Terms & Conditions of Sale

Dated 29.04.24

Introduction

About us
This website is operated by Mudwalls Farm Limited (company number 12618599) (“we” and “us”) a company registered in England and Wales and our registered office is at Atlantic House, Oxleasow Road, Redditch, B98 0RE (trading as “Mudwalls Food Group”). Our VAT number is GB123334942.

To contact our customer service team please telephone or email:
Email: enquiries@mudwallsfarm.co.uk.

Tel: 01789 491078

Our Contract with You
These terms and conditions (“Terms”) apply to the order by you and supply of goods and services by us of any goods from our website (“Contract”). No other terms are implied by trade, custom, practice or course of dealing. The governing terms and conditions when you place each order will be those in effect at the date of your order. You should check prior to each order to ensure that you accept the current terms and conditions.

The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

Your Account
You need to register an account with us to buy produce on the website ("Account"). You must be a trade customer, with a Companies House registration number to register an account with us.

You must ensure that your username and password are kept secure and confidential. You are responsible for any activity on your Account. It is your sole responsibility to monitor and control access to and use of your Account. You agree to keep your information accurate, complete and current.

1 Orders
1.1 Please follow the onscreen prompts to place an order. All orders placed by you constitute an offer by you to buy the goods from us as specified in the order (“Goods”) in accordance with these Terms.
1.2 Orders are accepted subject to the availability of Goods from the manufacturer, importer or distributor. We will contact you if all or part of your order has not been accepted.
1.3 Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
1.4 We are not obligated to accept an order and any order shall be accepted entirely at our discretion. No order shall be deemed as accepted by us until we have formally accepted the order. If we wish to accept an order from you, we will notify you by email, at this point the Contract, shall come into existence. If there is a conflict between any provision of either then these terms and conditions will prevail.

If we are unable to supply you with the Goods for any
reason, we will inform you of this by email and we will not process your order.
If you have already paid for the Goods, we will refund you the full amount
including any delivery costs charged as soon as possible.

Should you need to cancel your order with us please do so more than 24 hours in advance of the delivery date by contacting us on enquiries@mudwallsfarm.co.uk. Orders cannot be cancelled within 24 hours of the delivery date and will be charged for at full price.

2 Our goods
2.1 The images of the Goods on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary slightly from those images.
2.2 The packaging of your Goods may vary from that shown on images on our site.
2.3 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.

3 Delivery
3.1 We will contact you with an estimated delivery date when we email you to confirm our acceptance of your order. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 9 for our responsibilities when this happens.
3.2 Our standard minimum delivery value to qualify for free delivery is £250 excluding VAT across our current delivery network. We reserve the right to not deliver any order with a value under this amount or levy an additional delivery charge.
3.3 We shall deliver the Goods to the address set out in the order so please check this carefully.
3.4 Further details of the areas we deliver to together with delivery schedules can be found on the Delivery Information page of our website.
3.5 We shall ensure that:
a) Goods are packed in a proper manner and secured in such a way as to enable them to reach their destination in good condition.

b) Each delivery of Goods to you is accompanied by a delivery note. This note is to show: order date, order number (if applicable) & type and quantity of Goods delivered.
3.6 Delivery of the Goods is complete on the unloading of the Goods at the address for delivery as set out in your order or the Goods being placed in your possession and control.
3.7 Upon delivery of Goods, the number of packages delivered should be checked by you in the presence of the driver. Any shortages, losses, damages or short delivery claims should be made at the time of delivery. In any event, claims must be made to our registered office at latest within 24 hours of the delivery to allow for investigation.
3.8 All delivery dates quoted are approximate only. We accept no liability for any delay or failure in delivering the Goods that is caused by an Event Outside Our Control or by a failure on your part to provide adequate delivery instructions or failure to supply any other instructions that are relevant to the delivery & supply of the Goods.
3.9 Packaging materials including but not limited to, pallets, tote boxes & roll cages remain our property at all times and at such times as we shall reasonably request, you shall make any such items available for collection. We reserve the right to charge for any packaging items left on your request at your premises which are not returned on demand or that are lost by you or whilst in your possession.

4 Payments & Pricing
4.1 If you do not have a credit account, payment of the price of the Goods (and any applicable delivery charges) will be due in advance of delivery.
4.2 No payment shall be deemed as received until we are in receipt of cleared funds from the you.
4.3 We accept all major credit and debit cards via Stripe, we do not accept cash.
4.4 We will do all that we reasonably can to ensure that all of the information you give us when paying for the products is secure by using an encrypted secure payment mechanism. However, in the absence of negligence on our part we will not be legally responsible to you for any loss that you may suffer if a third party gains unauthorised access to any information that you give us.
4.5 Once you have checked out a card check will be performed to ascertain that the card is valid. No money will be taken at this point in the transaction. Once we have picked your order for dispatch, we will remove any unavailable items and your card will then be charged for the total cost of the Goods ordered that are available for delivery.
4.6 Payment will be taken on the day you place your order with us. Should your payment fail to process, your order will be cancelled, and no delivery of the Goods will be made to you. If your payment is not received by us and you have already received the Goods, you must pay for the Goods within 30 days and compensate us for all reasonable costs and expenses incurred by us in obtaining payment from you. We may at any time after a failed payment has occurred ask a debt collection agency to collect payment from you.
4.7 All items from our current price list are offered subject to availability. Unless otherwise agreed, prices are fixed on the day of ordering. VAT will be charged at the appropriate rate on the Goods where applicable, for which you will be additionally liable to pay.
4.8 You may be eligible for a credit account. In relation to credit account payments:
a) We may invoice you for the Goods at any point on or after delivery.
b) Our standard payment terms are 14 days from the date of invoice by direct debit. Payment shall be made to the bank account nominated in writing by us and time of payment is of the essence.
c) Alternative or extended payment terms may be agreed by us in writing and are solely at our discretion.
d) We offer accounts at our discretion and we reserve the right to decline credit based on credit reference agency data or trading knowledge.
e) All credit accounts must be settled within the terms agreed. In the event of an account being in arrears, we reserve the right to withhold further deliveries of the Goods and pursue the full account debt, whether due or not. Should any payment be refused or returned by the bank we reserve the right to pass any bank charges back to you.
f) Further, we reserve the right to:
i. Charge late payment interest at the statutory rates on all overdue balances.
ii. Cancel any discount offered to you.
iii. Apply referral fees to an account, if the debt is passed to a collection agency.
iv. Apply administration fees for referral costs.
g) If your direct debit payment fails, we shall be entitled to charge you a fee of £50 plus VAT to cover administration costs for each failed transaction.

5 Product life & durability
Any Goods with a life from manufacture of twelve months or less & that are defined as food products under the Food Labelling Regulations must show a ‘best-before’ or a ‘use-by’ date. We endeavour to ensure that all dated stock has an optimum remaining life when we sell these Goods to you. Upon receipt of your delivery you are advised to check the durability dates. Any Goods returned to us relating to date coding are accepted only at our sole discretion.

6 Title & Risk
6.1 On completion of delivery the risk of Goods shall pass to you
6.2 Title (Ownership) of the Goods shall not pass to you until we have received payment in full and funds have cleared for both the cost of the Goods and any delivery charges.
6.3 Up to the point where the title of the Goods passes to you, you must:
a) Ensure the Goods are maintained in a satisfactory condition and are insured for their full inventory price against all risks, from their date of delivery;
b) Ensure that any identifying mark or packaging on or relating to the Goods is neither defaced or removed;
c) Give us such information relating to the Goods as we may from time to time require;
d) Notify us immediately if you become subject to any insolvency event; and
e) Continue to store the Goods separately from all other goods held by you to ensure that they remain readily identifiable as our property.

7 Product recall
7.1 You shall immediately notify us in writing with an enclosed copy of the Recall Notice, if you are the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (“Recall Notice”).
7.2 Unless required by law, you may not undertake any recall or withdrawal without our written permission and only then in strict compliance with our instructions about the process of implementing the withdrawal.

8 Termination
8.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or 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 and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
b) you fail to pay any amount due under the Contract on the due date for payment;
c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
d) your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
8.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
8.3 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.

9 Events outside our control
9.1 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 any act or event beyond our reasonable control (including, but not limited to, strikes, trade disputes, accident, breakdowns, shortages affecting us or our usual sources of supply or means of delivery of the product which, having arisen we could not reasonably have avoided or overcome or which is not substantially attributable to us but if such event is a direction or recommendation by the Government of the day to do or refrain from doing something the effect of which is to render performance of our obligations impossible or economically prohibitive it shall be an event beyond our control (Event Outside Our Control).
9.2 If an Event Outside Our Control 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 Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
9.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.

10 Communications between us
10.1 When we refer to "in writing" in these Terms, this includes email.
10.2 Any notice given by one of us to the other under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.
10.3 A notice is deemed to have been received:
a) if delivered by hand, at the time the notice is left at the proper address;
b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
c) if sent by email, at 9.00 am the next working day after transmission.
10.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
10.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

11 Data Protection
11.1 More information on how we collect and store your data can be found in our privacy policy.
11.2 Calls to/from us may be recorded for training and monitoring purposes with the aim of assisting with ongoing training in order to provide you with the best service possible.
11.3 As part of your request to set up an account with us, we use credit referencing agencies to assess your suitability for a trading account. The information we acquire from these agencies about you at account set up and during the course of our trading relationship may be used for the purposes of internal marketing. In the course of this we may pass your information to carefully vetted companies to assist us. From time to time we may be asked by law to provide information to government departments. By using our website you consent to us processing your personal data in this way.

12 Limitation of liability
12.1 Nothing in these Terms limits or excludes our liability ( for:
a) death or personal injury caused by our negligence;
b) fraud or fraudulent misrepresentation; or
c) any breach of the terms implied by section 12 of the Sale of Goods Act 1979, or defective products under the Consumer Protection Act 1987, and for all other matters for which it is unlawful for us to limit or exclude our liability under English law.
12.2 Subject to clause 12.1
a) We are only liable to you for losses which you suffer as a direct result of our breach of these Terms, and which are reasonably foreseeable. We are not liable for any other losses. We are not responsible to you for any business losses that you may incur (including but not limited to lost profits, lost revenues, loss of goodwill, loss of business or business opportunity or lost data) or for losses to non-consumers or any indirect or consequential loss arising under or in connection with the Contract; and
b) Subject to sub clause 12.2 a) above our maximum liability to you for all losses arising under or in with connection to the Contract will in no circumstances exceed the retail price of the Goods.
12.3 Whilst every effort has been made to ensure the contents of our product list is accurate occasional errors may occur. Any information that we supply is given in good faith and will be provided to the best of our knowledge and ability however, we do not warrant against the possibility of human or machine errors and as such cannot accept any responsibility for any omissions, errors or the results obtained. Should you wish to verify specific characteristics of a product please contact us either on 01789 491078 or at enquiries@mudwallsfarm.co.uk for full details.
12.4 You may have other rights granted by law and these Terms do not affect these.

13 General Provisions
13.1 The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
13.2 The Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.
13.3 You may not transfer any of your rights under the Contract to any other person. We may transfer any of our rights under the Contract to any person or ask any person to fulfil any aspect of it so long as the performance of the Contract is not affected.
13.4 Only you and us have any rights under the Contract. No other person shall have any rights under the Contract.
13.5 You may not use our (or members of our group's) trademarks or intellectual property without our prior written consent.
13.6 Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
13.7 If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
13.8 Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

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