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For Sales Call:+55 37 8826 3565

GENERAL CONDITIONS OF TENDER AND SALE FOR BRACUHY LIMITED:
(hereinafter referred to as the 'Company')

1 ORDERS
1.1) These conditions will apply to any contract in terms of which the Company agrees to supply the product, irrespective of the circumstances under which the contract arises, and to the exclusion of any terms and conditions which the purchaser may seek to make applicable.
1.2) Any and all offers or quotations given by the Company to the purchaser shall be valid for acceptance for a period of 30 days from the date thereof, and unless accepted within such 30 day period, shall thereafter be deemed to be withdrawn and cancelled and be of no further force and effect.

2) PRICE
The contract price payable by the purchaser for the sale by the Company of any product shall be:
2.1) Subject to the provisions of clause 2.4 hereunder, the price stipulated in the quote issued by the Company, the purchaser's acceptance of which constitutes the contract; or
2.2) The price stipulated in the confirmation of order issued by the Company in response to an order placed by a purchaser, the issue of which constitutes the contract.
2.3) The price quoted is based on the Company's costs of obtaining or extracting and processing the product for resale to the purchaser, ruling or applying at date on which the price is quoted by the Company, including but not limited to the costs of labour, ocean freight and any other transportation costs of whatever nature.
2.4) If any of these costs are increased prior to the date of delivery for any reason beyond the Company's control or arising in the ordinary course of its business, the Company shall be entitled to increase its prices accordingly without giving notice to the purchaser. All prices quoted are accordingly subject to alteration without notice and prices charged will be those ruling at the time of delivery unless otherwise stated.
2.5) The price is strictly net and not subject to any discount unless otherwise given in writing.
2.6) Any price lists which may be issued by the Company from time to time do not constitute quotes or offers of sale by the Company and are only for information and are subject to alteration without notice.

3) PAYMENT
3.1) Unless otherwise agreed, the contract price shall be effected by means of a letter of credit to be received by a bank nominated by the Company at least ten days prior to shipment.
3.2) The letter of credit shall:
i) provide for payment to be made in the currency stipulated by the Company;
ii) be advised via a bank nominated by the Company;
iii) be irrevocable;
iv) provide that partial shipments shall be permissible;
v) provide that trans shipments shall be permissible
vi) shall not stipulate the exact quantity of goods to be shipped and shall refer to the quantity as being 'about';
vii) provide for presentation of the letter of credit to 'any bank';
viii) not require confirmation;
ix) indicate that Charter Party Bills of Lading are acceptable;
x) not specifically call for 'all risks' insurance
3.3) All payments shall be made to the Company without any deduction or set-off of any nature whatsoever.
3.4) Any amount not paid by the purchaser on due date shall bear interest at the rate of 4% (four per cent) per month from the date on which it falls due until it is paid.
3.5) The purchaser shall under no circumstances whatsoever be entitled to claim set-off of any amount due by it to the Company or be entitled to withhold payment of any amount due by it to the Company on the basis of a counterclaim, unresolved dispute or any other ground whatever.

4) OWNERSHIP
Notwithstanding the delivery of any of the product to the purchaser, ownership thereof shall not pass until the Company has received payment of the full contract price in respect thereof.
Where the product is to be stored at leased premises, the purchaser will immediately inform the lessor of such premises that the Company has retained the right of ownership over the product which is the subject matter of any contract.

5) DELIVERY
5.1) Delivery shall be effected in terms of the provisions of the invoice.
5.2) In the event of the Company engaging a carrier to transport the goods for the purchaser, the Company is authorised to engage a carrier on such terms and conditions as it deems fit.
5.3) Notwithstanding any other provisions in the contract to the contrary, the obligation to deliver the product shall in all cases be subject to the following conditions precedent:
i) the availability to the Company of the product ordered;
ii) the timeous receipt by the Company of any specifications that may be required by the Company from the purchaser, provided that such specifications shall be deemed to have been given to the Company for the purpose of description only, and shall not form part of the contract;
iii) time shall not be of the essence of the contract and delivery dates must be treated as approximate only, based on the latest information available to the Company. Under no circumstances shall the purchaser be entitled to withdraw from, or terminate the contract on account of any delay in delivery, or have any claim of any nature whatsoever against the Company arising from late delivery.
5.4) If the purchaser fails to take delivery of the product as provided for in the invoice, then the:
i) risk shall immediately pass from the Company to the purchaser;
ii) purchaser shall refund the Company on demand, the reasonable costs (including storage and insurance) of keeping the product during the period of delay.
5.5) If delivery is made in installments the provisions of this clause 5 shall apply to each installment.
5.6) Should the purchaser be invoiced by the Company for the product and should the purchaser not have received delivery of the product, it shall notify the Company in writing within 30 (thirty) days of receipt of an invoice or statement of account from the Company that the product has not been delivered, failing which the purchaser shall be deemed to have received the product in question and be liable to the Company in the amount claimed by it in respect thereof.
5.7) In addition to and without limiting the rights of the Company in terms of any other clause contained in this agreement, the Company will be entitled in its sole discretion at any time to suspend the delivery of any product until payment for such product or any amount already owing to the Company is paid or is secured to the satisfaction of the Company.
5.8) The Company will at any time without prior arrangement be entitled to effect piece-meal delivery in respect of any contract.

6) RISK
The risk in the product shall pass to the purchaser upon fulfillment of the delivery terms as provided for in the invoice.

7) EXCLUSIONS
7.1) All specifications, illustrations, drawings, diagrams, price lists, dimensions, performance figures and other technical data furnished by the Company in respect of the product, whether in writing or not are furnished only on the basis that they will not form part of the contract or be relied upon by the purchaser for any purpose unless and to the extent that they are expressly warranted or guaranteed in writing by the Company and are, as such, expressly stated by the Company to form part of the contract.
7.2) In view of the fact that granite is a natural stone and can as such, be affected by weather and the depth from which it is extracted, samples distributed by the Company are only intended to give an indication of the appearance of the product. The Company will endeavour to supply granite as near as possible in colour and type to the sample exhibited.
7.3) If the product or any part thereof is to be supplied in accordance with any specifications, measurements, weights or other instructions furnished by the purchaser, the latter shall not have any claim of any nature whatsoever against the Company:
i) for any loss or damage sustained by the purchaser as a result of any error, discrepancy or defect in those specifications , measurements or other instructions;
ii) if the product is not suitable for the purpose for which it is required whether or not those purposes are known to the Company. Any recommendation, statement or suggestion relating to the use of the product supplied to the purchaser by the Company is given in good faith, but it is for the purchaser to satisfy himself on the suitability of the product for his own particular purpose, even though that purpose may be specified in the contract and any implied warranty or condition is excluded.
7.4) The Company shall be exempted from and shall not be liable under any circumstances whatsoever for:
i) indirect or consequential damages of any nature, or any loss of profit or special damages of any nature whatsoever and whether in contemplation of the parties or not, which the purchaser may suffer as a result of any breach by the Company of its obligations under the contract;
ii) any claim for any alleged shortage in delivery or failure of the product to comply with the contract unless:
a) written notice of the claim is received by the Company within 30 (thirty) days after receipt of the product by the purchaser;
b) the shortage is endorsed by the purchaser on the delivery or consignment notes relating to the product delivered.
7.5) Subject to any express warranty or guarantee given by the Company in writing (or where the Company is acting as agent, by its principal), and which is intended to form part of the contract, the Company does not:
i) give any warranty or guarantee or make any representations whatsoever in respect of the product or the fitness of the product or any part of it for any particular purpose whether or not that purpose is known to the Company, or accept any liability for any defect (latent or patent) in the product or any part of it;
ii) give any warranty that any specifications, weights, dimensions or any technical information relating to the product that may be given by the Company to the purchaser is correct.

8) VIS MAJOR
All quotations, offers and contracts are subject to the express condition that the Company will not in any way be responsible for any loss, damage or delays caused by or arising from acts of God, or acts of the state's enemies, strikes, lockouts, cessation of labour, transport delays, shortened hours, accidents of any kind, perils of sea or rivers or the like, or any other cause or contingency whatsoever beyond the control of the Company whether eiusdem generis with the cause of the aforementioned or not. In the event of the Company being prevented by reason of any cause or causes or by any circumstances attributable thereto from fulfilling or making any delivery in terms of any contract, the Company shall be entitled to terminate the contract and to obtain payment in respect of deliveries already made and/or services performed prior to the date of such termination.
In the event of the Company not wanting to terminate the contract as aforesaid, time shall not be regarded as being of the essence of the contract and the purchaser shall accept delivery when tendered and shall not be entitled to resile from the contract on account of delay in delivery, nor shall any claim for damages of any nature and cause whatsoever arising, lie against the Company in respect of such delay.

9) CANCELLATION OF ORDERS
Cancellation of orders already accepted by the Company will be accepted only at the Company's discretion and the Company may charge for all work carried out or expenses incurred in respect of the order before acceptance of cancellation.

10) PERMITS
If any permit or other consent or approval is required by the Company under any law (including any statute, ordinance, bylaw, proclamation, regulation or other enactment) for the performance of the contract or any part thereof, the contract shall not take effect until the Company obtains that permit, consent or approval.

11) SUSPENSION OF THE COMPANY'S OBLIGATIONS
If any amount owed by the purchaser to the Company from any cause whatsoever, whether under this contract or not, is not paid on due date then without prejudice to any other right it may have at law, the Company may, before exercising its rights in terms of clause 12:
11.1) Require that all amounts then owed to it by the purchaser from any cause whatsoever (whether under this contract or not) shall immediately become due owing and payable.
11.2) Retain in its possession any product of the purchaser until amounts owed in 11.1 above have been paid.
11.3) Until payment has been made, suspend the carrying out of any of its then unfulfilled obligations from any cause whatsoever, whether or not under this contract.
11.4) Terminate, without notice, any credit facilities granted to the purchaser whether under this contract or not.
11.4) Retain any payment made by the purchaser to the Company on account of the purchaser's indebtedness.

12) CANCELLATION
In the event of the purchaser:
12.1) Committing a breach of any term of the contract, all of which shall be deemed to be material; or
12.2) Failing to pay any amount due to the Company upon due date from any cause whatsoever and whether in terms of this contract or any other contract; or
12.3) Being an individual dies or is provisionally or finally sequestrated or surrenders his estate; or
12.4) Being a partnership the partnership is dissolved; or
12.5) Being a company is placed under provisional or final liquidation or judicial management or any like court order; or
12.6) Compromises or attempts to compromise generally with his/its creditors:
all amounts owing to the Company from whatsoever cause shall immediately become due owing and payable and, without prejudice to any other rights which the company may have at law, the Company shall be entitled to either enforce the provisions of clause 11 hereof, or, without notice, to cancel the contract and claim immediate re-delivery of all granite already delivered to the purchaser, whether under this contract or not, and not yet paid for by the purchaser, or claim specific performance of the contract.
In either of the above events the Company shall be entitled to recover any damages it may have sustained by virtue of the purchaser's breach.
Nothing herein contained shall preclude the Company from exercising its rights in terms of clause 11 and at a later stage electing to cancel the contract or to obtain specific performance thereof.

13) CERTIFICATE OF INDEBTEDNESS
The amount of the indebtedness of the purchaser to the Company at any time (including interest and the rate of interest) shall be determined and proved by a certificate signed by a director of the Company. It shall not be necessary to prove the appointment of the person signing any such certificate and such certificate shall be binding upon the Company and shall be prima face proof of the amount of the purchaser's indebtedness and shall be valid as a liquid document against the purchaser in any competent court for the purpose of obtaining Provisional Sentence or Summary. Judgement against the purchaser thereon, or for the purpose of obtaining final judgement pursuant to any hearing or trial.

14) GOVERNING LAW
The validity of this contract, its interpretation, the respective rights and obligations of the parties and all other matters arising out of the contract or its performance or expiration or early termination for any reason whatever shall be determined in accordance with the laws of Brasil under which both the purchaser and the Company have agreed to be governed and this notwithstanding their respective domicile and/or the location of the execution of the contract.

15) ATTORNEY AND CLIENT COSTS
In the event of the Company engaging the services of an attorney to collect from the purchaser any amount which has fallen due by it to the Company, then in addition to any other legal charges for which the purchaser may have become legally liable, the purchaser shall pay the attorney/own client costs incurred by the Company and collection commission at the tariff rate that the Company's attorney is obliged and/or entitled to charge the Company.

16) ARBITRATION
Any dispute arising out of or in connection with any question regarding this contract, including any question regarding its existence, validity or termination, shall, at the sole option of the Company, be referred to and finally be resolved by arbitration under the rules of the London Courts of International Arbitration which rules are deemed to be incorporated by reference into this clause. The arbitration court shall consist of a sole arbitrator, the place of arbitration shall be London and the language of the arbitration shall be English. As the decision of the arbitrator shall be final and binding upon the parties hereto, the parties further agree to exclude any right of application or appeal to the English Courts and/or to any other jurisdiction in connection with any question of law arising in the course of the reference or in connection with the award.

17) SPECIAL CONDITIONS
17.1) Any order resulting here from shall be subject to the conditions stated herein unless specifically varied by the Company in writing, and these conditions shall at all times take precedence over any terms, conditions or stipulations contained in any of the purchaser's documentation as may be in conflict herewith. Should the purchaser in any way purport to attach any conditions which vary, amend or are in conflict with the conditions set forth herein, then notwithstanding anything to the contrary stipulated by the purchaser, the conditions set forth herein shall prevail and be of full force and effect unless specifically varied by the Company in writing with specific reference to the purchaser's contrary documentation.
17.2) The Company shall not be bound as a sub-contractor under any contract which the purchaser may enter into with a third party unless the Company so agrees in writing.
17.3) The purchaser shall not, until all amounts owing to the Company have been paid, sell/cede/assign/delegate/transfer/make over/pledge or otherwise encumber, alienate or deal with, let or part with possession of the product, or any of its rights or obligations under this agreement or offer to do the foregoing or permit the product to become subject to any hypothec, pledge or other encumbrance or judicial attachment from whatsoever cause arising.

18) CLAIMS
18.1) The Company will only consider claims from the purchaser which refer to apparent faults in the product. All claims must be submitted not later than 12 (twelve) months after delivery of the product. The purchaser may not refuse the whole or part of any order on the grounds of an apparent defect in the product.
18.2) Claims must be submitted on a completed claim form issued by the Company which details the nature of the defect and must be accompanied by an illustration giving measurements from the edge of the slab or block and showing what portion of the product is lost and what is recoverable.
18.3) The Company shall then evaluate the claim and in its discretion issue a credit note.
18.4) Any part of the product which is subject to claim shall be made available to a representative of the Company in order to be able to substantiate that claim.
18.5) Claims must be accompanied by photographs of the block or processed slab illustrating the defect or fault.
18.6) Calculation of claims payable will be done on the basis of a free at quarry price.

19) SIZE TOLERANCE
The Company gives an allowance of five centimeters on all three dimensions of a block on the net useable size. The purpose of this five centimeter allowance is to provide a tolerance on the invoiced sizes to ensure that the invoiced size can be achieved for sawing purposes. The five centimeter allowance is not a discount and the Company will accordingly not consider any claims for measurement discrepancies where the discrepancies fall within this five centimeter tolerance.

20) SURCHARGE
20.1) The Company tariff applies to blocks of standard dimensions which are up to 320 x 180 x 150 cm, and which are held in stock. Blocks in which any one dimension exceeds the standard will attract a surcharge.
20.2) Blocks obtained from the Company's quarries vary in size from small and medium to large. Orders received by the Company should accordingly consist of blocks which take into account the technical production facilities in the Company's quarry with regard to the dimensions.

21) GENERAL
21.1) No alteration or variation of these terms and conditions shall apply unless the alteration or variation in question is expressly agreed to in writing and signed by an authorised representative of the Company and the purchaser at the time in question.
21.2) No party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein.
21.3) No relaxation or indulgence which the Company may grant on any one occasion to the purchaser in regard to any of its obligations shall prejudice or be regarded as a waiver of the Company's rights to enforce the purchaser's obligations on any subsequent occasions.