Supply Terms and Conditions

Emirates Flight Catering Tas FoodCraft

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1. INTERPRETATION

1.1. Definitions:

1.1.1. Business Day: a day (other than a Friday, Saturday or public holiday) when banks in the UAE are open for business.

1.1.2. Conditions: the terms and conditions set out in this document as amended from time to time in accordance with Clause 12.4.

1.1.3. Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

1.1.4. Customer: the person or firm who purchases the Goods from the Supplier.

1.1.5. Force Majeure Event: an event or circumstance beyond a party’s reasonable control.

1.1.6. Goods: the goods (or any part of them) set out in the Order.

1.1.7. Order: the Customer’s order for the Goods, as transacted through one of the Supplier Channels.

1.1.8. Specification: the description and any specification for the Goods that is provided to the Customer either online or via one of the other Supplier Channels.

1.1.9. Supplier: Emirates Flight Catering Co LLC (trading as FoodCraft) registered in Dubai, UAE.

1.1.10. Supplier Channels: the mode by which the Supplier will market and sell the Goods. This can include social media channels, including WhatsApp.

1.1.11. UAE: the United Arab Emirates.

1.2. Interpretation:

1.2.1. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.2.2. A reference to writing or written includes emails.

2. BASIS OF CONTRACT

2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

2.3. The Order shall only be deemed to be accepted when the Customer issues an Order and the Supplier issues a written acceptance,

at which point the Contract shall come into existence.

2.4. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.5. Any descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s quotation or material are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

3. GOODS

3.1. The Supplier shall supply the Goods to the Customer in accordance with the Specification in all material respects. The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements, or which do not materially affect the nature or quality of the Services (including minor changes if key ingredients and/or supplies cannot be sourced).

3.2. The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order.

4. DELIVERY

4.1. In the event the Supplier has indicated in the Order that Goods shall be delivered by Supplier outside of the Supplier’s premises, the Supplier shall deliver the Goods to the location set out in the Order or such other location as Supplier may agree at any time after the Supplier notifies the Customer that the Goods are ready (Non-Supplier Delivery Point). In the event the Supplier has indicated in the Order that the Goods shall be delivered to the Customer at the Supplier’s premises, the Customer (or its nominated representative) shall collect the Goods from the Supplier’s premises or such other location as may be advised by the Supplier prior to delivery (Supplier Delivery Point) within the next calendar day from the date of Order. In the case of delivery to a Supplier Delivery Point, the Customer shall ensure that any nominated logistics personnel collecting the Goods shall comply with Supplier’s safety and security regulations and standards.

4.2. Delivery is completed on the completion of unloading of the Goods, in the case of delivery to a Non-Supplier Delivery Point or

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loading of the Goods, in the case of delivery to a Supplier Delivery Point.

4.3. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.4. The Supplier shall have no liability for any failure to deliver the Goods.

4.5. In the event of any cross-border delivery, the Supplier shall prepare all necessary export documentation and the Customer shall confirm the accuracy of all documentation.

5. QUALITY

5.1. The Supplier warrants that on delivery, the Goods shall:

5.1.1. conform in all material respects with the Specification;

5.1.2. be of satisfactory quality; and

5.1.3. be fit for any purpose held out by the Supplier.

5.2. Subject to Clause 5.3, if:

5.2.1. the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Clause 5.1;

5.2.2. the Supplier is given a reasonable opportunity of examining such Goods; and

5.2.3. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business, the Supplier shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full.

5.3. The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in Clause 5.1 in any of the following events:

5.3.1. the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage or use of the Goods or (if there are none) good trade practice regarding the same;

5.3.2. the Customer alters such Goods without the written consent of the Supplier;

5.3.3. the defect arises as a result of negligence or abnormal storage conditions; or

5.3.4. the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4. Except as provided in this Clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in Clause 5.1.

5.5. These Conditions shall apply to any replacement Goods supplied by the Supplier.

6. TITLE AND RISK

6.1. The title and risk in the Goods shall pass to the Customer on completion of delivery.

7. PRICE AND PAYMENT

7.1. The price of the Goods shall be the price set out in any of the Supplier Channels and/or the Order.

7.2. The price of the Goods includes amounts in respect of value added tax (VAT), which will be identified in a valid VAT invoice.

7.3. The Supplier may invoice the Customer for the Goods at any time in advance of completion of delivery.

7.4. In respect of any Order submitted by a Customer, the Customer is required to pay for the Goods in full and in advance, prior to completion of delivery (“Mandatory Prepayment”) through the mode of payment advised by the Supplier.

7.5. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding.

8. CANCELLATION

8.1. The Customer hereby agrees and acknowledges that upon entering into the Contract, the Supplier is committing considerable time and resources to the Order and any cancellation by the Customer would result in lost income and lost business opportunity for the Supplier which would be difficult for the Supplier to precisely calculate.

If the Customer wishes to cancel the Order without any penalty, the Customer must provide written notice to the Supplier on the date of the Order. Otherwise, the Customer is liable to pay a cancellation fee of AED 100.

9. INDEMNITY

The Supplier hereby agrees to indemnify and keep indemnified the Customer on demand against all direct losses, liabilities and costs which the Customer may incur arising out of, or in connection with a breach by the Supplier of the Contract or the Conditions.

10. LIMITATION OF LIABILITY

10.1. Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

10.1.1. death or personal injury caused by its negligence;

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Emirates Flight Catering Tas FoodCraft

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10.1.2. fraud or fraudulent misrepresentation; or

10.1.3. any other liability matter which cannot be limited or excluded by applicable law.

10.2. Subject to Clause 10.1:

10.2.1. the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Contract for:

10.2.1.1. loss of profits;

10.2.1.2. loss of sales or business;

10.2.1.3. loss of agreements or contracts;

10.2.1.4. loss of anticipated savings;

10.2.1.5. loss of or damage to goodwill;

10.2.1.6. loss of use or corruption of software, data or information; or

10.2.1.7. any indirect or consequential loss.

10.2.2. Subject to the foregoing, the Supplier’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Conditions shall be limited to forty per cent. (40%) of the total price paid by the Customer under these Term and Conditions in respect of the relevant Goods.

10.2.3. This clause 10 shall survive termination of the Contract.

11. FORCE MAJEURE

Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event.

12. GENERAL

12.1. Assignment and other dealings.

12.1.1. The Supplier may, and the Customer may not, at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

12.2. Confidentiality.

12.2.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 12.2.2.

12.2.2. Each party may disclose the other party’s confidential information:

12.2.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Clause 12.2; and

12.2.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3. Entire agreement.

12.3.1. This Contract (including the Order and the Specification) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

12.3.2. Each party agrees and acknowledges that, in entering into this Contract, it is not relying on any representation, warranty, undertaking, covenant or assurance of any nature whatsoever (whether or not in writing) made or given by any person (whether a party to this Contract or not) which is not expressly set out in this Contract and waives all remedies and rights of action which, but for this clause, might otherwise be available to it in respect of any such representation, warranty, undertaking, covenant or assurance. Nothing in this clause shall have the effect of limiting or excluding any liability for, or remedy in respect of fraud, willful concealment or deliberate non-disclosure.

12.4. Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.5. Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of any right or remedy shall not waive that or any other right or remedy, or prevent or

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Emirates Flight Catering Tas FoodCraft

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restrict the further exercise of that or any other right or remedy.

12.6. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

12.7. Notices.

12.7.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office, and shall be delivered by pre-paid registered post or other next working day delivery service, commercial courier, or email.

12.7.2. A notice or other communication shall be deemed to have been received one (1) Business Day after transmission.

12.7.3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

12.8. Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms.

12.9. Governing law and jurisdiction. This Contract is governed and construed in accordance with the laws in force in the Emirate of Dubai and the UAE. Each party irrevocably agrees that the Dubai Courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

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