Sahara UK Foods General Terms & Condition

Sahara UK Foods Ltd (SUFL) – General Terms and Conditions (T&Cs)

1. DEFINITIONS

1.1 “Supplier”, “we”, “us” or “SUFL” means Sahara UK Foods Ltd (SC562307).
1.2 “Client” or “Buyer” means any business or individual placing an order with the Supplier.
1.3 “Agreement” means any contract between the Supplier and the Client for the supply of goods (including these T&Cs), formed by acceptance of an order or other binding commitment.
1.4 “Business Day” means a day other than a Saturday, Sunday or public/bank holiday in the UK.

2. INTERPRETATION & PRECEDENCE

2.1 These T&Cs apply to all supplies of goods by SUFL and prevail over the Client’s T&Cs (including those on a purchase order) unless expressly agreed in writing by an authorised signatory of SUFL.
2.2 References to “in writing” include email.
2.3 If these T&Cs conflict with an Order Confirmation, specification, or an agreed master supply agreement, the following order of precedence applies: (i) master supply agreement; (ii) Order Confirmation; (iii) these T&Cs; (iv) other referenced documents.
2.4 “About”, “circa” or similar expressions as to weight or quantity shall mean ±5% of the stated amount.

3. PRICING & TAXES

3.1 Prices are quoted in GBP (£) or Euro (€) and exclusive of VAT and any other applicable taxes, duties, customs, insurance, freight or ancillary charges unless stated otherwise.
3.2 Prices are subject to adjustment for factors outside SUFL’s reasonable control, including without limitation exchange rates, freight or duty changes, port/warehouse charges, impositions of or changes to sanctions or trade restrictions, or regulatory changes.
3.3 If a delivery is delayed or split at the Client’s request, SUFL may invoice storage, handling and additional logistics costs.

4. ORDERS & SPECIFICATION

4.1 The Client must specify quality, variety, grade, size, packing, quantity and delivery Terms. SUFL shall be entitled to rely on the Client’s information.
4.2 Any samples, specifications, descriptive matter or advertising are for guidance only. Samples are indicative; reasonable commercial tolerances apply.
4.3 SUFL may supply goods from any approved facility meeting applicable laws and standards, unless the Client specifies otherwise in writing prior to order acceptance.

5. INCOTERMS®, DELIVERY, RISK & TITLE

5.1 Delivery terms shall be as stated on SUFL’s Order Confirmation or invoice and interpreted per Incoterms® 2020.
5.2 Delivery dates are indicative and not of the essence. SUFL is not liable for delays caused by events beyond its reasonable control.
5.3 SUFL may deliver by instalments and invoice each instalment separately.
5.4 The Client must provide a correct delivery address, access and an authorised recipient. Any failed delivery, redelivery, waiting time, demurrage or access-related costs are for the Client’s account.
5.5 Ex-Store: delivery occurs when the Client (or its carrier) collects the goods or when release documents are signed or confirmed. Delivered: delivery occurs on signed proof of delivery at the Client’s designated place.
5.6 Risk passes per the agreed Incoterm. Where no Incoterm is specified, risk passes on delivery to the Client or its carrier at SUFL’s warehouse.
5.7 Title to the goods remains with SUFL until SUFL has received in full (in cleared funds) all amounts due in respect of the goods and any other sums due from the Client to SUFL (Retention of Title). While title remains with SUFL:

(a) the Client shall store the goods separately, clearly marked as SUFL’s property and insured at full replacement value;
(b) the Client shall not remove or obscure identifying marks;
(c) SUFL may, on non‑payment or insolvency, enter the Client’s premises to recover goods; and
(d) proceeds of any resale of unpaid goods shall be held on trust for SUFL to the extent of sums owed.

5.8 Weights & Tolerances. Delivery weights and timings are approximate. A variance of up to 5% of the contracted quantity/weight is deemed compliant without price adjustment. Claims regarding weight must be notified within 3 Business Days of delivery.
5.9 Inspection at Delivery. The Client must check the goods at delivery for visible damage, shortages or obvious non‑conformity and record discrepancies on the delivery note/e-POD. Failure to do so may invalidate later claims.

6. INSURANCE (CIF/CFR/FOB AND SIMILAR)

7. ACCEPTANCE, CLAIMS & TIME LIMITS

7.1 Hidden defects discovered after delivery must be notified in writing to admin@saharaukfoods.co.uk within 21 Business Days of delivery, accompanied by evidence (photos, batch/lot, COA, storage conditions and handling records). For loss-in-weight or containerised shipment claims, the latest notification period is 42 days from arrival.
7.2 The Client must preserve representative samples and give SUFL reasonable opportunity to inspect and test. No goods shall be used, disposed of or distributed without SUFL’s written consent while a claim is under review.
7.3 If goods are shown to be non‑conforming at delivery, SUFL may, at its option, repair, replace, re‑deliver, credit or refund the affected goods. This is the Client’s exclusive remedy.

8. PRODUCT QUALITY, COMPLIANCE & WARRANTY

8.1 SUFL warrants that at delivery the goods will materially conform to the agreed specification (including tolerances) and comply with applicable UK food law and hygiene legislation.
8.2 Unless expressly agreed, SUFL does not warrant suitability for any particular end‑use, process or customer specification. The Client is solely responsible for fitness for purpose, formulation and process validation.
8.3 The Client must handle and store goods hygienically per industry good practice and SUFL’s guidance.
8.4 Product Recall. Each party shall promptly notify the other of any actual/potential food safety issue. SUFL may, acting reasonably, initiate a withdrawal/recall. The parties shall cooperate and keep records. Costs shall be allocated per fault: where caused by SUFL’s breach, SUFL shall bear reasonable direct recall costs of the affected lot(s); otherwise costs are the Client’s responsibility.
8.5 Shelf‑Life Extensions. Where a batch is transferred under an approved shelf‑life extension, accompanying documents may reflect the revised BBE. The Client agrees to manage labelling to reflect the approved extension.

9. CERTIFICATIONS & DOCUMENTATION

10. PAYMENT TERMS & CREDIT

10.1 Unless otherwise agreed in writing, all invoices are payable upon or immediately after delivery. Late payments accrue interest at 3% per month, compounded monthly. SUFL may suspend further deliveries and/or withdraw credit limits.
10.2 FCL shipments must be paid within the period stated on the invoice. Ex‑store pallet orders are dispatched only after full payment unless otherwise agreed in writing.
10.3 Payments are applied to the oldest outstanding invoices unless otherwise agreed. Payments must be made via bank transfer to the account stated on the invoice. Proforma invoices are payable before order processing.
10.4 If SUFL reasonably believes the Client is, or may become, unable to pay its debts, all invoices become immediately due and payable and SUFL may require advance payment, security or stage payments, and may reclaim goods in transit where permitted by law.

11. CANCELLATION & CHANGES

11.1 Client cancellations must be in writing. Container orders: cancellations received ≥40 days before shipment are accepted without penalty (excluding customisation/packing already incurred). Pallet/Ex‑store: cancellations received ≥10 days before dispatch are accepted without penalty (excluding customisation/packing already incurred).
11.2 Any changes requested by the Client after order acceptance may result in price, timing or quantity adjustments.

12. FORCE MAJEURE

12.1 Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including but not limited to strikes, lockouts, labour disputes, fires, floods, pandemics, port congestion, civil commotion, war, terrorism, embargoes, sanctions or governmental actions, failure of carriers, or shortage of materials. Obligations are suspended for the duration of the event; if it continues for more than 60 days either party may terminate the affected contract without liability.

13. DEFAULT & REMEDIES

13.1 Seller Default. If SUFL fails to deliver by the final delivery/shipment date and the Client gives written notice, the Client may cancel undelivered quantities and, where it procures substitute goods in a commercially reasonable manner, claim the reasonable difference in price as liquidated damages (subject to Clause 15).
13.2 Buyer Default. If the Client fails to take delivery, provide instructions, open LC, or pay on time, SUFL may (a) cancel the contract in whole or in part; (b) store or dispose of the goods at the Client’s risk and expense; and/or (c) resell and recover losses including storage, handling, financing and reasonable administrative costs. 13.3 String/Intermediate Contracts. If the goods form part of a chain of contracts on substantially identical T&Cs (other than price and date), an arbitration award may be binding across the chain.

14. RETENTION OF TITLE (ROT)

15. LIMITATION OF LIABILITY

15.1 SUFL’s maximum aggregate liability arising out of or in connection with any contract shall not exceed the invoice value of the affected goods.
15.2 SUFL is not liable for (a) loss of profit, revenue, business or goodwill; (b) indirect, special or consequential loss; (c) losses arising from the Client’s processing, mixing or resale of the goods where the non‑conformity would have been discoverable on reasonable inspection; or (d) losses arising from storage/handling contrary to SUFL guidance.
15.3 Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be limited under law.

16. COMPLIANCE & ETHICS

17. DATA PROTECTION

18. CONFIDENTIALITY

19. ASSIGNMENT & SUBCONTRACTING

20. VARIATION

21. NOTICES

22. GOVERNING LAW & ARBITRATION

22.1 This Agreement and any dispute or claim (including non‑contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales (UK).
22.2 Any dispute shall be referred to and finally resolved by arbitration in London, England, under the rules customarily used in the UK nut and dried fruit trade and/or the rules of the Nut & Dried Fruit Trade Association (or UK court jurisdiction) in force at the time the arbitration is commenced. The seat of arbitration is UK and the language is English.
22.3 Notwithstanding Clause 22.2, SUFL may commence court proceedings in the courts of UK solely to recover undisputed debts or to seek interim injunctive relief in support of arbitration.

23. SEVERABILITY; WAIVER; THIRD PARTY RIGHTS; ENTIRE AGREEMENT

23.1 If any provision is found invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable, and the remainder shall continue in force.
23.2 A failure or delay to exercise any right or remedy is not a waiver. A waiver must be in writing and is specific to the instance.
23.4 These T&Cs, together with the Order Confirmation and any documents expressly incorporated by reference, constitute the entire agreement and supersede prior discussions or understandings relating to their subject matter.