Terms of Service
General Conditions of Sale - VOYANT DISTRIHUB.
1. Scope of validity
1.1. All supplies and related services shall be carried out specifically on the basis of these terms and conditions of sale (hereinafter, “Terms”). References by the buyer to these general terms and conditions shall not be accepted. In the event of any discrepancy between these Terms and specific negotiations between the Parties, the specific negotiations shall prevail, except in the event of omission and prior express written approval by VOYANT DISTRIHUB SA.
1.2. Any action by the Buyer in favor of the acquisition of products supplied by VOYANT DISTRIHUB, which are the subject of these Conditions, constitutes acceptance of these Conditions.
2. Offer and Acceptance
VOYANT DISTRIHUB's proposals are not binding, but merely an invitation to the buyer to submit a purchase order to the Seller. The contract is concluded through the Buyer's order (offer) and VOYANT DISTRIHUB's acceptance. If this acceptance differs from the order, it shall be valid as a new non-binding proposal from VOYANT DISTRIHUB.
3. Product features, samples, warranties
3.1. Unless otherwise stipulated, the characteristics of the goods result exclusively from the product specifications indicated by VOYANT DISTRIHUB. Uses identified within the scope of the European Chemicals Regulation REACH relevant to the goods shall not represent an agreement regarding the respective contractual quality of the products, nor represent the designated use in accordance with the terms of these Conditions.
3.2. Sample characteristics shall only be binding if they have been clearly stipulated as characteristics of the goods.
3.3. Indications of characteristics and durability, as well as other indications, only constitute a guarantee if they are so stipulated and designated in the contract.
4. Consulting
The provision of assistance to the Buyer by VOYANT DISTRIHUB will occur through prior negotiation between the Parties. Therefore, indications and information on the qualification and application of the goods do not exempt the Buyer from its own inspections and tests.
5. Prices
5.1. The price of the product is the price in effect on the date of invoicing, unless otherwise agreed between the Parties. VOYANT DISTRIHUB may change the price of any product with at least 10 (ten) days' notice. Payment of the full amount of each invoice must be made in the name of VOYANT DISTRIHUB, addressed as indicated on the invoice, in the currency agreed between the parties. All complaints by the Buyer must be made in writing to the VOYANT DISTRIHUB support area via email: Suporte@voyantdistrihub.com , and any compensation or deduction from any invoice is prohibited.
5.2. In addition to the purchase price, the Buyer shall pay VOYANT DISTRIHUB any and all fees, taxes, charges or obligations of any nature that VOYANT DISTRIHUB is required to collect or pay at the time of sale, transfer or shipment of the product (“Tax”), excluding any tax levied on the net profit or equity of VOYANT DISTRIHUB. Notwithstanding the provisions of this clause, VOYANT DISTRIHUB shall not collect and the Buyer shall not pay any tax if the Buyer presents to VOYANT DISTRIHUB the documentation proving its non-taxation. The Buyer shall immediately notify VOYANT DISTRIHUB of any changes in the non-taxation condition levied on the subject matter of this Agreement. The Buyer shall be responsible for any and all taxes, interest and fines resulting from non-payment of the Tax due, in the event that the proof of non-taxation is considered inadequate or invalid by the competent tax authority.
6. Credit
6.1. If at any time the financial responsibility of the Buyer, or the credit risk involved, becomes unsatisfactory to VOYANT DISTRIHUB, VOYANT DISTRIHUB may demand money or satisfactory security for subsequent shipments and deliveries described herein. In such cases, the Buyer must indicate or replace real security(s) in order to adequately guarantee the purchase transactions of Products from VOYANT DISTRIHUB, even those that are in the process of being completed, always observing the amount required by VOYANT DISTRIHUB to constitute the security, and whenever requested by VOYANT DISTRIHUB. VOYANT DISTRIHUB's choice to demand money or satisfactory security does not affect the Buyer's obligation to pay for the Product contracted.
6.2. The Buyer, in case of non-compliance with financial responsibility, agrees to pay all costs and expenses, including attorney's fees, incurred by VOYANT DISTRIHUB in collection.
6.3. VOYANT DISTRIHUB is not responsible for any consequences arising from the change in the credit limit once granted by VOYANT DISTRIHUB's generosity to the Buyer.
7. Breach; Termination
7.1. In the event of any breach by the Buyer of this Agreement or any other contractual obligation in favor of VOYANT DISTRIHUB, (a) VOYANT DISTRIHUB may choose to postpone, at its sole discretion, all or any shipments of the products or require compliance with any other contractual obligation in favor of the Buyer until the breach in question ceases, or (b) VOYANT DISTRIHUB may immediately terminate the contract if the Buyer fails to remedy such breach within 10 (ten) days after receiving written notice from VOYANT DISTRIHUB. In the event of termination, all outstanding payment obligations or other debts of the Buyer to VOYANT DISTRIHUB must be, respectively, duly fulfilled and settled within 15 (fifteen) days after delivery of the notice of termination. Acceptance by VOYANT DISTRIHUB of an amount less than the total amount due will not imply a waiver of any right arising from these Conditions, Contract or applicable law.
7.2. Notwithstanding anything contained in these Conditions and Agreement, VOYANT DISTRIHUB shall not be obliged to grant any discount, issue any credits or make any payments whatsoever to the Buyer unless the Buyer is in full compliance with its payment and other obligations under these Conditions and Agreement and any other contractual obligation in favor of VOYANT DISTRIHUB. Furthermore, in the event that the Buyer fails to make any payment when due, VOYANT DISTRIHUB shall have the right to set off any and all outstanding payment obligations or other debts of the Buyer to VOYANT DISTRIHUB against any outstanding payment obligations or other debts that VOYANT DISTRIHUB or any of its affiliates or parent company may have with the Buyer.
8. Provision of supply
The supply will be carried out in accordance with the commercial clauses stipulated in specific negotiations, to which the interpretation based on INCOTERMS will be applied, in the version in force at the time of invoicing.
9. Compliance with legal provisions
In the absence of express contractual provisions to the contrary, the Buyer shall be responsible for observing the laws and regulations of the competent authorities regarding the import, transportation, storage and use of the goods.
10. Mora
10.1. Failure to pay the purchase price by the due date constitutes a material breach of contractual obligations.
10.2. In the event of default by the Buyer, VOYANT DISTRIHUB will be authorized to charge default interest and applicable charges, and it will be at the sole and exclusive discretion of VOYANT DISTRIHUB to maintain the Buyer in incentive policies applicable to the commercial relationship existing between the Parties.
11. Buyer's rights in case of defects
11.1. Any defects in the merchandise must be notified to VOYANT DISTRIHUB within 48 (forty-eight) hours after being discovered, with the sample serving as a counter-test for VOYANT DISTRIHUB to analyze the claimed defects. The notification must be made in writing, stating exactly the type and degree of defect.
11.2. If the merchandise is defective and the Buyer has duly notified VOYANT DISTRIHUB in accordance with paragraph 5.1, the Buyer shall be entitled to the rights provided for in current legislation.
12. Responsibility
VOYANT DISTRIHUB's entire liability and Buyer's exclusive remedy for any action associated with these Conditions and the related agreement, whether based on tort, contract, strict liability or any other legal theory, is expressly limited to replacement of the nonconforming product or payment of an amount not to exceed the purchase price of the specific product for which damages are claimed, at VOYANT DISTRIHUB's option. In no event shall VOYANT DISTRIHUB be liable for any other damages including, without limitation, incidental, special, punitive or consequential damages. Incidental, consequential or special damages excluded include loss of profits, loss of production, loss of use, or any other indirect or consequential damages of any kind or nature whatsoever to Buyer, its customers, or other persons and entities. Any attempt to correct a claimed defect by any person or entity not authorized to perform such work by VOYANT DISTRIHUB or continued use of such product shall void the product warranty set forth in these Conditions and the Buyer shall be deemed to have accepted the product as is, with no further obligations of VOYANT DISTRIHUB to the Buyer. If requested by VOYANT DISTRIHUB, the Buyer shall return the non-conforming product to the Seller, strictly in accordance with VOYANT DISTRIHUB's written instructions regarding transportation, handling, insurance and other matters as to which VOYANT DISTRIHUB has issued instructions. Failure to comply with these provisions shall invalidate any claim by the Buyer for breach of warranty.
13. Force Majeure
To the extent that any incident or circumstance the occurrence of which VOYANT DISTRIHUB cannot control (including natural phenomena, war, labor disputes or service disruption, shortage of raw materials and energy, obstruction of traffic, fire and explosion damage, acts of government) reduces the availability of goods from the plant from which VOYANT DISTRIHUB receives the goods to such an extent that VOYANT DISTRIHUB is unable to perform its obligations under this contract (taking into account on a pro rata basis other supply obligations), VOYANT DISTRIHUB (i) shall be released from its contractual obligations for the duration of such events and (ii) shall have no obligation to obtain goods from other sources. The first item also applies to cases where the events and circumstances render, on a lasting basis, the business in question unprofitable for VOYANT DISTRIHUB or where force majeure occurs in relation to VOYANT DISTRIHUB's suppliers. If such events last more than 3 (three) months, VOYANT DISTRIHUB has the right to terminate the contract.
14. Place of payment
Regardless of the place of delivery of the goods or documents, the place of fulfillment of the payment obligation is the headquarters of VOYANT DISTRIHUB.
15. Assignment; Right of Transfer
Buyer shall not assign all or any portion of its rights under these Terms and Conditions and the related agreement without the prior written consent of VOYANT DISTRIHUB. The Terms and Conditions and the related agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the respective parties. In order for the parties to fully exercise their rights and perform their obligations under this agreement, any contractual provision necessary to ensure such exercise (including any obligation acquired after the termination date) shall survive termination of the agreement.
16. Allocation
VOYANT DISTRIHUB may allocate its product supply availability among its customers, itself and its affiliates, as long as the supply of the product quantities contemplated in the contract is maintained.
17. Confidentiality
17.1. The Parties agree: (i) not to use any of the Confidential Information except for the purpose of this Agreement; (ii) not to disclose any Confidential Information or any part thereof to any third party; and (iii) not to copy, duplicate or forward the Confidential Information or any part thereof except for the strict performance of the terms of these Conditions and the respective Agreement.
17.2. The restrictions on disclosure and limits on the use of Confidential Information apply to any part of the Confidential Information that: (i) is or becomes publicly known or generally available to the public for any reason other than as a result of disclosure by the disclosing party; in violation of this agreement, or other than as a result of some other improper disclosure; (ii) is known to the receiving party on a non-confidential basis prior to its receipt; (iii) is disclosed to the receiving party on a non-confidential basis; (iv) if required by law, regulation, legal procedure or regulatory authority.
18. Receiving communications
Notices and other communications from one party to the other shall become effective when they reach their destination. If there is a time limit to be observed, such communication must reach its destination within the stipulated time limit.
19. Compliance with Laws
The Parties undertake to comply with applicable legislation, as well as the provisions of the Code of Conduct, Values and Principles of the VOYANT DISTRIHUB Group.
20. Competent court and applicable legislation
The competent court is located in the city of São Paulo – SP, and Brazilian legislation applies to any discussions.
21. Language of the contract
If the General Conditions of Sale are presented to the Buyer in a language other than the language in which the contract was concluded, this will be done solely to facilitate understanding thereof. In the event of different interpretations, the text written in Portuguese will prevail.