NESPRESSO: DESCUBRA AS FACILIDADES DO SERVIÇO DE ASSINATURA

+ Terms and conditions

NESTLÉ BRASIL LTDA., with its registered office at Rua Doutor Rubens Gomes Bueno, 691, São Paulo / SP, registered with the CNPJ under No. 60.409.075/0001-52 and branch(es) at Estrada do Rio D’Ouro, 1,000, Shed 1, Module G – Part, Pavuna Rio de Janeiro/ RJ, registered with the CNPJ under no. 60.409.075/0461-44 e Rod Pres Castelo Branco KM46, 3355 Galpão 300 Block A Sector 1 Lot Voturuna Araçariguama / SP, registered with the CNPJ under No. 60.409.075/0540-82, by its Unit of Business "NESPRESSO", in this act duly represented, and the CLIENT qualified above, in its name and that of its affiliates (if identified in the table above and in Annex I), for which will be jointly and severally liable, enter into this Product Supply and Testing Agreement Machines, which will be governed by the following clauses:

1. Object

1.1. The purpose of this Agreement is: (a) the supply of coffee capsules NESPRESSO (the “Products”) for sale to the public or personal consumption, according to the CLIENT's classification above (Field XII), and (b) the establishment of the rules that will govern the lending, by NESPRESSO to the CLIENT, of machine(s) intended for the making beverages from the Products.

1.2. Special conditions for the disclosure of NESPRESSO brands and products in the premises of the CLIENT's establishments may be negotiated between the parties, as specified in Annex I.

2. Supply of Products

2.1. NESPRESSO will supply the Products according to the availability of its stocks, directly or through an authorized dealer, reserving the right to reject any purchase order in the event of failure to comply with any of the conditions of this Agreement.

2.2. The list of Products may be updated by NESPRESSO at any time.

2.3. Unless otherwise stated in Annex I, the Products will be supplied in accordance with with the prices in effect on the date of order confirmation. The price will be adjusted annually through the IPCA, with 30 days' notice.

2.4. NESPRESSO capsules are sold in boxes of 50 units of the same intensity and cannot be fractionated.

2.5. The Products will be paid in accordance with the terms and conditions indicated in Annex I.

2.6. Late payment of the Products will result in a fine equivalent to 2% (two per cent) per month on the debt. If the delay persists for a period exceeding 7 (seven) days, the NESPRESSO may suspend the sale of capsules until their payment, notwithstanding the termination of this Agreement.

2.7. The Products will be delivered by NESPRESSO in accordance with the contained in the freight table in force at the time of the order. Specific delivery conditions may apply, in accordance with Annex I.

2.8. The Products must be checked upon receipt. Any reservations should be made on the respective proof of delivery, under penalty of no longer being able to claim them. THE NESPRESSO will not exchange capsules and will not be accepted capsule returns.

2.9. It is clarified that, in view of the investments made by NESPRESSO for the performance of this Agreement, represented mainly by by making the Machines available to the CLIENT at no cost, the economic-financial balance of this Agreement depends on the purchase of a minimum quantity of Products, as established in Annex I.

3. Lending of Machines

3.1. The assignment in lending of all Machines already delivered or to be delivered by NESPRESSO to the CUSTOMER will be governed solely by the provisions of this Contract.

The list of Machines currently leased to the CLIENT (containing information such as model, number serial number and installation location) is included in Annex I.

Annex I will be periodically updated by NESPRESSO and a new version for the CUSTOMER, in order to reflect eventual substitutions, additions or decreases of Machines occurred in the period.

3.2. The CUSTOMER undertakes to use in the Machine(s) only the capsules and products that carry the NESPRESSO brand, specially developed for this purpose. Not being the use of compatible capsules is allowed.

3.3. The CLIENT undertakes not to allow the acts of third parties to affect the possession or property of the Machines, giving, in any event, immediate notice, in writing, to the NESPRESSO, so that it can exercise its proprietary rights.

3.4. It is hereby agreed between the parties that the CUSTOMER may not sub-leasing, renting, pledge, pledge or in any way encumber or assign the Machine(s), as well as not alter the installation location of the Machine(s) or remove them from their original installation addresses, without prior written consent of NESPRESSO.

3.5. The CUSTOMER undertakes to take care of the Machine(s), keeping them in perfect condition. conservation and cleaning, as well as to use the Machine(s) as regulated in this instrument and in accordance with the instructions of NESPRESSO, including those contained in the User's Manual delivered by NESPRESSO to the CLIENT, being responsible, the CUSTOMER, for the damages that may cause NEPRESSO or third parties as a result of the breach of such obligation. In addition, the CUSTOMER shall reimburse NESPRESSO for the value of the invoice, in the event of the claim, in case of robbery, theft, loss, loss, deterioration of the Machine(s).

3.5.1 In case of harmful fauna, the CUSTOMER is entitled to up to 1 (one) exchange and/or maintenance of the parts of the machine at no cost. In case of recurrence, the CUSTOMER will bear the costs of exchange and/or maintenance of the machine by analyzing the parts to be replaced by NESPRESSO.

3.6. Any irregularity with the Machine(s), the CUSTOMER undertakes to inform the NESPRESSO immediately by calling 0800 7777 747, when you will be an initial aid. If the request is not resolved in this first service, the NESPRESSO will take the other appropriate measures, committing to, if necessary, repair, replace parts or replace the malfunctioning Machine(s) at your own expense, whenever the damage results from normal wear and tear of the Machine(s) and provided that the customer is in full compliance with all its obligations. Otherwise, a fee will be charged. maintenance according to the current Flat Fee value, indicated in Annex I. The Flat Fee value may be updated from time to time by NESPRESSO, and the CLIENT must be informed of changes at least 7 (seven) days in advance.

4. Term and Termination

4.1. This Agreement will remain in force for the period indicated in Annex I and may be terminated in following hypotheses: (i) by either party, in the event of non-compliance with any of the obligations set forth herein; (ii) by either party, in the event of a request, decree or approval of judicial or extrajudicial recovery, bankruptcy, liquidation, dissolution or unequivocal insolvency of the other party; (iii) by either party, upon written notice 30 (thirty) days in advance.

4.2. Upon termination of this contract, for any of the aforementioned reasons, the CLIENT must immediately make the Machine(s) available, clean and free of products, in perfect state of conservation and functioning, in addition to publicity materials and accessories eventually delivered to the CLIENT, for collection by NESPRESSO. If CLIENT does not carry out the aforementioned request, he will be subject to the payment of monthly rent in the amount corresponding to 10% (ten percent) of the total value of each Machine in force at the time of termination, without prejudice to other appropriate measures for the recovery of the Machine(s) and compensation for any losses and damages.

5. Fine

5.1. Failure to comply with any of the provisions of this Agreement will subject the party breaching the payment of the fine indicated in Annex I, without prejudice to the termination of the Agreement and the calculation and collection of any losses and damages suffered.

6. Intellectual Property

6.1. The CUSTOMER is aware that the marks that identify the Machine(s) and capsules, as well as like any other products and promotional materials related to the business NESPRESSO, are duly registered with the National Institute of Industrial Property - INPI, on behalf of Société des Produits Nestlé, and that NESPRESSO is solely and exclusively licensed for use in Brazil, being certain that the disclosure and exposure of these brands by the CLIENT can only be carried out in accordance with the express instructions of NESPRESSO, which must be always in writing.

7. General Provisions

7.1. It is hereby established that the nullity of any of the provisions agreed herein will not result in the nullity of others.

7.2. Any tolerance or concession by the parties will be considered mere liberality, not constituting novation, invoked precedent, waiver or loss of any acquired rights on the other side.

7.3. This contract is revoked and replaced by any other agreement entered into beforehand between the parties, whether tacitly or expressly.

7.4. Duly initialed by the parties, the annexes form part of this instrument for all effects. If there is a discrepancy between the Annex(s) and the Agreement, the latter shall prevail over the former, unless otherwise stipulated.

7.5. In the case of disposal, transfer, succession or any other measure that determines the replacement of the corporate structure of the contracting parties, there will be a duty to subrogation of the rights and obligations of this contract.

7.6. This contract may not be assigned by the CLIENT without the prior and express authorization of NESPRESSO, in which case, the assignment instrument must be signed competent.

7.7. The Parties undertake to maintain the most complete and absolute confidentiality of this Agreement and all understandings, information and documents that come to their knowledge or access in reason for this Agreement.

7.8. The CUSTOMER declares to know the NESPRESSO Supplier Code of Conduct (available at www.nestle.com/suppliers), agreeing to respect the principles and rules contained therein. predicted. The CUSTOMER understands and acknowledges that NESPRESSO does not tolerate any act, action or relationship that may constitute, directly or indirectly, acts of corruption, bribery and/or any means of obtaining an unlawful advantage.

The CLIENT, by itself, its representatives, administrators, employees, agents and third parties contractors, undertakes not to practice any act that violates the laws and applicable regulations, including, but not limited to, the Anti-Corruption Law (Law No. 12,846, of August 1, 2013), also refraining from performing any acts that facilitate or imply failure by NESPRESSO to comply with the legislation in force, being from now on provided that NESPRESSO does not wish to receive any unlawful advantage or nor will it request from the CUSTOMER any conduct that may constitute an illicit act or that is contrary to the principles of NESPRESSO.

7.9. The contracting parties declare, under penalty of law, that the signatories of the present instrument are its legal representatives/attorneys, duly constituted in the form of the respective Articles of Incorporation, with powers to assume the obligations now contracted.

8. Forum

8.1. The parties elect, by mutual agreement, the Forum of the District of São Paulo, waiving any another, however privileged it may be, to settle the doubts and divergences arising from the this contract.

ANNEX I - COMMERCIAL AGREEMENT

I - Term: 12 (twelve) months, automatically renewing for equal periods.

II - Price: according to the current table. Prices can be changed at any time by NESPRESSO.

III - Payment term:

The CUSTOMER will be responsible for paying the invoices/invoices issued by NESPRESSO.

IV - Payment method: Credit Card

VI - Minimum Consumption: The parties agree on a minimum monthly supply of capsules NESPRESSO for the CUSTOMER from among the existing varieties, in accordance with the table below:

VII – Rate: Nespresso Subscription Package (detailed after defining the packages)

VIII – Target – Monthly Volume:

MACHINE: Zenius

Quantity (Machines): 1

FIXED MONTHLY CONSUMPTION: 150 Capsules of free choice

VALUE OF THE MACHINE AS DATED: BRL 2,694.00

MAINTENANCE VALUE (FLAT FEE): BRL 0.00

X - Delivery Terms: Free Shipping

XI - Fine for breach of contract:

Non-compensatory fine equivalent to the remaining capsule purchase commitment established above, that is, the amount of capsules that are missing to reach the minimum amount of planned acquisition for the current contractual period (12 months), multiplied by the value capsules unit.

XII - Disclosure Material: NESPRESSO may deliver to the CLIENT, under of lending, materials to publicize its brands and products. (the “Materials”) In this In any event, the CUSTOMER undertakes to install the Materials in accordance with instructions received from NESPRESSO.

XIII - Accessories: Accessories such as disposable cups, cups, wooden capsule boxes, among others, will be sold to the CLIENT according to the current price list