TERMS AND CONDITIONS
BACKGROUND:
This agreement applies as between you, the User of this Web Site and Eurofrutta, the owner(s) of this Web Site. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Web Site. If you do not agree to be bound by these terms and conditions, you should stop using the Web Site immediately.
1. Definitions and Interpretation
In this Agreement the following terms shall have the following meanings:
“Content”
means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Web Site;
“Eurofrutta”
means Eurofrutta Limited trading as Eurofrutta, registered in England and Wales, registration number: 06528462, registered office: Arch 61, Eastern Triangle, New Covent Garden Market, London, SW8 5PP;
“Service”
means collectively any online facilities, tools, services or information that Eurofrutta makes available through the Web Site either now or in the future;
“Premises”
Means our place(s) of business located at Arch 61, Eastern Triangle, New Covent Garden Market, London, SW8 5PP;
“System”
means any online communications infrastructure that Eurofrutta makes available through the Web Site either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links;
“User” / “Users”
means any third party that accesses the Web Site and is not employed by Eurofrutta and acting in the course of their employment; and
“Web Site”
means the website that you are currently using (www.eurofrutta.co.uk) and any sub-domains of this site (e.g. subdomain. eurofrutta.co.uk) unless expressly excluded by their own terms and conditions.
2. Intellectual Property
1.1 Subject to the exceptions in Clause 3 of these Terms and Conditions, all Content included on the Web Site, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of Eurofrutta, our affiliates or other relevant third parties. By continuing to use the Web Site you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other laws.
1.2 Subject to Clause 4 you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Web Site unless otherwise indicated on the Web Site or unless given express written permission to do so by Eurofrutta.
3. Third Party Intellectual Property
1.1 Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.
1.2 Subject to Clause 4 or you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Web Site or unless given express written permission to do so by the relevant manufacturer or supplier.
4. Fair Use of Intellectual Property
Material from the Web Site may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.
5. Links to Other Web Sites
This Web Site may contain links to other sites. Unless expressly stated, these sites are not under the control of Eurofrutta or that of our affiliates. We assume no responsibility for the content of such web sites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Web Site does not imply any endorsement of the sites themselves or of those in control of them.
6. Links to this Web Site
Those wishing to place a link to this Web Site on other sites may do so only to the home page of the site https://eurofrutta.co.uk without prior permission. Deep linking (i.e. links to specific pages within the site) requires the express permission of Eurofrutta. To find out more please contact us by email at webmaster@eurofrutta.co.uk or by telephone (020 7627 3156).
7. Use of Communications Facilities
1.1 When using the enquiry form or any other System on the Web Site you should do so in accordance with the following rules:
1.a.1 You must not use obscene or vulgar language;
1.a.2 You must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
1.a.3 You must not submit Content that is intended to promote or incite violence;
1.a.4 It is advised that submissions are made using the English language, as we may be unable to respond to enquiries submitted in any other languages;
1.a.5 The means by which you identify yourself must not violate these terms of use or any applicable laws;
1.a.6 You must not impersonate other people, particularly employees and representatives of Eurofrutta or our affiliates; and
1.a.7 You must not use our System for unauthorised mass-communication such as “spam” or “junk mail”.
1.2 You acknowledge that Eurofrutta reserves the right to monitor any and all communications made to us or using our System.
1.3 In order to use the enquiry form and any other communication facility that may be added in the future on this Web Site, you are required to submit certain personal details. By continuing to use this Web Site you represent and warrant that:
3.a.1 Any information you submit is accurate and truthful; and
3.a.2 You will keep this information accurate and up-to-date.
8. Privacy
Use of the Web Site is also governed by our Privacy Policy which is incorporated into these terms and conditions by this reference. To view the Privacy Policy, please click on the link above.
9. Disclaimers
1.1 Eurofrutta makes no warranty or representation that the Web Site will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Services.
1.2 No part of this Web Site is intended to constitute advice and the Content of this Web Site should not be relied upon when making any decisions or taking any action of any kind.
1.3 No part of this Web Site is intended to constitute a contractual offer capable of acceptance. No goods and / or services are sold through this Web Site and product and / or service details are provided for information purposes only
1.4 Whilst every effort has been made to ensure that all graphical representations of products and / or descriptions of services available from Eurofrutta correspond to the actual products and / or services, Eurofrutta is not responsible for any variations from these descriptions.
1.5 Eurofrutta does not represent or warrant that such products and / or services will be available from us or our Premises. For this reason, please contact us prior to visiting if you wish to enquire as to the availability of any products and / or services. Any such enquiry does not give rise to any express or implied warranty that the products and / or services forming the subject matter of your enquiry will be available upon your arrival at our Premises.
1.6 All pricing information on the Web Site is correct at the time of going online. Eurofrutta reserves the right to change prices and alter or remove any special offers from time to time and as necessary. All pricing information is reviewed and updated every week.
10. Availability of the Web Site
The Service is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and / or faults. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
Eurofrutta accepts no liability for any disruption or non-availability of the Web Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
11. Limitation of Liability
1.1 To the maximum extent permitted by law, Eurofrutta accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Web Site or any information contained therein. Users should be aware that they use the Web Site and its Content at their own risk.
1.2 Nothing in these terms and conditions excludes or restricts Eurofrutta’s liability for death or personal injury resulting from any negligence or fraud on the part of Eurofrutta.
1.3 Whilst every effort has been made to ensure that these terms and conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.
12. No Waiver
In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.
13. Previous Terms and Conditions
In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.
14. Notices
All notices / communications shall be given to us either by post to our Premises (see address above) or by email to office@eurofrutta.co.uk. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
15. Law and Jurisdiction
These terms and conditions and the relationship between you and Eurofrutta shall be governed by and construed in accordance with the Law of England and Wales and Eurofrutta and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.
1. Definitions
1.1 ‘Buyer’ means the person who buys or agrees to buy the goods from the Seller.
1.2 ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.3 ‘Delivery Date’ means the date as agreed between the Seller and Buyer when the goods are to be delivered.
1.4 ‘Goods’ means the articles which the Buyer agrees to buy from the Seller.
1.5 ‘Price’ means the price for the Goods including carriage, packing and insurance but excluding VAT.
1.6 ‘Seller’ means Eurofrutta Ltd, Rail Arch 27-28, New Covent Garden Market, London, SW8 5PP
2. Conditions applicable
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
2.5 Upon cessation of regular orders for the delivery of goods shall be deemed as a breach in the agreed trading relationship and all monies owed shall become payable in full with all outstanding debt to be paid in full.
3. The Price and payment
3.1 The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice.
3.2 The Seller shall provide the Buyer with a monthly statement detailing all invoices for the month.
3.3 Payment of the Price and VAT shall be due within by the fifteenth calendar day of each month following the month of delivery. Time for payment shall be of the essence.
3.4 The Seller reserves the right to require a deposit from the Buyer and to require payment for the Goods before delivery.
3.5 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at the following rates:
3.5.1 a rate of 12% the first three months;
3.5.2 a rate of 25% thereafter and shall accrue at such a rate after as well as before any judgment
3.6 If the Buyer fails to make any payment on the due date then without prejudice to any of the Seller’s other rights the Seller may:
3.6:1 Suspend or cancel deliveries of any articles due to the Buyer; and/or
3.6:2 Appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.
3.7 In the event that the Buyer fails to make payment for the Goods the Buyer shall fully indemnify the Seller in respect of any costs and expenses legal or otherwise, incurred by the Seller in recovering payment form the Buyer.
4. The Goods
4.1 All terms, conditions and warranties (whether implied or made expressly) whether by the Seller or its servants or agents or otherwise (other than those express warranties set out in these conditions of sale) relating to the quality and/or fitness for purpose of the Goods or any of the Goods are excluded.
5. Delivery
5.1 The Goods shall be delivered to the Buyer at the Seller’s address. The risk in the Goods shall pass to the Buyer upon such delivery taking place.
5.2 The Seller shall arrange for carriage of the Goods to the Buyer’s address provided that the Seller shall not have to arrange carriage of the Goods to a location more than miles form the Seller’s address. In which case the costs of carriage and any insurance which the Buyer reasonably directs the Seller to incur shall be reimbursed by the Buyer without any set-off or other withholding whatever and shall be due on the date for payment of the Price.
5.3 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all.
5.4 The Seller operates a policy of next day delivery. Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 1 week of the Delivery Date.
5.5 Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.
6. Acceptance of the Goods
6.1 If the Buyer properly rejects any of the Goods which are not in accordance with the contract the Buyer shall nonetheless pay the full Price for such Goods unless the Buyer gives notice of rejection to the Seller within 12 hours of the time of delivery and at the Buyer’s cost returns such Goods to the Seller within 24 hours of delivery.
7. Title and risk
7.1 The Goods shall be at the Buyer’s risk as from delivery.
7.2 In spite of delivery having been made, property in the Goods shall not pass from the Seller until:
7.2:1 The Buyer shall have paid the Price plus VAT in full; and
7.2:2 No other sums whatever shall be due from the Buyer to the Seller.
7.3 Until property in the Goods passes to the Buyer in accordance with clause 7.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property. The Buyer shall store the Goods in a way that retards their deterioration. The Buyer shall refrigerate the goods if appropriate.
7.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.
7.5 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller.
7.6 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 7.4 shall cease.
7.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
7.8 The Buyer shall insure and keep insured the Goods to the full Price against ‘all risks’ to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance.Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
8. Remedies of Buyer
8.1 The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract.
8.2 In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.
9. Proper law of contract
9.1 This contract is subject to the law of England and Wales.
9.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales and irrevocably agree that proceedings issued out of the said courts may without prejudice to the rules of service of such courts be served on them by delivering such proceedings in an envelope addressed to the party to be served at the address for such party set out in this contract.