The expressions below will be interpreted in accordance with the following definitions, contained in these general conditions, except when expressly agreed otherwise.

1.1. SUPPLY AGREEMENT:
Contractual legal relationship whereby one of the Parties undertakes, in relation to the other, to periodically or continuously deliver materials, equipment or movable goods, upon payment of a price and within a certain period, and may also include, as an accessory, in relation to supply, installation, assembly and maneuvering operations.

1.2. PROPOSAL:
Document presented by the Supplier, in which, in the negotiation phase, the economic, financial and technical conditions are expressed by the latter, under which it proposes to carry out the supply.

1.3. ORDER NOTE:
Document issued by Pinto Brasil Renováveis ​​S.A. (PBR), intended for the Supplier, with the particular contractual conditions of each supply.

1.4. SUPPLIER:
Individual or legal person, contractually obliged before PBR to deliver materials, equipment or movable goods, under the terms defined by the Purchase Order/Supply Agreement. The general conditions of supply established in this document, constitute an integral part of the clauses of the orders placed by PBR, and apply to any additions or supplementary agreements or accessories thereto, and must be compulsorily respected by the Supplier.

2.1. Every order presupposes that the Supplier is fully aware of these General Supply Conditions, so the Supplier declares, expressly and irrevocably, to have received them from this date and to accept them and undertakes to comply with them.

2.2. The supplies, services and quotes provided to PBR are expressly carried out under the following conditions. These are equally applicable to all future business relationships, even if not expressly reiterated. Any deviation from these conditions requires our written approval.

2.3. The validity of any exceptional situations or additional clauses depends on the acceptance by PBR, considering the usual practices as mere tolerance and not as a revocation of these general conditions.

2.4. The total or partial nullity of any of the conditions expressed in these general sales conditions will not affect the full validity of the others.

3.1 Each and every purchase order for a commodity | service carried out by PBR requires the presentation of a Purchase Order/Supply Contract;

3.2. PBR reserves the right not to accept the supply that is not validated by the respective Purchase Order/Supply Contract, and may refuse to receive it and even to settle it.

3.3. It is the sole responsibility of the supplier to supply the goods | services without the existence of the Purchase Order/Supply Agreement;

4.1. The Supplier undertakes to deliver the materials, equipment or movable goods, object of supply, in accordance with the Purchase Order/Supply Contract, with these General Conditions, attached documents, applicable legislation, and also in accordance with with the instructions that may be transmitted by PBR, namely the preparation, by the supplier, of a Quality Plan.

4.2. The Supplier undertakes to deliver the materials, equipment or movable goods, object of supply, accompanied by its technical specifications, maintenance and use instructions, as well as proof of maintenance of its responsibility.

4.3. The Supplier undertakes to introduce the adjustments requested in writing by PBR, in the execution of its activities, in view of the contracted planning.

4.4. Any tests or tests necessary for the suitability of the object of supply, namely approval and quality certification, are the responsibility of the Supplier.

4.5. As long as it is applicable to the materials to be supplied, it will always and exclusively be the responsibility of the Supplier to supply certified products.

5.1. The prices object of each award will be defined in the Purchase Order/Supply Agreement.

5.2. The prices described in the Purchase Order/Supply Contract will be fixed and irreversible until the end of the Contract, the Supplier's expenses being borne by the Supplier

6.1. In each invoice or release note, the Supplier must indicate the number of the Purchase Order / Supply Contract and the description of the supply with quantities, prices, and taxes and fees due to the State.

6.2. Invoicing for rental equipment must be accompanied by daily parts or records, proven by the PBR, referring to the periods in which the equipment was assembled and service, without considering the downtime due to breakdown.

6.3. If there are other unforeseen costs, which will always result from a written order from PBR, their billing will be made separately, after agreement on the applicable prices.

6.4. All invoicing must be sent to PBR's accounting services according to the address indicated in the Invoice field.

6.5. Any change to the way of billing, referred to in the previous points, will imply the return of the invoice to its origin.

7.1. Payments will be processed, after deducting the amounts that are contractually and legally due to PBR., within the period established in the Purchase Order/Supply Agreement; in either case, the period starts from the date of receipt of the invoices by PBR.

7.2. No payment will be made to the Supplier unless, cumulatively: ** The Purchase Order / Supply Agreement is signed by PBR. ** If contractual or legally provided guarantees are provided or constituted in favor of PBR.

7.4. Failure by the Supplier to comply with the provisions of the previous number gives PBR the right to terminate the Contract, without prejudice to the right to demand compensation in an amount not less than 15% (fifteen percent) of the value of the Contract

8.1. During the warranty period, legal or contractual, the Supplier undertakes to repair any deterioration or deficiency found in the goods supplied and, if necessary, to replace these goods with others capable of working in perfect conditions, when the defects found correspond to manufacturing, transport or installation defects (when made by the Supplier) and do not result from depreciation resulting from the use for which they are intended. The warranty for the supplied goods covers all repairs and/or replacements that may become necessary, as well as the costs arising from the provision of complementary services or tasks necessary to correct the defects that may be carried out; the costs arising from the repair of works carried out by other parties, whenever this repair is due to defects in the execution of works for which they are responsible.

8.2. If the Supplier does not comply with the provisions of clause 6.1, within a reasonable period that will be fixed for this purpose, PBR may, on behalf of the Supplier, proceed by itself or commit to third parties the correction of the defects found, compensating for the related costs , as follows:
** Debit of costs to the Supplier, with payment term previously established by the Supplier.
** Activation of the guarantees provided.
** Through the compensation of credits, under the legal terms, regardless of the origin of the Supplier's credit.

9.1. The Supplier is exclusively responsible for the supply of equipment, materials, elements or processes covered by trademarks, patents, models, licenses, registered designs or other published industrial property rights, referring to the object of the order, and until the end of the established warranty period. .

9.2. Under no circumstances will PBR be liable for any counterfeiting or any other form of infringement of industrial property rights that any third parties claim to be entitled to, and the Supplier is obliged to indemnify and compensate PBR for any damages it suffers in consequence of these facts.

10.1. Inspection of the object of the order will be carried out by PBR, or by an entity designated for this purpose by this company: ** To PBR. The right is reserved, at any time, to have everything that is part of the object of the order inspected by its representative, including receipt of materials and/or equipment and the method of installation and assembly thereof, as well as visiting the premises of the Supplier, where operations related to the execution of the order take place, and for that, it must be accompanied by elements of the Supplier, who can provide all clarifications and assume commitments. PBR reserves the right to review and assist Supplier's manufacturing and testing procedures with respect to the Goods supplied. ** PBR may reject, in whole or in part, the works performed and the materials and/or equipment supplied that do not comply with the contractually defined or that, in any case, present defects that make them useless for the purposes to be that are intended.

10.2. The inspection carried out by PBR does not exclude the responsibility of the Supplier for the fulfillment of its contractual obligations.

10.3. The PBR representative may order the removal from the production site, at the Supplier's expense, of materials or equipment that do not offer guarantees or that jeopardize the safety of personnel and equipment in production.

10.4. At the beginning of the supply, the Supplier must provide the PBR representative with all cooperation and will provide a copy of all drawings, diagrams and other elements necessary for the inspection, use and destination of the supplied goods.

10.5. All supplies must be accompanied by a delivery note that must be signed by the PBR representative upon receipt.

The assignment of the contractual position by the Supplier is expressly prohibited.

12.1. Without prejudice to the provisions of clause 15., if the Supplier does not start, or does not complete the execution of the delivery of the order within the agreed deadlines, the following fine will be applied to him, until the end of the deliveries or until the termination of the Contract daily contractual, if another is not defined in the Purchase Order / Supply Contract: ** 2‰ (two per thousand) of the order value, in the period corresponding to 1/5 of the total term; ** In each subsequent period of equal duration, the fine will be increased by 2‰ (two per thousand) up to a maximum of 1% (one percent) per day and up to a maximum limit of 20% (twenty percent ) of the total order value. ** The fines will be considered applied through written communication to the Supplier, without prejudice to the Supplier's right to present all the reasons he deems to be helpful, within 10 (ten) days after notification.

12.2. The application of the penalty clause does not prevent the reimbursement of damages suffered by PBR and/or Third Parties resulting from the delay in the execution of the order by the Supplier.

13.1. The Supplier undertakes to comply with the PBR rules, and the Supplier is solely responsible for complying with all labor and tax obligations with its workforce.

13.2. If PBR suffers any harmful consequences as a result of the Supplier's failure to comply with labor and safety standards, it will have the right of recourse for compensation for the damages suffered.

14.1. It is the Supplier's responsibility to contract and maintain in force, at its expense, the following insurance: a) Insurance, with a policy covering all risks, equipment or other movable property to be supplied, for the amount corresponding to the total price thereof ; b) Work accident insurance under the terms of the applicable legislation, relating to its workers, collaborators or third parties, who have to work or attend the facilities of PBR or one of its customers; c) Insurance for loading, transport and unloading of equipment valid until the date of delivery.

14.2. The Supplier is obliged to present, before the start of the execution of the order, documents proving the existence and validity of the insurances described above.

15.1. PBR may terminate the Supply contract, upon notification sent to the Supplier in writing, in the event of, namely: a) Unjustified suspension by the Supplier of the execution of the supply, in whole or in part of the material, equipment requested / requested; b) Supplier's inability to deliver and/or carry out assembly and installation within the contractual terms and/or with the required quality; c) Failure to comply with orders or directives issued by PBR under pre-established or legal contractual rules. d) Delay equal to or greater than two (2) days in the fulfillment of any binding partial deadline for the delivery of the order that has been communicated to you by PBR; e) Declaration of bankruptcy of the Supplier's company

16.1. PBR may withdraw from the Supply, by means of written notice addressed to the Supplier, without having to invoke any reason.

16.2. The withdrawal provided for in the previous number will take effect on the date indicated by the PBR

17.1. The Supplier undertakes to treat with secrecy and absolute confidentiality any and all information received from PBR, as well as to make use of it for the purposes for which it derives.

17.2. The Supplier is responsible for defending the good name of PBR with third parties, arising from the normal commercial relationship. Any situation that may jeopardize the image or good name of the PBR gives it the right to be compensated for the losses and lost profits that such a situation may cause.

18.1. This Agreement shall be governed exclusively by Portuguese Law, and other applicable legislation.

18.2. Questions of interpretation as well as disputes, whatever their nature, related to or arising from this Agreement shall be resolved amicably and, in the absence of this solution, by resorting to arbitration.

18.3. The arbitration will be carried out by a court constituted under the terms of this article and in addition, through the Rules of Conciliation and Arbitration, contained in Law no.

18.4. The Place of Arbitration shall be the Commercial Arbitration Center of the Portuguese Chamber of Commerce and Industry, and the arbitration process shall be conducted in Portuguese and in accordance with the procedural rules of the Centre. The panel of arbitrators will be composed of three arbitrators, who will be appointed in accordance with the Arbitration Act, however, the Parties may, by mutual agreement, decide that the arbitration shall be conducted by a single arbitrator. Unless the Parties have agreed that the dispute shall be resolved by a single arbitrator, each party shall appoint, under the Arbitration Act, one arbitrator respectively. The arbitrators so appointed must agree on the appointment of a third arbitrator, who will assume the role of President of the Arbitral Tribunal, within a period not exceeding 30 (thirty) days from the date of receipt of the request for arbitration. If one of the parties does not appoint an arbitrator under the terms referred to in this article, or if the arbitrators appointed by the parties do not reach an agreement on the appointment of a third arbitrator within the period established above, the President of the Arbitration Center shall, if necessary , make such appointments in accordance with the Rules of Arbitration. If the parties have agreed that the dispute should be resolved by a single arbitrator, then the single arbitrator will be appointed by agreement between them; if the parties fail to agree on the appointment of the arbitrator within thirty (30) days from the date on which the request for arbitration was communicated to the defaulting party, then the President of the Arbitration Center shall cause such appointments to be made. , under the terms of the Arbitration rules in force.

18.5. The Arbitral Tribunal's decision is final and cannot be appealed.

18.6. Notwithstanding, the provisions of this clause shall not eliminate the right of either Party to appeal to the Judicial Court, in order to obtain an urgent or temporary solution to all matters in which one of the Parties, in the absence of immediate resolution, may suffer damages. significant issues that are difficult to resolve through a later offsetting order.

19.1. The Supplier undertakes to comply with, and will ensure that its managers/administrators, representatives, employees/employees or any other person acting on behalf of and in the interest of the Supplier will comply with all applicable laws in force, including anti-corruption and bribery legislation. (“the anti-corruption laws”). The Supplier undertakes to comply with all laws and regulations applicable to the exercise of its business in all jurisdictions in which the Supplier conducts its business, including, in particular, but not limited to, the laws on bribery, corruption and competition. unfair.

19.2. Supplier warrants that neither it, nor any person authorized by it, has paid or received a bribe or any improper advantage, or has taken any conduct or action prohibited by any anti-corruption laws, and is not under investigation for any violation of any anti-corruption laws.

19.3. Supplier will promptly notify PBR if it receives, directly or indirectly, a request from any of its employees that it reasonably considers to constitute or may constitute a violation of any anti-corruption laws.

19.4. During the term of this Agreement, PBR shall have the right to carry out, at any time, an anti-corruption and compliance investigation on the Supplier. The Provider will cooperate with the investigation and PBR shall be entitled, at any time and to the extent reasonable, to have access, for the purposes of that investigation, to all information and documents relating to the Provider.

19.5. The Supplier undertakes to adopt PBR's anti-corruption and bribery policies, which can be consulted on the following website: https://www.pintobrasilrenovaveis.com In the event that the Supplier violates any of the compliance obligations set forth in Clauses 18.1 to 18.5 above:
** PBR may terminate this Agreement, with immediate effect, by giving notice to the Supplier, without prejudice to any other rights acquired by PBR as a result of this or any other breach of this Agreement.
** The Supplier will be responsible for all damages and losses borne or incurred by PBR, resulting, directly or indirectly, from such non-compliance, indemnifying it accordingly.

20.1. Under the legislation intended to mitigate the risk that its activity could be used to promote the financing of crime and/or terrorism, and as a risk mitigation technique against potential violations of Sanctions, PBR is obliged to carry out a certain set of procedures, such as the initial identification and assessment of the Supplier, the assessment of its suitability, reputation and financial situation, knowledge of any previous misconduct and the identification of any links to Politically Exposed Persons or Entities Sanctions Object.

20.2. The Supplier undertakes to provide PBR with all the necessary collaboration to carry out the procedures identified in Clause 17.1 above. Any delay by the Supplier in providing the necessary information is likely to cause delays and will give PBR the right to terminate any agreement with the Supplier. PBR declines any and all liability arising, directly or indirectly, from any termination or the need to implement the aforementioned procedures.

20.3. Notwithstanding the provisions above contained in the Termination Clause of the Agreement, in the event that the Supplier incurs a violation of Sanctions or is linked to any misconduct related to criminality or terrorism, PBR shall have the right to unilaterally terminate the Agreement, upon notification to send to the Supplier, without prejudice to any other rights acquired by PBR as a result of this or any other breach of this Agreement.