1. Commercial nature and contractual acceptance
Any quotation, proforma invoice, purchase order, written confirmation, commercial message, e-mail, WhatsApp communication, partial acceptance, shipping instruction, product-reservation request or partial or total payment made by the client constitutes express, irrevocable and binding acceptance of these special terms. The client acknowledges that a proforma issued by Royal Spices Guatemala, S.A. is not a mere commercial information sheet but a contractual base conditional upon the client's acceptance, product availability, payment, documentation, legal compliance, logistics and internal validation by Royal Spices Guatemala, S.A. By making any payment, partial or total, the client declares having read, understood and accepted these terms, even if no separate contract has been physically signed.
2. Prevalence of these terms
These terms prevail over any purchase order, message, instruction, commercial condition, bank format, client expectation or third-party general condition, unless there is a written contract signed and sealed by an authorised legal representative of Royal Spices Guatemala, S.A. expressly stating otherwise. No salesperson, agent, intermediary, collaborator, broker, external buyer, logistics adviser or third party is authorised to modify, waive, suspend or alter these terms without written authorisation from the Management of Royal Spices Guatemala, S.A.
3. Partial payments, advances and no obligation to dispatch
Royal Spices Guatemala, S.A. shall not be obliged to produce, reserve, pack, release, deliver, ship, document or dispatch any product while the client has not paid the full amount required under the applicable proforma, contract, invoice, bank condition or commercial instruction. Partial payment does not give the client any automatic right to receive product, documents, additional samples, definitive inventory reservation, price-lock, logistics priority or shipment. Royal Spices Guatemala, S.A. may withhold the merchandise, suspend the shipment, hold the documentation, cancel the reservation or modify the delivery schedule when the client has not completed full payment, has not cleared KYC, has not delivered correct banking/documentary data, has not sent complete shipping instructions, or where any commercial, legal, logistical, reputational, banking or compliance risk exists.
4. Non-refundable payments
Every payment made to Royal Spices Guatemala, S.A. — including advances, deposits, reservations, partial payments, sample payments, logistics payments, documentation payments, administrative payments, commercial-handling payments, inventory-reservation payments or payments under proforma — is non-refundable, save with the express, written and voluntary acceptance of Royal Spices Guatemala, S.A. The client acknowledges that, from the moment of payment, Royal Spices Guatemala, S.A. may incur administrative, financial, banking, logistical, purchasing, reservation, handling, documentation, packing, storage, opportunity-cost, inspection, internal-transport, operational-coordination and inventory-blocking costs. Amounts paid are therefore not free deposits but payments applied to a commercial operation already in motion. In the event of breach, delay, withdrawal, silence, lack of cooperation, non-payment of the balance, impossibility attributable to the client, banking block, documentary rejection, lack of instructions, lack of import permits, importer's error, lack of response or abandonment of the operation by the client, Royal Spices Guatemala, S.A. may retain the amounts received in full or in part as minimum compensation for costs, damages, expenses, commercial reservation, loss of opportunity and administration of the operation.
5. Outstanding balance and suspensive condition
Where an operation requires an outstanding balance, dispatch, documentary release, physical delivery, logistical release or shipment shall be subject to a suspensive condition: full, effective, irrevocable payment of the corresponding balance, free of deductions. No amount shall be deemed paid until funds are effectively credited, available, free of reversal, free of banking dispute and confirmed by the bank account of Royal Spices Guatemala, S.A. Receipts, screenshots, promises of payment, transfers in progress, SWIFTs without credit, banking instructions, uncleared cheques or verbal confirmations do not constitute effective payment.
6. Right of suspension, cancellation and set-off
Royal Spices Guatemala, S.A. may suspend or cancel any operation, without liability to the client, when any of the following occurs: (a) the client fails to pay the balance within the indicated term; (b) the client pays partially and does not complete the operation; (c) the client fails to provide import documentation, tax, banking or KYC data, permits or correct instructions; (d) the client requests changes not accepted by Royal Spices Guatemala, S.A.; (e) there are risks of fraud, money laundering, sanctions, irregular triangulation, customs non-compliance or documentary suspicion; (f) there is logistical, banking, port, customs, agricultural, climatic, sanitary or commercial impossibility; (g) the client involves unauthorised third parties or attempts to modify the original contractual structure; (h) the client makes threats, undue pressure, defamation, abusive claims or communicates outside the established channels; (i) the client abandons the operation, stops responding or unreasonably delays execution. In any of these cases, Royal Spices Guatemala, S.A. may apply the amounts received against expenses, penalties, damages, costs, storage, price differential, loss of opportunity, banking, legal and administrative costs and any other commercial loss suffered.
7. Prices, availability and reservations
Prices issued by Royal Spices Guatemala, S.A. are valid only for the period expressly indicated in the proforma. If the proforma does not state a term, the price is indicative and subject to final confirmation. Agricultural products, spices and coffee are subject to availability, harvest, quality, moisture, size, grading, market, logistics, inspection, storage, export, exchange rate, port costs, shipping costs and supplier conditions. No price is locked until Royal Spices Guatemala, S.A. has confirmed the acceptance of the operation in writing and the client has met the required payment.
8. Proformas and commercial contracts
The issuance of a proforma does not oblige Royal Spices Guatemala, S.A. to sell, ship or deliver product if the client does not fully meet the commercial conditions. Once the client pays totally or partially against a proforma, a commercial contractual relationship under these terms is deemed to exist. The client may not invoke ignorance, error, lack of physical signature, lack of separate contract or lack of reading of these terms as an excuse for breach.
9. Commercial documents, CAD, DP and export documents
In international operations, Royal Spices Guatemala, S.A. may withhold commercial invoices, packing lists, certificates, original documents, B/L, AWB, CAD documents, DP documents, certificates of origin, phytosanitary certificates, quality documents or any other commercial document until the client has paid the totality of the required amounts. The client acknowledges that the delivery of digital copies, drafts, previews, preliminary documents or documentary information does not constitute release of merchandise or transfer of rights over the cargo. Royal Spices Guatemala, S.A. shall not be obliged to send original documents to the bank, client, agent, carrier, consignee, notify party or any third party if payments are pending, disputes exist, contradictory instructions have been received or commercial risk is present.
10. Incoterms, risk and additional costs
Where an operation is agreed under Incoterms, these shall govern the distribution of costs and risks according to the agreed version. However, no Incoterm condition obliges Royal Spices Guatemala, S.A. to release merchandise or documents without full payment. Costs for demurrage, detention, storage, inspections, repacking, fines, abandonment, returns, destruction, customs holds, document corrections, consignee changes, port blocks or importer errors shall be the exclusive responsibility of the client when caused directly or indirectly by its lack of payment, lack of documentation, lack of instructions, delay, error or breach.
11. Commercial samples
Samples are delivered exclusively for commercial evaluation and do not constitute a guarantee of future sale, inventory reservation, supply obligation or definitive price confirmation. Payments for samples, courier, DHL, FedEx, documents, packing or sample logistics are non-refundable. If a sample is withheld, delayed, rejected or abandoned at the destination customs for reasons outside the control of Royal Spices Guatemala, S.A., the client shall bear all costs, risks, formalities and consequences.
12. Quality, inspection and claims
The client shall inspect the merchandise immediately upon receipt. Any claim must be submitted in writing, with photographs, videos, receipt documents, technical report and verifiable evidence, within a maximum period of forty-eight (48) hours from physical receipt of the merchandise. Failure to claim within that period shall be deemed full, definitive and irrevocable acceptance of the product. No claim shall be accepted for damage caused by incorrect storage, humidity, handling, opening of bags, local transport by the client, mixing with other products, sun exposure, cross-contamination, delay in port pickup, lack of fumigation, poor ventilation, climatic change, customs or third parties.
13. KYC, compliance and right of refusal
Royal Spices Guatemala, S.A. may require KYC information, corporate documents, tax registries, import licences, ultimate beneficial-owner identification, banking information, commercial references, sanitary permits, certificates and any other documentation it deems necessary. Royal Spices Guatemala, S.A. may reject, suspend or cancel an operation if the client fails internal compliance, reputation, commercial-risk, banking-risk, sanctions, anti-money-laundering, source-of-funds or documentation controls.
14. Official communications
Valid communications shall only be those sent through channels recognised by Royal Spices Guatemala, S.A., including corporate e-mail addresses, authorised business WhatsApp or official documents issued by authorised representatives. Messages sent to non-responsible employees, intermediaries, personal channels, third parties, unauthorised numbers or persons unrelated to the operation do not bind Royal Spices Guatemala, S.A.
15. Prohibition of chargebacks, reversals and unilateral set-offs
The client undertakes not to initiate chargebacks, banking reversals, card disputes, transfer cancellations, unilateral withholdings, unauthorised deductions, forced set-offs or abusive banking claims after having accepted a proforma, order or contract. Any reversal, block or banking dispute initiated by the client shall be considered serious breach and entitles Royal Spices Guatemala, S.A. to suspend the operation, withhold product, withhold documents and claim damages, legal costs, banking expenses, penalties and loss of opportunity.
16. Penalty for client's breach
In the event of client breach, Royal Spices Guatemala, S.A. may apply a minimum commercial penalty equivalent to the amount paid by the client to date, without prejudice to the right to claim additional damages, legal costs, administrative expenses, storage, price differential, logistical costs, interest, banking penalties and any other direct or indirect loss.
17. Limitation of liability
Royal Spices Guatemala, S.A. shall not be liable for indirect losses, lost profit, loss of market, loss of clients, loss of contracts, importing-country sanctions, customs delays, importer errors, banking errors of third parties, shipping-line decisions, port conflicts, wars, blockades, strikes, regulatory changes, courier delays, acts of authority, weather, harvest, force majeure or fortuitous events. The maximum liability of Royal Spices Guatemala, S.A., if any were legally due, shall in no case exceed the amount effectively received by Royal Spices Guatemala, S.A. in the specific operation subject to the claim, excluding expenses already incurred, logistical costs, banking costs, administrative costs and services already rendered.
18. Force majeure and extraordinary circumstances
Causes of force majeure or extraordinary circumstances shall include, without limitation: climatic phenomena, harvest failures, crop diseases, export restrictions, blockades, strikes, armed conflict, civil unrest, governmental decisions, customs holds, shipping crises, container shortages, banking failures, sanctions, pandemics, port closures, official inspections, supplier failures, fires, theft, accidents, third-party errors, documentary impossibility or any event beyond the reasonable control of Royal Spices Guatemala, S.A. In such cases, Royal Spices Guatemala, S.A. may suspend, modify, reschedule, substitute, cancel or renegotiate the operation without liability for damages, penalties or compensation toward the client.
19. Intellectual property, brand and commercial use
The trademarks, trade names, logos, designs, photographs, technical sheets, catalogues, packaging, texts, documents, images, offers, commercial structures, the names "Royal Spices", "Royal Spices Guatemala", "Sons of Vulkan Café", "Vulkan Café" and any related distinctive sign are the property or protected commercial assets of their respective owners. It is forbidden to use, copy, modify, register, reproduce, publish, resell, translate, exploit, promote or present as its own any trademark, image, document, catalogue, technical sheet, photograph, design, packaging, price, logo or commercial content of Royal Spices Guatemala, S.A. without prior written authorisation. The client acquires no trademark right, exclusive distribution, representation, agency, licence, concession, franchise or commercial use by the mere fact of receiving a proforma, sample, catalogue, price, contract or product.
20. Commercial confidentiality
Prices, proformas, contracts, technical sheets, payment conditions, supplier data, logistical documents, export documents, banking information, commercial strategies, samples, photographs, videos, stock information and commercial communications are confidential. The client shall not disclose, forward, publish, use against Royal Spices Guatemala, S.A., share with competitors or use for parallel negotiation any information received without written authorisation.
21. Non-exclusivity
No operation, payment, sample, conversation, proforma or contract grants territorial exclusivity, product exclusivity, commercial representation, agency, preferential right, market block or distribution right, save under a specific written contract signed by an authorised legal representative of Royal Spices Guatemala, S.A.
22. Jurisdiction, governing law and dispute resolution
Every commercial relationship with Royal Spices Guatemala, S.A. shall be governed by the laws of the Republic of Guatemala, especially those applicable in civil, commercial, industrial-property, arbitration, international-trade and contractual-obligation matters. Any dispute shall be submitted, at the option of Royal Spices Guatemala, S.A., to the competent courts of Guatemala City or to arbitration in Guatemala, in accordance with applicable legislation. The Guatemalan Arbitration Law, Decree 67-95, provides for domestic and international arbitration where the seat is in Guatemala. Royal Spices Guatemala, S.A. may also claim in the client's jurisdiction when necessary for collection, enforcement, debt recovery, interim measures, brand protection, documentary protection or defence of its rights.
23. Prevailing language
The Spanish version of these terms shall prevail over any translation into English, German, Arabic, French or any other language. Any translation is for information only, save under express written acceptance by Royal Spices Guatemala, S.A.
24. Severability
If any clause is deemed invalid, unenforceable or limited by a competent authority, the remaining clauses shall remain fully valid. The affected clause shall be interpreted in the manner closest to the original intent of protecting the commercial, economic, documentary, brand and contractual rights of Royal Spices Guatemala, S.A.
25. Modification of terms
Royal Spices Guatemala, S.A. may update, modify or replace these terms at any time. For ongoing operations, the version in force at the time of the proforma, payment, acceptance, order or commercial execution shall apply, save where Royal Spices Guatemala, S.A. expressly determines otherwise in writing.
26. Final declaration by the client
By requesting a quotation, accepting a proforma, making a payment, requesting a sample, sending shipping instructions, requesting documents, confirming an order or continuing a commercial negotiation, the client expressly and irrevocably declares that: (a) it acts as a merchant, company, importer, distributor or professional buyer; (b) it has read and accepted these terms; (c) it understands that partial payments do not oblige Royal Spices Guatemala, S.A. to dispatch merchandise; (d) it understands that payments made are non-refundable, save with the written acceptance of Royal Spices Guatemala, S.A.; (e) it understands that Royal Spices Guatemala, S.A. may withhold merchandise and documents until full payment is received; (f) it waives any right not expressly granted in writing; (g) it accepts the indicated governing law and jurisdiction; (h) it acknowledges the intellectual and commercial property of Royal Spices Guatemala, S.A. and its related brands.
Royal Spices Guatemala S.A. — Zona Pradera Empresarial, Torre 1, Oficina 605, Nivel 6, Zona 10, Ciudad de Guatemala. Contact: info@royalspices.com.gt.
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