8.1 Unless set forth otherwise in these GTC, Product shall
comply with the specification (e.g. brix, ratio and/or
vitamin C) agreed by the Parties in the Agreement.
8.2 In the event of “Slight Variations”, i.e. conditions (e.g.
excessive rains, drought, flood, environmental
conditions, vagaries of nature, or harvest-related
deviations) affecting Product´s specification (e.g. brix,
ratio and/or vitamin C), without affecting Product´s
quality and without affecting the delivery of the agreed
volumes, Seller shall inform Buyer about this occurrence,
and Buyer shall have the right to: (i) accept the Product
as compliant, constituting a waiver to any complaint or
claim in this regard, including any claim that the Product
is not compliant; or (ii) refuse acceptance, in which case
Parties shall use their best reasonable commercial efforts
to agree on a suitable solution that is acceptable to both
Parties. Further claims of Buyer in connection with Slight
Variations are excluded; Products impacted by Slight
Variations shall not be considered as defective.
8.3 In any event, Seller´s obligation shall be limited to
deliver its own produced Product, and Seller shall not be
obliged to source the Product elsewhere.
8.4 Buyer shall inspect the Products promptly upon receipt
for non-conformity (including but not limited to nonconformity for quantity, quality, and/or other defects)
and shall notify (alleged) defects to Seller, in written or
via e-mail or any other electronic means. Obvious defects
shall be notified to Seller without undue delay after the
inspection; hidden defects shall be notified without
undue delay after being discovered. Buyer shall
specifically describe the (alleged) defect in the
notification.
8.5 Buyer´s failure to provide Seller with notice as provided
in the previous clause, shall constitute a waiver by Buyer
of all claims for defects and all other claims of Buyer with
respect to such Products.
8.6 If Buyer claims that a Product is defective, Buyer shall
provide proof of the alleged defect and Seller shall be
entitled to verify the existence and extent of any such
alleged defect in the Product. Buyer must store the
Product properly until Seller has had the opportunity to
verify the existence of any alleged defect.
8.7 If the Product delivered pursuant to the Agreement is
confirmed as defective, Seller may replace the defective
Product (“Subsequent Performance”) within reasonable
3
GENERAL TERMS AND CONDITIONS FOR THE SUPPLY OF PRODUCTS.
This document is the property of Citrosuco and shall not be distributed (in its original or in a modified
version) to third parties without the prior written consent of Citrosuco.
time. If Seller´s Subsequent Performance is not
performed within a reasonable grace period set by Buyer,
Buyer may cancel the respective contract, and Seller
shall refund any advanced payment made for the
defective Product, if any. In any case, however, Buyer
shall not be entitled to reduce the price.
8.8 Seller shall not be liable for, and shall have no obligation
for remedy in the case of any defects caused by Buyer,
its affiliates or any third party not acting on behalf of
Seller, due to (i) unsuitable or improper use of the
Products, particularly in the event of a violation of
applicable statutory provisions, standards of professional
or industrial associations, safety standards or recognized
rules of technology; (ii) co-mingling or co-manufacturing
of the Product with any other product not supplied by
Seller; (iii) improper storage, cooling/refrigeration,
custody, use and/or transport of the Product or any other
faulty handling of the Products; or (iv) breach of
applicable laws or food safety regulations.
8.9 Seller makes no other warranties or representations to
Buyer or any other person of any kind, whether express
or implied, with respect to Product´s quality, condition,
fitness for purpose or description, other than those
expressly set out in these GTC or in the Agreement.
Buyer´s further claims for defects of any kind are
excluded, without prejudice to any claims for damages,
which shall be subject to the provisions of clauses 9 and
14.
8.10 If Buyer wrongly asserts claims for defects (e.g. if the
Products are actually not defective), Seller may charge
Buyer the reasonable costs incurred by Seller in this
connection. The same shall apply if Seller wrongly grants
claims for defects without being obliged to do so.
8.11 The limitation period for claims for defects shall be one
(1) year commencing upon delivery of the Products to
Buyer. This does not apply in the cases of clause 14.1.
9.1 Parties shall not be liable for any damages, and shall
have no obligation to perform, in case of an event of
Force Majeure (“Force Majeure”). “Force Majeure”
means: (a) acts of god, flood, drought, earthquake or
other natural disaster; (b) epidemic or pandemic; (c)
terrorist attack, civil war, hostilities, invasion, civil
commotion or riots, war, threat of or preparation for war,
armed conflict, imposition of sanctions, embargo, or
breaking off of diplomatic relations; (d) nuclear, chemical
or biological contamination or sonic boom; (e) any law or
any action taken by a government or public authority,
including without limitation imposing an export
restriction, quota or prohibition; (f) any general labor or
trade disputes, strikes, industrial action or lockouts; (g)
destruction of Seller’s fruit production groves by any
disease; (h) adverse weather (including but not limited
to drought, rainfall surplus or ice), environmental
conditions, vagaries of nature, harvest-related deviations
affecting the quality, the production and/or delivery of
the agreed volumes; or (j) any other similar event
beyond the reasonable control of the Party so affected.
For the avoidance of doubt, Slight Variations do not
constitute Force Majeure.
9.2 Should a Party’s performance of its obligations under the
Agreement be prevented, whether partially or totally, by
Force Majeure, the affected provisions of the Agreement
shall be suspended until Force Majeure ceases. This shall
also apply if the Force Majeure arises at a point in time
at which the Party affected by Force Majeure is in default.
That Party will serve a notice to the other Party without
undue delay informing the other Party about the
commencement and the anticipated end (if possible) of
any such event of Force Majeure.
9.3 If the Force Majeure continues for 90 (ninety)
consecutive days, then each Party shall have the right to
terminate the Agreement, as set out in clause 15.3.
9.4 In case Force Majeure affects Seller´s supply stock,
Seller may allocate its available volume of Products
among its purchasers and/or among its own
departments, divisions and affiliates, in such manner
that, in Seller’s equitable discretion, is proper and fair. In
such case, Seller shall not incur in any liability on account
of the method of allocation determined, its
implementation or for failure to perform the Agreement.
9.5 Force Majeure applies accordingly, if an event existed
before the conclusion of the Agreement and expanded
after the conclusion of the Agreement, regardless of
whether the causes and (potential) effects of such
reoccurring Force Majeure were known at the time of
conclusion of the Agreement.
9.6 Buyer´s performance of payment obligations hereunder
shall not, to any extent, be excused due to the
occurrence of a difficulty that is occasioned only by
financial difficulty or economic hardship, even to the
extent said difficulty results in Buyer's insolvency or
bankruptcy. Clause 15 shall remain unaffected.
9.7 Clause 6 shall remain unaffected.
