1.1. All purchase orders placed by ADIRA are governed by these General Conditions of Purchase, available on the official ADIRA website (www.adira.pt). Any change, variation, condition or amendment to these General Conditions will only be considered valid and effective if it appears in the Order Form, the Special Order Conditions and/or the Contract and has been expressly accepted in writing by ADIRA.

1.2. In the event of a contradiction between these General Conditions of Purchase and the Purchase Order, the Special Order Conditions and/or the Contract, what is determined in these last two documents will prevail.

1.3. ADIRA's General Conditions of Purchase take precedence over the General Conditions of Sale of any Supplier.

1.4. The Supplier accepts these General Conditions of Purchase from the moment it accepts a Purchase Order, defined in Point 4 of this document. Alternatively, if the Supplier has already previously received these General Conditions of Purchase, within the framework of its commercial relations with ADIRA, these will be considered, for all purposes, known to the Supplier when presenting its quote for any equipment or material contained in an ADIRA. Purchase order.

1.5. By accepting a Purchase Order, the Supplier:

1.5.1. You acknowledge that you have in your possession and have full knowledge of all the information necessary for the execution of the Order Form;

1.5.2. You acknowledge your ability to execute the order form;

1.5.3. You waive the right to apply your own General Conditions of Sale.

1.6. Any incompatibilities, doubts, errors or omissions in the Purchase Order must be communicated in writing to ADIRA, within 2 days following the date of dispatch of the Purchase Order. The deadlines established and communicated will not be affected by such incompatibilities, doubts, errors or omissions, therefore they will not be modified.

1.7. Any proposed modification of a Purchase Order requested by the Supplier must be expressly approved by ADIRA in writing and, being subsequent to acceptance of the Purchase Order, cannot be carried out by the Supplier without the express written consent of ADIRA. ADIRA. responsibilities assumed by the Supplier.

1.8. The Supplier is required to inform ADIRA each time it detects a deviation from the functionalities and characteristics provided for in the subject of a Purchase Order, and must, for this purpose, propose alternatives which satisfy it, ADIRA will reserving the right to refuse them.

1.9. Any change in the production process or in the origin of materials or equipment compared to what is defined during the negotiation phase, the Purchase Order, the Special Order Conditions and/or the Contract will only be valid with the written consent of ADIRA.

1.10. If the Supplier does not comply with the provisions of the previous point, ADIRA reserves the right to refuse the materials/equipment covered by the Purchase Order, leaving the Supplier subject to the application of the penalties provided for in point 10 hereof. Terms and conditions. . .

1.11. Within the framework of a Purchase Order, there will be no contractual relationship between the End Customer (except ADIRA) and the Supplier and/or its Subcontractors, the latter being required to respect the commercial relationship between ADIRA and its Customers.

1.12. Unless ADIRA expressly indicates otherwise in writing, the contractual language will be Portuguese. For all documents contained in the Purchase Order submitted in another language, Supplier will be presumed to be capable of interpreting them, unless otherwise indicated in writing prior to Acceptance. In the case of equipment user manuals, if ADIRA so requests, the Supplier is required to deliver them in English at no additional cost.

2. SCOPE OF SUPPLY

2.1. A purchase order must be executed in strict compliance with the specifications, conditions and quantities established therein, the special order conditions, the contract and/or other contractual documents, as well as in compliance with the legal standards and rules applicable to the purchase order. object of the supply. In the question.

2.2. The Supplier is required to communicate within 24 hours any conditions likely to compromise the execution of the Purchase Order under the agreed conditions.

23. In a purchase order, all necessary accessories and activities are considered to be included in the supply (i.e. detailed engineering, technical information, transportation, unloading and possible testing of materials and equipment, among others) for their full compliance.

2.4. Whenever ADIRA requests it, the Supplier must participate personally or represented by a qualified and authorized person in meetings related to the scope of its supply.

2.5. The Supplier must make available to ADIRA, at no additional cost, all materials, documentation or any other activities falling within the scope of its supply and necessary for the proper functioning, operation and/or maintenance of the materials and equipment. contained in the Order. Purchase, even if not mentioned or fully specified in this document and its annexes.

2.6. Whenever, within the framework of a Purchase Order, the activity of the Supplier conditions or is conditioned by third parties, the Supplier will be required to cooperate to overcome the difficulties which result therefrom.

2.7. The Supplier undertakes to strictly and fully respect and ensure that its personnel comply with all laws and regulations applicable to the activity it carries out and to demonstrate that it is in possession of all authorizations, licenses and/or approvals.

which, under the terms of the laws and regulations, are applicable and are necessary for the exercise of its activity, as well as for the execution of the obligations arising from a purchase order. Furthermore, the Supplier also guarantees compliance with all general and specific safety rules, as well as all other specific service conditions in force at ADIRA and communicated by ADIRA.

2.8. The Supplier is fully responsible for any damage that may result from non-compliance with the aforementioned rules.

2.9. Supplier is responsible for obtaining any necessary import/export authorizations, approvals, approvals or licenses in accordance with its responsibilities to fulfill the supply obligations arising from a Purchase Order.

2.10. The Supplier undertakes to respect and follow all definitions concerning the technical specifications of equipment and materials expressed in a Purchase Order (i.e., descriptive memory, manufacturing standards and industrial processes, assembly methods, tests and operation thereof.) and in the legally applicable rules. and regulation. regulations and cannot modify or implement them without the written approval of ADIRA.

2.11. The transfer of risks for the object of a Purchase Order occurs upon delivery of the object under the conditions and locations stipulated therein.

2.12. To interpret the contractual supply conditions, the international standards (Incoterms 2020) of the International Chamber of Commerce will be used.

3. SUBCONTRACTING

3.1. The Supplier may not, under any circumstances and without the prior written consent of ADIRA:

3.1.1. Assign or transfer part or all of a purchase order, except as provided in clause 19.2;

3.1.2. Create a company, consortium or group of any type to carry out the execution of a purchase order;

3.1.3. Subcontract those parts of a purchase order that require your direct experience and that have been awarded to the supplier for their skill or experience in that area.

3.2. Given ADIRA's agreement for the Supplier to subcontract one or more parts of a Purchase Order, the Supplier must ensure the execution of the supplies entrusted to its subcontractors, and will be solely responsible to ADIRA for the proper execution of said Purchase Order.

3.3. ADIRA reserves the right to refuse any entity presented by the Supplier in the list of its subcontractors.

4. ACCEPTANCE OF THE PURCHASE FORM

4.1. Acceptance of a Purchase Order must be made by sending ADIRA a copy of the Purchase Order, in electronic format to the respective issuer of the Purchase Order or on paper, duly signed by the legal representatives of the Supplier in the corresponding space.

4.2. In the absence of information within 2 working days following the sending of a Purchase Order, acceptance of it and of these General Conditions will be considered, even if said confirmation has not been sent to ADIRA .

5. PRIX

5.1. Prices are fixed and not subject to revision.

5.2. The prices established in the Supplier's Proposal include all costs and expenses which result or are a consequence of the execution of a Purchase Order, the Specific Conditions of Order and/or a Contract;

5.3. The prices of supplies include packaging, transport, loading, unloading and insurance of the goods supplied delivered to the location indicated by ADIRA in the Purchase Order, the Special Conditions of the Order and/or the Contract.

5.4. All fees, charges and taxes, obligations, licenses, import duties, customs duties and any other costs related to the execution of a Purchase Order, both in the country of origin and in the country of destination, are included in the price.

5.5. Likewise, in the case of supplies involving imported products and goods, from the date of the Purchase Order, the price presented includes currency exchange risks and the payment of taxes and fees, ADIRA not assuming any price adjustment resulting from said variations. .

6. STORAGE, PACKAGING AND PACKAGING

6.1. The equipment and materials to be supplied must be correctly packaged and numbered by the Supplier, to enable their identification for warranty purposes.

6.2. The Supplier will make available to ADIRA, on request, with the equipment and materials supplied, a discriminating list of all items delivered, with information on the respective numbering mentioned in the previous issue.

6.3. The purchase order number must be indicated on all documentation (delivery notes, invoices, transport guides, etc.).

6.4. Unless otherwise specified in the Purchase Order, Specific Order Conditions and/or Contract, each and every packaging must protect the equipment from any deterioration, in accordance with its normal storage method, for a period of 6 (six mois.

6.5. ADIRA reserves the right to postpone the shipment of part or all of the merchandise. In this case, the Supplier will guarantee its storage and protection in its facilities and will be responsible for the goods awaiting delivery, assuming storage costs for a period of 3 (three) months from the indicated delivery date.

6.6. The Supplier will not accept any costs for packaging, cartons, wrappers or other storage and transport arrangements, unless specified in the Purchase Order, the Special Conditions of the Order and/or the Contract.

6.7. All risks of transport and storage of the goods will be borne by the Supplier until the time of their delivery to the place indicated, with the exception of any other special conditions duly expressed in the Purchase Order, the Special Order Conditions and/or or the Contract.

7. INSPECTION

7.1. The materials and equipment supplied, as well as their components, must be new and free from any defects.

7.2. The Supplier is responsible for the quality of the materials and equipment supplied.

7.3. All goods and merchandise are subject to inspection and approval by ADIRA and will be returned if they do not correspond, in whole or in part, to the specifications of a purchase order, and the Supplier shall be responsible , entirely at its expense, of the replacement. , and you will also be responsible for all costs associated with its return, repair and replacement.

7.4. In order to carry out, as part of the supply, audits, inspections or verification of materials and manufacturing processes in accordance with the specifications of a Purchase Order, the Supplier will provide free access to its facilities to representatives of ADIRA , whenever he can find it. . . deems appropriate and ADIRA may be accompanied by the Client or third parties it hires to give its opinion. ADIRA will have the right to refuse materials or manufacturing processes that do not comply with the established clauses. This inspection, or its absence, in no way reduces the Supplier's responsibility for provisional and final receipt of the material.

7.5. If non-conformity in supply is noted under a purchase order, all travel, inspection, dismantling, event identification, assembly, testing and inspection costs incurred in this context will be the responsibility of the supplier.

8. ASSURANCE

8.1. The Supplier will be responsible for contracting and maintaining in force all insurance required and necessary for the complete execution of a Purchase Order, in accordance with the provisions of these General Conditions, the Special Conditions of the Order and/or the Contract, way to protect the ADIRA position. in respect of any loss or damage suffered in the course of making the supply.

8.2. The Supplier is required to present to ADIRA, upon request, proof of insurance established in the terms of the preceding paragraph.

9. NON-CONFORMITIES

9.1. Non-compliance processes will be lifted whenever, at any stage of the execution of a Purchase Order, anomalies, breakdowns, errors, deficiencies, bad or inadequate packaging for the means of transport used, damage and/or incompatibilities with specifications are discovered. techniques. and the regulations in force.

9.2. The Non-Conformity procedure will be duly recorded by ADIRA and transmitted to the Supplier. These Non-Conformities must be the subject of a specific response, within 48 hours, with the corresponding corrections and corrective actions. The finding of Non-Conformities has an impact on the Supplier Evaluation implemented within ADIRA and the economic group of which it is a part (SC – SONAE CAPITAL INDUSTRIALS, SGPS, SA). Failure to correct non-conformities may compromise the execution of new purchase orders from the Supplier.

9.3. In the event of non-compliant material, the obligation to comply with the Purchase Order under all previously agreed conditions is not suspended.

9.4. ADIRA may refuse non-compliant materials, equipment or services, also subjecting the Supplier to the penalties or termination provided for respectively in points 10 and 17 of these General Conditions, or to those corresponding established in the Purchase Order, the Special Order Conditions and/or Contract.

10. SANCTIONS

10.1. ADIRA reserves the right, if the Supplier, for reasons attributable to it, does not respect the deadlines defined in a Purchase Order, to apply the penalties indicated below, without prejudice to compensation for excessive damage and of the Right to terminate the Purchase Order:

10.1.1. If the Supplier has not fulfilled its obligations within the stipulated deadlines, it will be subject to a penalty corresponding to 0.5% (half a percent) for each calendar day of delay, calculated on the value of the Voucher position. Order to the extent that the missing goods are found. or the assets are integrated;

10.1.2. If the non-compliance in question exceeds 10 (ten) calendar days, the penalty which will be applied from the expiration of said period will be increased to 1% (one percent), calculated in the same terms as the previous paragraph, up to a maximum of 10%.

10.2. ADIRA reserves the right to deduct the amount of penalties from the payment of the Purchase Order.

10.3. If the Supplier cannot demonstrate that it is able to correct, within the deadlines, the non-compliant materials and equipment, it may refuse them in whole or in part, the Supplier incurring the obligation to compensate ADIRA for all damages. . and the resulting losses.

10.4. The provisions of this clause do not exclude ADIRA's right to compensation, reserving the right to invoice the Supplier for all costs incurred by the latter due to the Non-Conformity of the good and/or service, this is i.e. any loss, damage, repair or replacement costs, transport costs, production stoppages and compensation paid to third parties for said production stoppages and delivery delays to the end customer.

10.5. The application of the sanctions provided for in point 10.1 does not exempt the Supplier from the obligation to perform the contract.

11. BRANDS, PATENTS, MODELS

11.1. The Supplier guarantees that its activity in the execution of a Purchase Order will not involve the violation of any intellectual property rights of third parties.

11.2. The Supplier undertakes to indemnify ADIRA for any losses, damages or costs arising from actions or proceedings resulting from the use, possession or sale of materials or equipment supplied in execution of a Purchase Order and, as well as, violation of intellectual property rights. property. , including expenses resulting from such actions and/or procedures.

11.3. The obligations resulting from the direct or indirect use of knowledge, patents, utility models, designs, including those related to obtaining, from the respective owners, the necessary authorizations and those inherent in the payment of the corresponding taxes, will be at the exclusive responsibility of the company. of the Supplier, who will be considered solely responsible for any resulting legal problems, as well as for any claims arising from the violation or alleged violation of these rights.

11.4. The Supplier may not invoke any personal rights over intellectual property rights to prevent compliance with the obligations arising from a Purchase Order.

12. OWNERSHIP OF TECHNICAL MATERIAL

12.1. Each of the materials entrusted to the Supplier by ADIRA for the study and execution of a Purchase Order, namely plans, tools, molds, equipment, raw materials, etc., will impose on the Supplier legal obligations of fidelity . guardian of said materials. , undertaking to return it in the conditions in which it was received and as soon as it was requested.

12.2. The Supplier is also responsible for loss or damage to items supplied by ADIRA. The latter will bear all costs of replacing lost or damaged items as well as all losses caused to ADIRA by this loss/damage.

12.3. All execution projects, written or drawn pieces, final screens, drawings, software, studies, reports or any other intellectual creations prepared by the Supplier within the framework and under the terms of a Purchase Order, as well as all rights respective intellectual property thereon shall be owned by ADIRA for all purposes, and the contractual relations between ADIRA and the Supplier may be terminated and freely modified by ADIRA.

13. CONFIDENTIALITY

13.1. The Supplier undertakes not to reveal to third parties and not to use, for its own benefit or that of third parties, all the information that ADIRA transmits to it and which is not known to the general public, i.e. -say the information contained herein. General purchasing conditions or other documents and/or contacts established in connection with a purchase order.

13.2. The obligation of confidentiality survives even after termination or execution of a purchase order.

14. PROVISIONAL AND FINAL RECEPTION

14.1. Provisional Receipt of supplies will only be carried out by ADIRA after cumulative verification of the following requirements:

14.1.1. All supplies covered by the Purchase Order have been carried out satisfactorily, after inspection carried out by ADIRA or by whomever it indicates;

14.1.2. Submission by the Supplier of all the documents provided for in the Purchase Order and all its annexes, duly approved by ADIRA.

14.2. If ADIRA notices a defect or omission preventing Provisional Acceptance, it will immediately inform the Supplier, who will be required to fully repair the identified defects, under its responsibility and at its exclusive expense, within the period agreed between the parties.

14.3. At the end of the warranty period, Final Acceptance will be carried out if no Non-Conformity is detected and any deductions or guarantees provided are lifted.

15. GUARANTEES

15.1. Unless expressly provided otherwise in a purchase order, specific order conditions and/or contract, or in ADIRA's written acceptance of the supplier's proposal, the supplier is required to provide a minimum warranty period of 24 (twenty -four months.

15.2. During the warranty period, Supplier undertakes to correct, repair or replace, at its expense and risk, any material, equipment or service, or any part thereof which is necessary, which presents errors, breakdowns, deficiencies, operating and/or operational defects. or incompatibilities. with all Technical Specifications or Standards and legal regulations in force, by providing ADIRA with a detailed incident report, assuming all indirect costs such as transport, labor, travel, accommodation, meals, etc., the supplier being aware and duly informed that ADIRA is an exporting company, therefore the materials and equipment it acquires are intended to be integrated into machines that will be sold in countries on all continents, and in the event of need to replace a part or equipment under warranty, transport costs to the place where the machine is located. The installation in which they will be incorporated will be the responsibility of the supplier.

15.3. The repair or replacement of defective items involves the start of a new warranty period which, if ADIRA deems it necessary, is also subject to the Provisional and Final Acceptance process used for previous non-compliant goods and equipment.

15.4. ADIRA may have the necessary repairs, modifications or replacements carried out at the Supplier's expense and risk if the Supplier's response is insufficient or exceeds the necessary deadline, by informing the Supplier to make the corresponding payment or, failing that, by deducting the costs. inherent. payments to the Supplier or by making use of deductions or guarantees granted.

16. PAYMENT TERMS

16.1. The due date for invoices, previously agreed with the Supplier, runs from the date of receipt of the invoices at ADIRA's premises. Payment is made subject to analysis and verification of the invoice.

16.2. The Conditions of payment for supplies are indicated in the Order Form. The Payment Conditions previously specified may also be used within the framework of a commercial relationship between ADIRA and the Supplier provided that they are expressly mentioned in writing in the Purchase Order, the Special Conditions of the Order and/or the Contract .

16.3. The full execution of the supply obligations, the possible provision of documents, the issuance of possible financial guarantees and, as well as the execution of other important contractual obligations, under the exact terms and conditions established in the Purchase Order, the Specific Conditions of the Order and/or Contract is an essential condition for payment of invoices.

16.4. Any claim, sanction or legal sanction against ADIRA by its customers, linked to the subject of the Purchase Order, may result in payment being withheld up to:

16.4.1. The Service Provider assumes responsibility for these complaints, sanctions or legal actions;

16.4.2. The proceeding or legal proceeding ends without any consequences or obligations for ADIRA;

16.4.3. The Supplier has complied with all its obligations arising from the Purchase Order.

17. RESOLUTION

17.1. The Purchase Order may be terminated by ADIRA, at any time and without any liability or financial burden, in one of the following scenarios:

17.1.1. If the supplies made do not meet the specifications of these General Conditions of Purchase, the Purchase Order, the Special Order Conditions, the Contract and/or other contractual documents;

17.1.2. If the goods or materials delivered do not conform to the samples or specifications presented by the Supplier for ADIRA approval;

17.1.3. If the total or partial delivery times set in the Purchase Order are not respected by the Supplier without justified reason and accepted by ADIRA;

17.1.4. If reasonable doubts arise as to the Supplier's rights to the materials, equipment or services supplied, its rights to patents, trademarks, models and designs;

17.1.5. In the event of bankruptcy, insolvency of the Supplier or Special Revitalization Process, or request it from the competent Entities;

17.1.6. If the Supplier violates any of the clauses and conditions of the Purchase Order or the General Conditions of Purchase;

17.1.7. In any other case of resolution provided for by law.

17.2. If the resolution covers only part of the Purchase Order, ADIRA will only be responsible for payment for compliant materials, equipment or services, accepted and already delivered, without the Supplier being entitled to any compensation under the affected part. .for resolution. Likewise, in the event of any need to remove items, all costs involved will be the responsibility of the Supplier.

17.3. Immediately after communication of the resolution, the Supplier will return, within an agreed period, all materials entrusted by ADIRA, as well as all materials, studies, plans, tools, molds, etc., relevant for the continuation of supplies in courses. , étant soumis aux pénalités de retard établies au point 10.1.1.

17.4. ADIRA will have the right to terminate the contract if the End Customer suspends or cancels the order; In this case, ADIRA will pay the Supplier for the conforming goods, accepted and already delivered.

17.5. All payments received by the Supplier relating to non-conforming materials, equipment or services will be refunded to ADIRA, with the Supplier agreeing to make the refund within 15 days of the resolution date.

17.6. ADIRA has the right to be compensated for all losses caused by the termination caused by the Supplier's non-compliance, reserving the right, on the date of termination, to activate any bank guarantees for its benefit.

18. COUNTER-ORDINATIONS OF VARIED LIABILITIES AND WORK DEBT TOWARDS SUPPLIERS

18.1. Provided that ADIRA, its directors, directors, as well as companies which are in a relationship of reciprocity, control or group participation, are informed of any procedure or approach with a view to compliance with the solidarity regime provided for in section 551 of the Act. work. Code and section 5 of article 16 of Law 102/2009 of September 10, the Supplier must demonstrate regularizing the situation and provide proof of this fact to ADIRA. In the event that the Supplier decides to resort to the judicial or administrative means at its disposal, it must issue a bank guarantee in favor of ADIRA "on request", within 30 days following said notification, for the amount and to guarantee payment of the amount claimed administratively or judicially, valid until the respective decision becomes final.

18.2. The aforementioned bank guarantee may be activated by ADIRA in the event that the respective directors, as well as the companies which maintain a reciprocal shareholder relationship with it, are ordered to pay any credit or fine which would result from the absence of recourse to these last. legal provisions. media or administrative.

18.3. The Supplier is required to provide ADIRA with a declaration of contribution regularization status with the Social Security Institute, IP, as well as a certificate which certifies its tax regularization status with the tax administration, upon request.

18.4. Failure to comply with the obligation to provide a bank guarantee established in point 18.1 by the Supplier, as well as the late creation of the obligation established in point 18.3 above, will give ADIRA the right to immediately demand compensation of 1% of the value amount. of the contract for each day of delay and as a penalty clause, without prejudice to claims for other damages that the aforementioned breach could cause, this clause being valid after the termination of this contract.

19. POSITION ASSIGNMENT

19.1. The Supplier may not transfer, totally or partially, its position in this contract, without the prior written agreement of ADIRA.

19.2. The use of factoring is excluded from the provisions of the preceding paragraph, provided that the Supplier communicates this in writing to Adira by registered letter with acknowledgment of receipt signed by its legal representatives before issuing the invoice for which it intends to transfer the credit to the bank. accompanied by a declaration of acceptance by the latter according to which the factoring does not affect any of Adira's rights under these general conditions and the Law, namely the right to exception for non-performance and the right to compensation.

19.3. ADIRA can freely transfer its position to any company in which Efanor – SGPS, SA participates directly or indirectly.

20. APPLICABLE LAW AND SETTLEMENT OF DISPUTES

20.1. These General Conditions of Purchase, the Purchase Order, the Special Order Conditions and/or the Contract are governed in all their aspects by the legislation in force in the Portuguese legal system.

20.2. For the resolution of any controversy arising from a Purchase Order, in particular with regard to its interpretation, application, validity, execution, compliance and duration, the Parties assign exclusive jurisdiction to the Judicial Court of the District of Vila Nova of Gaia.

Version 18.04.2023