CPE Directo Terms of Sale and Credit

1. Parties and eligibility

These terms govern your business's purchases from CPE through CPE Directo: the website, the app, WhatsApp and phone.

• CPE Directo is only for businesses operating in Puerto Rico: corner stores (colmados), supermarkets, pharmacies, restaurants, cafeterias, bakeries, gas stations and other retailers. We do not sell for personal or household use.
• Whoever accepts these terms represents that they have authority to bind the business.
• CPE decides which accounts it approves and may ask for business documents before approving an account or extending credit.

2. Account and authorized users

• CPE links your CPE Directo account to one or more customer numbers in its billing system (AFS).
• Each person signs in with their own phone or email and a one-time code. Do not share your codes.
• The business is responsible for orders placed by its authorized users. If someone should no longer have access, tell us and we will remove them.
• We may suspend or close an account for non-payment, misuse or false information.

3. Orders

• A received order is not an accepted order. An order is accepted when CPE confirms it in its billing system (AFS) and notifies you, or when CPE delivers it.
• You can review and correct your order before you send it.
• Availability changes during the day. If an item is missing, we apply your substitution preference: substitute a similar item that never costs more, ask you on WhatsApp before cutoff, or do not substitute.
• You can change or cancel an order before the published cutoff time. After cutoff the order may already be in preparation.

4. Prices

• You see the prices on the price list in effect for your account. The price in effect when the order is confirmed applies, and the final price is the one on the CPE invoice.
• Some fresh products have a daily price that can change from one day to the next.
• For products sold by the pound, the ordered weight is approximate and the invoice is adjusted to the actual weight shipped.
• We correct obvious pricing errors on the invoice. If the correction raises the price, you may reject that item at delivery.

5. Minimum order and delivery fee

• We apply the minimum order and delivery fee in the policy published on CPE Directo on the day of the order.
• The current policy is: a $100 minimum in goods, a $25 delivery fee on orders under $250, and free delivery from $250.
• If the policy changes, we publish it before it applies. Changes do not affect orders already confirmed.

6. Sales and use tax (IVU)

• We charge Puerto Rico Sales and Use Tax (IVU) as required by law. The IVU shown when you order is an estimate; the final IVU is the one on the invoice.
• If your business holds a Reseller Certificate, an Exempt Purchases Certificate or another exemption, send us a current copy. We apply it from the date we verify it until it expires; it does not change earlier invoices.
• Keeping your certificates current and telling us about any change is your responsibility.

7. Delivery

• We deliver on your route's delivery days and windows. The date you choose when ordering is the expected date; if it changes, we will let you know.
• An authorized person must receive, count and inspect the goods on arrival.
• You may reject product that arrives in poor condition. For the rejection to count, notify us with a photo within 8 hours of delivery, through CPE Directo or Customer Service.
• Unloading or signing for the delivery without reporting problems counts as accepting the goods. Accepting them does not take away your right to file a claim under section 10.
• Risk of loss passes to your business upon delivery.

8. Payments and credit

• You can pay on delivery (COD) by check to the driver, on credit if CPE approved it, or by card.
• Credit is approved in writing, with a limit and terms of 30 days or less from delivery. CPE may review, reduce or suspend credit, for example if there are past-due balances.
• With a card, we authorize the payment when you send the order and charge it at invoicing, for the invoice total. We do not charge a surcharge for paying by card.
• Past-due balances may accrue late interest, always simple and never compound, at the rate agreed in writing in your credit application and within what the law allows.
• If a check is returned, we may charge the bank fees and require card payment on future orders.

9. PACA

Fresh produce is sold subject to the federal Perishable Agricultural Commodities Act (PACA). Our invoices carry this clause:

The perishable agricultural commodities listed on this invoice are sold subject to the statutory trust authorized by section 5(c) of the Perishable Agricultural Commodities Act, 1930 (7 U.S.C. 499e(c)). The seller of these commodities retains a trust claim over these commodities, all inventories of food or other products derived from these commodities, and any receivables or proceeds from the sale of these commodities until full payment is received.

10. Claims and credits

• Report shortages, damaged products or billing errors within 48 hours of delivery, with a photo and the order or invoice number, through CPE Directo or Customer Service.
• We review every claim. When it applies, we credit your account or replace the product.
• Claims received after that period are reviewed case by case.
• None of this limits the remedies available to you under PACA or other laws.

11. Communications

• When you open your account you authorize transactional messages by WhatsApp, email and calls, including automated ones, about your orders, deliveries, invoices and payments.
• Offers are separate: only if you accept them with their own checkbox. Accepting them is not a condition of purchase.
• To stop receiving messages, reply STOP or ask us by any reasonable means. We honor it within 10 business days.
• Offers and automated calls are only sent from 9:00 a.m. to 9:00 p.m., Puerto Rico time. Sign-in codes you request arrive right away.
• Carrier charges may apply.

12. Liability

• We are responsible for the goods we sell under these terms and the law.
• We are not liable for indirect damages, lost profits or lost sales, except in cases of fraud or gross negligence by CPE.
• Except for fraud, gross negligence or what the law does not allow to be limited, our liability for an order does not exceed its invoice total.
• We are not liable for delays or failures caused by events beyond our reasonable control, such as hurricanes, power outages, road closures or government orders.

13. Governing law and forum

• These terms are governed by the laws of Puerto Rico and, where applicable, by United States federal law, including PACA.
• Disputes are heard in the courts of Puerto Rico, San Juan Judicial Region.
• Nothing here prevents you or CPE from using PACA remedies before the U.S. Department of Agriculture (USDA) or federal court, or prevents you from filing a complaint with the Puerto Rico Department of Consumer Affairs (DACO) or another agency with jurisdiction.

14. Language

These terms are in Spanish and English. If the versions differ, the Spanish version governs, except for the PACA clause in section 9, which governs in English.

15. Changes to these terms

If we change these terms, we publish a new version with its date and ask you to accept it before your next order. Orders already confirmed keep the version you accepted.

16. Contact

Caribbean Produce Exchange LLC, KM 2.8 Interior Carr. 869, Las Palmas Industrial Park, Cataño, PR 00962. Customer Service: (787) 793-0750.