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Please read these terms and conditions carefully before ordering any Goods and keep a copy of these terms and conditions for future reference. By placing an order for Goods with the Supplier, the Customer indicates that it accepts these terms and conditions and that it agrees to abide by them.
The Customer’s attention is drawn in particular to the provisions in Condition 10 (Limitation of Liability).
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 09:00 to 17:00 on any Business Day.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with Condition 16.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Delivery Date: has the meaning in Condition 5.
Delivery Location: has the meaning given in Condition 5.
Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control including but not limited to acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination, or sonic boom, any law or action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts, non-performance by suppliers or subcontractors, and interruption or failure of utility service.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s order for the Goods.
Privacy Policy: the Supplier’s privacy policy from time to time.
Supplier: Westcountry Fruit Sales Limited of S3 Narvik Way, Tyne Tunnel Trading Estate, North Shields, Tyne And Wear, United Kingdom, NE29 7XJ registered in England and Wales with company number 00980586 and VAT number 434454065.
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.3 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
2.4 All Orders are subject to acceptance by the Supplier. The Contract shall only come into existence when the Supplier processes the Order.
2.5 The Order may be placed with the Supplier by telephone, email or through the Supplier’s online system. The Supplier cannot guarantee receipt of an Order placed on their answerphone, email or via the Supplier’s online system. Order confirmation will only be given when an Order is placed verbally with a member of the Supplier’s sales team by telephone.
2.6 A quotation for the Order given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 7 Business Days from its date of issue, unless otherwise stated.
2.7 Where available, the Supplier may provide the Customer with an online account, through which the Customer will be able to place and manage its Orders. Where the Customer has an online account, it is the responsibility of the Customer to ensure its account details remain up to date and accurate. Access to the Customer’s online account will be subject to the Supplier’s website terms of use and acceptable use policy. The Supplier reserves the right to refuse the service, terminate accounts or remove or edit content or functionality at any time.
2.8 A Each Order shall be subject to the Supplier’s minimum order value in force from time to time. Where applicable, minimum order value can be found on the Supplier’s website or will be made available by the Supplier on request.
By placing an order with the Supplier, the Customer warrants that it:
4.1 The Goods are as described in the Supplier’s pricelist which is available from the Supplier’s website or daily from the Supplier in respect of fresh Goods.
4.2 The images of the Goods on the Supplier’s website are for illustrative purposes only. Although the Supplier has made every effort to display the colours accurately, it cannot guarantee that the Customer’s computer's display of the colours accurately reflects the colour of the Goods. The colour of the Goods may vary slightly from those images.
4.3 Some Goods are priced by weight (for example fresh produce including fruit and vegetables). The Supplier’s guide weight is for guidance only and the weight of the Goods that the Customer may receive may vary from this guide. Where Goods are sold individually by weight the price of these Goods will be the price per kilogram (or other appropriate unit of measurement) in force at the time of picking and the Supplier will charge the Customer that price. Although the Supplier will make every effort to be as accurate as possible, all sizes, numbers, weights, capacities, dimensions and measurements have a 10% tolerance.
4.4 The Goods will be supplied subject to availability and the Supplier reserves the right to amend an Order if Goods are not available.
4.5 The packaging of the Goods may vary from that shown on images on the Supplier’s website.
4.6 The Supplier reserves the right to amend the description or specification of the Goods (if any) if required by any applicable statutory or regulatory requirement.
4.7 The Supplier shall not sell alcohol to anyone under the age of 18. By placing an Order with the Supplier, the Customer confirms that it or the individual placing the Order is at least 18 years old, and that the information provided by the Customer is correct and truthful.
4.8 The Customer is responsible for ensuring that no Goods it purchases from the Supplier are sold (or otherwise distributed) after any ‘best-before’ or ‘use-by’ dates included on the Goods or their packaging. To the extent any Goods are sold (or otherwise distributed) by the Customer after any such date, it shall be at the Customer’s sole risk, and the Customer shall compensate and hold the Supplier harmless against any losses, claims, expenses or damages it incurs howsoever relating to the same.
5.1 The Goods will be delivered to the delivery address (the “Delivery Location”) provided by the Customer when an Order is placed, unless otherwise agreed with the Supplier.
5.2 Orders must be received by the Customer by no later 11:30pm for next day delivery and 11:30am for same day delivery (such deadlines may be amended by the Supplier from time to time). The Supplier will take reasonable steps to deliver the Goods on the next delivery to the Delivery Location (the “Delivery Date”). The Delivery Date is not guaranteed and is approximate only. Time of delivery is not of the essence.
5.3 The Supplier shall not provide confirmation of delivery, unless otherwise agreed with the Customer. Unless otherwise agreed by the Supplier, the quantity of Goods as recorded by the Supplier on dispatch shall (in the absence of manifest error) be conclusive evidence of the quantity of Goods delivered.
5.4 In respect of any alcoholic Goods, all items must be signed for by an adult aged 18 years or over. If no one of that age is available to sign at the Delivery Location, the Goods will be retained by the driver and returned to the Supplier.
5.5 The Customer shall make the Supplier’s reusable crates and boxes available for collection at such times as the Supplier shall reasonably request. In the event that the Supplier’s reusable crates and/or boxes are not returned by the Customer, the Customer may be charged by the Supplier for the costs of the reusable crates or boxes, from time to time. The Customer is solely responsible for the appropriate disposal of all other packaging.
5.6 If the Supplier fails to deliver the Goods, the Supplier’s liability is limited to delivering or redelivering the relevant Goods within a reasonable timeframe or issuing a credit note against the invoice raised in respect of such Goods. However, the Supplier will not be liable to the extent that any failure to deliver was caused by a failure by the Customer to provide adequate delivery instructions or any other instructions that are relevant to the supply of Goods.
5.7 If for any reason the Customer is unable to accept delivery of the Goods including but not limited to where the Customer has failed to provide adequate instructions, documents, licences or authorisations: a) risk in the Goods will pass to the Customer; b) the Supplier may store the Goods until delivery subject to the Customer remaining liable for all related costs and expenses (including without limitation storage and insurance).
5.8 The Customer shall provide adequate equipment and labour for loading and unloading of the Goods as appropriate.
5.9 The quantity of the Goods must be checked by the Customer in the presence of the driver on delivery.
6.1 Subject to Condition 4, the Supplier warrants that the Goods conform with their description in the Supplier’s pricelist.
6.2 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6.3 These Conditions shall apply to any replacement Goods supplied by the Supplier.
7.1 Risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full in cleared funds for the Goods and all other sums which are or which become due to the Supplier from the Customer on any account.
7.3 Until title passes to the Customer, the Customer shall: a) hold the Goods on a fiduciary basis as the Supplier’s bailee; b) store the Goods separately from all other products in such a way that they are clearly identifiable as the property of the Supplier; c) maintain the Goods in a satisfactory condition; d) keep the Goods insured on the Supplier’s behalf for their full price against all risks; and e) notify the Company immediately if it becomes subject to any of the events listed in Condition 11.1.
7.4 Nothing in this Condition 7 shall restrict the Customer reselling or using the Goods in the ordinary course of its business.
7.5 If before title in the Goods passes to the Customer the Customer becomes subject to any of the events listed in Condition 11.1 or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored, in order to recover them.
8.1 Any shortfall in the quantity or defective Goods must be notified to the Supplier within 24 hours of delivery.
8.2 Any defective Goods must be returned to the Supplier within 48 hours of delivery following notification of any claim for replacement Goods to be considered.
8.3 Where the Goods have a “best buy” or “best before” date marked on them by the manufacturer of the Goods, the Customer must check this in the presence of the delivery driver at the time of delivery.
8.4 In the event that any of the Goods do not conform with their description in the Supplier’s pricelist the Supplier shall at its option replace such Goods or refund the price of such Goods.
8.5 The Supplier shall not be liable in the event that the Customer makes further use or deals with the Goods after notifying the Supplier pursuant to Condition 8.1 or the defect arises due to the Customer’s failure in relation to appropriate storage.
9.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery. The Supplier shall use reasonable endeavours to ensure that the prices of Goods on the website are correct at the time the Customer places an Order.
9.2 The price of some Goods, such as fruit and vegetables, will vary according to weight. The Supplier endeavours to provide the Customer with the weight requested in the Order however, the Customer agrees to pay the price for the weight of the Goods delivered.
9.3 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods due to: a) any factor beyond the Supplier’s control; b) any request by the Customer to change the delivery date, quantities or types of Goods ordered; or c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
9.4 The price of the Goods excludes VAT, which the Customer shall additionally be liable to pay at the prevailing rate, subject to the receipt of a valid VAT invoice. If the VAT rate changes between the Order date and delivery date, the VAT payable will adjust unless the Customer has paid in full before the change.
9.5 If a Customer is a limited company or limited liability partnership and the Customer opens an account with us, the Customer will be required to complete an account opening form. The decision as to whether to grant credit facilities and the level of any credit facilities to the Customer is at the sole discretion of the Supplier.
9.6 The Customer must give true and accurate information on any application for an account and acknowledges and agrees to the Supplier processing the Customer’s data in accordance with the Privacy Policy, including sharing the Customer’s information and data with credit reference agencies. Where the Customer provides information relating to its business partners or directors, the Customer must obtain their consent to disclose this to the Supplier.
9.7 If requested by the Supplier when completing an account opening form, a director, shareholder (in the case of a limited company) or member (in the case of a limited liability partnership), or any other individual (not being a director, shareholder or member) who signs the form shall agree to personally guarantee payment of all monies, debts, and liabilities from time to time owed by the Customer to the Supplier (“the Guaranteed Obligations”).
9.8 This personal guarantee is a continuing security and shall cover the ultimate balance of all monies payable under the Contract, regardless of any intermediate payment or discharge.
9.9 If the Supplier requires a personal guarantee pursuant to Clause 9.7, the guarantor shall not be discharged from obligations under this guarantee unless and until one of the Supplier’s directors confirms this in writing. Any request for release must be made in writing, signed by the guarantor, and addressed to one of the Supplier’s directors.
9.10 At the Supplier’s discretion and without notice, the Supplier may vary the Customer’s credit limit or withdraw any credit/payment facility.
9.11 If the Supplier has reasonable concerns about the Customer’s financial or trading position, or if the Customer is late paying invoices, the Supplier may immediately: (a) require the Customer to set up a weekly direct debit for future Orders; and/or (b) suspend the Customer’s account and require payment in advance for future Orders.
9.12 Payment of invoices must be made in full within 7 days of receipt, unless other terms have been agreed. All payments must be made in cleared funds to the bank account nominated in writing by the Supplier.
9.13 The Supplier may invoice the Customer on or after delivery.
9.14 Time for payment is of the essence of the Contract.
9.15 If a payment is dishonoured, the Supplier reserves the right to charge £20.00 to the Customer’s account for each incident.
9.16 If the Customer fails to pay on time, the Customer shall pay interest on the overdue sum from the due date until payment. Interest will be charged at the rate under the Late Payment of Commercial Debts (Interest) Act 1998, and the Supplier may also claim legal costs.
9.17 All amounts due must be paid in full without set-off, counterclaim, deduction, or withholding (except required by law).
10.1 These liability restrictions apply to all liabilities arising under the Contract, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2 The Supplier’s total liability to the Customer shall not exceed the purchase price of the Goods in the relevant Order.
10.3 Nothing in the Contract limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any matter which cannot legally be limited.
10.4 The following types of loss are wholly excluded: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of goodwill; and (f) indirect or consequential loss.
10.5 This clause shall survive termination.
11.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if: a) the Customer commits a material breach of any term of the Contract (if such breach is remediable) and fails to remedy that breach within 10 Business Days of that party being notified in writing to do so; b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or being the subject of a bankruptcy petition, application or order (being an individual); c) the Customer fails to pay any amount due under the Contract on the due date for payment; d) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or e) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
11.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in (b) to (e) above or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
11.3 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
11.4 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
11.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
Any personal data that the Customer provides to the Supplier will be held and processed in accordance with the Supplier’s Privacy Policy.
13.1 "In writing" under this Contract, includes email.
13.2 Any notice under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first-class post or other next Business Day delivery service, or email.
13.3 A notice is deemed to have been received: a) if delivered by hand, at the time the notice is left at the proper address; b) if sent by pre-paid first class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting; or c) if sent by email, at 9.00 am the next Business Day after transmission.
13.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
13.5 The provisions of this Condition 13 shall not apply to the service of any proceedings or other documents in any legal action.
14.1 The Customer may not transfer, assign, charge or otherwise dispose of this Contract, or any of its rights or obligations arising under it without the prior written consent of the Supplier.
14.2 The Supplier may assign or transfer its rights and obligations under the Contract to another entity.
15.1 The Supplier shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under the Contract that is caused by a Force Majeure Event.
15.2 The Supplier’s performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and the Supplier will have an extension of time for performance for the duration of that period.
15.3 If a Force Majeure Event takes place the Supplier will contact the Customer as soon as reasonably practicable to notify the Customer and where the Force Majeure Event affects the Supplier’s delivery of Goods to the Customer, the Supplier will arrange a new delivery date with the Customer after the Force Majeure Event is over.
16.1 The Supplier has the right to revise and amend these terms and conditions from time to time by posting updated versions on the Supplier’s website.
17.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
17.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
18.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this Condition 18 the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
19.1 This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
20.1 The Contract constitutes the entire agreement between the parties.
20.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
21.1 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
21.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.