TERMS & CONDITIONS
These General Terms and Conditions shall, to the exclusion of terms and conditions
applied by third parties, govern all requests for quotations made to CABAL LOGISTICS
SA DE CV (BANANAS DE MÉXICO), as well as all agreements and acts, whether of a
preparatory or executional nature, which are related thereto, such as quotations, order
confirmations, purchasing orders, orders and delivery dates, except to the extent that
these General Terms and Conditions specify otherwise. Deviating conditions shall only
apply to the extent that BANANAS DE MÉXICO expressly agrees to them in writing, and
they shall apply exclusively to the agreement(s) for which they are made.
1. Application of the Conditions
The Seller shall supply and the Buyer shall purchase the Goods and Services in
accordance with the accepted order which is subject to these Conditions.
The Contract shall be to the exclusion of any other terms and conditions subject to which
any such quotation is accepted or purported to be accepted, or any such order is made
or purported to be made, by the Buyer.
2. Definitions
2.1 In these Conditions:
“Business Day” means any day other than a Saturday, Sunday or bank holiday;
“the Buyer” means the person who accepts a quotation or offer of the Seller for the sale
of the Goods and supply of the Services, or whose order for the Goods and Services is
accepted by the Seller;
“Commencement Date” means the commencement date for this agreement as set out in
the accepted order or in the purchase agreement where it shall correspond to the
“Effective date”;
“the Contract” means the contract for the purchase and sale of the Goods and supply of
the Services under these conditions, which includes these Conditions and the
Particulars of the contract;
“these Conditions” means the standard terms and conditions of sale set out in this
document and (unless the context otherwise requires) includes any special terms and
conditions agreed in writing between the Buyer and the Seller;
“the Delivery Date” means the date on which the Goods and Services are to be
delivered as stipulated in the Buyer’s order and accepted by the Seller;
“the Goods” means the goods (including any installment of the goods or any parts for
them) which the Seller is to supply in accordance with these Conditions;
“month” means a calendar month;
“the Particulars” means all purchase orders accepted by the Seller, Parties’ accepted
specifications as to the quality and packaging of the Goods or/and express written
agreement on a specific trade requesting or specifying the conditions of supply of the
fruits as well as their price and terms of payment;
“the Services” means the Services to be provided to the Buyer as set out in the accepted
order or purchase agreement;
“the Seller” or “BANANAS DE MÉXICO” means CABAL LOGISTICS SA DE CV as
BANANAS DE MÉXICO, a company registered:
“writing” includes any communications effected by telex, facsimile transmission,
electronic mail or any comparable means.
2.2 Any reference in these Conditions to a statute or a provision of a statute shall be
construed as a reference to that statute or provision as amended, re-enacted or
extended at the relevant time.
2.3 The headings in these Conditions are for convenience only and shall not affect their
interpretation.
3. Basis of Sale and Service
3.1 No variation to these Conditions shall be binding unless agreed in writing between
the authorized representatives of the Buyer and the Seller.
3.2 The Seller’s employees or agents are not authorized to make any representations
concerning the Goods and Services unless confirmed by the Seller in writing. In entering
into the Contract the Buyer acknowledges that it does not rely on, and waives any claim
for breach of, any such representations which are not so confirmed.
3.3 Sales literature, price lists and other documents issued by the Seller in relation to the
Goods and Services are subject to alteration without notice and do not constitute offers
to sell the Goods which are capable of acceptance. An order placed by the Buyer may
not be withdrawn, cancelled or altered prior to acceptance by the Seller and no contract
for the sale of the Goods and Services shall be binding on the Seller unless the Seller
has issued a quotation which is expressed to be an offer to sell the goods and services
or has accepted an order placed by the Buyer by whichever is the earlier of:
3.3.1 the Seller’s written acceptance; or
3.3.2 delivery of the Goods; or
3.3.3 the Seller’s invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales
literature, quotation, price list, acceptance of offer, invoice or other document or
information issued by the Seller shall be subject to correction without any liability on the
part of the Seller.
4. The Goods
4.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller
unless and until confirmed in writing by the Seller’s authorized representative or when a
contract for the supply and purchase of the Goods will be established.
The quantity and description of the Goods shall be as set out in the Particulars.
Orders are accepted by the Seller subject to the availability of the Goods for delivery
4.2 The specification for the Goods shall be those set out in the Seller’s sales
documentation unless varied expressly in the Buyer’s order (if accepted by the Seller).
The Goods will only be supplied in the minimum units (or multiples) stated in the Seller’s
price list or in multiples of the sales outer as specified. Orders received for quantities
other than these will be adjusted accordingly, illustrations, photographs or descriptions
whether in catalogues, brochures, price lists or other documents issued by the Seller are
intended as a guide only and shall not be binding on the Seller.
4.3 The Seller reserves the right to make any changes in the specification of the Goods
which are required to conform with any applicable safety or other statutory or regulatory
requirements or, where the Goods are to be supplied to the Seller’s specification, which
do not materially affect their quality or performance.
4.4 No order which has been accepted by the Seller may be cancelled by the Buyer
except with the agreement in writing of the Seller on the terms that the Buyer shall
indemnify the Seller in full against all loss (including loss of profit), costs (including the
cost of all labour and materials used), damages, charges and expenses incurred by the
Seller as a result of cancellation.
5. The Services
5.1 With effect from the Commencement Date the Seller shall, in consideration of the
Fees being paid in accordance with the Terms of Payment, provide the services
expressly identified in the accepted order or otherwise agreed under this agreement.
5.2 The Seller will use reasonable care and skill to perform the services identified in the
accepted order or otherwise agreed under this agreement.
5.3 The Seller shall use all reasonable endeavours to complete its obligations under the
Schedule, but time will not be of the essence in the performance of these obligations.
6. Price
6.1 The price of the Goods and Services shall be the price listed in accepted order
current at the date of acceptance of the Buyer’s order or such other price as may be
agreed in writing by the Seller and the Buyer in the Particulars of the Contract.
6.2 Where the Seller has quoted a price for the Goods other than in accordance with the
Seller’s published price list the price quoted shall be valid for 7 days only or such lesser
time as the Seller may specify.
6.3 The Seller reserves the right, by giving notice to the Buyer at any time before
delivery, to increase the price of the Goods and Services to reflect any increase in the
cost to the Seller which is due to any factor beyond the control of the Seller, any change
in delivery dates, quantities or specifications for the Goods and services which are
requested by the Buyer, or any delay caused by any instructions of the Buyer or failure
of the Buyer to give the Seller adequate information or instructions. Furthermore, any
changes to packaging affecting the shippable volume/value of goods will be subject to
goods price renegotiation at any given point in time. This calculation is to reflect changes
in boxes, bag count, finger count and any other factorss affecting the density of the
pallet. The calculation should prorate the value change across all boxes shipped under
the new packing requirement.
6.4 Except as otherwise stated under the terms of any accepted order or in any price list
of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller,
all prices are inclusive of the Seller’s charges for packaging and transport as specified in
the accepted order.
6.5 The price is exclusive of any applicable value added tax excise, sales or taxes or
levies of a similar nature which are imposed or charged by any competent fiscal
authority in respect of the Goods and Services, which the Buyer shall be additionally
liable to pay to the Seller.
7. Payment
7.1 Unless otherwise agreed in the Particulars of the contract (in which case the terms of
the Particulars shall by exception prevail over the Conditions), payments required to be
made pursuant to this Agreement by either party shall be made in full within five (5) days
of the date of the relevant invoice, without any set-off, withholding or deduction except
such amount (if any) of tax as that party is required to deduct or withhold by law.
7.2 The time of payment shall be of the essence of these terms and conditions. If the
Buyer fails to make any payment on the due date in respect of the price or any other
sum due under these terms and conditions then the Seller shall, without prejudice to any
right which the Seller may have pursuant to any statutory provision in force from time to
time, have the right to charge the Buyer interest on a daily basis at an annual rate equal
to the aggregate of 12 per cent and the base rate of Barclays Bank PLC from time to
time on any sum due and not paid on the due date. Such interest shall be calculated
cumulatively on a daily basis and shall run from day to day and accrue after as well as
before any judgment.
7.3 All payments shall be made to the Seller as indicated on the form of acceptance or
invoice issued by the Seller. No payment shall be deemed to have been received until
the Seller has received cleared funds.
7.4 Where payment is to be made by means of a letter of credit, the credit shall be
opened in strict conformity with the terms of the contract and by such means that the
Seller shall be able to utilize it from the earliest possible day of the period stipulated for
shipment.
In all cases the validity of letters of credit must exceed by a minimum of 40 calendar
days the ultimate date stipulated for shipment.
7.5 All payments payable to the Seller under this Contract shall become due
immediately on its termination despite any other provision.
8. Delivery and Performance
8.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the place
specified in the accepted order. The Buyer bears all risks of loss of or damage to the
goods from the time they have been delivered.
8.1.1. Where the sale is concluded under Cost, Insurance & Freight terms (CIF –
INCOTERM 2010), the Seller is under obligation:
· to book the shipping space;
· to conclude with due diligence, on the customary terms, a contract for the carriage
of the Goods by a usual route to the port of destination;
· to deal with all matters concerning the shipment.
Should the Seller be unable to secure the necessary freight space for shipment within
the contractual shipping period it is its responsibility to warn the Buyer without undue
delay and it shall be authorized to ship by first available vessel.
The Seller shall pay the costs and freight necessary to bring the fruits to the named port
of destination. Any additional charges due to events occurring after the time of shipment
shall be for buyers’ account.
The Seller bears all risks of loss of or damage to the goods until such time as they have
passed the ship’s rail at the port of shipment.
8.1.2. Where the sale is concluded under Free Carrier terms (FCA – INCOTERM 2010),
the Seller fulfils his obligation to deliver when he has handed over the goods, cleared for
export, into the charge of the carrier named by the Buyer at the named place or point. If
no precise point is indicated by the Buyer, the Seller may choose within the place or
range stipulated where the carrier shall take the goods into his charge.
When the Seller’s assistance is required in making the contract with the carrier, the
Seller acts at the Buyer’s risk and expense and the Buyer shall reimburse the Seller of
any expense incurred to that effect.
The Buyer is under obligation:
· to book the shipping space;
· to conclude with due diligence, on the customary terms, a contract for the carriage
of the Goods by a usual route to the port of destination;
· to deal with all matters concerning the shipment.
The Buyer shall give the seller sufficient notice of the name of the carrier and, where
necessary, specify the mode of transport, as well as the date or period for delivering the
goods to him and, as the case may be, of the point within the place where the goods
should be delivered to the carrier.
Should he fail to give notice as here above mentioned, or should the carrier named by
him fail to take the goods into his charge, the Buyer bears all risks of loss of or damage
to the Goods from the agreed date or the expiry date of any period stipulated for
delivery.
The Buyer pays the costs of pre-shipment inspection except when mandated by the
authorities of the country of exportation.
8.2. The Seller shall provide the following documents free of charge:
· the commercial invoice;
· the packing list
· a complete set of “on board” or “shipped” bills of lading or alternatively a delivery
order issued by the shipping company or its agent together with, if required by the
Buyer, a copy of the bill of lading;
· a certificate of insurance (for CIF sales) together with, if requested by buyers in
good time prior to shipment:
· a certificate of origin (e.g. GSP Certificate);
· a phytosanitary certificate;
The Seller shall also provide any other certificate as may be required for importation into
the country of destination for which they shall be entitled to charge the buyers at cost.
The cost of consular visas, if any, are for Buyers’ account.
8.3. The Buyer shall always accept a bill of lading claused “said to contain …. ” or
“shippers load and count” or other similar disclaimer.
The Buyer shall always accept a bill of lading which stipulates the place of delivery as
“CFS” (container freight station) at, or associated with the port of destination, regardless
of the stipulated port of discharge.
A European bank guarantee shall be accepted for missing documents, provided that the
missing documents are not such as to prevent import of the Goods into the country of
destination.
8.4 The Buyer shall provide at the port of delivery and at its expense adequate and
appropriate equipment and manual labour for loading the Goods.
8.5 If the Buyer fails to take delivery of the Goods or any part of them on the Delivery
Date and/or fails to provide any instructions, documents, licenses, consents or
authorizations required to enable the Goods to be delivered on that date, the Seller shall
be entitled upon given written notice to the Buyer to store or arrange for the storage of
the Goods and then notwithstanding the provision of Condition 10.1 of these Conditions
risk in the Goods shall pass to the Buyer, delivery shall be deemed to have taken place
and the Buyer shall pay to the Seller all costs and expenses including storage and
insurance charges arising from such failure.
8.6 Where an import license or other authorization to import is necessary, the Buyer
undertakes to be responsible for obtaining such license or authorization. The Buyer
further undertake to accept the consequences resulting under the contract from their
inability to obtain the necessary license or authorization and from the revocation or
annulment of such license or authorization granted.
8.7 The Buyer may arrange for on-carriage of the containers to an interior destination
other than the port of destination. In such an event, all additional risks and expenses are
for account of the Buyer.
8.8 Any duties, taxes, dues, imposts, levies, fees, present or future, on the Goods under
contract shall be at the risk and for account of:
1. a) the Seller, if imposed and collected in the country of origin or shipment;
2. b) the Buyer, if imposed and collected in the country of destination or discharge.
9. Non-Delivery of Goods and Services
9.1 The quantity of any consignment of Goods as recorded by the Buyer upon despatch
from the Goods plantation shall be conclusive evidence of the quantity received from the
Buyer on delivery.
9.2 The Seller shall not be liable for any non-delivery of Goods (even if caused by the
Seller’s negligence) unless the Buyer gives written notice to the Seller of the non-
delivery within two (2) days of the date when the Goods would in the ordinary course of
events have been received.
9.3 Any liability of the Seller for non-delivery of the Goods shall be limited to replacing
the goods within a month or issuing a credit note at the pro rata against any invoice
raised for such goods.
10. Risk and Retention of Title
10.1 Risk of damage to or loss of the Goods shall pass to the Buyer at:
10.1.1 in the case of Goods to be delivered at the Seller’s premises, the time when the
Seller notifies the Buyer that the Goods are available for collection;
10.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, the
time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time
when the Seller has tendered delivery of the Goods; or
10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other
provision of these Conditions, legal and beneficial title of the Goods shall not pass to the
Buyer until the Seller has received in cash or cleared funds payment in full of the price of
the Goods and any other goods supplied by the Seller and the Buyer has repaid all
moneys owed to the Seller, regardless of how such indebtedness arose.
10.3 Until payment has been made to the Seller in accordance with these Conditions
and title in the Goods has passed to the Buyer, the Buyer shall be in possession of the
Goods as bailee for the Seller and the Buyer shall store the Goods separately and in an
appropriate environment, shall ensure that they are identifiable as being supplied by the
Seller and shall insure the Goods against all reasonable risks.
10.4 The Buyer shall not be entitled to pledge or in any way charge by way of security
for any indebtedness any of the goods which remain the property of the Seller, but if the
Buyer does so all money owing by the Buyer to the Seller shall (without prejudice to any
other right or remedy of the Seller) forthwith become due and payable.
10.5 The Seller reserves the right to repossess any Goods in which the Seller retains
title without notice. The Buyer irrevocably authorizes the Seller to enter the Buyer’s
premises during normal business hours for the purpose of repossessing the Goods in
which the Seller retains title and inspecting the Goods to ensure compliance with the
storage and identification requirements of sub-clause 10.4.
10.6 The Buyer’s right to possession of the Goods in which the Seller maintains legal
and beneficial title shall terminate if;
10.6.1 The Buyer commits or permits any material breach of his obligations under these
Conditions;
10.6.2 The Buyer is or becomes the subject of a bankruptcy order or takes advantage of
any other statutory provision for the relief of insolvent debtors;
10.6.3 The Buyer convenes any meeting of its creditors, enters into voluntary or
compulsory liquidation, has a receiver, manager, administrator or administrative receiver
appointed in respect of its assets or undertaking or any part thereof, any documents are
filed with the court for the appointment of an administrator in respect of the Buyer, notice
of intention to appoint an administrator is given by the Buyer or any of its directors or by
a qualifying floating charge-holder, a resolution is passed or petition presented to any
court for the winding up of the Buyer or for the granting of an administration order in
respect of the Buyer, or any proceedings are commenced relating to the insolvency or
possible insolvency of the Buyer.
11. Assignment
11.1 The Seller may assign the Contract or any part of it to any person, firm or company.
11.2 The Buyer shall not be entitled to assign the Contract or any part of it without the
prior written consent of the Seller.
12. Defective Goods
12.1 If on delivery any of the Goods are defective in any material respect and either the
Buyer lawfully refuses delivery of the defective Goods or, if they are signed for on
delivery “condition and contents unknown” the Buyer gives written notice of such defect
to the Seller within three business days of such delivery, the Seller shall at its option: -
12.1.1 replace the defective Goods; or
12.1.2 refund to the Buyer the price for the goods which are defective;
but the Seller shall have no further liability to the Buyer in respect thereof and the Buyer
may not reject the Goods if delivery is not refused or notice given by the Buyer as
aforesaid.
12.2 Given their perishable nature, no Goods may be returned to the Seller without the
prior agreement in writing of the Seller. Subject thereto any Goods returned which the
Seller is satisfied were supplied subject to defects of quality or condition which would not
be apparent on inspection shall either be replaced free of charge or, at the Seller’s sole
discretion the Seller shall refund or credit to the Buyer the price of such defective Goods
but the Seller shall have no further liability to the Buyer.
12.3 The Seller shall be under no liability in respect of any defect arising from fair wear
and tear, or any wilful damage, negligence, subjection to normal conditions, failure to
follow the Seller’s instructions (whether oral or in writing), misuse or alteration of the
Goods without the Seller’s approval, or any other act or omission on the part of the
Buyer, its employees or agents or any third party.
12.4 Goods, other than defective Goods returned under Conditions 12.1 or 12.2,
returned by the Buyer and accepted by the Seller may be credited to the Buyer at the
Seller’s sole discretion and without any obligation on the part of the Seller.
12.5 Subject as expressly provided in these Conditions, and except where the Goods
are sold under a consumer sale, all warranties, conditions or other terms implied by
statute or common law are excluded to the fullest extent permitted by law.
12.6 The Buyer shall be responsible to ensure that, except to the extent that instructions
as to the use or sale of the Goods are contained in the packaging or labelling of the
Goods, any use or sale of the Goods by the Buyer is in compliance with all applicable
statutory handling and sale of the Goods by the Buyer is carried out in accordance with
directions given by the Seller or any competent governmental or regulatory authority and
the Buyer will indemnify the Seller against any liability loss or damage which the Seller
might suffer as a result of the Buyer’s failure to comply with this condition.
· Claims
12.7.1.All goods must be inspected by the Buyer immediately on delivery.
12.7.2 Transit claims:
If any Goods are damaged or lost or if there has been short delivery, the Buyer must
endorse the consignment note accordingly and submit a detailed written claim to the
carrier within one day of delivery of the Goods and supply a copy of such claim to the
Seller within two (2) days of delivery of the Goods. The Buyer’s signature on the
consignment note without any such endorsement shall release BANANAS DE MÉXICO
from any liability in respect of damage or loss in transit or short delivery.
12.7.2 Quality claims to the Seller and more generally any claims which are not related
to the transport of the consignment must be clearly formulated in writing.
More specifically, quality claims to the Seller shall always be accompanied by the
Buyer’s survey report at the port of discharge and be immediately followed by a joint
survey with the Seller’s appointed surveyor.
Claims and their supporting evidences shall be received by the Seller within the
following limits, unless otherwise stipulated:
· quality claims: not later than two (2) calendar days from the final date of discharge
at the port of destination
· other claims: not later than ten (10) calendar days from the final date of discharge
at the port of destination or from the last day of the contractual shipping period if the
Goods have not been shipped.
Failing receipt of the claims and survey reports by the Seller within the above mentioned
time period, BANANAS DE MÉXICO will be released on any liability toward the Seller
for the concerned Goods.
13. Buyer’s Default
13.1 If the Buyer fails to make any payment on the due date then, without prejudice to
any other right or remedy available to the Seller, the Seller shall be entitled to:
13.1.1 cancel the order or suspend any further deliveries of Goods and Services to the
Buyer;
13.1.2 appropriate any payment made by the Buyer to such of the Goods and Services
(or the goods supplied under any other contract between the Buyer and the Seller) as
the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
13.2 This condition applies if:-
13.2.1 the Buyer fails to perform or observe any of its obligations hereunder or is
otherwise in breach of the Contract; or
13.2.2 the Buyer becomes subject to an administration order or makes any voluntary
arrangement with its creditors or becomes bankrupt or goes into liquidation; or
13.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the
property or assets of the Buyer; or
13.2.4 the Buyer ceases, or threatens to cease, to carry on business; or
13.2.5 the Seller reasonably apprehends that any of the events mentioned above is
about to occur in relation to the Buyer and notifies the Buyer accordingly.
13.3 If Condition 13.2 applies then, without prejudice to any other right or remedy
available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any
further deliveries under the Contract without any liability to the Buyer, and if the Goods
have been delivered but not paid for the price shall become immediately due and
payable notwithstanding any previous agreement or arrangement to the contrary.
14. Liability
14.1 BANANAS DE MÉXICO will not by reason of any representation, implied warranty,
condition or other term, or any duty at common law or under express terms of this
contract, be liable for any loss of profit or any indirect, special or consequential loss,
damage, costs, expenses or other claims (whether caused by the Company’s servants
or agents or otherwise) which arise out of or in connection with the supply of the Goods
and Services.
14.2 The Buyer shall indemnify the Seller against all damages, costs, claims and
expenses suffered by arising from loss or damage to any equipment (including that of
third parties) caused by the Buyer, or its agent or employees.
14.3 Where the Buyer consists of two or more persons such expression throughout shall
mean and include such two or more persons and each or any of them. All obligations on
the part of such a Buyer shall be joint and several obligations of such persons.
14.4 The Seller shall not be liable to the Buyer or be deemed to be in breach of these
terms and conditions by reason of any delay in performing, or any failure to perform, any
of the Seller’s obligations if the delay or failure was due to any cause beyond the Seller’s
reasonable control.
14.5 Each right or remedy of BANANAS DE MÉXICO under this Agreement is without
prejudice to any other right or remedy of BANANAS DE MÉXICO whether under this
Contract or not.
15. Communications
15.1 All communications between the parties about the Contract shall be in writing and
delivered by hand or sent by pre-paid first class post or sent by fax or sent by electronic
mail:
15.1.1 (in the case of communications to the Seller) to its registered office or such
changed address as shall be notified to the Buyer by the Seller; or
15.1.2 (in the case of the communications to the Buyer) to the registered office of the
addressee (if it is a company) or (in any other case) to any address of the Buyer set out
in any document which forms part of the Contract or such other address as shall be
notified to the Seller by the Buyer.
15.2 Communications shall be deemed to have been received:
15.2.1 if sent by pre-paid first class post, two Business Days after posting (exclusive of
the day of posting); or
15.2.2 if delivered by hand, on the day of delivery; or
15.2.3 if sent by fax or electronic mail on a Business Day prior to 4.00 pm, at the time of
transmission and otherwise on the next Business Day.
16. Force Majeure
16.1 Total or partial non-performance, or delay in performance, of the contract can only
be justified as a result of unforeseeable and insurmountable occurrences, in which case
force majeure must be pleaded at the time the impediment to performance arises by the
party prevented from performing the contract. The other party must be advised without
delay and furnished within a reasonable time with supporting documents, to prove that
the cause of impediment or delay arose after the date of the contract and before the
expiry of the time allowed by the contract.
ln the event of force majeure, the period of performance shall be extended until the
impediment has ended but not beyond 45 calendar days. If performance is still
impossible on expiry of this period, the contract shall be deemed to be discharged
without allowance, unless the parties agree otherwise.
16.2 Sub-clause 16.1 shall not apply with respect to strikes and lockouts where such
action has been induced by the party so incapacitated.
17. Termination
The Seller shall have the right at any time during the term hereof, by giving notice in
writing to the other party to terminate this contract forthwith without judicial action upon
the occurrence of any of the following events:
· Inability or failure of the other party to make payments under this contract and any
inability or prospective failure of the other party to perform its obligations hereunder;
· Any breach of this contract by the other party not cured within 15 days after written
notice.
· Insolvency or bankruptcy of the other party
· The enactment of a law, decree, regulation or governmental unit of a contracting
party that would impair or restrict the right of the terminating party to terminate or elect
not to renew this contract.
Should the Seller have reasonable cause to believe that any of these events is likely to
occur, BANANAS DE MÉXICO may, by notice in writing to the Buyer, without prejudice
to any other rights, forthwith suspend or cancel any uncompleted part of the Contract or
stop any Goods in transit or require payment in advance or satisfactory security for
further deliveries under this Contract.
18. Waiver
No waiver by the Seller of any breach of the Contract by the Buyer shall be considered
as a waiver of any subsequent breach of the same or any other provision.
19. Severance
If any provision of these Conditions is held by any competent authority to be invalid or
unenforceable in whole or in part the validity of the other provisions of these Conditions
and the remainder of the provision in question shall not be affected thereby.
20. Confidentiality
The Buyer undertakes to treat any provision of the Particulars regarding the Price and
the terms of payment as strictly confidential information (“Confidential Information”).
The Buyer agrees that any unauthorised use or disclosure of the Confidential
Information received from the Seller would be seriously harmful to the Seller and/or its
Affiliates.
The Buyer thus agrees that it will maintain strict confidentiality regarding the Confidential
Information and keep any and all Confidential Information secure and prevent access by
any unauthorised third Parties without the prior express written consent of the Seller,
and more generally treat Confidential Information with at least as much care as it would
apply to the preservation of the secret of its own information. The Buyer may provide for
the Confidential Information only to its directors, officers and employees who are
informed of the confidential nature of Confidential Information and who are bound by
obligations of confidentiality and non-use no less restrictive than those contained herein.
The Buyer shall be responsible for any breach of this confidentiality clause by its
directors, officers and employees, which shall be considered a breach by the Buyer.
21. Governing Law and Jurisdiction
These terms and conditions and more generally any request for quotations made to
BANANAS DE MÉXICO as well as all agreements and acts, whether of a preparatory or
executional nature, which are related thereto, such as quotations, order confirmations,
purchasing orders, orders and delivery dates shall be governed by the laws of Monaco
and the parties agree to submit to the exclusive jurisdiction of the “Tribunal de Première
Instance de Monaco”.
The following shall not apply to this contract :
(i) the Uniform Law on Sales and the Uniform Law on Formation to which effect is given
by the Uniform Laws on International Sales Act 1967;
(ii) the United Nations Convention on Contracts for the International Sale of Goods of
1980;
(iii) the United Nations Convention on Prescription (Limitation) in the International Sale
of Goods Act 1974 and the amending protocol of 1980.