Terms of Trade

01Scope and application

These Terms of Trade (the “Terms”) apply to every quotation, pre-order allocation, purchase order and sale of products by IMACA (“IMACA”, “we” or “us”) to a buyer (“Buyer”, “you”).

They apply in place of any terms contained in the Buyer’s own documents unless we agree otherwise in writing. Specific terms agreed in a signed sales contract take priority over these Terms where they conflict.

02Definitions

• Products — halal beef, lamb and related products supplied by IMACA, whether chilled or frozen, as carcasses, carcass pieces or primal cuts.
• Order — a purchase order or pre-order allocation confirmed by IMACA in writing.
• Specification — the category, cut, fat class, weight class, packaging and labelling agreed for an Order.
• Incoterms — the ICC Incoterms® 2020 rules, or any later version stated in the Order.

03Quotations and orders

Quotations are indicative and valid for the period stated on them, or 7 days if no period is given. Prices and availability may change with livestock markets, exchange rates and freight costs until an Order is confirmed.

A contract is formed only when IMACA confirms an Order in writing. Pre-order allocations reserve volume for a future shipping window and become binding once the related deposit is received.

04Pricing

Prices are quoted in US dollars unless stated otherwise and are based on the Incoterm, destination port and Specification in the Order. Unless included in the quotation, prices exclude import duties, taxes, destination charges and fees for additional certification requested by the Buyer.

05Payment terms

Payment is due as set out in the Order confirmation. Unless agreed otherwise:

• A deposit is payable on confirmation to secure production and space on the vessel.
• The balance is payable against copies of the shipping documents, or by irrevocable letter of credit confirmed by a bank acceptable to IMACA.
• Bank charges outside IMACA’s country are for the Buyer’s account.

If payment is late, IMACA may suspend further shipments, hold documents and charge interest on overdue amounts at the rate permitted by applicable law.

06Delivery and shipment

Delivery follows the Incoterm stated in the Order. Shipping dates are estimates based on vessel schedules and are not guaranteed. IMACA will keep the Buyer informed of any changes and share bills of lading, container numbers and tracking details as soon as they are available.

The Buyer is responsible for obtaining import permits and any licences required in the destination country, unless agreed otherwise.

07Risk and title

Risk in the Products passes to the Buyer in accordance with the agreed Incoterm. Title to the Products remains with IMACA until payment has been received in full, including any interest and charges due.

08Quality, halal and certification

All Products are halal, slaughtered under the supervision of an accredited halal authority recognised in the GCC, and produced in export-licensed plants operating HACCP-based quality systems.

Each shipment is accompanied by the documents stated in the Order, which normally include a halal certificate, health certificate, certificate of origin, packing list and commercial invoice. Labelling follows the traceability standards described on our Site.

09Inspection and claims

The Buyer must inspect the Products promptly on arrival. Claims for shortage, damage or non-conformity with the Specification must be notified to IMACA in writing within 7 days of the container being discharged at the destination port, with photographs, temperature records and, where relevant, an independent survey report.

Products subject to a claim must be stored correctly and kept available for inspection. Where a valid claim is accepted, IMACA will at its option replace the affected Products, issue a credit note or refund the relevant part of the price.

10Cold chain and storage

IMACA is responsible for maintaining the cold chain until risk passes under the Incoterm. After that point, the Buyer is responsible for correct handling and storage at the temperatures shown on the cartons. IMACA is not liable for deterioration caused by improper handling after risk has passed.

11Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including disease outbreaks, export or import bans, government action, strikes, port closures, shipping disruption, war, natural disasters or epidemics. The affected party must notify the other promptly, and if the event continues for more than 60 days either party may cancel the affected part of the Order without liability.

12Limitation of liability

To the extent permitted by law, IMACA’s total liability for any claim relating to an Order is limited to the price of the Products concerned. IMACA is not liable for loss of profit, loss of business or any indirect or consequential loss.

13Cancellation

Confirmed Orders may only be cancelled with IMACA’s written agreement. If the Buyer cancels, IMACA may retain the deposit and recover any additional costs already incurred, including production, storage and freight commitments.

14Governing law and disputes

These Terms and each Order are governed by the law stated in the Order confirmation. The parties will first try to settle any dispute amicably through their trade managers. Disputes that cannot be settled within 30 days will be referred to the courts or arbitration forum named in the Order confirmation.

15Changes and contact

IMACA may update these Terms from time to time. The version in force on the date an Order is confirmed applies to that Order.

For questions about these Terms, email info@imacagroup.com or call +54 11 2498 2801.