1. General

1.1 These general terms and conditions shall apply to all agreements for the sale and/or delivery of products (fruits and vegetables) by a Supplier to THOMASOL GESTION S.L.(CIF B54019500)

1.2 Provisions that vary from these general terms and conditions shall apply only if expressly agreed in writing.

1.3 The applicability of the Provider’s general terms and conditions shall be expressly excluded.

2. Written record of agreement

2.1 All requests made by THOMASOL GESTION S.L. for quotations or of any other type, in any form, will be free of obligation.

2.2 Any agreement reached between the parties must be confirmed by THOMASOL GESTION S.L. to the Provider in writing. Everyone
supplements and / or modifications to the agreement, as stated in the written confirmation of THOMASOL GESTION S.L. They will only apply between the parties if THOMASOL GESTION S.L. You have confirmed your acceptance in writing.

3. Prices

3.1 The Supplier may not unilaterally raise the agreed prices and/or rates for any reason.

3.2 Unless otherwise indicated, all prices will be agreed in euros, including transport costs and others, not including VAT.

4. Place and method of delivery and force majeure

4.1 Unless otherwise agreed, delivery will be made DDP (Delivered Duty Payment) as provided for in ICC Incoterms 2000. This means, among other things, that the Supplier must deliver the products to THOMASOL GESTION S.L. at the agreed place and bear all costs and risks associated with its transportation.

4.2 The Supplier undertakes to deliver the products at the agreed time, date and place, properly packaged and in accordance with any other agreed specifications.

4.3 Delivery at another time, date and/or place other than those agreed will only be allowed after THOMASOL GESTION S.L. give you prior written consent.

4.4 Unless force majeure can be invoked, the Supplier shall be liable simply by exceeding the agreed delivery time, without the need for notification of the breach or Court intervention, to pay a penalty of 1% of the agreed purchase price for each business day on which the delivery deadline is exceeded, subject to a maximum of 10% of the purchase price, all without prejudice to the rights of THOMASOL GESTION SL to terminate the Agreement and/or claim compensation for damages.

4.5 If the Supplier suspects that it will not be able to fulfill its obligations towards THOMASOL GESTION S.L. within the agreed delivery period due to force majeure, it must notify THOMASOL GESTION immediately. If the Supplier does not comply with this duty to provide information, it will not be able to subsequently invoke force majeure and will be fully responsible for the damage suffered by THOMASOL GESTION S.L. as a result of failure to deliver or late delivery.

5. Transfer of ownership and risk

5.1 The Supplier shall bear the risk of damage or loss of the products until the time of delivery at the agreed place.

5.2 Ownership of the products will pass to THOMASOL GESTION S.L. by delivery to the agreed place (and in accordance with the provisions of Article 4.2).

5.3 If THOMASOL GESTION S.L. rejects some or all of the products due to late delivery or any defect in the same, the Supplier will be obliged to recover the rejected products at its own expense.

6. Billing and payment

6.1 Invoices containing the order reference must be sent to THOMASOL GESTION S.L. after delivery. Payment will be made within 30 days of receipt of the invoice.

6.2 THOMASOL GESTION S.L. shall be entitled to suspend any payment to the Provider, if the Provider fails to fully comply
with any obligation established by agreement, or by these general terms and conditions.

6.3 THOMASOL GESTION S.L. You will have the right at all times to set off outstanding invoices against any claim you have against the Supplier.

7. Warranty, imperfections and defects

7.1 The Supplier guarantees that the delivered products will comply with what was agreed by the parties and all the qualities that THOMASOL GESTION S.L. can reasonably demand. More specifically, the Supplier guarantees that the products delivered will comply with the s current laws and regulations (including those related to phytosanitary requirements and the presence of residues, chemical products and minerals in products) in the European Union and the country of origin, as well as, if applicable, those of transit countries and destination specified by THOMASOL GESTION SL.

7.2 The Supplier must be able to demonstrate the good quality of the products delivered at the request of THOMASOL GESTION S.L., including by providing
the results of recent inspections that have been carried out.

7.3 THOMASOL GESTION S.L. must notify the Supplier as quickly as possible if it detects imperfections and / or defects in the products delivered. THOMASOL GESTION S.L. You will have the right in that case to reject some or all of the products delivered. The provisions of Articles 5.3 and 8.1 shall apply in that case.

8. Termination

8.1 THOMASOL GESTION S.L. You will have the right to terminate all or part of the agreement with any subsequent notice of breach if:

a) THOMASOL MANAGEMENT S.L. has rejected products due to late delivery or imperfections / defects detected in the products.

b) The Supplier has submitted a request for a moratorium on the payment of its debts, declares bankruptcy, suspends commercial operations or is liquidated.

8.2 THOMASOL GESTION S.L. shall have the right to terminate the contract in whole or in part if the Supplier has failed to perform its obligations promptly or properly and has not remedied its failure within a reasonable time at its own expense.

8.3 In the event of total or partial termination, all claims that THOMASOL GESTION S.L. has against the Supplier shall be payable immediately.

8.4 In case of total or partial termination,
THOMASOL GESTION S.L. may decide to entrust the subsequent performance of the agreement to a third party at the Provider’s expense. This will not affect the right of THOMASOL GESTION S.L. to claim additional compensation for damages.

8.5 In the event of total or partial completion due to imperfections or defects detected by THOMASOL GESTION S.L., you will be entitled to recover the costs of the inspection carried out by the Supplier on the products delivered.

9. Liability and Compensation

9.1 Each of the parties will be responsible for all damages, both direct and indirect, that the other party suffers as a result of the breach of its obligations.

9.2 The Supplier shall indemnify THOMASOL GESTION S.L. from third party compensation claims for damages suffered as a result of any breach by the Provider of its obligations. This includes consumer claims for damages that they have suffered because the products delivered are defective and/or do not comply with the provisions of Article 7.1.

10. Applicable law

10.1 All orders, order confirmations and agreements (and the execution thereof) shall be governed by Spanish law, excluding the Vienna Sales Convention (CISG). The provisions of any other international regulations on the sale of goods, the effect of which may be excluded by the parties, will also not apply.

11. Disputes

11.1 The intervening parties agree that any litigation, discrepancy, question or claim resulting from the execution or interpretation of this contract or related to it, directly or indirectly, will be previously resolved through arbitration within the framework of the Court of Arbitration of Alicante, with headquarters in the Official Chamber of Commerce, Industry, Services and Navigation of Alicante, which is entrusted with the administration of arbitration and the appointment of arbitrators, in accordance with its Regulations and Statutes.

11.2 All disputes arising from or related to these general terms and conditions and the agreements to which they apply will be resolved by the Courts of Alicante (Spain).