1. Acceptance of Terms
By accessing or using the website located at bogna.ae (the "Website"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"). If you are accessing the Website on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" shall refer to such entity.
If you do not agree to any provision of these Terms, you must immediately cease using the Website. Your continued use of the Website following the posting of any changes to these Terms constitutes your acceptance of such changes.
These Terms constitute a legally binding agreement between you and BOGNA TRADE FZ-LLC in accordance with the laws of the United Arab Emirates, including Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services, which recognises the validity and enforceability of electronic agreements.
2. Company Information
BOGNA TRADE FZ-LLC ("Bogna Trade," "the Company," "we," "us," or "our") is a free zone limited liability company incorporated and registered in the Ras Al Khaimah Economic Zone (RAKEZ), United Arab Emirates.
License No.: 5027817RIB-210A
Registered Office: RAK Insurance Building, RAKEZ Business Zone-FZ RAK, Ras Al Khaimah, United Arab Emirates
Website: bogna.ae
Email: eaREMOVE.anNULLgobFAKE@ofSPAMni
3. Definitions
In these Terms, unless the context otherwise requires:
"Content" means all text, graphics, images, photographs, illustrations, designs, data compilations, product descriptions, specifications, pricing information, and any other material published on or available through the Website.
"Separate Agreement" means any individually negotiated and executed commercial contract, purchase order, proforma invoice, or other written agreement between you and Bogna Trade for the sale and purchase of goods.
"Intellectual Property Rights" means all patents, trademarks, service marks, trade names, domain names, copyright, design rights, database rights, trade secrets, know-how, and all other intellectual property rights of any kind, whether registered or unregistered, and including all applications and rights to apply for and be granted renewals or extensions thereof.
"User" means any individual or entity that accesses or uses the Website, whether or not they are a registered user or have submitted any information through the Website.
"Business Day" means any day other than a Friday, Saturday, or public holiday in the United Arab Emirates.
4. Scope and Nature of the Website
The Website serves as an informational platform for Bogna Trade's business-to-business (B2B) food sourcing and trading services between Vietnam and the Gulf Cooperation Council (GCC) region. The Website provides general information about our company, products, services, supply chain capabilities, compliance certifications, and delivery terms.
The Website is not an e-commerce platform. No goods can be purchased directly through the Website. All commercial transactions are conducted through individually negotiated Separate Agreements between Bogna Trade and the buyer.
5. No Offer, No Binding Obligation
All product listings, descriptions, specifications, certifications, pricing indications, minimum order quantities (MOQs), delivery terms, Incoterms references, lead times, and any other commercial information displayed on the Website are provided for general informational purposes only and constitute an invitation to treat, not an offer to sell within the meaning of applicable contract law.
Specifically, no information on the Website shall be construed as: an offer to sell or supply any goods on the terms described; a guarantee of product availability, pricing, specifications, or certifications; a warranty that any particular product will meet your requirements; or a representation that any particular delivery terms, Incoterms, or logistics arrangements are available for your specific transaction.
A binding contractual obligation between you and Bogna Trade shall arise only upon the execution of a Separate Agreement signed by an authorised representative of Bogna Trade. The submission of an enquiry, request for quotation (RFQ), or any other communication through the Website does not create a binding agreement.
Quotations provided by Bogna Trade in response to enquiries are valid only for the period expressly stated therein and are subject to change without notice prior to the execution of a Separate Agreement. All quotations are subject to final confirmation of availability, factory production schedules, and shipping logistics at the time of order placement.
6. Business-to-Business Use Only
The Website and the services of Bogna Trade are intended exclusively for use by businesses, traders, importers, distributors, and other commercial entities acting in their professional capacity. By using the Website, you represent and warrant that you are acting in a business capacity and not as a consumer.
Consumer protection laws, including but not limited to UAE Federal Law No. 15 of 2020 on Consumer Protection, shall not apply to transactions between Bogna Trade and its business clients, except to the extent that any such provisions are mandatory and cannot be excluded by contract.
If you are a natural person accessing the Website for personal, non-commercial purposes, you are welcome to browse the Website for informational purposes but you acknowledge that you are not the intended audience for our products or services and that no consumer protection rights arise from your use of the Website.
7. User Accounts and Communications
The Website does not currently require user registration or account creation. However, you may submit information through our contact forms, RFQ forms, email, WhatsApp, or other communication channels.
When you communicate with us through any channel, you agree to provide accurate, current, and complete information; to not impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; and to not use the communication channels for any purpose that is unlawful, fraudulent, or in violation of these Terms.
We reserve the right, but are not obligated, to decline to respond to any enquiry at our sole discretion, without providing reasons.
8. Product Information and Specifications
Bogna Trade makes reasonable efforts to ensure that product information displayed on the Website is accurate and up-to-date. However, product specifications, images, packaging details, certifications, grades, sizes, processing methods, and other product attributes displayed on the Website are indicative only and may vary from batch to batch and between production seasons.
Product images are provided for illustrative purposes only and may not precisely represent the actual product. Colours, textures, sizes, and other visual attributes may appear differently on your screen due to display settings, photography conditions, or other factors.
Certification and compliance information (including HACCP, Halal, ISO 22000, NAFIQAD, ESMA, and FDA references) displayed on the Website reflects the certifications held by our supplier network at the time of publication. Specific certifications applicable to your order will be confirmed in the relevant Separate Agreement and accompanying documentation.
Bogna Trade reserves the right to modify, discontinue, or update product information at any time without prior notice. It is the buyer's responsibility to confirm all product specifications, certifications, and compliance requirements prior to execution of a Separate Agreement.
9. Pricing and Commercial Terms
Any pricing information displayed on or communicated through the Website is indicative only, expressed in general terms, and subject to change without notice. Prices are not fixed offers and may vary depending on order volume and MOQ; product availability and seasonality; origin and factory; shipping and logistics costs; exchange rate fluctuations; applicable customs duties, taxes, and levies; and the specific Incoterm agreed upon.
References to the UAE-Vietnam Comprehensive Economic Partnership Agreement (CEPA) and zero-duty trade on the Website are provided for informational purposes only. The applicability of CEPA preferential tariff rates to any specific transaction depends on the product classification, Certificate of Origin verification, and compliance with applicable Rules of Origin, which must be confirmed on a case-by-case basis.
Final binding pricing, payment terms, and all other commercial conditions will be established exclusively in the relevant Separate Agreement.
10. Ordering Process and Contract Formation
The typical transaction process with Bogna Trade follows these stages, none of which creates a binding obligation until a Separate Agreement is executed:
10.1 Enquiry
You submit a product enquiry or RFQ through the Website, email, or WhatsApp. This is not an offer and creates no obligation on either party.
10.2 Quotation
We may provide a quotation based on current market conditions. Quotations are not offers and are subject to the validity period stated therein. Quotations that have expired may not be relied upon.
10.3 Negotiation
Parties may negotiate product specifications, quantities, pricing, delivery terms, and other commercial conditions. Negotiations do not create binding obligations.
10.4 Contract Formation
A binding contract is formed only upon the execution of a Separate Agreement (such as a signed purchase contract, confirmed proforma invoice accepted in writing by both parties, or equivalent written instrument) by authorised representatives of both parties. The specific terms of the Separate Agreement shall prevail over any conflicting provisions in these Terms.
10.5 Performance
Delivery, quality control, inspection, documentation, and payment shall be governed by the terms of the applicable Separate Agreement.
11. Intellectual Property Rights
All Content on the Website, including but not limited to text, graphics, logos, brand identifiers, images, photographs, illustrations, data compilations, page layout, underlying code, software, and the overall design and "look and feel" of the Website, is the exclusive property of Bogna Trade or its licensors and is protected by the intellectual property laws of the United Arab Emirates, including UAE Federal Decree-Law No. 38 of 2021 on Copyrights and Neighbouring Rights, UAE Federal Decree-Law No. 36 of 2021 on Trademarks, and applicable international treaties and conventions.
You are granted a limited, non-exclusive, non-transferable, revocable licence to access and view the Content on the Website solely for your own internal business evaluation purposes. This licence does not include the right to reproduce, distribute, display, sell, lease, modify, create derivative works from, or otherwise use the Content for any commercial purpose without the prior written consent of Bogna Trade.
The trade names "Bogna Trade," "BOGNA TRADE FZ-LLC," and all associated logos, marks, and brand elements are the exclusive property of Bogna Trade. No licence or right to use any of these marks is granted by these Terms or by access to the Website.
If you believe that any Content on the Website infringes upon your intellectual property rights, please contact us using the details provided in Section 26. We will investigate all legitimate claims and take appropriate action in accordance with applicable law.
12. Prohibited Use and Anti-Scraping
You agree not to use the Website for any purpose that is unlawful, harmful, or prohibited by these Terms. Without limiting the generality of the foregoing, you may not:
Automated Access: Use any robot, spider, scraper, data mining tool, automated software, or any manual process to monitor, copy, index, or extract data or Content from the Website without the prior written consent of Bogna Trade. This prohibition applies regardless of whether the data is publicly accessible and regardless of the purpose for which the data is used, including competitive intelligence, lead generation, price aggregation, or any other commercial or non-commercial purpose.
Interference: Attempt to interfere with, disrupt, or place an undue burden on the Website's infrastructure, servers, or networks; introduce any malware, viruses, Trojan horses, worms, or other malicious code; or attempt to gain unauthorised access to any part of the Website, accounts, or systems connected to the Website.
Misrepresentation: Use the Website to impersonate Bogna Trade or any other person or entity; to create a false impression of affiliation with Bogna Trade; or to misrepresent the source, identity, or content of any communication.
Framing and Mirroring: Frame, mirror, or incorporate any part of the Website into another website, application, or service without the prior written consent of Bogna Trade.
Competitive Use: Access the Website for the purpose of building a competitive product or service, or for benchmarking purposes, or for any other purpose that is adverse to the commercial interests of Bogna Trade.
13. User-Submitted Content
When you submit information, documents, specifications, or other materials to Bogna Trade through the Website, email, WhatsApp, or any other channel ("User Content"), you represent and warrant that you have the right to share such materials and that the User Content does not infringe upon the intellectual property rights, trade secrets, or confidentiality obligations of any third party.
Unless subject to a separate Non-Disclosure Agreement (NDA), you grant Bogna Trade a non-exclusive, worldwide, royalty-free licence to use, store, and process User Content solely for the purpose of responding to your enquiry, providing a quotation, or performing our obligations under a Separate Agreement.
We will treat all User Content with reasonable confidentiality. However, please note that unencrypted communications over the internet are inherently not fully secure, and Bogna Trade cannot guarantee the security of User Content transmitted through unsecured channels.
14. Third-Party Links and Services
The Website may contain links to third-party websites, services, or resources, including but not limited to WhatsApp (Meta Platforms, Inc.), social media platforms, and external industry resources. These links are provided for convenience only and do not signify endorsement, sponsorship, or approval by Bogna Trade of any third-party content, products, or services.
Bogna Trade has no control over, and assumes no responsibility for, the content, accuracy, privacy practices, or availability of any third-party websites or services. Your use of third-party websites and services is at your own risk and subject to the terms and policies of such third parties.
15. Disclaimers and Exclusions
15.1 "As Is" Basis. The Website and all Content are provided on an "as is" and "as available" basis, without any representations or warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, or reliability.
15.2 No Guarantee of Availability. Bogna Trade does not warrant that the Website will be available at all times, uninterrupted, secure, error-free, or free of viruses or other harmful components. We may suspend, restrict, or terminate access to the Website at any time, for any reason, without notice.
15.3 No Professional Advice. Nothing on the Website constitutes legal, tax, customs, financial, regulatory, or other professional advice. Information regarding CEPA, Incoterms, customs duties, certifications, import/export regulations, and other regulatory matters is provided for general informational purposes only. You should seek independent professional advice before making any business decision based on information found on the Website.
15.4 No Warranty on Trade Information. Bogna Trade makes no warranties regarding the accuracy or applicability of any trade-related information, including Incoterms, CEPA preferential duty rates, customs classifications, regulatory requirements, or certification standards. These are subject to change by the relevant authorities and must be independently verified by the buyer for each specific transaction.
15.5 Exclusion of Consumer Warranties. To the maximum extent permitted by UAE law, all warranties, conditions, and other terms that might otherwise be implied by statute, common law, or principles of equity are hereby excluded. This exclusion applies to all B2B interactions and does not purport to limit any rights that cannot be lawfully excluded.
16. Limitation of Liability
16.1 Exclusion of Certain Damages. To the fullest extent permitted by the laws of the United Arab Emirates, Bogna Trade, its directors, officers, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, goodwill, business, revenue, data, use, or any other intangible losses, arising out of or in connection with your use of or inability to use the Website, whether based on warranty, contract, tort (including negligence), strict liability, or any other legal theory, even if Bogna Trade has been advised of the possibility of such damages.
16.2 Maximum Aggregate Liability. To the fullest extent permitted by law, Bogna Trade's total aggregate liability to you for all claims arising out of or in connection with these Terms or your use of the Website shall not exceed the lesser of: (a) the amount you have paid to Bogna Trade under a Separate Agreement in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) one thousand United States Dollars (USD 1,000).
16.3 Essential Basis. The limitations and exclusions in this Section reflect a reasonable allocation of risk between the parties and form an essential basis of the bargain between you and Bogna Trade. Bogna Trade would not provide the Website or enter into these Terms without these limitations.
16.4 Separate Agreements. The liability limitations in this Section apply solely to claims arising from the use of the Website and these Terms. Liability arising from individually negotiated Separate Agreements shall be governed by the terms of such Separate Agreements.
16.5 Mandatory Rights. 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 or limited under UAE law.
17. Indemnification
You agree to indemnify, defend, and hold harmless Bogna Trade, its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: your breach of these Terms; your use of the Website in violation of applicable law; any User Content you submit that infringes upon the rights of any third party; or your negligent or wrongful acts or omissions in connection with any transaction or interaction facilitated through the Website.
This indemnification obligation shall survive the termination of these Terms and your cessation of use of the Website.
18. Force Majeure
Bogna Trade shall not be liable for any failure or delay in performing any obligation under these Terms or any Separate Agreement (unless otherwise expressly stated in such Separate Agreement) where such failure or delay results from circumstances beyond our reasonable control, including but not limited to:
Acts of God, natural disasters, epidemics, pandemics, or severe weather conditions; war, armed conflict, terrorism, civil unrest, sanctions, or embargoes; government actions, regulations, port closures, trade restrictions, export or import bans, or changes in customs or duty regulations; strikes, labour disputes, or industrial action at factories, ports, or logistics providers; disruption to shipping routes, port congestion, container shortages, or logistics network failures; failure or interruption of telecommunications, internet services, or utility supplies; currency controls, exchange rate disruptions, or banking system failures; acts or omissions of third-party suppliers, manufacturers, or service providers; and any other event beyond the reasonable control of Bogna Trade.
In the event of a Force Majeure event, our obligations shall be suspended for the duration of such event. If the Force Majeure event continues for more than ninety (90) days, either party may terminate the affected obligation by written notice to the other party, without liability.
19. Confidentiality
Any non-public business information exchanged between the parties in connection with enquiries, quotations, negotiations, or transactions, including but not limited to pricing, product specifications, supplier details, trade terms, and business strategies ("Confidential Information"), shall be treated as confidential by the receiving party.
The receiving party shall not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law, regulation, or order of a competent authority. This obligation of confidentiality survives the termination of these Terms.
Where a higher level of confidentiality protection is required, either party may request the execution of a separate Non-Disclosure Agreement (NDA). Bogna Trade offers NDAs for private label and OEM enquiries upon request.
20. Data Protection
Bogna Trade processes personal data in accordance with UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (UAE PDPL) and applicable international data protection standards. Full details of our data processing practices, your rights as a data subject, and our data protection measures are set out in our Privacy Policy, which is available on the Website and forms an integral part of these Terms.
By using the Website and submitting information to us, you acknowledge that you have read and understood our Privacy Policy and consent to the processing of your data as described therein.
21. Export Compliance and Trade Sanctions
You represent and warrant that you are not located in, under the control of, or a national or resident of any country that is subject to comprehensive international trade sanctions, and that you are not listed on any sanctions list maintained by the United Nations, the United States (OFAC SDN List), the European Union, the United Kingdom, or the United Arab Emirates.
You agree to comply with all applicable export control laws, import regulations, trade sanctions, and customs requirements of all relevant jurisdictions in connection with any transaction with Bogna Trade. Bogna Trade shall not be liable for any failure to perform arising from compliance with applicable sanctions, export controls, or other trade regulations.
Bogna Trade reserves the right to refuse, suspend, or terminate any transaction where we reasonably believe that performance would cause Bogna Trade to violate any applicable sanctions, export controls, or anti-money laundering regulations.
22. Termination and Suspension
Bogna Trade reserves the right to terminate or suspend your access to the Website, in whole or in part, at any time and for any reason, without prior notice or liability. Grounds for termination or suspension include, but are not limited to: violation of these Terms; suspected fraudulent, abusive, or unlawful activity; conduct that may expose Bogna Trade to legal liability or reputational harm; or any request by a law enforcement or governmental authority.
Upon termination, your right to use the Website ceases immediately. Sections 5, 11, 12, 15, 16, 17, 18, 19, 21, 24, and 25 shall survive termination of these Terms.
23. Amendments
Bogna Trade reserves the right to modify, amend, or replace these Terms at any time at our sole discretion. When we make material changes, we will update the "Last Updated" date at the top of these Terms and, where practicable, provide a notice on the Website.
It is your responsibility to review these Terms periodically for changes. Your continued use of the Website after any modifications to these Terms constitutes your binding acceptance of such modifications. If you do not agree to the modified Terms, you must cease using the Website.
Changes to these Terms do not affect the terms of any Separate Agreement already executed between you and Bogna Trade. In the event of any conflict between these Terms and a Separate Agreement, the terms of the Separate Agreement shall prevail.
24. Governing Law and Dispute Resolution
24.1 Governing Law
These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the United Arab Emirates, as applicable in the Emirate of Ras Al Khaimah.
24.2 Amicable Resolution
The parties shall first attempt to resolve any dispute arising out of or in connection with these Terms through good faith negotiation. A party wishing to raise a dispute shall provide written notice to the other party specifying the nature of the dispute. The parties shall have thirty (30) days from the date of such notice to attempt to reach a resolution.
24.3 Arbitration
Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, that is not resolved by amicable negotiation within the period specified above, shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre ("DIAC"), which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one (1). The seat of arbitration shall be Dubai International Financial Centre (DIFC). The language of the arbitration shall be English. The governing law of these Terms shall be the substantive law of the United Arab Emirates.
24.4 Interim Measures
Nothing in this Section shall prevent either party from seeking interim or injunctive relief from any court of competent jurisdiction, including the DIFC Courts, in order to protect its rights pending final resolution of a dispute through arbitration.
24.5 Costs
Unless the arbitral tribunal determines otherwise, each party shall bear its own costs in connection with the arbitration, including legal fees, and the costs of the arbitration (including the fees of the arbitrator and DIAC administrative fees) shall be allocated by the arbitral tribunal in its award in accordance with the DIAC Rules.
25. Severability and General Provisions
25.1 Severability
If any provision of these Terms is found by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties. If such modification is not possible, the provision shall be severed from these Terms. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions of these Terms.
25.2 Entire Agreement
These Terms, together with our Privacy Policy and Cookie Policy, constitute the entire agreement between you and Bogna Trade with respect to your use of the Website. They supersede all prior or contemporaneous agreements, communications, and proposals, whether oral or written, relating to the Website. For the avoidance of doubt, these Terms do not supersede or replace any Separate Agreement.
25.3 Waiver
No failure or delay by Bogna Trade in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude any further exercise thereof or the exercise of any other right, power, or remedy. A waiver is not effective unless it is in writing and signed by an authorised representative of Bogna Trade.
25.4 Assignment
You may not assign or transfer your rights or obligations under these Terms without the prior written consent of Bogna Trade. Bogna Trade may assign or transfer its rights and obligations under these Terms to any successor, affiliate, or acquirer of all or substantially all of its business or assets, without your prior consent.
25.5 No Third-Party Beneficiaries
These Terms are for the benefit of the parties hereto only and are not intended to confer any rights or remedies upon any third party.
25.6 Language
These Terms are prepared in English. In the event of any translation of these Terms into another language, the English version shall prevail in the event of any conflict or discrepancy.
25.7 Notices
All formal notices required or permitted under these Terms shall be in writing and shall be deemed given when delivered personally, when sent by internationally recognised courier service, or when sent by email to the email address specified in Section 26 (for notices to Bogna Trade) or to the email address provided by you in your most recent communication with us (for notices to you). Notices sent by email shall be deemed given upon receipt of an acknowledgement of delivery or, absent such acknowledgement, twenty-four (24) hours after the time of sending.
26. Contact Information
For any questions, concerns, or notices relating to these Terms of Service, please contact us:
BOGNA TRADE FZ-LLC
RAK Insurance Building, RAKEZ Business Zone-FZ RAK
Ras Al Khaimah, United Arab Emirates
License No.: 5027817RIB-210A
Email: eaREMOVE.anNULLgobFAKE@ofSPAMni