PLATINUM FOOD PARTNERS – PURCHASE TERMS & CONDITIONS

1. Definitions

Buyer: Platinum Food Partners Ltd.

Supplier: The party supplying Goods to the Buyer.

Goods: Meat, poultry, food products, ingredients, packaging, or materials supplied under a Purchase Order.

Purchase Order / PO: An order issued by the Buyer incorporating these Terms.

Specification: The agreed description, samples, technical requirements, customer requirements, retailer codes of practice, or regulatory standards communicated by the Buyer.

Working Day: Monday to Friday, excluding public holidays in England.

Hidden Defect: A defect not reasonably discoverable upon delivery.

“Contract” means the agreement between the parties for the purchase or sale of Goods incorporating these Terms and any Purchase Order.

“Goods” means meat, poultry, offal, co-products, pet food raw materials, ingredients or any associated food or non-food items supplied under a Purchase Order.

“Specification” means the agreed description, quality requirements, technical criteria, samples, product standards, customer requirements, retailer codes of practice, or legal standards communicated by the Buyer/Broker.

“Defect” means any failure of the Goods to meet the Specification or any legal, safety, quality, hygiene, documentation or temperature requirement.

“Hidden Defect” means a Defect not reasonably discoverable upon delivery despite normal inspection.

“Working Day” means Monday to Friday, excluding bank holidays in England.

“Force Majeure” means an event beyond a party’s reasonable control, including natural disasters, fire, flood, pandemic, epidemic, government restriction, border closure, war, civil unrest, strike, power outage, failure of transport infrastructure, or any similar event preventing performance.

Force Majeure shall not excuse any failure relating to food safety, temperature control, contamination, traceability, labelling, documentation, vehicle hygiene or statutory compliance.

“Losses” means all direct costs, losses, penalties, charges, deductions, damages, legal fees and expenses incurred.

“Product Recall” or “Withdrawal” means any instruction to remove, recall, return or destroy Goods due to safety, legality, traceability or quality concerns.

“Title” means legal ownership of the Goods.

“Risk” means responsibility for damage, loss, deterioration, contamination or temperature deviation.

“Puchase Order” or “PO” means any electronic or written order issued for the supply of Goods.

2. Application of Terms

2.1 These Terms apply exclusively and override any Supplier terms.

2.2 Acceptance of a Purchase Order constitutes acceptance of these Terms.

2.3 Any change must be agreed in writing by a Director of the Buyer.

3. Price

3.1 Prices are as stated in the PO or agreed in writing.

3.2 Prices include packaging, pallets, and all associated costs unless agreed otherwise.

3.3 Meat is zero-rated for VAT. VAT applies only to services such as transport or storage.

3.4 No additional charges may be invoiced unless agreed in writing.

4. Supplier Warranties

The Supplier warrants that all Goods:

4.1 Comply with all legal obligations, including:

• UK Food Safety Act 1990
• UK hygiene legislation
• Retained EU Regulations 178/2002, 852/2004, 853/2004
• Animal welfare legislation
• Import/export rules

4.2 Meet the following quality criteria:

• Fit for human consumption
• Free from defects, contamination, foreign bodies, or microbiological failures
• Correct temperature maintained at all times
• Match the Specification and PO
• Authentic, correctly declared species/origin, and free from any food fraud
• Fully traceable with correct, complete documentation

4.3 Comply with all customer-specific, retailer-specific, or regulatory specifications notified by the Buyer.

4.4 Do not infringe third-party IP rights.

4.5 Are not substituted, reworked, or altered without approval.

5. Inspection & Defects

5.1 Inspection After Delivery

The Buyer may inspect the Goods after delivery and is entitled to raise any issues, defects or documentation concerns identified during inspection.

5.2 Defect Notification Periods

The Buyer must notify the Supplier of any Defects within the following timescales:

• Fresh/Chilled Goods: within 24 hours of delivery
• Frozen: within 7 days of delivery
• Hidden Defects: within 14 days of discovery
• Legal, regulatory or safety-related Defects: no time limit

5.3 Missing or incorrect documentation is a material defect.

5.4 If Goods fail to comply, the Buyer may:

• Reject the Goods
• Require replacement
• Require refund
• Purchase alternatives and recover the cost difference
• Claim losses or damages
• Require disposal at Supplier’s cost

5.5 Supplier remains liable even if the Buyer has processed the Goods, where the issue originated from the supply.

6. Delivery & Collection

6.1 Delivery or Collection

The Supplier shall either:

(a) deliver the Goods to the location specified by the Buyer; or

(b) make the Goods available for collection at the agreed date and time.

6.2 Supplier Delivery Requirements

Where the Supplier delivers, the Supplier is responsible for:

• Timekeeping
• Temperature control
• Vehicle hygiene
• Correct documentation
• Safe loading/unloading
• Traceability and labelling compliance

6.3 Buyer Collection Requirements

Where the Buyer (or its haulier) collects the Goods:

(a) Goods must be kept at correct temperature until handover.

(b) Goods must be fully documented before release.

(c) Supplier must load safely and on time.

(d) Goods are not deemed collected until a signed collection note is issued.

(e) Risk remains with Supplier until signature of collection note.

6.4 Time is of the Essence

Both parties must meet confirmed delivery/collection times.

6.5 Rejection Rights

The Buyer may reject Goods that are:

• Early or late
• Not ready on collection
• Incorrectly documented
• Outside temperature specification

6.6 Transfer of Risk and Title

Risk transfers to the Buyer only when:

(a) the Goods are delivered and accepted; or

(b) the Goods are collected and signed for.

Title transfers on acceptance.

8. Temperature & Transport Responsibility (Updated)

8.1 Whether delivering or supplying for collection, the Supplier is responsible for:

• Maintaining correct temperature
• Storage integrity until handover
• Providing temperature records on request
• Ensuring no cross-contamination
• Complying with all UK food transport laws

8.2 For collection, Goods must be held at correct temperature up to and including the moment of handover.

8.3 Failure to provide temperature logs on request shall deem the Goods non-compliant.

9. Title & Risk (Updated)

9.1 Title passes only upon delivery AND acceptance, or collection AND signature.

9.2 Risk remains fully with the Supplier until the Buyer’s acceptance.

10. Insurance

Supplier must maintain:

• Product Liability Insurance
• Product Recall & Contamination Insurance

11. Product Recall

Supplier must:

• Notify Buyer immediately of any quality or safety issue
• Cover all costs of any recall, withdrawal, disposal, or replacement
• Participate fully and provide documentation and traceability

Supplier is fully liable for all recall losses arising from its Goods.

12. Charges from Buyer’s Customers

Supplier is liable for all charges, penalties or deductions imposed by the Buyer’s customers arising from the Supplier’s failures, including late delivery, incorrect paperwork, defects or quality issues.

13. Indemnity

Supplier shall fully indemnify the Buyer for all losses, including:

• Replacement costs
• Customer deductions
• Loss of profit
• Transport/storage
• Recall costs
• Regulatory fines
• Legal fees
• Reputational damage

Supplier’s liability is unlimited.

14. Audit Rights

Buyer may audit the Supplier’s premises, systems, documentation and processes. Failure allows immediate suspension or termination.

15. Variation, Availability & Change Control

Supplier must give at least 14 days’ notice of any:

• Change to specification
• Change in origin
• Availability issues
• Market withdrawal
• Plant shutdown or change in production site
• Price change

16. Subcontracting

Supplier may not subcontract manufacturing, packing or storage without written approval.

17. Termination

Buyer may terminate immediately for:

• Non-compliance
• Defects or unsafe Goods
• Repeated delivery failures
• Documentation issues
• Insolvency
• Change in ownership that affects supply

18. Force Majeure

For clarity, Force Majeure shall not excuse any failure relating to food safety, temperature control, contamination, traceability, labelling, documentation, vehicle hygiene or statutory compliance.

Supplier must prove reasonable steps were taken.

19. Confidentiality

All Buyer information must remain confidential.

20. Governing Law

English law applies.

Exclusive jurisdiction of the courts of England & Wales.