These Terms and Conditions ("Terms") constitute a legally binding agreement between Golden Harvest Trade ("Company", "we", "our", "us") and any individual, business entity, corporation or organisation ("Client", "Buyer", "you") that accesses our website, engages our services or enters into a commercial transaction with us.

In these Terms, the following words and expressions shall have the meanings ascribed to them below unless the context otherwise requires:

• These Terms apply to and are incorporated into every Agreement between Golden Harvest Trade and the Client. They supersede any terms or conditions that the Client may purport to introduce, whether in a purchase order, correspondence or otherwise.
• By placing an order, accepting a quotation, signing a contract or otherwise engaging with Golden Harvest Trade, the Client conclusively accepts these Terms as the basis of the commercial relationship.
• No amendment or variation to these Terms shall be binding on Golden Harvest Trade unless expressly agreed in writing and signed by an authorised representative of Golden Harvest Trade.
• These Terms shall take precedence over any prior oral or written representations, understandings or arrangements between the parties unless specifically incorporated by written agreement.
• Golden Harvest Trade reserves the right to update or revise these Terms at any time. The revised Terms will be posted on our website with an updated effective date. Continued use of our services following such an update constitutes acceptance of the revised Terms.

Golden Harvest Trade is engaged in the global trading, sourcing and distribution of agricultural commodities and related products. Our activities include, but are not limited to:

• Physical Commodity Trading: Buying and selling agricultural and raw material commodities in domestic and international markets on a spot or forward contract basis.
• Commodity Sourcing and Procurement: Identifying and procuring commodities from verified producers, cooperatives, exporters and trading houses on behalf of buyers.
• Trade Facilitation: Coordinating logistics, documentation, certification and compliance requirements for cross-border commodity transactions.
• Market Advisory: Providing market intelligence, price benchmarking and trade analysis to clients engaged in commodity procurement.
• Quality Assurance Coordination: Arranging independent inspection and testing of commodity consignments through third-party inspection agencies.

We reserve the right to decline to offer services, withdraw a quotation or refuse to enter into an Agreement with any party at our sole discretion, without obligation to provide reasons.

4.1 Formation of Contract

• No binding contract shall exist between the parties until Golden Harvest Trade issues a written Sales Confirmation or Sales Contract signed by an authorised representative, or until Golden Harvest Trade accepts a purchase order in writing.
• A quotation or price indication provided by Golden Harvest Trade does not constitute an offer capable of acceptance. It is an invitation to treat only. Commodity prices are subject to market fluctuation and may be withdrawn or varied at any time before a Sales Contract is issued.
• Orders must specify the commodity type and grade, quantity, packaging requirements, delivery terms (Incoterms), delivery location, required documentation and any applicable quality or phytosanitary standards.
• Golden Harvest Trade reserves the right to refuse or cancel any order at any time prior to despatch if the Goods are not available, if the Client fails credit checks, or if compliance due diligence cannot be completed satisfactorily.

4.2 Order Cancellation by Buyer

• Once a Sales Contract has been executed, cancellation by the Buyer is not permitted without the prior written consent of Golden Harvest Trade.
• Where cancellation is agreed, the Buyer shall be liable for all costs, losses and expenses incurred by Golden Harvest Trade as a result of the cancellation, including procurement costs, hedging losses, storage costs and any applicable cancellation fees.
• Cancellation charges will be assessed on a case-by-case basis and notified in writing to the Buyer within 10 business days of the agreed cancellation date.

4.3 Commodity Specifications and Tolerances

• All commodity Goods are sold subject to standard trade tolerances for quality, moisture content, foreign matter, grade and quantity as customary in the applicable commodity trade unless otherwise specified in writing in the Sales Contract.
• Minimum and maximum quantity tolerances of plus or minus 5% (unless otherwise agreed) shall apply to all bulk commodity shipments. The actual quantity delivered within this tolerance range shall be invoiced at the contract price per unit.

5.1 Price

• All prices are stated in the currency specified in the Sales Contract. Unless otherwise stated, prices are exclusive of all applicable taxes, import duties, levies, port charges and other governmental impositions, all of which shall be borne by the Buyer.
• Where the Sales Contract provides for pricing by reference to a market index, exchange or benchmark, the applicable rate shall be determined in accordance with the terms set out in the contract at the agreed pricing date.
• Golden Harvest Trade reserves the right to adjust prices to reflect increases in the cost of raw materials, shipping, fuel, currency exchange movements or other factors beyond our reasonable control, where such adjustments are notified to the Buyer in writing prior to despatch.

5.2 Payment

• Payment terms are as stated in the Sales Contract. Standard payment terms are advance payment by bank transfer (TT) prior to shipment, or by Confirmed Irrevocable Letter of Credit (LC) at sight from a first-class bank acceptable to Golden Harvest Trade, unless otherwise agreed in writing.
• All payments must be made in the agreed currency and to the bank account designated by Golden Harvest Trade in the invoice. Payment instructions received through any channel other than official Golden Harvest Trade invoices should be independently verified before funds are transferred.
• Late payment shall attract interest at the rate of 2% per month (or the maximum rate permitted by applicable law, whichever is lower) on the outstanding balance, calculated from the due date until the date of actual receipt of funds by Golden Harvest Trade.
• Golden Harvest Trade reserves the right to suspend or withhold delivery of any Goods or Services if any payment remains outstanding beyond its due date.
• The Buyer shall not be entitled to withhold, set off or deduct any amount from payments due to Golden Harvest Trade without prior written consent.

6.1 Delivery Terms

• Delivery of Goods shall be made on the Incoterms basis specified in the Sales Contract. Unless otherwise stated, delivery is on Free on Board (FOB) terms at the port of shipment nominated by Golden Harvest Trade.
• Estimated delivery dates are provided in good faith but are not guaranteed. Golden Harvest Trade shall not be liable for any loss or damage caused by delay in delivery, whether arising from shipping constraints, customs clearance, port congestion, weather conditions or any other cause.
• The Buyer is solely responsible for all import duties, customs formalities, phytosanitary inspections and compliance with import regulations in the destination country.

6.2 Transfer of Risk

• Risk in the Goods shall pass to the Buyer in accordance with the applicable Incoterms stated in the Sales Contract. For FOB transactions, risk passes when the Goods are loaded on board the nominated vessel at the port of shipment.
• The Buyer is responsible for arranging adequate cargo insurance from the point at which risk transfers to the Buyer.

6.3 Transfer of Title

• Title (legal ownership) in the Goods shall not pass to the Buyer until Golden Harvest Trade has received payment in full for those Goods and all other sums owing from the Buyer to Golden Harvest Trade.
• Until title passes, the Buyer shall hold the Goods as bailee for Golden Harvest Trade, store them separately, keep them properly insured and not sell, pledge, charge or otherwise dispose of them without the prior written consent of Golden Harvest Trade.

7.1 Quality Standards

• All Goods supplied by Golden Harvest Trade shall conform to the quality specifications stated in the Sales Contract. Where no specific quality standard is stated, Goods shall conform to standard merchantable quality for the applicable commodity as recognised in international trade.
• Quality certificates, certificates of analysis, phytosanitary certificates and other documentation shall be provided as specified in the Sales Contract. Such documents are provided in good faith and are not a guarantee of quality beyond the parameters expressly stated therein.

7.2 Inspection at Origin

• Unless otherwise agreed, Golden Harvest Trade arranges independent inspection of Goods at origin by a recognised international inspection agency. The findings of the inspection report at origin are final and binding on both parties as to quantity and quality at the time of loading, unless clear evidence of fraud or manifest error is demonstrated.
• Where the Buyer wishes to appoint its own inspector at origin, this must be agreed in the Sales Contract. Any costs associated with the Buyer's inspector are solely at the Buyer's expense.

7.3 Claims Procedure

• Any claim for short weight, quality deficiency or damage must be submitted to Golden Harvest Trade in writing, supported by an independent survey or inspection report from a recognised inspection agency, within 14 calendar days of discharge of the Goods at the destination port.
• Claims not submitted within this period shall be deemed waived and Golden Harvest Trade shall have no liability in respect thereof.
• Claims must be submitted exclusively by email to contact@goldenharvesttrade.com with full supporting documentation attached.
• Golden Harvest Trade shall not be liable for any deterioration in commodity quality that arises during transit after risk has transferred to the Buyer.

8.1 Warranties

• Golden Harvest Trade warrants that it has the right to sell the Goods and that the Goods shall conform to the specifications stated in the Sales Contract at the time of shipment.
• Except as expressly stated in these Terms or in the Sales Contract, all other warranties, representations and conditions, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by applicable law.
• Golden Harvest Trade makes no warranty as to fitness for a particular purpose unless expressly stated in writing. The Buyer is responsible for determining the suitability of Goods for any specific intended use.

8.2 Limitation of Liability

• To the fullest extent permitted by applicable law, Golden Harvest Trade shall not be liable to the Buyer or any third party for any indirect, special, incidental, consequential, punitive or exemplary loss or damage, including loss of profits, loss of revenue, loss of business opportunity, loss of market share or reputational loss, even if Golden Harvest Trade has been advised of the possibility of such loss or damage.
• In all cases, Golden Harvest Trade's total aggregate liability to the Buyer under or in connection with any Agreement shall not exceed the total Contract Price paid by the Buyer to Golden Harvest Trade under the specific Agreement giving rise to the claim.
• Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by applicable law.

• All intellectual property rights in and to the Golden Harvest Trade website, brand name, logo, trade name, marketing materials, commodity reports, market analysis, pricing data and other content produced by or on behalf of Golden Harvest Trade are and shall remain the exclusive property of Golden Harvest Trade.
• Nothing in these Terms or in any Agreement shall be construed as granting any licence or right to use any intellectual property of Golden Harvest Trade without the prior written consent of an authorised representative of the Company.
• The Buyer and Client shall not reproduce, copy, redistribute, publish, display or commercially exploit any content, reports, data or materials provided by Golden Harvest Trade without prior written authorisation.
• Any unauthorised use of Golden Harvest Trade's intellectual property shall entitle Golden Harvest Trade to seek injunctive relief, damages and any other remedies available at law.

• Each party agrees to keep confidential all Confidential Information received from the other party and not to disclose it to any third party without the prior written consent of the disclosing party, except as permitted under these Terms.
• Each party may disclose Confidential Information to its employees, officers, agents, subcontractors and professional advisors who have a need to know such information for the purposes of the Agreement, provided such persons are bound by equivalent confidentiality obligations.
• The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no breach of this clause; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by law, regulation or order of a competent authority.
• The confidentiality obligations set out in this Section shall survive the expiry or termination of any Agreement for a period of five (5) years.
• Neither party shall make any public announcement, press release or statement regarding the existence or terms of any Agreement without the prior written consent of the other party.

Golden Harvest Trade is committed to conducting all trading operations in full compliance with applicable international trade laws, sanctions regimes and anti-corruption legislation. Both parties agree to the following compliance obligations:

11.1 Trade Sanctions

• Neither party shall engage in any transaction that violates any applicable trade sanction, embargo or export control law, including those administered by the United Nations, the United States Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom's Office of Financial Sanctions Implementation (OFSI), or any other applicable authority.
• The Buyer represents and warrants that neither it nor any of its beneficial owners, directors or officers is a designated or sanctioned person or entity under any applicable sanctions programme.

11.2 Anti-Bribery and Anti-Corruption

• Both parties shall comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010, the US Foreign Corrupt Practices Act and all equivalent national legislation in the jurisdictions where they operate.
• Neither party shall offer, pay, promise or authorise any bribe, kickback, facilitation payment or improper benefit of any kind to any person for the purpose of obtaining or retaining any business advantage in connection with these Terms or any Agreement.

11.3 Anti-Money Laundering

• Both parties shall comply with all applicable anti-money laundering laws and regulations. The Buyer consents to Golden Harvest Trade conducting know-your-customer (KYC) and anti-money laundering (AML) due diligence checks as a condition of entering into any Agreement.
• Golden Harvest Trade reserves the right to terminate or suspend any Agreement immediately without liability if it has reasonable grounds to believe that an AML or sanctions violation has occurred or is likely to occur.

• Neither party shall be liable to the other for any failure or delay in performing its obligations under an Agreement to the extent that such failure or delay is caused by a Force Majeure Event, provided that the affected party has notified the other party in writing as soon as reasonably practicable after the occurrence of the Force Majeure Event.
• The affected party shall use reasonable endeavours to mitigate the effect of the Force Majeure Event and to resume performance of its obligations as soon as reasonably practicable.
• If a Force Majeure Event continues for a period exceeding 60 consecutive days, either party may terminate the affected Agreement on written notice to the other party without liability to the other, except that the Buyer shall remain liable to pay for any Goods that have already been shipped or whose title has already transferred.
• Price increases, market fluctuations, currency movements or a change in the economic conditions of the commodity markets shall not constitute a Force Majeure Event for the purposes of these Terms.

13.1 Termination for Cause

• Golden Harvest Trade may terminate any Agreement with immediate effect by written notice to the Buyer if the Buyer fails to make any payment when due and such failure is not remedied within 5 business days of written notice.
• Either party may terminate any Agreement with immediate effect by written notice if the other party commits a material breach of its obligations under the Agreement and such breach is not remedied within 14 days of written notice specifying the breach.
• Either party may terminate any Agreement immediately if the other party becomes insolvent, enters administration, receivership, liquidation or any equivalent insolvency proceedings in any jurisdiction.
• Golden Harvest Trade may terminate any Agreement or suspend services immediately if it determines, acting reasonably, that the Buyer has engaged in any conduct that violates Section 11 (Compliance and Trade Laws) of these Terms.

13.2 Consequences of Termination

• On termination for any reason, all outstanding invoices shall become immediately due and payable. The Buyer shall pay for all Goods that have been shipped or are in transit at the time of termination.
• Termination shall not affect the accrued rights, remedies or liabilities of either party at the date of termination, nor the continuing provisions of these Terms (including confidentiality, intellectual property, limitation of liability and dispute resolution clauses), which shall survive termination.

14.1 Good Faith Negotiation

• In the event of any dispute, controversy or claim arising out of or in connection with any Agreement or these Terms, the parties shall first seek to resolve the dispute by good faith negotiation between senior representatives. Either party may initiate this process by sending written notice to the other party by email to contact@goldenharvesttrade.com, describing the nature of the dispute in reasonable detail.
• The parties shall use reasonable endeavours to resolve the dispute by negotiation within 30 days of the notice being sent. If the dispute is not resolved within this period, either party may proceed to formal dispute resolution under Clause 14.2.

14.2 Arbitration

• Any dispute that cannot be resolved by good faith negotiation shall be finally and conclusively resolved by binding arbitration under the Rules of the London Court of International Arbitration (LCIA), or such other recognised arbitration rules as the parties may agree in writing.
• The seat and place of arbitration shall be London, United Kingdom, unless otherwise agreed in the Sales Contract.
• The arbitration shall be conducted in the English language by a sole arbitrator mutually agreed by the parties, or if no agreement is reached within 14 days of the appointment request, appointed by the relevant arbitration institution.
• The decision of the arbitrator shall be final and binding on both parties and may be enforced in any court of competent jurisdiction.
• Nothing in this Section shall prevent either party from seeking urgent interim relief or injunctive relief from a court of competent jurisdiction where necessary to protect its rights pending the outcome of arbitration.

• These Terms and any Agreement between the parties shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.
• Where the UN Convention on Contracts for the International Sale of Goods (CISG) would otherwise apply, its application is hereby expressly excluded unless both parties agree otherwise in writing in the Sales Contract.
• Subject to the arbitration provisions in Section 14, the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any dispute that is not subject to binding arbitration.

16.1 Amendments

• Golden Harvest Trade may amend these Terms at any time by posting the revised Terms on its website. The revised Terms will take effect from the date stated as the effective date. It is the responsibility of the Client to review these Terms periodically.
• No amendment to a specific Agreement shall be binding unless made in writing and signed by authorised representatives of both parties.

16.2 Severability

• If any provision of these Terms is found by a court, arbitrator or competent authority to be invalid, unlawful or unenforceable, that provision shall be severed from these Terms without affecting the validity and enforceability of the remaining provisions, which shall continue in full force and effect.

16.3 Entire Agreement

• These Terms, together with the applicable Sales Contract, constitute the entire agreement between the parties in relation to the subject matter and supersede all prior agreements, negotiations, representations and understandings between the parties, whether oral or written.

16.4 Waiver

• A failure or delay by either party to exercise any right or remedy under these Terms shall not constitute a waiver of that right or remedy, nor prevent or restrict the further exercise of that or any other right or remedy.

16.5 Assignment

• The Buyer may not assign, transfer, sub-contract or otherwise deal with any of its rights or obligations under any Agreement without the prior written consent of Golden Harvest Trade. Golden Harvest Trade may assign its rights under any Agreement to any affiliate, successor entity or financier without the Buyer's consent.

16.6 Third Party Rights

• These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999 or any equivalent legislation, unless expressly stated otherwise.

If you have any questions, concerns, notices or formal correspondence relating to these Terms and Conditions or any Agreement with Golden Harvest Trade, please contact us exclusively by email. Email is our sole designated means of communication for all contractual and legal matters.