General Conditions for the Provision of Services and other Supplies
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General Conditions for the Provision of Services and other Supplies for Suppliers and Service Providers
CONTRACTING PARTY: Metro Dois Cenografia e Locação de Bens LTDA, headquartered in Barueri, at Avenida Marcos Penteado de Ulhoa Rodrigues, 939, Torre I, 8th floor, Tamboré neighborhood, Cep nº 06460-040, in the State of São Paulo, telephone: ( 11) 4375-4868, e-mail: firstname.lastname@example.org;
CONTRACTOR (O) / SUPPLIER: Legal Entity or Individual duly registered with the CONTRACTING PARTY.
1. These general conditions establish the rights and obligations of the CONTRACTING PARTY and the CONTRACTED PARTY applicable to the provision of services as well as other types of supply by the CONTRACTOR to the CONTRACTING PARTY under the terms of the Order and / or Purchase Order issued by the CONTRACTING PARTY.
1.1. The order and these general conditions constitute the contract for the provision of services and other supplies between the CONTRACTOR and the CONTRACTING PARTY, which is entered into in an irrevocable and irreversible manner, observing the provisions in the clauses below.
1.2. The CONTRACTED PARTY declares to be fully in accordance with the clauses of this instrument at the time of acceptance of Orders and / or Purchase Orders issued by the CONTRACTING PARTY, the CONTRACTED PARTY is permanently provided with an electronic copy of these General Conditions for the Provision of Services and other supplies through the website quoted in the link at the end of the order / service order sheet.
1.3. The COTRATADA may also have access to this General Terms and Conditions through other means, requesting through the number 11 4375-4868.
2.1. The CONTRACTOR shall send all the information and documents requested by the CONTRACTING PARTY to prepare and update the registration.
2.2. The CONTRACTOR shall always inform the CONTRACTING PARTY of the updates that occur in its registration.
3. ORDER, SERVICE REQUEST AND / OR PURCHASE ORDER
3.1. Orders, service requests and / or purchase orders will be issued to the CONTRACTOR by the CONTRACTING PARTY, in writing, by electronic transmission on the internet or a printed document.
3.2. If Orders and / or Purchase Orders are not expressly refused by the SUPPLIER / CONTRACTOR within 2 (two) business days after receipt, they will be considered fully accepted.
3.3. The acceptance of the Order, service requests and / or Purchase Order by the supplier automatically converts this document into a Supply Agreement and / or Service Delivery Agreement, regardless of formalization.
3.4. The CONTRACTOR must respect the quantities and dates to be delivered according to the Order and / or Purchase Order. Any change in quantities and dates must be negotiated with the CONTRACTING PARTY's production team. The Order number and / or Purchase Order must be quoted in the “Observations” field of the respective NF that accompanies the delivery.
4. PRICES AND COMMERCIAL CONDITIONS
4.1. Prices and payment terms are those agreed and agreed between the parties.
4.2. The price charged will be the one in force on the date of the order and / or purchase order request, and the billing with the price different from the original order and / or purchase order will be disregarded.
5. CONTRACTOR'S OBLIGATIONS
5.1. It is responsible for the provision of services within the deadline agreed on request and maintaining the highest level of quality.
5.2. You must follow all rules of work safety when providing services.
5.3. Use the PPE throughout the service provision period.
5.4. Maintain total confidentiality of the CONTRACTING PARTY's project information, actions and processes.
5.5. Travel to provide services outside the CONTRACTING PARTY's premises, that is, in the places where the events will take place.
5.6. Pay all taxes and contributions arising from the supply, existing or that may be created, due and incurred on the perceived remuneration.
5.7. Keep the CONTRACTING PARTY constantly informed of the progress of the Services, clarifying any doubts that may arise.
5.8. Comply with all the terms and obligations set out in the order and with all terms and conditions set out in these general conditions.
5.9. Provide for repairs that are necessary for defects or errors in execution that affect safety, functionality and / or other quality requirements of the contracted products or services.
6. CONTRACTING PARTY'S OBLIGATIONS
6.1. Provide any and all information necessary for the provision of services.
6.2. Make payments due to the CONTRACTOR in accordance with the order.
6.3. Immediately notify the CONTRACTED PARTY if it finds the need for changes, corrections or replacement of any portions of the Services and Supplies performed defective, which may be defective or performed in disagreement with the provisions of this general conditions term.
6.4. Comply with all the terms and obligations established in the order, as well as, all the terms and conditions established in these general conditions.
7. PAYMENT OF THE PRICE FOR SERVICES AND / OR SUPPLY
7.1. Payment of service prices by the CONTRACTING PARTY to the CONTRACTOR will be made by depositing in the current account indicated by the CONTRACTING PARTY to the CONTRACTING PARTY at the time of registration, a bank slip may also be issued, provided that it is authorized by the CONTRACTING PARTY.
7.2. The CONTRACTOR will issue the invoice or equivalent document and send it to the CONTRACTING PARTY to certify the acceptance and approval of the services provided or products provided.
7.3. The CONTRACTING PARTY will make the payment as presented in the order and / or service order.
7.4. In case the CONTRACTING PARTY makes an advance payment in favor of the CONTRACTED PARTY and the service is canceled and / or readjustment that implies a reduction in services, the amount already paid to the CONTRACTING PARTY will be refunded, and in the cases that may be necessary, the abatement may occur. expenses related to the beginning of the provision of services by the CONTRACTOR, provided that they are duly proven and do not exceed 10% of the amount advanced.
8. LABOR AND SOCIAL RESPONSIBILITY
8.1. These general conditions, as well as the request do not establish and will not establish any employment relationship between the CONTRACTING PARTY and the CONTRACTOR and / or its LEGAL, EMPLOYEES, PROSPECTS or SERVICE PROVIDERS, and the CONTRACTOR shall bear all its labor, social security, charges. landowners and insurance companies, as well as being responsible for expenses related to any labor claims that the CONTRACTING PARTY may suffer and that are related to the request or these general conditions, or to the fulfillment or non-compliance with any obligation provided for in the order or in these general conditions, there is no joint or several liability or any kind of co-responsibility between the parties;
8.2. The CONTRACTED PARTY undertakes to preserve and keep the CONTRACTING PARTY apart from claims, complaints, actions, labor claims and representations of any nature, relating to the activities carried out by the CONTRACTOR or by third parties for the fulfillment of the CONTRACTOR's obligations under the order or these general conditions.
8.3. In the event that the CONTRACTOR and / or any party related to the CONTRACTOR, including, but not limited to, its partner, legal representative, supplier, client, employee, ex-employee or any third party creditor to any of the contractor comes to bring an action, claim labor or any other judicial or extrajudicial measure against the CONTRACTING PARTY, the CONTRACTOR is hereby obliged to:
a) assume the passive pole of the action.
b) and guarantee the judgment by judicial deposit of an amount equivalent to 100% (one hundred percent) of the request plus legal expenses, within the period established for the presentation of the defense by the contractor or within a maximum period of 5 (five) days from receipt , by the contractor, of notification of the contractor in this regard or, in case of impossibility of judicial deposit, regardless of the reason, pay directly to the contractor the amount established in this item (b); and
(c) pay the CONTRACTING PARTY legal fees and other costs incurred by it to defend its interests in the lawsuit referred to in this clause. 8. Including, but not limited to, travel, accommodation, meals, etc .; and
(d) to pay or deposit in court, including as collateral, any amounts that the contractor is required to pay, deposit or guarantee, under penalty of the CONTRACTING PARTY making such deposit or payment, charging the CONTRACTOR the respective amount, plus a 10% fine (ten percent) and interest calculated pursuant to Article 406 of the Civil Code.
8.4. In the event that, cumulatively, (I) the CONTRACTOR will pay the CONTRACTING PARTY 100% (one hundred percent) of the order value, plus procedural costs, in accordance with the provisions of item (b) of clause 8.3 above; and (II) the CONTRACTING PARTY is excluded from the liability of the action, labor claim or judicial or extrajudicial measure referred to in clause 8.3, in a final and unappealable decision, or becomes the action, labor claim or judicial measure deemed unfounded or partially valid , by unappealable decision, the CONTRACTING PARTY will return to the CONTRACTED PARTY the positive difference, if any, between: a) the amount paid by the CONTRACTED PARTY to the CONTRACTING PARTY in accordance with the provisions of item (b) of clause 8.3, monetarily restated by the IGPM, of FGV, or the index that replaces it; b) and the sum of the amounts spent by the contractor with legal fees for the defense of its interests, the amount of the sentence and the costs and procedural expenses.
9. INADIPLEMENT AND DELIVERY FORECAST
9.1. If the CONTRACTOR is unable to provide the services or suspects that it may have any problem to fully comply with the obligations established in the order or in these general conditions, for any reason, it must immediately notify the CONTRACTING PARTY, verbally and in writing. Such communication by the CONTRACTOR will not exempt it, under any measure, from any obligation established in the order and / or in these general conditions.
9.2. In the event of non-payment by any of the parties of any amount due under these general conditions or the request on their respective maturity, the delay will automatically be characterized, regardless of any communication or notification from one party to the other. The party that is in arrears regarding the payment obligation will pay to the other party the amount due and unpaid, monetarily adjusted by the IGPM / FGV variation, or by the index that will replace it, plus a 0.5% fine ( five tenths per cent) of the amount due and unpaid and interest on arrears of 1% (one per cent) per month.
9.3. The CONTRACTED PARTY will indemnify the CONTRACTING PARTY or third parties for any losses and damages (moral, material or of any other nature) caused to the CONTRACTING PARTY or to a THIRD PARTY and related to actions or omissions of the CONTRACTED PARTY or to an act or fact attributable to the contractor and which is in disagreement with what is stipulated in these general conditions, in the order or in the applicable legislation.
9.4. In the event that the CONTRACTOR is unable to fulfill, in whole or in part, any stipulated obligation due to the situation of unforeseeable circumstances or force majeure, it will be automatically released from the fulfillment of its obligations.
10. TERMINATION HYPOTHESES
10.1. In addition to the other cases of termination provided for in specific provisions of these general conditions, the application can only be terminated in the following cases:
a) by either party, if insolvency, bankruptcy request or decree, request for judicial and / or extrajudicial recovery of the other party occurs, regardless of any prior notification;
b) by the CONTRACTING PARTY, at its discretion, in the event of (I) any paralysis of the activities of the CONTRACTED PARTY and / or its suppliers occurs and which demonstrate, at the CONTRACTING PARTY's discretion, that they could harm in any aspect the provision of services under the conditions and within the deadline stipulated in the application and these general conditions; or (II) breach or delay, by the contractor, of any of the obligations to it (CONTRACTOR) assigned in these general conditions or in the order;
c) by the CONTRACTED PARTY, in the event that the CONTRACTING PARTY does not make the payments actually due under the order and these general conditions within 30 (thirty) working days from the date of receipt of written notification sent by the CONTRACTOR to the CONTRACTING PARTY for the payment of the overdue amount, if due.
10.2. The parties will not be responsible for paying a fine or indemnity in the event of termination based on sub-item (a), clause 10.1 above or clause 9.4, however, all obligations assumed under these general conditions and the request prior to termination must be observed. .
10.3. In the event of termination based on items (b) or (c) of clause 10.1 above, the offending party will be subject to the payment of a non-compensatory fine corresponding to 5% (five percent) of the total amount of the order, in addition to reimbursement and / or indemnity the losses incurred by the innocent party due to the default, without prejudice to the indemnities and penalties provided for under these general conditions and the application.
10.4. In any event of termination of these general conditions and the order, not excluding the other penalties and indemnities established in these general conditions and / or in the order, the CONTRACTED PARTY will be obliged to provide the services whose price has already been paid or, at the discretion of the CONTRACTING PARTY, return all amounts already paid by the CONTRACTING PARTY, plus monetary restatement by the IGP-M / FGV index, or by the index that replaces it.
10.5. Except in cases of intent or serious fault, the parties will not be responsible for paying the other party compensation for lost profits, indirect or consequential damages.
10.6. Any indemnity or fine owed by CONTRANTATE to the CONTRACTOR under the request and / or these general conditions will be limited to 10% (ten) percent of the price of all services.
11.1. The application and these general conditions will come into effect under the terms of the clause. 1 and will remain in effect until the date established in the order or until full compliance with the provisions of the order and in these general conditions, whichever occurs last, with due regard for the other provisions of these general conditions and the order.
12. GENERAL CONSIDERATIONS
12.1. The CONTRACTING PARTY is a company that produces events and sets a setting for exhibitions and the like and will generate demand for its suppliers and service providers within the scope of their business.
12.2. The CONTRACTING PARTY's demand for the CONTRACTOR is uncertain, as it will be conditioned to the specificity within the scope of each project.
12.3. The CONTRACTOR is a legal entity or individual, providing technical services, who will act on the demands that are generated by the CONTRACTING PARTY or its projects.
12.4. The CONTRACTOR is not obliged to exclusive supply with the CONTRACTING PARTY.
12.5. The CONTRACTOR declares to be fully qualified and to possess technical knowledge compatible with the contracted services.
12.6. The CONTRACTED PARTY will not have a fixed timetable for the CONTRACTING PARTY.
12.7. The CONTRACTOR will not receive for the services provided, monthly salary with a fixed amount.
12.8. Throughout the provision of services, the CONTRACTOR will use techniques and equipment appropriate to the work safety standards.
12.9. The CONTRACTOR is aware that its relationship with the CONTRACTING PARTY is a mere provision of technical services, whether occasional or not, and that this contract departs from the CONTRACTOR and its subordinates and subcontractors the quality of employee (a) CLT before the CONTRACTING PARTY.
12.10. The CONTRACTED PARTY undertakes now and in an irrevocable and irreversible manner not to yield, give as a guarantee, securitize or in any way transfer to third parties any credits it holds against the CONTRACTING PARTY and that are related to the order and / or these general conditions, without the express written authorization of the CONTRACTING PARTY. Any assignment made in breach of this obligation will be considered void in its own right, and all payments made by the CONTRACTING PARTY directly to the CONTRACTOR and released from the CONTRACTING PARTY's obligation will be considered regularly made.
12.11. The CONTRACTOR is aware of and authorizes the PRIVACY TERMS under the General Data Protection Law, available on the CONTRACTING PARTY's website.
12.12. The CONTRACTOR may provide services to other PROPOSAL (S) service providers of the CONTRACTING PARTY, simultaneously or not, observing on these occasions:
a) The provisions of items: 5.2, 5.3, 5.4 and 5.6 of clause 5, as well as of all items of clause 8 of this General Supply Conditions Term;
b) Always using the best commercial and tax practices to sign the supply agreement with the BIDDER, always detailing the duties and rights between the parties.
c) Exempting the CONTRACTING PARTY from any responsibility for the agreement signed between the BIDDER and the CONTRACTOR, whether in any legal or fiscal sphere.
12.13. The CONTRACTING PARTY reserves the right to modify the conditions provided for in these General Supply Conditions, with the commitment to inform the CONTRACTED PARTY in advance of the new conditions that will be applied, as well as the date of modification.
12.15. If for any reason any of the provisions of this term becomes or is declared invalid, illegal or unenforceable by any competent court, the parties will negotiate in good faith to agree on provisions to replace them and to maintain, as far as possible, in all circumstances, the balance of the Parties' commercial interests. In this case, the other contractual provisions not affected by the legal prohibition will survive with their full effectiveness.
13. THE FORUM
13.1. Barueri, São Paulo State, is elected to settle any disputes arising from the general conditions and / or request.
Barueri, January 4, 2021
This General Terms and Conditions of Supply may be updated periodically. Metro Cenografia will notify through notice on the website and request, to give the Holder knowledge about the changes before they become effective.