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Dunsters Farm Limited
Terms and Conditions of Sale | Version 2.1 | Effective 21 April 2026
These Terms and Conditions govern all orders placed with Dunsters Farm Limited. By placing an order (whether by telephone, online or otherwise) the Customer agrees to be bound by these Terms and Conditions to the exclusion of all other terms. These Terms and Conditions supersede all previous editions. Customers are advised to read them carefully.
In these Terms and Conditions the following words and expressions have the following meanings:
1.1 "Allergen Information" means information relating to the presence of any of the 14 major allergens as defined in Annex II of Retained Regulation (EU) No. 1169/2011 (as amended) in any Food Product.
1.2 "Brand Assets" means the Company's trademarks, trade names, logos, product photography, packaging designs and all other intellectual property and brand materials belonging to the Company.
1.3 "Business Day" means any day other than a Saturday, Sunday or public holiday in England and Wales.
1.4 "Company" means Dunsters Farm Limited (registered in England and Wales, company number 00786115, registered office at Waterfold Business Park, Bury, Lancs, BL9 7BR) and its divisions, subsidiary companies and any other marketing or trading names in use.
1.5 "Contract" means the agreement between the Company and the Customer for the sale and purchase of the Products, incorporating these Terms and Conditions.
1.6 "Customer" means any person, firm, company or other legal entity which places an order with or buys any Products from the Company, and includes the employees, servants, agents, principals (whether disclosed or undisclosed) or sub-contractors of any such person, firm, company or other legal entity.
1.7 "Data Protection Legislation" means the UK General Data Protection Regulation, the Data Protection Act 2018 and any subordinate legislation or guidance issued thereunder, as amended from time to time.
1.8 "Delivery Location" means the location agreed between the parties for delivery of the Products, or in the absence of agreement, the Customer's registered or principal trading address.
1.9 "Equipment" means any machine or equipment.
1.10 "Food" means any food or beverage.
1.11 "Force Majeure Event" has the meaning given in Condition 14.2.
1.12 "Insolvency Event" means any of the events described in Conditions 9.1 to 9.4.
1.13 "Late Payment Compensation Fee" has the meaning given in Condition 5.4.
1.14 "Listed Product" means a Product which is part of the Company's standard range of stocked products, available for purchase by all Customers, publicised on the Company's website and/or printed publications and not publicised as available on a pre-order basis.
1.15 "Non-Food" means any goods which are not Food or Equipment.
1.16 "Pre-Order Product" means a Product sourced by the Company to fulfil a specific Customer requirement, which is not a Listed Product, but may be publicised on the Company's website and/or printed publications as a pre-order ("PO") item.
1.17 "Products" means any Food, Equipment and/or Non-Food agreed in the Contract to be supplied by the Company to the Customer, including any Pre-Order Products.
1.18 "Statutory Interest" means statutory interest as defined in the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.
1.19 "Terms and Conditions" means these terms and conditions of sale as amended by the Company from time to time.
1.20 "VAT" means value added tax chargeable under the Value Added Tax Act 1994 and any equivalent or replacement tax.
2.1 These Terms and Conditions are incorporated into every Contract and prevail over any terms and conditions contained or referred to in any communication from the Customer, or implied by trade, custom, practice or course of dealing. All other terms which the Customer seeks to impose or incorporate are expressly rejected.
2.2 No variation to these Terms and Conditions shall be binding unless agreed in writing by a director of the Company. No other employee or representative of the Company has authority to agree any variation on the Company's behalf. For the avoidance of doubt, email communications from sales representatives do not constitute agreed variations.
2.3 The Company reserves the right to amend these Terms and Conditions at any time by posting an updated version on its website. The version in force at the date on which an order is acknowledged by the Company shall apply to that Contract.
3.1 By placing an order with the Company, the Customer is offering to purchase Products on the basis of these Terms and Conditions. A Contract is formed when the Company acknowledges acceptance of the order in writing or delivers the Products to the Customer, whichever occurs first.
3.2 The Customer is solely responsible for ensuring that the terms of any order are complete and accurate, including product codes, quantities and delivery details. The Company shall have no liability for errors arising from inaccurate or incomplete orders.
3.3 No pricing made available to the Customer in any form constitutes an offer and does not bind the Company. Prices are subject to change without notice until the moment an order is acknowledged by the Company. Once acknowledged, the price is fixed save as provided in Condition 3.8. All prices are quoted exclusive of VAT, which will be charged at the applicable rate.
3.4 The Contract is subject to availability of stock. The Company reserves the right to make variations to the specification, packaging or presentation of any Products where such variations do not materially affect the fitness for purpose of the Products. The Company shall use reasonable endeavours to notify the Customer of material specification changes where it has advance knowledge of them, but shall have no liability where such changes arise from supplier or manufacturer decisions.
3.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation or warranty made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this Condition 3.5 limits or excludes any liability for fraud.
3.6 The Company operates a standard minimum order value of £150.00 excluding VAT. Where an order is placed below this threshold, the Company may, at its discretion: (a) decline to fulfil the order; (b) fulfil the order and apply a small order surcharge of up to £15.00 excluding VAT; or (c) waive the minimum order requirement and any associated surcharge entirely. The Company may exercise different approaches for different Customers, sectors, or contractual arrangements, including where the Customer is a public sector body, a framework contract customer, or is subject to a separately agreed commercial arrangement. The Company may amend the minimum order value and surcharge on 14 days' notice to the Customer. Nothing in this Condition 3.6 obliges the Company to apply a minimum order value or surcharge in any particular case.
3.7 Any drawings, descriptions, images or serving suggestions in the Company's brochures, website or other materials are illustrative only and shall not form part of any Contract.
3.8 Price Variation. Notwithstanding Condition 3.3, following order acknowledgement, the Company may vary the price of any Products by written or electronic notice to the Customer where the Company's costs increase as a result of: (a) supplier or manufacturer price increases; (b) currency exchange rate movements; (c) increases in transport, energy, raw material or packaging costs; (d) the imposition of any tax, levy, tariff or regulatory requirement; or (e) any other circumstance beyond the Company's reasonable control. The notice period shall be determined as follows:
3.8.1 For Listed Products: the Company shall use reasonable endeavours to provide not less than 7 days' written notice of a price increase, save that where market conditions require a more rapid price adjustment (including where supplier or commodity prices change at short notice), the Company may give such shorter notice as is practicable in the circumstances, which may in exceptional cases be as little as 24 hours.
3.8.2 For Pre-Order Products: the Company shall notify the Customer of any supplier-driven price increase as soon as reasonably practicable after the Company becomes aware of it. Where a price increase exceeds 10% of the original confirmed price, the Customer may cancel that specific order by written notice within 5 Business Days of receiving notification, without penalty.
3.8.3 Where a Customer is subject to a separately agreed written contract, framework agreement, or tender arrangement that specifies a different or longer notice period for price changes, the terms of that arrangement shall prevail in respect of the notice period only. All other aspects of this Condition 3.8 shall continue to apply.
Failure to cancel within the relevant period shall constitute the Customer's acceptance of the revised price. The Company shall have no liability to the Customer arising from any price adjustment made in accordance with this Condition 3.8.
4.1 Subject to Condition 4.2, risk of loss or damage to the Products passes to the Customer on completion of delivery to the Delivery Location in accordance with Condition 6.3.
4.2 The Company shall not be responsible for loss or damage sustained whilst on the Customer's premises but before completion of delivery, if such loss or damage arises from the condition of the Customer's premises or any act, default or omission of the Customer or its representatives.
4.3 Title to the Products shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) of all sums due from the Customer to the Company on any account whatsoever.
4.4 Until title passes, the Customer shall: (a) hold the Products as the Company's fiduciary agent and bailee; (b) store the Products separately and in a manner that clearly identifies them as the Company's property; (c) maintain the Products in satisfactory condition and insure them for their full replacement value; and (d) notify the Company immediately upon the occurrence of any Insolvency Event. The Customer may resell or use the Products in the ordinary course of its business.
4.5 If an Insolvency Event occurs or the Company reasonably believes one is imminent, the Company may at any time (without limiting any other remedy) require the Customer to deliver up all Products not yet resold or incorporated, and if the Customer fails to do so promptly, may enter the Customer's premises or any premises where the Products are stored to recover them. The Customer grants the Company an irrevocable licence to enter such premises for this purpose.
5.1 Where credit is granted, unless otherwise agreed in writing by the Company, all sums in respect of Food and Non-Food must be paid in full and without deduction or set-off within 30 days of the invoice date. The Company reserves the right, at its sole discretion, to require payment in advance or on delivery for: (a) new Customers prior to establishment of a credit account; (b) any Customer whose account is under review or in arrears; (c) any Customer who has exceeded their credit limit; or (d) any Customer in respect of whom an Insolvency Event has occurred or is reasonably anticipated.
5.2 Failure to pay by the due date entitles the Company to: (a) suspend delivery of all outstanding and future orders immediately and without notice; (b) withdraw any agreed credit terms; and (c) demand immediate payment of all outstanding balances. Time for payment is of the essence.
5.3 The Company reserves the right at any time and in its absolute discretion to demand immediate payment of any amount outstanding on the Customer's account, whether or not yet due, and to take such action as it considers appropriate to recover the same.
5.4 Where payment is not made by the due date, the Company reserves the right, at its discretion, to charge Statutory Interest on overdue balances from the date payment fell due until the date of actual payment, including any period after judgment. In addition, the Company may, at its discretion, apply a Late Payment Compensation Fee of £40.00 per overdue invoice (or such higher amount as may be permitted under the Late Payment of Commercial Debts (Interest) Act 1998 from time to time). The Late Payment Compensation Fee is separate from and in addition to Statutory Interest. The decision whether to apply Statutory Interest and/or the Late Payment Compensation Fee in any particular case rests solely with the Company, and the existence of these rights shall not prevent the Company from agreeing alternative arrangements with a Customer. The Company may update the Late Payment Compensation Fee by posting a revised figure on its website.
5.5 In the event of any payment being dishonoured or reversed for any reason, the Company may, at its discretion, apply a returned payment charge of £35.00 (or such other sum as the Company may notify the Customer from time to time) to the Customer's account, together with any bank charges directly incurred by the Company as a result.
5.6 The Company reserves the right in its absolute discretion to refuse to grant credit or to reduce, suspend or withdraw any credit facility at any time and without notice. Refusal or withdrawal of credit does not affect any existing liability of the Customer.
5.7 The Company may, without limiting any other rights, set off any amount owed to it by the Customer against any amount payable by the Company to the Customer.
5.8 The Company (or any nominated third party) may contact the Customer by any means including email, post, telephone or SMS in connection with the recovery of any debt owed by the Customer. Where the Company determines it necessary to instruct third-party agents or solicitors for the purposes of debt recovery, it reserves the right to recover from the Customer all reasonable costs so incurred, including legal fees. The Company's decision whether to seek recovery of such costs in any particular case is a matter of commercial discretion.
5.9 Any reasonable legal, administrative or third-party costs incurred by the Company in recovering sums owed by the Customer may be recovered from the Customer as part of the debt, subject to the Company's discretion as to whether to pursue such costs in any particular case.
5.10 Disputed Invoices. Where the Customer disputes any invoice or part thereof in good faith, the Customer must: (a) notify the Company in writing to the address specified in Condition 16.4 within 5 Business Days of the invoice date, providing full written particulars of the dispute; and (b) pay all undisputed amounts by the due date regardless of any dispute on the balance. Failure to notify a dispute within this period shall constitute irrevocable acceptance of the invoice in full. The parties shall use reasonable endeavours to resolve any genuine dispute within 10 Business Days of notification. The Company's determination of any invoice dispute shall be final in the absence of manifest error.
6.1 Deliveries shall be made in accordance with the Company's delivery schedule. Any delivery dates or windows communicated to the Customer are estimates only and are not contractually binding. The Company shall not be liable for any loss, cost, expense or damage of any kind arising from delay or failure to deliver by any particular date, howsoever caused. Time for delivery shall not be of the essence and shall not become so unless expressly agreed in writing by a director of the Company.
6.2 Delivery shall be made to a reasonably accessible location at the Delivery Location. The Customer shall: (a) ensure that a responsible person is present at the Delivery Location to accept and sign for the Products; (b) ensure that safe and adequate access is available for the Company's delivery vehicles; and (c) provide all reasonable assistance to facilitate prompt delivery. In the event that no responsible person is present, the Company may at its discretion leave the Products at the Delivery Location, whereupon risk shall pass to the Customer immediately. Where the Company's driver is unable to make delivery due to the Customer's failure, Condition 6.4 shall apply.
6.3 Delivery is completed on completion of unloading of the Products at the Delivery Location.
6.4 If the Customer fails to take delivery, or fails to provide adequate delivery instructions, or causes unreasonable delay to the Company's driver, the Company may, without prejudice to any other rights: (a) charge the Customer the full cost of the aborted delivery including return transport costs and an administration charge of £50.00; (b) charge the Customer the full invoice value of the Products plus a sum representing the Company's loss of profit; (c) where the delivery includes Equipment, store the Equipment at the Customer's risk and expense and charge reasonable storage and insurance costs; and (d) sell any perishable Products and charge the Customer for any shortfall against the Contract price.
6.5 Where delivery includes temperature-controlled, chilled or frozen Products, such Products may not be left unattended without a responsible person present to accept them. If no such person is present the driver may return the Products to the Company's depot, and the Customer shall be liable for all re-delivery costs. The Company shall have no liability whatsoever for any deterioration in temperature-sensitive Products caused by events after delivery is completed or by the Customer's failure to maintain adequate cold storage.
6.6 Cold Chain. The Company warrants that temperature-controlled Products shall be maintained at the required temperature during transit in accordance with applicable food safety legislation. Responsibility for all cold chain conditions passes to the Customer absolutely on completion of delivery in accordance with Condition 6.3. The Customer is solely responsible for maintaining adequate cold storage at the Delivery Location and for maintaining Products at the required temperature thereafter.
6.7 The Company may deliver the Products by instalments, invoiced separately. Delay in delivery of any instalment shall not entitle the Customer to cancel any other instalment or the Contract as a whole.
7.1 The Customer must inspect and check that the quantity and specification of Products delivered correspond with the Contract before signing the delivery driver's paperwork or electronic proof of delivery device. Signature without endorsement shall be conclusive evidence of delivery in good order and correct quantity.
7.2 Visible Damage or Short Delivery. Claims in respect of short deliveries or damage reasonably visible on inspection must be notified to the Company in writing within 24 hours of delivery, sent to sales@dunstersfarm.co.uk. Such notification must include: (a) the delivery note number; (b) the Customer's account number; (c) a description of the defect or shortage; (d) the quantity and product code(s) of affected Products; and (e) photographic evidence of any visible damage. The Customer must retain all damaged Products pending inspection and collection. Credit will only be granted where these requirements are fully complied with.
7.3 Latent Defects. Claims in respect of defects not reasonably discoverable on delivery (latent defects) must be notified in writing within 5 Business Days of the defect becoming apparent and in any event before the expiry of the Product's shelf life. Notification must comply with the requirements of Condition 7.2. The Company shall have no liability for latent defect claims notified outside this period.
7.4 The Company's liability for any accepted claim shall be limited to, at the Company's sole option: (a) replacing the affected Products; (b) issuing a credit note for the affected Products; or (c) refunding the invoice value of the affected Products. No other remedy shall be available to the Customer.
7.5 The Customer shall have no right to reject Products or withhold payment by reason of any minor or immaterial defect or variation in specification that does not materially affect the fitness for purpose of the Products.
8.1 The Contract may not be cancelled by the Customer without the prior written consent of a director of the Company, which may be given or withheld at the Company's absolute discretion.
8.2 Where the Company consents to cancellation of a Contract for Listed Products, the Customer shall pay a cancellation charge equal to 20% of the cancelled order value, plus all direct costs and expenses incurred by the Company up to the date of cancellation, including (without limitation) transport, storage, handling and any supplier cancellation charges.
8.3 Pre-Order Products may not be cancelled or returned unless the relevant supplier expressly confirms in writing its agreement to accept return. Where a supplier declines return, the Customer shall take delivery of and pay for all such Pre-Order Products within 14 days of notification. Where a supplier agrees to accept return, the Customer shall bear all return transport, re-stocking, disposal and associated charges.
8.4 All cancellation requests must be made in writing to the Customer's named account manager. Verbal cancellations are of no effect.
8.5 In the event that the Customer purports to cancel a Contract without the Company's written consent, the Company shall be entitled to treat such purported cancellation as a repudiatory breach of contract and to claim its full loss of profit and all other losses flowing from that breach.
Without prejudice to any other rights or remedies, the Company may immediately cancel any Contract and/or suspend all deliveries without liability if:
9.1 the Customer makes any voluntary arrangement with its creditors, proposes or enters into a company voluntary arrangement, enters administration, is unable to pay its debts as they fall due, makes application to a court to suspend enforcement action, goes into liquidation, becomes insolvent, or if the equivalent occurs under any jurisdiction;
9.2 an encumbrancer takes possession of, or a receiver or administrative receiver is appointed over, any of the property or assets of the Customer;
9.3 the Customer suspends any payments under the Contract or ceases, or threatens to cease, to carry on business; or
9.4 the Company reasonably considers that any of the events in Conditions 9.1 to 9.3 is about to occur.
Where an Insolvency Event occurs and Products have been delivered but not paid for, the full invoice value shall become immediately due and payable notwithstanding any previous agreement to the contrary. Retention of title provisions in Condition 4 shall continue to apply in full.
10.1 The Company warrants that Food Products shall comply with the Food Safety Act 1990, the Food Information Regulations 2014, Retained Regulation (EC) No. 178/2002 (as amended) and all other applicable food safety, food hygiene and food information legislation in force in the United Kingdom from time to time. The Company warrants that Non-Food Products shall comply with all applicable UK legislation in force from time to time.
10.2 All other warranties, conditions and representations relating to the Products, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by applicable law.
10.3 The Company gives no warranty in respect of Equipment. To the extent that the Company is able to do so, it shall assign or make available to the Customer the benefit of any manufacturer's warranty, at the Customer's sole cost and expense. The Customer's recourse in respect of defective Equipment shall be against the manufacturer only.
10.4 The Customer warrants that it: (a) is purchasing Products in the course of a business and not as a consumer; (b) will use Products in accordance with applicable food safety, food hygiene and food information legislation; (c) will maintain appropriate storage, handling and food safety management systems; and (d) will train its employees in appropriate food handling and allergen management procedures.
11.1 Nothing in these Terms and Conditions limits or excludes the Company's liability for: (a) death or personal injury caused by the Company's negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by applicable law.
11.2 Subject to Condition 11.1, in respect of Food Products the Company's liability is limited to Products consumed on or before the applicable 'Best Before' or 'Use By' date.
11.3 Subject to Condition 11.1, the Company's sole obligation in respect of any defective or damaged Products shall be, at its option: (a) to replace the Products; (b) to issue a credit note; or (c) to refund the invoice value. No other remedy shall be available.
11.4 Aggregate Cap. Subject to Condition 11.1, the Company's total aggregate liability to the Customer in connection with any Contract or series of related Contracts (whether in contract, tort including negligence, breach of statutory duty or otherwise) shall not exceed the greater of: (a) the total value of invoices raised by the Company to the Customer in the 12 calendar months immediately preceding the event giving rise to the claim; or (b) £100,000. This aggregate cap applies to all claims whether arising in contract, tort or otherwise.
11.5 Subject to Condition 11.1, the Company shall have no liability whatsoever for:
11.5.1 any loss or damage arising from abnormal conditions of storage, treatment or handling, or from any act, omission or negligence of the Customer or its employees, agents or representatives;
11.5.2 any claim for damage visible on inspection at the time of delivery, or for short delivery, unless Condition 7 has been fully complied with;
11.5.3 any claim arising from an invoice issued more than 3 months before the date on which the claim is received by the Company;
11.5.4 any loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss of reputation or any indirect, special or consequential loss of any kind whatsoever, whether or not the Company was advised of the possibility of such loss;
11.5.5 any failure to perform arising from a Force Majeure Event;
11.5.6 any loss, damage, claim, liability or expense arising from the Customer's failure to: (i) store Products at the required temperature or in accordance with storage instructions; (ii) comply with use-by or best-before dates; (iii) follow food preparation, hygiene or handling instructions; or (iv) comply with any applicable food safety, hygiene or food information legislation, including in relation to allergen communication to end consumers; or
11.5.7 any claim by a third party (including any end consumer of the Customer) arising from matters within the Customer's control.
11.6 Customer Indemnity. The Customer shall fully indemnify and keep indemnified the Company and its officers, employees, agents and subcontractors on demand against all losses, liabilities, claims, damages, costs (including legal costs on an indemnity basis) and expenses of any kind arising from or in connection with: (a) any breach by the Customer of these Terms and Conditions; (b) any negligent or wrongful act or omission of the Customer or its employees, agents or representatives; (c) the use, handling, storage, preparation or service of the Products after delivery; (d) any third-party claim (including any end consumer claim) arising from matters within the Customer's control; or (e) the Customer's failure to comply with any applicable legislation.
12.1 All intellectual property rights in the Products, the Company's website, catalogues, marketing materials and Brand Assets are and shall remain the sole property of the Company at all times. The Customer acquires no rights in any intellectual property of the Company except as expressly stated in these Terms and Conditions.
12.2 The Customer shall not use any Brand Assets in any marketing, promotional, social media, advertising or other material without the prior written consent of the Company's marketing department. Any permitted use shall comply strictly with any brand guidelines issued by the Company from time to time.
12.3 The Customer shall not reproduce, copy, duplicate, transmit, publish, display, distribute, sell or otherwise exploit any content from the Company's website or printed publications for any commercial purpose, including (without limitation) the collection or use of listings, descriptions or prices. Any unauthorised use terminates all permissions granted to the Customer and may give rise to a claim for damages.
12.4 Where the Customer creates any content, recipes, photographs or promotional materials incorporating the Company's Products or Brand Assets (whether or not with the Company's permission), the Customer hereby grants the Company a non-exclusive, royalty-free, perpetual licence to use such content for its own marketing and promotional purposes.
13.1 Pre-Order Products must be ordered with the lead time specified by the Company. Lead times vary by product.
13.2 The Company shall agree with suppliers the specification of Pre-Order Products based on the Customer's requirements. The Company shall notify the Customer of any price increases imposed by suppliers, which shall be passed on in full to the Customer.
13.3 The Customer shall be liable for the full cost of all Pre-Order Products ordered on its behalf regardless of subsequent changes in the Customer's requirements. The Company shall not be responsible for any costs resulting from shelf-life expiry, wastage, unordered stock, discontinuance or the Customer's failure to take delivery. In any such event the Company may charge the Customer the full selling price of all affected Pre-Order Products plus all disposal, return, storage and associated costs. The Customer shall indemnify the Company against all direct losses arising.
13.4 Pre-Order Products cannot be returned or their orders reduced except as provided in Condition 8.3.
14.1 The Company shall not be in breach of any Contract nor liable for any failure or delay in performance of its obligations under any Contract arising from a Force Majeure Event. The Company may at its discretion defer delivery, reduce volumes or cancel the Contract without liability.
14.2 "Force Majeure Event" means any circumstance beyond the Company's reasonable control, including without limitation: failure or delay by any supplier or manufacturer to supply Products to the Company; strike, lock-out or industrial action (whether or not involving the Company's own employees); fire, explosion, flood or natural disaster; epidemic or pandemic (whether or not declared by any authority); cyber-attack, ransomware, systems failure or data breach not caused by the Company's negligence; national or international trade restrictions, sanctions, import or export controls, tariff changes or port disruption; closure of or disruption to transport networks; unusually severe weather; failure of power, utilities or telecommunications infrastructure; or any act of any governmental, regulatory or judicial authority.
14.3 Where the Company cancels a Contract pursuant to this Condition 14, the Customer's sole and exclusive remedy shall be a refund of sums paid in respect of undelivered Products. The Company shall have no further liability of any kind arising from such cancellation.
14.4 The Company shall notify the Customer as soon as reasonably practicable upon becoming aware of a Force Majeure Event affecting its ability to perform.
15.1 The Customer undertakes not to disclose at any time any confidential information concerning the business, affairs, customers, suppliers, pricing, financial information or operations of the Company to any third party whatsoever.
15.2 The Customer may disclose the Company's confidential information: (a) to its employees, officers, representatives or advisers who need to know such information to fulfil the Customer's obligations under the Contract, provided such persons are bound by equivalent obligations of confidentiality; and (b) as required by law, court order or any regulatory authority, provided the Customer gives the Company maximum advance notice practicable.
15.3 The Customer shall not use the Company's confidential information for any purpose other than the performance of its obligations under the Contract.
15.4 The obligations in this Condition 15 shall survive termination of the Contract for a period of 5 years.
16.1 Failure or delay by the Company in enforcing any provision of the Contract shall not constitute a waiver of any rights. Any waiver by the Company of any breach or default shall not be deemed a waiver of any subsequent breach or default.
16.2 If any provision of the Contract is found to be wholly or partly illegal, invalid, void, voidable or unenforceable, it shall be deemed severable and the remaining provisions shall continue in full force and effect.
16.3 The Company may assign, transfer, subcontract or otherwise deal with its rights and obligations under the Contract without restriction. The Customer may not assign or transfer any right or obligation under the Contract without the Company's prior written consent.
16.4 Notices. Formal written notices under these Terms and Conditions may be given: (a) by pre-paid first class post to the registered office of the addressee (deemed received 2 Business Days after posting); or (b) by email to the party's designated notice email address (deemed received on the next Business Day following transmission, provided no delivery failure notification is received). The Company's notice email address is legal@dunstersfarm.co.uk. Day-to-day communications including orders, delivery instructions and invoices may be sent by email or through the Company's online ordering platform and shall be deemed received on transmission.
16.5 The parties do not intend any term of the Contract to be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.
16.6 The Contract and any dispute or claim arising out of or in connection with it shall be governed by the laws of England and Wales. The Company and the Customer submit to the exclusive jurisdiction of the English Courts.
16.7 Where the Customer is a partnership, the liability of each individual partner to the Company is joint and several.
16.8 The signature or electronic confirmation of any person purporting to act with the Customer's authority shall bind the Customer, and the Customer shall be liable for all Products ordered using its Customer account number or login credentials.
16.9 No partnership, agency or joint venture is created by these Terms and Conditions or any Contract.
17.1 The Company shall use reasonable endeavours to provide accurate Allergen Information for Food Products, based on information received from suppliers and manufacturers.
17.2 The Customer acknowledges that: (a) Allergen Information is provided in good faith based on supplier declarations and may not reflect subsequent changes in formulation or manufacturing; (b) product recipes and manufacturing processes may change without notice; (c) products may be manufactured in facilities handling other allergens; and (d) the Company cannot guarantee that any Food Product is free from cross-contamination or trace allergens.
17.3 The Customer is solely responsible for: (a) verifying all Allergen Information before offering any Product to its own customers; (b) maintaining its own allergen management procedures in compliance with all applicable legislation; (c) communicating accurate allergen information to end consumers; and (d) ensuring compliance with the Food Information Regulations 2014, Retained Regulation (EU) No. 1169/2011, and all other applicable food information legislation.
17.4 The Company shall have no liability for any loss, injury, damage or claim arising from: (a) inaccuracy in allergen information provided by a supplier or manufacturer; (b) changes in product formulation not notified to the Company before delivery; or (c) the Customer's failure to comply with its obligations under Condition 17.3.
17.5 Nothing in this Condition 17 limits the Company's liability for death or personal injury caused by its own negligence.
18.1 Each party shall comply with all applicable Data Protection Legislation in connection with the performance of the Contract.
18.2 The Customer acknowledges that the Company will process personal data of the Customer's employees, officers and representatives as an independent data controller for the purposes of: (a) administering the customer account; (b) processing and fulfilling orders; (c) issuing invoices and recovering debts; (d) communicating about Products and services; and (e) complying with legal obligations. The Company's lawful basis for such processing is legitimate interests and, where applicable, the performance of the Contract.
18.3 The Customer warrants that it has all necessary authority to provide personal data of its personnel to the Company and that such provision does not infringe any individual's rights under Data Protection Legislation.
18.4 The Company may share personal data with: (a) group companies; (b) logistics and delivery providers; (c) payment processors and financial institutions; (d) credit reference and fraud prevention agencies; and (e) debt collection agencies and legal advisers. Full details are set out in the Company's Privacy Policy at https://orders.dunstersfarm.com/, which forms part of the Company's obligations to data subjects but does not form part of the Contract.
19.1 The Customer warrants that it: (a) has not committed and shall not commit any offence under the Bribery Act 2010; (b) has and shall maintain adequate procedures to prevent bribery by its associated persons; and (c) shall promptly notify the Company of any actual or suspected breach of this warranty.
19.2 The Customer warrants that it: (a) complies with all applicable laws relating to anti-slavery and human trafficking, including the Modern Slavery Act 2015; (b) has not used and shall not use forced, compulsory or trafficked labour in its operations or supply chain; and (c) shall notify the Company immediately of any actual or suspected slavery or human trafficking in its supply chain.
19.3 Breach of this Condition 19 shall entitle the Company to terminate the Contract immediately by written notice without liability.
20.1 The Company may suspend the Customer's account and cease to accept or fulfil orders immediately and without liability by written notice where:
20.1.1 any invoice remains unpaid for more than 7 days after its due date, whether or not the Company has previously notified the Customer of the overdue balance;
20.1.2 the Customer has exceeded its credit limit;
20.1.3 an Insolvency Event has occurred or the Company reasonably believes one is imminent;
20.1.4 the Customer has committed a material or persistent breach of these Terms and Conditions;
20.1.5 the Customer has provided false or misleading information in connection with its credit application, account registration or any order; or
20.1.6 the Company has reasonable grounds to believe the Customer is unable or unwilling to pay its debts as they fall due.
20.2 For the avoidance of doubt, the Company's right to suspend under Condition 20.1.1 arises automatically upon the relevant period expiring and is not conditional on the Customer having been separately notified of the overdue balance prior to suspension, save where the Company has expressly agreed otherwise in writing.
20.3 Reinstatement of a suspended account is at the Company's sole discretion and may be subject to conditions including (without limitation) payment in advance, reduction of credit limit or provision of a personal guarantee.
20.4 The Company shall have no liability to the Customer for any losses arising from suspension of the Customer's account in accordance with this Condition 20, including any loss of profit, loss of sales, loss of customers or any other commercial loss.
21.1 The parties shall attempt to resolve any Dispute arising out of or in connection with the Contract through the escalation procedure in this Condition 21 before commencing court proceedings, save that either party may apply for urgent injunctive or other interim relief at any time.
21.2 Either party wishing to raise a Dispute shall serve a written Dispute Notice on the other specifying the nature of the Dispute in reasonable detail.
21.3 Within 10 Business Days of a Dispute Notice, the parties' account managers (or equivalent commercial representatives) shall meet (in person, by telephone or video) and attempt in good faith to resolve the Dispute.
21.4 If the Dispute is not resolved within 10 Business Days of that meeting, either party may escalate to a director or senior officer of each party, who shall meet within a further 10 Business Days and attempt in good faith to resolve the Dispute.
21.5 If the Dispute remains unresolved following Condition 21.4, either party may refer it to the courts in accordance with Condition 16.6.
21.6 The Company's right to pursue debt recovery, suspend accounts, or take urgent action to protect its commercial interests shall not be affected by this Condition 21 and shall not require completion of the escalation procedure.
22.1 These Terms and Conditions are accepted by the Customer upon the earlier of: (a) placement of an order with the Company; (b) execution of a credit account application; or (c) acceptance of Products from the Company.
22.2 Where required by the Company, the Customer shall execute a copy of these Terms and Conditions as a deed to confirm acceptance. Execution electronically shall be binding with the same effect as a wet ink signature.