GENERAL TERMS AND CONDITIONS OF THE AGREEMENT FOR THE PROVISION OF LOGISTICS SERVICES AND OTHER COVENANTS

 

These General Terms and Conditions establish the rights and obligations of the Contracting Party and the Contractor, duly qualified in the Commercial Proposal signed by the Parties (“Proposal”). The Proposal together with these General Terms and Conditions constitute, together, the Contract for the Provision of Logistic Services and Other Covenants (“Contract”) between the Parties, which will be governed by the following clauses and conditions.

Definitions and Interpretations:

The words and expressions below, whenever used in this document, in the singular or plural, will have the meaning assigned to them below:

(a) “Contractor” means SUPERFRIO ARMAZENS GERAIS S/A (“Superfrio”), a legal entity governed by private law, by its parent company, branches, as well as its affiliates, meaning “Affiliates” or “Affiliate” any entity that , directly or indirectly, is controlled by, controls or is under the common control of Superfrio, registered with CNPJ under No. 02.060.862/0011-07, IE 797.328.216.111, headquartered at Av. Luiz Eduardo Toledo Prado, nº 800 – 1st floor – Torre I, CEP: 14.027-250, in the city of Ribeirão Preto, State of São Paulo, herein represented under the terms of its Bylaws;

(b) “Contractor” means a legal entity that arranges a provision of services with the Contractor;

(c) “Parties” and “Party” mean the Contracting Party and the Contractor, when mentioned jointly or individually, as the case may be;

 

1. Object

1.1 The purpose of this Contract is the provision of services, by the Contractor to the Contracting Party, hereinafter referred to simply as “Services”:

1.1.1 Receipt, storage, movement, separation, dispatch and reinspection of products owned by the Contracting Party (“Products”), as well as any extra services depending on your need, including the management of the logistical operation of said Products (“Services of Storage") in the form of Decree No. 1.102 of November 21, 1903; and/or,

1.1.2 Distribution of Products owned by the Contracting Party, including collection, land transport and delivery of cargo pursuant to Law No. 11,442 of January 5, 2007 (“Transport Services”).

1.2. The description and specification of the Services, as well as the place of provision, term and commercial conditions are detailed in the Proposal.

1.3. Each of the types of Services will be governed by the clauses that are specific to them, as well as by all other common provisions established in these General Terms and Conditions.

1.4. The Contracting Party shall forward to the provision of the Services, Products duly handled, packaged and ready, at the temperature indicated in the Proposal, within the standards required by the applicable legislation, and in compliance with the weight specifications and maximum sizes of established storage and/or transport structures in the Proposal.

1.5. The Proposal and these General Terms and Conditions are integral, inseparable and complementary to each other, together constituting the Contract. The provisions of the Proposal and these Terms and Conditions.

General will be interpreted systematically, with no conflicts between their provisions.

 

2. Storage Services

2.1. The Contracting Party shall forward to the provision of Storage Services, Products duly handled, packaged and ready for storage at the temperature indicated in the Proposal, within the standards required by the applicable legislation, and in compliance with the specifications of weight and maximum sizes of pallets and storage structures set out in the Proposal.

2.2. The Contractor guarantees the availability of space for the storage of Products, as provided for in the Proposal (“Contracted Storage Space”). Additional spaces must be consulted in advance and an “Excess Storage” fee will be charged.

2.3. The weight to be considered for billing will always be the gross weight of the goods. If discrepancies in weight are verified, the Contracting Party will be allowed to monitor the weighing at the entry and/or exit of the goods, noting that, for all purposes, the weight verified on the Contractor's scale and/or the weight contained in the respective Invoice, the Contractor's sole discretion.

2.4. In the case of refrigerated and/or frozen Storage Services, the Products delivered with temperatures higher than those specified in the Proposal will be communicated to the Contracting Party and submitted to Cold Recovery services according to the table in the Proposal.

2.5. The Contractor will store the Products sent by the Contracting Party in properly sanitized environments and in accordance with the guidelines provided by the Contracting Party. The Contractor declares that the Storage Area complies with all norms, rules, regulations and determinations contained in current and applicable legislation, including those of the Federal Inspection Service and the Ministry of Agriculture.

2.5.1 The Contracting Party declares that, for the execution of the Contract, all the information necessary for the provision of the Storage Services was provided, including, but not limited to, the procedures for the custody and conservation of the Products to be sent to the Storage Area , also declaring that the Proposal meets all of the Contracting Party's needs. Eventually, if any Product depends on safekeeping and conservation procedures specific to its nature, the Contracting Party shall previously and expressly inform the Contractor of the requirements necessary to comply with the legislation and regulations applicable to such specific Products.

2.5.2 The Contractor cannot be held responsible for the custody and conservation of Products that require procedures other than those agreed upon: (i) whose procedures have not been previously informed; (ii) whose procedures, even informed, are still in the implementation phase, according to the deadline informed by the Contractor; and/or (iii) that the Parties have not reached an agreement on the necessary investments and/or renegotiated new amounts to comply with procedures other than those contained in the Contract.

2.6. The Contractor will perform the Storage Services, subject to the quantitative limits stipulated in the Proposal, ensuring the custody and conservation of the goods in the Storage Area, from receipt of the Products to delivery to the Contracting Party or to a third party indicated by it.

2.7. At the Contracting Party's convenience and provided that it is scheduled at least 05 (five) days in advance, the Contractor will allow access to the place where the services are performed for expediting and inspections by the Contracting Party and/or its previously registered agents.

2.8. The Contractor shall deliver the Products in the same physical and sanitary conditions identified upon entry into the Storage Area, subject to the following hypotheses: (i) cold recovery and/or other additional services that alter the characteristics of receiving the Products; (ii) natural deterioration due to storage time; (iii) expiry of validity periods; and (iv) non-apparent damages/faults or arising from conditions prior to the entry of the Products, even if they only manifest themselves during the provision of the Storage Services.

2.9. The Contracting Party shall provide all competent and necessary operational and fiscal documentation for the movement of its goods and Products with the Storage Area, such as, but not limited to, sales and loading orders, picking list, packing lists, etc. The Contractor shall not be obliged to perform any of the Storage Services contracted herein, if the Products are not accompanied by the respective documents.

2.10. Entry, exit and any movement of Products in the Storage Area will only be allowed if accompanied by operational and fiscal documents, as established in Clause 2.9 above.

2.11. The Contracting Party undertakes to provide accounting inventory information on a daily basis so that the Contractor can compare it with the physical inventory. In the event of non-compliance with this obligation, the Contractor's physical inventory information will prevail.

2.12. The Contractor may refuse to receive Products that arrive without conditions for consumption and/or commercialization, such as, but not limited to, in an imperfect state of conservation, in inadequate sanitary conditions, in deficient packaging, whose expiration dates have expired and/ or are due to expire or unaccompanied by the documentation provided for in Clause 2.9 of this Agreement, and must notify the Contracting Party of this fact within 24 (twenty-four) hours of the occurrence.

2.12.1 The Contractor may refuse to provide Storage Services involving Products that do not comply with the technical standards and determinations of the Federal Inspection Service (SIF) and Sanitary Surveillance.

2.13. The Contracting Party undertakes to remove and properly dispose of, within 5 (five) days of receipt of the notification sent by the Contractor, the products whose expiration dates have expired, bearing the costs of the operation and any measures arising or not inspections by technical administrative bodies, such as sealing and destruction of products, if the expiration date has expired due to the Contracting Party's fault. In the event of non-compliance with this obligation, the Contractor may dispose of these products at its own location, through a company authorized for this purpose, passing on the corresponding costs to the Contracting Party, without prejudice to the collection of the non-compensatory fine for non-compliance, provided for in this instrument.

2.14. The Contractor shall provide, pursuant to Decree No. 1,102 of November 21, 1903, insurance against fire, flood and any weather that destroys or deteriorates the stored Products, reserving the right to charge Ad Valorem from the Contracting Party, as provided for in Proposal.

 

3. Cargo Transport Services

3.1. The Transport Services will be performed by the Contractor through self-propelled cargo vehicles, either owned or under its proven and legitimate possession, or even through contracted third parties, with a load and locomotion capacity that meets the needs of the Contracting Party, and must be properly equipped with whatever is necessary and required by Brazilian legislation for the type of transport contracted here.

3.2 The Contractor undertakes to carry out the Transport Services in accordance with the requirements and instructions provided by the Contracting Party.

3.3. In order to meet the Contracting Party's demand, as informed by the Contracting Party, the Contractor:

a) will make the vehicles available to the Contracting Party, according to the qualitative and quantitative description contained in the Proposal, all duly equipped with what is necessary for the type of cargo to be transported, accompanied by the appropriate drivers, available during the contracted hours and at the indicated locations by the Contracting Party;

b) undertakes to designate for the provision of Transport Services only drivers who have a specific license to drive the vehicles to be used.

3.3.1 The number of vehicles and drivers may, at any time, be increased and/or decreased, depending on the needs of the Contractor's services and availability.

3.4. The Contractor will fully comply with all requirements and precepts established in all Brazilian laws and regulations inherent to the provision of Transport Services, notably the Driver's Law (Law No. 13.103/2015).

3.5. The Transport Services will be performed according to the needs of the Contracting Party, which will request the shipments, according to the deadlines established below:

3.5.1 For freight with routes dedicated exclusively to the Contracting Party, that is, whose trucks must be loaded only with the Contracting Party's Products and to destinations specified by the Contracting Party, the Contracting Party shall notify the Contracted Party with at least 48 hours (forty-eight hours) in advance.

3.5.2 Non-dedicated routes, also called fractional routes, may be communicated by the Contracting Party to the Contractor at least 24 hours (twenty-four hours) in advance.

3.6. The Contractor will deliver the products exclusively to the location mentioned on the invoice or the re-dispatch location indicated by the Contracting Party, and any request for delivery to a different location must not be accepted.

3.7. The Contracting Party shall declare the nature and value of the Products and deliver them with the respective invoices. Provide all appropriate fiscal documentation for the transportation of cargo, to protect the Parties from the effects arising from tax liability, as well as provide all fiscal support during travel. Cargo transportation will only be carried out when the Products are accompanied by relevant tax documentation.

3.8. The Contracting Party may carry out, at any time, at its discretion, by itself or its agents, the inspection of the Transport Services and/or in the vehicles, trunks and equipment used by the Contractor, for the fulfillment of the contracted object, in order to verify the adequacy of their conditions to current legislation and the requirements agreed between the Parties.

3.9. The Contractor's responsibility begins at the time of completion of the shipment of the Products and ends at the time of accountability between the Contractor and the Contracting Party, its agents and/or third parties indicated by it, of the supporting documents of the delivery/disembarkation of the Products in the final destination indicated by the Contracting Party.

3.10. The Contracting Party declares that the trucks made available to provide the Services by the Contractor meet the requirements necessary for the transport of the Products owned by the Contracting Party, and must report any specific needs, within a maximum period of 10 (ten) days.

3.11. The Contractor will provide insurance against loss or damage caused to the cargo, pursuant to article 3 of Law 11,442 of January 5, 2007, reserving the right to charge Ad Valorem from the Contracting Party, as provided for in the Proposal.

3.12. Any extra services, which are not included in the Proposal, must be subject to express authorization by the Contracting Party, as well as must be charged and/or represented by separate and autonomous invoices and/or invoices.

 

4. Price and Payment Terms

4.1. The Contracting Party will pay the Contractor, within the period and within the period established in the Proposal, the amount corresponding to the Services provided, according to the price composition described in the Proposal (“Price Composition”).

4.1.1 The Price of the Services will be readjusted annually on the date and based on the composition established in the Proposal.

4.1.2 In the event of an extraordinary situation or fact that entails readjustments greater than 10% (ten percent) of any of the indices that make up the Basket of Indices, the readjustment will be applied immediately, in the month following the month of the extraordinary event, upon notification by mail or by e-mail sent by the Contractor to the Contracting Party.

4.1.3 Only the taxes specified in the Proposal are considered in the Price. If, during the term of this Agreement, new taxes are created that may affect the object of the Agreement not considered in the Proposal, as well as any changes in rates and/or calculation bases, they will be added to the Price.

4.2. The Contractor will determine the amount due for the Services provided according to the Price Composition contained in the Proposal, sending the closure of the service corresponding to the period to the Contracting Party's registered email.

4.2.1 The Contracting Party shall approve the closing forwarded by the Contractor, within a maximum period of 05 (five) business days. If there is no response by the Contracting Party within the period established herein, the closing will be considered tacitly approved, allowing the Contractor to issue and send the Service Invoice, due as per item Payment Period of the Proposal.

4.3. Payments must be made upon presentation of the respective Service Invoices, Electronic Bill of Lading (CT-e) and/or debit notes by the Contractor, according to the billing procedure and payment method established in the Proposal.

4.4. The delay, by the Contracting Party, in the payment, will give the Contractor the right to demand from the Contracting Party a late payment penalty on the amount of 2% (two percent), in addition to default interest of 1.5% (one and a half percent) per month and monetary correction monthly to be determined by the IGP-M/FGV index, calculated pro-rata die from the due date of the overdue obligation, until its effective fulfillment.

4.4.1 In addition to applying the penalty informed in Clause 4.4., the Contractor may immediately suspend the provision of Services until the effective and full discharge of the overdue installments.

4.5. If the Contracting Party fails to pay any portion of the Price or fails to comply with any other obligation set forth in this Agreement, the Contracting Party, regardless of judicial or extrajudicial notice, protest, notice or notification, will automatically be constituted in default by operation of law, in which case the Contractor may choose to execute the securities representing its credits or this contract, which constitutes an extrajudicial enforcement order, pursuant to article 784, III of the Code of Civil Procedure, without prejudice to the right of retention of the goods until full satisfaction of the Contractor's credit, as provided for in Decree No. 1.102/1903.

4.6. Overtime will be considered, subject to additional charge: (i) performance of services that generate overtime due to any delays or rework by the Contracting Party; (ii) carrying out inventories in addition to those provided for in this Agreement; (iii) extraordinary services on weekends and holidays, not foreseen in the scope of the Services contracted herein; (iv) non-compliance by the Contracting Party with regard to the delivery and withdrawal times of Products, as well as the deadlines for communicating and/or scheduling the Services, which generate the need to provide additional personnel to those provided for in the Proposal.

4.7. It is agreed between the Parties that under no circumstances can there be discounts and/or compensations in the payments due by the Contracting Party due to the provision of the Services contracted herein, without the prior and express authorization of the Contractor.

 

5. Contracting Party's Obligations

5.1. The Contracting Party shall observe the times for delivery and withdrawal of the Products stipulated in the Proposal. The Services must be communicated by the Contracting Party to the Contractor, at least in advance established in the Proposal, under penalty of, failing to do so, the Contractor being released in relation to the receipt or delivery of the Products or, at the Contractor's sole discretion, it may arrange for the receipt or the delivery of cargo, with the Contracting Party being obliged to pay the additional expenses arising from out-of-hours or normal service or without prior scheduling, according to the values detailed in the Proposal (Table of Overtime and Waiting Hours).

5.2. The Contracting Party undertakes to pay the Contractor, promptly, the consideration that it now assumes as provided in Clause Four and its sub-items, as well as being liable for the charges arising from its arrears provided for in this instrument.

5.3. The Contracting Party will deliver to the Contractor all the information necessary for the adequate provision of the Services, in view of the specific characteristics of the product to be stored, and must also deliver the Products, properly packaged for handling and storage.

5.4. The Contracting Party undertakes to comply with all legal and contractual obligations established in the Proposal and in this instrument.

 

6. Term and Termination

6.1. The Agreement will be valid for the period established in the Proposal (Term of Contract), starting on the date established in the Proposal (Initial Term), and may be automatically extended for an indefinite period, if the Parties fail to express their intention not to renew the Agreement prior to the expiration date, with the advance period provided for in the Proposal (Deadline for Termination).

6.2. Termination of the Agreement by the Contracting Party during the Term of the Agreement will result in the payment of penalties and indemnities provided for in the Proposal (Finale Termination). After the Term of the Contract, the Contracting Party may terminate the Contract at any time without just cause, by granting prior notice to the Contractor, at least in advance of the Termination Period, regardless of the payment of any penalty or indemnity.

6.3. The Contractor may terminate the Contract at any time without just cause, by giving prior notice to the Contracting Party, at least in advance of the Termination Period, regardless of the payment of any penalty or indemnity.

6.4. The Agreement may also be terminated by operation of law, upon simple notification, in the event of: (i) liquidation or judicial or extrajudicial recovery of one of the Parties or by filing for bankruptcy not remedied within the legal term; (ii) by the dissolution of any of the Parties; or (iii) for noncompliance with any of the provisions of the Agreement. Termination due to non-compliance will depend on notification to the Offending Party, granting a period of not less than 30 (thirty) days to remedy the default.

6.4.1 The early termination of this Contract, due to the fault of the Contracting Party, will imply the payment of the penalties and indemnities provided for in Clause 6.2. above.

6.5. In any event of termination of the Contract, the Parties will settle accounts, considering the value of the Services performed so far and the amounts paid by the Contracting Party. Any amounts owed by the Contracting Party must be settled within 10 (ten) days from the date of termination.

6.5.1 The delivery of stored Products will only be allowed after the full discharge of the amounts due to the Contractor.

 

7. Civil responsability

7.1. The Contractor will be responsible for the execution of the Services according to the specifications contained in the Proposal and this instrument, being liable for damages directly caused to the Contracting Party, resulting from malfunctions and/or differences in the quantity of the Products, due to acts or omissions of the Contractor, its agents, representatives , employees and subcontractors, according to the terms and conditions of this instrument and that exceed the Allowance established in the Proposal, subject to the following procedures.

7.1.1 The Contracting Party declares that it is aware that the Products that, for whatever reasons: (i) have been refused by the Contracted Party and expressly authorized by the Contracting Party, will not be subject to the Allowance and/or will not be the responsibility of the Contractor; (ii) Products received in violation of temperature, packaging, safety and shelf life specifications; (iii) the Products that, even after completing all the operational activities established in the Proposal, will show damage and/or malfunctions due to hidden defects and/or for reasons not attributable to the Contractor, and (iv) the loss of Products as a result of of its non-sufficient movement and/or turnover, due to the Contracting Party.

7.1.2 Any damages and/or irregularities in the quantity and/or quality of Products delivered and verified due to the Services, will only be accepted by the Contractor if specified by the Contracting Party, its representatives and/or third parties indicated by it, along with the stub of the documents delivery at the final destination indicated by the Contracting Party.

7.1.3 Once aware of the failure of the Products, the Contractor will initiate an internal investigative process to verify the causes of its occurrence and, if its exclusive fault, that of its agents and/or employees, is found, the Contractor will authorize in writing the collection for Contractor of the respective fault.

7.1.4 The Parties hereby agree that any compensation for damage to the Products will be calculated by the quantity of Product damaged, based on the value of the Product mentioned in the tax documentation delivered to the Contractor in the incoming documentation (cost value).

7.1.5 Authorized for the collection of damages according to the procedure contained in this Contract, the Contracting Party shall issue and forward to the Contractor a debit note containing the history of the occurrence or an invoice with CFOP no. 5927.

7.1.6 At the Contractor's sole discretion, it may offset the amounts corresponding to the failure of the Products with the amounts owed by the Contracting Party due to the provision of the Services, which will be carried out in the month following the issuance of the debit or tax document mentioned in Clause 7.1.5 above.

7.2 Any differences in inventory will be determined exclusively in the general inventory to be carried out by the Contractor at a periodicity adjusted between the Parties, reconciling the physical inventory with the Contracting Party's accounting inventory.

7.2.1 Upon verification that the inventory divergence was the fault of the Contractor, its agents and/or employees, the Contractor shall authorize in writing the collection by the Contracting Party, and the Contracting Party shall issue and forward to the Contractor a debit note containing the history of the occurrence or invoice with CFOP nº. 5949 (“Other Issues”).

7.2.2 Inventories additional to that established in this Clause shall be subject to a written request to be sent by the Contracting Party to the Contractor's email, with the Contracting Party being responsible for costs equivalent to the time worked required, according to the overtime table contained in the Proposal.

7.3. If the Contracting Party chooses to take out its own insurance, it must provide the Contractor with a DDR Letter (Waiver of Right of Return) relating to the Products subject to the provision of the Services, together with a copy of the policy, observing the provisions of the following subclauses.

7.3.1 The Contracting Party shall take out, at its own expense, and maintain sufficient insurance for the Products in force throughout the duration of the Contract. The Contractor assumes no responsibility for any imposed deductibles and any restrictions and/or charges indicated in the insurance policy. The Contracting Party undertakes to include in the DDR Letter the minimum requirements of the Contractor.

7.3.1.1 Minimum coverage: fire, accidents of any nature (riots, strikes, lock-out, leaks, smoke), aircraft crash, lightning, explosions of any nature, flooding, windstorm, hurricane, cyclones, tornadoes, hail , land vehicle impacts, robberies, thefts, deterioration of transported goods (refrigerated environment or not), landslides, breakdowns in general, that is, guaranteeing the greatest possible coverage within the limits of the products offered by insurers on the market.

7.3.2 The DDR Letter and respective policy must be provided at least 30 (thirty) days prior to the beginning of the Contracting Party's operations, containing the validity period of the DDR Letter, amount covered by the full quantity of Products.

7.3.3 If the provision of the DDR Letter and the respective policy occurs after the start of the provision of the Services, the Contractor will have a period of 60 (sixty) days after its receipt for the legal analysis regarding the fulfillment of all the requirements specified in this Contract, as well as for the insurance cancellation bureaucracies and/or registration of the Contracting Party's goods with the insurance contracted by the Contractor. The Contractor reserves the right to charge Ad Valorem for the period of analysis of the DDR letter until its express acceptance.

7.3.4 If there is any reservation or additional requirement, the Contracting Party shall detail it in writing, within the non-extendable period of 10 (ten) days from the Initial Term.

7.3.5 After a period of 10 (ten) days has elapsed without the return, it will be understood that the Contractor fully complies with what is required in the said policy, and the Insurer cannot, under any circumstances, decline what was declared, whatever title for. If the insurer refuses, any losses, damages and/or damages will be the sole responsibility of the Contracting Party.

7.3.6 The Contractor is not responsible, under any circumstances, for insufficient contracting or for any failures in the contracting of insurance by the Contracting Party.

7.4. Under no circumstances will the Contractor be liable for compensation for indirect damages, such as lost profits, revenue losses, production losses and cost of capital of the Contracting Party, its successors, its agents, directors, directors, shareholders, employees and/ or third party clients of the Contracting Party, even if proven.

7.5. The Contractor further undertakes to indemnify the Contracting Party for damages, losses and direct damages resulting from any failure in the Services contracted herein, provided that they are caused by the Contractor's sole fault and duly proven by the Contracting Party.

7.5.1 The Parties agree that the total amount of indemnities provided for in Clause 7.5. above and/or other specific penalties established in this Agreement, in the sum of all, will be limited to 20% (twenty percent) of the value of the Agreement. For the purposes of this Clause, the value of the Contract will be considered the average monthly billing for the Services, at the time of the damage, multiplied by 12 (twelve).

 

8. penalties

8.1. In the event of non-compliance with a clause and/or condition established in the Contract, the Innocent Party will be entitled to charge the Defaulting Party a compensatory fine, set at 5% (five percent) calculated on the monthly average value of the Services provided, considered the 03 (three) months prior to the date of default.

8.2. The payment of the fine provided for above will be due if the Defaulting Party, after being notified by the other Party, fails to remedy the non-compliance within 30 (thirty) days of receiving the notification, and does not release the Defaulting Party from complying with the full provisions contained in this Contract, unless this is the will of the Innocent Party, expressed through formal communication to the other Party.

 

9. Act of God and Force Majeure

9.1. It is lawful for the Contractor to interrupt the Services due to acts of God or force majeure, and in such cases, it must notify the Contracting Party of the reason immediately after the occurrence.

9.1.1 The interruption of the Services will remain for the duration of the event.

9.1.2. For the purposes of this Clause, acts of God and/or force majeure will be considered, among others not mentioned: (i) acts of war, civil or foreign (whether declared or not), armed conflicts or any serious threats of their occurrence (including, without limitation, hostile attack, blockade, military embargo, hostilities, invasion, extensive military mobilization); (ii) acts of terrorism, sabotage, piracy and data hijacking; (iii) acts of God, plagues, epidemics/pandemics, natural disasters such as, without limitation, violent storms, lightning, cyclones, typhoons, hurricanes, tornadoes, blizzards, earthquakes, volcanic activity, landslides, tidal waves, tsunami, floods; (iv) explosions, fires, destruction of machinery, equipment, factories and any type of installation, prolonged breakdowns in telecommunications systems or the electrical network; (v) general disruption of work, such as, but not limited to, boycotts, strikes, lockouts, slowdowns, occupation of factories and facilities.

 

10. Anti-Corruption Practices

10.1 The Contracting Party declares and acknowledges that it has received and had access to the entire Code of Ethics and Conduct of the Contractor's Group, also available on the website https://superfrio.com.br/site/ and guarantees that it does not violate and undertakes to not violate, during the performance of the Contract, the provisions established in said Code, as well as in the Brazilian anti-corruption laws, including but not limited to, the provisions of Law No. 12,846/2013 (“Anti-Corruption Law”). Access to the Contractor's Group's Ethics Channel can be done by calling 0800 377 8030, from Monday to Friday, from 9:00 am to 5:00 pm, with personal service, or 24 hours with electronic service (voice mailbox), or even, through the website: www.canaldeetica.com.br/superfrio.

10.2 Under the penalties of the law and possibility of immediate termination of the Agreement, the Parties declare that none of their partners, directors and managers, has been involved in lawsuits, investigative procedures or administrative procedures related to the practice of any of the harmful acts disciplined by the Anti-Corruption Law .

 

11. Assignment

11.1. The Parties are prohibited from assigning or transferring, in whole or in part, the rights and/or obligations arising from the Contract, without the prior and express authorization of the other Party, under penalty of immediate contractual termination, with the exception of the following:

11.2. The Contractor may, regardless of the prior consent of the Contracting Party, assign all or part of the credits and/or rights arising from the Contract to third parties, in particular, but not limited to, to obtain credit from financial institutions and/or guarantee financial operations, of any nature or modality and/or as a guarantee for non-financial operations.

11.3. The Contracting Party hereby agrees and authorizes the aforementioned assignment and undertakes, if necessary to formalize the assignment, to grant the respective authorization or express consent and to make the payments arising from this contract to the third party expressly indicated by the Contractor .

11.4. It is further established that the Agreement may be presented to financial institutions or third parties, for the purpose of prior analysis for the assignment of credit, regardless of authorization or notification to the Contracting Party, maintaining the other obligations of confidentiality.

 

12. Absence of Relationship

12.1. The Contractor shall use skilled and qualified labor to perform the Services, assuming solely and exclusively, fully and fully, responsibility for the payment of wages and all social, social security, tax, labor, insurance and other charges not explained herein, of all personnel under its responsibility, as well as for any accidents at work that occurred with its workers.

12.2. For the development of the Services, the Contractor must comply with all standards issued by the Ministry of Labor, National Department of Occupational Safety, Consolidation of Labor Laws, Regulatory Standards and their ordinances, current legislation, especially those relating to labor safety standards work, as well as presenting your team duly trained in this regard.

12.3.1 The Contracting Party is responsible for the administration and discipline of all its personnel allocated in the provision of the Services, including compliance with the Code of Conduct of the Contractor's Group, available on the website https://superfrio.com.br/site/ by all its employees and contracted third parties, undertaking to immediately replace any individual who may disrespect the Contractor's operational, quality and safety procedures, standards and guidelines.

12.4. The Parties declare that the Contract does not matter in the formation of any bond of an employment nature, or responsibility, or even corporate, partnership or association between the Parties, their partners, affiliates, subsidiaries and/or respective employees, agents, subcontractors or individuals , being expressly excluded any presumptions of solidarity between both, in the fulfillment of the obligations agreed herein.

12.5. Each of the Parties is responsible for all obligations and charges arising from current legislation, whether of a labor, social security, civil nature, thus being obliged to fully comply with the legal provisions, exempting the other Party from any and all liability, whether whether or not of a patrimonial nature.

 

13. Personal Data Protection

13.1. The Parties agree on the observance of the General Data Protection Law (Law No. 13.709/18), the other applicable industry standards, as well as the best practices for the protection of personal data, whenever the personal data of the other Party is processed.

13.2. The processing of personal data carried out by the Parties will be based on (i) respect for privacy; (ii) informative self-determination; (iii) freedom of expression, information, communication and opinion; (iv) the inviolability of privacy, honor and image; (v) economic and technological development and innovation; (vi) free initiative, free competition and consumer protection; and (vii) human rights, the free development of personality, dignity and the exercise of citizenship by natural persons.

13.3. The processing of personal data between the Parties is restricted and limited to the activities and operations necessary for the performance of this contract.

13.4. Personal data must be deleted after verifying that the purpose has been achieved. Therefore, after the execution of this contract, the personal data processed must be deleted.

13.5. The Parties will adopt technical and administrative measures capable of protecting personal data from unauthorized access and accidental or unlawful situations of destruction, loss, alteration, communication or dissemination, as well as to prevent the occurrence of damages due to the processing of personal data.

 

14. General Provisions

14.1. All tax issues must comply with Brazilian tax legislation, including the provisions contained in Decree No. 1,102 of November 21, 1903.

14.2. Nothing in the Contract may be considered as authorization, license and/or granting of the right to use any good/intellectual/industrial property right of either Party and any other company of the same economic group of this one, including, but not limited to , trademarks, distinctive signs, corporate name, patents, copyrights, among others, unless prior and express consent of the holder.

14.2.1 Except for the provisions of clause 14.2, the brands, trade names, denominations, symbols, logos, designs, testimonials of legal representatives, agents and/or employees of the Contracting Party and any other distinctive signs that identify goods or Services of the Contracting Party or of companies belonging to its economic group, may be used by the Contractor in order to advertise its services provided, on websites, social networks, folders and institutional presentations by the Contractor, without the need for prior consent and/or assignment of use in writing, by the Contracting Party.

14.3. The Parties undertake, by themselves, their agents or employees, to maintain secrecy about and not to disclose and/or use, for their own benefit or that of third parties, any confidential information owned by the other Party to which they have access under the Agreement, responding civilly and criminally for breach of such duty of confidentiality. The duty of confidentiality assumed herein will last throughout the term of the Agreement and will survive for another 02 (two) years from its termination.

14.4. The Agreement does not grant exclusivity to any of the Parties.

14.5. All communications and notices provided herein will be deemed duly received if they are delivered in person or sent by registered letter with acknowledgment of receipt, to the addresses mentioned in the qualifications of the Parties. Any changes in addresses (physical and/or electronic) must be communicated within a maximum period of 10 (ten) days, otherwise communications and notifications sent to the aforementioned addresses will be considered valid.

14.6. Any and all internal documents produced by the Contracting Party, inherent to its management, that may in any way interfere with the execution of this Contract, such as, but not limited to, Codes of Conduct, Partner Relationship Code, among others, must be provided to the Contractor, for knowledge and adequacy of its procedures.

14.7. Any tolerance on the part of the contracting parties with regard to compliance with the terms, clauses and conditions of the Contract will be considered mere liberality and will not represent, under any circumstances, the novation of the clauses agreed herein, nor the waiver of the right of any of the Parties to require the other Party to fulfill its contractual obligations, all as provided for in the Brazilian Civil Code.

14.8. The Parties guarantee and declare, reciprocally, that the signature, formalization and fulfillment of the Contract were duly authorized by all necessary acts, constituting a legal, valid and binding obligation of the parties, enforceable in accordance with its terms.

14.9. The Agreement binds not only the Parties, but also their successors, in any capacity, and will revert to the benefit of the Parties and their respective parent companies, affiliates, subsidiaries, successors and assignees. Nothing contained in the Contract, express or implied, is intended to confer on any person, other than the named parties and their successors or assigns, any rights or remedies under the Contract.

14.10. Neither Party shall represent or assume any obligation on behalf of the other Party. Nothing in the Agreement shall be construed or constitute the appointment of either Party as an agent or partner of the other Party.

14.11. This Agreement contains the entire agreement made between the Parties and any amendments or additions must be made in writing and signed by both Parties.

14.12. If any clause or device of the Contract is considered null or void, in whole or in part, the others shall remain valid and will be interpreted in order to preserve their validity.

 

15. Forum

15.1. The Parties elect the Jurisdiction of the District of Ribeirão Preto, State of São Paulo, waiving any other, however privileged it may be, to resolve any doubts or controversies arising from the Agreement.

And because they are thus, fair and contracted, the Parties enter into the Contract for the Provision of Logistic Services and Other Covenants, upon signature and acceptance of the Proposal.
Ribeirão Preto/SP, December 1, 2022.

 

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SUPERFRIO ARMAZÉNS GERAIS SA