General Terms and Conditions of Sale

General Terms and Conditions of Sale (GTC)

Last updated: July 2026

1. Purpose and Scope

These General Terms and Conditions of Sale govern the sale of products by Vanilla MG Export, operating under the trade name Vanilla MG, a company established in Madagascar.

They apply to orders placed on the website www.vanilla.mg, by quote, invoice, email, telephone, WhatsApp, or any other means of communication accepted by Vanilla MG.

These GTC are primarily intended for professional buyers, including importers, distributors, resellers, manufacturers, restaurateurs, and artisans.

All orders imply full and unreserved acceptance of these GTC. Any specific conditions mentioned in the quote, invoice, or commercial contract shall prevail over these GTC in the event of any conflict.

2. Products

Vanilla MG sells, in particular:
Bourbon vanilla beans from Madagascar;
vanilla extract;
Vanilla powder;
Vanilla caviar;
Vanilla paste;
Peppers and spices from Madagascar;

Other natural products authorized for export.

The essential characteristics, quality, grade, size, moisture content, packaging, and quantity are specified in the quotation, invoice, or corresponding technical data sheet.

Due to their agricultural and natural origin, the products may exhibit slight variations in color, shape, length, weight, texture, aroma, moisture content, or vanillin content depending on the harvest. These natural variations do not constitute a defect when they remain within the agreed specifications.

The photographs, illustrations, and presentations published on the website or in the catalogs are for illustrative purposes only and are not contractually binding.

3. Quotations and Availability

Unless otherwise indicated, quotations are valid for the period specified therein. Unless otherwise specified, their validity is limited to fifteen calendar days from their date of issue.

Prices and availability may vary depending on harvests, desired quality, volumes, packaging, logistics costs, and market conditions.

Submitting a request for a quote does not constitute a firm order. Vanilla MG only guarantees product availability after written confirmation of the order and receipt of the agreed payment or deposit.

4. Orders

An order becomes firm after:

written acceptance of the quote or invoice by the buyer;
validation of the product and packaging specifications;
receipt of the agreed payment or deposit;
written confirmation from Vanilla MG.

The buyer is responsible for the accuracy of the information provided, including their identity, contact details, delivery address, tax identification number, importer number, and, where applicable, their EORI number.

Vanilla MG may refuse or suspend an order in the event of:

incomplete or manifestly incorrect information;
product unavailability;
default or delay in payment;
risk of fraud;
regulatory or logistical impossibility;
unresolved dispute concerning a previous order;

any other legitimate reason.

5. Modification and Cancellation

Any request for modification or cancellation must be submitted in writing and expressly accepted by Vanilla MG.

Once an order is already being prepared, packaged, customized, prepared according to the buyer's instructions, or handed over to the carrier, it can no longer be canceled without the written agreement of Vanilla MG.

Expenses already incurred, particularly for sourcing, preparation, analysis, customized packaging, export documents, and transport, may be retained or invoiced.

6. Prices

The applicable prices are those indicated in the accepted quote or invoice. Unless otherwise stated, prices are expressed in euros (EUR). They may also be quoted in another currency agreed upon by the parties.

The quote or invoice specifies, in particular:

the price of the products;
the quantities;
the packaging;
any included shipping costs;
the applicable Incoterm;
the taxes or fees borne by each party.

Unless otherwise agreed in writing, customs duties, import taxes, clearance fees, storage fees, destination inspections, and other charges imposed in the country of import remain the responsibility of the buyer.

7. Payment Terms

The payment terms, schedule, and contact details are indicated on the quote or invoice.

Depending on the nature of the order, Vanilla MG may require:

full payment before preparation or shipment;
a ​​deposit upon order confirmation;
payment of the balance before shipment;
or any other payment terms agreed upon in writing.

Bank charges and transfer fees are the responsibility of the buyer, unless otherwise agreed in writing. The amount received by Vanilla MG must correspond to the total amount indicated on the invoice.

Preparation or shipment can only begin after confirmation of receipt of funds.

In the event of late or non-payment, Vanilla MG may suspend preparation, withhold shipment, or cancel the order, without prejudice to its right to claim any sums due and costs already incurred.

8. Retention of Title

The products remain the property of Vanilla MG until full payment of the order, including any additional charges.
This retention of title does not preclude the transfer of risk in accordance with the agreed Incoterm.

9. Export and Buyer's Obligations

Before confirming their order, the buyer must verify that they have all the necessary authorizations to import, market, process, or resell the products in the destination country. It is the buyer's responsibility to verify, in particular:
the applicable sanitary and phytosanitary regulations;
import authorizations and licenses;
customs requirements;
labeling and packaging obligations;
standards applicable to resale or processing;
and any restrictions specific to the country of destination.

Vanilla MG provides the documents agreed upon in the quote or invoice. Any additional document, certificate, analysis, or formality requested after order confirmation may incur additional costs and delays.
Vanilla MG cannot be held liable for any import refusal, customs blockage, or seizure resulting from a failure by the buyer to comply with these obligations.

10. Shipping and Delivery

The delivery terms are determined by the Incoterm expressly indicated in the quote or invoice, along with the designated location and the mention "Incoterms® 2020".
The agreed Incoterm determines, in particular, the allocation of costs, formalities, and risks between Vanilla MG and the buyer. Incoterms® rules precisely define the respective responsibilities of the parties in international trade. Official reference of the International Chamber of Commerce.

Preparation and delivery times are estimates only, unless otherwise agreed in writing. They begin after:

receipt of the agreed payment;

confirmation of all order details;
receipt of the necessary information and documents.
Vanilla MG cannot be held liable for delays caused by the carrier, customs, inspections, public authorities, weather conditions, or any event reasonably beyond its control.

11. Transfer of Risk and Insurance

The transfer of risk occurs in accordance with the Incoterm indicated in the quotation or invoice.

When transport insurance is not included in the Incoterm or the commercial offer, the buyer is responsible for obtaining insurance covering the loss, theft, delay, or damage to the goods.

Acceptance of a package by the carrier without reservation does not constitute a guarantee of delivery to the destination once the transfer of risk has already occurred.

12. Inspection upon Receipt

The buyer must inspect the goods immediately upon receipt, including:
the external condition of the packages;
the number of packages received;
the weight and quantities;
the product references;
the condition of the packaging;
the apparent conformity of the products.

In the event of a damaged, opened, or incomplete package, the buyer must note specific reservations on the carrier's delivery document and retain all relevant evidence.

Any claim must be submitted in writing to Vanilla MG within a maximum of five business days following receipt. It must include:

the order or invoice number;

A precise description of the problem;
photographs of the packages, packaging, labels, and products;
the weight or quantity involved;
a copy of any reservations made with the carrier, if applicable.

The buyer must keep the products and packaging in question to allow for verification. No product may be destroyed, returned, or altered without the prior written consent of Vanilla MG.

13. Handling of Complaints

When a non-conformity attributable to Vanilla MG is established, Vanilla MG may offer, depending on the situation:

replacement of the products concerned;

issuance of a credit note;
partial or full refund of the products found to be non-compliant;
any other solution agreed upon in writing.
Return shipping costs are covered by Vanilla MG only after its written authorization.
A complaint does not allow the buyer to suspend payment of the undisputed amounts.

14. Quality, Storage, and Use

Vanilla MG guarantees that the products conform to the specifications accepted at the time of shipment.
After the transfer of risk, the buyer is responsible for ensuring that the products are transported, stored, and used under appropriate conditions.
The warranty does not cover damage or alterations resulting from, in particular:

improper storage;

excessive exposure to heat, humidity, air, or light;
opened or damaged packaging after delivery;
a break in the storage chain;
mishandling or misuse;
transformation carried out by the buyer or a third party;
failure to follow the recommendations provided.

15. Force Majeure

Vanilla MG cannot be held liable for any delay or failure to perform resulting from an unforeseeable event beyond its control, including, but not limited to:
natural disaster or exceptional weather event;
fire, flood, or epidemic;
Conflict, war, embargo, or civil unrest;
strike or disruption of transportation;
closure of a port or airport;
exceptional shortage of raw materials;
administrative decision or regulatory change;
interruption of banking, IT, energy, or logistics services.
The performance of the obligations concerned is suspended for the duration of the event. If the situation persists, the parties will seek a reasonable solution.

16. Limitation of Liability

To the extent permitted by applicable law, Vanilla MG's total liability is limited to the pre-tax amount of the products directly affected by the claim.
Vanilla MG shall not be liable for indirect damages, including but not limited to:
loss of revenue;
loss of profits or customers;
loss of business;
loss of commercial opportunity;
indirect damage to brand image;
costs incurred without prior authorization.
This limitation does not apply where prohibited by mandatory legal provisions.

17. Intellectual Property

The texts, photographs, illustrations, videos, logos, trademarks, catalogs, technical specifications, and content on www.vanilla.mg are protected and remain the property of Vanilla MG or their respective owners.
Any reproduction, modification, distribution, or commercial use without prior written authorization is prohibited.

18. Personal Data

Personal data collected in connection with quote requests and orders is processed in accordance with the Privacy Policy available on the website.

19. Electronic Communications and Evidence

Quotes, invoices, confirmations, emails, WhatsApp messages, payment records, and documents transmitted electronically may be used as evidence of exchanges, agreements, and transactions between the parties.
The buyer must promptly inform Vanilla MG of any changes to their contact information.

20. Applicable Law and Dispute Resolution

These General Terms and Conditions of Sale and the sales contracts concluded with Vanilla MG are governed by the laws of the Republic of Madagascar, subject to any applicable mandatory provisions.
In the event of a dispute, the parties agree to seek an amicable solution first.
Failing an amicable agreement, the dispute will be submitted to the competent courts of Madagascar, unless otherwise required by law or agreed to in writing by the parties.

21. Severability

If any provision of these Terms and Conditions is declared invalid or unenforceable, the remaining provisions shall remain in full force and effect.

22. Language

These Terms and Conditions may be translated into several languages. In the event of any discrepancy in interpretation, the French version shall prevail, unless otherwise agreed in writing.

23. Amendment of the Terms and Conditions

Vanilla MG may amend these Terms and Conditions at any time. The version applicable to an order is the one accepted by the buyer at the time of its confirmation.
The most recent version is available at www.vanilla.mg.

24. Contact

Vanilla MG

Block 18/2, 67 Ha Northwest
Analamanga 101, Antananarivo – Madagascar
Telephone and WhatsApp: +261 34 53 186 36
Email: export@vanilla.mg
Website: www.vanilla.mg