Supply Chain

 

Purchasing Order

 

GENERAL HIRING TERMS AND CONDITIONS

Through this TERM, the PARTIES, Teamwork Mudanças Internacionais Ltda, private legal entity with seat at Rua Alfredo Benincasa 500 Bairro Bandeiras, Osasco São Paulo Brasil, enrolled in the Taxpayers’ Registry of the Ministry of Finance under CNPJ/MF nr. 08.160.926/0001-56 and the SUPPLIER identified in the PO, agree to the conditions that will govern the supply of goods and services object of the PO.

Definitions: For the purposes of interpretation of this TERM, the following definitions will apply:
(i) SUPPLIER: Individual or legal entity, identified in the PO, that undertakes to supply TEAMWORK with the goods and services object of the PO.
(ii) CONFIDENTIAL INFORMATION: Non-public information and knowledge, such as business strategies, products under development, financial and statistical data, negotiations in course, information on software, passwords and others, TEAMWORK’s and the partners’ master data, commercial or financial, independently of the information being or not classified as confidential information.
(iii) PO (“Purchase Order”): Instrument issued by TEAMWORK where the SUPPLIER’s identification, the object of the supply including the respective definitions, quantities, qualities, brands, models; terms, prices and payment conditions agreed upon by the PARTIES, etc. will be included. The PO may refer to the RFP issued by TEAMWORK and/or proposals and estimated issued by the SUPPLIER. In this case, the conditions in these proposals and estimates, as well as incidental SUPPLIER’s adherence agreements will be submitted to the conditions herein. That is, the provisions in this TERM prevail over the provisions in the SUPPLIER’s proposals and estimates, or general sourcing conditions.
(iv) PARTIES: Jointly, TEAMWORK and the PROVIDER.
(v) RFP (Request for Proposal): Document issued and sent by TEAMWORK, through which the SUPPLIER was acquainted with the technical and commercial requirements for the sourcing of the scope desired by TEAMWORK.
(vi) TEAMWORK: Teamwork Mudanças Internacionais Ltda.
(vii) TERM: These General Hiring Terms and Conditions

Subject Matter: The subject matter of this TERM is the delivery of goods and/or services described in the PO.

Price and Payment Conditions: For the good and full supply of the goods and/or services described in the PO, and provided that all conditions herein are complied with, TEAMWORK will pay the price to the SUPPLIER, as agreed upon in the PO, considering that the fiscal invoices or receipts should:
(i) Describe in detail the goods and/or services delivered;
(ii) Make reference to the PO number;
(iii) Be submitted and delivered in the same month of its issuance, at TEAMWORK’s head office, to the Accounts Payable Department. No other TEAMWORK’s department is authorized to receive fiscal invoices or receipts. Receipt hours: 9:00 a.m. to 12:00 p.m. and 1:00 a.m. to 5:00 p.m., on business days.

Provided that the above-mentioned requirements are complied with, the payment of the fiscal invoices or receipts submitted to TEAMWORK between day 1 and 15 will be paid on day 10 of the subsequent month to the submission; and the payment of fiscal invoices or receipts submitted to TEAMWORK between day 16 and day 30 will be made on the day 25 of the subsequent month to the submission. Delayed payments will be added of moratorium fine of 0.33% a day, limited to two-month delay, in addition to moratorium interest of 0.33% a day.

The SUPPLIER’s General Obligations: The SUPPLIER undertakes to:
(i) Provide the goods and/or services in compliance with the provisions in the PO, and incidental guidelines that might be transmitted by TEAMWORK;
(ii) Respect and comply with all laws, regulations, and norms that govern the sourcing;
(iii) Procure with the public organs, and maintain effective along the PO validity, the due required licenses and authorizations for the performance of its activities;
(iv) Notify TEAMWORK of the occurrence of any facts that might prevent or impair the supply, taking the responsibility for the applicable measures;
(v) Not to negotiate the securities issued against TEAMWORK, in any manner whatsoever with banks, factorings or other third parties;
(vi) Indemnify TEAMWORK at any time, for all and any damages originated from the supply of goods and or services object of the PO, including damage caused to third parties. Reimburse any losses and expenses of any nature, including without limitation, those originated from the non-compliance by the SUPPLIER with obligations of civil, commercial, labor, fiscal, and social security nature;
(vii) Not to use illegal work, or employ analogous work practices to slavery, in compliance with the provisions in the Labor Law Consolidation (CLT), either direct or indirectly, through its respective product and services providers;
(viii) Protect and preserve the environment, as well as prevent and eradicate damaging practices to the environment, performing its social object in compliance with the legislation in force on what concerns the National Policy for the Environment and Environmental Crimes, as well as legal, normative, and administrative acts regarding the environmental and related areas issued by the Federal, State, and Municipal spheres.
(ix) Not to employ minors up to 18 years, including apprentice minors to work in harmful locations to their education, their physical, psychic, moral, and social development, as well as to do dangerous or unhealthy services, at work hours that do not allow for the attendance to school or the permanence at night shifts, according to the applicable legislation;
(x) Not to use nor help the maintenance of any discriminatory and limitative practices concerning the access to employment relations by reasons of race, color, religion, sex (including gender identity, sexual orientation, and pregnancy), origin, marital status, family situation, physical condition, age.

Special Obligations regarding the provision of goods: The SUPPLIER also undertakes to:
(i) Deliver the goods in accordance with the definitions, quantities, qualities, brands, and models described in the PO;
(ii) Deliver the goods properly packed, so as to ensure the integrity of the goods, with the due identification of its content and destination;
(iii) Respect the delivery locations and deadlines described in the PO, under penalty of payment of non-compensatory fine in the equivalent amount to 2% (two per cent) of the late delivery of the goods.
(iv) Respond exclusively for all transportation risks until formalization and acceptance of the delivery by TEAMWORK;
(v) Hire insurance against losses of goods with a renowned insurance company, at its own account;
(vi) Guarantee the quality and perfect functioning of the goods, for the legal term and for the pre-established term in the RFP or the PO; undertaking to replace the goods proved defective within 48 (forty-eight) hours, as of the respective notice;
(vii) Guarantee, in case of ongoing supply, effective administration of the production and storage of the goods, so as to guarantee the supply in the quantities and terms agreed upon in the PO.

Special Obligations regarding the delivery of services: The Service SUPPLIER also undertakes to:
(i) Employ legally hired and enrolled employees with technical qualification and proper skills for the delivery of the services;
(ii) Respond for the good performance, accuracy, reliability, and perfection of the services; undertaking to redo defective services within 48 (forty-eight) hours as of the respective notice;
(iii) Provide TEAMWORK with the clarifications and information regarding the nature and progress of the services delivered or under delivery;
(iv) Take responsibility for the full administration of the services, as well as its employees and respective rights;
(v) Faithfully comply with the labor, social security, civil, and tax legislation, exempting TEAMWORK from any responsibility and taking with exclusivity all consequences for incidental non-compliance with the said legal provisions;
(vi) Hire and keep in force until effective completion of the services, the work accident insurance for all its employees, with coverage of the INSS.
(vii) Have its employees complying integrally with quality levels and terms and conditions stipulated in the PO.
(viii) Have, upon the delivery of services at TEAMWORK’s head office, its employees wearing uniforms and identification badges. To have, also, these employees respecting TEAMWORK’s internal norms, as well as norms regarding work security, hygiene, and medicine.
(ix) Immediately replace any employee that TEAMWORK, to its sole discretion, considers inconvenient or inappropriate for the service delivery. In this case, the SUPPLIER will support all the burdens originated from this replacement;
(x) Submit, monthly or whenever requested by TEAMWORK, together with the fiscal invoice or receipt, the enrollment documents of its employees, as well as documents of fiscal, administrative, labor and social security regularity, under penalty of suspension of due payments by TEAMWORK;
(xi) Not sub-hire the services, partially or totally, without TEAMWORK’s previous and express agreement;
(xii) Take over, immediately, incidental law suit or administrative procedure, as sole legitimate party, claiming for itself the obligations demanded or claimed, requesting the exclusion of TEAMWORK from the passive pole of the action, and exempting it from any responsibility, joint or subsidiary, in case labor, civil lawsuits or administrative procedures are filed against TEAMWORK. In case TEAMWORK is not excluded from the passive pole of these procedures, it may retain the due payments to the SUPPLIER until the limit of the risk contingency identified by TEAMWORK’s auditors. The values retained by TEAMWORK will be returned without any kind of correction to the SUPPLIER, in case it makes the payment of the condemnation, or will be used by TEAMWORK to make the payment of the condemnation, in case TEAMWORK is condemned or the SUPPLIER does not make the payment of the condemnation. Incidental differences should be paid to TEAMWORK within 48 hours, as of the request.

Special Obligations regarding intellectual property: If applicable, the results from the services hired by the PO, including documents, know-how, projects, schemes, software, and source-code are considered by the PARTIES as collective work, being certain that all the copyrights will belong sole and exclusively to TEAMWORK.

Neither PARTY may use the other party’s name, trademark, logo, nor commercial name, without the other party’s previous written consent.

Special Obligations regarding TEAMWORK’s information confidentiality: The SUPPLIER undertakes not to use, divulge, disclose, reproduce, or make accessible to any third parties the CONFIDENTIAL INFORMATION, without TEAMWORK’s express agreement, at any time, even after the completion or termination of the PO. The SUPPLIER may divulge the CONFIDENTIAL INFORMATION to its employees in the exact measure that is necessary for such disclosure, provided that the CONFIDENTIAL INFORMATION is used for the purposes of the supply of goods or services object of the PO. The SUPPLIER undertakes to perform all the required acts, and employ commercially reasonable efforts to properly protect TEAMWORK’s CONFIDENTIAL INFORMATION, undertaking to indemnify TEAMWORK for losses and damages originated from the non-compliance with this obligation.

Duration and Termination: The PO will be effective until the delivery of the goods or services has been completed, considering the provisions in the PO and herein.
TEAMWORK may cancel the PO without any burden, through previous notices with reasonable term. TEAMWORK may also cancel the PO in case the SUPPLIER does not remedy its default within 15 days as of the reception of notification to be served by TEAMWORK. In this termination case, the SUPPLIER should pay TEAMWORK a non-compensatory fine equivalent to 10% (ten per cent) of the PO amount.

General Provisions:
(i) Pursuant to article 393 of the Brazilian Civil Code, the PARTIES do not respond for the non-compliance with obligations originated from act of God or force majeure;
(ii) Incidental concessions and tolerance by either party, in the compliance with the obligations assumed, will not characterize non-compliance, modification, or change to the clauses and conditions established;
(iii) The nullity or invalidation of any of the provisions herein or in the PO will not imply in nullity or invalidity of the remaining provisions. Whenever possible, the provisions deemed void or invalid should be rewritten, in order to reflect the PARTIES’ initial intent, according to the applicable legislation;
(iv) It is expressly forbidden the assignment or transfer to third parties of the rights and obligations originated from the PO and this TERM.

Governing Law: The sourcing, object of the PO, will be governed by the provisions in the Consumer’s Defense Code, and supplementally by the provisions in the Civil Code.

Conflict Resolution:
(i) In case of conflicts or divergences originated from the present agreement or covenants regarding their performance, the parties will endeavor to resolve them initially through amicable ways. The agreement attempt will be considered as failed, as soon as one of the parties sends notification of it in writing to the other party.
(ii) Once the agreement attempt has failed, the divergences will be resolved at the courts of the jurisdiction of São Paulo – SP.

Acceptance and bonding of the SUPPLIER to this TERM: The SUPPLIER declares that it read carefully all conditions herein and in the PO. The full acceptance of the conditions herein will be characterized by the remittance of a PROPOSAL in response to an RFP, or express acceptance by the SUPPLIER to the PO, either through physical or electronic means, or through tacit acceptance by the SUPPLIER, represented by the provision of the goods or services object of the PO.