Terms of Trade

1. Application

These Terms of Trade apply to every quote, proforma invoice, order confirmation and sale of products by GHAMA TRADE LLC ("Seller") to a business customer ("Buyer"). If a signed sales contract exists, its terms prevail over these Terms where they conflict. Any terms included in the Buyer's purchase orders or documents do not apply unless the Seller accepts them in writing.

These Terms apply only between businesses. Our products are offered for commercial resale, distribution or processing, not to consumers.

2. Quotes

• Quotes are based on the product, specifications, volume, destination and Incoterm stated in the Buyer's request.
• Food commodity prices, freight rates and availability change quickly. Unless the quote states another period, a quote is valid for 7 calendar days and is subject to availability at the time of confirmation.
• Prices are in U.S. dollars (USD) unless stated otherwise and do not include import duties, taxes, port charges, inspections or fees in the destination country unless the quote expressly includes them.
• A quote is an invitation to order, not a binding offer.

3. Orders and confirmation

A sale becomes binding only when the Seller issues a written order confirmation, sales contract or proforma invoice and the Buyer accepts it in writing or pays the agreed deposit. The confirmation sets the product, specifications, quantity, packaging, price, Incoterm, delivery period and payment terms.

4. Specifications and quantity

• Products will conform to the specifications in the order confirmation. Grains, legumes, produce and other agricultural products are natural goods; normal variations in color, size, moisture and appearance within the agreed specification or recognized trade standards are not defects.
• Unless agreed otherwise, the delivered quantity may vary by plus or minus 5% of the confirmed quantity, and the price will be adjusted to the quantity actually delivered.
• Samples are indicative of the general quality of the product, not a guarantee that every unit will be identical.

5. Prices and payment

• Payment terms are those stated in the order confirmation, such as advance payment, deposit and balance against documents, documentary collection or letter of credit.
• Payments must be made by bank transfer from an account in the Buyer's name, or through the bank instrument agreed. We do not accept cash or payments from unrelated third parties.
• Each party bears its own bank charges unless agreed otherwise.
• The Seller is not obliged to ship, release documents or deliver while any agreed payment is pending. Late payments accrue interest at 1.5% per month or the maximum rate allowed by law, whichever is lower, plus reasonable collection costs.

6. Delivery, Incoterms and risk

• Delivery terms are interpreted under the Incoterms® 2020 rules of the International Chamber of Commerce. The Incoterm in the order confirmation determines where delivery occurs, who arranges transport and insurance, and when risk passes to the Buyer.
• Shipping and arrival dates are estimates. Carriers, ports and authorities can cause delays outside the Seller's control. The Seller will inform the Buyer of known delays promptly.
• Partial shipments and transshipment are allowed unless the order confirmation prohibits them.

7. Title

To the extent permitted by applicable law, title to the goods passes to the Buyer only when the Seller has received full payment, even if risk has already passed under the agreed Incoterm.

8. Documentation

The Seller will provide the documents stated in the order confirmation, which may include a commercial invoice, packing list, bill of lading or air waybill, certificate of origin, phytosanitary or health certificates, certificates of analysis and inspection reports. Documents not listed in the order confirmation may be provided at the Buyer's cost where available.

9. Buyer responsibilities

Unless the Seller expressly agrees in writing to act as importer of record, the Buyer is responsible for:

• Import permits, licenses and registrations required in the destination country.
• Customs clearance, duties, taxes and any destination inspections.
• Confirming that the product, its labeling and its documentation meet the food laws of the destination market before ordering. The Seller will cooperate by providing the product information it has.
• Proper storage, handling and resale of the goods after delivery.

10. Perishable goods

For fresh produce and other temperature-sensitive goods, the temperature setting, ventilation and atmosphere will be stated in the order confirmation. Temperature records from the container or vehicle will be the reference for cold-chain conditions. Once risk passes, delays in unloading, clearance or collection at destination are at the Buyer's risk.

11. Inspection and claims

• The Buyer must inspect the goods promptly on arrival.
• Claims for visible damage, shortage or non-conformity must be notified in writing within 48 hours of arrival for fresh produce and within 15 days of arrival for dry and packaged goods, with photos, lot numbers and documents supporting the claim.
• For claims involving quality, the Seller may require an inspection by an independent surveyor. The surveyor's report will be the basis for resolving the claim.
• The Buyer must preserve the goods in proper conditions and not dispose of, reprocess or return them without the Seller's written consent, except where needed to limit losses.
• Goods not claimed within these periods are deemed accepted. Approved claims will be resolved, at the Seller's choice, by replacement, credit note or price reduction.

12. Changes and cancellation

Once confirmed, an order may be changed or canceled only with the Seller's written agreement. The Buyer will reimburse costs already incurred or committed by the Seller, including purchases from suppliers, packaging, freight bookings and storage.

13. Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including crop failures, drought, floods or other weather events, plant or animal disease outbreaks, epidemics, export or import bans, sanctions, changes in law, port or border closures, strikes, war, unrest, and carrier or vessel delays. The affected party will notify the other promptly. If the event lasts more than 60 days, either party may cancel the affected part of the order without liability, except for payment of goods already delivered.

14. Limitation of liability

To the fullest extent permitted by law, the Seller is not liable for indirect, incidental or consequential damages, loss of profit, loss of business or loss of market. The Seller's total liability for any order is limited to the price of the goods in that order that gave rise to the claim. Nothing in these Terms limits liability that cannot be limited by law.

15. Compliance

Each party will comply with the food safety, customs, sanctions, export control and anti-corruption laws that apply to it. The Seller may suspend or cancel an order, without liability, if performing it would breach those laws or our Food Safety & Trade Compliance policy.

16. Governing law and disputes

These Terms and every sale under them are governed by the laws of the State of Wyoming, USA, including its Uniform Commercial Code. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. The parties will first try to resolve any dispute through good-faith negotiation for 30 days. If that fails, the dispute will be submitted to the state or federal courts located in Wyoming, unless the order confirmation provides for arbitration.