OVERALL PURCHASE TERMS AND CONDITIONS FOR SUPPLYING TO KREITON
1. Objective
To set out the conditions governing the supply of Goods and Services associated with Kreiton.
2.1. Duties and Responsibilities of the Supplier
2.1.1. Provide and deliver all the Goods and perform all associated service that constitute the object of the purchase order/contract, with full compliance with technical specifications, term, quantity, quality and value in it, its annexes and any additives.
2.1.2. Provide Goods in accordance with the requirements specified in the purchase order/contract, regardless of the document approval and of the manufacturing inspection to be carried out by Kreiton or by company subcontracted for this purpose. Should the Goods be supplied under non-compliant conditions, the immediate exchange of Goods ought to be provided, without any charge to Kreiton.
2.1.3. The Supplier is responsible, sole and exclusively for the payment of all labor, land and social security taxes on the occasion of the delivery of goods and associated services set out in the application/contract.
2.1.4. The Supplier undertakes to comply with all the rules arising from labor rights provided for in the Federal Constitution, in the Brazilian Work Code (CLT), in the applicable laws and the relevant agreements or collective bargaining agreement.
2.1.5. The Supplier shall not use in any of the activities related to the implementation of the order/contract, child labor and/or slave labor or similar, as well as requiring that such measure is adopted in orders/contracts signed with suppliers of their inputs and/or service providers, under penalty of cancellation of the order/contract.
2.1.6. The Supplier, its employees, agents or contractors, shall observe and comply with all internal rules and the Code of Conduct and Ethics of Kreiton.
2.1.7. The services shall be performed by suitably qualified professionals.
2.1.8. Conduct its manufacturing operations in strict compliance with occupational health and safety standards, taking full responsibility for any incurred infraction. Provide for and maintain in perfect conditions the individual and collective protection equipment, as well as guide and supervise the use of the same.
2.1.9. Allow the buyer and/or agents and representatives of Kreiton access to any sites where the contract Goods or their raw materials are stored or being prepared.
2.1.10. The Supplier shall maintain Kreiton informed of all the details of the requested object/supply contract and shall issue specific reports on the required frequency.
2.1.11. Repair, at their expense, including, but not limited to, transportation, logistics, storage and labor, any differences and provide rework or replacement of Goods not accepted by the Inspector, based on the terms of the order/contract and its attachments.
2.1.12. In the case of no pronouncement about the order/contract within 3 (three) days, it means the conditions are understood as accepted.
2.1.13. The quality certificates resulting from supply of raw materials, components, etc., shall be sent along with the invoice and, if not, the payment deadline shall be postponed to as many days that it takes to be delivered, without any charge or surcharge for Kreiton.
2.2. Use of contractual documents and information
2.2.1. The Supplier is obliged to maintain and make its employees, representatives, administrators and any subcontractors maintain the most complete confidentiality of the information received from Kreiton, based on Kreiton´s order/contract, such as specifications, technical data, samples, trade information or data and other, not publicizing them in any way, under any pretext, except for their employees who need the information for the execution of the object of the purchase order/contract, subject to applicable penalty.
2.2.2. The Supplier undertakes to require of any Subcontractors and their employees and agents involved in the execution of the services, the assumption of the same imposed obligations and duties of confidentiality.
2.2.3. Any and all material that is delivered to the supplier to execute the order/contract are the exclusive property of Kreiton and to Kreiton shall be returned after the execution of the order/contract or whenever requested by it.
2.2.4. Payments of royalties, trademarks and licenses are of exclusive responsibility of the supplier, except in cases where the manufacturing drawings are provided by Kreiton.
3. Duties and Responsibilities of Kreiton
3.1. Kreiton is obliged to:
3.1.1. Carry out the payments stipulated as defined in the order/contract.
3.1.2. Provide, within the time limit set, the inspection of the Goods, when foreseen in the order.
3.1.3. Collaborate with the Supplier, to the extent of its possibilities and without assuming any cost, when requested, in the study and interpretation of technical documents.
4. Inspections
4.1. Inspection requirements, required by Kreiton, will be defined in the order/contract and/or in the Inspection and Testing Plan, duly approved and certified by Kreiton or in another equivalent document in which the submission of proposal for supply is requested.
4.2. The Supplier shall communicate Kreiton, with minimum antecedence of 03 (three) working days, the date from which the Goods will be available to be inspected. In case it is not possible to carry out the inspection, Kreiton will communicate the Supplier the new date.
4.3. The inspections shall be carried out at the premises of the Supplier, who shall provide the Inspector, free of charge to Kreiton, the whole technical assistance required, including access to the contractual documentation, including certified drawings, production data and quality records / certificates / reports.
4.4. No Goods subject to inspection may be dispatched without the written release of the accredited Kreiton Inspector, being the Supplier subject to paying all charges arising out of this decision.
4.5. Approval for release of shipment of the Goods inspected, does not determine the final and definitive acceptance and does not exempt the supplier from compliance and performance of the Goods or service at the time of their application.
5. Packing for Transport
The Supplier is responsible for packaging and/or arrangement of the Goods, which shall be adequate to the nature of the product and to the transport type set out in the order/contract, preserving the use and quality of the same, and meeting the requirements of specific legislation for load transportation, safety, health and environment.
6. Warranty
6.1. The Supplier shall guarantee the quality of the Goods by a minimum of 12 (twelve) months after the date of entry of the Goods into service or 18 (eighteen) months from the date of delivery, whichever is the one that occurs first, unless another period is established in the order/contract.
6.2. The warranty period shall be interrupted on the date of communication of the divergence by Kreiton, being resumed when the Goods are in perfect conditions of use.
7. Deadlines
7.1. Delivery times shall be counted in calendar days from the date defined in the order/contract.
7.2. The Supplier may request, for review by Kreiton, extension of the deadline, for reasons of casus major, unforeseeable circumstances or just cause.
8. Payments
8.1. The payment of material and/or service shall be effected in accordance with the “Terms of Payment” as set forth in the order/contract (contractual documents).
8.2. All billing document, whether invoices, bill of sale, receipts, shall indicate the number of Kreiton´s purchase process and its corresponding items.
9. Sanctions
Subject to the provisions of part 10 Contract Termination, the fine, merely moratorium, for breach of contract by the Supplier and for delay in delivery of the Goods, shall be represented by at least 0.10% (ten hundredths percent) per day of the value of the Goods, object of default, termination or delay.
10. Contract Termination
Kreiton may, at any time, terminate the order/contract when it is proven the non-compliance with any of the clauses, obligations set out in the order/contract, its annexes and associated documents.
11. Occupational Health and Safety and Environment
11.1. The supplier undertakes and is obliged to:
11.1.1. Be responsible for the acts of its employees and agents and its consequences, resulting from non-compliance with any prevailing laws, rules and regulations of Industrial Safety, Occupational Health and Environmental Protection regulations.
11.1.2. Comply with the laws in force and with all the provisions in the order/contract related to Safety, Occupational Health and Environment prevailing in the Country and shall be responsible for ensuring that their subcontractors comply with the same requirements.
12. Social Accountability
12.1. The supplier undertakes and is obliged to:
12.1.1. Continuously improve the conditions of the workplaces, in order to make them increasingly safer and healthier, not allowing situations of serious and imminent danger or causing damage to human health and the environment.
12.1.2. The observe, while implementing, techniques and/or methods that do not generate implications that may be considered as offensive against the morals, honor and/or human dignity.
12.1.3. Not to hire, directly or indirectly, child labor, except as an apprentice, from 14 (fourteen) years of age, in accordance with law No. 10,097 of 19/12/2000 and in accordance with the Brazilian Work Code (CLT).
12.1.4. Not to hire, directly or indirectly, teenagers under the age of 18 (eighteen), in places detrimental to their physical, psychic, moral and social development, as well as across sites and hazardous or unhealthy services, during which school attendance would not be allowed and, yet, in night shift hours.
12.1.5. Not to adopt, directly or indirectly, forced or compulsory labor practices (similar to slavery).
12.1.6. Ensure the nonexistence of any discrimination (race, social class, nationality, color, religious belief, sex, sexual orientation, membership to unions, political party, etc).
13. Fraud and Corruption
13.1. The supplier shall take all necessary measures, in accordance with good business practices, observing all applicable anti-corruption laws fully, both those of the jurisdictions in which they are registered, as well as those of the jurisdiction in which the contract in question will be fulfilled (if different from that), to prevent any fraudulent activity by themselves (including their partners, lawyers, interns and employees) and/or any Supplier´s suppliers, agents, contractors, subcontractors, sub-suppliers, and/or employees of these with respect to the receipt of any resources from Kreiton. The supplier shall immediately notify Kreiton if it has reasons to suspect that any fraud has occurred, is occurring, or will probably take place.
13.2. The Supplier shall not offer or give, nor agree to give any employee, agent or representative of Kreiton any bonus, commission or other payment of any kind, as induction or reward for practicing, stop practicing, have practiced or stop having practiced any act with respect to obtaining or executing any contract with Kreiton, or demonstrate or fail to demonstrate favorable or unfavorable to any person with respect to any contract with Kreiton.
13.3. The Supplier must not promise, offer or give any undue advantage to a public agent or third agent related to the public agent, demonstrably fund, finance or sponsor the practice of illicit acts, use of third parties to hide or disguise his/her real interests or the identity of the performed acts.
13.4. Where the supplier or the employees, subcontractors, suppliers or agents of the Supplier or anyone acting on behalf of the Supplier engage in a conduct prohibited by the provisions above with respect to any contract with Kreiton, terminate such contract and receive from the Supplier the amount of any damage incurred by Kreiton resulting from such termination, or; (ii) be fully compensated by the Supplier for any loss incurred by Kreiton as a result of any breach of this clause regardless of the termination of such contract.
14. Free Competition
14.1. The Parties, their agents or employees shall fight any initiative that is against free competition, especially, but not limited to, the inductive training initiatives of cartel formation.
14.2. The Parties undertake to establish clearly and accurately the duties and obligations of their agents and/or employees in trade issues, so they’re always in accordance with the laws, prevailing regulations and the provisions of this instrument.
15. Jurisdiction
The Jurisdiction elected in contracts will be the District of Indaiatuba-SP, renouncing any other, no matter how privileged it may be.
Revision 00 – June/2018
Top Management