1. Introduction

1.1 The General Conditions for the Supply of Goods and/or Services (“CGF”) apply to the purchases, contracting and/or transactions of goods and/or services (“Supply”) from a supplying party (“Supplier”) to the company AGRIVALLE BRASIL INDUSTRIA E COMERCIO DE PRODUTOS AGRÍCOLAS S.A. (“Agrivalle”) and/or any other company, fund or company that, directly or indirectly, control, is controlled by it or is under common control with it, including affiliates and affiliates (“Affiliates”) and constitute an integral and inseparable part of the respective purchase order (“Purchase Order”), superseding any prior understandings between the Parties and any other conditions presented by the Supplier. Only these GTC, the provisions contained in the respective Purchase Order and any other documents referenced in the Purchase Order are binding on Agrivalle. Agrivalle and the Supplier are, for the purposes of the GTC, hereinafter jointly referred to as the “Parties” and individually the “Party”. The provisions of this GTF shall prevail over any others that conflict with or are incompatible with them, including those of the Purchase Order and the Proposal. In the event of a divergence between the provisions contained in the Purchase Order and the Proposal, the provisions of the Purchase Order shall prevail. The applicability of the CGF is excepted in the event of a specific contract entered into between the Parties, in which the latter will prevail.

1.2. This GTF establishes the clauses and conditions that must be observed by the Parties when (and if) they actually contract a Supply. Thus, once a Supply has been agreed, the clauses and conditions of these GTC will govern the respective legal relationship established between the Parties, regardless of any other formality. For this reason, and as a condition for the execution of these GTC, it is hereby established that it does not ensure any exclusive right to the Supplier, as well as does not generate a right or even expectation of right to any of the Parties, of any kind and nature, as a result of which, if a Purchase Order is not formalized and accepted, nothing shall be due from one Party to the other in any capacity.

2. Accepted

2.1. Acceptance of these GTC by the Supplier shall take place by agreement to the respective written Purchase Order to Agrivalle or shall be deemed tacitly accepted by the Supplier in the event of commencement of the Supply, whichever occurs first. Partial acceptance is prohibited.

2.1.1. The Supplier may not commence the Supply prior to its acceptance of the Purchase Order.

2.1.2. Tacit acceptance of a Supply in which there is Agrivalle’s authorization to advance the Price to the Supplier.

2.1.3. In the event of tacit acceptance by the Supplier, Agrivalle may cancel the Purchase Order at any time, provided that the Supply has not commenced, without any burden or penalty to Agrivalle for this act.

2.2. If the Supplier disputes these GTC, it shall not initiate the Supply. If you start the Supply, the Purchase Order and these GTC will be deemed accepted and the dispute retracted.

2.3. The Purchase Order, its acceptance, these GTC and the performance of the Supply constitute the entire contract between Agrivalle and the Supplier.

3. Validity and Amendment of the GTCs

3.1. These GTC come into force upon and upon their acceptance by the Supplier, as per item 2 above, and will be in force until full compliance with the obligations assumed by the Parties in the respective Purchase Order.

3.2. Agrivalle may amend, at any time, these GTC, aiming at their improvement and to comply with the legislation and its internal policies. In this case, the new CGF will be registered in a notary’s office and/or published on Agrivalle’s website: www.agrivalle.com.br.

4. Price and Payment

4.1. The prices of the products and/or services specified in the Purchase Order are fixed, certain, determined and comprise all direct and indirect expenses and charges of any nature, including, without limitation, those related to their transportation, costs, storage, fees, taxes, contributions, tariffs, emoluments (“Price”), unless otherwise agreed in the respective Purchase Order. Any adjustment or increase in the Prices may only be made with the prior, express and written approval of Agrivalle.</span’s Purchasing area>

4.1.1. In the event that the Purchase Order establishes unit prices and only a global estimate of the value of the Supply (for reference only), any additional services requested by Agrivalle or any variation up or down in relation to the estimated global value shall not change the unit price provided for in the Purchase Order.

4.1.2. When authorized by the Purchasing area, the exception of what is provided for in caput, regarding the possibility of passing on any expenses with travel, tolls, lodging, food, parking, among others, such expenses will still depend on prior written authorization from the manager of the area responsible for the contract at Agrivalle.

4.2. If any error and/or disagreement of the invoices/invoices with the provisions of these GTC and the Purchase Order is found, the invoices will be refused and the respective payments will be suspended until their effective correction, without this implying the interruption of the Supply. Delay in the delivery of regular invoices by the Supplier may result in an equivalent delay in payment of the Price, without this implying any additional charge for Agrivalle.

4.2.1. If Agrivalle finds any irregularity in the payment already made, it may choose to deduct this amount from the next payment or notify the Supplier so that it can refund the amounts overpaid, which the Supplier must do within three (3) business days from the date of receipt of the notification in question.

4.3.The partial or total payment of the Price, as the case may be, will only be made by deposit/bank transfer in a current account held by the Supplier and/or bank slip (the latter, only when authorized by Agrivalle), after the following requirements have been met, cumulatively: (a) the verification and acceptance by Agrivalle of the Supply and in the case of authorized advance, the Supplier’s written acceptance of the Purchase Order; (b) Supplier’s performance of all obligations; and (c) issuance and sending of the regular Invoices/Invoices related to the Supply, which must be issued within the due month and sent to Agrivalle, at least 15 days prior to the due date, to the e-mail addresses: nfe@agrivalle.com.br and the manager of Agrivalle’s requesting area, detailing the type of Supply, the number of the Purchase Order, the date and location where the Supply was performed and/or delivered. If none of the above requirements are met, Agrivalle’s obligation to pay the Price will be suspended proportionally until all requirements are met by the Supplier, in which case Agrivalle will not incur in default and/or default in any way.

4.3.1. Without prejudice to other specifications, the billing documents issued by the Supplier as a result of the Supply shall contain the following information: (i) the Purchase Order number; (ii) the discounts and their calculation basis, the net amount payable and the taxes levied; and in the case of Supply of services (iii) the indication of Agrivalle as the service taker, the place where the services are performed, and, if applicable, the CEI registration number of the work (in the case of civil construction).

4.3.2. If the Parties adjust the payment of the Provision Price in installments by means of measurement, event or otherwise, the corresponding installment will be paid after confirmation of the fulfillment of the event, in writing, by Agrivalle, being certain, moreover, that the payment of the installment does not imply the definitive acceptance of the paid portion, and Agrivalle is only obliged to give acceptance in the Supply after it has been completed and found to be compliant.

4.3.3. In the case of the Provision of Services, the Supplier must present along with the regular invoice/invoice a copy of the receipts of FGTS and INSS payments and other documents that are requested by Agrivalle.

4.3.4.In the event of unjustified delay in the payment of the Price, according to the conditions and deadlines established in the Purchase Order, Agrivalle will pay default interest of 1% (one percent) per month and monetary correction for the variation of the IPCA on the amount due, without any other penalty and/or indemnity being due by Agrivalle to the Supplier as a result of the delay. The Supplier may authorize the payment, without the penalties provided herein. If such authorization given is not formalized in writing, with Agrivalle having paid the principal amount, the non-claim of the default charges provided for by the Supplier within 5 days from the payment, will imply tacit forgiveness.

4.3.5. The bank receipt will serve as a receipt for the payment of the Price.

4.4.The taxes that are due as a direct or indirect result of the Supply, or its execution, constitute a burden of responsibility of the Supplier, including those of a tax, labor, insurance and social security nature, including the Service Tax. Without prejudice to this, the Supplier shall highlight and indicate in the collection document the taxes that may be subject to withholding, so that Agrivalle can withhold and make its payment directly to the taxing entity.

4.4.1. In the case of the Supply of Services in which there is assignment of labor or contract, the Supplier undertakes to submit to Agrivalle, until the issuance of the Purchase Order, the part of the Price corresponding to the labor applied and that corresponding to the equipment and materials, for retention purposes, in accordance with the social security legislation in force.

4.4.1.1. Also in compliance with the legislation in force, the Supplier undertakes to (i) highlight on the invoice/invoice the amount of the withholding with the title of “Withholding for Social Security”; (ii) itemize in the body of the invoice/invoice the value of the services and the value of the materials and/or equipment applied; and (iii) to keep in its possession, to submit to the Federal Revenue Service, when necessary, the tax documents for the acquisition of materials or the equipment rental agreement, as the case may be, related to the materials or equipment whose values were itemized in the invoice/invoice and/or in the Proposal.

4.4.1.2. Failure by the Supplier to comply with the obligations indicated in the items above will result in the withholding and payment, by Agrivalle, of the social security contribution, in the amount corresponding to 11% (eleven percent) of the total amount of the invoice/invoice, under the terms of the legislation in force.

4.5.It is hereby established that Agrivalle will withhold the amount of taxes levied on the transaction as a tax officer and deduct them from the payment to be made to the Supplier, provided that they are due under the terms of applicable law or regulation.

4.6.If it is found by the competent inspection body that there was an inferior and/or incorrect payment, due to an error attributed to the Supplier, which causes the application of a fine and/or assessment subject to complementary payments of taxes, contributions or labor/social charges by Agrivalle, Agrivalle will have the right to immediately collect and receive from the Supplier or its successors, and the Supplier, by itself and its successors, undertakes to pay the total amount ascertained by Agrivalle.Agrivalle shall be entitled to offset the amounts ascertained against any and all amounts due by the Supplier to Agrivalle, pursuant to this or any other Supplies, including, but not limited to, the Price.

4.7.If, during the term of these CGF, there is the creation, entry into force or effectiveness of new taxes, an increase in the tax burden, whether by rate, calculation basis and other methods of effective increase of the burden, which demonstrably increases the acquisition cost or any other burden of Agrivalle within the scope of the CGF, the Parties undertake to conduct a new negotiation to define the Price.

4.8. It is expressly forbidden for the Supplier to issue any credit instrument against Agrivalle due to the Supply, as well as to assign, negotiate, guarantee or discount any securities with banks or third parties, to present its right of receipt as collateral to obtain a credit line and/or advance on receivables. Furthermore, the extraction of duplicates from the invoices that will be issued within the scope of the Supply, as well as the issuance, by the Supplier, of any other document capable of giving rise to a protest against Agrivalle, is prohibited. Any exception will only be made with written authorization from Agrivalle.</span’s Legal Department>

4.8.1. It is forbidden to issue Invoices/Invoices and/or any other documents from third parties directly to Agrivalle, unless otherwise authorized in writing by the Purchasing area.

4.9. Agrivalle is hereby authorised to suspend/withhold/offset the payment of the Supplier if the Supplier fails to comply with the obligations and deadlines set out in these GTC and/or the Purchase Order and to fail to pay any tax or fee that is legally obliged by law or by virtue of the provisions of these GTC.

4.10. Price adjustment will only be allowed in Supply that exceeds the period of 12 (twelve) months. If there is no provision for readjustment in the Supplier’s Commercial Proposal, the contracting will be without price adjustment. If there is a provision for readjustment in the commercial proposal presented by the Supplier and if it is higher than the IPCA, the prevalence of the IPCA, or another that in its absence may replace it, is stipulated, regardless of the index or metric provided for in the Commercial Proposal.

5. Delivery and Fulfillment

5.1.With the acceptance by the Supplier to the CGF, in accordance with item 2, the Supplier will have been obliged to faithfully comply with the deadline, place and conditions of delivery and/or performance of the Supply established in the Purchase Order. In the event that the Supply is not delivered/executed on time, at the place and under the conditions set out in the Purchase Order, Agrivalle may, at any time, cumulatively, at its sole discretion, without any charge or penalty: (i) terminate the Supply; (ii) change its term and location, upon notice to the Supplier; (iii) require that the Supply be replaced or redone within the time indicated by Agrivalle; (iv) purchase the Supply from another company at the expense of the Supplier, who shall be fully responsible for all additional costs incurred by Agrivalle; (v) charge the Supplier a non-compensatory daily fine of 1% (one percent) on the value of the respective Purchase Order, considering the escalation provided for in clause 9.3 and (vi) withhold and/or deduct from the balance due to the Supplier the corresponding amounts, in guarantee of compliance with the aforementioned obligations.

5.2.The Supplier shall prepare, label and package all products and goods intended for the Supply, in accordance with best commercial and transport practices and Agrivalle’s requirements, in order to ensure their delivery and the absence of damage. The Supplier must deliver the respective user manuals, and must present, when applicable, all relevant documents, such as: certificates of origin, technical analysis reports, guarantees, among others that Agrivalle deems necessary.

5.2.1. It is up to the Supplier to adopt packaging that guarantees the integrity of the product supplied, facilitating handling and storage, or when applicable follow the specifications provided by Agrivalle. It is preferable to use returnable and recyclable materials.

5.2.2. The identifications of the product packaging must be legible containing, if possible, the following information: Name of the Supplier; Purchase Order/Item Number; Product Name; Product code described in the Purchase Order; Product quantity; Lot; Manufacturing and expiration date.

5.3.The transport of the products will be defined in accordance with what is negotiated and established in the respective Purchase Order. Notwithstanding the possibility of indicating other modalities provided for, if it is CIF, it will be up to the Supplier to deliver the Supply to Agrivalle, according to the term, conditions and address indicated by Agrivalle in the Purchase Order, and the Supplier is responsible for loading at the place of origin, transport to the place indicated by Agrivalle and unloading at the place of destination.

5.3.1. If the freight defined by the Parties is FOB, it will be up to Agrivalle to pick up the products at the address(es) indicated in the Purchase Order, within the period indicated by Agrivalle in said document, and Agrivalle is responsible for the transport to the place of destination, the loading of the same at the origin and the unloading at the destination, if so defined between the Parties.

5.3.2. If the Parties have agreed on a mode of transport other than those provided for above, it will be indicated in the respective Purchase Order, and in the absence, as provided for in the Commercial Proposal, any specifications must be indicated by the Parties in said documents.

5.4. The Supplier undertakes to conclude and deliver the Supply according to the schedule/deadlines agreed between the Parties, in compliance with the technical and legal requirements, in conditions of structural and operational safety and with the appropriate characteristics.

5.4.1. The Supply will only be considered completed provided that it is expressly approved in writing by the manager, and in his absence by the coordinator of Agrivalle’s requesting area, who may request the necessary adjustments from the Supplier, who must make them within the period indicated by Agrivalle, at no cost to the latter.

5.5. Neither Party shall be liable for any failure or delay in the performance of its obligations if such failure or delay is caused by an act or fact considered to be an act of God or force majeure, in accordance with the Brazilian Civil Code, except for the Party that is in default at the time of the act or fact. However, the Party that delays the performance of its obligations under this item shall immediately notify the other, describing the circumstances that caused such delay, as well as the date of restoration of the normal conditions for performance of the obligations. It is hereby clarified that the lack of labor, materials or utilities, as well as delays by the Supplier’s subcontractors, will not be valid justifications for non-compliance with any of its obligations.

5.5.1. If the deadline for restoration is incompatible with Agrivalle’s needs or the loss of the works unjustifies or makes it impossible to properly recompose, Agrivalle is allowed to terminate the Supply with payment proportional to the service effectively provided. If there is a balance in favor of Agrivalle, the Supplier must return it, within five (5) days, counted from the resolution of the Supply, by bank deposit in an account held by Agrivalle, to be timely informed.

6. Guarantees

6.1.The Supplier represents and warrants to Agrivalle and its Affiliates, customers and users, that all products and/or services, as applicable: (i) will correspond to all samples submitted by the Supplier to Agrivalle and in strict accordance with the terms of the Purchase Order and/or any other description requested, provided or adopted by Agrivalle; (ii) will be new, unless otherwise authorised in writing by Agrivalle; (iii) will be free from defects; (iv) will be suitable and safe for marketing and for the purpose for which they are normally used; (v) will be appropriate for the specific purpose for which Agrivalle intends to use it; (vi) will not violate any kind of third party rights; (vii) with respect to ingredients and formulations, when processed in accordance with Agrivalle’s standard manufacturing processes, will result in high-quality finished product(s) that are consistent with Agrivalle’s standards, specifications and attributes; (viii) with respect to services, they will be performed diligently, according to the highest technical/professional standards; and (xix) shall observe and/or be provided in accordance with all applicable laws, ordinances, orders, rules, measures, regulations and standards of administrative, federal, state and municipal sectors and others.

6.2.The Supplier shall be responsible for the perfect functional performance of the Supply, ensuring its integrity and the quality of all its components for a minimum period of 12 (twelve) months from the technical acceptance of the Supply by Agrivalle, or for a longer period eventually established in the legislation in force, in the Purchase Order or offered by the Supplier in the Proposal, and that the CGFs will prevail in this regard.

6.2.1. In the case of Supply of perishables, the Supplier grants a guarantee for the quality of the products supplied by it for the shelf life of the products.

6.3.Agrivalle’s inspection, testing, payment or use of the products and/or services provided by the Supplier shall not constitute acceptance, forbearance and shall not affect, for any reason, the Supplier’s obligations and warranties under the Purchase Order and/or these GTC. Agrivalle may, at any time, reject or revoke acceptance of any products and/or services which, in its sole discretion, are defective and/or do not comply with the terms of the Purchase Order and/or these GTC.

6.4.The Supplier undertakes to redo the services and/or products, to correct the defect or, even, to replace and/or replace them, as applicable, within a maximum period of 48 (forty-eight) hours, unless another period is authorized in writing by the Director of Agrivalle, responsible for the area managing the contract, or if a shorter period is provided for in the Proposal (and which will prevail to the CGF in this regard), from the sending of written communication by Agrivalle, of any defect, defect or inadequacy of the Purchase Order, these GTC or the standards agreed between the Parties, always at no additional cost to Agrivalle. In the event of failure to meet this deadline, Agrivalle, at its sole discretion, may apply the provisions of clause 5.1., without this implying the loss of the warranty provided and/or the rights provided for herein to Agrivalle.

6.5. Agrivalle may, in whole or in part, return to the Supplier the products and/or reject services that it considers to be in non-conformity with the Proposal, the Purchase Order and these GTC, and Agrivalle may charge the Supplier for all expenses and costs incurred thereby, including, but not limited to, packaging and storage expenses, inspection, shipping, transportation, insurance, materials and labor.

7. Allergens, pathogens, GMOs, contaminants, specification and alteration of Products Supplied

7.1.This clause shall apply in the event that the Supply arises from products, raw materials, inputs, in which case the Supplier declares in writing that the Supply is free of allergens, pathogens, transgenics, contaminants and the possibility of contamination during the production process and/or transportation of products by the Supplier (“Report”).

7.1.1. Agrivalle may request supporting documentation or laboratory tests attesting to the absence of these elements, in order to ensure compliance with applicable health, safety and quality standards, such as, but not limited to: (i) quality certificates or analytical reports/methods; (ii) technical sheet; (iii) safety data sheet (SDS); and (iv) emergency form, when applicable.

7.1.2. The Supplier undertakes to promptly inform Agrivalle, in writing, of any change in the composition of the products supplied, as well as if there is a risk that during the production process and/or transport of the products, there is the presence of genetically modified (transgenic), pathogenic, allergenic organisms or any other contaminants that may pose risks to health or safety in the Supply, in accordance with applicable legislation and required safety and quality standards.

7.1.3. Such communication shall be made immediately so that Agrivalle can assess and take the necessary steps to ensure compliance with applicable health, safety and quality standards, including, if necessary, carrying out laboratory tests or requesting supporting documentation.

7.3.1.1. In the event that the measures are unsuccessful, it will be at the discretion of Agrivalle to terminate the Supply, without any burden or penalty for this act to the latter, without prejudice to any compensation by the Supplier for the damages sustained by Agrivalle.

7.1.4. Failure to comply with this clause may result in the termination of the Supply by Agrivalle, and the Supplier is also obliged to bear any and all expenses and losses that its omission causes.

7.2. In the event that the Supplier becomes aware of adverse events and/or adverse reactions or other relevant safety and quality information from the Supply, or from the receipt of technical complaints about the Supply, the Supplier shall inform Agrivalle thereof as soon as possible and in no event later than one (1) business day after becoming aware of them. For such purposes, the Supplier shall contact us by e-mail: compras@agrivalle.com.br.

7.2.1. If the Supplier does not comply with the provisions of clause 7.2., it will be at the discretion of Agrivalle the possibility of terminating the Supply, without prejudice to compensation for losses and damages arising from the omission and other penalties imposed in these GTCs.

8. eRecall Tracking

8.1.In the event that the Supplier’s acceptance of these GTC arises from the Supply of any product, the Supplier shall maintain a registration system that enables the traceability of data and documents related to said product supplied to Agrivalle, which shall include the quantity, validity and batch of each product, as well as the origin and respective destination.

8.2.These data and documents shall be made available at any time upon request by Agrivalle and shall be kept by the Supplier not only for the entire term of these GTC and the Purchase Order, but also, at least, for five (5) years following the end of the Supply, and the availability of these data and documents shall occur within the maximum period established by Agrivalle.

8.3.If Agrivalle initiates, spontaneously or at the request of government agencies, a Recall procedure for any product marketed by it and that, directly or indirectly, is related to the products supplied by the Supplier, it will be up to the Supplier itself to provide full assistance to carry out said procedure. Recall is understood as the procedure that involves the summoning by the manufacturer or distributor for a certain product to be taken back to it for replacement or repair of possible or actual defects.

8.4.In the event provided for in the item above, the Supplier must inform all the data of the products supplied or other information that may be requested by Agrivalle, as well as allow Agrivalle to carry out an audit, without this implying any exemption from liability of the Supplier.

8.5. Supplier will also provide Agrivalle with complete records of all shipments of the products, as well as cooperate, at Agrivalle’s option, with any and all communications from Agrivalle with local, state, federal or other regulatory bodies.

8.6.The decision to carry out a Recall will always be exclusively up to Agrivalle, as well as all decisions related to any strategy for the execution of said procedure.

8.7.Without prejudice to other indemnities and penalties provided for in these GTC, the Supplier shall be fully liable for all damages caused to Agrivalle or third parties as a result of the products supplied, even if the fact that may generate the damage is not identified at the time of making them available to Agrivalle, as well as for any damages arising from incorrect and/or untrue information that may be provided to Agrivalle.

9. Compensation and Fines

9.1. The Supplier, its affiliates, affiliates, parents, subsidiaries or any others under common control (“Related Parties”), shall indemnify and hold Agrivalle, its Affiliates and third parties, free and harmless with respect to any and all damages, claims, liabilities, judicial and administrative, settlement amounts, costs, royalties, fines, assessments, charges, losses and damages, including those of a moral, competitive and loss of profit nature, in addition to expenses such as, but not limited to, attorneys’ and expert fees, arising from or resulting from non-compliance with the legislation, these CGF and/or the Purchase Order.

9.2.The amount of any losses sustained by Agrivalle, its Affiliates and third parties, shall be promptly indemnified by the Supplier and/or its Related Parties, within a non-extendable period established by Agrivalle, counted from the notification sent to the Supplier with the description of the losses.

9.2.1. Agrivalle is hereby reserved the right to retention, deduction and/or compensation of the amount due due to the losses incurred by Agrivalle, its Affiliates and third parties, due to the discharge of obligations arising from the Supply.

9.2.2. Without prejudice to the foregoing, Agrivalle is assured the right to seek the specific performance of the obligations assumed by the Supplier, such as, but not limited to, the filing of regressive action, as well as other measures necessary to satisfy its rights.

9.3. For clauses with fines that have staggering, the following rule will be considered: (i) For contracts with a value of up to R$ 30,000.00 (thirty thousand reais), a fine of 10% (ten percent) will be applied on the total value of the contract; (ii) For contracts with a value between R$ 30,000.01 and R$ 50,000.00, a fine of 15% (fifteen percent) will be applied to the total value of the contract; (iii) For contracts with a value above R$ 50,000.01, a fine of 20% (twenty percent) will be applied to the total value of the contract. Without prejudice to the immediate collection, by Agrivalle, of all losses and damages that such default may cause to it. The amount of the fine will be monetarily adjusted based on the variation of the IPCA (or the index that may replace it) and plus default interest of 1% (one percent) per month, calculated pro rata die from the date of its taxable event until the date of its effective payment.

9.3.1. The fine will be applied independently and cumulatively for each Supply affected by the non-compliance.

9.3.2. The application of the fine does not exempt the Supplier from the obligation to comply with the other provisions of these GTC and/or the Purchase Order or to bear any additional losses and damages caused by its non-compliance.

9.4. The fines and indemnities provided for in these GTC may be demanded cumulatively.

10. Amendment to the original Purchase Order and/or Additional Supplies

10.1. By forwarding the Proposal to Agrivalle, the Supplier guarantees that it has carried out all the necessary steps for its formalization, as well as that the items and services listed therein include what is necessary for the faithful and full compliance with the Provision herein

10.2. If, after the start of the Supply, it is evident that there is a need to change the original Purchase Order to replace and/or reduce the Supply, the Supplier must submit a new written Proposal, contemplating the initial Supply, as well as the items to be replaced and/or reduced, for the evaluation of Agrivalle’s Purchasing area, which shall be approved by the latter within fifteen (15) working days, and the silence of Agrivalle shall be interpreted as refusal of the aforementioned proposal, in which case any expenses incurred by the Supplier in relation to the additional scope, shall be borne exclusively by the latter, without the right to refund.

10.2.1. If Agrivalle chooses to continue the Supply with the new Proposal, which, it should be repeated, must contain the entire updated scope for the Supply, the Proposal previously in force will be revoked.

10.2.2. If Agrivalle chooses to discontinue the Supply, the proportional adjustment of the Supply actually made will be made, without incurring any burden or penalty for this act to Agrivalle.

10.2.3. In the event of the need to increase the Supply, it will be essential to place a new Purchase Order, which must follow the procedures provided for in these GTC.

11. Supplier Obligations

11.1. The Supplier undertakes to provide services with duly trained, prepared and sufficient personnel, and is fully and exclusively responsible for the coordination and provision of services, being considered “technical responsible”, so that it will be directly responsible for its acts, commissive or omissive, whether in case of intent or fault (negligence, malpractice and/or recklessness), being responsible for full compliance with all legislation that governs the execution of the Supply, with emphasis on constitutional, tax, fiscal, civil, social security, labor legislation, and especially on Occupational Safety, Medicine and Hygiene legislation (including possible and eventual work accidents).

11.1.1. The Supplier declares and guarantees to have the CNAE (National Classification of Economic Activities) in accordance with the Supply it will perform. It is hereby established that any deviation or non-compliance with the CNAE will constitute non-compliance with these CGFs.

11.2. In the case of the provision of services, the Supplier shall provide Agrivalle with a complete list, detailing tools, machinery and equipment owned by it that will be used by its executing team on Agrivalle’s premises, this list being a condition for Agrivalle to authorize the entry, stay and use thereof. The Supplier is solely responsible for the safekeeping of the tools, machinery and equipment owned by it, duly identified. At the end of the services, the Supplier must remove all materials and equipment that are on Agrivalle’s premises, under penalty of being considered “abandoned” by the Supplier, and its destination is at Agrivalle’s discretion, without any right of compensation to the Supplier.

11.3. The Supplier, by itself, and by the Related Parties, undertakes, at its own risk and without any cost to Agrivalle, to the extent compatible with the type of Supplied adjusted, notwithstanding other related entities, to:

1. Observe and respect all Agrivalle rules and Policies, including the Agrivalle Code of Conduct and Ethics available on the website https://agrivalle.com.br/ or provided by Agrivalle. Any situation of violation of Agrivalle’s Code of Ethical Conduct, as well as ethical dilemmas faced on a daily basis, must be notified through the official channels contained in the Code of Conduct and Ethics, made available by Agrivalle on its official website;
2. Use in the Supply only tools and equipment validated by Agrivalle, which may require certain specifications, as well as complementary items that must be provided by the Supplier. If it does not comply with the provisions herein, it will be at the discretion of Agrivalle to suspend or terminate the Supply, without any penalty or burden to the latter;
3. In the event that Agrivalle provides tools and equipment for the Supply, these shall be mandatory use by the Supplier and for the sole purpose of carrying out the Supply, and the Supplier is aware that, under the terms of the Information Security Policy, Agrivalle may have access to and monitor the information and data contained in the tools and/or equipment owned by it, including computers, servers, software, e-mails, instant messaging tools, browsing history and internet usage, mobile or wireless devices and other network components, as well as information generated by systems and software owned and/or licensed to Agrivalle;
4. Not to use and/or disseminate the name, logo, logo, distinctive signs or any brand of Agrivalle and/or its Affiliates, as well as to carry out plots, without the prior authorization of Agrivalle’s Marketing Director and/or Legal Officer, to be given in writing, and it is not allowed to insert it on its website and/or social networks, link to the website and/or social networks of Agrivalle or its Affiliates. If the use is authorized, it must comply with the legal requirements in force for the case, including, but not limited to, the Federal Constitution, Law 7.802/1989, Decree 4.074/2002, Law 9.294/1996, Decree 2.018/1996, Brazilian Code of Advertising Self-Regulation – CONAR and the Consumer Protection Code, ABNT, being responsible for any damages that its non-compliance causes.
5. Not to represent, make any statement, make any warranties and/or make any commitments on behalf of Agrivalle and/or its Affiliates;
6. Plan, conduct and execute the Supply with full cumulative compliance with (i) the Purchase order; (ii) the provisions of these GTC; (iii) the designs, drawings, technical data, general specifications and other information provided to you; (iv) the occupational health and safety standards provided for in the legislation in force, the standards of the ABNT – Brazilian Association of Technical Standards, as well as Agrivalle’s instructions and internal safety measures;
7. Carry out all quality tests on the materials and equipment involved in the execution of the Supply, even if supplied by third parties, performing the replacement immediately and without any cost to Agrivalle;
8. When requested by Agrivalle and applicable to the Supply, demonstrate the quality of the products and/or equipment by submitting technical reports;
9. Be responsible for any claims occurring during the movement and storage of products, materials and equipment within Agrivalle’s and/or third-party facilities, as well as provide the tax documentation capable of supporting the movement and storage of such materials and equipment;
10. To be responsible for projects, calculations, drawings, among others, even if the corresponding activities have been carried out by third parties;
11. Keep your registration and banking data updated with Agrivalle;
12. In the case of a contract, keep an updated work diary, available to Agrivalle, in which all occurrences related to the execution of the Supply must be reported;
13. Provide and maintain current insurance(s) with adequate coverage for the Supply, when applicable, including, against the risks of accidents at work, group insurance for its personnel, among others required by law and related to the type of Supply, and present to Agrivalle the respective insurance policies, within the period of the request made by the latter, and such obligation must be fulfilled by the Supplier and the Related Parties;
14. Arrange and, when requested, make available to Agrivalle, within the time period indicated by Agrivalle, any and all Licenses, permits and Authorizations, representing and warranting, for all purposes, that (i) it is duly qualified and legally qualified to perform the Supply and (ii) it holds all applicable and current Licenses and Authorizations. The Supplier shall immediately inform any change or expiration of its qualification and/or documents provided to Agrivalle, under penalty of, among other applicable measures, suspension or termination of the Supply;
15. Ensure the supply of all Personal Protective Equipment (PPE) in accordance with the standards established by Agrivalle, as well as ensure and supervise that its employees/contractors use them.
16. Only execute the Supply after receipt of the Purchase Order, it being understood that nothing will be due by Agrivalle in relation to the Supply initiated prior to the date of issue of the Purchase Order;
17. Carry out and ensure that the integration process is carried out in Agrivalle’s units by all its workers and agents employed in the Supply, when it takes place on Agrivalle’s premises;
18. Immediately replace the employee or agent who disrespects any internal safety rule and/or legislation on safety, hygiene and occupational medicine, Agrivalle’s code of ethical conduct, without such initiative entailing any burden to Agrivalle;
19. Suspend the execution of any work that shows risks of personal accidents or material accidents under the responsibility of the Supplier, until the situation is normalized and cleared by the responsible area;
20. Ensure that you are not in default of any of your obligations and there is no pending process or procedure, much less contracts with third parties, that may have adverse effects on your economic and/or financial situation that affect the full fulfillment of the obligations established for the Supply;
21. Formally communicate in writing to Agrivalle in advance any changes in the manufacturing unit and/or place of manufacture of the goods and change in the CNPJ and/or any other relevant change that may be promoted by the Supplier. The Supplier must ensure supply throughout the period of change and certification of the items;
22. Not to employ in the execution of the Supply, directly or indirectly, a person who has maintained an employment relationship with Agrivalle in the last 18 (eighteen) months, without the prior written authorization of Agrivalle’s Legal Department, being fully and exclusively liable in any case for the burdens that may be borne by Agrivalle as a result of this fact, without prejudice to the application of the penalties provided for in these GTC;
23. Provide its services with diligence and assertiveness, so that it will be directly responsible, bearing failures, errors and losses;
24. Provide all up-to-date, current, signed and compliant documents with the Provision that are requested by Agrivalle, such as, but not limited to, PGR, PCMSO, ASO, LTCAT etc.;
25. Carry out all Agrivalle’s security procedures and requirements, issuing all applicable documents, such as, but not limited to, ART, RRT etc.

11.4. Without prejudice to other remedies set out in these GTC, failure to comply with the provisions of this clause will give rise to the application of the following measures, at Agrivalle’s discretion: (i) The Supplier will be liable for all losses caused to Agrivalle as a result of the Supply; (ii) Agrivalle shall be entitled to terminate the Supply immediately and without any charge.

12. Subcontracting and Assignment

12.1. The Supplier may not subcontract, in whole or in part, the execution of the Supply, without the prior written authorization of Agrivalle’s Legal Department and/or the Director of the area responsible for the Supply, which, if it occurs, will not exempt or diminish the Supplier’s responsibility for the Supply, the Supplier assuming, from the outset, the condition of co-obligor and jointly and severally liable with the subcontractor for the corresponding obligations, as debtor and main payer.

12.2. When any subcontracting is approved by Agrivalle, it must make the respective subcontractor declare to be aware of and assume, as applicable, the obligations of the Supplier, rules and standards established in these GTC and in the Purchase Order, and its entry into Agrivalle’s premises will depend on prior authorization, integration and adherence to the standards and procedures on Safety, Occupational Medicine and Environment and other Agrivalle policies. The Supplier shall submit to Agrivalle within the period established by the latter, a copy of the contract concluded with the subcontractor(s), if requested.

12.2.1. All costs, direct and indirect, of any subcontracting are the sole responsibility of the Supplier, and the Supplier is not entitled to claim any type of additional payment from Agrivalle, for any reason whatsoever.

12.2.2. If subcontracting is established, the Supplier must also present a statement attesting that it had access to the FGTS and INSS payment receipts of the subcontractor(s) proving that they are able to comply with labor and social security obligations, as well as that they will monitor the correct maintenance of these.

12.3. The Supplier may not transfer, delegate, pledge or assign, in whole or in part, free of charge or for consideration, any of its rights or obligations attributable to it under these GTC and/or the Supply.

12.4. Any assignment or subcontracting carried out in violation of the provisions of this clause shall be considered null and void by operation of law, authorizing Agrivalle to terminate the Supply due to the fault of the Supplier, without prejudice to the applicable legal measures and the provisions of these GTC.

13. Inspection and Audit

13.1. Agrivalle may supervise the Supply through the agents it indicates or by a person or company specially hired by it for this purpose. This fact does not exclude or mitigate the Supplier’s responsibility for the execution of the Supply and does not prejudice the right of Agrivalle to verify and approve or not to approve them after their completion.

13.2 The inspectors appointed by Agrivalle may prepare reports indicating any problems verified, and Agrivalle, when applicable, will notify the Supplier about it, requesting clarifications and the adoption of measures that are necessary to solve such problems.

13.3. Agrivalle may inform the Supplier of the result of the inspection, and in case of non-compliance, Agrivalle will have the option to agree on an action plan with the Supplier with well-defined actions and deadlines, under penalty of termination of the Supply, without prejudice to the possibility of demanding the fines and any indemnities to which it is entitled. If there is no agreement on the action plan, the provisions of item 6.5 will apply to the case. above, when relevant.

13.4. The Supplier undertakes to cooperate with any investigation or audit that may be carried out, making available all information and documents requested by Agrivalle or third parties contracted by it, including accounting books and records, invoices, contracts and electronic documents of any nature. It also undertakes to make available to Agrivalle or to said third parties or their representatives that Agrivalle or said third parties deem to be able to collaborate in the elucidation of the facts circumscribed to the execution of these GTCs.

14. Forms of Extinction of Supply

14.1. Agrivalle may, at any time and without any charge or penalty, terminate such Supply by means of notice sent to the Supplier with: (i) 5 days in advance for Supply with a term of validity of up to 3 (three) months; (ii) 15 days in advance for Supply with a term of validity of up to 6 (six) months; (iii) 30 days in advance for Supply with a term of validity of more than 6 (six) months, unless provided for in the Purchase Order or in the Commercial Proposal, and that the CGF will prevail in this regard.

14.2. Without prejudice to Agrivalle being able to demand compliance therewith (art. 475 of the Civil Code), a Supply may be terminated by operation of law and immediately, without prior notice, in the following cases:

1. a) in case of insolvency, total judicial or extrajudicial dissolution, granting of a request for judicial or extrajudicial reorganization;
2. b) Supplier’s failure to comply with any clause or condition set forth in this GTC and/or other related documents;
3. c) the Supplier changes all or part of the Supply and/or its specifications, without the prior knowledge and written authorization of Agrivalle.
4. d) failure to comply with the technical, quality or safety standards, as well as the deadlines and conditions stipulated by Agrivalle in the respective Purchase Order and in these GTC;
5. e) practice of acts, by the Supplier, that negatively affect Agrivalle’s image;
6. f) if negligence, recklessness or malpractice is found in the provision of the service, without prejudice to the applicable penalties;
7. g) Practice of acts, by the Supplier, in disagreement with Agrivalle’s policies and the Code of Conduct and Ethics;
8. h) If subcontracting is carried out in disagreement with the terms of these GTC.

14.3. The termination of a Supply, in the cases provided for in item 14.2, shall subject the Supplier to the payment of a non-compensatory fine in the amount of 10% (ten percent) of the total Price of the Supply. The amount of the fine will be monetarily updated based on the variation of the IPCA (or the index that may replace it) and plus interest of 1% (one percent) per month, counted from the event that caused the resolution. Agrivalle will have the right to withhold any amounts not yet paid to offset the application of the fine provided for herein, without prejudice to the Supplier bearing other responsibilities in other spheres.

14.4. In the event of termination of a Supply, for any reason, before the deadline set out in the Purchase Order, the Supplier undertakes to return the amount of any payments made, if the corresponding installment has not yet been fulfilled or is not used by Agrivalle at its discretion. On the other hand, if the Supplier has delivered part of the products and/or provided part of the services, it will receive payment proportional to the portion of products delivered and accepted and/or the services actually provided and accepted, if they can be used by Agrivalle, at Agrivalle’s discretion

14.5. In the event of termination of a Supply or termination of the relationship between the Supplier and its employees, third parties and agents, the Supplier undertakes, on its behalf, its employees, third parties and agents, to immediately discontinue the use of the tools and equipment and/or systems made available by Agrivalle, and is also obliged to return to Agrivalle all materials, projects, drawings, data, information and/or any other documents and materials that have been used or generated as a result of the Supply, within up to 5 (five) days.

14.6. Termination or termination of the contract does not relieve the Supplier of the responsibilities assumed and provided for in the Purchase Order and these GTC, as to confidentiality, losses and damages, corrections of errors, tax charges and other liabilities that by their nature remain, even if the Supply ceases.

15. Supplier Conduct

15.1. The Supplier warrants that it will: (i) respect the right of its employees to free association and collective bargaining; (ii) respect and promote diversity, refraining from all forms of prejudice and discrimination, so that no employee or potential employee receives discriminatory treatment on the basis of his or her race, skin color, ethnic origin, nationality, social position, age, religion, gender, sexual orientation, personal aesthetics, physical, mental or psychological condition, marital status, opinion, political conviction, or any other differentiating factor; (iii) effectively support the eradication of sexual exploitation, as well as curb sexual and moral harassment in its workforce; (iv) adopt measures to combat the practice of money laundering and corruption in all its forms, including extortion and bribery; (v) to protect and preserve the environment, as well as to avoid any practices that may cause it damage, performing its services in strict compliance with federal, state or municipal legal and regulatory standards applicable to the matter; (vi) properly dispose of the waste generated from its activity, exempting Agrivalle from any environmental problem that may occur.

15.2. The Supplier also undertakes to observe, comply with and/or enforce, in all its material and applicable aspects, the legal and infra-legal standards of a labor, social and environmental nature in force, including, but not limited to, those related to occupational health and safety, the absence of child and slave labor, human rights, rights of indigenous peoples and quilombolas.

15.3. The Supplier undertakes to notify Agrivalle of any known or suspected breach of this clause, will fully cooperate in any investigation conducted by Agrivalle or any governmental body, and will take any steps necessary to remedy any such breach.

15.4. Without prejudice to the other provisions set out in these GTC, in the event of a breach by the Supplier of any provision relating to this clause, the Supplier undertakes to indemnify and hold harmless, without limitation, Agrivalle and/or its Affiliates, as well as their respective officers, directors, employees, agents and third parties from any direct and indirect losses and losses, damages, penalties, loss of profits, costs and expenses (including investigation expenses), fees and legal costs that may be suffered by them as a result of any violation, regardless of a prior administrative, arbitral and/or judicial decision that has become final.

16. Personal Data Protection

16.1. The Parties declare that they comply with all applicable legislation on privacy and data protection, including (whenever and whenever applicable) the Federal Constitution, the Consumer Protection Code, the Civil Code, the Civil Rights Framework for the Internet (Federal Law No. 12,965/2014), its regulatory decree (Decree 8,771/2016), the General Data Protection Law (Federal Law No. 13,709/2018), and other sectoral or general rules on the subject, including those that may come into force during the term of the Supply, as well as Agrivalle’s Privacy and Personal Data Protection Policy (https://agrivalle.com.br/politica-de-privacidade-e-protecao-de-dados-pessoais-agrivalle-brasil/)

16.1.1. The Supplier consents to the sharing of its data with Agrivalle and third parties, to the extent necessary for the execution of the Supplier and other activities related to the fulfillment thereof.

16.1.2. The Supplier is responsible for the regularity and legality of the collection, processing and sharing and other actions related to the personal data object of the execution of the Supply, as well as will take all necessary measures to guarantee the rights of the data subjects provided for in article 17 et seq. of the General Data Protection Law, including, be aware that the information obtained and handled complies with the principles and determinations of the LGPD, ensuring that it has all the necessary consents, measures and notices to allow the lawful transfer of personal data to Agrivalle, when applicable.

16.1.3. The Supplier is prohibited from using the data received differently, and may only use it for the execution of the Supply, if it uses it differently, it will be liable for all damages it may cause, as well as be responsible for indemnifying all those affected and Agrivalle and/or its Affiliates up to the limit of the extent of the damage, without prejudice to any penalties that may be provided for in these CGFs.

16.2. The Parties also undertake to: a) comply with all the aforementioned provisions and rules whenever, for any reason, they have contact with personal data that is under the Control of the other Party, including in digital media; b) process personal data that may be related to the object of the Provision only within the strict limits necessary for the execution of the Provision and within the limits authorized by the other Party, and shall not perform any type of other act involving the personal data transmitted, without the prior and express authorization or request of the other Party; c) adopt technical, administrative and organizational measures capable of ensuring the security of the personal data subject to processing, under the terms established in the applicable legislation in force. Such measures should be evaluated and tested periodically so that they are effective and constantly improved; d) immediately notify the other Party in writing (Agrivalle: dpo@agrivalle.com.br), when identifying the occurrence of a Security Incident that may cause damage to the Data Subject, in accordance with the LGPD and any regulations that may be issued by the ANPD; e) cooperate mutually with the fulfillment of obligations or requests imposed by any competent Supervisory Authority, under penalty of the incidence of the penalties established in these CGF, without prejudice to losses and damages;

16.2.1. The Supplier shall indemnify or reimburse Agrivalle and/or third parties, except in the case of Agrivalle’s exclusive liability, for any convictions, sanctions and fines it causes, without prejudice to bearing other responsibilities in other spheres.

17. Confidentiality

17.1. Supplier declares that it will maintain and cause its Related Parties to maintain, during the term of the Submission and for a period of five (5) years after its termination, strict secrecy and confidentiality with respect to any information, data and/or material to which it has or will have access during the term of the Submission that is not known to the general public (“Confidential Information”), undertaking not to use, for their own benefit or for the benefit of third parties, for purposes other than the Provision or to disclose to any third party any information owned by Agrivalle and/or its Affiliates, in whole or in part, of any nature and form, to which it has access as a result of the Provision or which comes to its knowledge as a result of any other exchange of information, regardless of whether identified as confidential or with another similar expression, being responsible in cases of non-compliance with the obligation assumed, for any losses and damages, being subject to all legal penalties.

17.1.1. Confidential information is not that which (i) at the time of its transmission to the Supplier, or subsequently, is or will be in the public domain, as evidenced by reputable publications, provided that its disclosure has not been caused by the Supplier itself and/or its Related Parties; (ii) are in the legal possession of the Supplier at the time of disclosure, provided that they were legitimately received from a third party (other than Agrivalle), without breach of legal obligation and/or obligation of confidentiality assumed with Agrivalle; (iii) are independently developed by the Supplier, without direct or indirect use of Agrivalle information, provided that it is duly proven; (iv) are expressly identified by Agrivalle as non-confidential; or (v) is necessarily disclosed by Supplier pursuant to a court order. Provided, however, that the Supplier shall in such event promptly notify Agrivalle in writing so that Agrivalle may be given an opportunity to object to the disclosure and/or take legitimate and reasonable steps to prevent or minimize the scope of such disclosure.

17.1.2. Such obligations cover all persons in any way linked to the Supplier, its Related Parties, as well as its officers, managers, agents, employees, contractors or any others, who, as a result of this Provision, have access to Confidential Information, and the Supplier is responsible for any acts, whether committed or omissive, performed by them. The Supplier undertakes to enter into a term that binds the other parties involved to the same conditions and confidentiality obligations assumed, as well as to inform Agrivalle as soon as it discovers any unauthorized disclosure of Confidential Information.

17.1.3. The Supplier, at the end of the Supply, undertakes to return to Agrivalle any and all information, material and/or document that is in its possession and has been sent or acquired on behalf and order of Agrivalle. If it is not possible to make such a return, they must be destroyed by the Supplier (provided that there is prior written authorization from Agrivalle).

18. Intellectual Property

18.1. The Supplier declares that the products and services arising from the Purchase Order are its property and/or legitimate possession, as well as do not infringe any intellectual or industrial property (“IP”) of third parties, and shall hold Agrivalle harmless from any and all claims in this regard, as well as indemnify it and/or reimburse it for any expense.

18.2. Any IP resulting from these GTC and the respective Purchase Order developed especially for Agrivalle and which may or may not be the subject of an invention or utility model patent, trademark and/or industrial design registration and/or copyright application, shall be and remain the sole and exclusive property of Agrivalle.

18.2.1. Supplier shall, at Agrivalle’s request, take any action to confer on Agrivalle the proper title of any IP, including the execution of any assignment that may be requested by Agrivalle. In the event that it is impossible for the Supplier to perform the act, the latter expressly authorizes Agrivalle to do so on its behalf.

18.2.2. The Supplier declares that any IP shall constitute “work on demand” and shall therefore be assigned in full to Agrivalle, irrevocably and irreversibly, on a universal, definitive and free basis, without any act on the part of Agrivalle. In the event that the IP does not qualify as a “work on demand”, the Supplier hereby assigns to Agrivalle in full, irrevocably and irreversibly, on a universal, definitive and free basis, regardless of any act on the part of Agrivalle, the copyright and industrial property rights and any other rights relating to the IP.

18.2.3. The ownership and copyright rights in any designs, drawings, results, samples and other documents delivered to the Supplier are confidential, belong to Agrivalle, and such items may not be copied, published or disclosed to any third party under any circumstances without the prior written permission of Agrivalle, signed by Agrivalle’s legal representatives

18.3. All intellectual property rights, expertise, results and/or processes arising from the execution of the Supply shall be the exclusive property of Agrivalle, and Agrivalle shall be solely responsible for deciding whether to deposit and maintain any patentable or registrable results. The negotiation, commercialization or claim by the Supplier of the intellectual property rights arising from the Supply.</span is expressly prohibited>

18.4. This GTC or Supply does not assign, dispose of or transfer any intellectual property rights of Agrivalle, whether owned or used. Agrivalle’s intellectual property rights, even if in the form of trade secrets, which are disclosed to the Supplier to support the execution of the Supply, will remain the property of Agrivalle, and the Supplier is obliged to keep them as confidential information.

19. General Provisions

19.1. If any provision or condition of this GTC in whole or in part, whether by operation of law or by judicial decision, is found to be void or unenforceable, it shall be deemed unwritten and the remaining clauses and conditions shall remain in full force and effect.

19.2. The abstention, by either Party, from exercising any right, power, remedy or faculty granted by law, by these GTF and/or by the Purchase Order, nor the possible tolerance of any breaches or delay in the fulfillment of any adjusted obligations, shall not constitute novation or waiver<>

19.3. With the exception of Agrivalle’s affiliate(s), it is hereby clarified that there will be no solidarity and/or subsidiarity between Agrivalle and its Affiliates, and it is solely up to the company that adjusts a Supply to comply with all obligations arising therefrom.

19.4. The GTC do not constitute a labor, corporate, association, joint venture, master and servant, principal and agent, consortium, representation or any other relationship between the Parties and any employees related to both, who remain independent of each other.

19.5. The Supplier assures that it already had the technical, operational and economic capacity necessary to meet the Supply and any demands of Agrivalle, having not made any special mobilization or additional investment for the fulfillment of the Purchase Order and these CGF.

19.6 By accepting these GTC, the Supplier declares that it has been given the opportunity to read, examine and, therefore, understand what has been agreed herein, as well as that it has been provided with all the information and clarifications necessary for the fulfillment of all the rights and obligations set forth herein.

19.7. Agrivalle may, at any time, assign, in whole or in part, its obligations and rights under the Supply, including the provisions of these GTC, to other companies, including those that are part of its economic group, regardless of any notification to the Supplier.

19.8. These GTC are binding on the Parties and their successors and assigns in any capacity.

19.9.The Parties acknowledge that this instrument constitutes an extrajudicial enforcement instrument, which is why they may promote, under the terms of the Brazilian Code of Civil Procedure, the specific performance of the obligations assumed herein.

19.10.These GTC constitute an irreversible, irrevocable, unconditional and final commitment between the Parties, superseding all prior understandings, undertakings or correspondence relating to the subject matter of the Purchase Order. From time to time, other documents may be attached to the Purchase Order by Agrivalle that contain solely and exclusively technical and commercial information, and such documents will be complementary to and will form an integral and inseparable part of the Purchase Order and these GTCs.

19.11. If the Parties become, at the same time, creditors and debtors to each other, of net, certain and overdue amounts, the parties resolve, by mutual agreement, by the automatic offsetting of the amounts reciprocally due, as expressly permitted by the Civil Code, through a settlement of accounts, until the total settlement of the amounts eventually pending payment.

19.12. All notices to Agrivalle shall be in writing and delivered by letter with acknowledgment of receipt or by e-mail address with acknowledgment of delivery to: Agrivalle Brasil Industria e Comercio de Produtos Agrícolas S.A, Av. Horst Frederico João Heer, nº 1420, Europark Comercial, Indaiatuba/SP, CEP 13.348-758; e-mail juridico@agrivalle.com.br.

19.12.1. Other communications regarding the Supply must be sent to the area responsible for requesting the Supply.

19.13. These GTC, the Purchase Order and other documents related to the contract with the Supplier will be governed and interpreted in accordance with the laws of the Federative Republic of Brazil and the Court of the District of Indaiatuba/SP is elected, to the exclusion of any other, however privileged it may be.

19.14. The Supplier declares that its legal representative(s)/attorney-in-fact(s) who accept these GTC have (have) contractual/statutory power(s) to assume, on its behalf, the obligations set forth herein, as well as to grant mandates to third parties and that they have had the powers legitimately granted, the mandate(s) being in full force, the signatory(ies) being personally liable for damages arising from the falsity of this statement.