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SECTION I – PURPOSE
Clause 1 – Object of the Contract
FRUTANA® 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 FRUTANA®’s export program.
Each shipment will be defined in the weekly Proforma Invoice, which forms an integral part of this Agreement.
Clause 2 – Contract Duration
This Agreement remains valid for 52 weeks, renewable through written confirmation by both parties.
Clause 3 – Proforma & Contract Price
Each shipment is governed by a Proforma Invoice specifying:
• Quantity
• Number of containers
• Brand
• Box type (22XU or 208)
• Port of loading / port of discharge
• Shipping line
• Incoterm (FOB or CIF)
• Price
The Proforma becomes legally binding once confirmed by THE CLIENT.
SECTION II – PAYMENT TERMS
Clause 4 – LC Payment Option
Payment may be executed through an Irrevocable & Confirmed Letter of Credit (LC) issued by a top-tier bank. FRUTANA® reserves the right to withdraw up to 30% of the LC value in advance to finance the operational cycle, including procurement, packing, and logistics.
Clause 5 – Annual Contract Payment Scheme (80/20)
For annual agreements:
• 80% advance payment, before shipment.
• 20% upon cargo arrival at destination and before pickup.
No cargo will be released until full payment is completed.
Clause 6 – No Deductions / No Withholding
THE CLIENT is strictly prohibited from:
• Applying deductions
• Delaying payments
• Withholding balances
• Imposing penalties or commercial pressure
• Making unilateral compensations
Any unauthorized deduction automatically voids the claim and authorizes FRUTANA® to start legal and financial recovery procedures.
SECTION III – SHIPPING & LOGISTICS
Clause 7 – Shipping Terms (Incoterms)
Shipments may be carried under FOB or CIF terms. Any change of port, destination, or shipping line after confirmation must be paid by THE CLIENT.
Clause 8 – Authorized Shipping Lines
FRUTANA® works exclusively with certified and internationally recognized shipping lines, such as: Maersk, MSC, CMA CGM, Hapag-Lloyd, ONE, Evergreen, Cosco, Wan Hai.
Clause 9 – Cargo Pickup
THE CLIENT must pick up the cargo within official free-time.
Delays caused by THE CLIENT automatically cancel any eligibility for claims or compensation.
Clause 10 – Container Opening Rules
Containers must be opened exclusively in an authorized bonded warehouse. Opening the container in any unauthorized location automatically invalidates any claim.
SECTION IV – QUALITY, CLAIMS & REPLACEMENT
Clause 11 – Maximum Reporting Period
THE CLIENT has a maximum of three (3) calendar days from the moment they pick up the cargo to submit any claim. Claims submitted after this period are automatically rejected.
Clause 12 – Accepted Claim Categories
Only two types of claims are accepted:
A) Box Failure (Cardboard)
Humidity, collapse, adhesive failure, printing defects, structural damage, crushing.
B) Banana Damage
Incorrect temperatures, severe bruising, abnormal rot, oxidized crown inconsistent with normal transit, or waste exceeding the industry tolerance of 3%–5%.
Clause 13 – Mandatory Evidence (Required)
To activate a claim, THE CLIENT must provide:
• Photos of the container upon opening
• Photos & videos of affected pallets
• Detailed photos of fruit or box damage
• Full video walkthrough of the container
• Photos of the seal and container number
• Copy of the Bill of Lading
• Copy of destination pickup documents
Incomplete, manipulated, blurry, or inconsistent evidence results in automatic rejection.
Clause 14 – Technical Review
FRUTANA® will perform a full technical evaluation, including:
• Reefer Data Log
• Temperature records from the shipping line
• Sensors & alarm records
• Stowage and pre-cooling verification
• Farm, harvest, and packing date verification
• Destination handling analysis
• Comparison with 3–5% waste tolerance
Replacement will only proceed if FRUTANA® is confirmed responsible.
Clause 15 – Customer Recovery Options
If the claim is approved:
1. Replacement in a future shipment (same brand, same box type), or
2. Credit note for future purchases.
Cash refunds are not provided under any circumstances.
Replacement does not include:
* Freight cost
* Port charges
* Customs fees
* Destination logistics
Clause 16 – Non-Eligible Claims
Claims are not accepted when:
• Submitted after 3 days
• Damage caused by mishandling
• Delayed pickup
• The container was opened outside an authorized warehouse
• Customs or authority intervention occurred
• Temperature logs are normal
• Waste is within 3–5%
• Evidence is incomplete or altered
SECTION V – LEGAL CLAUSES
Clause 17 – Confidentiality
All commercial terms, prices, and documents related to this contract are confidential.
Unauthorized disclosure automatically voids the agreement.
Clause 18 – Force Majeure
FRUTANA® is not liable for delays or failure caused by: strikes, war, natural disasters, port closures, political instability, or government intervention.
Clause 19 – Governing Law & Jurisdiction
This Agreement is governed by the laws of the Republic of Ecuador. Any dispute shall be resolved exclusively by the courts of Guayaquil, Ecuador.
Clause 20 – Full Agreement
This Agreement, together with all Proforma Invoices and annexes, constitutes the full binding contract between the parties.