PLATINUM FOOD PARTNERS LTD – TERMS & CONDITIONS OF SALE

1. Interpretation

Broker: Platinum Food Partners Ltd.

Customer: The purchaser of Goods from the Broker.

Goods: Meat and associated products supplied through the Broker.

Contract: Agreement between Broker and Customer incorporating these Terms.

Specification: Description agreed in writing.

Working Day: Monday–Friday, excluding public holidays.

Defect: Material non-conformity with the Specification.

Hidden Defect: Defect not reasonably identifiable at delivery.

Writing: Includes email and electronic communication.

“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.

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

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. Delivery

4.1 Delivery terms are as agreed in the PO.

4.2 Risk passes to the Customer upon delivery.

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

• Storage
• Handling
• Redelivery
• Loss on resale

4.4 After 3 Working Days, goods may be resold or returned.

5. Inspection & Claims

5.1 Customer must inspect Goods immediately on delivery.

5.2 Defect notification periods:

• Fresh/chilled: within 6 hours of delivery
• Frozen: within 48 hours of delivery
• Hidden defects: within 3 days of discovery

5.3 Claims outside these windows are not accepted.

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

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

6. Customer Responsibilities

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 mis-handling.

7. 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

8. Warranties

8.1 As a broker, the Broker:

(a) warrants it has the right to sell the Goods;

(b) warrants Goods match the Specification supplied by the upstream supplier;

(c) passes through supplier warranties to the Customer where permitted.

8.2 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.

8.3 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.

9. Product Recall

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.

10. Confidentiality

Customer must not disclose:

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

This obligation lasts 5 years.

11. 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

12. 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 = the price of the Goods in that Contract.

13. 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

14. Force Majeure

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

15. Termination

The Broker may terminate immediately if the Customer:

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

All outstanding invoices become immediately payable.

16. Governing Law

English law applies.

Exclusive jurisdiction of England & Wales courts.