1. About us
1.1. Company details
1.1.1. Vegberry DMCC (company number DMCC 85909) (We and Us), is a company registered in DMCC and our registered office is at Unit 706-A, Mazaya Business Avenue AA-1, Plot number JLTE-PH2-AA1, Jumeirah Lakes Towers, Dubai.
1.1.2. Our main trading address is Unit 706-A, Mazaya Business Avenue AA-1, Plot number JLTE-PH2-AA1, Jumeirah Lakes Towers, Dubai.
1.1.3. Our VAT number is 100271371500003.
1.1.4. We operate the website www.vegberry.com
1.2. Contacting us
To contact us telephone our customer service team at +971 4 244 1245 or email address [email protected] How to give us formal notice of any matter under the Contract is set out in clause 13.8.1 below in these terms and conditions ("Terms").
2. Our contract with you and defined terms
2.1. Our contract
These Terms apply to the order by you and supply of the vegetable and fruit products which are listed in your order form which you will have completed by following the onscreen prompts in accordance with clause 3 below ("Goods"). No other terms are implied by trade, custom, practice or course of dealing.
2.2. Entire Contract
These Terms constitute the entire agreement between us in relation to its subject matter (the "Contract"). You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
The language of this Contract shall be the English language.
2.4. Your copy
You should print a copy of these Terms or save them to your computer for future reference.
The following capitalized terms shall have the following meanings in this Contract:
"Business Day" means a day (other than a Friday, Saturday or public holiday) when banks in the UAE are open for business.
"Terms" these terms and conditions.
"Contract" means this contract as between Us and you for the sale and purchase of the Goods in accordance with the Terms.
"Customer" for the purposes of these Terms and the Contract means you.
"Delivery Date" means the date specified for delivery of an Order, in accordance with clause 3.
"Delivery Location" the address for delivery of the Goods, as set out in the Order.
"Farm Accreditation Specifications" means the specifications set out in Schedule 5.
"Force Majeure Event" means events, circumstances or causes beyond the reasonable control of either you or us but shall exclude any event, circumstance or cause which is financial or economic in nature.
"Goods" means the goods (or any part of them) as set out in the Order and Schedule 1(b).
"Law" means the laws of the UAE from time to time.
"Mandatory Conditions" means the mandatory policies, codes, rules, procedures and practices set out in Schedule 3, as amended by us and notified in writing to you from time to time.
"Order" means an order for the Goods submitted by the Customer in accordance with clause 3 and in the form set out in Schedule 2 and which lists the Goods and the relevant details of the Order as listed therein.
"Organoleptic Specification" means the specifications as to size, dimension, colour, nutritional content, organoleptic test specifications, vegetable/fruit type, variety and any other relevant specifications that fully describe the produce to be supplied by the Supplier as the Goods and as more particularly detailed and set out in Schedule 1(b).
"Parties" means us as the Supplier and you as the Customer together and individually they shall be referred as a "Party". "Price" means the price for the Goods, as set out in the Acceptance Confirmation. "Pricing Policy" means the policy set out in Schedule 3."Supplier" means Us. "Vegberry Certified Supplier" means a supplier of fruits and vegetables to Us who has received a certification in writing in the form set out in Schedule 6, that it has complied with upon initial inspection by Us, and continues to comply with the Farm Accreditation Specifications.
"Vegberry Data and Information Management Standards" means those standards for the management of all data and information in respect of the Goods, their storage, transportation, delivery, location and general management as specified in Schedule 3."Vegberry Delivery Standards" means those standards for the delivery and transportation of Goods as specified in Schedule 3. "Vegberry Packaging Standards" means those standards for the packaging of the Goods as are specified in Schedule 3."Vegberry Warehousing Storage Standards" means the standards in respect of the storage of all of the Goods as specified in Schedule 3."UAE" means the United Arab Emirates.
2.6.1. a reference to a Law or a provision of such Law is a reference to such Law or provision as amended or re-enacted and shall include any subordinate rules or regulations made under that Law or provision, as amended or re-enacted;
2.6.2. 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; and
2.6.3. a reference to writing or written includes [fax and] emails.
3.1. The Customer shall place Orders in accordance with the following:
3.1.1. if intending to place Order on a regular basis on a weekly OR monthly OR quarterly basis at least 1 day before the start of that week OR month OR quarter; or
3.1.2. if intending to do so on a one time basis only or not on a regular basis, at least 1 day before they wish to have the Goods they order delivered.
3.2. Orders shall be given by using and completing the online form set out in Schedule 2.
3.3. The Supplier may accept or decline Orders at its absolute discretion.
3.4. The Supplier may, at its discretion, accept an amendment to an Order by the Customer.
3.5. The Supplier shall assign an order [number/code] to each Order it accepts and notify the order [number/code] to the Customer by email.
3.6. Each Party shall use the relevant order [number/code] in all subsequent correspondence tracking and other interaction between them relating to the Order and in particular:
3.6.1. the Customer may at any time (by using the Order number/code as the reference) when using the Vegberry Data and Information Management Standards to check upon the compliance of the Goods ordered with the Organoleptic Specifications, Vegberry Delivery Standards, Vegberry Packaging Standards or Vegberry Warehousing and Storage Standards;
3.6.2. the Customer may at any time (by using the Order number/code as the reference) check upon the status and progress of the delivery of the Goods pursuant to an Order; and
3.6.3. the Customer may at any time (by using the order number/code as the reference) check to determine whether the Goods have been grown and produced in and by a Vegberry Certified Supplier.
3.7. After confirming an Order, the Supplier shall as soon as is practicable [and in any event within 1 Business Days] inform the Customer of the Supplier’s estimated delivery date for the Order and such date or dates shall be the Delivery Date(s) for the purposes of this Contract.
3.8. The Customer is responsible for ensuring that Orders and any applicable Organoleptic Specification submitted by the Customer are complete and accurate and the Customer shall give the Supplier all necessary information relating to the Goods that the Supplier reasonably requires in order to fulfil each Order.
4. The goods
4.1. Any samples, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them and they shall not form part of this Contract or have any contractual force.
4.2. The Goods shall:
4.2.1. comply with the Organoleptic Specifications;
4.2.2. be grown and produced by and on a farm that is a Vegberry Certified Supplier;
4.2.3. be warehoused and stored in accordance with the Vegberry Warehousing and Storage Standards;
4.2.4. be packaged in accordance with the Vegberry Packaging Standards; and
4.2.5. be transported and delivered in accordance with the Vegberry Delivery Standards.
4.3. The Supplier reserves the right to amend the Organoleptic Specification if required by any applicable Law.
5.1. The Supplier and the Customer shall ensure that:
5.1.1. each delivery of Goods is accompanied by a delivery note which shows the contract number, [order number/code], the type and quantity of Goods (including any code number of the Goods, where applicable), special storage instructions (if any) and, if the relevant Order is being delivered by installments, the outstanding balance of Goods remaining to be delivered;
5.1.2. if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note;
5.1.3. the Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request; and
5.1.4. returns of packaging materials shall be at the Supplier's expense.
5.2. The Supplier shall endeavor to deliver Goods to the Delivery Location on the relevant Delivery Date and the Customer shall collect Goods from the Delivery Location within 1 Business Days/hours of the Supplier notifying the Customer that they are ready in accordance with the Vegberry Delivery Standards.
5.3. Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
5.4. Delivery Dates are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of any Goods that is caused by:
5.4.1. a Force Majeure Event; or
5.4.2. 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.
5.5. If the Supplier fails to deliver Goods by the relevant Delivery Date and at the relevant Delivery Location, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price and the Supplier shall have no liability for any failure to deliver Goods to the extent that such failure is caused by:
5.5.1. a Force Majeure Event; or
5.5.2. 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.
5.6. If hours/Business Days after the day/time on which the Supplier attempted to make delivery of Goods the Customer has not taken delivery of those Goods, the Supplier may resell or otherwise dispose of part or all of the Goods [and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods, or charge the Customer for any shortfall below the price of the Goods].
5.7. [If the Supplier delivers up to and including % more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.
5.8. The Supplier may deliver Orders by installments, which shall be invoiced and paid for [separately/in accordance with terms agreed upon the Order being placed in accordance with clause 3.] The Customer may not cancel an installment because of any delay in delivery or defect in another installment.
6. Quality and fitness for purpose
6.1. The Supplier warrants that, upon their delivery, the Goods shall conform [in all material respects] with [their description [and] OR the Organoleptic Specifications].
6.2. The Supplier shall not be liable for Goods' failure to comply with the warranties set out in clause 6.1 if:
6.2.1. the Customer makes any further use of such Goods after giving notice to the Supplier of any defects;
6.2.2. the defect arises because the Customer failed (where applicable) to follow the Supplier's oral or written instructions as to the storage, display, use and/or sale of the Goods or (if there are none) good trade practice or any relevant Laws applicable to the Customer regarding the same.
7. Title and risk
7.1. Risk in Goods shall pass to the Customer on completion of unloading the Goods at the Delivery Location.
7.2. Title to Goods shall only pass to the Customer once the Supplier receives payment in full (in cash or cleared funds) for them.
7.3. Until title to the Goods has passed to the Customer, the following shall apply as applicable:
7.3.1. the Customer shall store the Goods in such manner and utilise the Order [number/cide] and the Vegberry Data and Information Management Standards such that they remain readily identifiable as the Supplier's property;
7.3.2. the Customer shall not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.3. the Customer shall maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
7.3.4. the Customer shall notify the Supplier immediately if it becomes subject to any of the events listed in clause 12.1.1(b); and
7.3.5. the Customer shall give the Supplier such information relating to the Goods as the Supplier may require form time to time.
7.4. The Supplier may recover Goods in which title has not passed to the Customer and the Customer irrevocably licenses the Supplier, its officers, employees and agents, to enter any premises of the Customer (including with vehicles), in order to satisfy itself that the Customer is complying with the obligations in clause 7.3, and to recover any Goods in which property has not passed to the Customer.
7.5. The Supplier may at any time after delivery elect to transfer title in the Goods to the Customer, in which case the Customer shall immediately pay the Price to the Seller.
8. Product recall
8.1. The following shall apply only in respect of sales of Goods to businesses and not to private individuals:
8.1.1. wherever applicable, if the Customer is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market ("Recall Notice") it shall immediately notify the Supplier in writing enclosing a copy of the Recall Notice; and
8.1.2. unless required by Law, the Customer may not undertake any recall or withdrawal without the written permission of the Supplier and only then in strict compliance with the Supplier's instructions as to the process of implementing the withdrawal.
9. Price and payment
9.1. The Customer shall pay for Goods in accordance with this clause 9.
9.2. The Price excludes:
9.2.1. the costs of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer in addition to the Price; and
9.2.2. amounts in respect of value added tax ("VAT"), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to the receipt of a valid VAT invoice.
9.3. The Supplier may invoice the Customer for the price of Goods plus VAT at the prevailing rate (if applicable) on or at any time after [it confirms the relevant Order to the Customer OR the Supplier has informed the Customer it is ready and willing to deliver the Goods]. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, [the Contract Number], [the Customer's order number], the Supplier's VAT registration number, and any supporting documentation that the Customer may reasonably require.
9.4. The Customer shall pay invoices in full in cleared funds:
9.4.1. by way of an online transfer of funds to the Supplier's bank account as follows:
IBAN Number: AE520340003708297733701
SWIFT code MEBLAEAD
Account Name: Vegberry DMCC
9.4.2. by way of credit card online payment using any of the following credit cards:
9.5. The payments of invoices shall be made prior to any delivery of the goods and shall be completed by following the instructions in the Order.
9.6. If the Customer fails to make any payment due to the Supplier under this Contract by the due date for payment pursuant to clause 9.4, then, without limiting the Supplier's remedies under clause 12 the Supplier shall not be obliged to, deliver and may suspend deliveries of Goods until payment has been made in full.
9.7. The Customer shall pay all amounts due under this Contract in full without set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
9.8. In the circumstances of sales of Goods to other businesses, the Supplier may at any time, without limiting any of its other rights or remedies, set off any amount owing to it against any amount payable by the Supplier to the Customer.
10. Limitation of liability
10.1. Nothing in this Contract shall limit or exclude the Supplier's liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors or by a failure to comply with any of the Mandatory Policies (as applicable).
10.2. Subject to clause 10.1:
10.2.1. the Supplier shall not be liable to the Customer, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Contract; and
10.2.2. the Supplier's total liability to the Customer for all other losses arising under or in connection with this Contract, shall be limited to the Price in respect of the specific Goods which are the subject of the Order in respect of which such liability arises.
11. Compliance with relevant laws and policies
11.1. In performing its obligations under this Contract, the Supplier shall:
11.1.1. comply with all applicable Laws; and
11.1.2. comply with the Mandatory Policies
provided that the Supplier shall not be liable under this Contract if, as a result of such compliance, it is in breach of any of its obligations under this Contract.
11.2. The Customer may immediately terminate this Contract for any breach of this clause 11 by the Supplier.
12.1. The following shall apply as applicable as between the Parties:
12.1.1. Without limiting its other rights or remedies, either Party may terminate this Contract with immediate effect by giving written email notice to the other Party if:
(a) the other Party commits a material breach of any term of this Contract and (if such a breach is remediable) fails to remedy that breach within [NUMBER] days of that Party being notified in writing to do so;
(b) the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or in connection with any analogous procedure;
(c) the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other Party's financial position deteriorates to such an extent that in the terminating Party's opinion the other Party's capability to adequately fulfill its obligations under this Contract has been placed in jeopardy.
12.2. Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 5 Business Days after being notified in writing to make such payment or its credit card payment is rejected by the Supplier's bank.
12.3. Termination of this Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.
12.4. Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
13.1. Force majeure
13.1.1. 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.
13.1.2. If the period of delay or non-performance continues for [NUMBER] [weeks OR months], the Party not affected may terminate this Contract by giving [NUMBER] [days'] written notice to the affected Party.
13.2. Assignment and other dealings
13.2.1. The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Contract without the prior written consent of the Supplier.
13.2.2. The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Contract.
(a) 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 or of any member of the Group to which the other Party belongs, except as permitted by clause 13.3.1(b). [For the purposes of this clause, Group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
(b) Each Party may disclose the other Party's confidential information:
(i) 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 Contract and 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 13.3; and
(ii) as may be required by Law, a court of competent jurisdiction or any governmental or regulatory authority.
13.4. Entire agreement
13.4.1. This Contract 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.
13.4.2. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.
13.4.3. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
No variation of this Contract shall be effective unless it is in writing and signed by the Parties (or their authorized representatives).
13.6.1. 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.
13.6.2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy; nor
(b) prevent or restrict the further exercise of that or any other right or remedy.
13.7.1. If any provision or part-provision of this 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.
13.7.2. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.
13.7.3. 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 this Contract.
13.8.1. Any notice or other communication given to the Supplier under or in connection with this Contract shall be in writing, addressed to that Party at its email address as below:
13.8.2. Any notice to the Customer shall be sent by way of email to the Customer's email address as per the Order.
13.9. Third party rights
No one other than a Party to this Contract shall have any right to enforce any of its terms.
13.10. Governing law
This Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the Law.
Each Party irrevocably agrees that the courts of the ADGM shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
This Contract has been entered into on the date stated at the beginning of it.