SALES TERMS & CONDITIONS
GENERAL TERMS AND CONDITIONS OF SALE
1. Applicability and Offers
Scope: These conditions govern all offers, quotations, and contracts for the sale of goods (including chemical raw materials, food ingredients, cosmetics, and related products) made by the Seller, unless expressly agreed otherwise in writing.
Validity: The Seller’s quotations and offers are non-binding and strictly subject to final confirmation. They are valid only for the remainder of the working day of their issuance (Spain time) or until the date indicated in the offer, and may be modified or withdrawn before their formal acceptance.
2. Delivery and Logistics under Incoterms 2020
Applicable Regulations: Unless expressly agreed otherwise in writing, deliveries, the transfer of risk of loss or damage, and logistical costs shall be strictly governed by the international Incoterms 2020 rules.
Default Condition: Sales are understood to be carried out under the Incoterms 2020 modality at the port or warehouse designated by the Seller.
Loading Tolerance: The Buyer accepts an admissible technical variation of +/- 5% in the weight, volume, or quantity of the supplied goods compared to the order for bulk products, with the invoice price being adjusted proportionally.
Delivery Times: The delivery dates indicated are approximate. A reasonable delay in logistics shall not entitle the Buyer to claim compensation, penalties, or termination of the contract.
Delay in Collection: In the event that the Buyer undertakes to collect the product at the point of origin, if the Buyer fails to collect the goods or fails to provide transport within 7 business days following its availability, the Seller may terminate the contract and demand a penalty equivalent to 50% of the total sale price as damages.
Equipment Return: The return of tanks, isotanks, or containers provided by the Seller must be carried out in strict compliance with the responsibilities outlined by the Incoterms 2020 rule applicable to the contract. When applicable, this equipment must be fully unloaded, emptied, cleaned, and returned within a maximum period of 24 hours from its arrival at the destination. All demurrage costs resulting from delays in such return shall be the exclusive and direct responsibility of the Buyer. The final disposal of packaging (including flexibags) is the responsibility of the Buyer.
3. Retention of Title and Payments
Transfer of Property and Risk: Legal ownership of the goods shall transfer to the Buyer in accordance with the terms and the transfer of the shipping document (Bill of Lading). On its part, the delivery of the goods and the consequent transfer of risk of loss or damage shall be strictly governed by the provisions of the Incoterms 2020 rule applicable to the contract.
Payment Term: Payment must be made without fail no later than the invoice due date.
Late Payment Interest: Delay in the payment of invoices shall automatically accrue, without the need for prior demand, a late interest rate of 1% per month on the total outstanding amount. This interest shall be calculated proportionally for each month or fraction of a month of delay, accumulating to the main debt, in addition to any corresponding recovery expenses.
4. Inspection, Conformity and Claims
Obligation to Inspect: The Buyer is obliged to examine the goods (quality, quantity, packaging, and technical specifications) immediately upon receipt. Any claim for defects or non-conformity must be notified in writing accompanied by a technical report within a maximum period of 8 days from delivery.
Tacit Acceptance: The use, processing, resale, or the unloading/transfer of the goods into tanks, silos, or deposits of the Buyer shall imply the unconditional acceptance of the product as conforming, losing all rights to subsequent claims.
Returns: No return of goods will be accepted without the prior express and written authorization of the Seller.
5. Safety and Legal Compliance
Safety and Handling: The Buyer declares to know the technical nature of the purchased products (whether chemical, food, cosmetic, industrial, pharmaceutical, or of any other nature) and undertakes to handle, store, and transport them at its strict risk, following current health, safety, and environmental regulations.
International Sanctions and Embargoes: The Buyer strictly guarantees that the supplied goods will not be used, resold, re-exported, or diverted in violation of laws, embargoes, or trade restrictions issued by the UN, the European Union, the United States (including OFAC regulations), as well as any regulation or control body applicable in South America (including current sanctions against regimes in the region or local regulations for export control, money laundering, and terrorist financing). Non-compliance with this clause shall entitle the Seller to the immediate termination of the contract by operation of law, without any liability, and to full claims for damages.
6. Limitation of Liability
Exclusion of Indirect Damages: The Seller shall not be liable under any circumstances for indirect, consequential damages, lost profits, production losses, loss of contracts, or time lost by the Buyer or third parties.
Maximum Economic Limit: The total cumulative liability of the Seller towards the Buyer for any concept derived from the contract shall be strictly limited to the net invoiced price of the item or lot of goods affected.
Expiry of Actions: Any legal action or claim against the Seller shall lapse one year after the date of actual or scheduled delivery of the goods.
7. Force Majeure
Exoneration of Liability: The Seller shall not be liable for delays, losses, or contractual breaches caused by events of force majeure or act of God. This includes, but is not limited to: wars (declared or not), hostilities, acts of terrorism, cyberattacks on critical infrastructure, blockades, closures or forced diversions of maritime, land or air trade routes; strikes or lockouts; generalized shortage of raw materials, components or energy; government restrictions, embargoes or border closures; pandemics or epidemics; natural disasters and extreme weather events (such as floods, prolonged droughts affecting navigable waterways, earthquakes or severe storms); as well as failures of supply or transport by third-party suppliers beyond the reasonable control of the Seller.
8. Applicable Law and Jurisdiction
Legislation: These terms and all sales contracts are exclusively governed by Spanish law. The application of the Vienna Convention on Contracts for the International Sale of Goods is expressly excluded.
Courts: For the resolution of any conflict or legal dispute, the parties waive their own jurisdiction and submit exclusively to the jurisdiction of the Courts and Tribunals of the city of Barcelona, Spain.
