GENERAL CONDITIONS OF BUY J.C. RAMALHO & C.ª, S.A – “CGV”

1. Purpose and Scope
These general terms and conditions establish the requirements to be fulfilled by all suppliers of J.C Ramalho & C.ª, S.A, hereinafter referred to as the Buyer, in the supply of products and services.
By accepting an order from the Buyer, the Supplier fully adheres to these Conditions, which prevail over any other conditions, unless expressly agreed in writing.
 
2. Orders and Confirmation
2.1. All acquisitions of products or services shall be formalized through a purchase order issued by the Buyer.
2.2. The Supplier must confirm in writing the acceptance of the purchase order within a maximum period of three business days after its receipt.
2.3. The confirmation must expressly state acceptance of the conditions set out in the purchase order.
2.4. Failure to respond within the specified period may be interpreted by the Buyer as full acceptance of the purchase order and these general conditions.
 
3. Legal and Regulatory Compliance
3.1. The Supplier undertakes to ensure that all products and/or services supplied fully comply with applicable legislation, namely regarding health, safety, environment, quality, and taxation.
3.2. In the specific case of chemical products, the Supplier ensures compliance with current rules and regulations, including, among others:
•REACH Regulation (Registration, Evaluation, Authorisation and Restriction of Chemicals);
•CLP Regulation (Classification, Labelling and Packaging);
•Regulations on the transport of dangerous goods
3.3. For all chemical products supplied, the Supplier undertakes to deliver, together with each batch of product:
•Updated Safety Data Sheet (SDS) in Portuguese;
•Labelling and packaging in compliance with applicable legislation;
•Certificates of analysis
3.4. In the case of the provision of services, the Supplier guarantees that it holds all necessary licenses, certifications and authorizations, as well as compliance with applicable quality, safety and environmental standards.
 
4. Quality and Warranties
4.1. The Supplier guarantees that the products supplied are suitable for their intended purpose, free from defects, and in accordance with the agreed technical specifications.
4.2. The Buyer reserves the right to reject, return or claim any products that do not meet quality, safety or delivery deadline requirements, with costs borne by the Supplier.
4.3. The Supplier is liable for all damages resulting from non-compliant supplies, including collection costs, replacement, and any damages to third parties.

5. Delivery, Transport and Documentation
5.1. Delivery dates are binding, and the Supplier must immediately notify any risk of delay and propose corrective measures and alternative delivery arrangements.
5.2. The transport of hazardous chemical products must be carried out exclusively by licensed carriers, with drivers qualified in accordance with ADR or equivalent regulations.
5.3. Each delivery must be accompanied by all legally required documentation (ADR transport document, certificates of analysis, special licenses, among others).
 
6. Price and Payment Terms
6.1. The agreed prices include packaging, transport, and insurance to the designated place of delivery.
6.2. Payment shall be made in accordance with the conditions agreed with the Supplier and indicated in the purchase order.
6.3. The Buyer may suspend payments in the event of defective, incomplete or disputed supplies.
 
7. Force Majeure
Neither party shall be held liable for non-compliance resulting from unforeseeable and unavoidable circumstances, such as natural disasters, general strikes, wars or legal restrictions. If such events persist for more than thirty days, the Buyer may cancel the order without any penalty.
 
8. Confidentiality
All technical, commercial or strategic information provided by the Buyer to the Supplier shall be treated as strictly confidential and may not be used for other purposes without written authorization. This obligation remains in effect for three years after termination of the contractual relationship.
 
9. Termination and Withdrawal
The Buyer may immediately terminate any contract or order in the event of serious or repeated breach by the Supplier, unjustified delivery delays, and supply of non-compliant products. Termination on these grounds does not affect the Buyer’s right to be compensated for losses suffered.
 
10. Applicable Law and Jurisdiction
These Conditions are governed by Portuguese law. For the resolution of disputes, the competent jurisdiction shall be the courts of the district where the Buyer’s registered office is located, with express waiver of any other jurisdiction.