Terms & Conditions

About these Terms

These Terms & Conditions ("Terms") apply to products supplied by Grow Waas Ltd ("Growwaas", "we", "us" or "our") to a customer acting for the purposes of its trade, business, craft or profession ("Customer", "you" or "your").

Growwaas is a business-to-business fresh produce supplier supplying fruits, vegetables, salads, herbs, berries and related products to restaurants, cafés, caterers, fast-food businesses, cloud kitchens and other food businesses.

By opening an account, placing an order, accepting delivery or otherwise purchasing Products from us, you agree that the relevant order is subject to these Terms unless we have expressly agreed different terms with you in writing.

Each order accepted by us forms a separate contract between Growwaas and the Customer.

If there is any conflict between these Terms and specific terms that we have expressly agreed with you in writing for a particular order, the specifically agreed written terms will take priority for that order.

Your business account

We may require Customers to register for a trading or online account before certain ordering or credit facilities are made available.

You are responsible for ensuring that information provided to Growwaas is accurate, complete and kept up to date, including:

• business name and trading details;
• billing information;
• delivery addresses;
• telephone numbers and email addresses;
• authorised ordering contacts; and
• any information reasonably required for credit or account administration.

Authority to order

You are responsible for ensuring that people who place orders using your account, email address, telephone number or other authorised ordering method have authority to act on behalf of your business.

Account security

You must take reasonable steps to keep usernames, passwords and other account credentials secure.

Please notify us promptly if you believe your account has been accessed or used without authorisation.

Credit checks

Where you request a credit account, the availability and amount of credit may be subject to satisfactory credit checks and ongoing review.

Orders and formation of a contract

You may place an order using any ordering method that Growwaas makes available to you, which may include our website, telephone, email, quotation acceptance or another agreed method.

Your order is an offer

Submitting an order constitutes an offer to purchase the Products specified in that order. Receiving an automated website message or acknowledgement does not necessarily mean that we have accepted your order.

When we accept an order

A contract for an order is formed when we expressly confirm acceptance of the order or begin performing the order, including dispatching or delivering the Products, whichever occurs first.

We may decline an order before acceptance, for example because:

• a Product is unavailable;
• a price or product-description error has occurred;
• the delivery address is outside our service area;
• the order does not meet an applicable minimum order requirement;
• payment has not been authorised;
• your account is overdue or suspended; or
• we reasonably believe the order cannot be fulfilled safely or lawfully.

Order accuracy

You are responsible for checking that your order, quantities, delivery location and other instructions are complete and accurate.

Changes and cancellations

Requests to change or cancel an order should be made as early as possible.

Because many of our Products are fresh, perishable, specially sourced or prepared for a particular delivery, we may be unable to accept a cancellation or amendment once sourcing, preparation, picking, packing or dispatch has begun.

Products, seasonality and availability

Fresh produce is naturally subject to seasonal, agricultural and market variation.

Product availability may be affected by matters including weather conditions, harvest yields, crop quality, transport disruption, import availability, supplier availability and other market conditions.

Natural variation

Unless a precise specification has been expressly agreed, reasonable natural variations in size, shape, colour, appearance and other characteristics may occur in fresh produce.

Images and descriptions

Product photographs and images on our website, catalogues or other sales materials are provided for general illustration.

We make reasonable efforts to provide accurate descriptions, pack sizes, varieties and product information. However, packaging, presentation, origin, variety or specifications may change from time to time.

Pack sizes and weights

Where a Product is sold by weight or approximate pack size, reasonable variations may occur. Where appropriate, the quantity actually supplied may be used for invoicing.

Substitutions

If an ordered Product is unavailable, we may contact you to offer a reasonable alternative where appropriate.

Where a substitution would materially alter the nature of the Product, price or an important specification, we will seek to communicate this where reasonably practicable.

Prices, VAT and quotations

Prices may be communicated through our website, quotations, price lists, account arrangements, sales representatives or another agreed method.

Price changes

Fresh-produce prices can fluctuate because of seasonality, availability, crop conditions, exchange rates, transportation costs and wider market conditions.

Unless we have expressly agreed a fixed price for an accepted order or a stated period, prices may change before an order is accepted.

Changes made after acceptance will not affect an accepted order unless the change is agreed with you or is required by law.

Pricing errors

We take reasonable care to ensure prices are accurate. If an obvious pricing error is identified before an order is fulfilled, we may contact you with the correct price and give you the opportunity to proceed or cancel the affected item or order.

VAT and taxes

Prices are exclusive of VAT and any other applicable taxes unless expressly stated otherwise. Any VAT properly chargeable will be added at the applicable rate.

Quotations

A quotation is not an acceptance of an order and may be withdrawn or revised before a contract is formed unless the quotation expressly states that it remains fixed for a specified period.

Minimum orders and delivery charges

Minimum order values, delivery charges or other applicable charges may apply. Where relevant, these will be communicated through your account, quotation, order process or another agreed method.

Delivery

We will deliver Products to the delivery location agreed for the relevant order.

Any delivery date or time communicated by us is an estimate unless we expressly confirm in writing that a particular time is guaranteed.

Delivery access

You are responsible for providing accurate delivery information and reasonable, safe and suitable access to the delivery location.

You must tell us about any relevant access restrictions, loading restrictions, opening hours, delivery procedures or safety requirements.

Receiving your delivery

You should ensure that an authorised person is available to receive and, where appropriate, check the delivery.

A delivery note, electronic delivery record, customer signature, photograph, GPS record or other reasonable delivery evidence may be used as proof that delivery took place.

Unattended deliveries

Where we have agreed to leave a delivery without a person present, you must provide a secure, suitable and reasonably accessible delivery location.

Once Products have been delivered to the agreed unattended location, responsibility for appropriate storage and protection of the Products passes to you.

Failed delivery

If we are unable to complete a delivery because of inaccurate instructions, unsafe access, no suitable recipient or another matter within your control, we may return the Products, arrange redelivery or take another reasonable step.

We may charge reasonable additional delivery, handling or wastage costs where they arise because of a failed delivery for which you are responsible.

Shortages, quality issues, returns and credits

Fresh and perishable Products should be inspected promptly after delivery.

Shortages and visible damage

Where reasonably possible, shortages, incorrect items or obvious damage should be reported when the delivery is received.

Fresh-produce quality concerns

Because fresh produce is perishable, quality concerns should be reported to us as soon as reasonably possible and normally within 24 hours of delivery.

Where a defect could not reasonably have been identified during an initial inspection, please notify us promptly after discovering it.

Returns

Products should not normally be returned without our agreement.

We may be unable to accept a return where a perishable Product has been stored incorrectly, used, prepared, processed, mixed with other goods, disposed of before we have had a reasonable opportunity to investigate, or has deteriorated because of circumstances after delivery.

Remedies

Where we agree that Products were missing, incorrect, damaged or did not meet the applicable contractual requirements when delivered, we may, as appropriate, replace the affected Products, provide a credit, refund the relevant amount or agree another reasonable remedy.

Nothing in this section excludes rights or remedies that cannot lawfully be excluded.

Payment and credit

You must pay invoices in accordance with the payment terms agreed with Growwaas or stated on the relevant invoice.

Where no credit facility has been agreed, we may require payment before delivery, on delivery or through another payment method communicated during the ordering process.

Credit accounts

Any credit facility is subject to our approval and may be reviewed from time to time.

We may reasonably reduce, suspend or withdraw a credit facility where:

• payments are overdue;
• your credit position materially deteriorates;
• we reasonably consider there to be an increased credit risk; or
• you become subject to an insolvency-related event.

Late payment

Where a business payment becomes overdue, we reserve the right to charge statutory interest and claim applicable compensation and reasonable recovery costs to the extent permitted by the Late Payment of Commercial Debts (Interest) Act 1998 and associated legislation.

We may also suspend further deliveries or decline new orders while sums due to us remain overdue.

Disputed invoices

If you genuinely dispute an invoice, please notify us promptly and provide sufficient information for us to investigate the matter.

Any undisputed part of an invoice remains payable in accordance with the agreed payment terms.

Risk and ownership of Products

Risk

Risk of loss, deterioration or damage to Products passes to you when delivery is completed at the agreed delivery location.

For an agreed unattended delivery, risk passes when the Products are left at the agreed delivery point.

Ownership

To the extent legally and practically applicable, ownership of Products supplied by us does not pass to you until we have received cleared payment in full for those Products.

Until ownership passes, you must take reasonable care of any identifiable Products that remain our property.

This does not prevent you from using or reselling Products in the ordinary course of your business unless we notify you otherwise following a material payment default or insolvency-related event.

Food handling, storage and product information

Once delivery has been completed, you are responsible for storing, handling, preparing and using Products appropriately.

This includes complying with applicable food-safety, hygiene, temperature-control, stock-rotation and storage requirements relevant to your business.

Product labels and packaging

Where Products are supplied with packaging, labels, instructions, date information or manufacturer information, you should check that information before using or serving the Product.

Allergens and dietary requirements

If a Product has particular allergen, ingredient, dietary or specification requirements that are important to your business, you are responsible for communicating those requirements before ordering and checking the applicable product information before use.

Website photographs, general descriptions or serving suggestions should not be relied upon as a substitute for applicable label, specification or allergen information.

Shelf life and date information

Where Products carry durability or date information, you should inspect that information on receipt and store and use the Products appropriately.

Our liability

Nothing in these Terms excludes or limits liability where it would be unlawful for us to do so.

In particular, nothing in these Terms excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that cannot lawfully be excluded or limited.

Business losses

Subject to the paragraph above and to the extent permitted by law, we will not be liable for losses that are indirect or consequential, or for loss of profit, revenue, business, contracts, anticipated savings, goodwill or business opportunity arising from an order.

Overall liability

Subject to liabilities that cannot lawfully be limited, our total liability arising out of or in connection with a particular order will not exceed the price paid or payable for the Products giving rise to the claim.

Any exclusion or limitation in these Terms applies only to the extent that it is lawful and reasonable in the circumstances.

Events outside our reasonable control

We will not be responsible for a delay or failure to perform an obligation where this is caused by an event outside our reasonable control.

Depending on the circumstances, this may include:

• extreme or adverse weather;
• crop failure or significant crop shortages;
• supplier or market shortages;
• transport or logistics disruption;
• road closures or serious traffic disruption;
• industrial action;
• fuel, energy or utility disruption;
• fire, flood or natural disaster;
• epidemic or pandemic events;
• government action or regulatory restrictions;
• import or border disruption;
• telecommunications or significant IT failure; or
• another event that we could not reasonably prevent or control.

Where such an event materially affects an order, we may delay delivery, reduce affected quantities, offer reasonable alternatives or cancel the affected part of the order.

If we cancel Products that you have already paid for and which will not be supplied, the relevant amount will be refunded or credited as appropriate.

Website and online ordering

We aim to keep growwaas.co.uk available and accurate, but we do not guarantee that the website will always be uninterrupted, error-free or available.

We may update, suspend, restrict or change website functionality where reasonably necessary for maintenance, security, technical or business reasons.

Acceptable use

You must not knowingly misuse our website, introduce malicious software, attempt unauthorised access, interfere with website security or use automated systems to extract substantial amounts of website content without permission.

Intellectual property

Unless otherwise stated, Growwaas or its licensors own or are authorised to use the intellectual property rights in our website content, branding, graphics, text, product photography and other materials.

You may view and use our website for legitimate business purchasing purposes, but you must not reproduce, commercially exploit or republish substantial website content without our permission unless permitted by law.

Third-party links

Links to third-party websites are provided for convenience. We do not control those websites and are not responsible for their content or availability.

Suspension and termination

We may suspend an account, credit facility, future deliveries or acceptance of new orders where there is a reasonable business or legal reason to do so.

This may include circumstances where:

• an invoice remains materially overdue;
• you materially breach these Terms;
• we reasonably suspect fraud or misuse of an account;
• continued supply creates a material credit risk;
• your business becomes insolvent or enters an insolvency process; or
• continued supply would be unlawful or unsafe.

Suspension or termination does not affect rights, obligations or sums that arose before the effective date of suspension or termination.

Amounts already due to us remain payable.

Privacy and personal information

In the course of supplying business customers, we may process personal information relating to directors, owners, employees, ordering contacts, delivery contacts and other individuals associated with a Customer.

Information about how Growwaas collects, uses, stores and protects personal information is available in our Privacy Policy.

General terms

Changes to these Terms

We may update these Terms from time to time.

Changes will apply to orders accepted after the updated Terms become effective and will not retrospectively alter an order already accepted unless we and the Customer agree otherwise or a change is required by law.

Entire agreement

These Terms, together with the accepted order, applicable quotation and any other terms expressly agreed by us in writing, constitute the agreement relating to that order.

No waiver

If either party delays or does not immediately exercise a contractual right, this does not necessarily mean that the right has been waived.

Severability

If a court or other competent authority determines that part of these Terms is unlawful or unenforceable, the remaining provisions will continue to apply so far as possible.

Third-party rights

Unless expressly stated otherwise, a person who is not a party to the relevant contract does not have a right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

Assignment

You may not transfer your rights or obligations under an accepted order to another person without our prior written agreement.

We may transfer our rights or obligations where reasonably required as part of a business reorganisation, financing arrangement, sale or transfer of our business, provided this does not materially reduce your contractual rights.

Governing law and disputes

These Terms and each contract between Growwaas and the Customer are governed by the laws of England and Wales.

The courts of England and Wales will have jurisdiction in relation to disputes arising out of or in connection with these Terms or an order, subject to any mandatory legal rule that requires otherwise.

Resolving concerns

If a disagreement arises, we encourage you to contact us first so that both businesses can try to resolve the matter promptly and commercially before commencing formal proceedings.