Frupro – Conditions of Sale
1. About us
1.1 Company details. FruPro Limited is a company registered with company number 12142605 and whose registered address is at 34-36, of Church Street, Tewkesbury, England, GL20 5SN, with VAT registration number of GB332353430 (“FruPro”, “we”, “us”, “our”). We operate the website portal: https://app.frupro.com/ (“Website”) and the FruPro marketplace (“Platform”).
1.2 Contacting us. To contact us telephone our customer service team at +44 7700 159858 or email email@example.com. How to give us formal notice of any matter under the Contract is set out in clause 13.2.
2. Our contract with you
2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract) for purchases of the produce we sell on the Platform. No other terms are implied by trade, custom, practice or course of dealing.
2.2 Entire agreement. The Contract, together with our general Terms and Conditions is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Language. These Terms and the Contract are made only in the English language.
3. Placing an order and its acceptance
3.1 Placing your order. From time to time, we notify our premium connections on the Platform of surplus produce (Goods) available for sale. Please follow the onscreen prompts to place an order of such Goods if you wish to make a purchase. Each order is an offer by you to buy the Goods subject to these Terms.
3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3.3 Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but 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 3.4.
3.4 Accepting your order. Our acceptance of your order takes place when we send the email to you to accept it, at which point the Contract between you and us will come into existence.
3.5 If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
4. Our goods
4.1 The images of the Goods 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 Goods. The colour of your Goods may vary slightly from those images.
4.2 The packaging of your Goods may vary from that shown on images on our site.
5. Delivery, transfer of risk and title
5.1 We will contact you with an estimated delivery date, which will be within 30 days after the date on which we email you to confirm our acceptance of your order. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 13 (Events outside our control) for our responsibilities when this happens.
5.2 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order and the Goods will be at your risk from that time.
5.3 You own the Goods once we have received payment in full, including of all applicable delivery charges.
5.4 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
5.5 If you fail to take delivery within 10 days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods.
6. International delivery
6.1 FruPro shall not be held liable for the delivery of goods and does not provide logistics services. Any responsibility for the delivery of goods shall rest solely with the party responsible for such services. There are restrictions on some Goods for certain International Delivery Destinations, so please review the information provided by the official authority carefully before ordering Goods.
6.2 If you order Goods 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.
6.3 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.
6.4 You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law.
7. Price of goods and delivery charges
7.1 The prices of the Goods will either (i) be as quoted by us on our Platform at the time you submit your order or (ii). We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system.
7.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
7.3 The price of Goods excludes 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 Goods in full before the change in VAT takes effect.
7.4 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order.
8. How to pay
8.1 Payment must be made by the means specified on the invoice you will be sent via the Platform after an order is placed.
8.2 Payment for the Goods and all applicable delivery charges must be made within 30 days of the date you placed your order via the Platform.
9. Our warranty for the goods
9.1 The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.
9.2 We provide a warranty that on delivery, the Goods shall:
(a) subject to clause 4, conform in all material respects with their description; and
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
9.3 Subject to clause 10.4, if:
(a) you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 10.2;
(b) we are given a reasonable opportunity of examining the Goods; and
(c) we ask you to do so, you return the Goods to us at your cost,
we will, at our option, replace the defective Goods, or refund the price of the defective Goods in full.
9.4 We will not be liable for breach of the warranty set out in clause 10.2 if:
(a) you make any further use of the Goods after giving notice to us under clause 10.3;
(b) the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions; or
(c) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
9.5 We will only be liable to you for the Goods’ failure to comply with the warranty set out in clause 10.2 to the extent set out in this clause 10.
9.6 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.
9.7 These Terms also apply to any replacement Goods supplied by us to you.
10. Our liability: your attention is particularly drawn to this clause
10.1 References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) any other liability that cannot be limited or excluded by law.
10.3 Subject to clause 11.2, we will under no circumstances be liable to you for:
(a) any loss of profits, sales, business, or revenue;
(b) loss of business opportunity;
(c) loss of anticipated savings;
(d) loss of goodwill; or
(e) any indirect or consequential loss.
10.4 Subject to clause 11.2, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the price of the Goods you have paid.
10.5 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. 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 Goods are suitable for your purposes.
11.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(d) your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
11.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
12. Events outside our control
12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
12.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the 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 Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
12.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.
13. Communication between us
13.1 When we refer to “in writing” in these Terms, this includes email.
13.2 Any notice or other communication given 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 working day delivery service, or email.
13.3 A notice or other communication 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 working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working 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 clause shall not apply to the service of any proceedings or other documents in any legal action.
14.1 Assignment and transfer.
(a) We may assign or transfer our rights and obligations under the Contract to another entity.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
14.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
14.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
14.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
14.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
14.6 Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.