Conditions générales — MBG Trading International

Le document complet est présenté dans sa version originale en anglais.

Terms and Conditions

Terms and conditions – international sales

MBG Trading International, Inc.

International terms and conditions of sale and purchase

Effective Date: 2025 | Revision: 2.0

Below are the international terms and conditions of sale and purchase for MBG Trading International, Inc. (“MBG” and/or “MBG and companies”), with its principal business address at 66 West Flagler Street, Suite 900-8179, Miami, FL 33130, United States of America. These terms and conditions are published on MBG’s website and are incorporated by reference into every sales confirmation and invoice issued by MBG and companies. By signing or approving any sales confirmation or invoice that references these terms and conditions, the customer agrees to be fully bound by the agreement set forth below. Should you have any questions or concerns regarding these terms & conditions, please contact us at +1.305.393.8751 or via email as set out in the applicable sales confirmation.

PART I — THE AGREEMENT

1. These terms and conditions (“agreement”) apply to your (“buyer”) purchase and the shipment of products or related services (“product”) sold and shipped by MBG Trading International, Inc. and all of the companies for which it acts as sales agent or trading representative, as well as their respective affiliates and subsidiaries (collectively, “MBG and companies”), as described in the sales confirmation that will be provided to buyer on orders for product. For the avoidance of doubt, “MBG and companies” includes, without limitation, Cristin Alberto Guerra Garza, an individual engaged in commercial trade with principal address at Blvd. Alvaro Obregon 1802/23, Altavista, C.P. 88720, Reynosa, Tamaulipas, Mexico (RFC: GUGC521028ID1), acting as a joint venture partner of MBG Trading International, Inc. for transactions invoiced in Mexican pesos (MXN) to buyers in the Mexican market. Transactions concluded through this joint venture arrangement are governed by this agreement in its entirety. By signing, countersigning, or otherwise approving any sales confirmation or invoice issued by MBG and companies that references these terms and conditions (whether by URL, hyperlink, or written notice), buyer irrevocably agrees to be bound by the terms and conditions of this agreement in their entirety.

2. This transaction has been concluded in the English language and this agreement and the applicable sales confirmation together constitute the entire and sole agreement between MBG and companies and buyer. No agreement or other understanding in any way modifying this agreement shall be binding upon MBG and companies unless made in writing and accepted over the signature of an authorised executive of MBG and companies. In the event of any conflict between the terms of a sales confirmation and this agreement, the sales confirmation shall prevail only with respect to the specific transaction to which it relates.

3. Title to product sold and shipped by MBG and companies to the buyer shall not pass to the buyer until MBG and companies has received payment for the product in full as specified in the applicable sales confirmation. Risk of loss shall pass in accordance with the applicable incoterm as set out in the sales confirmation.

PART II — INCOTERMS, DELIVERY AND SHIPPING

4. All transactions under this agreement shall be governed by the applicable incoterm as expressly stated in the sales confirmation, which shall be interpreted in accordance with the Incoterms® 2020 Rules published by the International Chamber of Commerce (“ICC”). The following incoterms are used by MBG and companies depending on the nature and direction of the transaction:

(a) When MBG and companies purchases product from a supplier on behalf of or for resale to buyer, the applicable incoterms shall typically be one of the following:

(i) Ex works (EXW): product is made available at the supplier’s premises or designated facility. MBG and companies or its designated freight agent assumes all transportation costs and risk from that point forward. Buyer acknowledges that pricing under EXW does not include freight, export clearance, or any other logistics costs unless expressly stated in the sales confirmation.

(ii) Free on board (FOB): risk and cost are transferred from the supplier to MBG and companies once the product is loaded aboard the nominated vessel at the named port of shipment. MBG and companies is responsible for all costs and risk from that point forward.

(iii) Free carrier (FCA): product is delivered by the supplier to a named carrier or freight terminal at a specified location. Risk passes at that point to MBG and companies or its designated party.

(iv) Cost and freight (CFR): the supplier pays all costs and freight necessary to bring the product to the named port of destination. Risk of loss or damage transfers to MBG and companies once the product is loaded on board the vessel at the port of shipment. This incoterm is applicable to ocean and inland waterway transport only. MBG and companies is responsible for procuring cargo insurance from the point of risk transfer unless otherwise agreed in the sales confirmation.

(v) Cost, insurance and freight (CIF): the supplier pays all costs, freight, and minimum cargo insurance necessary to bring the product to the named port of destination. As with CFR, risk of loss or damage transfers to MBG and companies once the product is loaded on board the vessel at the port of shipment. This incoterm is applicable to ocean and inland waterway transport only. The minimum insurance coverage provided by the supplier under CIF shall comply with institute cargo clauses (c) or equivalent unless a higher standard is agreed in writing. Where additional coverage is required by MBG and companies, such requirement shall be communicated to the supplier prior to shipment.

(b) When MBG and companies delivers product to buyer, the applicable incoterms shall typically be one of the following:

(i) Delivered at place (DAP): MBG and companies delivers the product to the named place of destination as specified in the sales confirmation (which may include, without limitation, mcallen, texas; laredo, texas; or such other delivery point as agreed in writing) at MBG and companies’ cost and risk up to that point. Buyer is responsible for all import duties, customs clearance, and unloading at the named place of destination unless otherwise stated.

(ii) Delivered duty paid (DDP): MBG and companies delivers the product to the named place of destination with all applicable import duties, taxes, and customs clearance costs prepaid by MBG and companies. This incoterm shall only apply where expressly stated in the sales confirmation.

(iii) Free alongside ship (FAS) port: MBG and companies places the product alongside the nominated vessel at the named port of export. Buyer assumes all costs and risk from that point, including loading, ocean freight, and import costs.

(iv) Cost and freight (CFR): MBG and companies pays all costs and freight necessary to deliver the product to the named port of destination as specified in the sales confirmation, which may include without limitation the ports of veracruz, manzanillo, and lazaro cardenas (Mexico); cartagena and barranquilla (Colombia); and acajutla (El Salvador), or such other port as agreed in writing. Risk of loss or damage transfers to buyer once the product is loaded on board the vessel at the port of shipment. This incoterm is applicable to ocean and inland waterway transport only. Buyer is responsible for procuring cargo insurance from the point of risk transfer unless cargo insurance is separately provided by MBG and companies pursuant to clause 11.

(v) Cost, insurance and freight (CIF): MBG and companies pays all costs, freight, and minimum cargo insurance necessary to deliver the product to the named port of destination as specified in the sales confirmation. As with CFR, risk of loss or damage transfers to buyer once the product is loaded on board the vessel at the port of shipment. This incoterm is applicable to ocean and inland waterway transport only. The minimum insurance coverage provided by MBG and companies under CIF shall comply with institute cargo clauses (c) or equivalent, covering the value of the product plus ten percent (10%) unless a higher standard is expressly agreed in the sales confirmation. Where buyer requires additional or enhanced coverage above the minimum standard, buyer shall notify MBG and companies in writing prior to shipment and any additional premium shall be for buyer’s account.

(c) Where the sales confirmation does not specify an incoterm, DAP to the nearest US land border crossing designated by MBG and companies shall apply by default for cross-border deliveries to Mexico, Colombia, and El Salvador.

(d) Unless otherwise agreed in writing and expressly stated in the applicable sales confirmation, all prices are quoted in United States Dollars (USD) per pound (LB). The following provisions apply where a sales confirmation is denominated in a currency other than USD:

(i) Mexican peso (MXN): sales confirmations denominated in Mexican pesos (MXN) may be issued by or through Cristin Alberto Guerra Garza (RFC: GUGC521028ID1), acting as joint venture partner of MBG Trading International, Inc. for transactions with buyers in the Mexican market. All such transactions are fully governed by this agreement. The MXN price per the applicable sales confirmation shall be the binding contractual price and shall not be subject to adjustment due to fluctuations in the USD/MXN exchange rate occurring after the date of issuance of the sales confirmation, unless expressly agreed otherwise in writing.

(ii) Colombian peso (COP) and other currencies: MBG and companies reserves the right to issue sales confirmations denominated in Colombian pesos (COP) or such other local currency as may be agreed in writing for transactions in Colombia or other markets. Any such arrangement shall be expressly stated in the applicable sales confirmation and shall identify the contracting entity within MBG and companies responsible for that transaction. Until such time as a specific local-currency arrangement is confirmed in writing, all transactions with buyers in Colombia shall default to USD.

(iii) El Salvador: all transactions with buyers in El Salvador shall be denominated and payable in United States Dollars (USD), which is the official legal tender of El Salvador. No local-currency alternative shall apply to El Salvador transactions unless required by a change in applicable law, in which case MBG and companies shall notify buyer in writing and the parties shall agree on the applicable terms.

(iv) Canadian dollar (CAD) and other supplier currencies: where MBG and companies purchases product from a supplier whose pricing is quoted in Canadian dollars (CAD) per kilogram (KG) or any other non-USD currency or unit, the sales confirmation shall specify the applicable currency, unit of measure, and the reference exchange rate date used for internal conversion purposes. The buyer-facing price shall remain in the currency stated in the buyer’s own sales confirmation and shall not be affected by fluctuations in supplier currency unless expressly disclosed.

(v) Exchange rate for enforcement: where a dispute, debt, or claim arising under this agreement involves an obligation denominated in a currency other than USD, and such dispute, debt, or claim is submitted to arbitration or legal proceedings pursuant to clause 13, the amount outstanding shall be converted to USD for the purposes of the arbitration or proceeding using the official interbank exchange rate published by Banco de Mexico (BANXICO) for MXN transactions, or the applicable central bank rate for any other currency, as at the date of filing of the claim. Any arbitral award may be expressed and enforced in USD regardless of the currency in which the original sales confirmation was denominated.

5. MBG and companies will use its best commercially reasonable efforts to comply with the shipping period set out in the sales confirmation, but such periods are estimates only and no guarantee is given. Time shall not be of the essence with respect to shipping or delivery dates. MBG and companies shall accept no liability of any nature whatsoever for failure to meet delivery dates, and such failure shall not entitle buyer to repudiate or cancel the agreement.

6. Demurrage, if any, shall be charged in accordance with the relevant charter party and/or shipping agreement and/or fixture recap covering the respective voyage, which are hereby incorporated by reference. Any demurrage paid by MBG and companies on buyer’s behalf will be payable to MBG and companies within two (2) business days of written demand.

PART III — PAYMENT

7. A change in the market price of a product shall not release buyer from its obligation to pay the entire amount owing for the product as described in the sales confirmation.

8. Acceptance by MBG and companies of payment in arrears or partial payment of the purchase price shall not, under any circumstances and notwithstanding any representation or assurance made by MBG and companies to the contrary, be deemed a waiver of MBG and companies’ right to demand payment in full, or a waiver of any right or remedy that MBG and companies may have on any future occasion.

Interest on overdue amounts

9. Interest charges on overdue amounts shall be levied and invoiced at MBG and companies’ option at a rate of two percent (2%) per month, for an effective annual interest rate of twenty-seven point one two five percent (27.125%), or the maximum rate permitted by applicable law in the jurisdiction of enforcement, whichever is lower.

PART IV — PRODUCT QUALITY AND CARGO INSURANCE

10. Written notice of any defect in the product, accompanied by satisfactory proof, must be given by buyer to MBG and companies no later than:

(a) Five (5) business days after the date the product is released from the port of discharge; or

(b) Forty-eight (48) hours after receipt of the product at the named place of delivery as set out in the applicable sales confirmation, whichever is earlier.

If buyer does not provide notice of a defect within the stated period, the product shall be deemed to be (i) free from defect, (ii) of good and merchantable quality, and (iii) fit for the purpose for which the product would normally be used.

Cargo insurance

11. It is understood and agreed that if cargo insurance is provided by MBG and companies, it will terminate on the expiry of five (5) days from the date of arrival of the goods at the port of discharge. If an extension to this insurance is required, MBG and companies must be notified in writing prior to the fifth (5th) day. Buyer is solely responsible for any loss or damage occurring after the expiry of such insurance where buyer has failed to notify MBG and companies of the requirement for an extension in accordance with this clause.

PART V — TERMINATION

12. MBG and companies may immediately terminate the sale of product to buyer by giving written notice of termination (which shall be immediately effective) in any of the following circumstances:

(a) If buyer fails to pay, when due, any amount payable to MBG and companies;

(b) If buyer fails to observe or comply with anything required to be done by buyer under this agreement or any sales confirmation; or

(c) If buyer becomes bankrupt, insolvent, or makes an assignment for the benefit of creditors, or buyer is unable to meet its obligations as they become due.

PART VI — DISPUTE RESOLUTION AND COSTS

Final and binding arbitration

13. Any and all disputes, controversies, or claims arising out of or relating to this agreement, or the breach, termination, or invalidity thereof, shall be settled by binding arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force. The following shall apply to the arbitration and shall prevail in the event of any conflict with the UNCITRAL rules:

(a) The place and seat of the arbitration shall be Miami, Florida, United States of America, and the language of the arbitration shall be English.

(b) There shall be one (1) arbitrator. If the parties cannot agree on the arbitrator within ten (10) days of commencement of arbitration, either party may make a request to ADR Chambers International (the appointing authority under this agreement) for the appointment of a single arbitrator in accordance with the appointment provisions of the UNCITRAL Arbitration Rules.

(c) Unless the parties consent or the arbitrator orders otherwise, the following procedures and timelines shall be adhered to:

(i) The claimant shall deliver a statement of claim within ten (10) days of the arbitrator being appointed.

(ii) The respondent shall deliver a statement of defence within fifteen (15) days of receiving the claimant’s statement of claim.

(iii) The parties shall produce all documents they intend to rely on at the hearing within ten (10) days of delivery of the respondent’s statement of defence.

(iv) The parties shall be limited to no more than seven (7) hours of pre-trial discovery examination.

(v) The arbitration hearing shall not exceed three (3) days.

(vi) There shall be no appeal from the decision of the arbitrator.

Liability for costs

14. Any and all legal, arbitration, agency, court, or attorney fees whatsoever incurred by MBG and companies or any of its subsidiaries to collect on any debt, financial dispute, resolution, alleged injury, or trade dispute related to this agreement will be payable by buyer.

15. Buyer and any affiliate of buyer who enters into an agreement with MBG and companies shall be jointly and severally liable for any fees referred to in clause 14.

PART VII — NOTICES AND SERVICE OF PROCESS

16. Any notice, instruction, or document to be given by either buyer or MBG and companies in connection with this agreement shall be given in writing and may be delivered by any of the following means:

(a) Personally, to the recipient’s registered place of business;

(b) By email, to the email address set out in the sales confirmation or such other address as notified in writing from time to time;

(d) By electronic messaging platform (including WhatsApp or any successor platform formally designated in writing by MBG and companies) to the registered contact number or account of the recipient.

Any notice shall be deemed (in the absence of evidence of prior receipt) to be received: (i) the same day if personally served; (ii) the next business day if sent by fax or email; or (iii) upon confirmed delivery if sent via an electronic messaging platform.

17. Buyer agrees to and shall accept service of any legal process (including notice of arbitration in accordance with clause 13) to buyer’s address set out in the sales confirmation.

PART VIII — LIABILITY, SET-OFF, AND SECURITY

Limit of liability

18. In no event shall MBG and companies be responsible for any indirect, special, incidental, or consequential damages, including but not limited to loss of anticipated profits, loss of time, loss of business opportunity, or any other indirect losses incurred by buyer in respect of, related to, or arising out of the purchase of the product. MBG and companies’ maximum aggregate liability to buyer under or related to any single sales confirmation shall not exceed the total purchase price paid by buyer under that sales confirmation.

Right of set-off

19. MBG and companies are authorised, to the fullest extent permitted by applicable law, to set off and apply any amount owed to it by buyer under any agreement or arrangement against any amount which MBG and companies owes to buyer.

Right to security

20. The parties expressly acknowledge the nature of the transaction and agree that MBG and companies shall be entitled to seek security for any claims that may arise out of this agreement, including but not limited to ex parte attachment applications or any other right or remedy available at law or in equity.

PART IX — FORCE MAJEURE

21. MBG and companies shall not be in breach of any of its obligations under or related to this agreement, and shall not be liable for any non-performance or delay in performance, where the failure to perform or delay in performing is due, wholly or in part, directly or indirectly, to the occurrence or reasonable apprehension of any of the following events: an act of god; an act of public enemy; acts of governmental bodies or agencies (foreign or domestic); sabotage; an act of war (whether or not declared); terrorism; riot; fire; floods; explosions or other catastrophes; epidemics, pandemics, or quarantine restrictions; labour unrest or labour shortages; accident; freight embargoes; delays occasioned by carriers or port authorities; an inability to procure any licence, permit, permission, or authority; an inability to obtain materials, goods, equipment, services, utilities, or labour; import or export restrictions imposed by any governmental authority; disruptions to digital or electronic infrastructure, communications networks, or automated systems; or any other fortuitous event, for the period of time occasioned by any such occurrence.

PART X — ASSIGNMENT AND SUCCESSORS

22. All rights and obligations of MBG and companies and buyer set out in this agreement shall inure to the benefit of and be binding upon their respective successors and permitted assigns. MBG and companies only may transfer all or part of the rights and obligations set out in this agreement to its affiliates, subsidiaries, or any other legal entities that it designates, without buyer’s consent. Buyer may not assign or transfer any of its rights or obligations under this agreement without the prior written consent of MBG and companies.

PART XI — GOVERNING LAW

23. This agreement is subject to and shall be construed in accordance with the laws of the state of Florida, United States of America, without regard to its conflict of laws principles. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

PART XII — ELECTRONIC MESSAGING AND PRICE COMMUNICATIONS

24. MBG and companies may distribute product availability, pricing information, offers, and other commercial communications to buyer via electronic messaging platforms including but not limited to WhatsApp, email, and other digital channels (collectively, “electronic communications”). Buyer acknowledges that by receiving and acting on electronic communications from MBG and companies, buyer agrees to the terms of this agreement. Electronic communications shall not in themselves constitute a binding offer or sales confirmation unless expressly stated as such and confirmed by a duly authorised representative of MBG and companies.

25. All prices communicated via electronic messaging are indicative only and subject to change without notice until a formal sales confirmation is issued and acknowledged by an authorised representative of MBG and companies. Prices are quoted in United States Dollars (USD) per pound (LB) unless otherwise expressly stated in the communication. MBG and companies shall not be liable for errors, omissions, or delays in the transmission of price information via electronic channels. In the event of any discrepancy between an electronic communication and a formal sales confirmation, the sales confirmation shall prevail in all respects.

26. By providing their contact details and/or mobile number to MBG and companies, buyer expressly consents to receive commercial electronic communications from MBG and companies via electronic messaging platforms. Buyer may opt out of such communications at any time by notifying MBG and companies in writing. Opting out of electronic communications does not affect any existing contractual obligations of buyer under a sales confirmation already in force.

27. MBG and companies does not warrant that electronic communications will be uninterrupted, timely, secure, or free of errors. MBG and companies shall not be held responsible for the failure of any third-party messaging platform, telecommunications provider, or internet service to deliver communications. Buyer is responsible for maintaining functional and accessible contact details on file with MBG and companies at all times and for promptly notifying MBG and companies of any change to such details.

PART XIII — PLATFORM AND SYSTEM USE

28. MBG and companies may provide buyer and/or buyer’s authorised representatives with access to an electronic trading and communications platform (the “platform”). Access to the platform is granted on a non-exclusive, non-transferable, revocable basis solely for the purpose of viewing product offerings and price information, and submitting purchase inquiries in connection with this agreement. Buyer shall not share, transfer, or sublicense access credentials to any third party and shall be responsible for all activity conducted under buyer’s access credentials.

29. Buyer acknowledges that the platform may employ automated systems, artificial intelligence, and algorithmic tools to generate product recommendations, pricing suggestions, translated content, and other information (collectively “automated content”). All automated content is provided for informational purposes only. MBG and companies does not warrant the accuracy, completeness, or fitness for purpose of any automated content and shall not be liable for any losses arising from buyer’s reliance on automated content in the absence of a formal sales confirmation issued by an authorised representative of MBG and companies.

30. Buyer shall not:

(a) Use the platform for any unlawful purpose or in violation of any applicable law or regulation;

(b) Attempt to reverse-engineer, scrape, copy, replicate, or otherwise exploit any part of the platform or its underlying technology;

(d) Use the platform to solicit, distribute, or share pricing information to or with third parties without the express prior written consent of MBG and companies; or

(e) Attempt to gain unauthorised access to any part of the platform or its associated systems.

MBG and companies reserves the right to suspend or terminate platform access without notice for any violation of this clause 30.

31. MBG and companies does not guarantee that the platform will be available at all times or free from interruptions, errors, or security vulnerabilities. MBG and companies reserves the right to suspend, modify, or discontinue the platform or any of its features at any time without liability to buyer. Buyer’s inability to access the platform shall not constitute a valid reason to delay, reduce, or cancel any obligations under an existing sales confirmation.

32. All content, data, pricing information, product taxonomy, trade names, trademarks, software, and other materials made available through the platform are and shall remain the exclusive intellectual property of MBG and companies or its respective licensors. Nothing in this agreement shall be construed as granting buyer any ownership interest or license in or to any such intellectual property beyond the limited access right set out in clause 28. Buyer shall promptly notify MBG and companies of any suspected unauthorised use of the platform or its content.

PART XIV — DATA PROTECTION AND PRIVACY

33. MBG and companies will collect, store, and process personal data provided by buyer (including but not limited to names, contact details, and business information) solely for the purposes of:

(a) Performing its obligations under this agreement;

(b) Communicating product availability and pricing information;

(d) Fulfilling applicable legal and regulatory requirements, including export compliance and tax reporting obligations.

MBG and companies will not sell or transfer personal data to unaffiliated third parties without buyer’s express consent, except as required by law or as strictly necessary to execute a transaction (e.g., freight forwarders, customs brokers, financial institutions, and government authorities).

34. MBG and companies will maintain commercially reasonable technical and organisational measures to protect personal data against unauthorised access, loss, alteration, or disclosure. In the event of a data breach materially affecting buyer’s personal information, MBG and companies will notify buyer within a commercially reasonable timeframe and take appropriate remedial action. MBG and companies will comply with applicable data protection laws including, to the extent applicable, the Florida Digital Bill of Rights, Mexico’s Federal Law on Protection of Personal Data Held by Private Parties (LFPDPPP), and any other applicable national data protection regulations.

PART XV — ELECTRONIC ACCEPTANCE AND RECORD RETENTION

35. Buyer agrees that acceptance of a sales confirmation may be communicated via email, electronic messaging platform, or through the platform (including by clicking an “accept” or equivalent button or by responding affirmatively via electronic message), and that such electronic acceptance shall have the same legal force and effect as a handwritten signature, in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Florida Electronic Signatures Act. A record of such electronic acceptance maintained by MBG and companies shall be admissible as evidence of buyer’s agreement in any arbitration or legal proceeding.

36. MBG and companies shall maintain records of all sales confirmations, electronic acceptances, and material communications for a minimum period of seven (7) years from the date of the relevant transaction. Buyer acknowledges that such records may be used as evidence in the event of a dispute and that buyer shall cooperate in producing any communications or records in buyer’s possession that are relevant to a dispute under this agreement.

Notice of incorporation by reference

These terms and conditions are published on the MBG Trading International, Inc. website and are incorporated by reference into every sales confirmation and invoice issued by MBG and companies. The current version of these terms and conditions is available at the URL or link referenced on the applicable sales confirmation or invoice. MBG and companies reserves the right to update these terms and conditions from time to time. The version in effect on the date a sales confirmation is issued shall govern that transaction.

By signing, countersigning, or electronically approving any sales confirmation or invoice issued by MBG and companies that references these terms and conditions, buyer conclusively acknowledges that it has had the opportunity to read and review these terms and conditions in full, and irrevocably agrees to be bound by them. The absence of a separate signature on these terms and conditions does not affect their binding force and effect on buyer.

If buyer does not agree to these terms and conditions, buyer must notify MBG and companies in writing before signing or approving any sales confirmation or invoice, and must refrain from accepting delivery of any product. Continued engagement in transactions with MBG and companies after receipt of notice of these terms and conditions shall constitute acceptance thereof.

MBG Trading International, Inc. | 66 West Flagler Street, Suite 900-8179, Miami, FL 33130 | Tel: +1.305.393.8751

Conditions internationales de vente et d’achat.