JV Foods Ltd – Terms & Conditions

1. Contract

These Terms form the basis of our contract and over-ride any other terms, whether implied or written. They are effective when we accept the first order you place with us. You may place an order for Goods over the telephone, by email or via our website but no order shall be treated as having been accepted by us unless and until we issue a written order confirmation (“Confirmation”). You are responsible for ensuring the accuracy of your orders and for checking that the Confirmation is correct. The minimum order value for delivery is £100.00 unless otherwise agreed in writing. No order which we have accepted may be cancelled by you except with our written agreement.

2. Notification

We may update these Terms from time to time and the latest version will be posted on our website.

3. Delivery

We shall use reasonable endeavours to make a delivery on the day requested, but all delivery dates quoted are estimates only and we shall not be liable for any delay in delivery of the Goods. The Goods shall be delivered to the address specified on your account application or to any other address communicated to us when placing your order. We reserve the right to impose a reasonable re-delivery charge of £25 should a delivery fail as a result of the following:

3.1 no-one present to take a delivery between the hours agreed between you and us;

3.2 insufficient funds to make payment in line with any credit terms agreed with you at that time; or

3.3 failure or refusal to accept all or part of the delivery without due cause.

4. Food Safety

To comply with provisions in the Food Safety Act 1990 (as amended) regarding temperature controls and cold chain maintenance and our obligations under BRC, frozen and chilled foods can only be returned at the time of delivery.

5. Shortages and Damaged or Defective Goods

All shortages and damaged Goods must be recorded on the paperwork accompanying the delivery and signed for by the driver. All defective Goods must be notified to us immediately the defect is discovered and in any event within 24 hours of delivery. All damaged or defective Goods must be returned to us or made available to us for inspection. No claims in respect of shortages or damaged or defective Goods can otherwise be considered.

6. Product Specifications, Pricing and Compliance

We reserve the right to amend product specifications and prices at any time and without prior notice. Unless otherwise agreed between us in writing, all Goods shall be sold at our full list price from time to time. All prices are exclusive of delivery costs and VAT which you shall be additionally liable to pay to us.

7. Payment Terms and Credit Facilities

Where a credit facility has been granted, you must pay our invoice by the 10th day of the month following delivery, unless we have agreed special payment terms with you in writing. In all other cases payment must be made in accordance with the arrangement that is in force between us at the time at the time the order is placed. We reserve the right to withdraw or amend credit facilities, at any time and for any reason, without prior notice. We may, at our absolute discretion and as a gesture of goodwill, deliver Goods while a credit account has been placed on hold or otherwise without having received payment from you but this shall not be treated under any circumstances as a commitment by us to give you any further credit.

8. Unpaid Cheques, Late Payment & Collection Charges

Unpaid cheques will be charged at £30 per item. If you fail to make any payment on the due date we may cancel your order, suspend any further deliveries to you and charge you interest on the overdue payment at the rate of 6% per annum over the prevailing Bank of England base rate. Any costs we incur for the collection of outstanding debts will be added to the amount due. Payments by credit cards will be subject to a surcharge equal to that we are charged bu the relevant card issuer at that time.

9. Quality

We warrant that the Goods will, as at the delivery date and (subject to correct handling) until their expiry date:

9.1 conform with their product specifications, which are available on request;

9.2 be of satisfactory quality; and

9.3 comply with applicable UK labelling standards.

We shall be under no liability under the above warranty if:

(a) you use the Goods after giving notice in accordance with clause 5;

(b) you fail to store and handle the Goods in a manner appropriate to their nature;

(c) the defect arises as a result of wilful damage or negligence; or

(d) the total price for the Goods has not been paid by the due date for payment.

Subject as expressly provided in these Terms, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law. Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods is notified to us in accordance with clause 5, we shall be entitled to replace such Goods free of charge or, at our sole discretion, refund to you the price of the Goods, but we shall have no further liability to you.

10. Limitations of Liability

Except in respect of death or personal injury caused by our negligence, our entire liability under these Terms shall not exceed the price of the Goods. Notwithstanding anything else contained in these Terms we shall not be liable to you for loss of prots or contracts or for any indirect or consequential loses, whether arising from negligence, breach of contract or otherwise.

11. Risk and Title

Risk in the Goods passes to you once you have signed for them. Title to all Goods remains with us until we have received payment in full in cleared funds for the Goods plus VAT and no other sums are due from you to us. Until title to the Goods passes, you shall hold the Goods on our behalf, store them separately from all other goods in your possession and marked in such a way that they are clearly identified as our property and maintain them in satisfactory condition. If (before title to the Goods passes to you) you become subject to any of the events listed in clause 11 (or we reasonably believe that any such event is about to happen and notify you accordingly) then, provided the Goods have not been sold or used in the normal course of your business, we may at any time require you to deliver up the Goods and, if you fail to do so promptly, we may enter any premises where the Goods are stored in order to recover them.

12. Termination

If:

12.1 you commit any continuing or material breach of any of these Terms and, in the case of a breach which is capable of remedy, you fail to remedy it within seven (7) days after receiving written notice from us;

12.2 an encumbrancer takes possession or a receiver (or similar office holder) is appointed over any of your property or assets;

12.3 you make any voluntary (or similar) arrangement with your creditors or an administrator is appointed or you are subject to insolvency proceedings in any jurisdiction;

12.4 you go into liquidation; or

12.5 you cease, or threaten to cease, to carry on business, we shall be entitled to cancel the supply of Goods or suspend any further deliveries without liability to you and, if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

13. General

We shall not be responsible for any delays in performing, or for any failure to perform, any of our obligations under these Terms due to any cause beyond our reasonable control. If any provision of these Terms is declared by any judicial or any other competent authority to be void, voidable, illegal or otherwise unenforceable, it shall be limited or eliminated to the minimum extent necessary so these Terms shall otherwise remain in full force and effect and enforceable. These Terms contain the entire agreement between you and us you confirm that you have not relied on any verbal or written representations made by us or our employees or agents. Any notice or other information to be given under these Terms shall be treated as having been validly given if served personally on that party or if sent by first class pre-paid post or by email (supported by a valid server delivery receipt) to the last known address of that party. If sent by first class pre-paid post the notice shall be treated as having been received 2 days after the date of posting. If sent by email the notice shall be treated as having been received on the same day (if sent during normal working hours) or on the next working day (if sent outside normal working hours). We shall not be bound by any variation, waiver of, or addition to these Terms unless it is agreed in writing. No waiver by us of any breach of these Terms by you shall be considered as a waiver of any subsequent breach of the same or any other provisions. These Terms shall not be enforceable by a person who is not a party to them under the Contracts (Rights of Third Parties) Act 1999 or otherwise. These Terms shall be governed by English law and the English Courts shall have exclusive jurisdiction to decide any dispute concerning these Terms.

JV Foods Limited. Established 2001.

Unit 12a Exeter Way, Theale, Berkshire, RG7 4PF.

Registered in England No. 04306497.

VAT Number: 786541883

EORI Number: GB786541883000