TERMS AND CONDITIONS OF USE OF THE B2B PLATFORM
CIMEX GLOBAL (SCOPE: SOUTH AMERICA AND EUROPE)
By this instrument, on the one hand:
AÇONOBRE COMÉRCIO E REPRESENTAÇÕES LTDA , using the trade name CIMEX GLOBAL , a private legal entity, registered with the CNPJ under number 11.760.963/0001-00, headquartered in Joinville, Santa Catarina, owner and operator of the brand and digital platform for cross-border commercial intermediation, hereinafter simply referred to as PLATFORM;
And, on the other hand, the legal entity duly registered and approved in the digital ecosystem, hereinafter referred to simply as MANUFACTURER;
The parties have agreed to the following terms and conditions:
1.1. The purpose of this Agreement is the MANUFACTURER's voluntary adherence to the PLATFORM for the promotion, commercial intermediation, and logistical facilitation of international sales in the B2B (Business-to-Business) model.
1.2. The PLATFORM's operations, customs intelligence tools, and compliance support are currently limited to the export of products from the construction, furniture, and decoration sectors to markets in Latin America, South America, and the European Union (including the United Kingdom).
1.3. The PLATFORM will act as a digital intermediary channel, not being characterized as a seller or distributor of the MANUFACTURER's products, except in the specific Indirect Export operations detailed in Clause 2 of this instrument.
2.1. The international commercial intermediation addressed in this document will occur under two distinct operational modalities, at the discretion of the demand and purchasing needs of the IMPORTER (foreign buyer):
I – Direct Export (Direct Invoicing): Applied to transactions involving small, medium, or large volumes or full container loads (FCL). The MANUFACTURER will invoice the products directly to the foreign IMPORTER, being responsible for issuing the export documentation, the Single Export Declaration (DU-E), and the respective foreign exchange transaction.
II – Indirect Export (Consolidation via Trading): Applied to partial (LCL) orders or orders composed of multiple suppliers. The MANUFACTURER will make a domestic market sale to the PLATFORM (Açonobre) for the specific purpose of export. The PLATFORM will assume the physical consolidation of the cargo in the container or in the previously agreed modality, the unified customs clearance, and the final international invoicing to the destination.
3.1. The MANUFACTURER declares that it has an active unlimited RADAR authorization with the Federal Revenue Service and a valid Digital Certificate (e-CNPJ), committing to keep them valid to ensure the smooth flow of operations.
3.2. In accordance with the guidelines of the Brazilian Tax Reform of 2026, the sale of goods destined for export through the PLATFORM will benefit from Total Exemption from IBS (Tax on Goods and Services) and CBS (Contribution on Goods and Services). The MANUFACTURER is solely and exclusively responsible for the maintenance, management, and utilization of tax credits accumulated in the acquisition of its inputs and raw materials.
3.3. The MANUFACTURER undertakes to provide all certifications, technical reports and documents required by the destination economic blocs, agreed upon and requested in advance prior to shipments:South America (Mercosur): Products must meet the required nationalization indices for the issuance of the Digital Certificate of Origin (COD), in order to grant tariff exemption or reduction to the importer.
European Union and United Kingdom: Products must strictly comply with local technical barriers, including CE marking, pressure and resistance reports, phytosanitary treatment against pests on wooden supports (ISPM 15 standard) accompanied by a certificate issued by MAPA, and proof of sustainable forest origin (FSC or CERFLOR certification).
4.1. Aiming for operational efficiency in an asset-light model, cargo collection will occur in a B2B format, carried out directly at the MANUFACTURER's industrial facilities or at a pre-defined location mutually agreed upon at the time of negotiation.
4.2. International trade terms will primarily observe the Incoterm FCA (factory or
(location defined between exporter and importer). The adoption of alternative modalities such as FOB,
CFR or DDP will depend on prior operational consultation and approval of the logistics quote by
PLATFORM.
4.3. The PLATFORM or its logistics partners will carry out the Pre-Clearance (Customs Clearance).
In advance), sending and validating customs documents (Commercial Invoice, Packing List and
(correct NCM codes) with local and destination customs brokers before the cargo reaches the borders.
land, air or port transport, expressly mitigating demurrage costs.
(demurrage).5.1. Due to the high tax costs, customs complexity, and re-import bureaucracy involved in Brazil, the parties agree that there will be no physical return of damaged or non-conforming goods to Brazilian territory. All approved technical issues will be resolved locally in the destination country.
5.2. In line with cross-border post-sales guidelines, the resolution of approved disputes will not generate chargebacks or cash refunds. All accepted disputes will exclusively generate a Commercial Credit Note in favor of the buyer for deduction and offsetting on future orders.
5.3. The granting of any commercial credit or discount is strictly conditional upon the opening of a claim within the regulatory deadlines of the PLATFORM (48 hours for transport damage and 14 days for hidden defects) and necessarily depends on the technical assessment, analysis and express final approval of the MANUFACTURER.
5.4. Local Reverse Logistics: If the MANUFACTURER is found directly responsible for manufacturing defects or packaging errors, it will bear the cost of the credit generated and the costs of disposing of the waste or donating the merchandise locally in the destination country, following the environmental regulations in force in South America or Europe.6.1. No goods will be released for international transit without the mandatory contracting of international door-to-door transport insurance against theft, loss, accidents or damage.
6.2. The contracting and financial responsibility for the insurance premium will fall to the company contracting the freight (which may be the exporter or the importer), in strict compliance with the Incoterm and the shipping method agreed upon in the quotation.7.1. For intermediating international commercial transactions, the MANUFACTURER will pay the PLATFORM the percentage commission agreed upon in the attached table on the value of sales. The commission will be calculated as previously agreed between the Platform and the Manufacturer in Direct Export, or on the total amount invoiced in Indirect Export.
7.2. Failure to comply with the non-compete clauses and the diversion of clients or distributors presented or mediated by the PLATFORM will subject the MANUFACTURER to the payment of a non-compensatory fine equivalent to 20% (twenty percent) of the total value of the transaction carried out outside the digital ecosystem.8.1. To resolve any commercial controversies, doubts, or disputes arising from the use of the platform or exports mediated by it, the parties expressly elect the Court of the District of Joinville, State of Santa Catarina, Brazil, expressly waiving any other, however privileged it may be.