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1.1 These General Terms and Conditions apply to all offers by and agreements with Global Food Industries LLC SP, its legal successors or assigns )(together as well as individually hereinafter also called: the Company) relating to the sale and delivery of goods (hereinafter referred as: Goods) by the Company to the party receiving the offer or any other relevant party (hereinafter also called: the Customer). The Company and the Customer are hereinafter individually referred to as: Party and collectively as: Parties.
1.2 The general terms and conditions used or in use by the Customer shall not apply unless they have been accepted by the Company in writing.
Any offer made by the Company shall be without prejudice and subject to agreement by the Parties ; this shall also apply if said offer includes a period of acceptance, unless explicitly provided for to the contrary in writing.
3.1 An agreement is concluded in writing (upon the Company’s discretion) (hereinafter referred as: Agreement) when it is duly executed by the Company and the Customer, or on the date of dispatch (by post and/or by courier and/or e-mail) by the Company of the written order confirmation, duly signed, or on the date of dispatch of the Company’s invoice. Any changes and/or additions to the Agreement, shall not be binding unless agreed upon in writing.
3.2. The order confirmation by the Company or the Company’s invoice shall be considered to represent the contents of the Agreement correctly.
3.3 Unilateral cancellation from the side of the Customer shall be null and void, unless and only insofar as the Company agrees to such cancellation in writing.
Notices, information, statements and samples made or supplied by the Company, in whatever form or nature, shall only be indicative and shall never bind the Company, unless the Agreement explicitly provides for the contrary.
5.1 All non-public, confidential or proprietary information of either Party or its suppliers, including but not limited to specifications, samples, documents, data, business operations, pricing, discounts or rebates, disclosed by a Party to another, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with the Agreement is confidential, solely for the use of performing the Agreement and may not be disclosed or copied unless authorized in advance by the disclosing Party in writing. Upon the disclosing Party’s request, the receiving Party shall promptly return all documents and other materials received from the disclosing Party. The disclosing Party shall be entitled to injunctive relief, to the extent applicable under the applicable laws and regulations, for any violation of this section. This section does not apply to information that is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; or (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party.
6.1 The prices stated and/or agreed upon by the Company shall be exclusive of all taxes e.g. Value Added Tax (“VAT”) and all other levies and shall be based on the terms and conditions (of delivery) as mentioned hereinafter.
6.3 Insofar as the stated and/or agreed prices in some cases are based on the weight of the Goods, this weight shall be determined by the weighing carried out by the Company before the delivery, using calibrated weighing apparatus. The Customer shall have the right to be present at said weighing, provided the delivery shall not be delayed because of this. The Customer shall take the initiative thereto itself in good time.
6.4 The Company shall have the right to increase the stated and/or agreed prices in the event of an increase in prices of Goods, raw materials or parts to be obtained from third parties, wages, national insurance contributions, freight, insurance premiums or other cost price factors (including changes in foreign exchange) and charges (including import and transit duties).
6.5 In the event that the stated and/or agreed prices are (also) based on restitutions of levies and/or on subsidies, whereas these are not obtained for whatever reason, the Company is entitled to adjust the prices accordingly.
7.1 Unless explicitly agreed upon otherwise, the delivery shall be made “Ex Works” (EXW) from the premises of the Company. The interpretation of the terms and conditions of delivery shall be determined by the ICC Incoterms 2020. In case of conflict between the ICC Incoterms and these General Terms and Conditions, the latter shall prevail.
7.2 The delivery period shall commence at the latest on:
the date of conclusion of the Agreement; or
the date at which the Company has at its disposal all the documents, information, permits, exemptions, approvals, allocations, etc. needed for the delivery of the Goods; or
iii. the date of receipt of a prepayment by the Company and/or the date of provision of a security the Company is entitled to in accordance with the Agreement.
7.3 The delivery period shall be based on the circumstances applicable at the time of conclusion of the Agreement and on the timely delivery of the materials and Goods ordered by the Company for the execution of the Agreement. If any delay arises because of changes in these circumstances or because the materials and/or Goods timely ordered for the execution of the Agreement have not been delivered in time, the delivery period shall be extended to such a degree as is reasonable, taking all circumstances into consideration.
7.4 The delivery date of the Goods shall be the moment in time when the Goods, except for unimportant parts, are ready for shipment, and the Company has informed the Customer thereof, or the time when the Goods have left the premises of the Company to be forwarded to the Customer.
7.5 The Company shall be always entitled to make partial deliveries, unless explicitly agreed upon otherwise.
7.6 The delivery date shall not be a firm date, unless explicitly agreed upon otherwise. If the delivery date is exceeded for reasons solely attributable to the Company, the Customer cannot derive any rights from the Company exceeding the delivery date insofar as a term of three (3) months is not exceeded.
8.1 In all cases and irrespective of the agreed terms and conditions of delivery, the Company shall be entitled to have the Goods transported, unloading inclusive, at the expense and risk of the Customer, in a manner to be determined by the Company and using means of transportation at the Company’s option.
8.2 The Company shall not be responsible for (the use by the Customer of) any documents (provided by the Company) for the transportation of the Goods to the place of destination.
8.3 At the first request of the Company, the Customer shall provide all necessary securities for the documents needed to transport the Goods to the place of destination.
8.4 In the event that circumstances beyond the control of the Company prevent the Goods from being transported to or onto respectively delivered at the agreed place, or in the event that the Customer fails to take delivery of the Goods, the Company shall have the right, at its option, either to take the Goods back or to store the Goods (or have them stored) at the expense and risk of the Customer. Any costs of return shipment and storage shall be payable by the Customer, while the Customer shall furthermore be obliged to fulfil its obligations to the Company as if delivery had taken place. The costs referred to here shall be determined in advance by the Company and without prejudice to the right of the Company to compensation of the actual costs should these be higher.
9.1 Packaging for single use shall not be taken back by the Company. The Company shall have the right, at its option, to take back or not take back packaging for repeated use.
9.2 The Company shall have the right to charge the Customer for packaging for repeated use as a separate item on the invoice, together with the delivered Goods.
9.3 In cases referred to under paragraph 2 of this section, the Company shall send a credit note crediting the invoiced amount to the Customer for packaging returned to the Company at the Customer’s expense upon receiving said packaging, unless the returned packaging is in a condition inferior to the one at the time of acceptance by the Customer, in which case the amount credited shall be reduced accordingly.
9.4 Only upon receipt of the credit invoice shall the Customer be entitled to deduct the value of the returned packaging, to the amount credited to him, from the amount it owes the Company.
9.5 Damage to Goods caused by destruction/damage of the packaging shall always be at the Customer’s risk.
10.1 The Customer shall bear the risk of any and all loss and direct and indirect damage that may be caused to the Goods, immediately after the Goods are considered as delivered.
10.2 The Company shall retain ownership of all delivered Goods until any debts payable by the Customer with regard to Goods delivered or to be delivered by the Company to the Customer under the Agreement, as well as with regard to any failure in the performance of the Agreement by the Customer, shall be fully satisfied.
10.3 The Customer is obliged to store the Goods delivered under retention of title with the necessary care, and to store them as identifiable property of the Company. The Customer shall furthermore be obliged to insure the Goods against damage or loss, by whatever reason, during the period of retention of title. Said insurance shall designate the Company as co-insured with an independent right of claim towards insurer(s), and the Customer shall make the policies of these insurances available for inspection to the Company upon request. Upon request of the Company, all claims of the Customer to the insurers pursuant to the insurances referred above shall be assigned to the Company, or a right of pledge shall be granted to the Company.
10.4 The Company shall be entitled to repossess any Goods delivered under retention of title that are still present at the Customer’s forthwith and without prior notice of default, if the Customer fails in the performance of its obligations. The Customer irrevocably authorizes the Company to exercise this right to repossess and will grant the Customer access to its premises insofar as is necessary for this purpose.
10.5 In the event that and insofar as the Company has exercised its right to repossess as referred in the preceding paragraph, the Agreement shall be terminated wholly or for a proportionate part without any judicial intervention, without prejudice to the right of the Company to compensation of damage and costs. The Customer shall then be credited with the market value (which on no account can be higher than the original purchase price), reduced by the damage suffered and costs incurred by the Company.
10.6 The Customer, exercising its profession or business, shall be entitled, within the framework of its business operations, to sell and deliver the Goods delivered to him under retention of title to third parties. In the event of such sales, the debt payable by the Customer to the Company regarding the Goods resold by the Customer shall become forthwith and fully due and payable, insofar as said claim was not already due and payable.
10.7 The Customer shall always be obliged to inform third parties of the Company’s retention of title. Furthermore, the Customer shall be obliged to inform the Company of the whereabouts of the Goods and of the person or company said Goods have possibly been sold to, if so, required by the Company.
11.1 Unless explicitly agreed upon otherwise in writing, payment of the agreed price shall be made at the time of conclusion of the Agreement.
11.2 Any and all payments shall be made effectively in the currency as stated on the invoice, without deduction or set-off. The Customer shall not transfer or encumber any of its rights deriving from the Agreement.
11.3 In the event that the Company has a reasonable anticipation that the Customer will not fulfil its obligations, the Company shall at its discretion be entitled to require sufficient security from the Customer with regard to the fulfilment of the obligations to pay, before performing or continuing to do so. The Company shall be entitled to suspend the fulfilment of its obligations until the Customer has given said security.
11.4 In the event that the Customer has not paid at the time or within the period of time referred to in paragraph 1 of this section, the Customer shall be in default by operation of law and without any prior notice of default being required, and it shall owe the statutory commercial interest on the amount due and payable from the date at which the payment should ultimately have been made, without prejudice to any other rights of the Company (explicitly including the right to compensation of loss on exchange).
11.5 Any costs, both in and out of court, made by the Company with regard to non-fulfilment, overdue or non- sufficient fulfilment of its obligations by the Customer, including extrajudicial collection costs and costs of legal assistance, shall be compensated by the Customer to the Company.
It shall not be permitted to return any Goods delivered by the Company without the Company’s prior written consent. Should any return shipments take place, then this shall always be done at the expense and risk of the Customer.
The Customer shall be entitled to ask the Company to put (a) sample(s) of the Goods at its disposal before delivery. If the Customer refrains from doing so, it shall be considered to agree to the quality and condition of the Goods beforehand.
14.1 Complaints can only refer to quantity, weight or specification, and to non-conformity of the delivered Goods with the sample(s) made available by the Company.
14.2 The Customer shall check the Goods forthwith, ultimately on arrival.
14.3 Any complaints regarding relevant defects observable at inspection of the Goods, as well as complaints in connection with quantity, weight or specification shall be made in writing within 24 hours after the delivery, and include a complete description of the alleged defects, on default of which any claim in this respect shall become void.
14.4 Any complaints with regard to other relevant defects shall be made in writing within 24 hours after their disclosure, and include a complete description of the alleged defects, however ultimately within three (3) months after the delivery, on default of which any claim in this respect shall become void.
14.5 Any claim of the Customer with regard to delivered Goods shall also become void in the event that:
the Agreement refers to the delivery of used or damaged Goods;
the Goods have been processed or the Goods are otherwise not (or no longer) identifiable as originating from the Company;
the defects are (also) caused by normal wear and tear, inexpert and/or incorrect treatment, use and/or storage or maintenance of the Goods;
the Customer has not forthwith given the Company the opportunity to investigate the complaints and to fulfil its obligations;
the Customer has resold the Goods;
the Customer has not, not in time or not sufficiently, fulfilled any of its obligations.
14.6 The Customer is not entitled to assert any rights against the Company in the event that it can also directly assert the rights with regard to the defects concerned against the manufacturer.
14.7 Without prejudice to the provisions in the previous paragraphs of this section, in the event of timely and justifiable complaints, the Company shall only be obliged, at its option, to either repair the Goods, proceed to redelivery or to credit the Customer for the defective Goods. These General Terms and Conditions shall apply to redelivery as well. The remedies set out herein shall constitute the Customer’s sole and exclusive remedies in respect of any defect, non-conformity or complaint relating to the Goods.
14.9 The Customer shall not infringe any intellectual property rights of the Company or any other third party. The Customer is solely responsible for any infringement and shall indemnify the Company for all liabilities in this respect.
15.1 The Company’s liability under the Agreement shall be limited to fulfilment of the obligations described in the Agreement, particularly the obligations described in the previous section.
15.2 The Company’s liability is limited to claims for damages caused by the gross negligence or willful misconduct of the Company.
15.3 The Company’s liability is limited to direct losses only. In no event shall the Company be liable under or in connection with the sale of Goods for indirect, special or consequential losses or damages of any kind, including lost profits, even if the Company has been advised of the possibility thereof and regardless of the form of action by which such losses or damages may be claimed.
15.4 The Company’s liability for each defective Goods shall be limited to the price of the said Goods.
15.5 To the extent permitted by the applicable laws and regulations, the Company shall not be liable for personal injuries and property damage caused by the Goods.
15.6 Should the Company be held liable by any third party/parties for any damage for which the Company is not liable pursuant to these General Terms and Conditions or otherwise, then the Customer shall be obliged to hold harmless and indemnify the Company against such damage and liability and to compensate it for any possibly ensuing costs, damage and interest.
15.7 The limitations and exclusions of liability, as well as indemnity stipulated for the Company itself in the above paragraphs are also stipulated for and on behalf of its employees, any other person employed by it within the framework of the Agreement, as well as for the persons from whom the Company obtains delivered Goods and/or parts.
16.1 The term force majeure in these terms and conditions means: Any circumstance beyond the Company’s control, whether or not foreseeable at the time of conclusion of the Agreement, which permanently or temporarily prevents fulfilment of the Agreement, and, insofar as these are not yet included, war, danger of war, civil war, terrorism revolt, strike, employees’ lock-out, freight problems, fire, weather conditions preventing work and other interruptions of the Company’s operations or of the operations of the Company’s suppliers, as well as default of the Company’s suppliers.
16.2 In the event of impediment to the performance of the Agreement as a result of force majeure, the Company shall have the right without any judicial intervention, either to suspend the execution of the Agreement for a maximum of three (3) months or to wholly or partially terminate the execution of the Agreement, without the Company being obliged to pay any compensation.
In the cases provided for by the Law, as well as in the event that the Customer does not, not in time or not sufficiently, fulfil any of its obligations under the Agreement, including the provisions in these General Terms and Conditions, or in the event that there is reasonable doubt as to the Customer being able to fulfil its contractual obligations towards the Company, as well as in the event of bankruptcy, suspension of payments or appointment of a pre-bankruptcy receiver, complete or partial stoppage of work, liquidation, transfer or encumbrance of the Customer’s business, including the transfer or pledging of an important part of its accounts receivable and furthermore in the event that any Goods of the Customer are attached before judgement or in execution, the Company shall have the right, without notice of default, judicial intervention or the need for a court order, either to suspend the execution of the Agreement for a maximum of three (3) months, or to partially or wholly terminate the Agreement by means of a written (including by telefax or e-mail) notice sent to the Customer, and all this without the Company being liable to any compensation or guarantee, and without prejudice to any of its other rights.
18.1 In the event of the Company’s suspension of its obligations, it shall be authorized and obliged at the end of the suspension period to opt for execution or complete or partial termination of the Agreement.
18.2 In the event of suspension or partial termination by virtue of the provision of section 18.1, the agreed price shall be forthwith due and payable, after deduction of any costs not incurred by the Company as a result of the suspension or the partial termination. In the event of partial termination, the Customer shall furthermore be obliged, after the payment of the amount due pursuant to the previous sentence, to take possession of the Goods covered by that payment, failing which the Company shall have the right to have these Goods stored at the risk and expense of the Customer, or to have them sold at the Customer’s expense.
18.3 In the event that the Customer returns the Goods received by him from the Company after termination of the Agreement, said returning of the Goods shall always be at the risk and expense of the Customer, until the Company has taken possession of the Goods.
18.4 The Customer, as well as the Company shall ensure to comply with its obligations under the relevant data protection legislation in respect of all personal data processed by each of them in connection with an Agreement entered between them. The type of personal data processed by the Company, the categories of data subjects and the nature and purpose of the processing are described in the privacy statement of the Company, which is available on its website: global-food.com
The Customer represents and warrants that it is not subject to any trade sanctions imposed by the United States (“US”), European Union (“EU”) and/or the United Nations (“UN”) and any trade sanctions applicable to the sale of the Goods and that it is in compliance and shall comply with all applicable laws and regulations relating to trade restrictions and/or export controls (including but not limited to trade sanctions imposed by the US, EU and/or UN) with respect to Goods sold/provided hereunder, and shall provide evidence of compliance with the foregoing as the Company may reasonably request from time to time. The Customer is not on, nor is associated with any organization that is on, any list of entities maintained by US, EU or UN government that identifies parties to which the sale of Goods is restricted or prohibited. The Customer represents and warrants that it is in compliance and shall comply with all applicable anti-bribery and anti-corruption laws, including always and without limitation the US Foreign Corrupt Practices Act, and has not, directly or indirectly, offered, paid, promised, or authorized the giving of money or anything of value to any government official for the purpose of influencing any act or decision of such government official. The Customer shall indemnify the Company in the event of non-compliance with this section.
20.1 In the event that one or more terms of the Agreement, including terms of these General Terms and Conditions, are null and void or become legally invalid, the remaining provisions of the Agreement shall remain in force. Parties shall consult in good faith on the terms which are null and void or have become legally invalid, to make an alternative arrangement.
20.2 Terms, that due to their nature, are intended to remain applicable after the end of an Agreement entered by the Company and Customer shall remain applicable upon termination of the Agreement.
21.1 With regard to all disputes in connection with the Agreement, or any further Agreements arising or resulting from or in connection with said Agreement, the courts in Dubai, United Arab Emirates (“UAE”) shall have exclusive jurisdiction.
21.2 The Agreement, as well as all further Agreements arising or resulting from or in connection with said Agreement, shall be governed by the federal laws of UAE and Emirate of Dubai.