Woods Foodservice Limited Terms of Sale

1. Interpretation

1.2 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.

1.3 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.

1.4 a reference to writing or written includes emails.

2. Placing An Order & It’s Acceptance

2.1 Opening an account: Orders may only be submitted to us once an account with us has been opened. This process involves submitting an account form which is signed by a director of your company and fully completed. This form is then credit checked by us followed by a confirmation of account setup.

2.2 Placing your Order: Each order, however communicated to us, is an offer by you to buy the Goods subject to these Terms. Orders must be received by us before the following times:

2.3 Order Deadlines:

• London and Greater London before 11pm the day before delivery.
• Outside of Greater London before 10pm the day before delivery.

Orders for same-day delivery which are placed after the time periods set out in the table above, or Orders made in addition to an existing Order to be delivered on the same day, must be received by us before midday on the requested day of delivery.

An Order may only be amended by sending an email to our order Email Address before 10pm the night before the date of delivery.

2.4 Second Deliveries: Orders for second deliveries, or orders made in addition to an existing second delivery order, must be received by 11am on the requested day of delivery. If the order is solely down to a customer request or fault, this will incur a £100 second delivery charge to cover the cost of the service. However, if the second delivery is made due to an error of our own with the morning delivery, it will be free of charge.

2.5 Order Amendments: An order may only be amended by sending an email to our order Email Address before 11pm the night before the date of delivery.

2.6 Order Accuracy: Whether placed by the website or an order platform, you are solely responsible for ensuring that your order and any specification submitted by you is complete and accurate.

2.7 If We Cannot Accept Your Order/Part of Your Order: If we are unable to fulfil part or all of your order for any reason, we will give you the option of either cancelling your order, accepting a substitute item, or processing the remainder of the order without the unavailable items. If you have already paid for the goods we cannot provide, we will issue a credit note. Any response needs to be received no later than11pm if changes are desired.

3. Our Goods

3.1 Any images of the goods on the Website or in any brochure, magazine or trade publication are for illustrative purposes only. Although we have made every effort to display accurate examples of the goods, we cannot guarantee that the goods will exactly match the images used on our website or that your computer’s display of the
colours accurately reflect the colour of the goods. Your goods may vary slightly from those images.

3.2 Packaging: The packaging of your Goods may vary from that shown on images on the Website.

3.3 Specification: We reserve the right to amend the specification of the Goods at any time if required by any applicable statutory or regulatory requirement.

4. Delivery, Transfer Of Risk & Title

4.1 Delivery Location: We will deliver the Goods to the location set out in your Account Form or such other location as the parties may agree (Delivery Location).

4.2 Delivery Time: Delivery of the goods will take place during the delivery time window (unless otherwise specified) set out in your account Form, the day after you place the order unless otherwise specified.

Any times quoted for delivery are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event (see clause 12 for further details) or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.3 Delivery with Customer Signature: Delivery is completed on the completion of unloading the Goods at the Delivery Location and the Goods will be at your risk and deemed accepted by you from the time of signature (on your behalf by your employees or agents or, if applicable, our driver) of the electronic point of delivery device, unless otherwise agreed by us in writing.

4.4 Delivery Without Customer Signature: If you have provided us with keys and/or an access code to your premises at the delivery location and by agreeing to and signing the T & C’s of the ‘Delivery Authorisation Form’.

• (a) Our driver will enter the premises and unload the Goods to the Delivery Location as agreed within the ‘Delivery authorisation form’
• (b) Once delivery has been completed according to the agreement within the ‘Delivey Authorisation Form’ you are deemed to have accepted the quality and quantity of the Goods is in accordance with the Order as at the time of delivery.
• (c) No claims for damages, incorrect items or poor quality (includes short dated products) will be allowed once delivery has been made in agreement with the ‘Delivery Authorisation Form’. However, shortages may be credited if after an investigation deems this correct.

4.5 Ownership of Goods: You own the Goods once we have received payment in full, including of all applicable delivery charges.

4.6 Customer Not Present: If our driver is unable to deliver the Goods within 15 minutes of arrival at your premises because:

• (a) there is no one at the premises to take delivery; or
• (b) (where our driver has keys and/or an access code) he is unable for any reason to obtain entry to your premises,
  
  All goods will be returned and a full credit issued. If a we attempt a second delivery and you are not present a charge may be applied.

5. Return & Refund

5.1 Incorrect Order During Delivery: If you incorrectly order or we incorrectly deliver any Goods or if any Goods are damaged on delivery, you must inform our driver prior to signing the electronic point of delivery device and the driver will return the Goods to us. Once we receive the goods, you will be issued a credit note.

5.2 Order Issue - After Delivery: If, after delivery, you discover that any Goods do not comply with our warranty concerning quality of the Goods at clause 9 below, you must inform us as soon as you are aware of the issue and we will inform you of our process for returning the Goods.

5.3 Goods No Longer Required: You may return Goods if those Goods are no longer required by you, subject to the following provisions:

• (a) Ambient Goods: you must notify us of your intention to return the Goods within 6 weeks of the delivery date of those Goods. These Goods must be returned to us as soon as reasonably possible and must be in all original, sealed packaging and be fit for resale.
• (b) Fresh Produce, Chilled and Frozen Goods: you must notify the driver delivering your Goods at the time of delivery. These Goods will then be retained by the driver and returned to us. We will not accept the return of Goods which have been accepted by you by signing the electronic point of delivery device and once delivery has been made. If we have been granted access to deliver via keys to site, we cannot collect any chilled, frozen, or fresh items after delivery.

5.4 Credit Note Terms: Following a return of Goods:

• (a) Following a return of Goods: in accordance with clause 5.3, we will refund the price of the Goods to the account with which the relevant Order was placed.
• (b) If you have returned any Goods to us under this clause 5 because they are mis-described, incorrect or not in compliance with our quality warranty at clause 9, we will refund the price of the Goods to your account with us via a credit note.
• (c) Any return or refund in accordance with this clause 5 is subject to goods being in a resaleable condition.

6. No International Delivery

6.1 Unfortunately, we do not deliver to addresses outside the UK.

6.2 You may place an order for Goods from outside the UK, but this order must be for delivery to an address in the UK.

7. Price of Goods & Our Charges for Delivery

7.1 Price Descrepancies: The prices of the Goods shall be the price set out in our price list as at the date of delivery. We use our best efforts to ensure that the prices of Goods on the Website, on the App and confirmed to you on the telephone are correct at the time you place your Order.

We sell a large number of goods. It is always possible that, despite our best efforts, some of the goods may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:

• (a) where the Goods’ correct price is less than the price stated to you, we will charge the lower amount when dispatching the Goods to you or, if you have paid for the Goods when placing your Order, we shall refund the difference to your account with us; and
• (b) if the Goods’ correct price is higher than the price stated to you (via the Website) when you placed the Order, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your Order. We will not process your Order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the Order as cancelled and notify you in writing. However, if we mistakenly accept and process your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mis-pricing, we may cancel supply of the Goods and refund you any sums you have paid.

7.2 Price Changes: Prices for our Goods may change from time to time In addition to incidental changes to prices due to external price fluctuations and general supply and demand. For ambient, chilled and frozen products, we review our prices quarterly and will endeavour to provide you with at least 30 days’ notice of any changes before these are applied to any Orders you place. For fresh produce products, we review our prices monthly and we will endeavour to provide you with at least 1 weeks notice of any changes before they are applied.

7.3 VAT Applicable Products: Where applicable, the price of Goods excludes VAT 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 Delivery Charges: The price of the Goods does not include delivery charges. Our delivery charges vary depending upon the Delivery Location, but if within our usual route, our current delivery charges are as follows:

• Minimum order quantity - £100 or a no charge delivery.
• If your order is between £50-£100, it will be processed with a £10 delivery charge.
  

We will provide you with at least 30 days’ notice if we vary the above delivery charges.

8. Payment

8.1 You can only place an Order once you have opened an account with us. We shall invoice you in respect of an Order on or at any time after we begin processing that Order and you shall pay for the Goods in accordance with the payment terms set out in your Account Form.

8.2 Payment of our invoices must be made in full via your agreed payment terms by Direct Debit on the 25th of the month.

8.3 If we have any reasonable concern about your financial or trading position and/or if you are late or habitually late paying our invoices, we reserve the right, by written notice from time to time, to do any or all of the following:

• (a) require you to create a more frequent direct debit for the payment of all future Orders; and/or
• (b) suspend your account with us and require you to pay in advance for any Orders.

8.4 If you fail to make any payment due to us under the Contract by the due date for payment, then you shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

8.5 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting any other rights or remedies it may have, set off any amount owing to us by you against any amount payable by us to you.

9. Our Warranty for the Goods

9.1 The Goods are intended for use only in the UK. We warrant that the Goods are, at the time of delivery, compliant with technical, safety, labelling and other legal requirements in the UK (including the Food Safety Act 1990 (as amended)). Where the Goods are subsequently exported or otherwise transported from the Delivery Location, we accept no responsibility for damage in transit, or for any customs requirements or duty.

9.2 The Goods are supplied at the temperature appropriate to that food. Goods will be delivered in good condition and we do not accept responsibility where the Goods have not been stored or handled following delivery of the Goods to the Delivery Location in accordance with your instructions.

9.3 Subject to clause 9.4, 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 warranties set out in clauses 9.1 or
• (b) we are given a reasonable opportunity of examining the Goods; and
• (c) if we ask you to do so, you return the Goods to us at our 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 any of the warranties set out in clauses 9.1 and 9.2 if:

• (a) you make any further use of the Goods after giving notice to us under clause 9.3;
• (b) you alter the Goods without our written consent;
• (c) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal or incorrect storage or working conditions; or
• (d) 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 warranties set out in clauses 9.1 and 9.2 to the extent set out in this clause 9.

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 repaired or replacement Goods supplied by us to you.

10. Limitation of Liability

10.1 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.

10.2 If we fail to deliver the Goods, subject to clause 10.1, 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 a Force Majeure Event, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

10.3 Subject to clause 10.1, we will under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

• (a) any loss of profits, sales, business, or revenue;
• (b) loss or corruption of data, information or software;
• (c) loss of business opportunity;
• (d) loss of anticipated savings;
• (e) loss of goodwill; or
• (f) any indirect or consequential loss.

10.4 Subject to clause 10.1 and save as set out in clause 10.2, our total liability to you 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 £500,000.

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. Termination or Suspension

11.1 Without limiting any of our other rights, we may refuse to fulfil any Order if you fail to pay any amount due under the Contract by the relevant due date for payment.

11.2 Without limiting any of our other rights, we may 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;
• (b) you fail to pay any amount due under the Contract by the relevant due date for payment;
• (c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your 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 your 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;
  
• (d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
• (e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

11.3 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.

11.4 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 of 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 a Force Majeure Event.

12.2 If a Force Majeure Event 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 Force Majeure Event. Where the Force Majeure Event affects our delivery of Goods to you, we will arrange a new delivery date with you after the Force Majeure Event is over.

12.3 You may cancel the Contract affected by a Force Majeure Event which has continued for more than 30 days. To cancel, please contact us and we will refund the price you have paid for the undelivered Goods, plus any applicable delivery charges.

13. General Provisions

13.1 These Terms apply to both the Order and the Contract. No other terms are implied by trade, custom, practice or course of dealing.

13.2 Entire agreement.

• (a) The Contract constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
• (b) 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 the Terms, the Account Form and the Order. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Terms, the Account Form and the Order.

13.3 Assignment and other dealings.

• (a) We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
• (b) You may not assign, transfer, mortgage, charge, 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.

13.4 Variation. Except as set out in these Terms, no variation of a Contract shall be effective unless it is in writing and signed by all parties to it (or their authorised representatives).

13.5 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.

13.6 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.

13.7 Third party rights. No one other than a party to the Contract shall have any right to enforce any of its terms.

13.8 Governing law. 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.

13.9 Jurisdiction. 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 the Contract or its subject matter or formation.

13.10 Notices

• (a) 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.
• (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.10(a); if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if 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.
• (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.