Privacy Policy

Privacy Notice

Pioneer Foods UK Ltd is committed to protecting and respecting your privacy and the security of your personal information.

This policy (together with our terms of use www.fruit-bowl.com/privacy-policy and any other documents referred to on it) sets out the basis on which any personal data we collect from you, or that you provide to us, will be used by us. Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it. By visiting www.fruit-bowl.com or entering into the contractual arrangement for the supply of our products and/or services you are accepting and consenting to the practices described in this policy.

For the purpose of the General Data Protection Regulation, the data controller is Pioneer Foods UK Ltd. of 40 Bradfield Road, Finedon Industrial Estate, Wellingborough, NN8 4HB.

INFORMATION WE COLLECT FROM YOU

We will collect and process the following data about you:

Information you give us. This is information about you that you give us by filling in forms on our site www.fruit-bowl.com or by corresponding with us by phone, e-mail or otherwise. It includes information you provide when you register to use our site, make an online enquiry, subscribe to our newsletter, search for a product, place an order on our site, participate in discussion boards or other social media functions on our site, enter a competition, promotion or survey and when you report a problem with our site. The information you give us may include your name, address, e-mail address and phone number, gender, financial and credit card information.
Information we collect about you from our site. With regard to each of your visits to our site we will automatically collect the following information:
technical information, including the Internet protocol (IP) address used to connect your computer to the Internet, your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform;
information about your visit, including the full Uniform Resource Locators (URL), clickstream to, through and from our site (including date and time), products you viewed or searched for, page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), methods used to browse away from the page and any phone number used to call our customer service number.
Information we receive from other sources. This is information we receive about you if you use any of the other websites we operate or the other services we provide. In this case we will have informed you when we collected that data if we intend to share those data internally and combine it with data collected on this site. We will also have told you for what purpose we will share and combine your data. We are working closely with third parties (including, for example, business partners, sub-contractors in technical, payment and delivery services, advertising networks, analytics providers, search information providers, credit reference agencies). We will notify you when we receive information about you from them and the purposes for which we intend to use that information.

OUR USE OF COOKIES

Our website uses cookies to distinguish you from other users of our website. This helps us to provide you with a good experience when you browse our website and also allows us to improve our site. By continuing to browse the site, you are agreeing to our use of cookies.

A cookie is a small file of letters and numbers that we store on your browser or the hard drive of your computer if you agree. Cookies contain information that is transferred to your computer’s hard drive.

We use the following cookies:

Strictly necessary cookies. These are cookies that are required for the operation of our website. They include, for example, cookies that enable you to log into secure areas of our website, use a shopping cart or make use of e-billing services.
Analytical/performance cookies. They allow us to recognise and count the number of visitors and to see how visitors move around our website when they are using it. This helps us to improve the way our website works, for example, by ensuring that users are finding what they are looking for easily.
Functionality cookies. These are used to recognise you when you return to our website. This enables us to personalise our content for you, greet you by name and remember your preferences (for example, your choice of language or region).
Targeting cookies. These cookies record your visit to our website, the pages you have visited and the links you have followed. We will use this information to make our website and the advertising displayed on it more relevant to your interests. We may also share this information with third parties for this purpose.

Please note that third parties (including, for example, advertising networks and providers of external services like web traffic analysis services) may also use cookies, over which we have no control. These cookies are likely to be analytical/performance cookies or targeting cookies.

You block cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or parts of our site.

HOW WE MAKE USE OF THE INFORMATION

We will only use your personal information when the law allows us to. Most commonly, we will use your personal information in the following circumstances:

Where we need to perform the contract we have entered into with you.
Where we need to comply with a legal obligation.
Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.

We may also use your personal information in the following situations, which are likely to be rare:

Where we need to protect your interests (or someone else’s interests).
Where it is needed in the public interest or for official purposes.

We need all the categories of information in the list above primarily to allow us to perform our contract with you and to enable us to comply with legal obligations. In some cases we may use your personal information to pursue legitimate interests of our own or those of third parties, provided your interests and fundamental rights do not override those interests. The situations in which we will process your personal information are listed below:

Information you give to us. We will use this information:
to carry out our obligations arising from the contract entered into between you and us and to provide you with the information, products and services that you request from us;
to provide you with information about other goods and services we offer that are similar to those that you have already purchased or enquired about;
to provide you, or permit selected third parties to provide you, with information about goods or services we feel may interest you;
- If you are an existing customer, we will only contact you by electronic means (e-mail or SMS) with information about goods and services similar to those which were the subject of a previous sale or negotiations of a sale to you.
- If you are a prospective customer, or where we permit selected third parties to use your data for marketing purposes, we (or they) will contact you by electronic means only if you have explicitly consented to this. If you are happy for us to use your data in this way or to pass your details on to third parties for marketing purposes, please tick the relevant two boxes situated on the form on which we collect your data.
to notify you about changes to our service;
to ensure that content from our site is presented in the most effective manner for you and for your computer.
Information we collect about you. We will use this information:
to administer our site and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes;
to improve our site to ensure that content is presented in the most effective manner for you and for your computer;
to allow you to participate in interactive features of our service, when you choose to do so;
as part of our efforts to keep our site safe and secure;
to measure or understand the effectiveness of advertising we serve to you and others, and to deliver relevant advertising to you;
to make suggestions and recommendations to you and other users of our site about goods or services that may interest you or them.
Information we receive from other sources. We will combine this information with information you give to us and information we collect about you. We will use this information and the combined information for the purposes set out above (depending on the types of information we receive).

Some of the above grounds for processing will overlap and there may be several grounds which justify our use of your personal information.

If you fail to provide personal information

If you fail to provide certain information when requested, we may not be able to perform the contract we have entered into with you, or we may be prevented from complying with our legal obligations.

Change of purpose

We will only use your personal information for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If we need to use your personal information for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.

Please note that we may process your personal information without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.

SHARING YOUR INFORMATION WITH THIRD PARTIES

We may have to share your data with third parties, including third-party service providers and other entities in the group. We require third parties to respect the security of your data and to treat it in accordance with the law.

You acknowledge and agree that we have the right to share your personal information with:

Any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 1159 of the UK Companies Act 2006.
Selected third parties including:
business partners, suppliers and sub-contractors, but only for the performance of any contract we enter into with you;
advertisers and advertising networks that require the data to select and serve relevant adverts to you and others. Note: We do not disclose information about identifiable individuals to our advertisers, but we will provide them with aggregate information about our users. We may also use such aggregate information to help advertisers reach the kind of audience they want to target. We may make use of the personal data we have collected from you to enable us to comply with our advertisers’ wishes by displaying their advertisement to that target audience;
analytics and search engine providers that assist us in the improvement and optimisation of our site;
credit reference agencies for the purpose of assessing your credit score where this is a condition of us entering into a contract with you.

The following third-party service providers process personal information about you for the following purposes:
PayPal (processing payments), Douglass Digital (cookies and website competition entry management), Nudge PR (competition winner management).

All our third-party service providers and other entities in the group are required to take appropriate security measures to protect your personal information in line with our policies. We do not allow our third-party service providers to use your personal data for their own purposes. We only permit them to process your personal data for specified purposes and in accordance with our instructions.

We will also disclose your personal information to third parties:

in the event that we sell or buy any business or assets, in which case we will disclose your personal data to the prospective seller or buyer of such business or assets;
if Pioneer Foods UK Ltd or substantially all of its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets; or
if we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply our terms and conditions of sale www.fruit-bowl.com/privacy-policy and other agreements; or to protect the rights, property, or safety of Pioneer Foods UK Ltd, our customers, or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.

WHERE WE STORE YOUR PERSONAL DATA

All information you provide to us is stored on our secure servers. Any payment transactions will be encrypted using SSL technology. Where we have given you (or where you have chosen) a password which enables you to access certain parts of our site, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.

TRANSFERRING INFORMATION OUTSIDE THE EEA

We will not transfer the personal information we collect about you outside the EEA.

DATA SECURITY

We have put in place appropriate security measures to prevent your personal information from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal information to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal information on our instructions and they are subject to a duty of confidentiality.

We have put in place procedures to deal with any suspected data security breach and will notify you and any applicable regulator of a suspected breach where we are legally required to do so.

HOW LONG WE RETAIN YOUR PERSONAL DATA

We will only retain your personal information for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements. In order to comply with law and to ensure we have the necessary information required in order to resolve future issues that might arise, we retain all personal data for a period of 6 years from collection. To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements.

In some circumstances we may anonymise your personal information so that it can no longer be associated with you, in which case we may use such information without further notice to you.

YOUR RIGHTS OF ACCESS, CORRECTION, ERASURE AND RESTRICTION

Your duty to inform us of changes

It is important that the personal information we hold about you is accurate and current. Please keep us informed if your personal information changes at any point in the future.

Your rights in connection with personal information

Under certain circumstances, by law you have the right to:

Request access to your personal information (commonly known as a “data subject access request“). This enables you to receive a copy of the personal information we hold about you and to check that we are lawfully processing it.
Request correction of the personal information that we hold about you. This enables you to have any incomplete or inaccurate information we hold about you corrected.
Request erasure of your personal information. This enables you to ask us to delete or remove personal information where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal information where you have exercised your right to object to processing (see below).
Object to processing of your personal information where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground. You also have the right to object where we are processing your personal information for direct marketing purposes.
Request the restriction of processing of your personal information. This enables you to ask us to suspend the processing of personal information about you, for example if you want us to establish its accuracy or the reason for processing it.
Request the transfer of your personal information to another party.

If you want to review, verify, correct or request erasure of your personal information, object to the processing of your personal data, or request that we transfer a copy of your personal information to another party, please contact Peter Bailey in writing.

No fee usually required

You will not have to pay a fee to access your personal information (or to exercise any of the other rights). However, we may charge a reasonable fee if your request for access is clearly unfounded or excessive. Alternatively, we may refuse to comply with the request in such circumstances.

What we may need from you

We may need to request specific information from you to help us confirm your identity and ensure your right to access the information (or to exercise any of your other rights). This is another appropriate security measure to ensure that personal information is not disclosed to any person who has no right to receive it.

Right to withdraw consent

In the limited circumstances where you may have provided your consent to the collection, processing and transfer of your personal information for a specific purpose, you have the right to withdraw your consent for that specific processing at any time. To withdraw your consent, please contact Peter Bailey. Once we have received notification that you have withdrawn your consent, we will no longer process your information for the purpose or purposes you originally agreed to, unless we have another legitimate basis for doing so in law.

Our site may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.

AUTOMATED DECISION-MAKING

Automated decision-making takes place when an electronic system uses personal information to make a decision without human intervention. We are allowed to use automated decision-making in the following circumstances:

where we have notified you of the decision and given you 21 days to request a reconsideration;
where it is necessary to perform the contract with you and appropriate measures are in place to safeguard your rights;
in limited circumstances, with your explicit written consent and where appropriate measures are in place to safeguard your rights.

You will not be subject to decisions that will have a significant impact on you based solely on automated decision-making, unless we have a lawful basis for doing so and we have notified you. We do not envisage that any decisions will be taken about you using automated means, however we will notify you in writing if this position changes.

DATA PRIVACY MANAGER

We have appointed a data privacy manager to oversee compliance with this privacy notice. If you have any questions about this privacy notice or how we handle your personal information, please contact the data privacy manager. You have the right to make a complaint at any time to the Information Commissioner’s Office (ICO), the UK supervisory authority for data protection issues.

CHANGES TO OUR PRIVACY POLICY

Any changes we make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail. Please check back frequently to see any updates or changes to our privacy policy.

CONTACT

Questions, comments and requests regarding this privacy policy are welcomed and should be addressed to our data privacy manager at dpo@pioneer-foods-uk.com

General Terms and Conditions of Sale, Delivery and Payment of Pioneer Foods (UK) Limited (company number 4080435)

Definitions
1. “We”, “Us”, “Our” means the business mentioned in the heading of these terms and conditions or its relevant subsidiary undertaking which is supplying the goods to the Customer.
2. “Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
3. “Customer” means any opposite party entering into a Contract with Us or asking Us for a tender or to which We send a tender.
The Contract

These terms and conditions (Terms) apply to and govern all of Our offers, any orders by a Customer and supply of goods by Us and apply to all contracts made with Us (“the Contract”). No other terms are implied by trade, custom, practice or course of dealing.

Exclusion Of Other Terms
1. These Terms apply to the Contract to the exclusion of any express or implied terms and / or conditions (including any terms or conditions in any purchase order, confirmation of order or similar document of the Customer).
2. The Contract is the entire agreement between Us and the Customer and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
3. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
Variations To These Terms
1. Deviations from these terms and conditions will only be valid in so far as they have been explicitly accepted in writing by Us and signed by a registered company Director of Our business. We will not otherwise be bound by any terms and conditions of the Customer and no other action on Our part (whether delivery of the goods or otherwise) shall be construed as an acceptance of any other terms and conditions.
2. These Terms shall always prevail unless specifically agreed otherwise in writing by Us.
3. If any variations to these terms and conditions are agreed to by Us in writing then such variations will prevail only for that single transaction unless We expressly agree in writing that the change should apply to all transactions with the Customer.
Quotations/ Tender
1. Any quotation or tender for any goods given to the Customer:
  1. is given subject to these Terms and is the basis on which the Customer’s purchase order can be placed in accordance with clause 6 below; and
  2. is valid for a period of 30 calendar days only from its date of issue provided that We have not previously withdrawn it.
2. A quotation for goods shall not constitute an offer.
3. In the event of a composite quote, We shall not be under any obligation to deliver part of the goods included at a corresponding part of the price quoted for the whole.
4. Quotations / tenders shall relate exclusively to the minimum quantities given in the tender/ quotation.
Customer Orders
1. Each order for the goods by the Customer shall be an offer by the Customer to purchase goods on these Terms.
2. The Customer accepts these Terms by the mere fact of placing an order.
Conclusion Of The Contract And Confirmation
1. An order shall only be deemed to be accepted and the Contract shall only be concluded and bind Us following Our confirmation of the order in writing to the Customer, or when We have proceeded to deliver according to the order placed (whichever is the earlier).
2. The Customer may cancel an order by written notice to Us at any time prior to the order being accepted (or deemed accepted) in accordance with clause 7.1.
3. If We are unable to supply you with the goods for any reason, we will inform you of this and we will not continue to 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.
Price
1. Unless otherwise expressly agreed in writing by Us, the price of the goods shall be those prices stated on Our published price list at the date of order or where a tender or quotation is the basis of the Contract, the prices stated in Our tender or quotation and shall:
  1. be in Pounds Sterling currency;
  2. be given on the basis of the minimum quantities operated by Us;
  3. be ex works;
  4. be exclusive of:
    1. VAT;
    2. import and export duties, as well as of any government levy;
    3. packaging, transport, storage and transhipment costs;

all of which shall be added to or charged on invoices at the appropriate rates if incurred by Us, subject to prior written notice to the Customer.

1. We shall be entitled to cancel any Contract with the Customer without liability in the event that We are unable due to supplier shortages to source any ingredient or other raw material at all or at a price that makes the Contract unfeasible for Us. If The Customer has already paid for the goods, we will refund to the Customer the full amount including any delivery costs charged as soon as possible.
2. Packaging such as crates, pallets and the like insofar as not intended for one-way use, shall be charged by Us as packaging, unless We are given identical, undamaged crates, pallets and the like in return upon delivery.
Payment
1. Payment of Our invoices must be made in full and in cleared funds within 28 days following receipt of goods, unless We specify a different period in writing.
2. All payments to Us must be made in full without deduction, withholding or settlement or by way of set off or counterclaim, in cash at Our offices or into a bank or giro account to be communicated by Us, in the currency stated in the invoice. We shall reserve the right to require cash on delivery or advance payment of the purchase price or of the cost of the work to be done.
3. Payments made by the Customer shall first serve to settle all interests and costs due and subsequently to settle the outstanding invoices payable on demand. We may appropriate any payment made by the Customer to Us to such of the invoices for the goods as We think fit despite any purported appropriation by the Customer.
4. Invoicing and crediting shall be effected on the basis of the date of delivery.
5. Returned empty packaging (trays, crates or pallets) shall be credited against the invoices raised by Us to which they relate.
6. All payments payable to Us under a Contract shall become due immediately upon termination of the Contract despite any other provision.
7. Where any sum owed by the Customer to Us under a Contract is overdue We may withhold any deliveries of goods due to be made under the Contract until arrangements as to payment or credit have been established which are satisfactory to Us.
8. If the Customer fails to make any payment under a Contract on the due date, then (without prejudice to Our other rights and remedies) We may charge the Customer interest (both before and after judgement) on the amount unpaid at the annual rate of 5% above Our primary business Bank base rate from time to time until payment is made in full.
Delivery
1. Unless We expressly agree with you in writing, We will use reasonable endeavours to deliver to delivery times specified by Us but these are business estimates only and shall never serve as firm dates. Time of delivery is not of the essence. We will not be liable for any delay in delivery of the goods that is caused by an event or circumstance beyond Our control or the Customer’s failure to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the goods.
2. Unless otherwise agreed, the Customer shall collect the goods from Our premises stated in the Contract (the Delivery Location). Delivery is completed on the completion of loading of the goods at the Delivery Location.
3. If We fail to deliver the goods in accordance with these Terms, Our liability shall be limited to the direct costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the goods, following receipt by Us of proof of such costs and expenses incurred by the Customer. We shall have no liability for any failure to deliver the goods to the extent such failure is caused by an event or circumstance beyond Our control or the Customer’s failure to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the goods.
4. The Customer shall be responsible for ensuring that any required or necessary customs documents/inspection reports shall be returned to the authorities responsible in due time; in the event the Customer fails to do so, the corresponding additional costs shall be borne by the Customer.
5. If the Customer fails to take delivery of the goods within three Business Days of Us notifying the Customer that the goods are ready, then, except where such failure or delay is caused by an event beyond the Customer’s control or Our failure to comply with Our obligations under the Contract:
  1. delivery of the goods shall be deemed to have been completed at 9.00am on the third Business Day after the date on which We notified the Customer that the goods were ready; and
  2. We shall store the goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
6. If ten Business Days after the day on which We notified the Customer that the goods were ready for delivery and the Customer has not taken delivery of them, We may resell or otherwise dispose of part or all of the goods.
7. In respect of bespoke and/or low volume products (as defined by Us from time to time) We may deliver to the Customer goods up to 10% more or 10% less than the quantity ordered without any adjustment to the unit price of the goods and when calculating the sums due the actual quantity delivered shall be deemed to be the quantity ordered. In such event, the Customer may not reject such goods.
8. As of the moment of delivery, the goods shall be at the Customer’s expense and risk, unless explicitly agreed upon otherwise.
9. The Customer shall 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.
Instalments

We may deliver the goods by separate instalments, which may be invoiced and paid for separately. If a delivery is effected in instalments, then each delivery shall be considered as a separate transaction. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

Transport
1. We shall, at the Customer’s request, arrange for suitable transport to the premises specified by the Customer in the order for goods and arrange insurance therefore, in which case the costs of transfer (and risk during) and insurance (and the costs and responsibility for off loading) shall be borne by the Customer. If the delivery to the premises specified by the Customer cannot be made due to an event outside of Our control or the Customer’s failure to provide Us with adequate delivery instructions, or if the goods must be delivered elsewhere due to this fact, the additional costs incurred in relation therewith shall be borne by the Customer.
2. If the Customer requires special transport, e.g. temperature-controlled transport, and if this does not automatically follow from the nature and the scope of the Contract concluded with Us, the Customer must notify us explicitly of its request. The corresponding additional costs shall be borne by the Customer.
3. If the Customer refuses or fails to accept delivery of the goods or if the Customer refuses to provide any instructions, documents, licences or authorisations required to enable the goods to be delivered by the specified delivery date then the Customer shall forthwith reimburse to Us Our costs of delivering the goods both to the premises specified by the Customer in the order for goods and the cost of transporting the goods back to Our premises or other location (if any) and Our reasonable storage costs. If ten Business Days after the specified delivery date the Customer has not taken delivery of the goods we may resell or otherwise dispose of part or all of the goods.
Risk and Ownership
1. The risk in the goods shall pass to the Customer once the goods have been collected by the Customer or any carrier acting on the Customer’s behalf or on Our behalf under clause 12.
  1. Title to the goods shall not pass to the Customer and shall remain Our property until the full price of the goods and all other sums which are due to Us from the Customer under the terms of any other contract between the Customer and Us is paid.
2. Until such time as title passes to the Customer:
  1. the goods shall be stored by the Customer in such a manner that they are clearly identifiable as Our goods and shall be kept separate from any other goods whether or not supplied by Us; and
  2. the goods shall only be sold on by the Customer in its ordinary course of business and where the goods are sold on, the goods shall be deemed sold by the Customer in the order in which they were invoiced by Us and title to the goods shall pass from Us to the Customer immediately before the time at which resale by the Customer occurs.
Specification
1. All drawings, descriptive matter, ingredients, specifications, samples and advertising issued by Us and any descriptions or illustrations contained in Our catalogues, brochures or Our website are issued or published for the sole purpose of giving an approximate idea of the goods described in them. They will not form part of any Contract nor have any contractual force.
2. We may make any changes to the ingredients, specification, design, materials, packaging or finishes of the goods which are required to conform with any applicable legislation or other regulatory requirements.
3. No variation in the ingredients, specification or design of any goods which, in Our reasonable opinion, does not adversely affect the suitability of the goods for the particular purpose for which they are supplied by Us will constitute a breach of contract or impose any liability upon Us.
Branded Goods
1. If the Customer requires special packaging or own branding to be used in relation to the goods and/or their packaging, the Customer:
  1. grants to Us a royalty free, non-exclusive, non-transferable and non-assignable licence for Us to apply the trade marks, logos, devices or other copy and creative works (“the Marks”) to the goods and/or their packaging in accordance with the Customer’s instructions;
  2. shall indemnify and hold Us harmless against all damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the use of the Marks by Us pursuant to the Customer’s instructions infringes any intellectual property right of the said third party;
  3. shall provide to Us its reasonable forecast of requirements for the goods on a rolling two monthly basis; and
  4. shall purchase from Us at cost (plus taxes) any surplus packaging which We have acquired for the supply of the goods to the Customer based on the Customer’s forecast and which We determine that we are unable to use within Our business if at any time the Customer’s orders for goods:
    1. falls below 85% of the order quantity forecast for that period; or
    2. (in the event that no forecast is given) falls below 85% of Our estimate of the order quantity for that period; or
    3. is zero in any consecutive period of 2 months; or
2. the Contract with the Customer is terminated by Us under clause 29.
Quality
1. Where We do not manufacture the goods We will endeavour to transfer to the Customer the benefit of any warranty or guarantee given to Us.
2. Subject to the restrictions to Our warranty on the goods set out in these Terms, We warrant the proper quality of the goods delivered by Us for the Shelf Life of the goods, provided that all Our instructions concerning the use and storage of these goods have been strictly followed. We do not warrant that the goods comply with the laws, regulations or standards outside the UK.
3. Where these terms and conditions are governed by English Law, “proper quality” for the purposes of clause 16.2 shall mean “satisfactory quality” within the meaning of the Sale of Goods Act 1994 (as amended from time to time).
4. “Shelf life” for the purposes of clause 16.2 shall mean either Our standard shelf life for the goods as per Our inventory of shelf life or in the case of goods with a limited life span or with a sell by date or best before date that period or date (as appropriate).
5. Unless expressly specified otherwise in these Terms, 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.
Fitness For Purpose – Customer Responsibility

We shall not be liable if goods turn out not to be suited to the purpose for which the Customer has bought them from Us. Therefore, the Customer itself must establish in advance the suitability to the intended purpose of goods it wishes to buy from Us.

Customer Quality Control
1. The Customer must check the goods (or have them inspected) upon delivery – or as soon as possible but within the timescales for complaints set out at clause 19.
2. During this check, the Customer must verify in particular whether the goods delivered comply with the Contract i.e.:
  1. whether the right goods have been delivered; and
  2. whether the quantity and apparent quality of the goods delivered comply with the specifications agreed upon.
3. The Customer must not use the goods in its business, process or otherwise supply these on to a third party unless the Customer has taken all steps reasonably necessary to be satisfied that the goods are in accordance with the Contract. The Customer must have proper quality control measures in place to stop any defective goods supplied by Us being used in or incorporated into other goods or being sold on to a third party.
4. Our warranty on the goods at clause 16.2 shall become void and We shall not be liable to the Customer for the proper quality of the goods:
  1. as of the moment that the Customer has used the goods, has mixed or otherwise processed the goods, or has delivered the goods on to third parties, unless the Customer can show that it was not able in all reasonableness to identify the defect at an earlier stage;
  2. if the defect arises because the Customer failed to follow Our oral or written instructions concerning the use and storage of the goods;
  3. if the defect arises as a result of Us following any specification supplied by the Customer;
  4. the Customer alters such goods without Our written consent;
  5. if the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions of the Customer; or
  6. if the goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
Complaints
1. Complaints regarding the:
  1. nature or quantity of the goods delivered (that would be apparent upon a reasonable inspection) must be communicated to Us in writing within two Business Days following delivery;
  2. quality of goods delivered (where the defect would be apparent upon a reasonable inspection) must be communicated to Us in writing within three Business Days following delivery;
  3. goods where the defect would not be apparent upon a reasonable inspection must be communicated in writing to Us by the end of the Business Day following the date that the Customer knew or ought reasonably to have known of the defect (having regard to the Customer’s obligations in relation to the goods at clause 18).
2. Any communications made to Us in connection with clause 19.1 must describe the nature of the complaint in detail and identify the actual goods / batches the subject of the complaint.
3. The mere fact that We investigate a complaint shall not automatically imply that We acknowledge any liability in respect of such complaint.
4. If the complaint concerns a part of the goods delivered, this shall not constitute a reason to reject the entire batch, unless the batch delivered cannot be deemed in all fairness fit for use.
5. In the event that the Customer wishes to reject the goods on the grounds above, the Customer must give Us the opportunity to make a repeat inspection of the goods at the location where the goods were delivered following collection from Us and they must still be in an untouched state. If We have not made such repeat inspection within 48 hours following the Customer’s notification the Customer shall be entitled to store the goods elsewhere.
6. If the Customer’s complaint is justified (and made in accordance with clauses 19.1 to 19.5 inclusive), We shall have the choice to either replace the rejected and / or defective goods (including shortfall in delivery) at Our expense or to credit the Customer for an amount equal to the price paid or owed by the Customer for the rejected and / or defective goods at the pro-rata Contract rate.
7. The Customer shall return the rejected goods to Us or destroy them (or have them destroyed) following Our prior consent in writing on conditions to be determined by Us. The costs involved shall (subject to Our prior written approval which We shall not unreasonably withhold) be borne by Us. If a return has been agreed with Us, then the quantity of goods to be returned to Us must be communicated to Us by the Customer in advance in writing.
8. The Customer shall notify Us in writing if they dispute any part of Our invoice within 10 Business Days after the date of such invoice. If an invoice is not disputed or queried by the Customer within 10 Business Days after the date of such invoice, the Customer shall be deemed to have accepted the invoice as a correct reflection of the corresponding transaction with Us.
9. If a notice has not been received by Us following expiry of the periods mentioned in clauses 19.1 and 19.8, the Customer shall be deemed to have approved the goods delivered and/or to have approved the invoice respectively and the Customer shall be precluded from bringing any further claim or taking any action in connection with any defect covered by clauses 19.1 and 19.8 respectively.
10. Any complaint submitted by the Customer in accordance with these Terms shall not entitle the Customer to suspend payment.
11. These Terms apply to any repaired or replacement goods supplied by Us.
Liability Which We Do Not Exclude
1. Nothing in these Terms shall limit or exclude Our liability to the Customer for:
  1. death or personal injury caused by Our negligence;
  2. fraud or fraudulent misrepresentation;
  3. Our liability under any product liability legislation to the extent that it is not lawful for Us to exclude or restrict such liability; or
  4. any matter in respect of which it would be unlawful for Us to exclude or restrict liability.
2. The following clauses 21 to 23 (inclusive) are all subject to clause 20.1.
Our Liability Under The Warranty
1. If We are liable to the Customer pursuant to Our warranty given at clause 16.2 this liability shall (in accordance with clause 19.6) be limited at Our option either to the replacement of the specific goods (or batch) of inferior quality or to the refunding of the amount invoiced for these specific goods of inferior quality at the pro-rata Contract rate.
2. If We comply with clause 21.1 We shall have no further liability for a breach of the warranty in clause 16.2 in respect of the quality of such goods.
Our Liability For The Nature Or Quantity Of Goods Delivered
1. If We comply with clause 19.6 We shall have no further liability to the Customer in relation to the nature or quantity of the goods delivered.
Exclusions Of Direct, Indirect, Special And Consequential Losses
1. We shall not be liable to the Customer by reason of any representation or any implied warranty, condition or other term or any duty at law or under the express terms of these Terms for any loss of profit, loss of business, depletion of goodwill or pure economic loss irrespective of whether these are direct, indirect or consequential or any other indirect consequential or special compensation whatsoever (whether or not caused by Our negligence, or the negligence of Our employees, agents or sub-contractors) which arise out of or in connection with these Terms.
2. Without prejudice to clauses 19.6, 20, 21, 22, and 23.1, We shall not be liable for any direct, indirect, special or consequential costs, losses, expenses, claims or damages in so far as they are not covered by Our insurance.
3. Subject to clauses 19.6, 20, 21, 22, 23.1 and 23.2, Our total aggregate liability to the Customer for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed [£1,000,000 (one million pounds)] OR [the price of the goods under the Contract].
4. All warranties, conditions and other terms implied by statute or common law or any commercial code or other code which it is lawful for Us to exclude are excluded from the Contract.
5. We have taken out insurance policies with Our insurers concerning legal liability and product liability. In these policies We have covered the risks which might normally result from Contracts concluded with Us. This knowledge shall not relieve Our customers from the obligation to take out an adequate insurance policy themselves in the same way, particularly with respect to damage being or possibly being the result of goods delivered or services rendered by Us.
6. The provisions of these Terms set out Our entire liability to the Customer (including liability for the acts of Our employees, agents and sub-contractors) in respect of any breach of these Terms, and any representation, statement or tortious act or omission arising under or in connection with the Contract.
Third Party Claims

The Customer shall indemnify Us against all liability, actions, proceedings, costs, claims, damages or demands in any way connected with any Contract brought or threatened to be brought against Us by any third party except to the extent that We are liable to the Customer in accordance with these Terms.

Recipes
1. The Customer acknowledges that We are the owner of all knowledge, experience, data, technical or commercial information, inventions and all other intellectual property rights which might reasonably be of commercial interest to Us or to the Customer in the design, manufacture or supply of the goods. This includes (without limitation) descriptions of manufacturing processes, recipes, formulae or drawings relating to the design, development, manufacture, assembly, repair, testing and use of the goods.
2. If We develop any recipe or formula for or use any recipe exclusively with the Customer unless otherwise expressly agreed in writing by Us and signed by one of Our officers, all intellectual property rights in such recipe or formulae shall hereby vest in Us as from the time of its conception.
3. The Customer (including its officers and employees) shall keep confidential and shall not at any time disclose to any person (except as permitted by clause 25.4) any business sensitive or confidential information that the Customer may acquire from Us in connection with any Contract or potential contract in relation to Our business and Our goods including any information described in clauses 25.1 and 25.2 above which is not otherwise in the public domain.
4. The Customer may disclose the confidential information referred to in this clause:
  1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. The Customer shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 25; and
  2. as may be required by law, a court of competent jurisdiction or any government or regulatory authority.
Force Majeure
1. We shall have the right to cancel, delay or reduce the volume of the goods delivered if We are prevented from or hindered on delivery of the goods through any circumstances beyond Our control including (but not limited to) industrial action (including by Our own staff), war, fire, or prohibition or legal enactment of any kind, without incurring any liability for any resulting loss or damage.
2. Without prejudice to clause 26.1, the Customer may cancel the Contract affected by any circumstances beyond Our control which has continued for more than 30 days, by written notice to Us. If the Customer cancels the order, the Customer shall return (at Our cost) any relevant goods the Customer has already received and We will refund the price you have paid in respect of that order or part of the order that has been cancelled, including any delivery charges.
Transportation conditions

Non-cooled goods can be stored, transported and sold without cooling.

Goods With A Limited Life Span
1. In the case of goods with a limited life span, the conservation instructions must be strictly observed; in the absence of said strict observance no liability is accepted nor is any guarantee given by Us.
2. If Our goods are provided with a sell-by date or a best-before date, We shall not accept any liability for these goods if these goods are consumed or used after the sell-by date or the best-before date. The Customer shall ensure that the goods bearing a sell-by date are not offered for sale following the expiry of that date.
3. The Customer shall indemnify Us and hold Us harmless with respect to any and all claims from third parties by virtue of costs, losses, expenses or other damage resulting from the consumption or use of Our goods if these have been incorrectly stored and / or transported by the Customer or sold to third parties by the Customer after the expiry of the best-before date.
4. We draw the Customer’s attention to the fact that, with respect to goods with limited life span or special storage requirements, it is necessary for the Customer himself too, to take out a legal liability or a good liability insurance policy.
5. The Customer shall implement responsible and proper stock rotation practices in respect of the goods with the aim for goods to be used and/or sold on a shortest remaining shelf life basis.
Termination
1. Without limiting Our other rights and remedies, We may terminate Our Contract with the Customer immediately upon notice in writing to the Customer if:
  1. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of that part being notified in writing to do so;
  2. the Customer fails to pay any amount due under the Contract on the due date for payment;
  3. the Customer takes any step or action in connection with its administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), 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, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction);
  4. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
  5. the Customer’s financial position deteriorates to such an extent that in Our opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
  6. in the event the Customer is an individual, the Customer dies.
2. The termination of the Contract howsoever arising is without prejudice to the rights, duties and liabilities of either the Customer or Us accrued prior to termination. 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.
3. Without limiting Our other rights or remedies, We will be entitled to suspend any deliveries otherwise due to occur following service of a notice specifying a breach under clause 29.1 until either the breach is remedied or the Contract terminates, whichever occurs first.
4. On termination of the Contract for any reason the Customer shall immediately pay to Us all of Our outstanding unpaid invoices and interest.
Bonus

If We have agreed rebate or bonus provisions with a Customer based on the quantity of goods purchased, this rebate or bonus shall not be paid by Us until the Customer has paid all invoice amounts due.

Notices
1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 31.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
General
1. Translations: Translations of these Terms may be circulated in different languages. However, in the event of any inconsistencies, the English version shall prevail.
2. Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
3. Assignment. We may assign, transfer, mortgage, charge, license or sub-contract or deal in any other manner with all or any part of Our rights or obligations under a Contract without the Customer’s consent and We will notify the Customer as soon as reasonably practicable of such event. The Customer may not assign, transfer, mortgage, charge, license, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without Our prior written consent.
4. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
5. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
6. Governing law and jurisdiction. 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. 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 this Contract or its subject matter or formation.