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These Terms will apply to any contract between Us for the sale of Products or Services to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Products or Services. Please note that by ordering any of our Products or Services, you agree to be bound by these Terms and the other documents expressly referred to in it.
You should print a copy of these Terms or save them to your computer for future reference. We amend these Terms from time to time as set out in clause 9. Every time you wish to order Products or Service, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated on 8th Decemeber 2015.
These Terms, and any Contract between Us, are only in the English language.
1. INFORMATION ABOUT US
1.1 We operate the website www.freshproduce.org.uk. We are THE FRESH PRODUCE CONSORTIUM (U.K.), a company registered in England and Wales under company number 02721319 and with our registered office at Minerva House Minerva Business Park, Lynchwood, Peterborough, Cambridgeshire, United Kingdom, PE2 6FT.
Our main trading address is Minerva House Minerva Business Park, Lynchwood, Peterborough, Cambridgeshire, United Kingdom, PE2 6FT. Our VAT number is 608014866.
1.2 To contact Us, please see our Contact Us page
When the following words with capital letters are used in these Terms, this is what they will mean:
Advertisement a 300 x 250 pixels size advertisement to be placed on Our Site.
Event includes, but is not limited to: a function, exhibition or event hosted by us;
Consumer Regulations Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013;
Contract as described in clause 8;
Dispatch Confirmation as described in clause 8.3;
Event Outside Our Control as described in clause 19.2;
Order an order for Products or Services submitted by you in accordance with clause 8;
Our Site our website;
Product the products and/or goods, or any part of them, supplied by Us or on Our behalf;
Services the services that We are providing to you as set out in the Order, including, but not limited to, providing the platform for an Advertisement;
Terms the terms and conditions set out in this document;
VAT Value Added Tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax;
We/our/us Fresh Produce Consortium (UK) Ltd;
Working Days a day other than a Saturday, Sunday or public holiday when banks are open for business.
2.1 Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
2.2 A reference to a statute, statutory provision or any subordinate legislation made under a statute is to such statute, provision or subordinate legislation as amended or re-enacted whether before or after the date of this agreement and, in the case of a statute, includes any subordinate legislation made under that statute from time to time.
2.3 A reference to a document is a reference to that document as varied or novated (in each case, other than in breach of the provisions of this agreement) at any time.
2.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
3. OUR PRODUCTS AND SERVICES
3.1 The images of the Products on Our Site are for illustrative purposes only. Although We have made every effort to display the colours accurately, We cannot guarantee that your computer's display of the colours accurately reflect the colour of the Products. Your Products may vary slightly from those images.
3.2 The packaging of any Products may vary from that shown on images on Our Site.
4. USE OF OUR SITE
Your use of Our Site is governed by our Terms of website use and Website Acceptable Use Policy. Please take the time to read these, as they include important terms which apply to you.
5. HOW WE USE YOUR PERSONAL INFORMATION
6. IF YOU ARE A CONSUMER
This clause 6 only applies if you are a consumer.
As a consumer, you have legal rights in relation to Products and Services for example if they are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
7. IF YOU ARE A BUSINESS CUSTOMER
This clause 7 only applies if you are a business.
7.1 If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use Our Site to purchase Products and or Services.
7.2 These Terms and any document expressly referred to in them constitutes the entire agreement between you and Us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between Us, whether written or oral, relating to its subject matter.
7.3 You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them.
7.4 You and We agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
8. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
8.1 Our order process allows you to check and amend any errors before submitting your Order to Us. Please take the time to read and check your Order at each page of the order process.
8.2 After you place an order, you will receive an e-mail from Us acknowledging that We have received your Order. However, please note that this does not mean that your Order has been accepted. Our acceptance of your Order will take place as described in clause 8.3.
8.3 We will confirm our acceptance to you by sending you an e-mail that confirms that the Products have been dispatched, or Services booked (Dispatch Confirmation). The Contract between Us will only be formed when We send you the Dispatch Confirmation.
8.4 If We are unable to supply you with a Product or Service, for example because that it is not in stock or no longer available or because of an error in the price on Our Site as referred to in clause 15.5, We will inform you of this by e-mail and We will not process your Order. If you have already paid for the Products and/or Services, We will refund you the full amount as soon as possible.
9. OUR RIGHT TO VARY THESE TERMS
9.1 We may revise these Terms from time to time to deal with changes in relevant laws and regulatory requirements.
9.2 Every time you order Products and/or Services from Us, the Terms in force at that time will apply to the Contract between you and Us.
9.3 Whenever We revise these Terms in accordance with this clause 9, We will keep you informed and give you notice of this by stating that these Terms have been amended and the relevant date at the top of this page.
9.4 If you are a consumer and We have to revise these Terms as they apply to your Order, We will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Contract if you are not happy with the changes. You may cancel either in respect of all of the affected Products or just the Products you have yet to receive. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and We will arrange a full refund of the price you have paid, including any delivery charges.
10.1 You must only place an Advertisement on Our Site if you are a business and the Advertisement relates to your business.
10.2 Each Order for Services relating to an Advertisement shall be for a minimum period of 28 days and you may not cancel your Order once the period has begun. Once you have submitted your Order We reserve the right to inspect the Advertisement and if We find, in Our sole discretion, that the Advertisement does not comply with this clause 10 We shall reject the Advertisement within 7 days of the Order, terminate the Contract and refund to you all amounts paid in respect of the period of Services not provided by cheque within 2 weeks. Our total liability to you for any failure to provide the Services as a result of your breach of this clause 10, or any other relevant rule in place in respect of Advertisements and their content from time to time, shall be to refund the amount paid in respect of Services not provided less any amounts owing to Us under clause 10.7.
10.3 You are responsible for ensuring that your Advertisement complies with all relevant and necessary rules and regulations that are from time to time in force, including but not limited to the CAP Code, and We reserve the right to remove any Advertisement and cease provision of the Services relating such Advertisement if We discover that the Advertisement is in breach of any relevant rule. In the event that We reject the Advertisement after submission We will refund the amount paid by you for the period of Services not provided.
10.4 You undertake that the content of any Advertisement shall not be damaging to Our reputation, unlawful, abusive, threatening, defamatory, obscene, indecent, misleading, discriminatory, offensive or might otherwise give rise to liability on Our part or otherwise violate any applicable law.
10.5 You undertake that your Advertisement shall not violate or infringe upon the rights of any other person, including any right which is protected by copyright or trade mark, without first obtaining permission from the owner or relevant right holder.
10.6 You undertake that you will not post or transmit any material of any kind which contains a virus or other harmful component.
10.7 You agree to indemnify Us against all damage and loss which may arise out of your breach of this clause 10.
YOUR CONSUMER RIGHT OF CHANGE, RETURN AND REFUND
11. YOUR CONSUMER RIGHT OF CHANGE, RETURN AND REFUND
This clause 11 only applies if you are a consumer.
11.1 You may make a change, other than cancellation, to the Order for Services at any time before 30 calendar days before the Event. Where this means a change in the total price of the Services, We will notify you of the amended price in writing. You can then choose whether to proceed with the change to you Order. The Terms regarding cancellation in these circumstances are the same as stated below.
11.2 If you are a consumer, you have a legal right to cancel an Order under the Consumer Regulations during the period set out below in clause
11.3. This means that during the relevant period if you change your mind or for any other reason you decide you do not want to have a Product or Service, you can notify use of your decision to cancel your Order and receive a refund. Advice about your legal right to cancel your Order under these Consumer Regulations is available from your local Citizens’ Advice Bureau or Trading Standards office.
11.3 However, the cancellation right in clause
11.2 does not apply in the case of:
11.3.1 Any products made to your specification or clearly personalised
11.3.2 Newspapers, periodicals or magazines;
11.3.3 Software, DVDs or CDs which have a security seal which you have opened or unsealed.
11.4 Subject to clause 11.3, you may cancel an Order for a Product from the date you receive the Dispatch Confirmation, which is when the Contract between us is formed. If the Products have already been delivered to you, you have a period of 14 (fourteen) days in which you may cancel, starting from the day after the day you receive the Products.
11.5 If you have ordered Services from Us you have 14 days after the date We send you the Dispatch Confirmation to change your mind and cancel your Order. However, once We have completed the Services you cannot change your mind, even if that period is still running. If you cancel after We have started the Services, you must pay Us for the Services provided up until the time you tell Us that you have changed your mind.
11.6 To cancel an Order, you just need to let us know that you have decided to cancel. The easiest way to do this is to complete the cancellation form on Our Site. If you use this method We will e-mail you to confirm We have received your cancellation. Alternatively you may use a copy of the form which is attached at the back of these terms cancellation form. You can also e-mail us at firstname.lastname@example.org or by sending a letter to THE FRESH PRODUCE CONSORTIUM (U.K.), Minerva House Minerva Business Park, Lynchwood, Peterborough, Cambridgeshire, United Kingdom, PE2 6FT or by contacting our Customer Services telephone line at +44 (0)1733 237117. You may wish to keep a copy of your cancellation notice for your own records. If you are e-mailing Us or writing to Us please include details of your order to help Us identify it. If you send Us your cancellation notice by e-mail or by post, then your cancellation is effective from the date you send Us the e-mail or post the letter to Us. If you telephone use to notify Us of your cancellation then your cancellation is effective from the date you telephone Us.
11.7 If you cancel in accordance with clause 11.4 and clause 11.6, We will refund to you the price you paid for the Products. However, please note We are permitted by law to reduce your refund to reflect any reduction in the value of the Products if this has been caused by your handling them in a way which would not be permitted in a shop. We will also refund any delivery costs you have paid, although, as permitted by law, the maximum refund will be the costs of delivery by the least expensive delivery method We offer. We will make any refunds due to you as soon as possible and in any event, if you have received the Products, within 14 days of Us receiving the Products back from you (or if earlier within 14 days of the day on which you provide Us with evidence that you have sent the Products back) or if you have not received the Products, within 14 days of you informing Us of your decision to cancel the Contract. If you have returned Products to Us under this clause 11 because they are faulty or mis-described, We will refund the price of a defective Product in full, any applicable delivery charges, and any reasonable costs you incur in returning the item to Us.
11.8 We refund you on the credit card or debit card used by you to pay.
11.9 If a Product has been delivered to you before you decide to cancel your Contract:
11.9.1 you must return the Products to Us without undue delay and in any event not later 14 days after the day on which you let Us know that you wish to cancel the Contract; and,
11.9.2 unless the Products are faulty or not as described (in this case, see clause 11.7), you will be responsible for the cost of returning the Products to Us.
11.10 Further details of your legal right to cancel and an explanation of how to exercise it are provided in the Dispatch Confirmation.
11.11 As a consumer, you will always have legal rights in relation to Products or Services that are faulty or not as described. These legal rights are not affected by the returns policy in this clause 11 or these Terms. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
12. YOUR RIGHT OF RETURN AND REFUND WHERE YOU ARE A BUSINESS CUSTOMER
12.1 Where your Order is for a Product there is no right to cancel the Order, and receive a full refund, unless done in accordance with clause 12.6, where the Product is faulty.
12.2 Where your Order is for Services, you may cancel the Order at any time prior to the beginning of 30 calendar days prior to the Event. If notice of cancellation is received during the 30 days prior to the Event, then no refund will be made.
12.3 Where you have cancelled Services in circumstances that do no provide for a full refund, and We are able to find another customer to fulfil your original Order, then a refund will be made to you, less the reasonable costs and expenses associated with fulfilling that new Order.
12.4 Any notice of cancellation of an Order must be made in accordance with clause 20.
12.5 Where a full refund applies, you will receive the price you paid for the Products and/or Services and any applicable delivery charges you paid for. We will process the refund due to you as soon as possible and, in any case, within 30 calendar days of the day on which you gave Us notice of cancellation as described in clause 12.4. If you returned the Products to Us because they were faulty or mis-described, please see clause 12.6.
12.6 If you have returned the Products to Us under this clause 12 because they are faulty or mis-described, We will refund the price of a defective Product in full, any applicable delivery charges, and any reasonable costs you incur in returning the item to Us.
12.7 We refund you on the credit card or debit card used by you to pay.
12.8 If the Products were delivered to you:
12.8.1 you must return the Products to Us as soon as reasonably practicable;
12.8.2 unless the Products are faulty or not as described (in this case, see clause 12.6), you will be responsible for the cost of returning the Products to Us;
12.8.3 you have a legal obligation to keep the Products in your possession and to take reasonable care of the Products while they are in your possession.
13.1 Your Order will be fulfilled by the estimated delivery date set out in the Dispatch Confirmation which will be within 30 days after the date of the Dispatch Confirmation, unless there is an Event Outside Our Control. If We are unable to meet the estimated delivery date because of an Event Outside Our Control, We will contact you with a revised estimated delivery date.
13.2 Delivery of Products will be completed when We deliver the Products to the address you gave Us.
13.3 The Products will be your responsibility from the completion of delivery.
13.4 You own the Products once We have received payment in full, including all applicable delivery charges.
13.5 If you are a consumer and We miss the 30 day delivery deadline for any Products then you may cancel your Order straight away if any of the following apply:-
13.5.1 We have refused to deliver the Products;
13.5.2 delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
13.5.3 you told Us before We accepted your order that delivery within the delivery deadline was essential.
13.6 If you are a consumer and you do not wish to cancel your order straight away, or do not have the right to do so under clause 13.5 you can give Us a new deadline for delivery, which must be reasonable, and you can cancel your Order if We do not meet the new deadline.
13.7 If you do choose to cancel your Order for late delivery under clause 13.5 or clause 13.6 you can do so for just some of the Products or all of them, unless splitting them up would significantly reduce their value. If the Products have been delivered to you, you will have to return them to Us or allow Us to collect them, and We will pay the costs of this. After you cancel your Order We will refund any sums you have paid to Us for the cancelled products and their delivery.
14. INTERNATIONAL DELIVERY
14.1 We deliver to a range of countries (International Delivery Destinations). However there are restrictions on some Products for certain International Delivery Destinations, so please carefully review the following information Royal Mail International Checklist before ordering Products.
14.2 If you order Products from Our Site for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that We have no control over these charges and We cannot predict their amount.
14.3 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
14.4 You must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable or responsible if you break any such law.
15. PRICE OF PRODUCTS AND SERVICES AND DELIVERY CHARGES
15.1 The prices of the Products and Services will be as quoted on Our Site from time to time. We take all reasonable care to ensure that the prices of Products and Services are correct at the time when the relevant information was entered onto the system. However if We discover an error in the price of Product(s) or Service(s) you ordered, please see clause 15.5 for what happens in this event.
15.2 Prices for our Products and Services may change from time to time, but changes will not affect any order which We have confirmed with a Dispatch Confirmation.
15.3 The price of a Product or Service includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, We will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.
15.4 The price of a Product or Service does not include delivery charges where necessary. Our delivery charges are advised to you during the check-out process before you confirm your order.
15.5 Our Site contains a number of Products and Services. It is always possible that, despite our reasonable efforts, some of the Products and Services on Our Site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
15.5.1 where the Product or Service’s correct price is less than the price stated on Our Site, We will charge the lower amount when delivering the Products or Services to you.; and
15.5.2 if the Product or Service’s correct price is higher than the price stated on Our Site, We will contact you as soon as possible to inform you of this error and We will give you the option of continuing to purchase the Product or Service at the correct price or cancelling your order. We will not process your order until We have your instructions. If We are unable to contact you using the contact details you provided during the order process, We will treat the order as cancelled and notify you in writing.
16. HOW TO PAY
16.1 You can only pay for Products and Services using the WorldPay service or any other service provider that we select.
16.2 Payment for Products and Services will only be accepted in pound sterling.
16.3 Payment for the Products and Services and all applicable delivery charges is in advance. We will not charge your debit card or credit card until We dispatch your Order.
17. OUR LIABILITY IF YOU ARE A BUSINESS
This clause 17 only applies if you are a business customer.
17.1 We only supply Products and Services for internal use by your business, and you agree not to use the Product for any re-sale purposes.
17.2 Nothing in these Terms limits or exclude Our liability for:
17.2.1 death or personal injury caused by Our negligence, or the negligence of Our employees, agents or subcontractors;
17.2.2 fraud or fraudulent misrepresentation;
17.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
17.2.4 defective products under the Consumer Protection Act 1987; or
17.2.5 any matter in respect of which it would be unlawful for Us to exclude or restrict liability.
17.3 Subject to clause 17.2, We will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
17.3.1 any loss of profits, sales, business, or revenue;
17.3.2 loss or corruption of data, information or software;
17.3.3 loss of business opportunity;
17.3.4 loss of anticipated savings;
17.3.5 loss of goodwill; or
17.3.6 any indirect or consequential loss.
17.4 Subject to clause 17.2 and clause 17.3 , our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Products and/or Services.
17.5 Except as expressly stated in these Terms, We do not give any representation, warranties or undertakings in relation to the Products or Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, We will not be responsible for ensuring that the Products or Services are suitable for your purposes.
18. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A CONSUMER
This clause 18 only applies if you are a consumer.
If We fail to comply with these Terms, We are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both We and you knew it might happen, for example, if you discussed it with us during the sales process.
19. EVENTS OUTSIDE OUR CONTROL
19.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 19.2.
19.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
19.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
19.3.1 We will contact you as soon as reasonably possible to notify you; and
19.3.2 our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, We will arrange a new delivery date for the Products and/or Services with you after the Event Outside Our Control is over.
20. COMMUNICATIONS BETWEEN US
20.1 When We refer, in these Terms, to "in writing", this will include e-mail.
20.2 If you are a consumer and you wish to contact Us in writing for any other reason, you can send this to Us by e-mail or by pre-paid post to Us at Minerva House, Minerva Business Park, Lynchwood, Peterborough, Cambridgeshire, PE2 6FT. You can always contact Us using our Customer Services telephone line.
20.3 If We have to contact you or give you notice in writing, We will do so by e-mail or by pre-paid post to the address you provide to Us in your order.
20.4 If you are a business:
20.4.1 Any notice or other communication given by you to Us, or by Us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, e-mail.
20.4.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if sent by e-mail, one Business Day after transmission.
20.4.3 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 e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
20.4.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
21. OTHER IMPORTANT TERMS
21.1 We may transfer Our rights and obligations under a Contract to another organisation, but this will not affect your rights or Our obligations under these Terms.
21.2 You may only transfer your rights or your obligations under these Terms to another person if We agree in writing.
21.3 This contract is between you and Us. No other person shall have any rights to enforce any of its terms..
21.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
21.5 If We fail to insist that you perform any of your obligations under these Terms, or if We do not enforce our rights against you, or if We delay in doing so, that will not mean that We have waived our rights against you and will not mean that you do not have to comply with those obligations. If We do waive a default by you, We will only do so in writing, and that will not mean that We will automatically waive any later default by you.
21.6 If you are a consumer, please note that these Terms are governed by English law. This means a Contract for the purchase of Products or Services through Our Site and any dispute or claim arising out of or in connection with it will be governed by English law. You and We both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.
21.7 If you are a business, a Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
21.8 If you are a business, We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).