General Terms of Sale (GTS)
1. Definitions and interpretation
1.1 In these GTS 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 Customer and GFS for the sale and purchase of Goods comprised of these GTS and the PI;
Customer means the named party who has agreed to purchase the Goods from GFS and whose details are set out in the PI;
Force Majeure means any circumstance beyond a party's reasonable control including:
a) acts of God, flood, drought, earthquake or other natural disaster;
b) epidemic or pandemic;
c) terrorist attack, civil war, civil commotion or riots, war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
d) nuclear, chemical or biological contamination or sonic boom;
e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary license or consent;
f) strikes, industrial action or lockouts;
g) factory breakdowns; and
h) interruption or failure of utility service (such as electricity, gas or water);
GFS means Global Foods Solutions FZE located at Jebel Ali Free Zone, Dubai, UAE, with Trade License number 100482247;
Goods means the goods set out in the PI and to be supplied by GFS to Customer in accordance with the Contract;
GTS means GFS's terms and conditions of sale set out in this document;
PI means GFS's proforma invoice for the sale of Goods to Customer as set out in GFS's purchase invoice document;
Port of Loading means the port of loading for delivery of the Goods as set out in the PI or otherwise notified to Customer in writing by GFS;
Port of Discharge means the port of destination for the final delivery of the Goods as set in the PI; and
Price has the meaning given in clause 3.1.
1.2 In these GTS, 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 GTS
2.1 These GTS apply to and form part of the Contract between Customer and GFS, to the exclusion of any other terms that Customer 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 All orders are subject to quotation from GFS in the form of a PI. Acceptance of a PI by GFS and formation of a Contract shall occur when GFS receives Customer's written confirmation of the PI, including in the form of a copy of the PI signed and stamped by Customer, or failing which, the Customer shall be deemed to have accepted the PI, if the Customer conducts itself as having accepted the PI (for example, by taking receipt of the loading schedule, loading documents or proceeds with the next steps in transaction). Customer may not cancel any PI after acceptance by GFS except with GFS's express written approval.
3. Price
3.1 The price for the Goods shall be as set out in the PI as may be amended in accordance with clause 3.2 (Price).
3.2 GFS may, by giving notice to Customer at any time up to [5] Business Days before delivery, increase the Price to reflect any increase in the cost of the Goods that is due to:
3.2.1 any factor beyond GFS's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
3.2.2 any request by Customer to change the delivery date(s), or quantities, types or descriptions of Goods ordered; or
3.2.3 any delay caused by any instructions of Customer or failure of Customer to give GFS adequate or accurate information or instructions.
3.2.4 All prices are exclusive of taxes, impositions, and other charges including but not limited to valued added and similar taxes or charges, excise, sales and use taxes imposed by any government or authority.
4. Payment
4.1 Unless otherwise a charge account terms and conditions form is duly signed between the Parties, the Customer shall pay the Price to GFS in advance of delivery in accordance with the payment terms stated on the PI, to the bank details set out on the PI. Time for payment shall be of the essence of the Contract.
Title to the Goods shall pass to Customer upon handover of original Bill of Lading to the Customer. GFS shall have the right to charge interest on any or all overdue, outstanding amounts not settled by the Customer at due date at the rate of 1% per month starting as of the due payment date.
4.2 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding.
5. Delivery
5.1 The Goods shall be delivered by GFS, or its nominated carrier, CIF or CNF the Port of Loading Incoterms 2020, unless otherwise stated in the confirmation on the date(s) specified in the PI. The Port of Discharge shall be as set out on the PI. No order shall be delivered until reception of the confirmation of said proforma invoice in writing (can be by email), unless otherwise specified by GFS in writing.
5.2 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. If GFS fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. GFS shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by Force Majeure or Customer's failure to provide GFS with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.3 GFS is entitled to deliver up to and including 5% above or below the quantity stated in the PI and to issue a revised PI with a pro rata adjustment to reflect the same.
5.4 GFS may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not affect other instalments and shall not entitle Customer to cancel any other instalment.
6. Quality
6.1 GFS warrants that on delivery, and for a period of 3 (three) days as of the container of Goods being gated out from the Port of Discharge (Warranty Period), the Goods shall conform in all material respects to their description, be free from material defects and be of satisfactory quality as per the Applicable Laws.
6.2 Subject to clause 6.3, if:
6.2.1 Customer gives notice in writing to GFS during the Warranty Period as soon as possible after discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1; and
6.2.2 GFS is given a reasonable opportunity of examining such Goods.
GFS shall refund the price of the defective Goods in full.
6.3 GFS shall not be liable for the Goods' failure to comply with the warranty set out in clause 6.1 if:
6.3.1 Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;
6.3.2 the defect arises because Customer failed to follow GFS's oral or written instructions as to the storage and use of the Goods or (if there are none) good trade practice regarding the same;
6.3.3 Customer alters such Goods without the written consent of GFS;
6.3.4 the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions; or
6.3.5 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.4 Except as provided in this clause 6, GFS shall have no liability to Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.
7. Limitation of liability
7.1 References to liability in this clause 7 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
7.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
7.2.1 death or personal injury caused by negligence;
7.2.2 fraud or fraudulent misrepresentation;
7.2.3 illicit and illegal products forbidden by the Applicable Laws; or
7.2.4 defective products under the Federal Law N-15 of 2020 on Consumer Protection.
7.3 Subject to clause 7.2, GFS shall not be held liable and responsible in any way, and the following types of loss are wholly excluded:
7.3.1 loss of profits;
7.3.2 loss of sales or business;
7.3.3 loss of agreements or contracts;
7.3.4 loss of anticipated savings;
7.3.5 loss of use or corruption of software, data or information;
7.3.6 loss of or damage to goodwill; and
7.3.7 indirect or consequential loss, including of the type set out at clauses 7.3.1 to 7.3.6.
7.4 This clause 7 shall survive termination of the Contract.
8. Force majeure
8.1 Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if it is prevented, hindered or delayed in or from performing such obligations under this Contract by Force Majeure. The time for performance of such obligations shall be extended accordingly. However, the Force Majeure shall not excuse payment of any amount due to GFS at the time of such occurrence.
8.2 If performance is so prevented, hindered or delayed for a continuous period of more than three months, the party not affected by Force Majeure may terminate the Contract by giving 20 days' written notice to the affected party.
9. Termination
9.1 Subject to clause 5.2, in the event of a delay in the delivery of the Goods or if GFS is unable to deliver the Goods as a result of Force Majeure, GFS shall notify the Customer of the delay, whereupon, the Parties shall mutually agree on the way forward. , failing which, GFS shall have the discretion whether to terminate unilaterally the Contract or proceed with it, without engaging its responsibility.
9.2 Without limiting its other rights or remedies, GFS may terminate the Contract with immediate effect by giving written notice to Customer if:
9.2.1 Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 (Ten) days of that party being notified in writing to do so;
9.2.2 Customer 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;
9.2.3 Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
9.2.4 Customer'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;
9.2.5 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 9.2.2 to 9.2.4 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 authorising any steps to be taken to enter into an insolvency process; or
9.2.6 Customer fails to pay any amount due under the Contract on the required due date for payment.
9.3 If Customer becomes aware that any event has occurred, or circumstances exist, which may entitle GFS to terminate the Contract under this clause 9, it shall immediately notify GFS in writing.
9.4 Without limiting its other rights or remedies, GFS may suspend provision of the Goods under the Contract or any other contract between Customer and GFS if Customer becomes subject to any of the events listed in clauses 9.2.2 to 9.2.4 or fails to pay as set out in clause 9.2.6, or GFS reasonably believes that Customer is about to do or become subject to any of the same.
9.5 On termination of the Contract for any reason Customer shall immediately pay to GFS all outstanding unpaid PIs and interest.
9.6 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.
10. Notices
10.1 Any notice or other communication given by a party under these GTS shall be in writing and sent to the relevant party at the address set out in the PI.
10.2 Notices may be given, and are deemed received:
10.2.1 by hand: on receipt of a signature at the time of delivery;
10.2.2 by registered post: at 9.00 am Dubai time on the fourth Business Day after posting.
10.3 Any change to the contact details of a party as set out in the Purchase Order shall be notified to the other party in accordance with clause 10.1 and shall be effective:
10.3.1 on the date specified in the notice as being the date of such change; or
10.3.2 if no date is so specified, 10 (Ten) Business Days after the notice is deemed to be received.
10.4 This clause 10 does not apply to notices given in legal proceedings or arbitration.
10.5 A notice given under these GTS is not validly served if sent by email.
11. Entire agreement
11.1 The Contract constitutes the entire agreement between the parties.
11.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
11.3 Nothing in these GTS purports to limit or exclude any liability for fraud.
12. General
12.1 Variation: No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
12.2 Assignment:
12.2.1 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.
12.2.2 Customer 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.
12.3 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 12.3 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.
12.4 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.
12.5 Amendments: GFS reserve the right to change these GTS from time to time.
13. Dispute Resolution
13.1 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 13.
13.2 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.
13.3 The parties shall use all reasonable endeavors to reach a negotiated resolution through the following procedure:
13.3.1 Within 5 (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.
13.3.2 Until the parties have completed the steps referred to in clause 13.3, 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.
14. Governing law and jurisdiction
14.1 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.
14.2 The United Nations Convention for the International Sale of Goods shall not apply to these Terms or to any contracts of sale entered into between GFS and the Customer.
14.3 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.