Legal

Last Updated: 10 December 2023

Clause 1 – Confidentiality & Data Protection

Data Security and Disclosure

All commercial terms, prices, shipment details, documents, and communications related to this Agreement are strictly confidential. Any unauthorized disclosure by THE CLIENT shall constitute a material breach of contract and shall entitle BANALYA S.A. to immediately terminate the Agreement without liability. THE CLIENT shall be fully responsible for any damages resulting from such disclosure.

Clause 2 – Force Majeure

External Events

BANALYA S.A. shall not be held liable for any delay, failure, or non-performance resulting from events beyond its reasonable control, including but not limited to:

Strikes and political instability.
War and natural disasters.
Port closures, shipping disruptions, and carrier delays.
Governmental actions or restrictions.

Such events shall not be considered a breach of contract.

Clause 3 – Governing Law & Jurisdiction

Legal Jurisdiction

This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of Ecuador. Any dispute arising out of or in connection with this Agreement shall be subject exclusively to the jurisdiction of the competent courts of Guayaquil, Ecuador.

Clause 4 – Entire Agreement & Legal Validity

Agreement Integrity

This Agreement, together with all Proforma Invoices, policies, and annexes issued by BANALYA S.A., constitutes the entire and binding agreement between the parties. It supersedes any prior negotiations, communications, or agreements. Any amendment or modification shall only be valid if made in writing and expressly approved by BANALYA S.A.