1. DELIVERY MODE

1.1. Incoterm: All operations are conducted under EXW - Ex Works (Incoterms 2020), at the location designated by the SELLER.

1.2. BUYER Responsibility: The BUYER is responsible for: disassembly, loading, transportation of the Equipment, unless otherwise indicated in the listing.

2. DEADLINES

2.1. Availability: SELLER makes Equipment available after receipt of full payment.

2.2. Pickup: BUYER must pick up Equipment within 10 business days after availability, unless indicated differently in the listing.

2.3. Documentation: BUYER must provide necessary documentation (bills of lading, export documents) within 10 business days of purchase.

3. LATE PENALTIES

From the 30th day of delay in the date of collection of their purchased equipment, the buyer must pay a surcharge of USD 100 + VAT or IGV, per day of delay for parking.

4. EQUIPMENT ABANDONMENT

4.1. Characterization: After 60 calendar days of delay, abandonment is characterized with loss of rights over the Equipment, even with payments made.

4.2. Penalty During Abandonment: During the abandonment period (up to 60 days): daily fine of USD 100.

4.3. Disposal: ELEBBRE and SELLER may take measures to dispose of abandoned Equipment.

5. SHIPPING AND LOGISTICS COSTS

BUYER is responsible for all costs from SELLER's location to final destination:

• Disassembly and assembly of Equipment
• Special handling
• Loading and internal transport
• Customs clearance (export and import)
• Terminal handling
• Transport to final destination
• Unloading at delivery
• Storage
• Transport insurance
• Dispatches and licenses
• Administrative services

6. TRANSPORT COLLABORATORS

6.1. Option: BUYER may hire collaborators indicated by ELEBBRE for transport.

6.2. Responsibility: ELEBBRE is not responsible for acts or omissions resulting from transport.

6.3. Power of Attorney: BUYER may accredit ELEBBRE as specific attorney to load, transport, ship and/or export, at BUYER's account and risk.

6.4. Documents: BUYER cannot indicate ELEBBRE as loader/dispatcher/exporter in documents, except with specific power of attorney.

7. RISK TRANSFER

7.1. SELLER Responsibility: Risks (loss, deterioration, theft, damage) are SELLER's until: (a) BUYER takes possession within 10 business days, or (b) the 10 business day deadline expires.

7.2. BUYER Responsibility: After the above events, risk passes to BUYER or its designated carrier.

7.3. Title Transfer: Title and ownership pass to BUYER upon expiration of delivery deadline.

8. IMPORT AND EXPORT

8.1. Certificates and Authorizations: BUYER responsible for all certificates and authorizations legally required before removal.

8.2. Consequences: Lack of documentation may result in: legal consequences, indemnifications, retentions in ports or customs - all under BUYER's sole responsibility.

8.3. Identification Numbers: ELEBBRE does not provide statements of origin (MSO) nor is responsible for lack of identification or serial numbers.

8.4. Licenses: Equipment may not be eligible for export to specific destinations without prior authorization. It is BUYER's sole responsibility to obtain export/import licenses.

9. LIENS AND ENCUMBRANCES

9.1. Information: SELLER must inform ELEBBRE about encumbrances, which will be communicated to BUYER.

9.2. Release: ELEBBRE manages release of encumbrances through BUYER's funds.

9.3. Impossibility: If impossible to liquidate encumbrances, ELEBBRE's sole responsibility is return of funds and cancellation of operation.

9.4. Sale with Encumbrances: Only occurs with express consent of creditor. ELEBBRE authorized to retain and transmit to creditor the credit amount, deducting commission.

10. DELIVERY FINALIZATION

To demonstrate compliance and pick up Equipment, BUYER must:

• Demonstrate full payment of price, taxes, costs, and expenses.
• If transport contracted via Platform: confirm payment information.
• If transport contracted externally: upload bill of lading and documents on Platform.

11. BEFORE PROPERTY TRANSFER

Until property transfer, BUYER in possession must:

• Maintain Equipment as SELLER's bailee.
• Store separately for easy identification.
• Not remove, deface, or conceal identification marks.
• Maintain in satisfactory conditions and insured against all risks for the full price.

12. NON-COMPLIANCE

12.1. Notification: If SELLER believes BUYER does not comply with storage/conservation obligations, notifies for immediate compliance.

12.2. Recovery: If not complied, SELLER may request return or enter the location to recover Equipment.

13. ESTIMATES AND COSTS

13.1. Quotes: Costs will be presented upon request from the interested party or after receiving an offer.

13.2. Modifications: Taxes and costs may be modified by ELEBBRE at its discretion, until property transfer.

13.3. Currency Variation: Currency variation risk is exclusive to BUYER. If there is variation to SELLER's detriment at delivery, price must be supplemented.

14. PAYMENT AND RELEASE

14.1. Prerequisite: Equipment is only released after full payment of all amounts due.

14.2. Notification: After full payment and documents, ELEBBRE notifies BUYER and SELLER that Equipment is available.

15. CONTACT

For questions about shipping and delivery: [email protected]

ELEBBRE S.A. - CNPJ: 44.683.061/0001-76

Av. Eng. Luís Carlos Berrini, 1681 – Cj 142 – Cidade Monções CEP 04571-011 – São Paulo – SP