TERMS & CONDITIONS OF SALE

Alpha Feed Factory – L.L.C. 

These General Terms & Conditions of Sale (“Terms”) apply to and govern all quotations, orders, contracts, sales, supplies, and transactions entered into by Alpha Feed Factory – L.L.C., a limited liability company incorporated under the laws of the United Arab Emirates (“Seller”, “Alpha Feed”, “we”, “us”, or “our”), with any customer, buyer, or counterparty (“Buyer” or “you”).

By placing an order, accepting delivery, making payment, or otherwise dealing with Alpha Feed, Buyer irrevocably agrees to be bound by these Terms.

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1.1 These Terms shall exclusively govern all transactions between Seller and Buyer.

1.2 Any terms proposed by Buyer (including purchase orders, general terms, or correspondence) are expressly rejected and shall have no force or effect, whether or not Seller objects.

1.3 In the event of conflict, these Terms shall prevail over all other documents, including Buyer’s terms.

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2.1 These Terms, together with Seller’s written confirmation, constitute the entire agreement between the parties.

2.2 Buyer confirms it has not relied on any representation, sample, marketing material, or advice not expressly incorporated in writing.

2.3 No amendment shall be effective unless made in writing and signed by Seller.

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3.1 All quotations are non-binding unless stated otherwise.

3.2 Orders become binding only upon Seller’s written acceptance or issuance of a sales confirmation or invoice.

3.3 Seller may accept or reject any order at its sole discretion.

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4.1 Buyer may not cancel, amend, or suspend any order once accepted without Seller’s prior written consent.

4.2 Seller may cancel or suspend performance without liability if:

• Buyer breaches these Terms,

• payment risk arises,

• sanctions or compliance risk arises,

• a force majeure event occurs.

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5.1 Prices exclude VAT, customs duties, levies, and taxes unless stated otherwise.

5.2 Seller may revise prices prior to dispatch due to cost increases, currency fluctuation, freight changes, or regulatory actions.

5.3 Time of payment is of the essence.

5.4 Payment is deemed made only upon receipt of cleared funds in Seller’s nominated bank account.

5.5 Late payments shall accrue interest at the maximum rate permitted by UAE law, calculated daily.

5.6 Buyer shall indemnify Seller for all collection and enforcement costs, including legal fees.

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6.1 Incoterms®️ 2020 shall apply unless otherwise agreed in writing.

6.2 Risk in the Goods passes to Buyer upon loading at Seller’s facility or loading point.

6.3 Delivery dates are estimates only and not guaranteed.

6.4 Title (ownership) shall pass only upon Seller’s receipt of full payment.

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7.1 Until full payment is received, Goods remain Seller’s property.

7.2 Buyer shall store Goods separately and identifiable as Seller’s property.

7.3 Seller may enter Buyer’s premises to recover unpaid Goods without notice.

7.4 Buyer grants Seller a security interest over the Goods and proceeds thereof.

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8.1 Buyer shall ensure immediate discharge/offloading upon arrival.

8.2 All demurrage, detention, waiting time, or delay charges shall be borne solely by Buyer, regardless of cause.

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9.1 Weight, quality, description, and condition shall be final and binding as per Seller’s inspection certificates, weighbridge slips, or loading documents.

9.2 Third-party inspection documents and minor clerical or typographical errors are acceptable.

9.3 Buyer waives any right to reject Goods after loading.

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10.1 Any claim (if permitted) must:

10.2 Seller’s sole obligation shall be, at its option, replacement or credit.

10.3 No claims shall be accepted after resale, processing, or re-export.

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11.1 Seller’s obligations regarding quality are limited strictly to those expressly stated in writing.

11.2 All implied warranties (including merchantability, fitness for purpose, and compliance with Buyer’s local regulations) are excluded to the maximum extent permitted by law.

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12.1 Seller shall not be liable for indirect, incidental, punitive, special, or consequential damages, including loss of profit or goodwill.

12.2 Seller’s total liability shall not exceed the invoice value of the specific Goods giving rise to the claim.

12.3 These limitations apply even in cases of negligence.

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Buyer shall fully indemnify and hold harmless Seller from all losses, penalties, claims, or regulatory actions arising from:

• resale or re-export,

• misuse, improper storage, or labeling,

• regulatory non-compliance,

• third-party claims.

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14.1 Buyer represents that neither it nor its related parties are sanctioned persons.

14.2 Buyer shall not sell, export, or transfer Goods to any sanctioned country, entity, or individual, including but not limited to Crimea, Cuba, Iran, North Korea, and Syria.

14.3 Seller may immediately terminate if sanctions risk arises, without liability.

14.4 Buyer shall indemnify Seller for any sanctions-related exposure.

14.5 The parties shall not deal with any entity listed on the UAE Targeted Financial Sanctions List.

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15.1 Seller shall not be liable for failure or delay due to events beyond its control, including acts of God, war, strikes, epidemics/pandemics (including COVID-19), government actions, supply shortages, or transport disruptions.

15.2 Seller may suspend, extend, or cancel performance without compensation.

15.3 Seller shall notify Buyer when reasonably practicable.

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Seller may terminate immediately without liability if Buyer:

• fails to pay,

• breaches these Terms,

• becomes insolvent,

• creates compliance or reputational risk.

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All trademarks, technical data, documents, and materials remain Seller’s exclusive property. No license is granted beyond the transaction.

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All commercial, technical, and pricing information disclosed by Seller is confidential and shall not be disclosed without written consent.

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The person placing orders or signing on behalf of Buyer represents that they are duly authorized to bind Buyer.

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20.1 Governing law: United Arab Emirates law.

20.2 Any dispute shall be finally resolved by arbitration under the Dubai International Arbitration Centre (DIAC) Rules.

20.3 Seat of arbitration: Dubai, UAE.

20.4 Language: English.

20.5 Number of arbitrators: Three (3).

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21.1 No waiver unless in writing signed by Seller.

21.2 If any provision is invalid, the remainder shall remain enforceable.

21.3 Scanned copies and electronic signatures shall have full legal effect.

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Alpha Feed Factory – L.L.C.
For any additional information kindly contact legal team at info@alpha-feed.com

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