Terms & Conditions
Standard Terms and Conditions of Purchase
1. Application and Interpretation
1.1 The conditions contained in this document shall apply to all contracts pursuant to which Global Frost Provisioners Trading (the “Purchaser”) purchases any meat, food products, other goods, or services.
In these Conditions:
- “Purchaser” means Global Frost Provisioners Trading
- “Conditions” means the standard terms and conditions of purchase set out in this document
- “Contract” means the contract for the sale and purchase of the Goods and or the supply of the Services
- “Goods” means any meat, food products, or other goods or products, including any instalment or part thereof, purchased by the Purchaser from the Supplier
- “Services” means the work or services to be performed by the Supplier for the Purchaser
- “Price” means the price of the Goods and or the charge for the Services
- “Supplier” means the person, firm, or company that sells or agrees to sell the Goods and or provides or agrees to provide the Services to the Purchaser
1.2 Basis of Purchase
1.2.1 These Conditions shall take precedence over any terms or conditions appearing on any acceptance form, delivery note, invoice, correspondence, or other document issued by the Supplier. Any terms sought to be imposed by the Supplier shall have no effect unless expressly agreed in writing by the Purchaser.
1.2.2 No variation of these Conditions shall be binding unless agreed in writing by the Purchaser.
1.3 Indemnity
Without prejudice to any other provision of these Conditions, the Supplier shall indemnify and keep the Purchaser fully indemnified against all liability, loss, damage, cost, and expense, including legal expenses, arising directly or indirectly from:
1.3.1 the supply of defective, inferior, adulterated, or contaminated Goods or defective Services
1.3.2 any breach of warranty or representation given by the Supplier
1.3.3 any liability arising under applicable product safety, consumer protection, or food safety legislation
1.3.4 any act or omission of the Supplier, its employees, agents, or subcontractors in connection with the Contract
1.4 Delivery
1.4.1 Unless otherwise agreed in writing, all Goods shall be delivered carriage paid.
1.4.2 Time for delivery shall be of the essence. Delivery must be completed by the date specified in the Purchaser’s order during normal business hours. If the Supplier fails to deliver on time, the Purchaser shall be entitled to cancel the Contract, procure the Goods from alternative sources, and recover any additional costs incurred from the Supplier.
1.4.3 Where delivery or performance is to be made by instalments, the Contract shall be treated as a single indivisible contract.
1.5 Warranty
1.5.1 The Supplier warrants that all Goods supplied:
- shall be of satisfactory quality and fit for any purpose made known to the Supplier
- shall conform in all respects to the description, specifications, quantity, and quality stated in the Contract
- shall be free from defects, contamination, adulteration, and foreign matter
- shall correspond with any sample or specification provided
- shall comply with all applicable laws, regulations, directives, and statutory requirements relating to food safety, importation, labelling, storage, handling, and sale in the country of origin and destination
1.5.2 If any Goods do not conform to the Contract, the Purchaser shall be entitled, at its sole discretion, to reject the Goods, treat the Contract as repudiated, and require repayment of any sums paid. The Purchaser may also set off such sums against any other amounts owed to the Supplier.
1.6 Set-Off
1.6.1 The Purchaser shall be entitled to set off any sums owed by the Supplier against any amounts payable to the Supplier.
1.6.2 Any member of the Purchaser’s group may deduct any amount owed by any member of the Supplier’s group from any sums due or becoming due.
1.7 Price of Goods and Services
1.7.1 The Price shall be as stated in the Purchaser’s order and, unless otherwise stated:
- shall be exclusive of any applicable taxes, which shall be payable upon receipt of a valid tax invoice
- shall include all costs of packaging, shipping, insurance, duties, levies, and delivery
1.7.2 No increase in Price shall be permitted without the Purchaser’s prior written consent.
1.7.3 The Purchaser shall be entitled to any discounts customarily offered by the Supplier, whether or not expressly stated.
1.8 Risk and Title
1.8.1 Risk in the Goods shall pass to the Purchaser upon delivery in accordance with the Contract.
1.8.2 Title to the Goods shall pass upon delivery or upon payment, whichever occurs later, and once the Goods have been appropriated to the Contract.
1.9 Quality Control
All quality control procedures issued by the Purchaser shall form part of the Contract. Failure to comply with such procedures shall entitle the Purchaser to terminate the Contract or any unfulfilled part without further liability, except for payment of non-rejected Goods received.
1.10 Inspection and Rejection
1.10.1 The Purchaser shall have the right to inspect the Goods at the Supplier’s premises at reasonable times. Inspection shall not constitute acceptance or relieve the Supplier of liability.
1.10.2 The Supplier acknowledges that Goods may be resold before full inspection and that defects may only become apparent after resale or through latent defect discovery.
1.10.3 If any Goods are found not to conform to the Contract within a reasonable time, the Purchaser may reject the Goods, require a refund including associated costs, or treat the Contract as repudiated.
2. Governing Law and Jurisdiction
2.1 Unless otherwise agreed in writing, all Contracts shall be governed by the laws of the United Arab Emirates, and the parties submit to the non-exclusive jurisdiction of the courts of the UAE.
2.2 All Goods supplied must conform strictly to the Contract and be suitable for their intended purpose. The Purchaser may reject any non-conforming Goods, and all costs associated with rejected Goods shall be borne by the Supplier.
