TERMS AND CONDITIONS OF SALE POLICIES AND METHOD OF OPERATION
1. All offers are accepted and all Goods are sold subject to and upon these Conditions of Sale. No addition, alteration, variation or waiver of any term of these Terms and conditions of Sale shall be binding unless agreed in writing by the parties.
2. The Customer shall be deemed to have agreed these Conditions in relation to all present and future dealings between the parties.
3. No Terms and Conditions of Purchase and no other terms, conditions, warranties, particulars, standards, criteria, specifications and other matters, whether written or oral, express or implied, shall form part of or be deemed to be incorporated into this contract unless agreed in writing by a authorised officer of each party.
4. In these terms and conditions, we and our refers to the Directors of Wardhall Ltd acting on behalf of Wardhall Ltd and any person employed by Wardhall Ltd hereinafter referred to as the Company.
5. Wardhall Ltd is a company limited by guarantee , registered in the UK at Companies House as company number 5498339. It is registered for VAT purposes (registration number 866 7566 50) and its registered offices are at Unit 22c Solway Trading Estate, Maryport, Cumbria CA15 8NF.
6. Cumbrian Food Direct (CFD) is a trading name for Wardhall Limited and is the name of the local food buying and distribution operation set up and operated by Wardhall Ltd.
7. The food distribution centre from which Cumbrian Food Direct operates is geographically located at Unit 22c Solway Business Park, Maryport, Cumbria, CA15 8NF.
8. Our telephone number is 01900 818 028, our fax number is 01900 815 856 and our e-mail address is email@example.com
9. you and your refers to you, the customer, or any person acting with your written authority on your behalf.
10. ordering refers to the process which results in the submission by you of a list of products or produce (an order) that you wish to buy from us. For the avoidance of all doubt, such an order shall not constitute an offer capable of acceptance by us.
11. shopping basket refers to the electronic representation of a shopping trolley in which you are listing the items you are wish to buy from us. Subject as below (see Time of Ordering Clause 53 - 55) the fact that an item is shown as being in your shopping basket whilst you go through the ordering process, does not indicate that that item will necessarily be available to you at the time you go to the checkout.
12. checkout refers to the point in the ordering process at which you close your shopping list and send a list to us of the items you wish to buy from us.
13. actual cost of an item refers to the cost of an item priced per item.
14. actual order cost refers to the cost of an order which may be computed exactly on the basis that all of the items ordered are priced per item as above.
15. nominal cost of an item refers to the cost of an item which is calculated by multiplying the typical or approximate weight of the item in Kg by the cost in £ per Kg
16. nominal order cost refers to the cost of an order which is estimated on the basis of the total of all items which are priced per item added to the total of the nominal costs of food items which are sold by weight.
17. true cost refers to the cost of an item which is sold by weight and which is calculated by multiplying the weight of the item when delivered to us by the cost in £ per Kg.
18. final order cost refers to the cost of an order where the total of the actual costs of all items ordered, which are priced per item, is added to the total of all true costs of all of the items which are priced by weight once the weight is known.
19. made to order in the context of these conditions means a food item which is made, prepared or measured such that its weight falls within a bracket of +/- 15% of the typical or standard weight shown for the item in the website.
AGREEMENT TO TERMS AND CONDITIONS
20. By using this website based ordering and delivery service you agree to these terms and conditions which you will be invited to check as having been read before placing each and every order. They can be viewed from within the website at any time, and will be available to view prior to checking out.
21. While we will use reasonable endeavours to verify the accuracy of any information we place on the CFD website, to the extent permitted by applicable law, we make no warranties, whether express or implied, in relation to its accuracy.
22. We have taken every possible care to ensure that the products supplied match the textual descriptions and photographs displayed, but we cannot guarantee that a product supplied will match exactly the description and photograph displayed which are included for indicative purposes only.
23. The CFD website is provided on an "as is" and "as available" basis without any representation or endorsement made in relation to any product listed and we make no warranties of any kind, whether express or implied, in relation to the CFD website, or any transaction that may be conducted on or through the CFD Website including but not limited to, implied warranties of non-infringement, compatibility, security, accuracy, conditions of completeness, or any implied warranty arising from the course of dealing or usage or trade.
24. We make no warranty that the CFD Website will meet your requirements or will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the site or the server that makes it available are free of viruses or bugs or represents the full functionality, accuracy, reliability of the materials. We will not be responsible or liable to you for any loss of content or material uploaded or transmitted through the CFD website.
25. You acknowledge that we cannot guarantee and therefore shall not be in any way responsible for the security or privacy of the CFD website and of any information provided to or taken from the CFD website by you.
26. Except as specifically provided in these Conditions, the Company shall be under no liability for any loss or damage whatsoever attributable to any act or default of the Company or failure to carry out the contract terms
27. In particular we will not be liable, in contract or tort (including, without limitation, negligence), for pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise out of or in connection with these Terms and Conditions for
(a) Any economic losses including (without limitation) loss of revenues, profits, contracts, business or anticipated savings); or
(b) Any loss of goodwill or reputation; or
(c) Any special or indirect or consequential losses;
in any case whether or not such losses were
(d) within the contemplation of the parties at the conclusion of the Contract
(e) suffered or incurred by that party arising out of or
(f) in connection with the provisions of any matter under the Conditions.
28. The Company shall indemnify you subject to the above provisions in respect of any claims arising from personal injury to or death of any person whomsoever and any damage to or loss of any property, real or personal, insofar only as such injury, death, damage or loss is due to any negligent act or default of the Company, its servants, agents or other persons for whom it is responsible and is not attributable to the negligent act or default of you the Customer or any individuals for whom you are or may be responsible provided always that except to the extent the Company's liability cannot be so limited the Company's liability hereunder in respect of any one occurrence or series of occurrences originating from the one source, shall not exceed £10,000 or the contract price whichever is greater.
29. By visiting the website and/or ordering goods and/or using our services you agree that we may collect and retain such information about you as is necessary for the management of our accounting, ordering, security and delivery systems, procedures and processes.
30. All information is held in accordance with current Data Protection and other relevant legislation within England and Wales. On any assignment, subcontracting or other disposal of our business your information will be automatically transferred
31. You agree that we may use "cookies" to track patterns of behaviour of visitors to our site. A cookie is an element of data that our Website sends to your browser which is then stored on your system. You are advised to make appropriate settings to your browser to accept our cookies. If you are having difficulty in accessing our website, you are invited to make contact with our staff.
32. Any information we collect like this way can be used to identify you unless you change your browser settings. Information we hold about you will be used to, for example, identify you, run the website and our business efficiently.
33. We will not sell, rent or exchange or supply your personal information to any third party for commercial reasons beyond any essential requirements during purchase such as for credit/debit card validation.
34. The provision of the website and any goods and/or services we provide will be reliant on information provided by you. You are solely responsible for ensuring that any information you provide is accurate, correct and up-to-date and in accordance with any relevant clauses of the user agreement / our terms and conditions of business.
35. When you give us information about another individual or organisation you warrant that it is accurate and that the third party has specifically agreed to this.
37. We agree that you are entitled to write to us to ask for a copy of your information which we will provide without charge and we undertake to correct any inaccuracies as soon as they are brought to our attention.
38. You must send us proof of your identity before any information can be provided to you. Please contact us in writing, by post, e-mail or fax using the above contact details.
COURSE OF DEALING
39. The products displayed on our website are offered and supplied to us by the Suppliers shown and we in turn invite you to buy them as our customers and in particular as consumers.
40. It is agreed that unless prior agreement has been reached in writing between you and us, the goods purchased are for your personal use and consumption and for the personal use and consumption of your family, friends and guests and are not to be resold, advertised for sale, given away or otherwise disposed of in the course of a business without prior written agreement with the Company.
41. Save as is compatible with the purchase and use of the goods supplied as a consumer, you agree that you will not alter, obscure, remove, conceal or otherwise interfere with any markings or other indication of source of origin, consumption dates, product preparation and product storage details on any goods or their labelling and packaging.
PRODUCT DESCRIPTIONS AND PRICING
42. Products and the produce on display on our website fall into two basic categories, Food Items and Non food Items.
43. Food Items fall into two basic sub categories - food items for which the price shown represents the actual price to be paid or actual cost (i.e. they are shown as priced per item) and food items which are priced in £ per Kg (or other statutory weight) and for which the exact price to be paid cannot be shown at the time of ordering (where for example weights are shown as approximate or typical) since the price to be paid will depend upon the weight of the actual item offered and subsequently delivered. Such a price is referred to as the nominal cost
44. Food items are also subdivided or classified into other categories - for example:
(a) those in respect of which there is in practice already an unlimited supply available (or where a supplier is in a position to make or prepare sufficient of the items in question to satisfy any reasonable demand notified to him or her on a Tuesday morning and
(b) those where a particular producer has indicated that there is a limited number of such products available in a given week.
45. Food items can also be classified into categories of those food items which:
(a) can be returned and accepted back into stock, and
(b) those that cannot be returned because the are not fresh in the accepted sense or are of a type which by their nature cannot be returned.
46. Subject as below, (see Order Cancellation and Refunds) food items that may be returned to Stock are likely to be items which are not subject to any refrigeration requirements.
47. We operate a weekly ordering cycle and our website is open for ordering from midday on a given Tuesday until 9.00 am on the following Tuesday.
48. We agree that provided you place your order by Tuesday 9.00 am in any given week, you will by default receive your shopping on the following Friday or Saturday. It will in due course be open to you to select a delivery date beyond the end of the week in which you order to facilitate your weekly meal planning.
49. Information displayed on the website represents our invitation to you to treat with us.
50. By selecting any item displayed and clicking add to basket (thus transferring it to the shopping basket) you are inviting us to offer to sell you these items (if available) at a price either to be calculated in the case of weighed items whether nominal or actual or in the case of fixed price items, as displayed.
51. These Terms and Conditions which you are invited to download, print and retain include all pre-contractual information which we are obliged to supply you with under the Distance Selling Regulations.
52. You will nevertheless be invited to indicate that you have read these terms and conditions before the point in time (on each and every occasion that you place an order) at which you reach the checkout.
53. When you decide to go to the checkout, you will be transferred from our website to that of SagePay, where you will be invited to provide Credit Card details in the normal way.
54. After that process is complete you will receive an e-mail confirming your order.
55. We will send you a further e-mail when the goods you have ordered have been delivered to us, when the actual weights and prices of weighed items have been computed and when the availability of your order will be confirmed.
56. All Statutory Pre contractual information will be included in that e-mail. You will be invited to acknowledge that e-mail and accept our offer to sell you these items at the prices indicated. You will also be reminded of your right of cancellation.
57. Your acceptance can be communicated to us by responding to that e-mail or by simply accepting delivery of the goods which will be delivered to you on the default delivery date or the date that you have set.
TIMING OF ORDERING
58. Before you select any item, if it is an item for which availability is limited a text box will be displayed showing this if you hover your mouse over the item description.
59. If you then choose to add this particular product (or several of it) to your shopping basket one of two things will happen.
(a) Either your basket will be updated to reflect the addition of the item or items or
(b) you will be informed
1. either that the item is sold out (in which case there is no addition to your basket) or
2. that there are less available than you have asked for (in which case you will be invited to mend your order to reflect what remains in stock which will be shown by default instead of the number you entered). You will have the opportunity to amend your order then or later as you wish.
60. It is agreed that even if a selection is made in this way, there is no guarantee that at the point you reach the checkout, that such items will remain available and if at that time the number available has been reduced again by other customers who have reached checkout before you, you will be so advised.
61. It is in your interests to place your order as early as possible to be sure of being able to choose from the full range of products and of course it is also in your interests to ensure that you checkout as soon as possible after filling your basket since only at that stage (and subject to any unforeseen eventualities affecting our suppliers) can we guarantee to be able to offer to supply you with the orders requested since it is that point and not before that our stock levels are recalculated.
62. We will monitor the activity on shopping baskets and those left unattended may be cleared from time to time.
63. Upon receiving and accepting your order the Company will carry out a standard pre-authorisation check on your payment card to ensure there are sufficient funds in order to complete the transaction. No payment is debited from your card during this pre-authorisation check.
64. Payment for your order will be made either by way of an automated process generated by you online via the SagePay website (to which you will be transferred upon reaching the checkout) or (for telephone customers) through the same process which will be initiated by our staff who will, having taken your order over the telephone, request your card details and execute the same process online from our office. In the event that we need to ask for your credit card details, they will not be retained by us.
65. Depending on what you have bought, payment will be made in one of two ways.
66. If your order consists entirely of items that are shown priced per item, then payment of the actual order cost can (and therefore will) be made either at the time you pass through checkout and provide SagePay with your card details or (for telephone customers) at the time you provide your details to our staff. (This is possible because the actual order cost is known at that time.)
67. If it later transpires that for whatever reason an item in your list cannot be offered you will be so advised and a refund will be made to your card.
68. If your order includes one or more items which are priced by weight, then by providing SagePay (or our staff) with your card details you agree that you are authorising us to request payment from SagePay as and when the exact price of your order is known. (the final order cost).
69. This can only occur at some time after Thursday midday since only by then will the orders from individual suppliers have reached us, have been weighed and their products have been allocated to individual customers.
70. We will send you an e-mail on Thursday afternoon to confirm the availability of items on your order, the actual cost of all items priced by weight, any delivery instructions and a reminder of your cancellations rights. This will constitute your invoice.
71. A request for payment of such an order will only be presented once you or your authorised representative accepts delivery of the goods.
72. It is a condition of our agreement with SagePay, to which you hereby agree, that we may request a payment from you via SagePay to meet a final order cost which may exceed the nominal order cost by up to 15% of the nominal order cost. (for obvious reasons we are not permitted to request a sum which exceeds this 15% margin , which is set by SagePay, without authorisation.)
| 73. In the extremely unlikely event that any one or more products is so much heavier than the nominal weight shown in the website that the final order cost exceeds the nominal order cost by more than 15%, we will contact you by telephone at the earliest possible opportunity to request authorisation for an immediate payment which will include the cost of your order (+/- 15%) as well as for the excess.|
74. We agree that you are entitled to refuse to provide authorisation for any total sum in excess of this15% margin but we hope that since you will (in spite of the higher final order cost) be receiving value for the extra sum requested on one or more individual items that you will be prepared to provide authorisation.
75. We agree that we will do what we can to ensure that our suppliers who provide food items which are priced by weight, will supply goods which match as closely as possible the nominal / typical / approximate weights shown or do fall within the range of weights offered.
76. There is no official minimum order. You are free to order as little or as much as you wish. The delivery charge is however fixed.
77. We will from time to time advertise incentives or vouchers which will have a nominal cash value which may be redeemed only against any order(s) placed.
78. The Company may, in its absolute discretion, refuse any application for a credit account or for an extension of an existing line of credit without disclosing the reason for so doing.
79. Whilst every effort will be made to keep to agreed delivery dates, time of delivery shall not be of the essence and Wardhall Ltd shall not be liable for any losses, costs, damages or expenses incurred by the customer or any other person or company arising directly or indirectly out of any failure to meet any estimated delivery times.
80. Any risk in the goods shall pass from the company to the customer upon delivery of such goods to the customer.
81. We agree to deliver individual boxes to customers homes, offices and any other prearranged locations such as schools and village halls across Cumbria. Deliveries will be accompanied by a Delivery Note which will reflect the Order placed.
82. We agree to deliver to multiple drop off points providing we have been authorised in writing by all customers involved. A form may be obtained from the Office for this purpose.
83. Our vans are refrigerated and we undertake to maintain the chill chain from our premises to yours.
84. Delivery of non food and of non chilled food items will be in returnable crates (which you undertake to return to us upon request) or non returnable biodegradable bags.
85. Food which requires chilling will be delivered in chilled returnable polystyrene boxes (which you undertake to return to us upon request). We believe that the chilling arrangements will provide adequate chilling for 12 hours.
86. Food which is deep frozen will be delivered in our chilled vans which are themselves equipped with mobile deep freeze equipment. You agree that deep frozen goods may only be delivered to premises where they can be accepted by you or your representative in person.
87. We have a number of delivery routes that we follow and we will arrange a convenient time to deliver your box(es) along the route in your area.
88. You agree to ensure that delivery time and location information is kept up to date and you will be responsible for any losses which flow from a breach of this condition. Standing Delivery instructions may be given in writing and will be accepted and acknowledged in writing by the Company.
89. Variations to these Standing Instructions or one off delivery instructions may be communications on a per order basis and will be effective only when acknowledged by the Company by e-mail.
90. If requested to do so, you are required, and agree, to retain and maintain a Delivery Book which you will be provided with and which either you or your representative must pass to the delivery driver when you or your representative accepts delivery or must be placed in an agreed location if the delivery is unattended.
91. The book will have duplicate pages and when the delivery driver calls he will either (if the delivery is attended) invite you or your representative to examine the Goods to ensure that the delivery is complete when compared with the delivery note and that the Goods have not been damaged in transit.
92. It is agreed that you or your representative and will sign the book as correct or (if not correct) will record any discrepancies or shortages in the book.
93. The driver will also sign the book for the box (or if for a multiple delivery, the books for boxes). He will remove and retain the duplicate sheet.
94. If the delivery is unattended you agree that he will sign and date the book himself. He will as before remove a duplicate and will leave the book with you (or the box).
95. If you do not present the Delivery Book (if an attended delivery) to the Driver or sign it in his presence, or if you fail to leave it out for the driver at a prearranged location (if an unattended delivery) then we reserve the right to cancel the order, without leaving the box, crate or bags and without offering any refund for those goods which cannot be taken back into stock.
96. If the order is left under these circumstances, then you hereby agree that we have no responsibility for any loss or damage to the box, crate or its contents howsoever incurred.
FAILURE OF DELIVERY
97. Deliveries may be requested at your agreed location on the following day if the first delivery was unsuccessful at an additional delivery charge of £15.00. If your delivery was unsuccessful on the second attempt all goods will be returned to the Hub in Maryport from which you may collect them by arrangement.
98. We will be prepared to discuss reduced delivery costs where more than one delivery is sent to a given address but it is agreed that Multiple Deliveries may not be unattended.
COST OF DELIVERY and VAT
99. We make a flat rate charge for delivery which is displayed at the time you place your order. You will always be able to see this charge before submitting your order and you will be advised prior to placing an order if this charge changes.
100. We offer for sale food and non food items which (in both cases) may or may not carry VAT.
101. Prices of items shown on the website all include VAT where appropriate.
102. Where the order consists of any items which include VAT, this will be shown in the invoice provided and VAT will be shown in the usual way.
103. Current VAT legislation requires that VAT is chargeable on that part of the deliver costs of the order which consist of items which are themselves chargeable to VAT at the standard rate.
104. A part (or possibly all, If the order consists entirely of standard rated items) of the delivery cost of £3.75 will therefore carry VAT and a part will not.
105. However delivery will be at the flat rate quoted and any VAT chargeable will be included in the charge of £3.75 (or whatever) and will be shown in this way.
106. We undertake to make every effort to supply top quality fresh products which match the descriptions provided by the suppliers. If you are not totally satisfied with a product or item you have received you agree to inform us as soon as possible after receiving your shopping or after discovering the defect whichever is the later.
107. You agree to keep the product with its original wrapping and also (as appropriate) to keep it refrigerated to facilitate inspection as necessary.
108. It will assist the process if you are able to send us a photograph as soon as possible after you discover the problem and in any event, we reserve the right to examine the item in question.
109. If we choose to do so, we will arrange to do so as soon as possible but in any case within 7 days and if we agree that it is not fit for purpose then we will refund you in full for the item in question.
110. If the faulty goods were paid for by card, we will credit the card with the cost of the item. If paid for in cash or by cheque, then we will make a refund in similar manner.
111. You should make contact at the above address
112. We agree that any order maybe cancelled up to the order cut off point in any given week, which is Tuesday by 9.00 am with no cost since at that stage although payment might have actually been authorised and in certain cases actually made (see below), we are not obligated to any of the suppliers of the goods you have ordered nor have any goods been supplied to you.
113. If you wish to cancel on order consisting entirely of unweighed items priced per unit then it is imperative that you contact us within 24 hours of placing such an order so that the payment made can be reversed. In the case of an order consisting of one or more items priced by weight no payment will have been made although payment will have been authorised.
114. To cancel an order before the weekly cut off point you can either
(a) Remove the items from your basket if you have not passed through checkout
(b) contact us by phone on 01900 818033 or
(c) e-mail firstname.lastname@example.org
(d) send a fax to 01900 815 856
115. Following the submission of your order, the our ordering from our suppliers of the goods you have ordered, the collation of your order, our offer to supply you with the goods ordered and the point in time at which you make payment your right to cancel is regulated by the Distance Selling Regulations.
116. Under these regulations you are entitled to cancel your order at any time during the period of 7 days after the point in time at which the sale contract is concluded. We agree that the contract is concluded when the goods are paid for and delivered.
117. This right may be exercise regardless of the condition of the food received. (that is to say it does not have be damaged or unfit for purpose in any way. We will always refund the cost of any food item which is not fit to eat, and of any non food item which is not fit for purpose).
118. We agree that the right to cancel in respect of fault free goods will depend on the type of goods ordered and that you have no right to cancel an order for the supply of goods made to the consumers specifications or clearly personalised or which by reason of their nature cannot be returned or are liable to deteriorate or expire rapidly (Regulation 13 of The Consumer Protection (Distance Selling) Regulations 2000)
119. A number of the products shown are made to order but insofar as the goods do not fall within this exemption and can be returned to stock, they may be returned at any time within the 7 day period referred to above and a full refund will be given. You agree that you waive any right to cancel your order insofar as it consists of fresh food on the grounds that at the point in time at which the order is received the food in question will in many cases be being prepared to order as define above and will almost certainly have a limited shelf life or be subject to a chill chain.
120. Cancellation must be advised in writing to the above address or other contact points. Cancellation may not be advised by telephone.
121. We agree that you will meet the cost of returning goods which have been ordered under a cancelled order and we agree that this is the limit of your liability in relation to the costs of cancelling and returning an order.
122. We reserve the right to request full payment of any orders which are cancelled not in accordance with these provisions, but if we are able to do so, we will endeavour to mitigate our losses by charging only for those items which are perishable or have a short shelf life or which have been made to order, or which cannot be returned to the supplier or retained in stock.
TITLE AND RISK
123. The risk in the Goods shall pass to the Purchaser upon delivery
124. Title to all Goods which are capable of being returned in accordance with these terms and conditions shall remain the property of the Company until such time as all debts and other liabilities (whether arising under this contract or otherwise) owed by the Purchaser to the Company have been paid in full. Title to goods which are not capable of being returned shall pass to the Customer upon acceptance of delivery.
125. The Customer hereby irrevocably authorises the representatives of the Company to enter upon the Purchaser's premises where the Goods are stored, or are thought to be stored, for the purpose of repossessing them and/or subsequently reselling them.
WAIVER OF CONDITIONS AND INDULGENCE
126. Any concession granted by the Company to the Purchaser or any waiver by the Company of its rights under these Conditions of Sale in respect of any particular transaction or series of transactions shall not be deemed an agreement to confer the same concession in respect of any further transaction.
127. If the Company's ability to perform its obligations hereunder is limited, delayed or prevented in whole or in part by any reason whatsoever not reasonably within the control of the Company, the Company shall be excused, discharged and released without penalty from performance of the contract to the extent that such performance is so limited, delayed or prevented.
128. All notices and communications made pursuant to these Conditions of Sale by one party to the other shall be validly given or made by letter by first class registered post sent to the address shown above or such address as shall be notified to the party concerned. All notices sent in accordance with the above shall be deemed to have been received within forty-eight hours of the date of posting.
129. By online acceptance and/or acceptance of Goods, the Purchaser agrees to be bound by these Conditions of Sale.
130. If any of these Conditions of Sale is held not to be valid but would be valid if any part of the wording were deleted or modified then that provision shall apply with such modifications as may be necessary to make it enforceable.
131. These conditions of Sale shall be governed by and construed in accordance with English Law and each party irrevocably submits to the jurisdiction of the English courts.