Purpose Contract

Last Updated: 10 December 2023

Clause 1 – Commercial Terms, Pricing & Payment

Scope of Supply

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.

Proforma Invoice and Specifications

Each shipment shall be defined in the corresponding Proforma Invoice, which forms an integral and binding part of this Agreement. The Proforma Invoice shall specify quantity, number of containers, brand, box type, ports, shipping line, Incoterm, and price.

Pricing and Market Volatility

Prices are valid for a limited period as specified. FRUTANA®️ reserves the right to adjust prices at the time of loading due to fresh produce market nature. Any increase in market price shall be borne by THE CLIENT.

Payment Compliance

No production, booking, shipment, or allocation shall be executed without full compliance with the agreed payment terms. Proof of payment (SWIFT/confirmation) is only valid once funds are credited to FRUTANA®️’s bank account.

Ownership and Rights

Ownership remains with FRUTANA®️ until full payment is received. FRUTANA®️ reserves the right to withhold documents, redirect cargo, or resell goods in case of payment failure or delay.

Additional Costs and Penalties

All costs resulting from THE CLIENT’s actions or delays shall be borne by THE CLIENT, including but not limited to:

Demurrage and Storage
Detention and Booking cancellation
Operational and logistics costs

Clause 2 – Shipment, Liability & Legal Framework

Agreement Validity

This Agreement shall remain valid for 52 weeks and may be renewed upon written confirmation by both parties.

Logistical Liability

FRUTANA®️ shall not be responsible for delays caused by shipping lines, port operations, banking systems, or external logistical factors beyond its control.

Resale and Abandonment

If THE CLIENT fails to receive or pay for cargo, FRUTANA®️ reserves the right to resell without notice. All losses and costs shall be charged to THE CLIENT. FRUTANA®️ is not responsible for cargo abandoned at destination.

Destination Changes

Any request to change destination after shipment shall result in all related costs being fully charged to THE CLIENT. These payments are considered non-refundable.

Governing Law

This Agreement shall be governed by the laws of Ecuador, and any disputes shall be resolved under the jurisdiction of the competent courts of Ecuador.