1. Application & Acceptance
These General Terms & Conditions of Sale (the “Terms”) govern every quotation, proforma invoice, sample dispatch, sales contract and shipment issued by Royal Spices Guatemala S.A. (the “Seller”) to any buyer, importer, broker, distributor or end-user (the “Buyer”). Placing an order, signing a proforma, opening a Letter of Credit or accepting any sample constitutes full and unconditional acceptance of these Terms. Any contrary terms in a Buyer’s purchase order are expressly rejected unless agreed in writing and signed by an authorised officer of the Seller.
2. Offers, Quotations & Contract Formation
All offers are non-binding and subject to prior sale, crop availability, exchange-rate fluctuation and confirmation by the Seller. Prices are valid for seven (7) calendar days unless otherwise stated. A binding contract arises only upon the Seller’s written confirmation of the order or issuance of a signed proforma invoice.
3. Quality, Specifications & Samples
Goods are sold on the basis of fair average quality of the season and origin. Pre-shipment samples, when furnished, are indicative only; natural agricultural products are subject to reasonable variation in colour, moisture, defect count, volatile-oil content and density. The Buyer waives any claim based on minor variation that does not materially affect commercial use of the goods.
4. Inspection & Claims
All claims relating to quality, weight or condition must be (a) supported by an independent SGS, Cotecna or Bureau Veritas certificate drawn at the port of discharge, (b) notified to the Seller in writing within fourteen (14) calendar days of arrival of the vessel at the port of discharge, and (c) accompanied by sealed counter-samples. Claims received after this period, or based on internal laboratory results alone, are time-barred and irrevocably waived. Goods may not be returned, destroyed or re-sold without the Seller’s prior written consent.
5. Prices, Payment & Title
Unless otherwise agreed in writing, payment shall be by irrevocable, confirmed, at-sight Letter of Credit issued by a first-class bank acceptable to the Seller, or by 30 % advance T/T and 70 % against scanned shipping documents. All bank charges outside Guatemala are for the Buyer’s account. Title to the goods passes to the Buyer only upon receipt by the Seller of full payment in cleared funds; risk passes in accordance with the agreed Incoterm. Late payments accrue interest at 1.5 % per month or the maximum rate permitted by law, whichever is lower, plus all costs of collection including reasonable attorneys’ fees.
6. Delivery, Incoterms & Force Majeure
Deliveries are made under Incoterms® 2020 as specified in the contract (typically FOB Puerto Quetzal / Puerto Santo Tomás de Castilla, or CFR/CIF named port). Shipment dates are estimates given in good faith and do not constitute the essence of the contract. The Seller shall not be liable for any delay, partial performance or non-performance arising from causes beyond its reasonable control, including but not limited to drought, frost, crop failure, plant disease, strikes, port congestion, vessel rolling, blank sailings, shipping-line schedule changes, war, civil unrest, embargo, sanctions, pandemic, government action, or acts of God (events of “Force Majeure”). The Seller may, at its option, suspend, extend or cancel the affected portion of the contract without liability.
7. Sanctions, Compliance & Origin
The Buyer warrants that the goods will not be re-exported, sold or supplied, directly or indirectly, to any party or jurisdiction subject to sanctions administered by the United Nations, European Union, United States (OFAC) or the Republic of Guatemala. Certificates of Origin, Phytosanitary Certificates and Fumigation Certificates are issued by the competent Guatemalan authority; the Seller is not liable for changes in destination-country import regulations.
8. Intellectual Property
“Royal Spices”, “Sons of Vulkan Café” and the associated logos, label artwork and trade dress are registered trademarks of Royal Spices Guatemala S.A. No right or licence to use any such mark is granted by the sale of goods. Unauthorised re-packing under the Seller’s marks is strictly prohibited.
9. Limitation of Liability
To the fullest extent permitted by law, the Seller’s aggregate liability arising out of or in connection with any contract, whether in contract, tort, indemnity or otherwise, shall not exceed the invoice value of the specific lot giving rise to the claim. The Seller shall under no circumstances be liable for indirect, incidental, consequential, punitive or special damages, including loss of profit, loss of market or reputational harm.
10. Confidentiality & Data
Pricing, formulations, supplier identities and any non-public information exchanged between the parties shall be treated as strictly confidential and used solely for the purpose of the trade. Personal data is processed in accordance with applicable Guatemalan and international data-protection laws.
11. Governing Law & Dispute Resolution
These Terms and every contract incorporating them are governed by the laws of the Republic of Guatemala, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any dispute shall be finally settled by arbitration administered by the Centre for Conciliation and Arbitration of the Chamber of Commerce of Guatemala (CRECIG) under its rules in force, by one or three arbitrators, in Spanish or English, seated in Guatemala City. The award shall be final and binding and enforceable in any court of competent jurisdiction.
12. Severability & Entire Agreement
If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force. These Terms, together with the signed proforma or sales contract, constitute the entire agreement between the parties and supersede all prior negotiations, representations or agreements, written or oral.
Royal Spices Guatemala S.A. — Zona Pradera Empresarial, Torre 1, Oficina 605, Nivel 6, Zona 10, Ciudad de Guatemala. Trade desk: info@royalspices.com.gt.
For commercial enquiries please visit our Trade Desk.