PRODUCERS OF FRESH PASTA MADE IN LONDON & DIRECT IMPORTERS OF CONTINENTAL FOODS
TERMS of BUSINESS
Terms of Business
Sale of goods and logistics services
Version 2.0, effective 22.09.2026. These Terms replace the Terms of Business dated October 2025.
These Terms are in two parts. Part A (clauses 1 to 18) applies to every customer and every Contract, including every sale of Goods. Part B(clauses 19 to 35) applies in addition whenever we receive, cross-dock, store, pick or dispatch goods that belong to you.
You accept these Terms when you sign or tick the declaration on our account application or 3PL onboarding form, or when you place an Order or deliver goods to us, whichever happens first.
CONTENTS
Part A: General terms and sale of Goods. 1 Definitions and interpretation · 2 Application of these Terms · 3 Orders · 4 Prices · 5 Delivery and risk · 6 Title · 7 Payment · 8 Credit Accounts · 9 Quality, storage and food information · 10 Rights on non-payment · 11 Termination · 12 Liability · 13 Events beyond our control · 14 Assignment and subcontracting · 15 Data protection · 16 Notices · 17 General · 18 Governing law and jurisdiction
Part B: Logistics Services. 19 Scope · 20 How Part A applies · 21 Ownership, risk and insurance of Client Goods · 22 Your obligations · 23 Deliveries into our warehouse · 24 Checks and rejection · 25 Cross-docking · 26 Storage and picking · 27 Dispatch · 28 Charges and payment · 29 Lien · 30 Withdrawals and recalls · 31 Our liability for Logistics Services · 32 Our insurance · 33 Audit and site visits · 34 Suspension · 35 Ending the Logistics Services
PART A: GENERAL TERMS AND SALE OF GOODS
Applies to every customer and every Contract.
1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms:
"we", "us" and "TFPC" mean The Fresh Pasta Company Limited, a company registered in England and Wales under number 07224479, whose registered office is at 17-19 Armstrong Way, Southall UB2 4SD;
"you" means the business that opens an account with us, places an Order or uses our Logistics Services;
"Goods" means the products we sell to you;
"Order" means your order for Goods;
"Contract" means a contract for the sale of Goods formed under clause 2.3, or a contract for Logistics Services formed under clause 19.3;
"Credit Account" means an account on which we allow payment after delivery or after the Logistics Services are performed;
"Logistics Services", "Client Goods" and the other terms defined in Part B have the meanings given there;
"Working Day" means Monday to Friday, excluding bank holidays in England.
1.2 You confirm that you deal with us in the course of your business and not as a consumer.
1.3 A reference to a statute or regulation includes it as amended, extended or re-enacted, and any subordinate legislation made under it. "Writing" includes email. "Including" and similar words do not limit the words that precede them. Headings do not affect interpretation.
2. APPLICATION OF THESE TERMS
2.1 These Terms apply to every Order and Contract, whether paid in advance or on a Credit Account. They apply to the exclusion of any other terms, including terms on your purchase orders or delivery notes, or implied by trade, custom or course of dealing.
2.2 No variation of these Terms binds us unless confirmed in writing by one of our directors.
2.3 A Contract for the sale of Goods is formed when we accept your Order, either by confirming it or by delivering the Goods, whichever happens first.
2.4 Each Contract, together with any Credit Account terms and any Service Confirmation we issue in writing, is the entire agreement between us for its subject matter. You confirm you have not relied on any statement not set out in it. Nothing in this clause limits liability for fraudulent misrepresentation.
2.5 We may update these Terms by giving you at least 30 days' written notice. Updated Terms apply to Orders placed, and to Logistics Services performed, after the date they take effect. The current version is published at thefreshpastacompany.co.uk/terms.
2.6 Part B applies in addition to Part A whenever we provide Logistics Services. If Part A and Part B conflict, Part B prevails in relation to the Logistics Services.
3. ORDERS
3.1 You may place Orders by email to orders@thefreshpastacompany.co.uk or by phone on 0330 113 5490, or by any other method we agree.
3.2 Orders received by 10:00 on a Working Day are normally delivered on the next Working Day within our delivery areas.
3.3 We may decline any Order in whole or in part. Goods are subject to availability. We will only substitute a product with your agreement.
3.4 The minimum order value is £150 excluding VAT, unless we agree otherwise.
3.5 You may not cancel an Order for chilled Goods after the cut-off time in clause 3.2. Goods made, imported or ordered specially for you cannot be cancelled once production or ordering has started, and you must pay for them.
4. PRICES
4.1 The price of the Goods is the price in our price list or quotation in force on the date of dispatch. Prices exclude VAT, which you must pay at the applicable rate.
4.2 We may change our prices by giving you at least 14 days' written notice. If a change affects an Order we have accepted but not yet dispatched, you may cancel that Order by telling us in writing before dispatch.
4.3 Orders below the minimum order value carry a delivery charge of £15 excluding VAT, unless we agree otherwise.
5. DELIVERY AND RISK
5.1 We will deliver to the address on your account, or the address in your Order that we accept, by our chilled vehicle, courier, pallet carrier or, if agreed, collection from our premises. You must ensure someone is available to receive the Goods and that suitable chilled storage is ready.
5.2 Delivery dates and times are estimates. Time of delivery is not of the essence.
5.3 Delivery is complete when the Goods are unloaded at the delivery address or, for collection, when they are loaded onto your vehicle. Risk in the Goods passes to you on delivery.
5.4 If you fail to accept delivery, or we cannot deliver for a reason within your control, risk passes to you at the time we attempted delivery. We may charge you for redelivery and for any perishable Goods that cannot be resold.
5.5 Each delivery by instalments is a separate Contract. A problem with one instalment does not entitle you to cancel any other.
5.6 You must inspect the Goods on delivery. You must note any shortage, wrong product or visible damage on the delivery note and confirm it to us in writing, with photographs where possible, on delivery or within 24 hours for chilled Goods, and within 48 hours for ambient Goods. If you do not, the Goods are treated as accepted as to quantity and visible condition. Defects that are not apparent on inspection are dealt with under clause 9.5.
6. TITLE
6.1 Ownership of the Goods stays with us until we have received payment in full, in cleared funds, for those Goods and for all other sums you owe us on any account.
6.2 Until ownership passes, you must keep the Goods identifiable as ours where reasonably practicable, must not remove or alter their labelling, and must keep them insured. You may use or resell them in the ordinary course of your business.
6.3 If any event in clause 10.1 or 11.2 occurs, your right to use or resell the Goods ends. We may require you to return Goods not yet resold or used, and you permit us and our agents to enter your premises to recover them.
7. PAYMENT
7.1 Unless we agree other terms in writing for your Credit Account, you must pay each invoice within 14 days of its date. Customers without a Credit Account must pay in full before dispatch. Time of payment is of the essence. Invoices for Logistics Services are issued and paid under clause 28.
7.2 You must pay in pounds sterling by Direct Debit, bank transfer or another method we agree, without any deduction by way of set-off, counterclaim, discount, abatement or otherwise, except for credits we have given in writing.
7.3 If you pay late, we may charge interest and fixed compensation under the Late Payment of Commercial Debts (Interest) Act 1998, at the statutory rate (currently 8% a year above the Bank of England base rate), before and after any judgment.
7.4 You must also pay our reasonable costs of recovering overdue sums, including collection agency and legal fees, to the extent they exceed the fixed compensation under that Act.
7.5 Where you pay by Direct Debit, you must complete our mandate and keep it in place. We will collect each invoice on its due date after giving you advance notice.
7.6 We may set off any sum you owe us against any sum we owe you.
7.7 You must raise any query about an invoice in writing within 7 days of its date and pay the undisputed part on time.
8. CREDIT ACCOUNTS
8.1 Whether to open a Credit Account is at our discretion, following your application, references and credit checks.
8.2 You authorise us to contact the trade references you give us and credit reference agencies, both when you apply and during the life of your account.
8.3 We will tell you your credit limit and payment terms in writing. We may change, suspend or withdraw them at any time by written notice, with immediate effect if we reasonably believe your creditworthiness has changed. We may require payment in advance for any Order that would take you over your limit.
8.4 You must tell us promptly in writing of any change to your ownership, legal form, name, address, directors or bank details.
8.5 We may require a personal guarantee or other security as a condition of opening or keeping a Credit Account. Any guarantee will be given by separate deed.
8.6 New businesses unable to provide trade references must pay in advance. After three consecutive prepaid Orders, we may offer a Credit Account at our discretion.
9. QUALITY, STORAGE AND FOOD INFORMATION
9.1 At delivery the Goods will conform to our product specification, be of satisfactory quality, and comply with the food law that applies to us as the supplier.
9.2 Chilled Goods will be delivered with at least the minimum remaining shelf life stated in our product specification, unless we agree otherwise.
9.3 After delivery you are responsible for the Goods. You must store them at the temperature on the label (for chilled Goods, 0 to 5°C), follow the storage and preparation instructions, not sell or use them after their use by date, and handle them in line with food hygiene law.
9.4 We provide ingredient, allergen and other food information on our labels and product specifications. If you sell the Goods other than in our unopened packaging, prepack them for direct sale, repackage them, or use them as ingredients, you are responsible for giving your own customers accurate allergen and other food information as the law requires, including under retained Regulation (EU) 1169/2011 and the Food Information Regulations 2014.
9.5 If you find a defect that was not apparent on inspection, you must tell us in writing within 2 Working Days of finding it and before the use by or best before date, and keep the Goods, packaging and batch codes for us to inspect. If the defect is our responsibility, we will at our option replace the Goods, credit your account or refund the price. Subject to clause 12.1, this is your only remedy for defective Goods.
9.6 We do not accept returns of chilled or other perishable Goods except under clause 5.6 or 9.5, or with our prior written agreement. Ambient Goods may be returned only with our prior written agreement, unopened and in resaleable condition, and we may charge a handling fee of 10% of their price.
9.7 You must keep records of the businesses you supply with the Goods, as food traceability law requires, and co-operate with us promptly in any product withdrawal or recall.
9.8 We are not responsible for any defect or loss caused by your storage, handling, relabelling or misuse of the Goods, or by use after their date mark.
10. RIGHTS ON NON-PAYMENT
10.1 If any sum is overdue, or any event in clause 11.2 occurs, then without limiting our other rights we may: (a) invoice at once all Goods delivered, all accepted Orders and all Logistics Services performed; (b) require immediate payment of all invoices, including those not yet due; (c) suspend deliveries and Logistics Services; (d) cancel any Contract not yet fulfilled; (e) suspend or withdraw your Credit Account; and (f) exercise our lien under clause 29.
10.2 Exercising any of these rights does not affect our right to accept your non-payment as a repudiation of the Contract.
11. TERMINATION
11.1 Either of us may end our trading relationship by giving 30 days' written notice. Orders already accepted will be fulfilled unless we agree otherwise. Clause 35 applies to Logistics Services.
11.2 We may end any Contract and your Credit Account immediately by written notice if you: (a) fail to pay any sum when due; (b) commit a material breach of these Terms; (c) suspend or threaten to suspend payment of your debts, are unable to pay your debts as they fall due, or propose any arrangement with your creditors; (d) enter administration, liquidation, receivership or a voluntary arrangement, or are made bankrupt; (e) stop or threaten to stop trading; or (f) suffer anything analogous in any jurisdiction.
11.3 On termination, all sums you owe us become immediately due. Clauses 6, 7, 9.7, 12, 15, 17.5 and 18 and, for Logistics Services, clauses 21, 22.6, 29, 30, 31 and 35 continue to apply.
12. LIABILITY
12.1 Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; (d) defective products under Part I of the Consumer Protection Act 1987; or (e) anything else that cannot be limited or excluded by law.
12.2 Subject to clause 12.1, we are not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.
12.3 Subject to clause 12.1, our total liability under or in connection with each Contract for the sale of Goods is limited to the price paid for the Goods under that Contract.
12.4 Except as set out in clause 9.1, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are excluded to the fullest extent the law allows.
12.5 You will indemnify us against any claim by a third party arising from your storage, handling, relabelling or resale of the Goods, or from your failure to comply with clause 9.3 or 9.4.
12.6 Our liability for Logistics Services is set out in clause 31.
13. EVENTS BEYOND OUR CONTROL
13.1 We are not liable for any delay or failure to perform caused by an event beyond our reasonable control, including failure or delay by our suppliers or carriers, transport or border disruption, extreme weather, fire, flood, failure of refrigeration plant or power supply not caused by our negligence, animal or plant disease, epidemic, industrial action, or government action.
13.2 If such an event continues for more than 30 days, either of us may cancel the affected Orders or Logistics Services by written notice. This clause does not excuse late payment.
14. ASSIGNMENT AND SUBCONTRACTING
14.1 You may not assign or transfer any Contract without our written consent. We may subcontract delivery, carriage and other parts of the Logistics Services, and may assign or transfer our rights under any Contract. We remain responsible for our subcontractors as if their acts were our own, subject to the limits in these Terms.
15. DATA PROTECTION
15.1 Each of us will comply with the UK General Data Protection Regulation and the Data Protection Act 2018. We process personal data about your directors, staff and trade references to open and manage your account, carry out credit checks, provide the Logistics Services and recover debts, as described in our Privacy Policy at thefreshpastacompany.co.uk/privacy-policy.
16. NOTICES
16.1 Notices must be in writing and sent to the other's registered office or to the email address last notified. An email is treated as received when sent if during business hours on a Working Day, and otherwise at 09:00 on the next Working Day. Withdrawal and recall notices must also be given by phone under clause 30.1.
17. GENERAL
17.1 A delay or failure to exercise a right is not a waiver of it.
17.2 If any provision is found invalid or unenforceable, it is modified to the minimum extent needed to make it valid, and the rest of these Terms continue in force.
17.3 No one other than you and us has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
17.4 Nothing in these Terms creates a partnership, joint venture or agency for sale between us.
17.5 Each of us will keep confidential the other's prices, rates, customer, stock, sales and product information and will use it only to perform the Contract, except where it is already public, is required by law, a regulator or a food safety authority, or is shared with professional advisers, insurers, carriers or subcontractors who need it and are bound by confidentiality. This clause continues for 2 years after our relationship ends.
18. GOVERNING LAW AND JURISDICTION
18.1 These Terms (Parts A and B) and each Contract, and any dispute or claim arising from or in connection with them, including non-contractual disputes or claims, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.
PART B: LOGISTICS SERVICES
Applies, in addition to Part A, whenever we receive, cross-dock, store, pick or dispatch goods that belong to you.
19. SCOPE
19.1 In this Part B:
"Logistics Services" means the receipt, handling, cross-docking, storage, picking and dispatch of Client Goods described in clause 19.2 and in your Service Confirmation;
"Client Goods" means goods that you own, or are entitled to deliver, and that you deliver to us for Logistics Services, together with their packaging, pallets and trays;
"Service Confirmation" means our written confirmation of your account, the service you have chosen, the Client Goods covered and our Charges;
"Charges" means our charges for the Logistics Services set out in our rate card, as confirmed in your Service Confirmation and updated under clause 28.3;
"Product Data" means the company, product, allergen, packaging, case or tray, pallet and storage information you give us, including through our onboarding forms;
"Your Customer" means any person to whom we dispatch Client Goods on your instructions, including a retailer such as Ocado.
19.2 We offer two services, as chosen on your onboarding form and confirmed in your Service Confirmation:
(a) Cross-docking. We receive Client Goods and dispatch them to Your Customer on the same Working Day as received, without storing them. We check them visually by case or tray only, and dispatch mixed trays as received.
(b) Storage and picking. We receive Client Goods into our store, hold them at the agreed temperature, rotate them by date, and pick and dispatch them to Your Customer's orders.
19.3 A Contract for Logistics Services is formed when we issue your Service Confirmation after you have completed our onboarding forms and accepted these Terms. It continues until ended under clause 35.
19.4 We provide the Logistics Services from our site at 17-19 Armstrong Way, Southall UB2 4SD, or another site we tell you about in advance.
19.5 We act as keeper of the Client Goods and, when we dispatch them, as carrier or as your agent in arranging carriage. We do not buy or sell Client Goods and are not your agent for sale. You contract with Your Customers directly and we are not a party to those contracts, including your supply terms with Ocado.
20. HOW PART A APPLIES
20.1 Clauses 1, 2, 7 (subject to clause 28), 8, 10, 11, 12.1, 12.6 and 13 to 18 of Part A apply to Logistics Services. Clauses 3 to 6, 9 and 12.2 to 12.5 apply only to Goods we sell, and do not apply to Client Goods.
21. OWNERSHIP, RISK AND INSURANCE OF CLIENT GOODS
21.1 Client Goods remain your property at all times. We hold them as bailee on these Terms. No title passes to us.
21.2 Risk of loss of or damage to Client Goods remains with you at all times, including while in our custody and in transit. Our liability for loss or damage is only as set out in clause 31.
21.3 You must insure Client Goods for their full replacement value against all usual risks, including fire, theft, flood, refrigeration breakdown and contamination, while they are in our custody and in transit. We do not insure Client Goods. You must use reasonable endeavours to have your insurers waive their rights of subrogation against us, except to the extent of our liability under clause 31.
22. YOUR OBLIGATIONS
22.1 You are the food business operator responsible for the Client Goods, and for their safety, composition, labelling, date marking, allergen information, claims, barcodes and traceability to the point of production. We do not review, approve or verify your specifications, labels, claims or shelf life. Our receipt, storage or dispatch of Client Goods is not an acceptance or approval of them.
22.2 You warrant that every consignment of Client Goods, on delivery to us:
(a) is safe, fit for human consumption and complies with all applicable food law, including retained Regulation (EC) 178/2002, retained Regulation (EU) 1169/2011, the Food Safety Act 1990 and the Food Information Regulations 2014;
(b) is correctly and legibly labelled, including allergens, date mark and storage conditions, and carries barcodes that scan and match the Product Data;
(c) is packed, cased or trayed and palletised to withstand normal handling, stacking, storage and transport;
(d) matches its Product Data, and is not subject to any withdrawal, recall or regulatory restriction; and
(e) is owned by you, or you are entitled to deliver it to us and to instruct us to dispatch it.
22.3 You must give us complete and accurate Product Data before your first delivery and tell us in writing at least 5 Working Days before any change reaches us, including any change to recipe, allergens, glass in packaging, shelf life, storage temperature, pack format, barcode, case or tray configuration, production site or certification. We rely on the Product Data without checking it.
22.4 Throughout the Contract you must hold, and send us on request and on each renewal before the previous one expires:
(a) a current food safety certification (such as BRCGS, SALSA, IFS or FSSC 22000) or a local authority food hygiene rating for each production site; and
(b) product and public liability insurance with a limit of indemnity of at least £5,000,000 for any one claim, with a reputable UK-authorised insurer.
22.5 You must not deliver goods that need a storage temperature other than the one in your Service Confirmation, or goods that are frozen, hazardous, or likely to taint or contaminate other stock, unless we have agreed in writing.
22.6 You will indemnify us against all losses, liabilities, fines, costs (including reasonable legal fees) and claims by third parties, including Your Customers and any authority, arising from: (a) the Client Goods, their nature, safety, composition, labelling or legality; (b) inaccurate or incomplete Product Data; (c) your breach of this clause 22; or (d) any withdrawal or recall of Client Goods; except in each case to the extent caused by our negligence or breach of these Terms.
23. DELIVERIES INTO OUR WAREHOUSE
23.1 You must book every delivery with supplychain@thefreshpastacompany.co.uk at least 1 Working Day ahead. Our goods-in hours are Tuesday through Thursdays 8am – 3:30pm. We may refuse, or charge for, vehicles that are unbooked or arrive outside their booked slot.
23.2 Each delivery must come with a delivery note showing your company name, our account reference and, for every line, the product, the number of cases or trays, and the batch and date codes.
23.3 Chilled Client Goods must be delivered in a temperature-controlled vehicle, at 0 to 5°C or the temperature range in your Service Confirmation, and with at least the minimum remaining life stated in the Product Data.
23.4 We do not operate a pallet exchange. Pallets and returnable trays, including IFCO trays, remain your responsibility. You are responsible for your arrangements and charges with IFCO or any other pool operator, and for collecting or arranging the return of empty trays. We are responsible for the loss of trays only if caused by our negligence, and subject to clause 31.
23.5 We sign for the number of pallets, cases or trays received, unchecked as to contents. Our signature is not an acceptance of the quantity, condition or quality of the contents.
24. CHECKS AND REJECTION
24.1 On arrival we check: the vehicle and product temperature of chilled deliveries; the number of pallets, cases or trays against the delivery note; the visible condition of packaging; and, where visible, date codes. For cross-docking, the check is visual and by case or tray only. We are not required to open packaging, count units inside cases or trays, or test the Client Goods.
24.2 We may refuse or quarantine Client Goods that are out of temperature, damaged, leaking or infested, below the minimum remaining life, unbooked, not matching the delivery note or Product Data, subject to a withdrawal or recall, or that we reasonably believe put food safety or other stock at risk.
24.3 We will tell you of any refusal, quarantine or discrepancy on the same Working Day. Our record of receipt is final unless you dispute it in writing within 2 Working Days.
24.4 Refused or quarantined Client Goods remain at your risk. You must collect them at your cost within 2 Working Days of our notice. After that we may dispose of them at your cost, and charge storage until disposal. We may dispose of them at once, and at your cost, if they present a food safety or pest risk.
25. CROSS-DOCKING
25.1 We dispatch cross-docked Client Goods on the Working Day we receive them, to the destinations and delivery slots in your instructions or Your Customer's purchase orders received by our order cut-off. We do not sort, split, relabel or count units in cross-docked trays or cases, and dispatch mixed trays exactly as received.
25.2 If cross-docked Client Goods cannot be dispatched on the day because instructions are missing, a delivery slot is not available or Your Customer refuses them, we will hold them at your risk and charge for storage and handling. If they are not dispatched or collected within 2 Working Days, clause 24.4 applies to them.
26. STORAGE AND PICKING
26.1 We will store Client Goods at the temperature range in your Service Confirmation, in food-grade premises, with the reasonable skill and care of a competent chilled food warehouse keeper, and in line with our food safety management system, including our allergen and glass controls.
26.2 We rotate stock first expired, first out unless you instruct otherwise. Orders received by 12:00 on a Working Day are picked for dispatch on the next Working Day. We will use reasonable endeavours to fulfil later orders.
26.3 We will not dispatch Client Goods with less remaining life than Your Customer's minimum, as notified to us in writing. We are not responsible for Client Goods becoming short-dated or passing their date mark while in store. We will report short-dated stock to you weekly. Stock that passes its date mark will be disposed of at your cost unless you collect it within 5 Working Days of our notice.
26.4 We keep stock records by product and batch and will send you a stock report monthly. We will carry out a stock count at your request, for which we may charge. Net stock differences of up to 0.5% of the cases received in any 12-month period are an accepted tolerance for which we are not liable. Differences above that tolerance are dealt with under clause 31.
27. DISPATCH
27.1 We dispatch Client Goods to the destinations you or Your Customer instruct, using our own vehicles or subcontracted carriers, in the delivery slots Your Customer allocates.
27.2 A signed delivery note, or Your Customer's electronic receipt, is conclusive evidence of delivery of the quantities shown.
27.3 We are not responsible for Your Customer's acceptance or rejection of Client Goods, or for any fine, chargeback, service-level deduction or delisting it imposes, except to the extent caused by our negligence or breach of these Terms, and then subject to clause 31. Client Goods rejected by Your Customer and returned to us are dealt with under clause 24.4.
28. CHARGES AND PAYMENT
28.1 You must pay the Charges in your Service Confirmation, which may include charges for receipt, cross-docking, storage, picking, dispatch and delivery, rejected or returned goods, disposal, stock counts and out-of-hours work. Charges exclude VAT.
28.2 We invoice monthly in arrears for all Logistics Services performed in the month. You must pay each invoice within 14 days of its date. Clauses 7.2 to 7.7 apply.
28.3 We may change the Charges once a year on 30 days' written notice, and at any other time on 30 days' written notice if our costs of fuel, energy, labour, rent or packaging rise materially.
28.4 Storage and handling Charges continue for as long as Client Goods remain with us, including after the Logistics Services end.
29. LIEN
29.1 We have a general lien over all Client Goods in our possession for all sums you owe us under any Contract, whether or not those sums relate to those Client Goods.
29.2 If any sum is still unpaid 14 days after we give you written notice that we intend to exercise our lien, we may sell or otherwise dispose of the Client Goods subject to it, at your risk and expense, and apply the proceeds to the sums you owe us, accounting to you for any balance. Because Client Goods are perishable, we may give 3 Working Days' notice, or sell or dispose of them without notice if they would otherwise become unfit for sale.
29.3 We will not sell Client Goods that we believe are unsafe or past their date mark; we may dispose of them at your cost.
30. WITHDRAWALS AND RECALLS
30.1 If any Client Goods must be withdrawn or recalled, you must phone us immediately on 0330 113 5490 confirm by email to supplychain@thefreshpastacompany.co.uk marked URGENT, stating the product, the batch and date codes affected, the reason, and whether it is a food safety issue.
30.2 We will quarantine affected Client Goods in our custody promptly, and within 2 working hours of your notice during our working hours. We will send you our dispatch records for the affected batches, showing what was dispatched, when and to whom, on the same Working Day.
30.3 You are responsible for managing any withdrawal or recall, including notifying the Food Standards Agency, your local authority and Your Customers. We will not contact Your Customers about it except on your instructions or where the law requires.
30.4 If we become aware of any food safety concern about Client Goods, we may quarantine them and will tell you promptly and, where the law requires, the relevant authority.
30.5 You must pay our costs of handling, storage, return and disposal in any withdrawal or recall, except to the extent it was caused by our negligence or breach of these Terms.
30.6 We keep receipt and dispatch records for Client Goods by batch for at least 2 years, or longer where the shelf life of the product or the law requires.
31. OUR LIABILITY FOR LOGISTICS SERVICES
31.1 Clause 12.1 applies. Nothing in this clause limits liability that cannot be limited by law.
31.2 We are liable for loss of or damage to Client Goods while in our custody, or in transit in our own vehicles, only to the extent caused by our negligence, wilful default or breach of these Terms.
31.3 We are not liable for loss or damage arising from: (a) the nature of the Client Goods, including natural deterioration, spoilage or the passing of their date mark; (b) insufficient or defective packaging, casing, palletisation or labelling; (c) inaccurate or incomplete Product Data or instructions; (d) Client Goods delivered to us out of temperature or outside the Product Data; (e) your breach of these Terms; (f) stock differences within the tolerance in clause 26.4; or (g) any event under clause 13.
31.4 Where we are liable for loss of or damage to Client Goods, our liability is limited to your cost of producing or buying the Client Goods affected, excluding profit, VAT and any recoverable duty. At our option, we may instead replace them with goods of the same description, or repair or rework them.
31.5 For any other failure in the Logistics Services, including delay or failure to dispatch, our liability is limited to performing the affected service again or, at our option, refunding the Charges for it.
31.6 We are not liable for any loss of profit, revenue, business, contracts (including with Your Customers), goodwill or anticipated savings; any fine, chargeback, service-level deduction or delisting by Your Customer; or any indirect or consequential loss.
31.7 Our total liability under or in connection with the Logistics Services in each 12-month period starting on the date of your Service Confirmation is limited to the greater of: (a) the total Charges paid or payable by you in the 12 months before the event giving rise to the claim.
31.8 We are not liable for any claim unless you notify us in writing with reasonable details: for loss or damage to Client Goods in our custody, within 7 days after you became aware of it, and in any event within 14 days after the date of dispatch or, for Client Goods never dispatched, after the end of the Logistics Services; and for any other claim, within 14 days after you became aware of it. Any claim is extinguished unless legal proceedings are issued within 9 months after the event giving rise to it.
31.9 You acknowledge that the Charges reflect these limits of liability and your obligation to insure the Client Goods under clause 21.3.
32. OUR INSURANCE
32.1 We maintain employers' liability and public liability insurance, and insurance for our legal liability for goods in our custody, with limits we consider appropriate. We will give you details on request.
33. AUDIT AND SITE VISITS
33.1 You, or your food safety auditor, may visit our site to inspect the storage and handling of Client Goods once a year on at least 5 Working Days' notice, during our working hours, accompanied by our staff and in line with our site hygiene rules. Further visits, other than after a food safety incident caused by us, are at our discretion and may be charged.
34. SUSPENSION
34.1 We may suspend all or part of the Logistics Services, including refusing further deliveries, while: (a) any invoice is overdue; (b) your certification or insurance under clause 22.4 has lapsed; (c) any Client Goods are subject to an unresolved withdrawal or recall; or (d) you are in material breach of clause 22. Charges for Client Goods in store continue during any suspension.
35. ENDING THE LOGISTICS SERVICES
35.1 Either of us may end the Logistics Services on 30 days' written notice. We may end them immediately under clause 11.2, or if your certification or insurance under clause 22.4 lapses and is not restored within 14 days of our notice.
35.2 When the Logistics Services end, you must pay all sums you owe us and then collect all remaining Client Goods at your cost, by appointment, within 10 Working Days. Charges continue until collection.
35.3 If you do not collect Client Goods within that time, we may give you 14 days' written notice and then treat them as abandoned and sell or dispose of them at your cost, and clause 29.2 applies to any proceeds. Perishable Client Goods may be disposed of sooner under clause 26.3.
