Terms & Conditions of Purchase
1. Definitions
Buyer
Platinum Food Partners Ltd.
Supplier
The party supplying Goods to the Buyer.
Contract
The agreement between the parties for the purchase or sale of Goods incorporating these Terms and any Purchase Order.
Goods
Meat, poultry, offal, co-products, pet food raw materials, food products, ingredients, packaging, materials, or any associated food or non-food items supplied under a Purchase Order.
Purchase Order / PO
Any electronic or written order issued by the Buyer for the supply of Goods incorporating these Terms.
Specification
The agreed description, quality requirements, technical criteria, samples, product standards, customer requirements, retailer codes of practice, or legal and regulatory standards communicated by the Buyer/Broker.
Defect
Any failure of the Goods to meet the Specification or any legal, safety, quality, hygiene, documentation, or temperature requirement.
Hidden Defect
A Defect not reasonably discoverable upon delivery despite normal inspection.
Working Day
Monday to Friday, excluding public and bank holidays in England.
Title
Legal ownership of the Goods.
Risk
Responsibility for damage, loss, deterioration, contamination, or temperature deviation.
Product Recall / Withdrawal
Any instruction to remove, recall, return, or destroy Goods due to safety, legality, traceability, or quality concerns.
Losses
All direct costs, losses, penalties, charges, deductions, damages, legal fees, and expenses incurred.
Force Majeure
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.
Note on Force Majeure: Force Majeure shall not excuse any failure relating to food safety, temperature control, contamination, traceability, labelling, documentation, vehicle hygiene, or statutory compliance.
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:
deliver the Goods to the location specified by the Buyer; or
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:
Goods must be kept at correct temperature until handover.
Goods must be fully documented before release.
Supplier must load safely and on time.
Goods are not deemed collected until a signed collection note is issued.
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:
the Goods are delivered and accepted; or
the Goods are collected and signed for.
Title transfers on acceptance.
7. Temperature & Transport Responsibility
7.1 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
7.2 For collection, Goods must be held at correct temperature up to and including the moment of handover.
7.3 Failure to provide temperature logs on request shall deem the Goods non-compliant.
8. Title & Risk
8.1 Title passes only upon delivery AND acceptance, or collection AND signature.
8.2 Risk remains fully with the Supplier until the Buyer’s acceptance.
9. Insurance
The Supplier must maintain Product Liability Insurance.
10. Product Recall
The 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.
11. 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.
12. 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.
13. Audit Rights
Buyer may audit the Supplier’s premises, systems, documentation, and processes. Failure allows immediate suspension or termination.
14. 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
15. Subcontracting
Supplier may not subcontract manufacturing, packing, or storage without written approval.
16. Termination
Buyer may terminate immediately for:
Non-compliance
Defects or unsafe Goods
Repeated delivery failures
Documentation issues
Insolvency
Change in ownership that affects supply
17. 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.
18. Confidentiality
All Buyer information must remain confidential.
19. Governing Law
19.1 English law applies.
19.2 Exclusive jurisdiction of the courts of England & Wales.
