ROSS® STANDARD TERMS AND CONDITIONS OF PRODUCT SALES

1. CONTRACT

These terms and conditions constitute the entire terms and conditions of the contract between the Buyer and ROSS CONTROLS®. The terms and conditions in Buyer's Purchase Order are of no force and effect and are not binding on ROSS except to the extent, if any, such terms and conditions are identical to ROSS's terms and conditions.

2. QUOTATIONS AND ACCEPTANCE OF ORDERS

All quotations for ROSS products and services, including those quotations made by ROSS representatives, are made without obligation to ROSS, and are subject to acceptance by ROSS at its offices in the state of Michigan.

3. PRICE

A. Prices specified here are subject to change without notice. Unless otherwise indicated, all prices are FOB São Bernardo do Campo, and are in Reais.
B. Prices specified here include normal ROSS packaging only. Any special packaging or protection requested by the Buyer will be calculated separately.
C. The minimum billing is R$250.00. Below this amount, the customer must pay in cash.

4. TAXES

The taxes to be charged by ROSS are all demonstrated in our commercial proposal. In case of disagreement, ROSS is available to review the taxation, as long as it is legal.

5. PAYMENT

Payment term.
The payment condition is in cash when the purchase order is sent.
Registered customers may have payment conditions with longer terms, to be defined through prior negotiation.
Payment options
A. Purchases made can be paid via bank slip or PIX.
B. Invoices must be paid by the Buyer by the due date. If there is a delay, the bank will charge the usual fine and interest.

6. SHIPMENTS

A. Shipments are made at Buyer's expense and ROSS is not responsible for freight, product damage or other transportation expenses incurred at destination. The risk of loss during transport shall be borne by the Buyer and transport insurance will be taken out only at the Buyer's request, in which case the costs will be charged to the Buyer.
B. ROSS is not responsible for delay in shipping or delivery or for non-fulfillment of contracts, in whole or in part, if such delay or non-fulfillment is due to fires, floods, riots, strikes, acts of God, differences with workers, accidents, subcontractor or supplier delays, inability to acquire raw materials, transportation delays, acts of Buyer, any law, order, regulation or governmental request.

7. WEBSITE

Your use of the site constitutes your agreement to follow and be bound by these rules. If you do not agree with any of these Terms and Conditions, do not use this website.

Copyright Notice

All content you see or hear on this site, including, for example, page headers, images, illustrations, graphics, audio clips, video clips, and text, is subject to trademark, service mark, trade dress, copyright and /or other intellectual property rights or licenses held by the ROSS Group, one of its subsidiaries, affiliates or by third parties who have licensed their materials to the ROSS Group. All content on this site is copyrighted as a collective work under U.S. and international copyright laws, and the ROSS Group owns a copyright in the selection, coordination, arrangement, and enhancement of the content. The content of this website and this website as a whole is intended solely for your use. You may download and/or transfer, print and store selected portions of the content, where ROSS Group has provided a print/download function, provided that you only use these copies of the content for your own non-commercial use, e.g. specification pages product, order, confirmation etc. trademark notice. No right, title or interest in any downloaded or copied materials is transferred to you as a result of such downloading or copying. ROSS Group reserves full title and complete intellectual property rights in any content you download or copy from this site. Except as noted above, you may not copy, download, reproduce, modify, publish, distribute, transmit, transfer or create derivative works from the Content without first obtaining written permission from ROSS Group.

Submissions

We appreciate your comments about this site. However, any comments, feedback, notes, messages, ideas, suggestions or other communications ("Comments") sent to us by any means will be and remain the exclusive property of the ROSS Group. Your submission shall constitute an assignment to ROSS Group of all worldwide rights, titles and interests in all copyrights and other intellectual property rights in the Comments. ROSS Group will have the right to use, reproduce, disclose, publish and distribute any materials you submit for any purpose, without restriction and without compensating you in any way. For this reason, please do not submit any comments that you do not wish to attribute to us, including confidential information or original creative materials such as stories, product ideas, computer code, or original artwork.
Correction of errors and inaccuracies.
The information on this site may contain typographical errors or inaccuracies and may not be complete or up-to-date. Therefore, we reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after you have submitted a quote request or order). Please note that such errors, inaccuracies or omissions may relate to product descriptions, specifications, technical information, dimensions, sizing, pricing and availability. We apologize for any inconvenience this may cause you. The products described on this website may not be available in your region. We do not represent that the information on the site is appropriate for your jurisdiction or that the products described on this site are available for purchase in all jurisdictions.

DISCLAIMERS

THE ROSS GROUP WEBSITES ARE OPERATED BY ROSS CONTROLS ON AN "AS IS", "AS AVAILABLE" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. THE ROSS GROUP AND ITS SUBSIDIARIES AND AFFILIATES ("ROSS BUSINESSES") DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THIS SITE AND ITS CONTENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

THE ROSS GROUP DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, FOR ANY MERCHANDISE OFFERED ON THIS SITE.

THE ROSS GROUP DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THE WEBSITE IS ACCURATE, COMPLETE OR CURRENT OR THAT THIS WEBSITE WILL OPERATE WITHOUT INTERRUPTION OR ERROR.

THE ROSS GROUP DOES NOT REPRESENT THAT THE INFORMATION ON THE SITE IS SUITABLE FOR YOUR JURISDICTION OR THAT THE PRODUCTS DESCRIBED ON THIS SITE ARE AVAILABLE FOR PURCHASE IN ALL JURISDICTIONS.

THE ROSS GROUP DISCLAIMS ANY RESPONSIBILITY AS TO THE ACCURACY OR COMPLETENESS OF THE DESCRIPTION, SPECIFICATION, TECHNICAL INFORMATION, SIZING AND SIZE OF EACH ITEM. IT IS YOUR RESPONSIBILITY TO VERIFY ANY INFORMATION CONTAINED ON THIS SITE BEFORE RELYING ON IT.

THE ROSS GROUP DOES NOT WARRANT THAT THIS SITE IS FREE OF COMPUTER VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS.

GRUPO ROSS DOES NOT ENDORSE OR MAKE ANY GUARANTEES, RECOMMENDATIONS OR REPRESENTATIONS ABOUT ANY OTHER SITE YOU MAY ACCESS THROUGH A GRUPO ROSS SITE. LINKS TO WEB SITES ARE PROVIDED FOR CONVENIENCE ONLY. YOU MUST MAKE YOUR OWN DECISIONS REGARDING YOUR INTERACTIONS OR COMMUNICATIONS WITH ANY OTHER SITE.

IF ANY PART OF THESE TERMS AND CONDITIONS IS DETERMINED TO BE INVALID OR UNENFORCEABLE, THE INVALID OR UNENFORCEABLE PROVISION SHALL BE DEEMED TO BE SUPERSET BY A VALID AND ENFORCEABLE PROVISION THAT MOST CLOSES TO THE INTENT OF THE ORIGINAL PROVISION AND THE REMAINING TERMS AND CONDITIONS SHALL CONTINUE IN EFFECT.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL THE ROSS GROUP OR ANY OF ITS EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, SELLERS OR SUPPLIERS BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE WEBSITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS), WHETHER IN CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF ANY ROSS COMPANY HAS BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE ROSS WEBSITE OR ANY CONTENT OF THE SITE, OR THESE TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE. YOU ACKNOWLEDGE, BY USING THE WEBSITE, THAT YOU ARE USING THIS WEBSITE AT YOUR OWN RISK. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. THE INVALIDITY OF ANY TERM, CONDITION OR PROVISION SHALL NOT AFFECT THE ENFORCEMENT OF THE PORTIONS DEEMED ENFORCEABLE BY THE APPLICABLE COURTS. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN ROSS BUSINESSES' AGGREGATE LIABILITY UNDER SUCH CIRCUMSTANCES FOR LIABILITIES WHICH OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED THE EQUIVALENT OF ONE HUNDRED DOLLARS ($100).

By accessing and using a ROSS Group website, you agree that your access to and use thereof is subject to these terms and conditions, as well as all applicable laws, as governed by and construed in accordance with THE LAWS OF THE STATE OF MICHIGAN, USA. You agree to EXCLUSIVE JURISDICTION AND VENUE of the courts in OAKLAND COUNTY, MICHIGAN, USA in all disputes arising out of or relating to the use of this site. Use is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including this paragraph.

8. WARRANTY

All products sold by ROSS CONTROLS are guaranteed for a period of one year. ROSS's obligation under this warranty is limited to the repair or replacement of the product or refund of the purchase price paid solely at ROSS' discretion and provided that such product is returned to ROSS freight prepaid and upon examination by ROSS is found to be defective. This warranty becomes void if the product has been subject to misuse, incorrect application, inadequate maintenance, modification or tampering.

THE ABOVE EXPRESS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES AND ROSS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ROSS MAKES NO WARRANTY REGARDING ITS PRODUCTS THAT MEET THE PROVISIONS OF ANY GOVERNMENTAL, OCCUPATIONAL, SAFETY AND/OR HEALTH LAWS OR REGULATIONS. IN NO EVENT SHALL ROSS BE LIABLE TO THE PURCHASER, USER, THEIR EMPLOYEES OR OTHERS FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM BREACH OF THE WARRANTY DESCRIBED ABOVE OR FROM THE USE OR MISUSE OF THE PRODUCTS. NO STATEMENT BY ANY REPRESENTATIVE OR EMPLOYEE OF ROSS SHALL EXTEND ROSS'S LIABILITY AS SET FORTH HEREIN.

9. INSPECTIONS, COMPLAINTS, DEFECTS

A. Careful visual inspection of products immediately upon receipt is the responsibility of the Buyer. All such inspections must be conclusive as to the absence of defects and imperfections in the products and as to the conformity (as to quality or otherwise) of the products with the provisions of the contract, to the extent that such defects, imperfections or non-conformity could be found by a careful and diligent visual inspection. Buyer's failure to notify ROSS of such defects, imperfections or nonconformities at the time of such inspection shall be an immediate and automatic release of any and all claims of Buyer with respect thereto.
B. In any case, any claims of defects must be submitted to ROSS within seven (7) days after the original installation or use of the products by Buyer or Buyer's representative, and ROSS shall be fully released from all liability to with respect to such claims not submitted by Buyer to ROSS prior to the expiration of said seven (7) day period.

10. ASSUMPTION OF RISK

Buyer assumes all risks or liabilities arising from the sale or use of the products covered herein.

11. MODIFICATIONS

If Buyer desires changes to the products to be supplied by ROSS, such changes shall be subject to acceptance by ROSS and Buyer shall pay to ROSS such appropriate additional charges as ROSS may determine and any resulting increased costs shall be paid by Buyer in accordance with the terms hereof.

12. RETURNED GOODS

A. Only regular line products will be considered for return for credit or replacement. Special products and/or products developed by ROSS/Flex® cannot be returned.
B. Returns for credit or replacement (whether in accordance with Paragraph 8 hereof or otherwise) will be accepted only if prior written consent has been received from ROSS. Products approved for return must be accompanied by a return Invoice which must mention the Buyer's order number and the number of the original ROSS Invoice relating to the returned products. Unless the return is due to an error on the part of ROSS, merchandise approved for return must be sent to ROSS, shipping charges prepaid, and Buyer shall be subject to a restocking or handling fee with respect to that.

13. CANCELLATION

Special, personalized and/or products developed by ROSS/Flex® cannot be cancelled. Any other order canceled by the Buyer shall be subject to a reasonable cancellation fee, which will take into account the expenses incurred and the commitments made by ROSS in fulfilling its obligations in relation to the canceled order.

14. ROSS’ FAILURE TO FULFILL RIGHTS

ROSS's forbearance or failure to comply with any of the terms and conditions of the contract or to exercise any right arising out of any default by Buyer shall not affect or prejudice the rights of ROSS in the event of such default continuing or in the event of any subsequent default or another by Buyer, and such forbearance or failure does not constitute a waiver of other or future defaults by Buyer.

15. LAW & JURISDICTION GOVERNING CONTRACT

The contract must be interpreted in accordance with Brazilian laws.

16. NON-DISCRIMINATION IN EMPLOYMENT

ROSS maintains an equal employment opportunity and non-discrimination program for all employees and applicants for employment without regard to race, color, religion, sex, national origin, age, disability or handicap, or with a special disability, in accordance with the Brazilian laws.

17. ERRORS

Typographical and material errors contained herein are subject to correction. ROSS reserves the right to correct the prices and/or conditions of all quotations and orders if it is found that, due to typographical or clerical errors, including the interpretation of customer requirements, such prices or conditions are incorrect.

These terms and conditions may change

The ROSS Group reserves the right to update or modify these Terms and Conditions in subsequent versions of the Site at any time without prior notice. Your use of the Site following any change constitutes your agreement to follow and be bound by the Terms and Conditions as changed. For this reason, we recommend that you review the Terms and Conditions each time you use the Site.