GENERAL CONDITIONS FOR SUPPLY OF MATERIAL AND/OR EQUIPMENT

1. DEFINITIONS

1.1 For the purposes of these General Conditions, the following definitions apply:

• Supplier: Gaslive.
• Customer: Natural or legal person who purchased the material and/or equipment from the Supplier.
• Material and/or Equipment : Products supplied by the Supplier to the Customer, as described in the Invoice or Purchase Order.

2. OBJECT

2.1 These conditions regulate the supply of materials and/or equipment by the Supplier to the Customer, including sale, delivery, warranty and technical support.

3. ORDERS

3.1 All orders for materials and/or equipment must be formalized in writing and approved by the Supplier. The Customer declares knowledge of and agreement with the terms of this document when placing the order with the Supplier.
3.2 The Supplier reserves the right to accept or refuse any order.
3.3 Orders shall be deemed confirmed only after written confirmation has been issued by the Supplier.

4. DELIVERY

4.1 The delivery period will be agreed between the parties and will be subject to the availability of materials and/or equipment and the time required for their manufacture or acquisition.
4.2 The risk of loss or damage to materials and/or equipment is transferred to the Customer upon delivery.
4.3 Delivery will be made to the address specified by the Customer. If the address provided is incorrect or incomplete, the Supplier may charge additional fees for correcting the delivery.
4.4 If delivery is not made within the agreed deadlines due to the Customer’s fault, administrative fees, storage costs and other expenses resulting from the delay may be charged.

5. PRICE AND PAYMENT TERMS

5.1 The prices of materials and/or equipment are those established in the Purchase Order or Invoice.
5.2 Payment must be made in accordance with the conditions agreed between the parties, which may include terms and payment methods specified in the Invoice.
5.3 In case of late payment, the Customer will be subject to interest on arrears of 1% (one percent) per month, in addition to a fine of 2% (two percent) on the total amount due, as provided by law.

6. TECHNICAL SUPPORT

6.1 The Supplier shall provide technical support for the installation, operation and maintenance of materials and/or equipment, as described in the contract or Invoice.
6.2 Technical support does not include repairs required due to improper use or inadequate maintenance by the Customer.

7. ORDER CANCELLATION

7.1 Orders for Materials and/or Equipment in Stock : Materials and/or equipment in stock refer to products already available in the Supplier’s inventory, ready for immediate delivery, without the need for additional manufacturing or customization.

• The Customer may cancel the order for materials and/or equipment that are in stock within a maximum period of 24 (twenty-four) hours after confirmation of the order, at no additional cost.
• After this period, the cancellation will be subject to analysis and acceptance by the Supplier. In this case, the Customer may be responsible for administrative costs of 10% (ten percent) of the order value, in addition to any additional costs related to the cancellation process and return of the material, if applicable. The amount refunded will be the total order value minus administrative costs and other applicable costs.

7.2 Orders for Custom Materials and/or Equipment : Custom materials and/or equipment refer to products that are not available in stock at the time the order is requested, requiring specific manufacturing, customization or acquisition for the Customer.

• The Customer may cancel the order for materials and/or equipment that are not in stock, but that have been ordered, within a maximum period of 5 (five) days from the confirmation of the order, at no additional cost.
• Cancellation outside this period will result in the charging of the full sale price of the materials and/or equipment already produced and, if these have already been paid for, there will be no refund of the amounts. In addition, the Supplier may charge for costs already incurred, such as manufacturing, acquisition, logistics and storage expenses.
• The Supplier shall have the right to retain the amount of any payment made by the Customer until all costs and penalties relating to the cancellation have been settled.
• Once the product is ready for delivery, all amounts related to the order will be due in full, regardless of cancellation. The Customer will be responsible for paying a fine of 10% (ten percent) of the total value of the order.
• If the order is cancelled, the Customer may:
  • Collecting finished products: The Customer may collect customized products, subject to the conditions agreed for collection.
  • Canceling delivery of products: If the Customer chooses not to collect the products, he/she will be responsible for paying a fine of 20% (twenty percent) of the total value of the order. This fine will be used to compensate for the costs of storage, processing and disposal of the material.
• The Supplier shall have the right to retain the amount of any payment made by the Customer until all costs and penalties relating to the cancellation have been settled.
• Customer shall be responsible for any additional costs incurred by Supplier as a result of cancellation, including, but not limited to, costs of canceling purchase orders with third parties and expenses for in-process or raw materials.

7.3 Cancellation Procedures:

• To request cancellation, the Customer must send written notice to the Supplier, specifying the reason for cancellation and the details of the order.
• Supplier shall immediately cease all activities related to the cancelled order and shall take all reasonable steps to minimise the costs associated with the cancellation.
• The Supplier will provide the Customer with a detailed summary of the costs incurred and the amounts to be charged within 30 (thirty) days from the date of cancellation.

7.4. Supplier’s Rights:

• The Supplier reserves the right to seek additional compensation for any loss or damage resulting from cancellation, in addition to the amounts specified in this clause, if cancellation causes substantial losses.

8. RETURNS

8.1 The Customer may request the return of materials and/or equipment only if they present manufacturing defects and within the warranty period.
8.2 For return requests, the Customer must obtain prior authorization from the Supplier, who will provide instructions on the return process.
8.3 The material and/or equipment must be returned in its original packaging and in suitable conditions for refund or exchange.

9. RESPONSIBILITIES

9.1 The Supplier shall not be liable for indirect, incidental or consequential damages resulting from the use of the materials and/or equipment.
9.2 The Customer is responsible for ensuring that the materials and/or equipment are used in accordance with the specifications and guidelines provided.
9.3 The Customer must immediately inspect the materials and/or equipment upon delivery and notify the Supplier of any discrepancies or defects within 48 (forty-eight) hours.

10. CONFIDENTIALITY

10.1 Both parties agree to maintain the confidentiality of all information and data related to the supply of materials and/or equipment.
10.2 The parties shall not disclose confidential information to any third party without the prior written consent of the other party.

11. TERMINATION

11.1 The Supplier may terminate the supply contract if the Customer fails to comply with payment obligations or other agreed conditions.
11.2 In the event of termination due to default, the Customer shall pay the Supplier all amounts due, including any penalties and additional costs, such as storage and transportation expenses.
11.3 Termination of the contract does not exempt the Customer from payment obligations for materials and/or equipment already supplied.

12. APPLICABLE LEGISLATION AND JURISDICTION

12.1 These General Conditions are governed by Brazilian laws.
12.2 The parties elect the jurisdiction of the district of Valinhos/SP to resolve any disputes arising from these General Conditions.

13. FINAL PROVISIONS

13.1 Any changes to these General Conditions must be made in writing and signed by both parties.
13.2 If any provision of these General Conditions is considered invalid, the remaining provisions will remain in full force.
13.3 Failure to exercise or delay in exercising any right or faculty provided for in these General Conditions does not constitute a waiver of such right or faculty.
13.4 In the event of any discrepancy or inconsistency between versions of these Terms and Conditions drafted in different languages, the Portuguese version shall prevail for all legal and interpretative purposes.
13.5 These Terms and Conditions shall be governed by and construed in accordance with the laws of Brazil. The parties hereby submit to the exclusive jurisdiction of the courts of Valinhos/SP, waiving any other jurisdiction, no matter how privileged it may be, for the resolution of any disputes arising from this Terms and Conditions.