Terms and Conditions of SALE

These Terms and Conditions of Sale (“Terms and Conditions”) shall apply to all purchase orders or contracts for the sale of products between the Cafosa Gum Spain entity (“Cafosa”) that accepts such purchase orders or sale contracts (“Purchase Orders”) and the company (“Company”) which files such Purchases Orders for Cafosa products (“Products”) from time to time.

1. Acceptance. These Terms and Conditions shall govern and be incorporated in each Purchase Order for the sale of Products made by Cafosa and Company. These Terms and Conditions shall apply in place of and prevail over any terms, whether or not in conflict or inconsistent with these Terms and Conditions, contained or referred to in any documentation submitted by Company, or in correspondence, or elsewhere, or implied by trade custom, practice, or course of dealing, including, but not limited to, any Company terms and conditions of purchase, terms of business, or any other form of agreement. The Company agrees that any terms and conditions submitted by Company are submitted in error and are of no binding effect or application to the Purchase Order. Each Purchase Order placed by a Company constitutes a unilateral offer which Cafosa is not obliged to accept. Cafosa however will use reasonable endeavours to fill any Purchase Order placed by Company. A contract shall be concluded by Cafosa and Company following prior written acceptance by Cafosa of a Purchase Order. Acceptance by Company of delivery of the Products shall be deemed to constitute unqualified acceptance of these Terms and Conditions. Products and Cafosa’ sales price list (“Prices”) may be attached hereto or provided separately by Cafosa. Cafosa may issue revised Terms and Conditions, Products and Prices from time to time.

2. iNVOICE. Invoices shall be issued by Cafosa following delivery. The price is calculated based on Prices current at the date of acceptance of the Purchase Order by Cafosa. All sums shall be paid in full and free from any rights of set-off and counterclaim, to the extent legally permissible. Payment of the Prices shall be due and payable on the date specified on the invoice. Value Added Tax and any other tax or duty payable by Company shall be added to the Prices, at the rate then applicable. Time for payment is of essence. Interest is payable by Company on overdue accounts in accordance with the implementing rules of the European Directive 2011/7/EU on combating late payment in commercial transactions or equivalent applicable local law. Cafosa may, at its sole discretion and from time to time, require full, or partial payment of the Prices prior to delivery, or the provision of security for payment by Company in a form acceptable to Cafosa. In addition, any extension of credit allowed to Company may be changed or withdrawn at any time at the discretion of Cafosa. Cafosa may in accordance with corporate financial management policies and procedures automatically block Purchase Orders of Products and suspend sales to Company in the event that Company is overdue with payment of any Prices or is in breach of any Purchase Orders or these Terms and Conditions, until such time as the payment is made or the breach remedied. Payment date shall be the date of cash transfer from Cafosa’s bank account. Payment shall be made in agreed currency.

3. Delivery. Cafosa or a third party appointed by Cafosa will deliver the Products to Company at the place and time agreed by the parties according to agreed Incoterms. Company shall be solely responsible for unloading the Products at the point of delivery. Cafosa shall use its reasonable endeavors to comply with the delivery dates and places specified in the Purchase Order, however Cafosa shall be entitled to change them with notice in advance. Cafosa may also effect delivery of the Products in one or more instalments. Rescheduling of an order by Company is subject to acceptance by Cafosa, at its discretion. Time for delivery is not of essence and shall not be made so by the service of any notice. If the Company, or nominated third party, refuses or fails to take delivery of Products, or fails to take any action necessary on its part for delivery of the Products, then, Cafosa may, forthwith on notice in writing to Company, terminate the Purchase Order for breach, or at Cafosa’ option may elect to store the Products until actual delivery whereupon Company shall be liable for all related costs and expenses (including, but not limited to, storage and insurance). The Company shall meet the cost of any special packaging requested by Company or any packaging rendered necessary by delivery by any means other than Cafosa’ normal means of delivery.

Products purchased are subject to Company’s inspection, testing, and approval at the delivery point nominated in an Order. Company shall keep the pallets not touched nor opened in its warehouses until the immediate time prior in which Company intends to use the Products contained in such pallets. Company shall ensure full traceability at all time for all deliveries. It is essential for the Cafosa to keep the guarantee of the Products that Company comply with its obligation of (i) not opening the Products, nor the pallets until the moment of using them; as well as (ii) storing the Products in conditions as specified by Cafosa.

4. RISK AND TITLE. Risk and title to the Products shall pass upon delivery from Cafosa to Company according to agreed Incoterms.


Except as expressly set forth in these Terms and Conditions, all warranties, terms and conditions, whether oral or written express or implied by law, custom, or otherwise, including, but not limited to, any warranties, terms and conditions of fitness for purpose, description and quality, are hereby excluded, to the maximum extent legally permissible. Cafosa shall not be liable to Company for damage to, or loss of, the Products, or any part of them, in transit (where the Products are carried by Cafosa or a carrier on behalf of Cafosa), unless notifies such damage on the transport bill upon the delivery specifying the lot number of the shipment along with relevant documentations, including photos or samples and unless Company notifies Cafosa, in writing, immediately on  Product’s delivery, not later than within 24 hours upon delivery. Where the Products show hidden defects, rejection must be notified by serving a written notice to Cafosa within the period of time that comprises of the shelf life of the Products or until the Products are integrated in the Final Products (the “Warranty Period”). Rejections cannot be made once the Warranty Period has elapsed.

Cafosa will ensure untacked packaging technology and all Products delivered using this packaging technology, once accepted by Company at delivery point, will be deemed definitely accepted.

If liability is accepted by Cafosa under this provision, then, Cafosa’ sole obligation, responsibility and liability and Company’s sole remedy, shall, at Cafosa’ sole discretion, be to: (a) make good any shortage of Products; (b) replace or repair any Products found to be damaged or defective; and/or (c) refund to Customer the Prices paid. Company represents and warrants that: (a) it has the right to purchase Products; (b) it legally exists under the laws of the country or state of its incorporation and shall comply with all applicable laws, rules and regulations; and (c) it has power to perform its duties under the Purchase Order and Terms and Conditions. Company will assume (or pass on to the third party designated by the Company) all liability relating to the Final Products and their manufacture, marketing, sale, distribution, and use, including without limitation any allegations and damages relating to safety, quality, infringement of any third party intellectual property, labelling, and claims. Company will indemnify, defend and hold harmless Cafosa and its affiliated companies from any third party claims relating to or arising as a result of the manufacture, marketing, sale, distribution, or use of the Final Products (including, without limitation, any intellectual property claims).

5. LIMITATION OF LIABILITY. Subject to this provision, the aggregate liability of Cafosa for negligent acts or omissions, breaches or defaults, resulting in direct loss of or damage to Company shall be limited to damages, which shall not exceed the amount of one hundred percent (100%) of the Price paid under the Purchase Order for the Products of the subject of a claim. In no event shall Cafosa be liable to Customer for: (a) loss of profits, loss of business, loss of revenue, loss of use, cost of substitute services or facilities, loss of goodwill or anticipated savings; (b) indirect, consequential or special loss or damage: (c) any fault or failure which is due to the default of a third party; and /or (d) damages, costs and/or expenses due to third party claims; and for the purposes of this provision the term ‘loss’ shall include a partial loss or reduction in value as well as a complete or total loss. The Company and Cafosa expressly agrees that should any limitation or provision contained in this provision be held to be invalid under any applicable statute or applicable laws, then, it shall to, that extent, be deemed omitted, but if any party thereby becomes liable for loss or damage which would otherwise have been excluded, then, such liability shall be subject to the other limitations and provisions set out herein. The Company shall be responsible for all acts or omissions of Company, its employees and third parties appointed by Company and shall indemnify and hold harmless Cafosa from and against any and all claims, demands, legal actions, legal expenses, costs, damages, expenses and liabilities arising out of any actual or alleged misconduct, omission or negligence or other wrongful act, or breach of law by its employees and third parties appointed by Company.

6. INTELLECTUAL PROPERTY. Legal and beneficial title to all intellectual property rights subsisting in the Products, including, without limitation, any copyright, patents, designs, trade and service marks, belong to and shall remain vested in Cafosa or, where appropriate, a third party. Nothing herein shall assign or otherwise transfer title to intellectual property in the Products, or any part thereof, to Company. The Company shall not alter, deface, remove or make any addition to the Products, their labelling or packaging, and shall take all reasonable steps to protect Cafosa’ intellectual property rights.

7. TERM and Termination. These Terms and Conditions are for an indefinite term. Each of the parties will be entitled to terminate them, at any time, without cause, by giving sixty (60) calendar days prior written notice to the other. Each of the parties will be entitled to terminate performance of any its obligations under this Purchase Order and these Terms and Conditions if forthwith: (a) if the other becomes insolvent or subject to bankruptcy proceedings or assigns its assets for the benefit of creditors, or (b) there is a change in the ownership, control or management of the other that would in the reasonable opinion of former materially affect its interests, or (c) the other fails to cure any breach within ten (10) calendar days after written notice, Cafosa shall be entitled.

On termination the Company shall not be entitled to any compensation and/or payment of any kind whatsoever (including for goodwill or for any loss of income or reimbursement for investments and/or as reimbursement of expenses of any kind whatsoever associated with the termination).

8. Force Majeure.  Neither party shall be liable to the other for any delay or failure to perform fully where such delay or failure is caused by events beyond the reasonable control and without the fault or negligence of the affected party. The affected party shall promptly notify the other party in writing of such delay or failure, and take all reasonable steps to mitigate the effect of such delay or failure on the other party. In the event such delay or failure continues for more than thirty (30) calendar days, Cafosa shall have the right to terminate this Purchase Order with no liability to Company.

9. Insurance. Company warrants that it maintains sufficient insurance coverage of worker’s compensation, employer’s liability, comprehensive automobile liability, product liability, errors and omissions and general comprehensive liability insurance in line with industry standards. Company agrees to provide a certificate of insurance upon Cafosa’s request. 

10. Confidentiality. Company agrees that any information obtained, observed or learned by Company in connection with this Purchase Order shall be kept confidential and used only for the purposes of this Purchase Order and shall not be disclosed except to those employees or third parties who have a specific need to know or when required by law. Company shall ensure that such employees or third parties are subject to like obligations of confidentiality as binds Company.

11. Miscellaneous. Any rights or obligations hereunder shall not be subcontracted or assigned by Company without Cafosa’s prior written consent. Cafosa shall be entitled to assign any rights and obligations herein to any other affiliate of Cafosa, Inc. by sending written notice to Company. Nothing shall be construed to give any party, other than Cafosa and Company, any right to enforce any provision herein, any other legal or equitable right, remedy or claim, under Purchase Order and these Terms and Conditions.

Cafosa shall have the right to conduct onsite audits upon reasonable notice. Company will comply with Cafosa Anticorruption and Human Rights Expectations for Business Partners policy. Cafosa reserves the right to seek any other rights and remedies provided by applicable law or in equity. No waiver or amendment of any provision of this Purchase Order or Terms and Conditions shall be effective unless in writing and signed by both parties. These Terms and Conditions constitute the entire agreement of Cafosa and Company with regard to each sale of the Products. Variation of these Terms and Conditions shall be valid only if made in writing and signed by an authorised representative of Cafosa. The relationship between Company and Cafosa is that of independent contractor, and Company shall not be deemed to be an agent or employee of Cafosa. If any provision of Purchase Order or Terms and Conditions is declared invalid, illegal or unenforceable, the validity of the remaining provisions shall not be affected. The parties agree that Purchase Order or Terms and Conditions shall not be presumptively interpreted for or against any party by reason of that party having drafted or negotiated, or failed to draft or negotiate, all or any portion of any provision of this Purchase Order or Terms and Conditions. This Purchase Order is governed by and construed in accordance with the laws of the country where Cafosa is located. Any dispute, if not settled amicably, shall be referred to the exclusive jurisdiction of the courts in the capital city of the country where Cafosa is located.  

I hereby agree that all Purchase Orders, Products and Services are subject to these Cafosa’ Terms and Conditions of Sale

Cafosa Gum S.A.U

Spain, 2021