Dole Terms of Trade
1. Definitions and Interpretation
- "Additional Commercial Terms" has the meaning given to it in Condition 2.1(a);
- "Business Day" means a day (other than Saturday, Sunday or public holiday) when banks in Dublin are open for business;
- "Change of Control" means the person who directly or indirectly owns or controls the Supplier on the date of the first Contract between the Supplier and Dole ceases to own all of or control the Supplier;
- "Conditions" means these Dole Standard Terms and Conditions for the Purchase of Goods;
- "Contract" has the meaning given to it in Condition 2.1;
- "Delivery" means regular delivery unless agreed otherwise between the Supplier and Dole;
- "Delivery Date" means the date by or on which the Goods are to be delivered;
- "Delivery Location" means the location at which the Goods are to be delivered;
- "Force Majeure Event" means any event beyond the reasonable control of Dole or the Supplier which does not relate to its fault or negligence;
- "Goods" means the goods or any part of them to be supplied to Dole by the Supplier as set out under the Contract;
- "Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce 2010;
- "Invoice" means a valid invoice;
- "Order" means any order from Dole to the Supplier for the Goods as set out in the Purchase Order;
- "Order Number" means the number assigned to a Purchase Order by Dole;
- "Purchase Order" means the purchase order form issued by Dole to the Supplier setting out the description, quantity, price, payment terms, the Delivery Date and any other associated terms;
- "Supplier" means the person, firm or company who has supplied the Goods or has agreed to supply the Goods to Dole;
- "VAT" means value added tax chargeable under law.
2. The Contract
- The Contract between Dole and the Supplier for each Order comprises (a) the Purchase Order, (b) these Conditions, and (c) if applicable, the Incoterms.
- The placing of a Purchase Order by Dole to the Supplier is an instruction to supply the Goods specified in the Purchase Order.
- The Supplier is deemed to accept the Order on the earlier of written acceptance or the Supplier’s delivery of the Goods.
- The Contract shall prevail over any inconsistent terms stipulated by the Supplier.
3. Purchase Order
- No Purchase Order shall be capable of acceptance by the Supplier unless it is in writing from Dole.
- The Supplier must quote the Order Number on all correspondence and invoices.
- Each Purchase Order shall specify the Delivery Date and Delivery Location.
4. Food Safety and Quality
- The Supplier shall supply safe and quality Goods by maintaining a quality management system.
- The Supplier shall keep all records relating to the Goods as required by law.
5. Warranty
- The Supplier warrants that the Goods and their packaging and labeling conform to the Specification, are of satisfactory quality, and fit for their intended purpose.
- The Supplier warrants that it holds all relevant consents and licenses required in the performance of its obligations.
6. Product Recall
- Dole may withdraw or recall any Goods if they do not meet the Specification or pose a risk to reputation or safety.
- The Supplier shall indemnify Dole for all costs incurred due to a Product Recall.
7. Delivery
- Delivery of the Goods shall take place in accordance with Dole’s delivery instructions.
- If Goods do not comply with the Contract, Dole may reject them and require replacements.
8. Acceptance of Goods
- If Dole determines that the Goods do not comply with the Contract, they may be rejected.
- The Supplier shall promptly arrange for collection of rejected Goods.
9. Title and Risk
- Goods remain at the Supplier’s risk until delivered in accordance with the Purchase Order.
10. Prices and Payment
- Prices are exclusive of VAT unless otherwise stated.
- Dole shall pay the price within the agreed timeframe, subject to compliance with contractual obligations.
11. Indemnity and Liability
- The Supplier indemnifies Dole against losses arising from defective Goods or breach of contract.
12. Insurance
- The Supplier shall maintain adequate insurance coverage, including Product Liability Insurance of not less than €2.6 million per incident.
13. Confidentiality
- All information exchanged between Dole and the Supplier must be kept confidential.
14. Termination
- Dole may terminate the Contract immediately if the Supplier commits a material breach.
15. Governing Law and Dispute Resolution
- The Contract shall be governed by Irish law, and disputes shall be resolved in the Irish courts.