Terms of sale (B2B export)

Model to be validated by a lawyer. These terms of sale (T&Cs) constitute a model applicable to sales of bulk and packaged olive oil between professionals (B2B), for export. They must be adapted, completed ([to be completed] / ) and validated by legal counsel before any contractual use.

Article 1 — Scope

These T&Cs govern the sales of products (bulk, packaged or private-label olive oils) concluded between [company name to be completed] (hereinafter "the Seller") and any professional buyer (hereinafter "the Buyer"). They apply to the exclusion of any other conditions, in particular the Buyer's general purchasing conditions, unless otherwise agreed in writing. Any order implies unreserved acceptance of these T&Cs.

Article 2 — Offer and order

The information appearing on the site has no contractual value. Only a written commercial offer (quote, proforma or contract) issued by the Seller binds the latter, within the limit of its stated period of validity [default period to be completed — e.g. 15 days].

The order is deemed firm after written confirmation by the Seller and, where applicable, receipt of the agreed deposit. Any modification requested by the Buyer is subject to the Seller's written agreement.

Article 3 — Specifications and quality

The products conform to the specifications agreed in the offer (category, acidity, analytical parameters, certifications, format). The Seller may provide, per batch, analyses carried out by a [to be specified] laboratory. As the characteristics of olive oil relate to a natural product, slight organoleptic or analytical variations within the agreed tolerances do not constitute a non-conformity.

Article 4 — Prices

Prices are expressed in [currency to be completed — e.g. EUR / USD], excluding taxes, and are understood according to the incoterm agreed in the offer. Unless otherwise stated, prices do not include customs duties, import taxes, bank charges and insurance, which are payable by the Buyer. Given the volatility of the olive oil market, prices are firm only for the period of validity of the offer.

Article 5 — Incoterms

Sales are made according to the Incoterms® 2020 of the International Chamber of Commerce (ICC), the applicable incoterm being specified in the offer. The Seller offers in particular:

  • EXW (Ex Works) — departure from the Seller's warehouse [place to be completed];
  • FCA (Free Carrier);
  • FOB (Free On Board) — port of loading [to be completed — e.g. Sfax / Radès];
  • CFR (Cost and Freight);
  • CIF (Cost, Insurance and Freight) — agreed port of destination.

The chosen incoterm determines the allocation of costs, risks and documentary obligations between the parties. Failing any stipulation, the sale is deemed concluded FOB at the agreed Tunisian port.

Article 6 — Payment

Unless special conditions are agreed in writing, the payment terms are as follows:

  • Deposit: [percentage to be completed — e.g. 30%] on ordering;
  • Balance: according to the agreed instrument (bank transfer, documentary credit / irrevocable letter of credit, or other) [to be completed].

Any late payment may result in the application of late-payment penalties at the rate of [to be completed], as well as the suspension of ongoing deliveries, without prejudice to the Seller's other rights. Bank charges relating to international payment are payable by the Buyer.

Article 7 — Delivery and transport

Delivery times are given for information only. A delay cannot give rise to cancellation, indemnity or penalty, except by the Seller's express written commitment. The transfer of risk takes place in accordance with the agreed incoterm.

On receipt, the Buyer must verify the conformity and condition of the goods. Any reservation relating to an apparent defect, a shortage or damage must be made in writing within a period of [to be completed — e.g. 7 days] following receipt, failing which the products are deemed accepted.

Article 8 — Retention of title

The Seller retains ownership of the delivered goods until full payment of the price, in principal, costs and accessories. The transfer of risk nevertheless takes place according to the agreed incoterm, independently of the transfer of ownership. In the event of non-payment, the Seller may reclaim the goods, without prejudice to any other action.

Article 9 — Force majeure

The liability of a party cannot be engaged in the event of non-performance due to an event of force majeure: natural disaster, major climatic event affecting the harvest, strike, embargo, customs or administrative restriction, logistical blockage, among others. The affected party informs the other as soon as possible.

Article 10 — Liability and warranties

The Seller's warranty is limited to the replacement or refund of products recognised as non-conforming to the agreed specifications, to the exclusion of any indirect damage. It is the Buyer's responsibility to ensure that the products comply with the regulations in force on its destination market.

Article 11 — Applicable law and dispute resolution

These T&Cs are governed by [to be completed] law. In the event of a dispute, the parties will endeavour to find an amicable solution. Failing this, the dispute will be settled:

  • either by arbitration according to the rules [arbitration institution to be specified — e.g. ICC arbitration rules], seat and language of the arbitration to be agreed;
  • or before the competent courts designated [to be completed].

The applicable clause (arbitration or state jurisdiction) is specified in the particular contract.

Document drawn up in July 2026. Model to be validated by a lawyer before any contractual use. See also the legal notice, the privacy policy and the quote form.