Terms and Conditions

Last updated: 01/01/2025

These Terms and Conditions (“Terms”) govern all brokerage and logistics services (“Services”) provided by [Your Company Name] (“the Broker”, “we”, “us”, or “our”) to its clients (“Client”, “you”, or “your”) in relation to the wholesale trade of fresh fruit and vegetables across the United Kingdom, the European Union, and Asia.

1. Scope of Services 1.1. We act as an intermediary to facilitate the sale and purchase of fresh produce between suppliers and buyers. 1.2. We provide logistics support, including coordination of transportation, customs clearance, and delivery of goods as per agreed Incoterms. 1.3. We do not take ownership or title of the goods unless otherwise expressly agreed in writing.

2. Brokerage Fees and Payment Terms 2.1. Our brokerage fee is agreed upon in writing prior to each transaction and is typically calculated as a percentage of the total invoice value. 2.2. Payment terms will be agreed with the client before any transaction takes place. Fees may be invoiced separately or embedded within the transaction pricing. 2.3. All fees are payable in the currency stated in the invoice, within the due date specified. 2.4. Late payments may incur interest at a rate of 2% per month or the maximum allowed by law, whichever is lower.

3. Logistics and Delivery 3.1. We coordinate logistics on your behalf with third-party carriers and freight forwarders. 3.2. Delivery timelines are estimates and subject to change due to shipping delays, customs inspections, or unforeseen circumstances. 3.3. Risk in the goods passes as per agreed Incoterms (e.g., FOB, CIF, DAP), and the Broker shall not be liable for any loss or damage occurring in transit unless explicitly agreed otherwise. 3.4. Clients are responsible for ensuring that all import and export documentation is accurate and complete. We can assist, but the ultimate responsibility lies with the Client.

4. Quality and Inspection 4.1. We strive to work with reputable suppliers and producers. However, we do not guarantee the quality, condition, or compliance of the goods unless otherwise expressly agreed. 4.2. Clients must inspect goods immediately upon delivery and report any claims related to quality, damage, or shortfall within 24 hours of receipt. 4.3. Failure to notify us within this timeframe may constitute acceptance of the goods.

5. Compliance and Regulations 5.1. You agree to comply with all applicable laws and regulations in the UK, EU, and Asia relating to food safety, traceability, customs, import/export, and trade sanctions. 5.2. We reserve the right to refuse service or terminate contracts if a client engages in illegal or unethical practices.

6. Limitation of Liability 6.1. To the maximum extent permitted by law, our liability for any claim arising out of or in connection with our services shall be limited to the amount of brokerage fees paid for the transaction in question. 6.2. We shall not be liable for indirect, incidental, or consequential damages, including loss of profits or business opportunities.

7. Force Majeure We shall not be liable for delays or failure to perform any part of our services due to events beyond our reasonable control, including but not limited to natural disasters, acts of war, strikes, pandemics, or transport disruption.

8. Confidentiality Both parties agree to keep all trade, pricing, supplier, and client information confidential and not to disclose it to third parties without prior written consent, unless required by law.

9. Termination Either party may terminate the relationship with 30 days’ written notice. Any transactions already in progress will be completed under the existing terms.

10. Governing Law and Jurisdiction These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England.

11. Amendments We reserve the right to update these Terms from time to time. Continued use of our services constitutes acceptance of the amended Terms.

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