General Conditions of Sale

1. Whenever this document refers to us, we, us, our, our(a), it refers to Manuchar Dominicana, S.R.L, with registered office at Calle Florence Terry No. 17, Edificio Prometa, Ensanche Naco, Santo Domingo, Distrito Nacional.
 

2. Whenever this document refers to The Buyer, it refers to the natural or legal person in whose name the invoice has been issued.
 

3. Our offers and quotations are not binding. Any order placed by the Buyer, whether orally or in writing, shall be deemed to be a binding offer into a contract on the terms and conditions stipulated in the order and under these conditions, provided that they have been expressly accepted by us in writing. Contracts, as well as extensions, amendments or ancillary contracts shall only be deemed to have been signed and/or accepted when we have given written confirmation by means of a quotation. The Buyer may not cancel any order that has been accepted except with our express written consent.
 

4. Unless otherwise agreed, we shall at all times be entitled to deliver the goods in partial deliveries or complete lots as required. Each delivery shall be treated as constituting a separate and distinct contract with the Buyer.
 

5. The Buyer shall take possession of the goods immediately upon presentation. All costs incurred by us in connection with Buyer's refusal or delay in taking possession of the goods shall be borne by Buyer, including transportation and storage costs. If risk of loss of or damage to the goods has not yet passed to the Buyer as provided herein, such risk shall in any event pass to the Buyer at the time of the Buyer's refusal to take possession of the goods and the Buyer shall be deemed to have taken possession of the goods.
 

6. Buyer shall inspect the goods at the time of delivery of the goods. If discrepancies are noted, we shall be promptly informed and permitted to inspect the goods. If we are not promptly informed or if not allowed to inspect the goods or our designated inspector, any claim shall be invalid and abandoned.
 

7. Any claim relating to quality or quantity must be received by us within two (2) calendar days after Buyer has taken possession of the goods or after the time Buyer is deemed to have taken possession of the goods. However, quality defects which could not have been detected even through diligent inspection at the time of delivery must be notified to us within two (2) calendar days after discovery thereof and in any event within seven (7) days from the date of delivery or from the time when the Buyer is deemed to have taken possession of the goods. All claims filed after the relevant period set forth in this paragraph shall be excluded.
 

8. All goods under claim must be stored separately, clearly marked and must not be used until the claim is resolved, unless we agree otherwise in writing.

9. No claims will be accepted once the goods have been processed or resold. Furthermore, the Buyer shall lose any right to claim for defects in the event that the goods have been improperly handled or stored by the Buyer or its personnel.

10. In the event of justified or accepted claims, we will, in our absolute discretion, either (i) supply additional goods or replace goods at our expense; or (ii) refund in part or in full the invoiced amount or issue a credit note. Any and all other claims or demands by Buyer on any legal basis will be rejected.

11. Our obligation to make delivery shall be suspended as long as the Buyer is in arrears with any payment to us, this without prior notice and without prejudice to our right to claim compensation. If there is any doubt as to the Purchaser's ability to meet its payment obligations to us, we reserve the right to suspend deliveries until sufficient security has been given or payment has been made in advance, as requested by us in our absolute discretion.

12. Payments shall be made on the terms and in the currency stated in the contract or on the invoice, the latter prevailing in case of conflict. Amounts stated on the invoice shall be due and payable without deduction or set-off, except with our express written consent. No claim or dispute over an invoice shall entitle Buyer to suspend payment of the invoice in question.
 

13. Buyer shall make payment in the currency value indicated on the invoice. The exchange rate indicated on the invoice is only for purposes of our accounting records and to avoid discrepancies with the Internal Revenue Service.
 

14. To make payments in Dominican Pesos for invoices issued in U.S. Dollars, the Buyer must contact our Credit and Collections department where the exchange rate applicable at the time of payment will be indicated.
 

15. Failure to pay the agreed purchase price on the due date constitutes an essential breach of contractual obligations.
 

16. Buyer must make payment of the invoice within the time period set forth in the payment terms. If your payment is made after the due date of this invoice, your next balance will reflect your additional charge of 2% per month on the overdue amount.
 

17. If the Buyer receives any communication by email or otherwise regarding a change of our bank account numbers, he should contact his usual contact person immediately by telephone to verify this information, in order to avoid possible fraud. We do not accept any liability in the event that the Buyer transfers money to an incorrect bank account number.

18. Buyer acknowledges and declares that we have the right to suspend performance of our obligations in the event of (i) force majeure, or - (ii) any act of God, natural disturbance, adverse weather, war, worker's accident, terrorism, riot, fire, explosion, accident, flood, epidemic, quarantine restrictions, highly contagious or infectious disease, sabotage, mechanical breakdown, factory shutdown (of our suppliers), delay during transportation, inability to obtain fuel and/or power, carrier, materials or equipment from our usual suppliers at reasonable prices, suspension of transportation, or (iii) any other event of force majeure, mechanical breakdown, factory shutdown (of our suppliers), delay during transportation, inability to obtain fuel and/or power, carrier, materials or equipment from our usual suppliers at reasonable prices, suspension of transportation, or (iii) changes or introduction of new governmental laws, regulations or orders, or (iv)- any interruption of the supply chain caused by any reason; or, (v)- any reason beyond our reasonable control; or - any labor disturbance, strike, lockout or work stoppage, the occurrence of which is deemed beyond our reasonable control; and which delays, restricts, limits or makes such performance commercially impracticable. In such event, we will notify Buyer of such suspension as soon as practicable. If the aforementioned event lasts for a period of more than one (1) month, Buyer acknowledges that we may withdraw from shipment of the goods or if their shipment has become unreasonably burdensome due to other events beyond our reasonable control which we could not have taken into account at the time of accepting the order, and we cannot avoid such event or its consequences at reasonable cost. If the performance of our contractual obligations has become unreasonably burdensome due to other events beyond our reasonable control that we could not have taken into account at the time we entered into the contract, and we cannot avoid such event or its consequences at reasonable cost, the parties will negotiate in good faith alternative contractual terms. If such negotiations fail or are not completed within a reasonable time, we may waive unfulfilled obligations under the contract without liability.
 

19. Our total liability in connection with each contract with Buyer for any loss or damage of any kind and from any cause whatsoever shall be limited to and in no event exceed (a) the value of the goods in question; or (b) whether the goods are delivered in whole, in part or the value of the goods forming part of the delivery in question. In addition, we shall not be liable to Buyer for loss of profits, loss of use, loss of revenue, loss of contract production, loss of goodwill, or for any financial and/or economic loss or for any other indirect or consequential damages.
 

20. Sanctions means any trade, economic, and/or financial sanctions or export controls including without limitation any relevant law, regulation, order, ordinance, resolution, decree, restrictive measure, or other requirement having the force of law, as well as import and export restrictions related to military and dual-use products and technologies, chemical precursors (drugs and explosives), dangerous chemicals, pesticides and substances that deplete the ozone layer), adopted by the US, UK, EU (or its respective Member States), UN or any other government authority.

• The Buyer represents and warrants that neither it nor any person or entity that directly or indirectly owns or controls it, that it directly or indirectly owns and controls, or for which it is acting on behalf of or at the direction of is a designated target of any Sanctions, or an individual ordinary resident in or an entity incorporated under the laws of a country or territory subject to comprehensive sanctions administered by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”) (“Sanctioned Country”) (collectively “Sanctioned Person”). The Buyer agrees and undertakes to the other that it and its agents, contractors and representatives will fully comply with the requirements of all applicable Sanctions in the performance of this contract.
• The Buyer agrees and undertakes that the goods being purchased in performance of this Agreement will not be directly or indirectly resold to a Sanctioned Person or a Sanctioned Country, transported on a vessel flying under the flag of a Sanctioned Country or that is a Sanctioned Person, or otherwise dealt with in any way which would cause a breach of Sanctions by us, our banks, insurers, agents, contractors, representatives or shareholders (“Manuchar Related Parties”) or otherwise expose us or Manuchar Related Parties to the effects of any Sanctions.
• The Buyer further represents and warrants that it will not make payment for the goods through or via such country, bank, or other entity or body or facility, as would cause a breach of Sanctions by us or Manuchar Related Parties, or which would expose us or Manuchar Related Parties to the effects of any Sanctions, and that it will ensure that payment is made for the goods in full without violating Sanctions.
• The Buyer warrants that our goods will not be used by its customer or supplied by its customer in a way which would cause a breach of Sanctions by us or Manuchar Related Parties or otherwise to the effects of any Sanctions.
• The parties will not cooperate with, agree to, or comply with any terms or requests, including documentary requests, which violate or are otherwise prohibited or penalized under the Anti-Boycott laws or regulations of the US, UK, UN, the EU (or its respective member states) or any other government authority.
• Without prejudice to the foregoing, the Buyer agrees to cooperate with any reasonable requests for information and/or documentary evidence to support and/or verify compliance with this clause.
•  Each and every obligation, warranty, and undertaking in this clause shall be deemed to be a condition of the contract and breach of any of these warranties or undertakings entitles the party not in breach to terminate the contract immediately and unilaterally without any further notice nor any further liability towards the other party.

21. Each party respectively agrees and undertakes to the other that, in connection with this contract, it will fully comply with all applicable laws, regulations, orders, ordinances, resolutions, decrees, or restrictive measures and/or other requirements having the force of law, adopted by any state or government or an international organization such as, but not limited to, the EU, the UN relating to anti-bribery and anti-money laundering, the US and the U.S. Foreign Corrupt Practices Act of 1977 and the UK and the UK Bribery Act of 2010 (hereinafter collectively the “Anti-Corruption and Anti-Money Laundering Laws”). In particular, each party respectively represents, warrants and undertakes to the other that it shall not, directly or indirectly, pay, offer, give or promise to pay or authorize the payment of, any monies or other things of value to, or confer a financial advantage on: a. a government official or an officer or employee of a government or any department, agency or instrumentality of any government; b. an officer or employee of a public international organization; c. any person acting in an official capacity for or on behalf of any government or department, agency, or instrumentality of such government or of any public international organization; d. any political party or official thereof, or any candidate for political office; or e. any other private person, individual or entity. Each and every obligation, warranty and undertaking in this clause shall be deemed to be a condition of the contract.

The Buyer agrees and undertakes that it and its agents, contractors and representatives will fully comply with the requirements of all applicable Anti-Corruption and Anti-Money Laundering Laws in the performance of this contract.

22. All personal data collected will be treated in accordance with applicable legislation. The most recent version of our privacy statement will always be available at Privacy Statement for business and external relations | Manuchar.
 

23. This document and the relationship governed by it are subject to the laws of the Dominican Republic, especially the provisions of the Civil Code in force and its modifications, and the resolution of any disputes arising in relation to it, shall be subject to the jurisdiction of the common law courts of the Dominican Republic.