Produce Market Terms of Sale

Introduction

These Terms of Sale govern all transactions between Produce Market Ltd (“Produce Market”) and any customer, buyer, distributor, retailer or business purchasing goods (“the Buyer”).


These Terms are intended to establish a clear commercial framework governing the sale and supply of fresh fruit and vegetables, including pricing, order acceptance, supply structure and the nature of the relationship. Given the perishable nature of fresh produce and the volatility of market conditions, these Terms are designed to prevent misunderstanding and to ensure that all parties understand their respective obligations.


By placing an order, requesting supply, accepting a quotation, or otherwise engaging in any commercial transaction with Produce Market, the Buyer confirms acceptance of these Terms of Sale. Any terms or conditions proposed by the Buyer shall not apply unless expressly agreed in writing by Produce Market. No variation of these Terms shall be binding unless confirmed in writing by an authorised representative of Produce Market Ltd.

1. Nature of Supply

1.1 Produce Market operates as a wholesale supplier of fresh fruit and vegetables to buyers across wholesale, foodservice and retail sectors within the United Kingdom.


1.2 Produce Market may supply goods under different commercial structures, including:

  • Supply of product sourced through grower representation
  • Supply of product sourced through commission-based arrangements
  • Supply of product purchased and sold as principal


1.3 The Buyer acknowledges that Produce Market operates within a dynamic supply chain and that the source of product may vary depending on availability, seasonality and market conditions.



1.4 Unless expressly stated otherwise in writing, the Buyer’s contractual relationship is with Produce Market Ltd as the supplier of record.

2. Quotations and Pricing

2.1 All quotations provided by Produce Market are indicative and subject to change until confirmed in writing.


2.2 Pricing of fresh produce is inherently variable and may fluctuate due to factors including availability, seasonality, origin, logistics costs and market demand.


2.3 No quotation shall be deemed binding unless confirmed by Produce Market as part of an accepted order.


2.4 Produce Market reserves the right to amend pricing prior to order confirmation where market conditions change.



2.5 Where supply is agreed on a programme or forward basis, pricing and volumes shall be agreed in writing and shall apply for the duration of the agreed period, subject to any specific terms outlined in that agreement.

3. Orders and Order Acceptance

3.1 All orders must be confirmed by Produce Market in writing to be considered accepted.


3.2 An order shall only be deemed binding once:

  • Availability has been confirmed
  • Pricing has been agreed
  • Delivery terms have been specified


3.3 Produce Market reserves the right to decline or amend any order based on availability, supply constraints, or commercial considerations.



3.4 The Buyer acknowledges that fresh produce supply is subject to availability and that Produce Market cannot guarantee supply where circumstances outside its control affect sourcing.

4. Product Availability and Substitution

4.1 All supply is subject to availability at the time of order confirmation.


4.2 Where a product becomes unavailable after order confirmation due to circumstances beyond reasonable control, Produce Market shall notify the Buyer as soon as practicable.


4.3 Produce Market reserves the right to offer alternative products of comparable specification, origin or quality where appropriate.


4.4 No liability shall arise from the inability to supply specific products due to market conditions, crop failure, logistics disruption or other supply chain factors.

5. Commercial Terms and Supply Structure

5.1 Produce Market supplies fresh produce on a wholesale basis and all goods are intended for business use only.


5.2 The Buyer acknowledges that fresh produce is a perishable commodity and agrees to operate in a commercially reasonable manner in relation to ordering, handling and resale.


5.3 Where supply is agreed on a programme basis, the Buyer commits to the agreed volumes and structure for the duration of the programme.



5.4 Failure to honour agreed volumes or commitments may result in commercial adjustments, including pricing revisions or allocation of product elsewhere.

6. Delivery Terms

6.1 Delivery terms, including location, timing and method of delivery, shall be agreed in writing prior to dispatch.


6.2 Time of delivery is not guaranteed unless expressly agreed. While Produce Market will use reasonable endeavours to meet agreed delivery times, delays may occur due to factors outside its control.


6.3 Delivery shall be deemed complete upon arrival at the agreed delivery location or upon transfer to the Buyer or its nominated agent.



6.4 The Buyer is responsible for ensuring that adequate facilities and personnel are available to receive goods upon delivery.

7. Risk and Title

7.1 Risk in the goods shall pass to the Buyer upon delivery to the agreed location.


7.2 Title to the goods shall pass to the Buyer only upon full payment of all sums due.



7.3 The Buyer shall not be entitled to resell goods prior to payment in a manner that prejudices Produce Market’s ownership rights.

8. Product Quality and Specification

8.1 All goods supplied by Produce Market shall conform to the agreed commercial specification at the point of delivery. This includes, where applicable, size, grade, variety, weight, presentation and general condition.


8.2 Fresh produce is a natural and perishable product. The Buyer acknowledges that variations in colour, size, shape and shelf life are inherent characteristics and shall not constitute grounds for rejection where product meets normal commercial standards.


8.3 Where no specific written specification has been agreed, goods shall be deemed compliant if they meet standard wholesale market quality for the product type supplied.



8.4 Produce Market does not guarantee shelf life beyond delivery unless explicitly agreed in writing.

9. Inspection and Acceptance

9.1 The Buyer shall inspect all goods immediately upon delivery.


9.2 Any issues relating to quantity, visible damage, temperature, or condition must be identified at the point of delivery or within a reasonable period thereafter.


9.3 Goods shall be deemed accepted unless Produce Market is notified of any claim within the timeframes set out in Clause 10.


9.4 Acceptance of goods shall include:

  • Physical acceptance at delivery
  • Failure to notify within the claim window
  • Use, resale or further distribution of the product


9.5 Once goods are accepted, the Buyer assumes full responsibility for the product.

10. Claims Procedure and Time Limits

10.1 Any claim relating to quality, condition, or specification must be notified to Produce Market in writing within 24 hours of delivery.


10.2 Claims relating to latent defects (including internal condition issues not visible at delivery) must be notified within 48 hours of delivery, supported by evidence.


10.3 All claims must include:

  • Clear description of the issue
  • Photographic evidence
  • Quantity affected
  • Relevant batch or delivery reference


10.4 Produce Market reserves the right to reject any claim that:

  • Is submitted outside the stated timeframes
  • Lacks sufficient supporting evidence
  • Relates to issues arising after handling, storage or processing by the Buyer


10.5 No claims shall be accepted once the product has been:

  • Resold
  • Processed
  • Repacked
  • Mixed with other stock

11. Rejection of Goods

11.1 Goods may only be rejected where they fail to meet agreed specification or are not of merchantable quality at the point of delivery.


11.2 Rejection must be:

  • Notified within the timeframes set out in Clause 10
  • Supported by evidence
  • Approved by Produce Market prior to any disposal or return


11.3 The Buyer shall not dispose of or return goods without prior written approval from Produce Market.


11.4 Where rejection is agreed, Produce Market shall determine the appropriate course of action, which may include:

  • Return of goods
  • Replacement supply
  • Price adjustment
  • Sale of goods on a secondary basis

12. Handling, Storage and Responsibility After Delivery

12.1 The Buyer is responsible for the proper handling, storage and use of goods from the point of delivery.


12.2 The Buyer shall ensure that:

  • Product is stored at appropriate temperatures
  • Cold chain is maintained where required
  • Product is handled in accordance with industry standards


12.3 Produce Market shall not be liable for any deterioration, damage or loss arising from:

  • Incorrect storage conditions
  • Failure to maintain temperature control
  • Improper handling or processing
  • Delays in processing or resale


12.4 Any claim where product has not been handled in accordance with standard commercial practice shall be rejected.

13. Shortages and Delivery Discrepancies

13.1 Any shortages or discrepancies in quantity must be reported at the point of delivery and noted on delivery documentation.



13.2 Failure to record shortages at delivery shall be deemed acceptance of the delivered quantity.

14. Mitigation of Loss

14.1 The Buyer is expected to take reasonable steps to mitigate any loss arising from defective or non-compliant goods.


14.2 This may include resale at a reduced price, regrading, or alternative use where appropriate.



14.3 Produce Market reserves the right to require that goods are sold or handled in a manner that minimises overall loss.

15. Payment Terms

15.1 Payment terms shall be agreed in writing prior to supply and confirmed as part of the order.


15.2 Unless otherwise agreed, all invoices are payable in full within the agreed credit period from the date of invoice.


15.3 Time for payment is of the essence.


15.4 Produce Market reserves the right to require:

  • Payment in advance
  • Reduced credit terms
  • Suspension of supply

where deemed necessary based on the Buyer’s creditworthiness or payment history.

16. Late Payment

16.1 In the event of late payment, Produce Market reserves the right to:

  • Suspend further deliveries
  • Cancel outstanding orders
  • Withdraw credit terms


16.2 Interest may be charged on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, at the statutory rate.



16.3 The Buyer shall be responsible for all reasonable costs incurred in recovering overdue sums, including administrative, legal and collection costs.

17. Retention of Title

17.1 Title to all goods supplied shall remain with Produce Market Ltd until full payment has been received in cleared funds.


17.2 Until such time as title passes, the Buyer shall:

  • Hold the goods as bailee for Produce Market
  • Store goods separately where reasonably possible
  • Ensure goods are identifiable as property of Produce Market



17.3 Produce Market reserves the right to recover goods where payment has not been made in accordance with agreed terms.

18. Limitation of Liability

18.1 Produce Market shall not be liable for:

  • Any indirect or consequential loss
  • Loss of profit, business or goodwill
  • Loss arising from delay in delivery
  • Loss arising from factors outside reasonable control


18.2 Produce Market’s total liability in respect of any claim shall be limited to the invoice value of the goods to which the claim relates.


18.3 No liability shall arise where:

  • Goods have been accepted in accordance with Clause 9
  • Claims are made outside the agreed timeframes
  • Product has been mishandled, stored incorrectly or processed by the Buyer

19. Supply Suspension and Credit Control

19.1 Produce Market reserves the right to suspend supply immediately where:

  • Payment terms are breached
  • The Buyer exceeds agreed credit limits
  • There is reasonable concern regarding the Buyer’s financial position


19.2 Any suspension of supply shall not affect the Buyer’s obligation to pay outstanding amounts.

20. Force Majeure

20.1 Produce Market shall not be liable for any failure or delay in performance caused by events beyond its reasonable control.


20.2 Such events may include, but are not limited to:

  • Crop failure or agricultural disruption
  • Weather conditions
  • Transport or logistics disruption
  • Import/export restrictions
  • Industrial action
  • Acts of God or unforeseen external events



20.3 Produce Market shall notify the Buyer where reasonably practicable and take steps to minimise disruption.

21. Termination

21.1 Produce Market reserves the right to terminate any supply arrangement with immediate effect where the Buyer:

  • Fails to make payment when due
  • Breaches these Terms of Sale
  • Becomes insolvent or unable to meet financial obligations
  • Acts in a manner that exposes Produce Market to commercial or reputational risk



21.2 Termination shall not affect any rights accrued prior to termination.

22. Confidentiality

22.1 The Buyer shall keep confidential all commercial information provided by Produce Market, including:

  • Pricing
  • Supply sources
  • Commercial arrangements
  • Market information



22.2 The Buyer shall not disclose such information to any third party without prior written consent.

23. Governing Law and Jurisdiction

23.1 These Terms of Sale shall be governed by and construed in accordance with the laws of England and Wales.



23.2 The parties submit to the non-exclusive jurisdiction of the courts of England and Wales.

24. Entire Agreement

24.1 These Terms constitute the entire agreement between the parties and supersede all prior agreements, understandings or communications.


24.2 If any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.



24.3 No failure or delay by Produce Market in exercising any right shall constitute a waiver of that right.

Contact and Notices

For any queries relating to these Terms of Sale, orders, deliveries, claims or commercial matters, please contact Produce Market Ltd using the details below:


Produce Market Ltd
167–169 Great Portland Street
5th Floor
London
W1W 5PF
United Kingdom


Email: info@produce-market.co.uk


All claims, notices or communications relating to supplied goods must be submitted in accordance with the procedures set out in these Terms. Produce Market will respond within a commercially appropriate timeframe.