PURCHASE ORDER PAYMENT TERMS AND CONDITIONS

These Payment Terms and Conditions ("Terms") govern the sale of semi-finished chocolate products ("Goods") by GRUPO LIELSA, SRL ("Seller") to any purchaser ("Buyer") who submits a Purchase Order ("PO"). By placing a PO, Buyer agrees to be bound by these Terms.

1. Payment Terms

1.1. Payment is due within 10 days from the invoice date unless otherwise agreed in writing.

1.2. All payments shall be made in U.S. Dollars (USD) or Dominican Peso (DOP) via bank transfer, ACH, or wire to the account specified by the Seller.

1.3. Any applicable sales tax, excise tax, import duties, and shipping or handling fees are the sole responsibility of the Buyer, unless explicitly stated otherwise in the invoice.

2. Late or Non-Payment

2.1. A finance charge of 1.5% per month (18% annualized) will be assessed on all past due balances.

2.2. If payment is not received within 15 days after the due date, Seller may:

  • Suspend or cancel current or future deliveries;
  • Terminate the Purchase Order or any existing supply agreement;
  • Report delinquency to credit bureaus or trade registries;
  • Initiate legal or collection action, with Buyer responsible for all recovery costs, including attorney’s fees, court costs, and collection agency fees.

3. Credit Terms

3.1. Seller may extend credit at its sole discretion, subject to approval based on Buyer’s financial condition.

3.2. Buyer agrees to submit updated financial statements upon request and acknowledges that credit terms may be revised or revoked at any time.

3.3. If Buyer exceeds the approved credit limit or becomes delinquent, Seller may require advance payment or suspend shipments.

4. Retention of Title

4.1. Title to the Goods remains with Seller until full payment is received and cleared.

4.2. Buyer shall store all unpaid Goods separately, label them clearly as Seller’s property, and refrain from pledging, reselling, or disposing of them before ownership has transferred.

5. Force Majeure

Seller shall not be liable for delays or failure in performance due to events beyond its control, including but not limited to: acts of God, natural disasters, strikes, pandemics, governmental orders, or supply chain disruptions. In such cases, Seller’s obligations shall be suspended for the duration of the event.

6. Dispute Resolution and Arbitration

6.1. The seat of arbitration shall be Santo Domingo, Dominican Republic, and the proceedings shall be conducted in Spanish.

6.2. The arbitration award shall be final and binding, and judgment may be entered in any court of competent jurisdiction, including courts in the Dominican Republic.

6.3. Notwithstanding the above, either party may seek temporary injunctive relief in the courts of the Dominican Republic to preserve rights or prevent irreparable harm.

7. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Dominican Republic, without regard to conflicts of law principles.

8. Severability and Waiver

If any provision is found unenforceable or invalid under Dominican Republic law, it shall not affect the validity of the remaining provisions. No waiver of any term shall be effective unless in writing and signed by an authorized representative of the waiving party.

9. Entire Agreement

These Terms, along with the Purchase Order and any applicable written agreement between the parties, represent the entire agreement and supersede all prior discussions or negotiations concerning payment terms.