Terms and Conditions

1. Definitions

In these Terms of Service:

• "We", "us", "our" means Produce Network Limited
• "You", "your" means the member business and its authorised representatives
• "Services" means the food supply and delivery services we provide
• "Membership" means your approved status to order through our platform
• "Products" means food produce and related items available through our Services
• "Order" means a request to purchase Products submitted through our ordering system
• "Delivery Window" means the agreed time period during which deliveries will be made

2. Membership

2.1 Application and Approval

Produce Network operates on a membership basis. All applications are subject to review and approval at our sole discretion. We may decline applications without providing reasons. Membership is granted to the legal business entity, not to individuals.

2.2 Membership Requirements

To maintain membership, you must:

• Be a registered food business operating in Greater London
• Maintain a minimum monthly order volume as specified in your membership agreement
• Comply with all payment terms
• Provide accurate and up-to-date contact and delivery information
• Maintain appropriate food handling licenses and certifications

2.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorised use.

3. Orders and Delivery

3.1 Ordering

Orders must be placed before the cut-off time specified in your membership agreement. All orders are subject to availability. We reserve the right to reject orders if stock is unavailable or your account is not in good standing.

3.2 Delivery Windows

Deliveries are made within your agreed delivery window (typically 2am–6am). While we aim for consistent delivery times, delivery windows are estimates and not guarantees. We are not liable for delays caused by factors outside our reasonable control.

3.3 Delivery Requirements

You must ensure:

• Safe access to your delivery location during the delivery window
• Adequate refrigeration/storage facilities for delivered products
• Prompt inspection of deliveries upon receipt

3.4 Minimum Order Values

Minimum order values apply as specified in your membership agreement. Orders below the minimum may be subject to a small order surcharge.

4. Pricing and Payment

4.1 Prices

Prices are as quoted at the time of order. Some products have structured pricing (quarterly fixed prices); others are priced at market rates. All prices are exclusive of VAT unless otherwise stated.

4.2 Payment Terms

Payment terms are as specified in your membership agreement and are subject to credit approval. Standard payment terms are 7 days from invoice date. We may require advance payment or security for new accounts.

4.3 Late Payment

Late payment may result in:

• Suspension of further orders until the account is brought up to date
• Interest charges at 4% above the Bank of England base rate
• Recovery costs as permitted under the Late Payment of Commercial Debts legislation
• Membership review and potential termination

5. Quality and Returns

5.1 Quality Standards

We maintain rigorous quality control on all products. Products are checked for quality before dispatch and are transported in temperature-controlled vehicles.

5.2 Reporting Issues

Any quality issues or discrepancies must be reported within 24 hours of delivery. Reports should include photos where possible and be submitted through our designated channels (WhatsApp, email, or account manager).

5.3 Credits and Replacements

Where we accept a quality complaint, we will issue a credit to your account or arrange a replacement delivery at our discretion. We are not liable for consequential losses arising from product quality issues.

6. Substitutions

Your substitution preferences are established during onboarding and can be updated at any time. We categorise substitutions as:

• Full substitution: We may substitute like-for-like at similar quality and price
• Call first: We will contact you before making any substitution
• No substitution: The item will be marked as unavailable; no replacement sent

We will never substitute outside your agreed preferences without prior approval.

7. Your Obligations

As a member, you agree to:

• Provide accurate information in your application and maintain its accuracy
• Pay invoices in accordance with agreed payment terms
• Ensure safe access for deliveries
• Handle and store products appropriately upon receipt
• Report quality issues promptly
• Treat our staff and delivery personnel with respect
• Comply with all applicable food safety and health regulations
• Not resell products to third parties without our prior consent

8. Our Obligations

We commit to:

• Supply products that meet food safety standards
• Maintain cold chain integrity during transport
• Provide accurate product information and pricing
• Deliver within your agreed delivery window where reasonably possible
• Respond to quality complaints within 24 hours
• Handle your data in accordance with our Privacy Policy
• Provide reasonable notice of price changes for structured-price products

9. Liability

9.1 Limitation of Liability

Our liability for any claim arising from or in connection with the Services is limited to the value of the affected order or, for ongoing issues, the average monthly order value over the preceding three months.

9.2 Exclusions

We are not liable for:

• Indirect, consequential, or special losses
• Loss of profits, business, or revenue
• Loss of data or goodwill
• Losses arising from your failure to inspect products on delivery
• Losses arising from improper storage after delivery

9.3 Nothing Excluded

Nothing in these terms excludes or limits our liability for death or personal injury caused by our negligence, fraud, or any other liability that cannot be excluded by law.

10. Termination

10.1 Termination by Either Party

Either party may terminate membership with 30 days' written notice. Outstanding balances remain payable upon termination.

10.2 Immediate Termination

We may terminate membership immediately if you:

• Breach these terms materially
• Fail to pay invoices after reasonable reminder
• Become insolvent or enter administration
• Engage in conduct that adversely affects our operations, staff, or reputation

10.3 Effect of Termination

Upon termination, all outstanding invoices become immediately due. We will retain your data in accordance with our Privacy Policy.

11. Intellectual Property

All intellectual property rights in our brand, website, ordering systems, market intelligence reports, and other materials remain our property. You may not reproduce, distribute, or create derivative works from our materials without our written consent.

12. Confidentiality

Both parties agree to keep confidential any non-public information received during the membership relationship, including pricing terms, business practices, and customer data. This obligation survives termination of membership.

13. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, pandemics, labour disputes, supply chain disruptions, government actions, or infrastructure failures. We will notify you promptly of any force majeure event affecting our Services.

14. General Provisions

14.1 Entire Agreement

These terms, together with your membership agreement, constitute the entire agreement between us and supersede all prior discussions or agreements.

14.2 Amendments

We may amend these terms with 30 days' notice. Continued use of the Services after amendments take effect constitutes acceptance.

14.3 Severability

If any provision of these terms is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14.4 No Waiver

Failure to enforce any right or provision of these terms shall not constitute a waiver of that right or provision.

15. Governing Law

These terms are governed by English law. Any disputes shall be subject to the exclusive jurisdiction of the English courts.

16. Contact

For questions about these terms, contact us at: