EN
General terms and conditions of sale and services
1. Purpose and scope
These General Terms and Conditions of Sale and Services, hereinafter the “Terms”, set out the conditions under which AGROFOREST MONITORING AGENCY S.A.C. provides services to its business clients.
They apply, in particular, to documentary verification, field verification, supply chain traceability, collection and structuring of evidence, volume consistency checks, quality control, post-import monitoring and related services defined in quotations, commercial proposals, assignment instructions or contracts.
The Terms are communicated or made available to the client before the contract is formed. Accepting a quotation, commercial proposal, assignment instructions or contract referring to these Terms constitutes their acceptance by the client.
The specific conditions in the quotation, commercial proposal, assignment instructions or contract specify, in particular, the scope, deliverables, price, timeframes and arrangements for each service. In the event of conflict, those specific conditions prevail over these Terms.
Any contrary or additional condition proposed by the client applies only after written acceptance by AGROFOREST MONITORING AGENCY S.A.C.
2. Service provider identification
Services are offered by:
AGROFOREST MONITORING AGENCY S.A.C.
A closed joint-stock company incorporated under Peruvian law — Sociedad Anónima Cerrada
Trade name: AGROFOREST
RUC: 20613019970
Tax domicile:
Jr. Tacna n.º 1265, Res. Oyague
Magdalena del Mar, Lima, Peru
Email address: contact@agroforest.agency
AGROFOREST MONITORING AGENCY S.A.C. is represented by Peter Salamon Jacobi, in his capacity as Gerente General and legal representative.
3. Business clients and no online sales
The services of AGROFOREST MONITORING AGENCY S.A.C. are intended exclusively for individuals or legal entities acting in the course of their professional activities, including importers, exporters, traders, manufacturers, operators, specialist firms, organisations and institutions.
They are not offered to consumers acting for personal purposes or outside their professional activities.
The website www.agroforest.agency presents the business and enables contact. It does not allow users to order a service, automatically enter into a contract or make an online payment.
Submitting an enquiry through the contact form, email or any other means constitutes neither an order, acceptance of an assignment nor a contractual commitment by AGROFOREST MONITORING AGENCY S.A.C.
Each service is subject to a quotation, commercial proposal, assignment instructions or contract specifying its particular conditions.
4. Formation of the contract
Each service is preceded by a quotation, commercial proposal, assignment instructions or contract prepared by AGROFOREST MONITORING AGENCY S.A.C.
The contract is formed when the client:
– accepts the contractual document in writing;
– accepts these Terms to which that document refers;
– and pays the required advance payment, unless different arrangements are expressly specified.
Acceptance may result, in particular, from a handwritten or electronic signature, return by email with express agreement, or a purchase order incorporating the proposed conditions.
AGROFOREST MONITORING AGENCY S.A.C. is required to start the service only after receiving the agreed advance payment and minimum information identifying the exporter and operation concerned. Document collection, access arrangements and exchanges with supply chain participants form part of the assignment entrusted to AGROFOREST MONITORING AGENCY S.A.C.
Any change to scope, deliverables, sites, timeframes or financial conditions requires written agreement between the parties. It may lead to an additional quotation or amendment.
AGROFOREST MONITORING AGENCY S.A.C. reserves the right to decline an assignment where available information is insufficient, necessary conditions are not met, a conflict of interest is identified or the request appears contrary to the law, personnel safety or the company’s independence principles.
5. Definition and scope of the assignment
Each assignment’s nature and scope are exclusively those described in the quotation, commercial proposal, assignment instructions or contract accepted by the client.
Depending on the service ordered, the scope may specify, in particular:
– the companies, suppliers or supply chain participants concerned;
– concessions, plots, processing units, warehouses or other sites to examine;
– relevant products, species, volumes, lots, shipments or containers;
– documents and periods covered by checks;
– planned documentary or field checks;
– deliverables for the client;
– any additional services, including volume checks, quality control or post-import monitoring.
A check performed for a particular company, plot, period, shipment, lot or container cannot automatically be extended to other operations outside the contractual scope.
The findings and conclusions of AGROFOREST MONITORING AGENCY S.A.C. are based on accessible information, documents provided, checks actually performed and the situation observed on the assignment date.
Any additional service required by an extension of scope, discovery of new participants, examination of additional documents, a new field visit or a change to the operation originally presented may be charged additionally with the client’s prior agreement.
6. Client obligations and cooperation
To enable the assignment, the client provides AGROFOREST MONITORING AGENCY S.A.C. with the identity and contact details of the exporter from whom it intends to buy or has ordered the relevant products.
As far as the information is available when ordering, the client specifies the nature of the products, lot, shipment or container covered by the assignment.
Using this information, AGROFOREST MONITORING AGENCY S.A.C. contacts the exporter directly and, where necessary, suppliers, forestry rights holders, carriers, processing units, warehouses and other relevant supply chain participants.
AGROFOREST MONITORING AGENCY S.A.C. determines the information and documents needed for the checks within the assignment’s scope and requests them directly from the parties concerned.
This information and documentation may concern, in particular:
– identifying companies and chain participants;
– product origin and applicable forestry rights or permits;
– harvesting, transport, processing, storage and export operations;
– relevant lot, volume, shipment or container references;
– commercial, administrative, forestry, customs or logistics documents useful for traceability;
– permissions and arrangements for accessing plots, concessions, processing units, warehouses or other sites to be checked.
The client is not required to hold or personally provide traceability documents belonging to the exporter or other chain participants. Nor is it deemed to guarantee the accuracy, completeness or authenticity of information those parties provide directly to AGROFOREST MONITORING AGENCY S.A.C.
The client nevertheless undertakes to provide in good faith the information it holds on the operation and inform AGROFOREST MONITORING AGENCY S.A.C. of any change, difficulty or anomaly that comes to its attention during the assignment.
If the exporter or another chain participant refuses to respond, fails to provide requested documents, supplies insufficient information or does not allow access needed for checks, AGROFOREST MONITORING AGENCY S.A.C. informs the client.
In such a situation, AGROFOREST MONITORING AGENCY S.A.C. may:
– continue the assignment within the limits of information actually accessible;
– state in its report what information could not be obtained or verified;
– limit the scope of its findings and conclusions;
– suspend or terminate the assignment where essential checks cannot be performed.
Work already performed and expenses already incurred remain payable. Any additional intervention or expense required by resumption, a new visit or late information may be subject to a supplementary financial proposal requiring the client’s prior agreement.
7. Service prices
Service prices depend on the nature, scope, complexity and conditions of each assignment.
They are specified in the quotation, commercial proposal, assignment instructions or contract sent to the client.
Unless otherwise stated, prices exclude tax and are expressed in euros — EUR or US dollars — USD. The applicable currency is specified in the contractual document.
Any applicable taxes, duties, withholdings or other charges are handled under tax rules applicable to the operation and stated on the invoice where AGROFOREST MONITORING AGENCY S.A.C. must charge or declare them.
The agreed price covers only the services, companies, sites, documents, products, lots, shipments, containers, checks and deliverables expressly included in the contractual scope.
Any extension of scope, new visit or additional check may lead to a supplementary financial proposal requiring the client’s acceptance before performance.
Unless otherwise stated in the contractual document, no discount is granted for early payment.
8. Assignment-related expenses
The quotation, commercial proposal, assignment instructions or contract specifies which expenses are included in the service price.
Depending on the assignment’s nature and location, the price may include or exclude:
– travel by land, river or air;
– personnel accommodation and meals;
– access costs for plots, concessions, facilities or other sites;
– local experts, technicians or professionals;
– analyses, translations, document reproduction or specific formalities;
– exceptional security costs or unforeseen logistical constraints.
Expenses not reasonably foreseeable when the quotation was prepared are incurred on the client’s behalf only after informing it and obtaining prior agreement, except in an emergency concerning personnel safety or safeguarding ongoing operations.
Where travel, a visit or an intervention must be repeated because of:
– refusal or impossibility of access;
– absence of an expected contact;
– late provision of documents or information;
– changes to the shipment, lot, container or supply chain;
– or any other circumstance beyond AGROFOREST MONITORING AGENCY S.A.C.,
the client is informed of corresponding additional costs and, where necessary, receives a supplementary financial proposal requiring its agreement.
9. Invoicing and payment terms
Unless specific conditions are set out in the quotation, commercial proposal, assignment instructions or contract, payment follows this schedule:
– 50% on acceptance of the contractual document, as an advance payment;
– 50% before delivery of the final report or deliverables.
The advance payment is invoiced on acceptance of the assignment.
AGROFOREST MONITORING AGENCY S.A.C. is required to start information collection, contacts, checks or organisation of interventions only after the advance payment has cleared and minimum information identifying the exporter and operation has been received.
The balance invoice is issued before delivery of the final report or deliverables. Unless otherwise agreed in writing, these are delivered after full payment has cleared.
For certain services, the contractual document may require full payment on ordering, interim invoices or a different schedule.
Invoices are payable by bank transfer in the stated currency to the account details provided by AGROFOREST MONITORING AGENCY S.A.C.
Unless otherwise stated on the quotation or invoice, invoiced sums are payable on receipt.
Charges made by the client’s bank or intermediary banks are borne by the client unless otherwise agreed in writing. The client must use the transfer arrangements indicated in the invoicing documents.
Payment is deemed made when funds are actually and irrevocably credited to the bank account provided by AGROFOREST MONITORING AGENCY S.A.C.
The client may not unilaterally suspend, reduce or set off a sum due because of an alleged complaint or claim, unless agreed in writing between the parties or permitted by an applicable court decision.
10. Late or non-payment
Any amount unpaid by the due date stated on the invoice incurs late-payment interest from the following day, without any reminder or prior formal notice being required.
The interest rate equals the European Central Bank rate for its most recent refinancing operation plus ten percentage points.
The rate for the first half of the year is the rate in force on 1 January. For the second half, it is the rate in force on 1 July.
A business client in default also automatically owes a fixed recovery-cost payment of EUR 40, or its equivalent in the invoicing currency.
Where recovery costs actually incurred exceed this fixed payment, AGROFOREST MONITORING AGENCY S.A.C. may request additional compensation supported by evidence.
In the event of late or non-payment, AGROFOREST MONITORING AGENCY S.A.C. may also, after informing the client:
– suspend ongoing work, procedures or interventions;
– postpone completion dates;
– defer delivery of reports, dossiers, access or deliverables;
– refuse new assignments until payment is regularised;
– demand immediate payment of any other overdue sum.
Timeframes are extended to account for the suspension and the time reasonably needed to remobilise personnel.
Consequences and costs arising from a suspension caused by the client’s failure to pay cannot be attributed to AGROFOREST MONITORING AGENCY S.A.C.
11. Cancellation, postponement or change requested by the client
Any request to cancel, postpone or substantially change an assignment must be sent in writing to AGROFOREST MONITORING AGENCY S.A.C.
Acceptance of the contractual document and payment of the advance bind the parties to the agreed scope.
If cancelled before the assignment actually begins, AGROFOREST MONITORING AGENCY S.A.C. refunds the portion of the advance not attributable to:
– preparatory work already performed;
– procedures and contacts already undertaken;
– bank charges incurred;
– non-refundable bookings, travel or commitments already made to third parties.
If cancellation occurs after contacts, document collection, checks, travel or any other planned activity have begun, the client remains liable for:
– services actually performed up to cancellation;
– expenses incurred or rendered non-refundable;
– commitments made to experts, personnel or providers engaged for the assignment.
If sums due exceed the advance already paid, an additional invoice is sent to the client. If they are lower, the unused advance balance is refunded.
A postponement request is considered according to personnel availability, logistical constraints and whether existing bookings, permissions or appointments can be maintained.
Additional costs caused by postponement may be charged after informing the client.
Any change to the original scope may lead to revision of the price, timeframes and deliverables. It must be formalised in writing before additional work is performed.
12. Suspension or termination of the assignment
AGROFOREST MONITORING AGENCY S.A.C. may suspend all or part of the assignment where continuation is temporarily impossible or necessary conditions are no longer met.
Suspension may occur, in particular, in the event of:
– late or non-payment;
– inability to identify or contact the relevant exporter;
– persistent failure to respond by the exporter or another essential chain participant;
– refusal to provide necessary documents or information;
– refusal or inability to access a plot, concession, processing unit, warehouse or other site;
– serious doubt about a document’s authenticity or the truthfulness of information;
– substantial changes to the shipment or chain;
– risks to personnel health or safety; – conflicts of interest or circumstances compromising independent checks;
– requests contrary to applicable regulations or AMA’s professional principles.
The client is informed promptly of the reason for suspension and, where possible, the conditions for resuming the assignment.
During suspension, contractual timeframes are extended to account for the interruption and the time reasonably needed to remobilise personnel and reorganise operations.
Once the obstacle is removed, the assignment may resume under an updated timetable communicated to the client.
Where essential checks remain impossible over a prolonged period, AGROFOREST MONITORING AGENCY S.A.C. may:
– terminate the assignment;
– or deliver a report limited to work actually performed, specifying documents, access or checks that could not be obtained.
Services performed, expenses incurred and commitments rendered irreversible before suspension or termination remain payable.
Suspension or termination arising from an exporter’s or another chain participant’s failure to cooperate does not, by itself, constitute non-performance attributable to AGROFOREST MONITORING AGENCY S.A.C.
Where interruption results from a remediable contractual breach by the client, AGROFOREST MONITORING AGENCY S.A.C. may request remediation in writing within a reasonable period before finally terminating the contract, except in an emergency, manifest impossibility or particularly serious circumstances.
13. Completion timeframes
Completion timeframes or schedules are specified, where possible, in the quotation, commercial proposal, assignment instructions or contract.
Unless expressly described as binding in the contractual document, dates provided are estimates based on the information available when ordering.
Starting the assignment requires:
– receipt of the agreed advance payment;
– identification of the exporter;
– minimum information identifying the relevant product, lot, shipment or container.
Completion time depends, in particular, on:
– availability and cooperation of the exporter and other chain participants;
– time needed to obtain and analyse documents;
– permissions and site access;
– location of plots and facilities;
– weather, river, road and logistical conditions;
– availability of personnel, authorities and local contacts;
– field safety;
– discovery of information requiring additional checks.
Any delay caused by an event beyond AGROFOREST MONITORING AGENCY S.A.C., late information or an obstacle involving a chain participant results in reasonable adjustment of the timetable.
AGROFOREST MONITORING AGENCY S.A.C. informs the client of any significant delay known to it and, where possible, provides an updated estimate.
Delay does not automatically entitle the client to cancellation, reimbursement of committed sums or damages, except where a binding commitment is breached through fault attributable to AGROFOREST MONITORING AGENCY S.A.C. or contrary mandatory legal provisions apply.
Where delay undermines the assignment’s purpose, the parties discuss continuation, adaptation, postponement or termination and the financial consequences of work and expenses already incurred.
14. Force majeure and external events
Neither party is liable for non-performance or delay caused by an event beyond its control, not reasonably foreseeable when contracting, whose effects cannot be avoided by appropriate measures.
Where the conditions for force majeure are met, this may include:
– natural disasters, floods, fires, landslides or exceptional weather events;
– epidemics, pandemics or binding health measures;
– armed conflicts, civil unrest, terrorism or serious insecurity;
– general strikes or blockades affecting transport, ports, roads or public authorities;
– administrative closures, access bans or unforeseeable public authority decisions;
– major communication, energy or transport network failures;
– events making site interventions impossible or dangerous.
The affected party promptly informs the other of the event, foreseeable consequences and, where possible, measures taken to limit its effects.
Where the impediment is temporary, the relevant obligations are suspended for its duration and timeframes extended accordingly.
If the impediment lasts more than sixty calendar days or makes continuation permanently impossible, either party may terminate the contract by written notice.
The client then remains liable for services actually performed, expenses already incurred and non-refundable commitments made before the event. Payments not attributable to any work, expense or commitment are refunded.
Financial difficulty, a downturn in business or increased costs do not, by themselves, constitute force majeure.
15. Nature of services and obligation to exercise reasonable care
AGROFOREST MONITORING AGENCY S.A.C. provides independent information collection, documentary verification, field checks, source cross-checking and structuring of evidence within the contractually defined scope.
It undertakes to apply the skills, care, methods and resources reasonably needed to perform the checks specified in the assignment.
The services of AGROFOREST MONITORING AGENCY S.A.C. involve an obligation to exercise reasonable care, not an obligation to achieve a particular result.
Findings and conclusions are based, in particular, on:
– documents and information accessible at the time;
– answers from the exporter and other chain participants;
– observations and checks actually possible;
– sites accessible to personnel;
– regulations and information available on the date of the work.
AGROFOREST MONITORING AGENCY S.A.C. cannot guarantee detection of every fraud, falsification, concealment or irregularity that could not reasonably have been identified through the agreed checks.
Nor does it guarantee that an apparently valid document has not been forged by means undetectable within the assignment, or that information deliberately concealed by a third party can be discovered.
These limitations do not relieve AGROFOREST MONITORING AGENCY S.A.C. of its duty to diligently perform the checks expressly specified in the contractual document.
16. No certification and the client's regulatory responsibilities
Services, reports, opinions, reference codes, WoodPassport dossiers and other deliverables produced by AGROFOREST MONITORING AGENCY S.A.C. do not constitute official certification of compliance with the European Regulation on deforestation and forest degradation — EUDR/RDUE.
Nor do they constitute administrative authorisation to place products on the market, a competent authority decision or a guarantee of no inspection.
AMA’s services help the client obtain, verify, document and structure information and evidence relating to the supply chain concerned.
The client remains responsible for:
– determining its applicable regulatory obligations;
– performing or commissioning its complete risk analysis;
– deciding, on all available information, whether risk is zero, negligible or requires further measures;
– preparing and submitting required regulatory declarations;
– deciding on import, market placement, purchase or marketing of the relevant products.
The conclusions of AGROFOREST MONITORING AGENCY S.A.C. inform the client’s assessment. They replace neither the client’s obligations nor a lawyer’s or legal adviser’s opinion where required.
No AMA intervention guarantees that an administrative, customs or judicial authority will assess the facts in the same way or consider the evidence sufficient.
In an inspection or further authority enquiry, AGROFOREST MONITORING AGENCY S.A.C. may, within the agreed assignment, clarify its work and evidence collected, without acting in place of the client, its legal representative or adviser.
17. Reports, findings and temporal scope of conclusions
Reports and other deliverables are prepared for the client, assignment and scope expressly identified in the contractual document.
Unless otherwise stated, they describe information obtained, checks performed and the situation observed on a particular date or during a defined period.
They do not constitute permanent validation of the exporter, supplier, concession, processing unit or all its operations.
A conclusion on one shipment, lot or container cannot automatically extend to another shipment, origin, period or supply chain.
Conclusions may be affected by events after the checks, including:
– a supply chain change;
– replacement of a supplier or site;
– new information;
– an administrative or judicial decision;
– later discovery of a forged document or concealed information;
– changes in regulations or their interpretation.
Where post-import monitoring is included, its duration, scope and arrangements are specified in the contractual document.
This monitoring aims to detect and report certain new information that may affect assessment of the verified chain. It is neither exhaustive, continuous monitoring of every participant nor a guarantee that no adverse event will occur or go undetected.
The client undertakes to examine reports and notify AGROFOREST MONITORING AGENCY S.A.C. of any apparent factual error or request for clarification within ten working days of delivery.
This period does not prevent the client from later providing new information or reporting an anomaly not reasonably identifiable when the report was received.
AGROFOREST MONITORING AGENCY S.A.C. may correct an established clerical or factual error. Any new verification, substantial update or extension of the report may be an additional service.
18. Confidentiality
Each party undertakes to keep confidential non-public information learned during pre-contractual exchanges, preparation or performance of the assignment.
Information potentially considered confidential includes:
– administrative, forestry, commercial, customs, logistics and financial documents;
– supplier and other chain participant identities and contact details;
– information on plots, concessions, products, volumes, lots, shipments and containers;
– prices, commercial proposals and specific negotiated terms;
– verification methods, analysis frameworks, internal procedures and tools of AGROFOREST MONITORING AGENCY S.A.C.;
– findings, anomalies, risk levels and conclusions;
– information identified as confidential or reasonably confidential by its nature or the circumstances of disclosure.
Each party undertakes to:
– use confidential information only for the assignment and contractual relationship;
– disclose it only to people, staff, advisers or providers with a need to know;
– take reasonable measures against unauthorised access, use or disclosure.
Information is not confidential where the receiving party can show:
– it was already public without breach of confidentiality;
– it lawfully held it before disclosure;
– it was lawfully received from a third party not bound by confidentiality;
– it was developed independently without using the information received.
Confidential information may be disclosed where necessary:
– to perform the assignment;
– to meet a legal or regulatory obligation;
– to respond to a legally valid administrative, customs or judicial request;
– to establish, exercise or defend a legal claim.
Where legally possible, the disclosing party informs the other in advance and limits disclosure to necessary information.
Confidentiality applies throughout the contractual relationship and for five years thereafter. Trade secrets remain protected for as long as they retain that status.
19. Use and disclosure of reports
Reports, dossiers, opinions, photographs, annexes and other deliverables are prepared for the client and assignment expressly identified in the contractual document.
Subject to full payment, the client may use deliverables for professional purposes related to the operation, including:
– its due diligence obligations;
– internal compliance and risk management procedures;
– exchanges with legal advisers, auditors, insurers, financial institutions or business partners with a legitimate need to know;
– responding to administrative, customs or judicial requests.
The client ensures recipients respect the deliverables’ confidential nature and do not use them for purposes unrelated to the operation.
Without prior written permission from AGROFOREST MONITORING AGENCY S.A.C., the client may not:
– freely publish a report or make it public;
– use it as advertising or a general commercial guarantee for a company or chain;
– sell, license or commercially exploit it independently;
– modify, remove or hide a conclusion, reservation, limitation, date, reference or identification element;
– reproduce an extract in a way that distorts findings;
– apply it to another lot, shipment or container.
Any report extract disclosed must include the context necessary to understand it, including scope, date and applicable reservations.
Delivering a report to a third party does not automatically create a contractual relationship between that party and AGROFOREST MONITORING AGENCY S.A.C.
Unless otherwise agreed in writing, AGROFOREST MONITORING AGENCY S.A.C. owes third parties no obligation beyond that expressly agreed with the client. This does not limit a competent authority’s ability to examine evidence submitted to it.
20. Intellectual property and know-how
AGROFOREST MONITORING AGENCY S.A.C. retains ownership of its methods, procedures, report templates, analysis frameworks, tools, documentary databases, graphics, trademarks, logos, distinctive signs, reference codes and know-how.
Without an express written assignment, performance and payment of an assignment transfer no intellectual property rights in these elements to the client.
The client has only the right to use deliverables under the preceding article and the contractual document.
Original documents provided by the client, exporter or other chain participants remain their respective owners’ property. Their collection or inclusion in an AMA dossier transfers no ownership to AGROFOREST MONITORING AGENCY S.A.C. or the client.
AGROFOREST MONITORING AGENCY S.A.C. may continue using general knowledge, skills, methods and experience acquired during the assignment, without disclosing confidential information specific to the client or chain participants.
Any reproduction, adaptation, translation, modification, distribution or use of protected elements beyond these Terms requires the rights holder’s prior written agreement.
The brands and signs Agroforest Monitoring Agency, Agroforest and WoodPassport and their logos may not be used by the client as a trademark, label, certification or general approval mark without prior written authorisation.
21. WoodPassport and associated references
Where a WoodPassport service is expressly included, a specific reference may be assigned to the dossier for a particular shipment or container.
The WoodPassport reference identifies and groups information, reports and evidence associated with the verified scope.
A WoodPassport reference:
– is specific to its assigned shipment or container;
– cannot be reused for another operation;
– cannot be transferred to another lot, supplier, origin or container;
– is neither official EUDR/RDUE certification, market authorisation nor a general guarantee concerning the exporter.
Any reproduction or presentation of a WoodPassport reference must preserve information identifying its scope and date.
The client may not use the WoodPassport name, logo or reference in a way suggesting AMA certifies all its activities, suppliers or supplies.
Where a secure area or digital access is provided, credentials are reserved for authorised users. The client undertakes to keep them confidential and immediately inform AGROFOREST MONITORING AGENCY S.A.C. of loss, disclosure or suspected misuse.
AGROFOREST MONITORING AGENCY S.A.C. may suspend access for security, maintenance, non-payment or use outside the authorised scope.
Document availability periods and any archiving or downloading arrangements are specified in the contractual document or secure area’s terms of use.
22. Personnel, experts and external providers
AGROFOREST MONITORING AGENCY S.A.C. may entrust certain assignment tasks to suitably qualified employees, forestry experts, engineers, field inspectors, technicians, translators, independent consultants or specialist providers.
Their involvement may include:
– documentary checks;
– field inspections;
– photography, surveys and geolocation;
– checks at processing units or warehouses;
– technical or regulatory analyses;
– translations and preparation of deliverables;
– hosting, maintenance or security of digital tools.
AGROFOREST MONITORING AGENCY S.A.C. remains responsible for selecting, coordinating and supervising personnel entrusted with part of its own contractual obligations.
It ensures that anyone with access to assignment information is subject to appropriate confidentiality, security and limited-use obligations.
The client agrees that information strictly necessary for the assignment may be disclosed to those personnel within their responsibilities.
AGROFOREST MONITORING AGENCY S.A.C. is not, however, responsible for acts or decisions of public authorities, exporters, suppliers, carriers, forestry operators or other independent chain participants over whom it has no management or control.
Where specific conditions expressly require a particular expert’s personal involvement, any replacement is notified to the client and, where possible, made with someone comparably qualified.
23. Independence, impartiality and conflicts of interest
AGROFOREST MONITORING AGENCY S.A.C. performs its checks and establishes findings independently, based on evidence it has collected, examined and cross-checked.
Payment gives the client no right to a favourable conclusion, removal of an anomaly, change in risk level or omission of a reservation.
The client may not ask AGROFOREST MONITORING AGENCY S.A.C. to:
– change a finding for commercial reasons;
– present an unchecked item as verified;
– disregard relevant adverse information;
– conceal a limitation, missing document or denied access;
– issue a certification or guarantee AMA is not authorised to issue.
Where a clerical or factual error is demonstrated, AGROFOREST MONITORING AGENCY S.A.C. performs the necessary checks and may correct the deliverable.
AGROFOREST MONITORING AGENCY S.A.C. informs the client of any identified actual or potential conflict of interest that could compromise the assignment’s independence.
Depending on the situation’s nature and seriousness, it may safeguard impartiality, replace personnel, limit scope, suspend work or decline the assignment.
The client undertakes to report any known relationship or circumstance that could reasonably cast doubt on a professional’s independence.
24. Personal data protection
Each party processes personal data accessed during the contractual relationship under the regulations applicable to it.
AGROFOREST MONITORING AGENCY S.A.C. may process business contact details of representatives, employees, suppliers, exporters, personnel and other contacts to:
– prepare and administer the contractual relationship;
– communicate with relevant parties;
– organise and perform checks;
– prepare, deliver and archive reports and deliverables;
– manage invoicing and payments;
– comply with legal obligations and defend its rights.
The parties undertake to provide only relevant data necessary for the assignment and not unnecessarily disclose sensitive or unrelated data.
Where its responsibility, the client informs people whose contact details it supplies to AGROFOREST MONITORING AGENCY S.A.C.
Data may be accessible to authorised personnel, assignment participants and necessary technical providers within their respective tasks.
As AGROFOREST MONITORING AGENCY S.A.C. is established in Peru, some data may be accessed or processed there. Flows subject to European regulations are governed by the mechanisms and safeguards those regulations require.
Each party implements risk-proportionate technical and organisational measures against loss, alteration, disclosure or unauthorised access.
Where AGROFOREST MONITORING AGENCY S.A.C. processes personal data exclusively on the client’s behalf and documented instructions for a particular service, the parties enter into a specific agreement defining their obligations where required.
Data subjects may exercise their rights with the party acting as the relevant controller. Requests regarding processing by AGROFOREST MONITORING AGENCY S.A.C. may be sent to:
Further information is available in the Privacy policy published on the website.
25. Liability
AGROFOREST MONITORING AGENCY S.A.C. is liable only for an established contractual breach directly attributable to it.
It cannot be held liable for consequences arising, in particular, from:
– inaccurate, incomplete, forged, concealed or late information or documents from the client, exporter or others;
– refusal or inability to obtain documents, answers, permissions or access;
– events, irregularities or changes after the checks;
– client decisions contrary to report reservations or limitations;
– use outside scope, for another shipment or after alteration;
– authority decisions;
– subsequent changes in regulations or interpretation;
– failures of third-party services, networks or systems outside its control.
AGROFOREST MONITORING AGENCY S.A.C. is liable to compensate only direct, certain and reasonably foreseeable loss resulting from the established breach.
To the extent they constitute indirect loss, compensation is excluded for:
– loss of turnover, profit, margin or market;
– loss of a business opportunity;
– business or production interruption;
– indirect reputational damage;
– commitments made by the client to third parties without AMA’s prior agreement.
Subject to the exclusions below, total aggregate liability of AGROFOREST MONITORING AGENCY S.A.C. across all causes and claims is limited to the amount excluding tax actually paid for the assignment directly causing the damage.
Multiple claims arising from the same facts are considered one event for this cap.
The limitations and exclusions in this article do not apply:
– to wilful misconduct or gross negligence by AGROFOREST MONITORING AGENCY S.A.C.;
– to personal injury directly attributable to AMA;
– where mandatory law prohibits or limits an exclusion or liability cap.
Nor may they deprive an essential obligation expressly undertaken by AGROFOREST MONITORING AGENCY S.A.C. of its substance.
The party claiming damage takes reasonable mitigation measures and promptly informs the other of facts potentially giving rise to liability.
26. Communications and notices
Exchanges concerning preparation, organisation and routine follow-up may be made by email using the parties’ supplied contact details.
Each party keeps its contact details up to date and promptly informs the other of changes to email, postal address or main contact.
Communications sent by AGROFOREST MONITORING AGENCY S.A.C. to the business email provided by the client are deemed validly sent unless an address change was previously notified.
Notices relating, in particular, to:
– cancellation or termination;
– contractual breach;
– prolonged suspension;
– formal notice;
– or a claim potentially giving rise to liability,
must be in writing and sent by a means reasonably establishing the sending date and content.
They may be sent, in particular:
– by email requesting acknowledgement of receipt;
– by registered letter or tracked mail;
– or another written means agreed by the parties.
For urgent safety issues, suspected fraud, data loss risk or immediate inability to continue, information may be provided without delay by any appropriate means, then confirmed in writing.
27. Electronic exchanges, signatures and evidence
The parties recognise the validity of electronic exchanges and documents within the contractual relationship.
Evidence may include:
– emails exchanged;
– electronic quotations, commercial proposals, assignment instructions and invoices;
– written acceptance confirmations;
– electronically signed documents;
– acknowledgements, transmission logs and exchange histories;
– data recorded in management tools used by the parties.
Acceptance of a contractual document may be established through:
– a handwritten signature;
– an electronic signature;
– return of the document with express agreement;
– a purchase order matching the proposal;
– another written record clearly identifying the person accepting the assignment and their commitment.
Each party retains documents and exchanges needed to establish its rights and obligations under conditions reasonably suited to preserving integrity.
If an electronic document is disputed, the parties may produce any evidence establishing its origin, content, date and circumstances of transmission or acceptance.
28. Contractual documents and order of precedence
The contractual relationship consists of the documents expressly accepted for the assignment.
Unless otherwise stated in writing, they apply in the following order of precedence:
- the contract or amendment specifically signed by the parties;
- the accepted quotation, commercial proposal or assignment instructions;
- these General Terms and Conditions of Sale and Services;
- technical annexes, schedules or operational documents expressly referenced by the preceding documents.
In a conflict, the higher-ranking document prevails only for incompatible provisions.
Advertising, commercial presentations, website content, preparatory exchanges and general information have no contractual effect unless expressly incorporated into the quotation, assignment instructions or contract.
The client’s purchasing conditions or other unilateral documents do not apply merely because they are sent.
Any additional or conflicting client condition applies only following express written acceptance by AGROFOREST MONITORING AGENCY S.A.C.
AMA starting preparatory steps does not imply tacit acceptance of contractual conditions not expressly approved.
29. Severability, non-waiver and no tacit amendment
If a provision of these Terms or another contractual document is declared void, unenforceable or ineffective by a competent court or authority, other provisions remain applicable unless the affected clause was decisive to a party’s commitment.
Where necessary, the parties endeavour to replace the provision with a lawful clause having economic and legal effects as close as possible to the original intention.
A party’s:
– failure to exercise a right immediately;
– occasional grant of extra time;
– temporary tolerance of a situation;
– or failure to invoke a particular breach,
does not constitute a permanent waiver or prevent that party exercising the right later.
Waiving a right or contractual clause requires a clear, unambiguous written statement by the party concerned.
No prior practice, tolerance or business relationship may amend these Terms or specific conditions without written agreement between the parties.
30. Assignment of the contract and changes to AMA's organisation
The client may not assign or transfer any contractual rights or obligations without prior written agreement from AGROFOREST MONITORING AGENCY S.A.C.
The client agrees in advance that AGROFOREST MONITORING AGENCY S.A.C. may assign the contract:
– to a company controlling it, controlled by it or under common control;
– to a company formed to carry out all or part of its activities in Europe or a producing country;
– to a company taking over all or part of its business following restructuring, merger, business contribution, transfer or a comparable transaction.
The assignment is notified to the client in writing and cannot substantially reduce its rights and safeguards under the assignment.
The assignee assumes contractual obligations for the assignment from the transfer’s effective date.
Unless the client expressly releases AGROFOREST MONITORING AGENCY S.A.C. from future obligations, it remains bound under applicable regulations.
Entrusting certain tasks to personnel or providers under Article 22 does not constitute assignment of the contract.
31. Amendments to the Terms
AGROFOREST MONITORING AGENCY S.A.C. may amend these Terms to reflect changes in its services, organisation, methods, tools or applicable regulations.
The version applicable to an assignment is the one communicated or made available to the client and expressly accepted when the contract was formed.
Later publication of a new version on the website does not automatically change an existing assignment’s terms.
Any amendment applicable to an ongoing assignment requires written agreement, unless arising directly from mandatory law applicable to the contract.
New versions apply to assignments accepted after their effective date.
32. Complaints and amicable dispute resolution
Any complaint concerning performance must be sent in writing to:
The complaint must specify with sufficient precision:
– the assignment and contractual document concerned;
– facts underlying the dispute;
– useful documents or evidence;
– the resolution or clarification sought.
The parties undertake to consider difficulties in good faith and seek an amicable solution before commencing legal proceedings.
Except in an emergency or where a right must be preserved, they have thirty calendar days from receipt of written notice of the dispute for this purpose.
They may agree to extend this period or use mediation, conciliation or another amicable dispute resolution method.
This amicable procedure does not prevent:
– summary proceedings or urgent or protective measures;
– action needed to prevent expiry of a limitation or mandatory time limit;
– suspension for non-payment or safety risks;
– any measure whose postponement could cause irreversible harm.
33. Governing law and jurisdiction
These Terms, the contractual documents to which they apply and relations between the parties are governed by French law, subject to mandatory provisions from which the parties cannot lawfully derogate.
The choice of French law does not prevent application of overriding mandatory rules or other mandatory provisions required by the service’s nature, country of intervention or the parties’ situation.
FAILING AMICABLE RESOLUTION, ANY DISPUTE CONCERNING THE FORMATION, VALIDITY, INTERPRETATION, PERFORMANCE, SUSPENSION, TERMINATION OR CONSEQUENCES OF THE CONTRACT FALLS WITHIN THE EXCLUSIVE JURISDICTION OF THE COURTS WITH SUBJECT-MATTER JURISDICTION IN PARIS, FRANCE, SUBJECT TO APPLICABLE MANDATORY RULES OR EXCLUSIVE JURISDICTIONS.
This jurisdiction clause applies even with multiple defendants, third-party claims, incidental applications or proceedings with an international element.
It does not prevent either party seeking urgent, interim or protective measures before a competent court where circumstances require.
Last updated: July 2026