DELIFRESH GENERAL CONDITIONS OF SALE
In these Conditions, the following definitions and rules apply:
Business Day: means a day Delifresh is open for business, being Monday-Saturday excluding ad hoc days where Delifresh is closed for business as notified in advance.
Conditions: the terms and conditions set out in this document.
Contract: the contract between Delifresh and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the company who purchases the Goods from Delifresh.
Delifresh: Delifresh Limited (registered in England and Wales with company number 04437211 and with registered office at Paul Kershaw House, Essex Street, Bradford, West Yorkshire, BD4 7PG) and their subsidiaries from time to time.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s order for the Goods which may be made online, verbally or by email.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); a reference to a party includes its personal representatives, successors or permitted assigns; a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; 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; and a reference to writing or written includes faxes and emails.
2. Our Agreement
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer shall ensure that the terms of the Order are complete and accurate.
2.3 The Order shall only be deemed to be accepted when Delifresh indicates acceptance of the Order or delivers the Goods (whichever takes place first), at which point the Contract shall come into existence.
2.4 Delifresh reserves the right to subcontract in fulfilment of the Order or any part thereof.
2.5 The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of Delifresh.
2.6 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Delifresh which is not set out in the Contract. Any samples, descriptive matter, or advertising issued by Delifresh and any descriptions or illustrations contained in Delifresh’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between Delifresh and the Customer for the sale of the Goods.
2.7 A person who is not a party to the Contract shall not have any rights under or in connection with it.
2.8 Paragraph headings in these Conditions of sale are for ease of reference only and shall have no legal effect whatsoever.
2.9 Once an Order has been placed, the Customer may not cancel the order. This does not affect a consumer’s statutory rights.
2.10 Orders for bespoke or specifically sourced products cannot be amended once placed.
3.1 When delivering the Goods, Delifresh shall provide the invoice and a delivery note stating the date of the Order, the product numbers, type and quantity of Goods in the delivery.
3.2 Delifresh shall endeavour to keep to any stated despatch, delivery, installation or competitions date but no liability is accepted for loss, damage or expense resulting from any delay in same whether such delay is caused by circumstances over which Delifresh has control or otherwise.
3.3 On leaving the premises of Delifresh, all risks whether insurable or otherwise relating to the Goods shall pass to the Customer irrespective of whether or not the cost of transportation of the Goods is payable by the Customer or whether or not the Goods are to be commissioned or installed by Delifresh, unless otherwise agreed in writing.
3.4 Each part delivery or instalment of the Goods shall be deemed to be sold under separate contract and no default by Delifresh in respect of any part delivery or instalment shall entitle the Customer to treat the contract as repudiated in regard to any balance or instalment remaining deliverable.
4. Prices and Specifications
Delifresh reserves the right to alter its prices as well as the specifications, types or quality of the Goods at any time. The Goods are sold subject to prices and conditions ruling at the time of invoice. The entering of an Order and its acknowledgement by Delifresh shall not be construed as acceptance at any particular price.
5. Terms of Payment
The terms of payment shall be cash (net) payable by the Customer to Delifresh’s nominated bank account on receipt of the invoice together with VAT where applicable at the appropriate rate, unless otherwise expressly agreed in writing, unless a standing order has been agreed separately. Delifresh reserves the right at any time in its absolute discretion to revoke or vary any credit extended to the Customer including the credit period referred to above. Upon contravention of the agreed terms, Delifresh shall be entitled, without prejudice to its other rights and remedies, upon notification to the Customer, to charge interest on overdue balances at the rate of 2% per month from the date on which payment was due until the date on which payment in full is received by Delifresh.
6. Reservation of Title
6.1 All Goods supplied by Delifresh to the Customer shall, notwithstanding delivery, remain the property of Delifresh until the entirety of the purchase price and all other sums due by the Customer to Delifresh have been paid in full without any reduction or determent on account of any dispute or counterclaim whatsoever and until such full payment the Customer shall hold the Goods and all products incorporating the same in trust for Delifresh, and shall keep them separate and identifiable. If any amount owing by the Customer to Delifresh is overdue, Delifresh may without prejudice to any of its other rights or remedies repossess and resell any or all of such Goods and may enter upon the Customer’s premises for that purpose.
6.2 The provision of this clause shall not entitle the Customer either to refuse or delay payment on the grounds that the property in the Goods supplied is by Delifresh as aforesaid or to require Delifresh to accept return of the Goods.
6.3 The Customer shall not be entitled to pledge or create any lien, charge or other encumbrance whatsoever over the Goods but, subject as aforesaid, may deal with the Goods in the ordinary course of trade unless and until Delifresh takes any steps to repossess some or any part thereof pursuant to the provisions of this clause.
6.4 Where the Customer sells the Goods or otherwise deals with them (whether or not in the ordinary course of trade) before the full price of the Goods has been paid to Delifresh, the Customer has a fiduciary duty to account to Delifresh for the proceeds and must retain such proceeds in a separate account in trust for Delifresh.
6.5 Delifresh may without prejudice to the foregoing and as part of the consideration for the sale of the Goods require the Customer to assign any claim which the Customer may have against any third party who may have purchased the Goods whether in respect of the proceeds of sale or otherwise.
6.6 In the event of the Customer having a receiver or liquidator appointed, the Customer’s right of resale shall automatically terminate.
6.7 Notwithstanding the provisions hereof all risks whether insurable or otherwise relating to Goods supplied by Delifresh to the Customer shall pass to the Customer in accordance with clause 3.3.
7. Set Off
Delifresh shall be entitled at any time whatsoever, without notice to the Customer, to set-off amounts due on any account whatsoever by the Company to the Customer against amounts due on any account whatsoever to the Company by the Customer. Customer may not set-off any amounts Customer believes is due to it against any amounts payable for the Goods.
Please read clauses 8 and 9 carefully as these set out where cancellations and returns are permitted.
8.1 The Customer or a person acting on its behalf shall inspect the Goods immediately upon delivery thereof.
8.2 If upon inspection the Goods are damaged or there is a material discrepancy between the Goods received and the Goods requested in the Order, the Customer or a person acting on its behalf must notify Delifresh immediately after the receipt of such Goods to the delivery location, providing evidence of the damage or discrepancy.
8.3 The Customer must also preserve whatever rights of action it may have against third parties in respect of such loss, defects or damage to the Goods.
8.4 Goods which are subject of a claim under this clause must be returned within24 hours of delivery provided that Goods are returned on a Business Day,
8.5 If the claim is in relation to damaged Goods and upon inspection by Delifresh (acting reasonably) the Goods are not damaged, Delifresh reserves the right to invoice the Customer for the full amount due for the Goods.
8.6 Other than under the provisions of this clause 8, Delifresh does not accept any cancellation or returns of the Goods and will not reimburse the Customer for the return of Goods which are not subject to a claim.
9.1 Subject as hereinafter provided, Delifresh warrants that all Goods supplied hereunder are at the date of despatch free from material defects, however that its sole liability to the Customer shall be limited to making good or, if necessary, replacing any Goods which shall, by consent with Delifresh, be returned to Delifresh or its duly authorised representative within 24 hours of delivery, provided that returns must take place on a Business Day. and provided it is clearly established that such goods were in fact defective at the time of despatch. Customer acknowledges and agrees that due to the nature of the Goods, Goods may vary from photos, descriptions or previous orders for the same or similar Goods.
9.2 No warranty whatever is given or shall be implied that the Goods are suitable in size, shape, quality, capacity or otherwise for the purpose for which the goods are bought and Delifresh shall not be liable for any damage arising by reason of unsuitability of the Goods for the particular purpose for which the same may have been used.
9.3 The Customer shall be responsible for any expenses of transportation, installation, labour and other costs which may be involved in relation to any claim hereunder save to such extent as Delifresh may agree in writing in any particular case.
9.4 The foregoing warranty does not extend to any Goods which have been accidentally damaged or which have been neglected or used in any way so as to affect adversely their reliability or quality or uses under normal conditions. This includes Customer’s failure to follow Delifresh’s instructions with respect to particular products (for example, the requirement to refrigerate immediately).
9.5 Delifresh gives no warranty whatever in respect of its Goods except the foregoing warranty which is given expressly in lieu of and, subject to the provision of clause 3 hereof, excludes all other conditions warranties or representations as to quality, fitness or suitability whether express, implied, collateral or statutory.
9.6 In the event of there being any dispute as to whether or not the Goods are defective at the time of despatch or as to the case of any defect Delifresh shall be entitled to apply or have applied such tests as may be necessary but Delifresh shall not be responsible for any loss occurring or for any damage to the Goods or to any other Goods, occasioned by or in the case of such tests.
9.7 Notwithstanding that sample of the Goods has been exhibited to and inspected by the Customer it is hereby agreed and declared that such sample was so exhibited and inspected solely to enable the Customer to judge for himself the quality of the bulk and not so as to constitute a sale by sample under this contract. The Customer shall take the Goods at his own risk as to their corresponding with the same sample and/or as to their quality, condition or fitness for any purpose.
9.8 Notwithstanding clause 8 above, where a claim arises under this warranty the Customer shall furnish within 24 hours thereof all details of the claim to Delifresh by prepaid registered post addressed to Delifresh’s Sales Manager at the address specified on the face of the invoice and every claim shall specify the date and place of purchase, the date on which the Goods were despatched, the circumstances in which the alleged defect(s) became apparent and such further details as maybe relevant to the claim or requested by Delifresh.
10. Limitation of Liability
10.1 If the Customer deals as a consumer as defined in Section 2 of the Consumer Rights Act 2015 the following provisions shall not apply and the Customer’s statutory rights with respect to all terms in this agreement will remain unaffected.
10.2 Delifresh shall have no liability for indirect or consequential loss, damage, injury or expense however arising.
10.3 Delifresh shall have no liability to the fullest extent permitted by applicable law for any damage or expense resulting from defective Goods supplied, as liability being strictly limited to its warranty obligations under clause 9. Delifresh’s liability in such cases is strictly limited to its warranty obligations hereunder.
10.4 Subject to clause 10.5, Delifresh’s total liability under or in connection with any claim under these Conditions (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall not exceed the price paid or payable by the Customer for the Goods in relation to which the claim arises.
10.5 Notwithstanding any other provisions in these Conditions, Delifresh’s liability shall not be limited in any way in respect of death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other losses which cannot be excluded or limited by applicable laws.
11. Force Majeure
Delifresh shall not be liable to the Customer for any loss, damage, injury or expense whatsoever arising or resulting from Acts of God, government orders, strikes, lockouts or other industrial action, inability to secure labour, materials or supplies at commercially justifiable rates, accidents, plant breakdowns, war, civil commotion or any other circumstances (whether of the foregoing class or not) beyond the control of Delifresh and every contract with the Customer is subject to cancellation, variation or suspension by Delifresh as may be necessary due to force majeure.
The Customer shall at all times keep Delifresh indemnified against any claims for loss, damage, expense, injury or death to third parties arising out of or connected with the subject matter of the contract herein contained with the Customer and the Goods or services supplied hereunder.
These Conditions of Sale and every Contract between Delifresh and the Customer shall be governed by English Law, and the parties agree to submit to the jurisdiction of the courts of England and Wales in relation to any matter arising hereunder in dispute (whether contractual or non-contractual).