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Last Updated: 10 December 2023

CLAUSE 1 – COMMERCIAL TERMS, PRICING & PAYMENT

SCOPE OF SUPPLY

BANALYA® S.A. agrees to sell and supply, and THE CLIENT agrees to purchase, agricultural export products including, but not limited to, bananas, pineapples, mangoes, and any additional items included in BANALYA® S.A.’s export program.

PROFORMA INVOICE AND SPECIFICATIONS

Each shipment shall be defined in the corresponding Proforma Invoice, which forms an integral and binding part of this Agreement.

The Proforma Invoice shall specify:

  • Quantity
  • Number of containers
  • Brand
  • Box type
  • Ports
  • Shipping line
  • Incoterm
  • Price

PRICING AND MARKET VOLATILITY

Prices are valid for the limited period specified in the corresponding commercial document. BANALYA® S.A. reserves the right to adjust prices at the time of loading due to the nature and volatility of the fresh produce market.

Any increase in the market price shall be borne by THE CLIENT.

PAYMENT COMPLIANCE

No production, booking, shipment, or allocation shall be executed without full compliance with the agreed payment terms.

Proof of payment, including SWIFT copies or bank confirmations, shall only be considered valid once the funds have been credited to BANALYA® S.A.’s bank account.

OWNERSHIP AND RIGHTS

Ownership of the goods shall remain with BANALYA® S.A. until full payment has been received.

BANALYA® S.A. reserves the right to withhold shipment documents, redirect cargo, or resell the goods in the event of payment failure or delay.

ADDITIONAL COSTS AND PENALTIES

All costs resulting from THE CLIENT’s actions, omissions, or delays shall be borne by THE CLIENT, including but not limited to:

  • Demurrage and storage
  • Container detention
  • Booking amendments or cancellation fees
  • Operational and logistics costs

CLAUSE 2 – SHIPMENT, LIABILITY & LEGAL FRAMEWORK

AGREEMENT VALIDITY

This Agreement shall remain valid for fifty-two (52) weeks and may be renewed upon written confirmation by both parties.

LOGISTICAL LIABILITY

BANALYA® S.A. shall not be responsible for delays caused by shipping lines, port operations, banking systems, suppliers, or external logistical factors beyond its reasonable control.

RESALE AND ABANDONMENT

If THE CLIENT fails to receive or pay for the cargo, BANALYA® S.A. reserves the right to resell the goods without prior notice.

All losses and additional costs shall be charged to THE CLIENT. BANALYA® S.A. shall not be responsible for cargo abandoned at the destination.

DESTINATION CHANGES

Any request to change the destination after shipment shall result in all related costs being fully charged to THE CLIENT.

All payments related to destination changes shall be considered non-refundable.

GOVERNING LAW

This Agreement shall be governed by the laws of Ecuador. Any dispute arising from or relating to this Agreement shall be resolved under the jurisdiction of the competent courts of Ecuador.