01Who these terms apply to
Iguazu Fragancias SL, trading as Iguazu Trading, sells exclusively to business buyers — importers, wholesalers, cash-and-carry operators, retail groups, regional distributors and export houses. We do not sell to consumers, and consumer distance-selling rules do not apply to our contracts.
By placing an order you confirm that you are acting in the course of a business and that you are authorised to bind the company named on the order.
02Quotations and their validity
A quotation is an invitation to deal, not a binding offer, unless it expressly states otherwise. Quotations are issued against allocation available at the time of writing and are valid for the period stated on the document — where no period is stated, for seven calendar days.
Prices are quoted per the agreed Incoterm and order structure. A change to the format, order quantity, destination, Incoterm or requested certificates changes the basis of the quotation, and we will re-quote rather than adjust silently.
03Orders, pro-forma and confirmation
An order becomes binding when we issue a pro-forma invoice and you accept it in writing, or when we despatch against your written purchase order — whichever happens first.
The pro-forma is the controlling specification document. It records the brands and variants, production origin, fill size and pack construction, quantities by case and pallet, the Incoterm and named place, the payment terms, and the documents that will travel with the consignment. Where anything on your purchase order conflicts with the pro-forma, the pro-forma governs.
04Allocation and availability
FMCG stock is allocation-driven. Availability confirmed at quotation is not reserved until the pro-forma is accepted and, where prepayment applies, funds are received.
If allocation is lost between quotation and confirmation, we will tell you promptly and offer the nearest equivalent specification, a revised delivery window, or cancellation with a full refund of anything already paid for the affected lines. We are not liable for onward losses arising from an allocation shortfall notified before despatch.
05Specification, market version and labelling
Branded FMCG is produced under licence for particular markets. Fill sizes, multipack construction, deposit and recycling marks, ingredient wording and label language differ between production countries even where the trademark is identical.
We supply EU-produced stock in EU metric fill sizes with EU-format labelling unless the pro-forma states otherwise. It is the buyer’s responsibility to confirm that the specification offered satisfies the labelling, ingredient, allergen and registration rules of the destination market. Tell us the destination and the label rule you work to at enquiry, and we will confirm which version is on offer before you commit.
06Shelf life and batch coding
Goods are supplied in the manufacturer’s original packaging with batch coding and best-before or expiry dating intact. Remaining shelf life at despatch varies by product and allocation and is confirmed on the pro-forma. Where you require a minimum remaining shelf life, state it at enquiry so it can be built into the offer; a shelf-life requirement raised after confirmation cannot be applied retrospectively.
07Title and risk
Risk passes in accordance with the agreed Incoterm 2020 rule stated on the pro-forma.
Title to the goods does not pass until we have received cleared funds in full for the consignment concerned, notwithstanding that risk may already have passed. Until title passes you must keep the goods identifiable, store them appropriately, and not pledge or charge them.
08Resale, territory and brand rights
We sell genuine brand-owner stock sourced inside the European Union. We are not a licensee, appointed agent or authorised representative of any brand owner, and we grant no trademark rights.
You are responsible for ensuring that your onward resale, including into any particular territory, complies with applicable trademark, competition, parallel-trade and product-registration law in that territory. You may not repack, relabel, over-sticker or alter the goods in any way that misrepresents their origin, specification or brand owner.
09Cancellation and amendment
Once a pro-forma is accepted, orders may be amended or cancelled only with our written agreement. Where stock has been allocated, picked, consolidated or booked with a carrier, we may recover the direct costs already incurred, including picking, storage, re-handling and any carrier cancellation charge.
10Liability
Our aggregate liability in respect of any consignment is limited to the invoice value of that consignment. We are not liable for indirect or consequential loss, including loss of profit, loss of contract, loss of goodwill, demurrage, detention, or costs arising from delay at the destination port.
Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot lawfully be limited.
11Force majeure
Neither party is liable for failure or delay caused by events beyond its reasonable control, including port congestion, carrier failure or blank sailings, industrial action, customs or border closure, sanctions, extreme weather, manufacturer allocation withdrawal, or interruption of energy or transport networks. Where such an event continues for more than sixty days, either party may cancel the affected lines without further liability.
12Governing law and jurisdiction
These terms and any contract formed under them are governed by Spanish law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
The Courts and Tribunals of Madrid have exclusive jurisdiction, save that we may bring proceedings to recover sums due in any court having jurisdiction over the buyer.