CONTRATO DE VENDA E COMPRA DE ACORDO COM OS HÁBITOS COMERCIAIS NORTE-AMERICANOS

Clause 1 - Definitons 
	"Buyer" means....

"Seller" means the person, firm or company to whom the Order is addressed.
	 	"Goods" means the articles or things or any of them described in the Order.

	"Specification" means the technical description (if any) of the Goods contained or referred to into the Order.

	"Order" means the order placed by the Buyer of the supply of the goods.

Clause 2 - Acknowledgement  
	The Buyer shall be bound by his Order only 
	( i ) if it is placed on his official order from; 	
	( ii ) if the Seller accepts it in writing within - days of the date of the Order.

Clause 3 - Variations 
	( i ) Neither the Buyer nor the Seller shall be bound by any variation, waiver of, or addition  to these Conditions except as agreed by both parties list writing and signed on their behalf.

Clause 4 - Quality and Description 
	Subject to Clauses 10 and 11 the Goods shall: 
 	( i ) conform as to quantity, quality, and description with the particulars stated in the Order; 
	( ii ) be of sound materials and workmanship; 
	( iii ) be equal in all respect to the samples, patterns, or specification provided or given by either party; 
	( iv ) be capable of any standard of performance specified in the Order; 
	( v ) if the purpose for which they are required is indicated in the Order either expressly or by implication, be fit for that purpose.

Clause 5 - Inspection and Testing 
	( i ) Before dispatching the Goods the Seller shall carefully inspect and test them for compliance with the Specification. The Seller shall, if requested by the Buyer, give the reasonable notice of such tests and the Buyer shall be entitled to be represented thereat. The Seller shall also, at the request of the Buyer, supply to the Buyer a copy of the Seller's test sheets certified by the Seller to be a true copy.
	( ii ) If it is expressly agreed the Buyer will be entitled to inspect and test the Goods during manufacture, processing, or storage. If the Buyer exercises this right, the Seller shall provide or shall procure the provision of all such facilities as may reasonable be required by the Buyer therefor.
	( iii ) If as a result of any inspection or test under paragraphs ( i ) or ( ii ) of this Clause the Buyer's representative is of the reasonable opinion that the Goods do not comply with the Order, or are unlikely on completion of manufacture or processing so to comply he shall inform the Seller accordingly in writing and the Seller shall take such steps as may be necessary to ensure such compliance.

Clause 6 - Delivery  
	( i ) The Goods, properly packed and secured in such a manner as to reach their destination in good condition under normal conditions of transport, shall be delivered by the Seller at, or dispatched for delivery to, the place or places and in the manner specified in the Order or as subsequently agreed.
	( ii ) Arrangements for payment and return of returnable wooden packing cases, skids, drums, and other reusable articles used for packing the Goods will be as specified in the Order.

Clause 7 - Storage 
	If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery the Seller shall, if his storage facilities permit, store the Goods, safeguard them, and take all reasonable steps to prevent their deterioration until their actual delivery, and the Buyer shall be liable to the Seller for the reasonable cost (including insurance) of his so doing.

Clause 8 - Passing of Property 
	( i ) Subject to the provisions of paragraph ( ii ) of this Clause the property in the Goods shall pass to the Buyer on delivery without prejudice to any right of  rejection which my accrue to the Buyer under these Conditions.
	( ii ) If the Seller postpones delivery at the request of the Buyer pursuant to Clause 7 the property in the Goods shall pass to the Buyer seven days after the date of  receipt of notification from the Seller that the Goods are due and ready for delivery or on such other date as may be agreed but the goods shall nevertheless remain at the Seller's risk until delivery has been completed.

Clause 9 - Time 
	( i ) The Seller shall deliver the Goods at the time specified in the Order. Time shall begin to run from the date of acceptance by the Seller of the Order or the date on which the Seller is placed in possession of such information and drawings as may be necessary to enable him to start work on the Goods, whichever may be the later. If owing to industrial disputes or any causes outside the Seller's control the Seller is unable to deliver the Goods within the specified time then provided that the Seller shall have given the Buyer notice is writing without delay of his intention to claim an extension of time the Buyer shall grant the Seller such extension of time as may be reasonable.
	( ii ) If the Goods or any portion thereof are not delivered within the time or times specified in the Contract or any extension of such time or times, the Buyer shall be entitled to determine the Contract in respect of the Goods undelivered as aforesaid and of any other goods already delivered under the Contract which cannot be effectively and commercially used by reason of the non-delivery of the goods undelivered as aforesaid. On such determination the Buyer shall be entitled: 
(a) to return to the Seller at the Seller's risk and expense any of the Goods already delivered but which cannot be effectively and commercially used as aforesaid and to recover from the Seller any money paid by the Buyer in respect of such Goods; 
(b) to recover from the Seller any additional expenditure reasonably incurred by the Buyer of those in obtaining other goods in replacement of those in respect of which the Contract has been determined.
	( iii ) If the parties have expressly so agreed but not otherwise the provisions hereinafter set out this sub-clause shall apply in lieu of sub-clause ( ii ) above.
	If the Goods or any portion thereof are not delivered within the time or times specified in the Contract or any extension of such time or times, the Buyer may recover from the Seller as liquidated damages, and not by way of penalty, - per cent of that part of the contract price which is properly apportionable to the goods undelivered as aforesaid (hereinafter in this sub-clause referred to as  "Undelivered Goods") and to any other goods already delivered under the Contract which cannot be effectively and commercially used by reason of the non delivery of the Undelivered Goods for each week during such failure continues. Provided that the sum so recoverable shall not exceed - per cent of the contract price and shall be in full satisfaction of the Seller's liability for such failure.

Clause 10 - Rejection 
	( i ) The Buyer may by notice in writing to the Seller reject the Goods if the Seller fails to comply with his obligations under Clause 5 hereof and may also by notice in writing to the Seller given within twenty-eight days or such other period as may be agreed after delivery, reject any Goods which are found not to be in accordance with the Contract.
	( ii ) The Buyer shall when giving notice of rejection specify the reasons therefore and shall thereafter return the rejected Goods to the Seller at the Seller's risk and expense. In such case the Seller shall within a reasonable time replace such rejected Goods with goods, which are in all respect in accordance with the Contract.
	( iii ) Any money paid by the Buyer to the Seller in respect of any rejected Goods not replace by the Seller within a reasonable time together with any additional expenditure over and above the Contract Price reasonably incurred by the Buyer in obtaining other goods in replacement shall be paid by the Seller to the Buyer.

Clause 11 - Guarantee 
	( i ) If within the period after delivery named in the Order (hereinafter called "the Guarantee Period") the Buyer gives notice in writing to the Seller of any defect in the Goods which shall arise under proper use from faulty design (other than a design made, furnished, or specified by the Buyer for which the Seller has in writing disclaimed responsibility), materials, or workmanship, then the Seller shall with all possible speed replace or repair the Goods so as to remedy the defects without cost to the Buyer.
	( ii ) The Buyer shall, as soon as practicable after discovering any such defect or failure, return the defective Goods or parts thereof to the Seller and at the Seller's risk and expense unless it has been agreed between the Parties that the necessary replacement or repair shall be carried out by the Seller on the Buyer's premises.
	( iii ) Notwithstanding anything in Clause 4 the Seller shall be under no liability to the Buyer in respect of loss of or defects in Goods supplied except as specified in Clauses 10 and 12 and this Clause, nor subject as aforesaid shall he be liable for any personal injury, damage or loss of any kind attributable to such loss of, or defects in, such Goods.

Clause 12 - Damage or Loss in Transit 
	The Seller will repair or replace, free of charge, Goods damaged or lost in transit provided the Buyer shall give the Seller written notification of such damage or loss within such time as will enable the Seller to comply with the carrier's conditions of carriage, as effecting loss or damage in transit, or where delivery is made by the Seller's own transport, within a reasonable time.

Clause 13- Payment 
	Payment of the Price shall be made within the period after delivery specified in the Order, or if delivery is postponed ad the request of the Buyer as provided in Clause 7 within the same period after the date when the pro-perty in the Goods passed to the Buyer under that Clause.

Clause 14 - Care and Return of Patterns Dies etc.
	(i) All patterns, dies, moulds, or other tooling supplied by the Buyer or prepared or obtained by the Seller for and at the sole cost of the Buyer, shall be and remain the property of the Buyer.
	(ii) The Seller shall maintain all such items in good order and condition and insure them against all risks whilst in his custody and on completion of the contract or as otherwise directed by the Buyer shall return them to the Buyer in good order and condition. Should the Seller fail 50 to return them the Buyer may either withhold payment until they are so returned or withhold such part of the payment due as may be required to replace them or to resto-re them to good order and condition, whichever may be the less expensive.
	(iii) The Seller shall not use such items, nor shall he authorise or kno-wingly permit them to be used by anyone else for, or in connection with, any purpose other than the supply of the Goods to the Buyer unless such use is expressly authorised by the Buyer, previously and in writing.

Clause 15 - Insurance of Buyer's Goods, etc.
	The Seller shall insure any material or property sent to the Seller by the Buyer for any purpose in connection with the contract against any damage which may occur to it whilst in his custody.

Clause 16 - Statutory Requirements 
	The Seller warrants that the design, construction, and quality of goods to be supplied under the contract comply in all respects with all relevant re-quirements of any Statute, Statutory Rule or Order, or other instrument having the force of law which may be in force at the time when the same are supplied.

Clause 17- Infringement of Patents 
	( i ) The Seller shall fully indemnify the Buyer against any action, claim, demand, costs, charges, and expenses arising from or incurred by reason of any infringement or alleged infringement of any letters patent, registered design, trade mark, or trade name protected in the Unted Kingdom by the use or sale of the goods and against all costs and damages which the Buyer may incur in any action for such infringement or for which the Buyer may become liable in any such action. Provided always that this indemnity shall not apply to any infringement which is due to the Seller having followed a design or instruction furnished by the Buyer or to the use of the goods in a manner or for a purpose not reasonably to be inferred by the Seller or disclosed to the Seller prior to the making of the Contract.
	( ii ) in the event of any claim being made or action brought against the Buyer arising out of the matters referred to in this clause, the Seller shall be promptly notified thereof and may at his own expense conduct all negotiations for the settlement of the same, and any litigation that may arise there-from. The Buyer shall not, unless and until the Seller shall have failed to take over the conduct of the negotiations or litigation, make any admission which might be prejudicial thereto. The conduct by the Seller of such negotiations or litigation shall be conditional upon the Seller having first given to the Buyer such reasonable security as shall from time to time be required by the Buyer to cover the amount ascertained or agreed or estimated, as the case may be, of any compensation, damages, expenses, and costs for which the Buyer may become liable. The Buyer shall, at the request of the Seller, afford all available assistance for any such purpose, and shall be repaid any expenses incurred in so doing.
	(iii) The Buyer on his part warrants that any design or instructions furni-shed or given by him shall not be such as will cause the Seller to infringe any letters patent, registered design, trade mark, or trade name in the performance of the Contract.

Clause 18 - Assignment and Sub-Contracting 
	( i ) The seller shall not without the consent in writing of the Buyer assign or transfer the Contract or any part of it to any other person except as part of a company amalgamation or reconstruction.
	( ii ) The Seller shall not without the consent in writing of the Buyer sub-let the Contract or any part thereof other than for materials, minor details, or for any part of the Goods of which the makers are named in the Order or the Specification, but this shall not prevent the Seller sub-letting part of the Contract to any company which is a member of the group to which the Seller belongs or a company with whom the Seller is associated. Any such consent shall not relieve the Seller of any of his obligations under the Contract.

Clause 19 - Bankruptcy or Liquidation 
	( i ) if the Seller being an individual (or, when the Seller is a firm, any partner in that firm) shall at any time become bankrupt, or shall have a recei-ving order or administration order made against him or shall make any composition or arrangement with, or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors or shall purport to do S0, or if in Scotland he shall become insolvent or notour bankrupt, or any application shall be made under any Bankruptcy Act for the time being in force for sequestration of his estate, or a trust deed shall be granted by him on behalf of his creditors, or if the Seller, being a Company, shall pass a resolution, or the Court shall make an order that the Company shall be wound up (not being a Members' winding up for the purpose of reconstruction or amalgamation) or if a receiver, or manager on behalf of a creditor shall be appointed, or if circumstances shall arise which entitle the Court or a creditor to appoint a receiver or manager, or which entitle the Court to make a win-ding-up order, then the Buyer shall be at liberty: 
(a) to cancel the Order summarily by notice in writing without compen-sation to the Seller, or 
(b) to give any such receiver or liquidator or other person the option of carrying out the contract.
	(ii) The exercise of any of the rights granted to the Buyer under para-graph (i) hereof shall not prejudice or affect any right of action or remedy which shall have accrued or shall accrue thereafter to the Buyer.

Clause 20 - Indemnity 
	( i ) The Seller shall subject to sub-clauses  (ii) and (iii) and (iv) of this clause indemnity the Buyer in respect of all damage or injury occurring befo-re the expiry of the Guarantee Period to any person or to any property and against all actions, suits, claims, demands, costs, charges, or expenses ari-sing in connection therewith to the extent that the same shall have been occasioned by the negligence of the Seller, his servants or agents during such time as he or they were on, entering on to, or departing from the Buyer's premises for any purpose connected with the Contract.
	(ii) The Seller shall not be liable to the Buyer for: 
(a) any loss of profit or of contracts, 
(b) any damage or injury to the extent that the same is caused by or arises out of the acts or omissions of the Buyer or of others (not being the Seller's servants or agents).
	(iii) ln the event of any claim being made against the Buyer by reason of any matter referred to and in respect of which the Seller is liable under this clause the Seller shall be promptly notified thereof and may at his own expense conduct all negotiations for the settlement of the same and any litigations that may arise therefrom. The Buyer shall not unless and until the Seller shall have failed to take over the conduct of the negotiations or litigations make any admission which might be prejudicial thereto. The conduct by the Seller of such negotiations or litigation shall be conditional upon the Contrac-tor having first given to the Buyer such reasonable security as shall from time to time be required by the Buyer to cover the amount ascertained, or agreed, or estimated as the case may be, of any compensation, damages, expenses, and costs for which the Buyer may become liable. The Buyer shall at the request of the Seller afford all available assistance for any such purpose and shall be repaid any out of pocket expenses incurred in S0 doing.
	( iv ) Except in respect of personal injury or damage to property confer-ring on a person other than the Buyer a good cause of action against the Seller, the liability of the Seller to the Buyer of any one act or default shall not exceed the sum named on the Order or if no such sum is named the Contract Price

Clause 21- Arbitration 
	Ali disputes, differences, or questions at any time arising between the parties as to the construction of the Contract or as to any matter or thing arising out of the Contract or in any way connected therewith shall be refer-red to the arbitration of a single arbitrator who shall be agreed between the parties or who failing such agreement shall be appointed at the request of either party in the case of an English contract by the President for the time being of the Law Society, and in the case of a Scottish contract by the Presi-dent for the time being of the Law Society of Scotland. The arbitration shall be in accordance with the Arbitration Act 1950 in the case of an English Con-tract.

Clause 22 - Law of the Contract 
	Unless otherwise agreed the Contract shall be subject to English Law.