Terms of sale
Last Updated: March 2025
These terms and conditions shall apply to any order or request placed or made to us by you at any time by any means of communication. By placing any order or making any request for our goods, you hereby agree to these terms and conditions.
1. INTERPRETATION
1.1 Definitions
Account Form: the Edesia Fine Foods Credit Application Form which you signed before making your first Order with us (which sets out, amongst other things, the payment terms and delivery information applicable to you).
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Contract: the contract between us and you for the sale and purchase of the Goods in accordance with these Terms.
Customer: the person or firm who purchases the Goods from the Supplier, to include references to you and your.
Force Majeure Event: an event or circumstance beyond a party’s reasonable control without limitation:
a) acts of God, flood, drought, earthquake or other natural disaster;
b) epidemic or pandemic;
c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
d) nuclear, chemical or biological contamination, or sonic boom;
e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
f) collapse of buildings, fire, explosion or accident; and
g) any labour or trade dispute, strikes, industrial action or lockouts;
h) non-performance by suppliers or subcontractors; and
i) interruption or failure of utility service.
Goods: the goods (or any part of them) requested by you in an Order at any time and by any means of communication, to be supplied by us to you.
Order: your order for the Goods, as requested by you at any time and by any means of communication.
Our Order Email Address: lana@edesaifinefoods.co.uk or such other order email address as we may notify to you from time to time
Our Telephone Number: 07494418208 or such other order telephone number as we may notify to you from time to time
Supplier: Edesia Fine Foods Limited (a company incorporated and registered in England and Wales with company number 13765080 and whose registered office is at St John’s Court, Easton Street, High Wycombe, HP11 1JX), to include references to we, us and our.
Terms: the terms and conditions set out in this document as amended from time to time.
1.2 a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.3 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.4 a reference to writing or written includes emails.
2. PLACING AN ORDER & ITS ACCEPTANCE
2.1 Opening an account
Orders may only be submitted us once an account with us has been opened and the Credit Account Application Form completed and signed by you.
2.2 Placing your Order
Each Order, however communicated to us, is an offer by you to buy the Goods subject to these Terms. Orders must be received by us before the following times: Thursday by 12 midday for Goods to be delivered the following Thursday. An Order may only be amended by sending an email to our order Email Address before 11am on a Friday morning. The minimum order requirement is £1000. Any order of smaller value will be subject to delivery charges agreed in writing prior to delivery.
2.3 Correcting input errors. You are solely responsible for ensuring that your Order and any specification submitted by you is complete and accurate.
2.4 Acceptance of your Order. When you send an Order to Our Order Email Address, you may receive an email acceptance from us, but in any event your Order is accepted by us unless you receive a notification from us on or before the morning of delivery, in writing or via telephone, to inform you that your Order (or any part of your Order) has not been accepted. The Contract, however, is formed when we start processing your Order.
2.5 If we cannot accept your Order. If we are unable to fulfil part or all of your Order for any reason, we will inform you of this by email or telephone. If there is only part of your Order which we cannot fulfil, we will give you the option of removing those Goods which we cannot provide from your Order and processing the remainder or cancelling the entire Order. If we cannot fulfil any of your Order, we will inform you by telephone or email and we will not process your Order. If you have already paid for the Goods we cannot provide, we will refund you the full amount including any delivery costs charged (if the entire Order has been cancelled) as soon as possible.
3. OUR GOODS
3.1 Any images of the Goods on the Website or in any brochure, magazine or trade publication are for illustrative purposes only. Although we have made every effort to display accurate examples of the Goods, we cannot guarantee that the Goods will exactly match the images used on our website or that your computer’s display of the colours accurately reflect the colour of the Goods. Your Goods may vary slightly from those images.
3.2 The packaging of your Goods may vary from that shown on images on the Website.
3.3 We reserve the right to amend the specification of the Goods at any time if required by any applicable statutory or regulatory requirement.
4. DELIVERY, TRANSFER OF RISK & TITLE
4.1 We will deliver the Goods to the location set out in your Account Form or such other location as the parties may agree (Delivery Location). Any times quoted for delivery are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event (see clause 12 for further details) or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. Delivery may be made by us in advance of the quoted delivery date upon giving reasonable notice to you.
4.2 Delivery is completed on the completion of unloading the Goods at the Delivery Location and the Goods will be at your risk and deemed accepted by you from the time of signature (on your behalf by your employees or agents), unless otherwise agreed by us in writing.
4.4 You own the Goods once we have received payment in full, including of all applicable delivery charges.
4.5 Our transportation company will ensure they arrive in time for their booking or agreed delivery window. The following unloading times must be adhered to: 1 hour for deliveries up to 4 pallets and 2 hours for deliveries of 5+ pallets. Any issues with delays on the road or vehicle issues such as breakdowns, will be communicated as soon as possible to your Goodsin team, supply chain or buyer. If our transportation company’s driver is not tipped within the permitted unloading time, you will be liable for demurrage. Demurrage charge – £50 per hour or part thereof.
5. DAMAGES, SHORTAGES & REFUND
5.1 If we incorrectly deliver any Goods or if any Goods are damaged on delivery, you must inform us within 24 hours in writing to our Email Address and clearly mark the delivery note at the time of the delivery for proof. We accept no liability for any damage or shortage not so notified.
5.2 If you have rejected any Goods to us under this clause 5 because they are mis-described, incorrect or not in compliance with our quality warranty at clause 9, we will refund the price of the Goods to your account with us.
6. NO INTERNATIONAL DELIVERY
6.1 Unfortunately, we do not deliver to addresses outside the UK.
6.2 You may place an order for Goods from outside the UK, but this order must be for delivery to an address in the UK.
7. PRICE OF GOODS & OUR CHARGES FOR DELIVERY
7.1 The prices of the Goods shall be the price set out in our price list as at the date of delivery. We use our best efforts to ensure that the prices of Goods are checked at the time of order processing. However, please see clause 7.5 for what happens if we discover an error in the price of Goods you ordered.
7.2 Prices for our Goods may change from time to time in addition to incidental changes to prices due to external price fluctuations and general supply and demand. We will endeavour to provide you with at least 1 weeks notice of any changes before they are applied.
7.3 Where applicable, the price of Goods excludes VAT at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your Order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
7.4 The price of the Goods does not include delivery charges. Our delivery charges vary depending upon the Delivery Location.
7.5 We sell a large number of Goods. It is always possible that, despite our best efforts, some of the Goods may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
(a) where the Goods’ correct price is less than the price stated to you, we will charge the lower amount when dispatching the Goods to you or, if you have paid for the Goods when placing your Order, we shall refund the difference to your account with us; and
(b) if the Goods’ correct price is higher than the price stated to you when you placed the Order, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your Order. We will not process your Order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the Order as cancelled and notify you in writing. However, if we mistakenly accept and process your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mis-pricing, we may cancel supply of the Goods and refund you any sums you have paid.
8. PAYMENT
8.1 You can only place an Order once you have opened an account with us. We shall invoice you in respect of an Order on or at any time after we begin processing that Order and you shall pay for the Goods in accordance with the payment terms set out in your Credit Account Application Form.
8.2 Payment of our invoices must be made in full via your agreed payment terms 30 days from invoice, however, your first order with us will require a pro forma payment.
8.3 If we have any reasonable concern about your financial or trading position and/or if you are late or habitually late paying our invoices, we reserve the right, by written notice from time to time, to suspend your account with us and require you to pay in advance for any Orders.
8.4 If you fail to make any payment due to us under the Contract by the due date for payment, then you shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
8.5 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting any other rights or remedies it may have, set off any amount owing to us by you against any amount payable by us to you.
9. OUR WARRANTY FOR THE GOODS
9.1 The Goods are intended for use only in the UK. We warrant that the Goods are, at the time of delivery, compliant with technical, safety, labelling and other legal requirements in the UK (including the Food Safety Act 1990 (as amended)). Where the Goods are subsequently exported or otherwise transported from the Delivery Location, we accept no responsibility for damage in transit, or for any customs requirements or duty.
9.2 The Goods are supplied at the temperature appropriate to that food. Goods will be delivered in good condition and we do not accept responsibility where the Goods have not been stored or handled following delivery of the Goods to the Delivery Location in accordance with your instructions.
9.3 Subject to clause 9.4, if:
(a) you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranties set out in clauses 9.1 or 9.2;
(b) we are given a reasonable opportunity of examining the Goods; and
(c) if we ask you to do so, you return the Goods to us at our cost,
we will, at our option, replace the defective Goods or refund the price of the defective Goods in full.
9.4 We will not be liable for breach of any of the warranties set out in clauses 9.1 and 9.2 if:
(a) you make any further use of the Goods after giving notice to us under clause 9.3;
(b) you alter the Goods without our written consent;
(c) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal or incorrect storage or working conditions; or
(d) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
9.5 We will only be liable to you for the Goods’ failure to comply with the warranties set out in clauses 9.1 and 9.2 to the extent set out in this clause 9.
9.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
9.7 These Terms also apply to any repaired or replacement Goods supplied by us to you.
10. LIMITATION OF LIABILITY
10.1 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) any other liability that cannot be limited or excluded by law.
10.2 If we fail to deliver the Goods, subject to clause 10.1, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by a Force Majeure Event, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
10.3 Subject to clause 10.1, we will under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
10.4 Subject to clause 10.1 and save as set out in clause 10.2, our total liability to you for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed £500,000.
10.5 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
11. TERMINATION OR SUSPENSION
11.1 Without limiting any of our other rights, we may refuse to fulfil any Order if you fail to pay any amount due under the Contract by the relevant due date for payment.
11.2 Without limiting any of our other rights, we may 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;
(b) you fail to pay any amount due under the Contract by the relevant due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
11.3 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
11.4 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.
12. EVENTS OUTSIDE OUR CONTROL
12.1 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 a Force Majeure Event.
12.2 If a Force Majeure Event 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 Force Majeure Event. Where the Force Majeure Event affects our delivery of Goods to you, we will arrange a new delivery date with you after the Force Majeure Event is over.
12.3 You may cancel the Contract affected by a Force Majeure Event which has continued for more than 30 days. To cancel, please contact us and we will refund the price you have paid for the undelivered Goods, plus any applicable delivery charges.
13. GENERAL PROVISIONS
13.1 These Terms apply to both the Order and the Contract. No other terms are implied by trade, custom, practice or course of dealing.
13.2 Entire agreement.
(a) The Contract constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Terms, the Account Form and the Order. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Terms, the Account Form and the Order.
13.3 Assignment and other dealings.
(a) We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without our prior written consent.
13.4 Variation. Except as set out in these Terms, no variation of a Contract shall be effective unless it is in writing and signed by all parties to it (or their authorised representatives).
13.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
13.7 Third party rights. No one other than a party to the Contract shall have any right to enforce any of its terms.
13.8 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
13.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
13.10 Notices
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier, or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.10(a); if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.