General Terms of Purchase (GTP)
1. Definitions and interpretation
1.1 In these GTP the following definitions apply:
Applicable Law means all applicable rules, laws & regulations, statutory instruments, regulations & governmental guidance having binding force in UAE;
Business Day means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in UAE;
Contract means the agreement between Supplier and GFS for the sale and purchase of Goods comprised of these GTP and the PO;
GFS means Global Foods Solutions FZE located at Jebel Ali Free Zone, Dubai, UAE, with Trade License Number 100482247;
Goods means the goods and Required Documents set out in the PO and to be supplied by Supplier to GFS in accordance with the Contract;
GTP means GFS's terms and conditions of purchase set out in this document;
Port of Loading means the port of loading for delivery of the Goods as set out in the PO or otherwise notified to Supplier in writing by GFS;
Port of Discharge means the port of destination for the final delivery of the Goods to GFS as set in the PI;
Price has the meaning given in clause 3.1;
PO means GFS's order for the Goods from Supplier as set out in GFS's purchase order document;
Required Documents means the documents stated on the PO and any other literature or related materials supplied in connection with the Goods;
Supplier means the named party who has agreed to sell the Goods to GFS and whose details are set out in the PO; and
Supplier Personnel means all employees, officers, staff, other workers, agents and consultants of Supplier, its affiliates and any of its or their sub-contractors who are engaged in the performance of the Contract from time to time.
1.2 In these GTP, unless the context requires otherwise:
1.2.1 any words that follow 'include', 'includes', 'including', 'in particular' or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; and
1.2.2 a reference to any action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than UAE, be deemed to include a reference to that which most nearly approximates to the UAE equivalent in that jurisdiction.
2. Application of these GTP
2.1 These GTP apply to and form part of the Contract between Supplier and GFS, to the exclusion of any other terms that Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. They supersede any previously issued terms and conditions of purchase or supply.
2.2 Each PO from GFS to Supplier shall be confirmation of the purchase of Goods by GFS and shall accordingly be deemed to be accepted and create a binding contract between GFS and Supplier.
2.3 A PO may only be cancelled by written agreement between the Parties.
3. Price
3.1 The price for the Goods shall be as set out in the PO or where no such provision is set out, shall be calculated in accordance with Supplier's scale of charges as advised by Supplier and received and acknowledged by GFS before the date the PO is placed (Price). All Prices are fixed and no increase in the Price may be made by Supplier after the PO is placed by GFS.
4. Payment
4.1 Supplier shall invoice GFS for the Goods on delivery (i.e. loading) of the Goods or as otherwise agreed upon between the Parties in writing.
4.2 GFS shall pay each validly submitted and undisputed invoice of Supplier in accordance with the Payment Terms set out on the PO.
4.3 Without prejudice to any other remedy, GFS shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to Supplier under the Contract or under any other contract which GFS has with Supplier.
4.4 Time of payment is not of the essence. If a party fails to make a payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 3% a year above the Bank of England's base rate from time to time, but at 3% a year for any period when the base rate is below 0%. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be due, from the day the dispute is resolved until payment.
5. Delivery
5.1 The Goods shall be delivered by Supplier, or its nominated carrier as agreed in writing on the PO to the Port of Discharge Incoterms 2020 on the date(s) specified in the PO. The Port of Discharge shall be as set out on the PO.
5.2 Each delivery of the Goods shall be accompanied by the Required Documents. The Goods shall not be delivered by instalments unless otherwise specified in the PO or agreed in writing by GFS. Time of delivery is of the essence.
5.3 If Supplier fails to deliver any of the Goods by the date specified in the PO, GFS shall (without prejudice to its other rights and remedies) be entitled at its sole discretion to:
5.3.1 require Supplier to promptly and at its own cost arrange for redelivery of the correct volume terminate the Contract in whole or in part; and/or
5.3.2 purchase the same or similar Goods from another supplier; and/or
5.3.3 refuse to accept the delivery of any more Goods under the Contract; and/or
5.3.4 recover from Supplier all costs and losses resulting to GFS from the failure in delivery, including the amount by which the price payable by GFS to acquire those Goods from another supplier exceeds the price payable under the Contract and any loss of profit.
6. Quality
6.1 Supplier warrants and represents that upon delivery and thereafter for a reasonable period commensurate with the nature of the Goods, the Goods shall:
6.1.1 conform to their description, including with respect to quantity;
6.1.2 be free from defects;
6.1.3 comply with all Applicable Laws, standards and best industry practice;
6.1.4 be of satisfactory quality as per the Applicable Laws; and
6.1.5 be fit for purpose and any purpose held out by Supplier and as otherwise required to meet GFS's needs.
6.2 If a GFS end customer notifies GFS of any defect with the Goods arising out of non-compliance with clause 6.1, then GFS may serve a written notice on Supplier, which shall be within 10 (ten) days of the end customer’s receipt of the Goods at the Port of Discharge, that some or all of the Goods do not comply with clause 6.1. The Supplier may request an independent third party to inspect the Goods and verify whether the Goods are compliant with clause 6.1. Provided that both Parties and the end customer(s) are invited to participate in such inspection, the determination of such independent third party shall be final and binding. If the independent third party does find that the Goods are non-compliant, then Supplier shall, without prejudice to GFS's other rights and remedies, replace, or refund the price of, such Goods, as per the request of GFS. The provisions of these GTP shall apply to any Goods that are so replaced.
6.3 Without prejudice to its rights under clause 6.2, GFS shall be entitled to reject any Goods which are not in full compliance with the Contract. Any acceptance of defective, late or incomplete Goods or any payment made in respect thereof, shall not constitute a waiver of any of GFS's rights and remedies, including its right to reject. Any rejected Goods may be returned to Supplier by GFS at Supplier's cost and risk. Supplier shall pay to GFS a reasonable charge for storing and returning any of the Goods over-delivered or rejected.
6.4 GFS's rights and remedies under these GTP are in addition to, and do not exclude or modify, its rights and remedies implied by Applicable Laws. The rights of GFS in this clause 6 are without prejudice to GFS's other rights and remedies under the Contract including those under clause 8.
7. Title
7.1 Title to the Goods shall pass to GFS on the sooner of:
7.1.1 payment by GFS for the Goods under clause 4; or
7.1.2 delivery of the Goods to GFS under clause 5.
7.2 The passing of title shall not prejudice any other of GFS's rights and remedies, including its right to reject.
7.3 Supplier and no other person shall have a lien on, right of stoppage in transit or other rights in or to any Goods title to which has vested in GFS, and Supplier shall ensure that relevant third parties accept the exclusion of such lien and rights.
7.4 Supplier warrants and represents that it:
7.4.1 has, at the time the Contract is made, full, clear and unencumbered title to the Goods, and the full, clear and unencumbered right to sell and deliver them to GFS; and
7.4.2 shall hold such title and right to enable it to ensure that GFS shall acquire a valid, unqualified title to the Goods and shall enjoy quiet possession of them.
8. Warranties
8.1 Supplier warrants and represents that it shall:
8.1.1 comply with Applicable Law and shall maintain all such consents, licenses, authorizations, approvals and permits as are necessary to supply the Goods and otherwise perform its obligations under or in connection with the Contract;
8.1.2 ensure the Contract is executed by a duly authorized signatory on behalf of Supplier;
8.1.3 provide high quality Required Documents for the Goods;
8.1.4 ensure compliance and fulfilment of its obligations in accordance with the PO and the Contract;
8.1.5 observe, and ensure that Supplier Personnel observe and comply with all Applicable Law, including all health and safety rules and regulations and any other security requirements that apply at the Port of Discharge;
8.1.6 ensure that Supplier Personnel use reasonable skill and care in supplying the Goods.
8.2 Supplier warrants and represents that it understands GFS's business and needs.
9. Indemnity and insurance
9.1 Supplier shall indemnify GFS against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by GFS as a result of or in connection with any claim made against GFS by a third party:
9.1.1 arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by Supplier, its employees, agents or subcontractors; or
9.1.2 for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of Supplier, its employees, agents or subcontractors.
This clause 11 shall survive termination of the Contract.
10. Force Majeure
10.1 Provided it has complied with clause 10.2, if due to an event, circumstance or cause beyond its reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) (FM Event) a party is prevented from performing any of its obligations under the Contract (Affected Party), the Affected Party shall not be in breach of the Contract or otherwise liable for any such failure in the performance of such obligations.
10.2 The Affected Party shall:
10.2.1 promptly notify the other party of the FM Event and its expected duration; and
10.2.2 use best endeavors to minimize the effects of the FM Event.
11. Termination
11.1 Without limiting its other rights or remedies, GFS may terminate the Contract with immediate effect by giving written notice to Supplier if:
11.1.1 Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so. For the avoidance of doubt delayed delivery of the Goods shall not be remediable;
11.1.2 Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, save to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Contract;
11.1.3 Supplier suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
11.1.4 Supplier's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy;
11.1.5 any consent, license or authorization held by Supplier is revoked or modified such that Supplier is no longer able to comply with its obligations under the Contract;
11.1.6 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 11.1.2 to 11.1.5 including, for the avoidance of doubt, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorizing any steps to be taken to enter into an insolvency process.
11.2 GFS may terminate the Contract any time by giving not less than four weeks' notice in writing to Supplier if Supplier undergoes a change of Control or if it is realistically anticipated that it shall undergo a change of Control within two months. Control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company.
11.3 If Supplier becomes aware that any event has occurred, or circumstances exist, which may entitle GFS to terminate the Contract under this clause 11, it shall immediately notify GFS in writing.
11.4 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of GFS at any time up to the date of termination or expiry. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry shall remain in full force and effect.
12. Notices
12.1 Any notice or other communication given by a party under these GTP shall be in writing and sent to the relevant party at the address set out in the PO.
12.2 Notices may be given, and are deemed received:
12.2.1 by hand: on receipt of a signature at the time of delivery;
12.2.2 by registered post: at 9.00 am UAE time on the fourth Business Day after posting; and
12.3 Any change to the contact details of a party as set out in the PO shall be notified to the other party in accordance with clause 12.1 and shall be effective:
12.3.1 on the date specified in the notice as being the date of such change; or
12.3.2 if no date is so specified, 10 Business Days after the notice is deemed to be received.
12.4 This clause 12 does not apply to notices given in legal proceedings or arbitration.
13. Entire agreement
13.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
13.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
13.3 Nothing in these GTP purports to limit or exclude any liability for fraud.
14. General
14.1 Variation: No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.2 Assignment:
14.2.1 GFS may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
14.2.2 Supplier may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of GFS.
14.3 Subcontracting: Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of GFS. If GFS consents to any subcontracting by Supplier, Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
14.4 Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this Clause 14.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.5 No waiver: A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
15. Dispute Resolution
15.1 Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 15.
15.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
15.3 The parties shall use all reasonable endeavors to reach a negotiated resolution through the following procedure:
15.3.1 Within five Business Days of service of the notice, the contract managers (or equivalent) of each of the parties shall discuss the dispute and attempt to resolve it.
15.3.2 Until the parties have completed the steps referred to in clause 15.3, and have failed to resolve the dispute, neither party shall commence formal legal proceedings except that either party may at any time seek urgent interim relief from the courts.
16. Governing law and jurisdiction
16.1 The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with the laws of UAE.
16.2 The parties irrevocably agree that the courts of UAE shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).
Last updated 01 January 2025.