General Terms and Conditions of Purchase for:

Abbeyfield Foods Limited,
Abbeyfield Foods FZ-LLC,
Abbeyfield Food Sourcing Ltd,
Abbeyfield Foods DMCC
(hereinafter called "the Buyer")

1 – Quality Control
• • It is the Seller's responsibility to ensure that the product specifications as per the Buyer's contract are adhered to.
• The seller is fully responsible for all costs incurred by the buyer as a result of any defect, including wrong specification that has occurred in the product prior to the shipment.
• The Buyer retains the right not to accept any production which does not comply with the specifications as laid out in the contract of purchase.
• The Buyer's quality controllers must be given access to the production plants, cold stores and loading bays in order to have the opportunity to carry out an inspection of the product. This inspection does not relieve the responsibility of the seller to ensure that the product is produced in accordance to the specifications of the contract.
• No changes can be made to the specification by the Buyer's quality controllers or any other person unless it is agreed in writing by the Buyer's head office.
• It is the responsibility of the Seller to ensure that the product is produced to the correct specification and that all packing, labelling, documentation, production and expiry dates are in accordance with the regulations of the importing country.
• The Buyer or its quality controllers cannot be held responsible for any problems or any claim from the final client in relation to problems that have occurred to the product prior to shipment.
• The seller must advise when production is due to commence so the Buyer can decide whether to send his inspectors to follow the production.

2 – Storage
• It's the seller's responsibility to ensure that the goods are stored at the correct temperature prior to the shipment.

3 – Shipment
• The Seller must give at least one week's notice of their intention to load a container.
• The Seller must provide the Buyer with loading details up to 48hrs after goods are loaded at the plant.
• It is the responsibility of the Seller to ensure that the goods are delivered to the port on time with the correct export documents in order to ship the goods in accordance with the agreed shipping schedule.
• The seller must advise the buyer of any change in the schedule and the buyer reserves the right to cancel the contract or re-negotiate the price if shipment is delayed by more than two weeks.
• All local charges, taxes, duties, local demurrage, electricity, storage, documentation, halal slaughter costs (if applicable), insurances in the country of origin, legalisation and any other cost in the country of origin are the responsibility and to the account of the Seller.

4 – Documentation
• All documents must be delivered to the buyer up to 10 days prior to the arrival of the container at the port of destination and any charges incurred for late documents shall be for the account of the Seller.
• The Buyer must receive copies of all documents before the originals are sent to the Buyer or their bank.
• It is the responsibility of the Seller to ensure that all documents are issued correctly and any charges incurred for incorrect documents shall be to the account of the Seller.

5 – Payments
• All commercial invoices issued to the Buyer must show a deduction of any advance payment made by the buyer for each container shipped, if an advance payment has been paid by the buyer.
• The Seller agrees that all prepayments made by the Buyer are subject to the Buyer's terms and conditions of purchase.
• The Seller agrees that in the event that the Seller is unable to produce the products as per the contract, then the Seller will refund any money paid to them by the Buyer within 5 working days of such demand
• The Seller agrees that in consideration of the Seller making prepayments for goods in advance of receiving the title documents, the right of title for the tonnage which is equivalent to the amount paid will pass to the Buyer immediately when the product is produced without any right or lien or encumbrance on the product from any third party.
The seller agrees that in case the seller is put into Chapter 11, Receivership or Bankruptcy or is unable to produce the product under the purchase contract for any reason then the buyer has the right to offset any amounts paid to the seller against payments due for other purchase contracts that have been or are due to be produced by the seller for the buyer .

6 – Claims
• In the event of a claim or dispute the Buyer and Seller shall do their best to resolve the issue in an amicable way without the need of an independent survey.
• If it's not possible then any claims for quality will be subject to an independent survey acceptable to both the Seller and the Buyer.
• The findings of the independent survey report shall be final and serve as a basis of the settlement between the parties. The cost of the survey shall be borne by the party at fault.
• In the case of a ban being placed by the importing country for Health or Veterinary reasons, the Buyer reserves the right to return the goods to the Seller and to receive a full refund of the price paid for the goods along with the costs incurred by the Buyer in shipping and returning the goods.
• The Seller shall be responsible for any direct or indirect loss or third party claims occasioned by any delay in completing the Buyer's order.
• Where goods are defective for any reason, including negligence, or the goods are not accepted due to problems that occurred prior to shipment including incorrect packaging, labels or markings, at Buyer's option, the Seller shall rectify such defect by way of replacement or shall refund the Buyer the full value of the product and all costs incurred by the Buyer as a result of the defect shall be to the account of the Seller.
• In case of any Sanctions being placed by the importing country the Buyer reserves the right to the return the goods to the producer and receive a full refund of any funds paid along with the costs incurred by the Buyer in shipping and returning the goods.

7 – Force Majeure
• Every effort will be made by the Buyer to carry out its contracts but the due performance of such contracts is subject to cancellation in contract or variation thereof as may be necessary as a result of Force Majeure due to war or threat of war, civil unrest, riots or strikes in the country of destination or the inability to secure labour, materials or supplies as a result of Acts of God, war, threat of war, strike, lock-out ,or any labour dispute, fire, flood, drought, legislation or other cause (whether of the forgoing class or not) beyond the Buyer’s control.

8 – Settlement of disputes
• In the case of a dispute the English language will prevail.
• Any dispute which cannot be settled amicably shall be referred to the Arbitration Court in London.