Information

GENERAL SALES CONDITIONS – FRESH TROPICAL FRUITS S.R.L.

Version: 2025

Of the private company with limited liability Fresh Tropical Fruits S.R.L., established in Santiago de los Caballeros, Dominican Republic, registered in the Mercantile Registry under file number 131868673, hereinafter referred to as “Fresh Tropical Fruits”.

 

 

ARTICLE 1  APPLICABILITY

  1. These General Sales Conditions (the “Conditions”) apply to every agreement that Fresh Tropical Fruits enters into for the sale and delivery of fruits, vegetables, and any related services (each an “Agreement”).

  2. “Buyer” means every natural or legal person with whom Fresh Tropical Fruits concludes an Agreement for the supply of goods or services.

  3. These Conditions also govern all subsequent Agreements with the same Buyer, even if they are not explicitly referenced.

  4. Deviations or additions are binding on Fresh Tropical Fruits only if expressly confirmed in writing. Any deviation will apply solely to the specific Agreement concerned.

  5. If any provision of these Conditions is declared null or unenforceable, the remaining provisions will remain in full force. The parties shall consult to replace the invalid clause with a valid clause that reflects its original intent as closely as possible.

  6. These Conditions also apply to all employees and third parties engaged by Fresh Tropical Fruits in the performance of an Agreement.

 

 

ARTICLE 2  OFFERS & ORDERS

  1. All offers, quotations, and price lists issued by Fresh Tropical Fruits are non‑binding, unless expressly stated otherwise.

  2. Orders and amendments may be placed verbally or in writing. Written orders must clearly describe the goods and quantities required.

  3. Orders are considered accepted only when Fresh Tropical Fruits confirms them in writing within two (2) business days or commences execution.

  4. Verbal commitments made by employees or agents of Fresh Tropical Fruits are binding only if confirmed in writing by Fresh Tropical Fruits.

 

 

ARTICLE 3  PRICES

  1. Prices are quoted in U.S. dollars (USD) or Dominican pesos (DOP) as indicated and are based on a single delivery in Santiago de los Caballeros), unless stated otherwise.

  2. Unless expressly included, prices exclude VAT, import/export duties, packaging, and transport costs, which are for the Buyer’s account.

  3. Fresh Tropical Fruits is not bound to fulfill an Agreement at a price that is clearly the result of a typographical or computational error.

 

 

ARTICLE 4  DELIVERY & LEAD TIMES

  1. Delivery occurs  Fresh Tropical Fruits’ warehouse or at another agreed loading point immediately prior to loading onto transport arranged by or on behalf of the Buyer. If Fresh Tropical Fruits arranges transport, delivery occurs upon unloading at the agreed destination.

  2. Fresh Tropical Fruits may deliver in partial shipments; each partial delivery constitutes a separate Agreement and may be invoiced separately.

  3. Delivery times are indicative. Exceeding a stated delivery time does not entitle the Buyer to cancel the Agreement or claim damages.

  4. Fresh Tropical Fruits is in default only after receiving a written notice of default granting a reasonable grace period to perform and failing to do so.

  5. If the Buyer fails to accept delivery on the agreed date or place, Fresh Tropical Fruits may store the goods at the Buyer’s risk and expense and charge a minimum of 10 % of the net invoice value for resulting costs, without prejudice to its right to seek additional damages.

  6. If the Buyer has not taken delivery within 24 hours after goods are made available, Fresh Tropical Fruits may terminate the Agreement and resell the goods. The Buyer will owe Fresh Tropical Fruits at least 10 % of the net invoice value, plus any further damages incurred.

 

 

ARTICLE 5  TRANSFER OF RISK

Risk of loss, damage, or destruction passes to the Buyer at the moment of delivery as defined in Article 4.

 

 

ARTICLE 6  QUANTITY & QUALITY

  1. Delivered quantities are deemed to meet the Agreement’s specifications in number, weight, and quality unless the Buyer proves otherwise.

  2. If no specific quality grades were agreed, goods will be supplied in accordance with standards customary for such produce in the Dominican Republic and international trade.

 

 

ARTICLE 7  FORCE MAJEURE

  1. In the event of force majeure—meaning circumstances beyond Fresh Tropical Fruits’ reasonable control that prevent fulfilment—Fresh Tropical Fruits’ obligations are suspended for the duration of the force‑majeure event.

  2. Force majeure includes, but is not limited to: extreme weather, natural disasters, strikes, governmental measures, export bans, pandemics, shortages of labor, energy or materials, transport disruptions, or failure of suppliers.

  3. If Fresh Tropical Fruits has partially performed before the force‑majeure event, it may invoice the performed portion as if it were a separate Agreement.

 

 

ARTICLE 8  BUYER’S OBLIGATIONS & COMPLAINTS

  1. Upon delivery, the Buyer must inspect the goods for (a) correct items, (b) agreed quality, and (c) correct quantity.

  2. If goods are delivered to a third party holding them for the Buyer, the Buyer must arrange inspection the same day.

  3. Complaints must be reported to Fresh Tropical Fruits within 24 hours of discovery (or when discovery should reasonably have occurred) and confirmed in writing.

  4. Goods must remain available for Fresh Tropical Fruits to inspect. Buyer must preserve goods properly.

  5. If a complaint is justified, Fresh Tropical Fruits may, at its discretion, replace the goods or credit (part of) the invoice.

  6. Complaints do not suspend the Buyer’s payment obligations. The Buyer is not entitled to set‑off or withhold payment.

 

 

ARTICLE 9  LIABILITY

  1. Fresh Tropical Fruits’ liability is limited as set out below.

  2. Fresh Tropical Fruits is not liable for damage caused by inaccurate or incomplete information provided by the Buyer.

  3. Fresh Tropical Fruits is liable only for direct damages, limited to:
    a. reasonable costs to establish cause and scope of damage;
    b. reasonable costs to remedy defects attributable to Fresh Tropical Fruits;
    c. reasonable costs to prevent or mitigate direct damage.

  4. Fresh Tropical Fruits is never liable for indirect damages (including loss of profits, consequential loss, or business interruption).

  5. Liability is capped at the invoice value of the delivery in question, or, if lower, the amount paid out under Fresh Tropical Fruits’ liability insurance.

  6. These limitations do not apply in cases of intent or gross negligence by Fresh Tropical Fruits or its executive management.

 

 

ARTICLE 10  PACKAGING

  1. Returnable packaging (crates, pallets, etc.) is charged at current rates.

  2. If Fresh Tropical Fruits collects returnable packaging, it must be ready and complete at the agreed time and location.

 

 

ARTICLE 11  PAYMENT

  1. Payment is due 50% to make an order, the other 50% within 14 days of the invoice date, unless otherwise agreed in writing.

  2. Payments must be made without deduction, discount, or set‑off, by bank transfer to Fresh Tropical Fruits’ designated account.

  3. Payments are first applied to the oldest outstanding invoices.

  4. Any invoice dispute must be notified in writing within five (5) business days of receipt.

  5. If deliveries are made in installments, Fresh Tropical Fruits may invoice each installment separately.

  6. If payment is late, Buyer owes statutory commercial interest from the due date plus all judicial and extrajudicial collection costs (minimum 15 % of the principal with a minimum of USD 500).

  7. In case of Buyer’s default, bankruptcy, insolvency, or liquidation, all amounts owed to Fresh Tropical Fruits become immediately due.

  8. Fresh Tropical Fruits may require full or partial pre‑payment or other security at any time.

  9. Fresh Tropical Fruits may offset any amounts it owes the Buyer against amounts the Buyer owes Fresh Tropical Fruits.

 

 

ARTICLE 12  GOVERNING LAW

All Agreements and these Conditions are governed exclusively by the laws of the Dominican Republic. The United Nations Convention on Contracts for the International Sale of Goods (CISG, 1980) is expressly excluded.

 

 

ARTICLE 13  DISPUTES

All disputes arising from or relating to Agreements with Fresh Tropical Fruits shall be submitted to the competent court in Santiago de los Caballeros, Dominican Republic, unless the parties agree in writing to an alternative dispute‑resolution body.

 

 

Prepared in Santiago de los Caballeros, 2025.