These terms and conditions ("Terms") govern the supply of goods by Island Imports Limited to business customers. Please read them carefully.
1. Definitions and Interpretation
1.1 In these Terms, the following definitions apply:
"Business Day" means a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
"Buyer" means the business, firm, company, or other entity that purchases Goods from the Seller, as identified in the Order.
"Commencement Date" means the date on which the Seller accepts an Order in accordance with clause 2.
"Delivery Point" means the address for delivery specified in the Order or, in the case of a Standing Order, the address on file with the Seller.
"Goods" means the fresh produce, foodstuffs, and other products that the Seller supplies to the Buyer, as described in the Order or the Seller's current product list.
"Order" means the Buyer's order for Goods, whether placed by telephone, WhatsApp, the Seller's ordering portal, or other method accepted by the Seller.
"Perishable Goods" means fresh produce and any other Goods that have a limited shelf life and require temperature-controlled storage and/or transport, including fresh fruit and fresh vegetables.
"Price List" means the Seller's current schedule of prices for Goods, as amended from time to time in accordance with clause 4.
"Seller" means Island Imports Limited, a company registered in England and Wales under company number 13809031, whose registered office is at Cinch Self Storage, Houghton Regis, LU5 5BJ.
"Standing Order" means a recurring order arrangement whereby the Buyer agrees to receive specified Goods on a regular weekly basis, as described in clause 3.4.
1.2 In these Terms: a reference to a statute includes any amendment or re-enactment of it; a reference to "writing" or "written" includes email and WhatsApp messages; headings are for convenience only; and words in the singular include the plural and vice versa.
2. Basis of Contract
2.1 These Terms apply to all contracts for the supply of Goods by the Seller to the Buyer, to the exclusion of any other terms the Buyer seeks to impose or that are implied by trade custom, practice, or course of dealing.
2.2 An Order constitutes an offer by the Buyer to purchase Goods in accordance with these Terms. The Seller is not bound by any Order until it has been accepted, whether by written confirmation, verbal confirmation, or by the Seller commencing delivery of the relevant Goods.
2.3 Any descriptions or illustrations on the Seller's website, catalogues, or brochures are produced only to give an approximate idea of the Goods. They do not form part of the contract or have contractual force.
2.4 A quotation for the Goods shall not constitute an offer and is only valid for 7 Business Days from its date of issue, unless otherwise stated.
3. Orders and Standing Orders
3.1 The Buyer may place Orders by telephone, by WhatsApp message to the Seller's designated business number, through the Seller's ordering portal where available, or by such other method as the Seller may accept.
3.2 Each Order shall specify the Goods required, the quantity of each item, the requested delivery date, and the Delivery Point if different from the address on file.
3.3 The Buyer may amend or cancel an Order by giving the Seller written notice. For Orders that include Perishable Goods, amendments or cancellations must be received no later than 24 hours before the scheduled delivery date. Amendments or cancellations received after this deadline may be accepted at the Seller's discretion, and the Buyer shall be liable for any costs incurred as a result, including the cost of Goods already sourced or in transit.
Standing Orders
3.4 The Buyer may establish a Standing Order by agreement with the Seller. A Standing Order shall specify: (a) the Goods and minimum weekly quantities (the "Baseline Order"); (b) the Buyer's designated delivery day(s); and (c) the Adjustment Cutoff Day and time by which the Buyer must notify any variations or cancellations for that week's delivery, which shall be not less than three (3) days before the scheduled delivery day unless otherwise agreed in writing. The Baseline Order shall automatically repeat weekly unless varied or cancelled in accordance with this clause.
3.5 Adjustment Window. The Buyer may vary the quantities in a Standing Order by giving written notice before the Adjustment Cutoff. If no variation is received by the Adjustment Cutoff, the Baseline Order shall be fulfilled as-is.
3.6 Weekly Cancellation. The Buyer may cancel a specific week's delivery in full by giving written notice before the Adjustment Cutoff. Cancellations received after the Adjustment Cutoff shall not be accepted for that week, and the Buyer shall be liable for the cost of any Goods already sourced in reliance on the Standing Order.
3.7 Minimum Commitment Period. A Standing Order has a minimum commitment period of 4 weeks from the first delivery. During this period the Buyer may vary quantities or cancel individual weeks under clauses 3.5 and 3.6 but may not permanently cancel the Standing Order.
3.8 Permanent Cancellation. After the Minimum Commitment Period, either party may permanently cancel a Standing Order by giving the other not less than 7 days' written notice, taking effect from the next delivery date after the notice period expires.
3.9 Supplier Order Day. The Seller places aggregate orders with its suppliers on a designated day each week. The Adjustment Cutoff shall always fall before that day. Once the Seller has ordered from its suppliers, it cannot accept cancellations or reductions for that week without the Buyer bearing the cost of Goods already ordered.
3.10 Weight Tolerance. Fresh produce is a natural product and actual weights may vary. A tolerance of plus or minus 10% by weight is permitted on any individual product line, and the invoice reflects the actual weight delivered.
3.11 Substitution. If any Goods are unavailable, the Seller shall notify the Buyer as soon as reasonably practicable and shall not substitute Goods without the Buyer's consent. If the Buyer does not consent, the unavailable items are removed from the Order and the invoice adjusted.
3.12 Minimum order values and delivery areas may apply and will be communicated to the Buyer on request.
4. Price and Payment
4.1 The price of the Goods shall be the price in the Seller's current Price List at the date of the Order, unless otherwise agreed in writing. All prices are exclusive of VAT.
4.2 Price Review. Either party may request a price review by giving not less than 14 days' written notice. Existing prices continue to apply throughout the notice period and until new prices are agreed. Reviews consider market wholesale prices, supplier costs, exchange rates, freight, and import duties, and both parties shall negotiate in good faith.
4.3 For fresh produce subject to significant seasonal price fluctuation, the parties may agree a price band, with the actual price for each delivery confirmed by the Seller before that week's Adjustment Cutoff.
4.4 Payment. The Buyer shall pay each invoice in full within 30 days of the invoice date, unless the parties have agreed cash on delivery or other terms in writing. Time of payment is of the essence.
4.5 If the Buyer fails to pay on time, the Seller may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% per annum above the Bank of England base rate, claim fixed-sum debt recovery compensation, suspend further deliveries, and require payment in advance for future Orders.
5. Delivery
5.1 The Seller shall deliver to the Delivery Point on the agreed delivery day. Delivery is completed when the Goods are unloaded and signed for by the Buyer or its representative.
5.2 Goods may be delivered by the Seller's own vehicle, a hired driver, or a third-party logistics provider. The Seller remains responsible for the Goods until delivery is completed.
5.3 Delivery times and dates are estimates only. The Seller is not liable for delay caused by a Force Majeure Event, the Buyer's failure to provide adequate instructions, or any cause beyond the Seller's reasonable control.
5.4 If the Buyer is not available to accept delivery, the Seller may leave the Goods (in which case risk passes to the Buyer), attempt re-delivery on the next available day (a re-delivery fee may apply), or return the Goods and arrange re-delivery.
6. Acceptance, Inspection, and Rejection
6.1 The Buyer shall inspect the Goods on delivery and, for Perishable Goods, complete that inspection within 24 hours.
6.2 If the Goods do not conform to the Order or are defective, the Buyer shall notify the Seller in writing within 24 hours of delivery for Perishable Goods, or within 48 hours for non-perishable Goods, specifying the defect and, where possible, providing the Order or Delivery Note number, the product and quantity affected, and photographs.
6.3 Goods not rejected in accordance with clause 6.2 shall be deemed accepted.
6.4 Where the Buyer validly rejects Goods, the Seller shall at its option supply replacement Goods on the next delivery, issue a credit note, or refund the price of the defective Goods.
6.5 The Seller is not liable for any defect arising from fair wear and tear, wilful damage, negligence, abnormal storage conditions, or the Buyer's failure to store the Goods in accordance with the Seller's recommendations, including temperature requirements.
7. Quality and Food Safety
7.1 The Seller warrants that on delivery the Goods shall conform in all material respects to their description, be of satisfactory quality within the meaning of the Sale of Goods Act 1979, be fit for any purpose held out by the Seller, and comply with applicable food safety legislation, including the Food Safety Act 1990 and the Food Safety and Hygiene (England) Regulations 2013.
7.2 The Buyer acknowledges that fresh produce is a natural product and that reasonable variations in size, weight, shape, colour, and appearance are inherent and do not constitute a defect.
7.3 Once delivery is completed, the maintenance of appropriate storage and temperature conditions is the sole responsibility of the Buyer.
7.4 Allergen Information. The Seller provides allergen information in accordance with the Food Information Regulations 2014. Certain Goods may contain one or more of the 14 major allergens. The Buyer shall communicate allergen information to its own customers and implement its own allergen management procedures after delivery.
7.5 Traceability. The Seller maintains traceability records in accordance with Article 18 of Regulation (EC) No 178/2002 (as retained in UK law) and can identify its suppliers one step back and its customers one step forward.
7.6 Product Recall. Where the Seller has reason to believe any Goods do not comply with food safety requirements, it shall notify affected Buyers without undue delay, provide full details, and issue clear instructions. On receipt of a recall notice the Buyer shall immediately cease sale of the affected Goods, hold them securely, and cooperate with the recall.
8. Title and Risk
8.1 Risk in the Goods passes to the Buyer on completion of delivery.
8.2 Title to the Goods does not pass to the Buyer until the Seller has received payment in full for the Goods and all other sums due from the Buyer on any account.
8.3 Until title passes, the Buyer shall hold the Goods as the Seller's fiduciary agent, keep them insured, and not remove or obscure any identifying mark. The Seller may recover Goods in which title has not passed and, for that purpose, enter any premises where they are stored on giving 24 hours' written notice (except in cases of urgency).
9. Limitation of Liability
9.1 Nothing in these Terms limits or excludes the Seller's liability for death or personal injury caused by its negligence, for fraud, for breach of the terms implied by section 12 of the Sale of Goods Act 1979, or for any liability that cannot lawfully be limited.
9.2 Subject to clause 9.1, the Seller is not liable for loss of profit, loss of business, loss of goodwill, or any indirect or consequential loss; and the Seller's total aggregate liability shall not exceed 100% of the total price paid for the affected Goods in the 12-month period before the claim arose.
9.3 The Seller is not liable for any deterioration in Perishable Goods after delivery resulting from the Buyer's failure to store them in accordance with the Seller's recommended conditions.
10. Force Majeure
10.1 Neither party is in breach of the contract or liable for any delay or failure to perform resulting from a Force Majeure Event, including crop failure or harvest shortage, extreme weather, supplier default, shipping or freight disruption, customs delay, government action, epidemic or pandemic, war or civil unrest, industrial action, fire, or failure of utilities.
10.2 A party claiming relief shall promptly notify the other, use reasonable endeavours to mitigate, and resume performance as soon as reasonably practicable. If the Force Majeure Event continues for more than 30 consecutive days, either party may terminate the affected Orders on 7 days' written notice.
11. Returns and Credit Notes
11.1 The Buyer may return Goods only in accordance with clause 6 and this clause 11, and only with the Seller's prior written authorisation. No return of Perishable Goods is accepted after 24 hours from delivery unless the defect was present at delivery and not reasonably discoverable within that period.
11.2 Where the Seller accepts a return or upholds a complaint, it shall issue a credit note within 5 Business Days, reflecting the cost of the affected Goods. Credit notes are applied against the Buyer's next invoice.
12. Confidentiality
12.1 Each party shall keep confidential the business, affairs, customers, and suppliers of the other, except disclosure to those who need to know for the performance of the contract or as required by law.
12.2 The Buyer shall not disclose the Seller's pricing, margins, supplier details, or commercial terms to any third party without the Seller's prior written consent.
13. Data Protection
13.1 Both parties shall comply with the UK GDPR and the Data Protection Act 2018. The Seller's privacy policy is available on request and at islandimports.co.uk/privacy-policy.
13.2 The Seller processes personal data provided by the Buyer for order fulfilment and delivery, invoicing and credit management, service communications, and compliance with its legal obligations, on the lawful bases of contract performance, legitimate interests, and, where applicable, consent.
14. Termination
14.1 Either party may terminate the contract, including all outstanding Orders and Standing Orders, by giving the other not less than 30 days' written notice.
14.2 The Seller may terminate with immediate effect if the Buyer commits a material breach that is not remedied within 14 days, has 3 or more invoices overdue at one time, or becomes subject to an insolvency event.
14.3 On termination, the Buyer shall immediately pay all outstanding invoices, and clauses which by their nature survive termination shall continue in force.
15. Anti-Bribery and Modern Slavery
15.1 Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and with the Modern Slavery Act 2015, and shall not engage in or condone any form of modern slavery or human trafficking. Breach of this clause is a material breach entitling the other party to terminate immediately.
16. Dispute Resolution
16.1 If a dispute arises, the parties shall first attempt in good faith to resolve it by negotiation between senior representatives.
16.2 If not resolved within 14 days, the parties shall attempt mediation in accordance with the CEDR Model Mediation Procedure before commencing court proceedings. Nothing prevents either party from seeking urgent interim or injunctive relief.
17. General
17.1 Entire Agreement. The contract constitutes the entire agreement between the parties and supersedes all previous agreements relating to its subject matter.
17.2 Variation. The Seller may amend these Terms by giving the Buyer not less than 30 days' written notice. The Buyer's continued placement of Orders after the effective date of any amendment constitutes acceptance of the amended Terms.
17.3 Severability. If any provision is or becomes invalid or unenforceable, it shall be deemed deleted without affecting the validity of the rest of the contract.
17.4 Assignment. The Seller may assign or subcontract any of its rights and obligations. The Buyer shall not do so without the Seller's prior written consent.
17.5 No Partnership or Agency. Nothing in the contract establishes any partnership or agency between the parties.
17.6 Governing Law and Jurisdiction. The contract and any dispute arising out of it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Standing Order Form
To establish a Standing Order, the Buyer completes and signs Island Imports' Standing Order Form, which sets out the Baseline Order, delivery schedule, payment terms, and adjustment cutoff. Once signed by both parties, the Standing Order Form forms part of the contract governed by these Terms.
Island Imports Limited. Registered in England and Wales, company number 13809031. Registered office: Cinch Self Storage, Houghton Regis, LU5 5BJ.