Terms & Conditions of Sale

1. Interpretation & Definitions

Broker

Platinum Food Partners Ltd.

Customer

The purchaser of Goods from the Broker.

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, ingredients, or any associated food or non-food items supplied under a Purchase Order.

Purchase Order / PO

Any electronic or written order issued for the supply of Goods.

Specification

The agreed description, quality requirements, technical criteria, samples, product standards, customer requirements, retailer codes of practice, or legal standards communicated in writing 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 or identifiable upon delivery despite normal inspection.

Working Day

Monday to Friday, excluding public and bank holidays in England.

Writing

Includes email and electronic communication.

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. Broker Status

2.1 The Customer acknowledges the Broker acts solely as an intermediary. The Broker does not:

  • Manufacture
  • Process
  • Pack
  • Slaughter
  • Operate factories

2.2 All manufacturing, hygiene, and production-level compliance is the supplier’s responsibility.

2.3 A Contract is formed only when the Broker accepts the Customer’s Order in Writing by order summary.

3. Price & VAT

3.1 Prices are as stated in the PO.

3.2 Meat is zero-rated; VAT applies only to services.

3.3 Third-party charges are excluded unless stated.

3.4 Promotional prices, special offers, or discounted pricing are available strictly while stocks last, are subject to availability, and may be withdrawn, amended, or cancelled by the Broker at any time without notice.

4. Payment and Credit Terms

4.1 All prices and invoices are quoted and payable in GBP unless otherwise agreed in Writing. Invoices will be raised using the date of delivery and must be paid in cleared funds within 28 calendar days of that date.

4.2 Payment must be made by bank transfer/BACS. Any bank or transfer charges are the Customer’s responsibility. Payment must be made without deduction, withholding, or set-off.

4.3 If payment is late, the Broker reserves the right to charge statutory interest of up to 3% above the Bank of England base rate, together with the late-payment fee of £40. These are calculated per invoice.

4.4 The Broker may suspend future orders and deliveries until all overdue amounts are paid.

4.5 Invoices remaining unpaid for more than 45 calendar days from the invoice date may be reported to the Broker’s credit insurance partners, which may affect the Customer’s present or future credit facilities.

5. Delivery

5.1 Delivery terms are as agreed in the PO.

5.2 Risk passes to the Customer upon delivery.

5.3 If the Customer fails to take delivery, the Broker may charge:

  • Storage
  • Handling
  • Redelivery
  • Loss on resale

5.4 After 3 Working Days following failed delivery, goods may be resold or returned.

6. Inspection & Claims

6.1 Customer must inspect Goods immediately on delivery.

6.2 Defect notification periods:

  • Fresh/Chilled: within 6 hours of delivery
  • Frozen: within 48 hours of delivery
  • Hidden Defects: within 3 days of discovery

6.3 Claims outside these windows are not accepted.

6.4 Goods must not be used, defrosted, repacked, mixed, or resold until the claim is resolved.

6.5 If the Goods are processed or altered, claims are void.

7. Customer Responsibilities

The Customer is responsible for:

  • Maintaining correct storage and temperature control from delivery
  • Ensuring hygiene and segregation
  • Using the product appropriately
  • Preventing cross-contamination
  • Correct handling during further processing

The Broker is not liable for losses arising from customer mishandling.

8. Weight Loss, Shrink & Natural Variation

The Broker is not liable for:

  • Natural drip loss
  • Frozen-to-fresh weight changes
  • Age-related shrink
  • Variation typical of meat products

9. Warranties

9.1 As a broker, the Broker:

  1. warrants it has the right to sell the Goods;
  2. warrants Goods match the Specification supplied by the upstream supplier; and
  3. passes through supplier warranties to the Customer where permitted.

9.2 The Broker warrants that the Goods supplied shall be suitable for their intended purpose, whether for human consumption or for pet food manufacture, and shall comply with all legal, safety, hygiene, and industry standards applicable to the intended use. The Customer is responsible for declaring the intended end use when placing the Order.

9.3 Where Goods are supplied for pet food manufacture, the Customer acknowledges that such Goods may not meet human consumption standards and accepts responsibility for ensuring correct handling, processing, segregation, and compliance with all applicable pet food, animal by-product (ABP), and feed material regulations.

The Broker provides no manufacturing warranties.

10. Product Recall

The Customer must fully cooperate with any recall, including:

  • Quarantine of stock
  • Providing traceability records
  • Following instructions immediately

The Broker’s liability is limited to losses caused by its own negligence.

11. Confidentiality

The Customer must not disclose:

  • Supplier identities
  • Pricing
  • Broker margins
  • Documentation
  • Specifications

This obligation lasts for 5 years.

12. Indemnity

The Customer indemnifies the Broker for losses arising from:

  • Improper storage or handling
  • Failure to follow hygiene or cold chain
  • Resale of Goods
  • Failure to comply with recall instructions

13. Limitation of Liability

The Broker is not liable for:

  • Loss of profit
  • Loss of business
  • Loss of opportunity
  • Consequential losses
  • Manufacturing defects (responsibility of supplier)

Maximum liability: Equal to the price of the Goods in that Contract.

14. Right to Withhold Supply

The Broker may suspend or cancel deliveries if:

  • Invoices are overdue
  • Credit limits are exceeded
  • There are concerns regarding product safety or claim abuse

15. Force Majeure

Parties are not liable for events outside reasonable control, including transport disruption, border issues, strikes, pandemics, and regulatory action.

16. Termination

The Broker may terminate immediately if the Customer:

  • Fails to pay
  • Becomes insolvent
  • Breaches confidentiality
  • Refuses to cooperate with recalls
  • Repeatedly abuses the claim process

Upon termination, all outstanding invoices become immediately payable.

17. Governing Law

17.1 English law applies.

17.2 Exclusive jurisdiction of the courts of England & Wales.