Trading terms

Unless otherwise agreed in writing by Fruit Box and the Customer, these Trading Terms are the only Trading Terms on which Fruit Box supplies Goods and/or Services to the Customer and are incorporated into and form part of all Orders accepted by Fruit Box. By submitting an Order with Fruit Box, you agree to be bound by these Trading Terms. If you do not accept these Trading Terms, you will not be able to place an Order with Fruit Box.

Definitions

1. In these Trading Terms:
   “Customer”, “you”, “your” means the person or business to whom the Goods and/or Services are supplied by Fruit Box in accordance with these Trading Terms. “Cut-Off Time” means 12pm in the Location in which you receive an Order on the business day prior to the scheduled date for Delivery of the Goods, unless otherwise notified to you at the time of Order, or as set out in item 24 of these Trading Terms. “Delivery” means delivery of the Goods at the Location. “Fees and Charges” means delivery fees, service fees, administration fees or any other charge that may be applicable to your Order based on certain criteria determined by Fruit Box from time to time in its sole discretion. “Fruit Box”, “The Fruit Box Group”, “we”, “us”, “our” means The Fruit Box Group Pty Ltd (ACN 092 238 634). “Fruit Box Group Business” means Fruit Box and any other business operated by The Fruit Box Group Pty Ltd (ACN 092 238 634) from time to time. “Goods” means the fruit, milk and other fresh goods “Fresh Goods” as well as non-fresh or pantry goods “Pantry Goods” that are supplied by Fruit Box to the Customer from time to time under these Trading Terms. “Location” means the location nominated by the Customer as the place for Delivery and notified to Fruit Box in writing, or such other location agreed between Fruit Box and the Customer. “Order” means any written, electronic or telephone order for Goods placed by the Customer with Fruit Box. “Pantry Order” means an Order for Goods that relate to products that are non-fresh or pantry goods. “Services” means any services provided by Fruit Box in respect of the Goods, including any Delivery services. “Trading Terms” means these trading terms, our Website terms, our privacy policy and any additional terms included by Fruit Box in an invoice for the Goods and Services supplied under these Trading Terms. “Website” means www.thefruitboxgroup.com.au.

Trading Terms

2. These Trading Terms override any inconsistent terms or conditions in any document or communication in relation to the supply of the Goods and/or Services or earlier course of dealing. This applies even if the Order, delivery receipt or any other document contains a similar condition to this one or if Fruit Box fails to object to any term or condition the Customer purports to include in its agreement with Fruit Box.
3. You will be subject to the Trading Terms in force at the time you submit an Order with Fruit Box.

Your representations

4. By placing an Order with Fruit Box, you represent to us that you are:
   • at least 18 years of age;
   • resident in Australia;
   • legally capable of entering into a binding agreement; and
   • a representative of a business or corporate entity and you are not purchasing the Goods for personal, domestic or household use or consumption.

Orders

5. Supply and Delivery of Goods and/or Services will only be made against an Order. Placement of an Order by the Customer constitutes an offer to enter into an agreement with Fruit Box, which agreement is formed upon acceptance by Fruit Box of an Order. Fruit Box may accept the Order by: (i) communicating acceptance of the Order in writing, electronically or verbally; (ii) providing an invoice for the Goods and/or Services; or (iii) by supplying the Goods and/or Services.
6. The Order you place with Fruit Box will be treated by us as a recurring standing Order for Goods and/or Services to be supplied to you by us on an ongoing weekly basis (or such other nominated frequency), unless you have cancelled, withdrawn, paused or varied the Order in accordance with item 21 or you have placed an ad-hoc Pantry Order and such Order is noted as being one off in nature. You will be charged for your initial Order as well as any one off order (including Pantry Orders) and all subsequent Orders in accordance with these Trading Terms and any other Trading Terms stipulated in your invoice for the Goods.
7. Fruit Box reserves the right to accept or reject an Order at any time for any reason, including (but not limited to) if the Goods are not available for Delivery, if there is an error with an Order, or if any outstanding amounts are owed by you to Fruit Box or another Fruit Box Group Business. If we reject an Order, we will endeavour to notify you of such rejection as soon as possible after the Order is placed by you.
8. Fruit Box accepts no responsibility for incorrectly placed Orders. In the event of a dispute, Fruit Box’s internal records will be conclusive evidence of the details of the Order, when the agreement was formed and the Goods and/or Services supplied by Fruit Box.
9. Orders may attract Fees and Charges on top of the price of the Goods purchased by you. These Fees and Charges may relate to the service being provided by Fruit Box, the size of your Order or something done or requested by you which Fruit Box, in its sole discretion, deems it appropriate to charge over and above the price paid by you for the Goods.

Availability and substitution

10. Fruit Box supplies in season fruit as part of the Goods offered for sale to Customers. To the extent that certain fruit is not in season, we cannot guarantee that such fruit will be available for purchase by you.
11. Substitution of particular Goods may be necessary to ensure that Delivery of your Order takes place in a timely manner. If substitution of certain Good is required, Fruit Box will use the utmost care and attention to provide you with an alternative as part of the Goods delivered to you.

Title, Delivery and Risk

12. As between Fruit Box and the Customer, Fruit Box retains legal and beneficial title to the Goods until Fruit Box has received payment in full and cleared funds for all amounts payable by the Customer in relation to the Goods, including any delivery fee or other additional fees and charges.
13. The Customer agrees that risk in the Goods shall pass to the Customer at the time of Delivery of the Goods at the Location. We accept no liability or responsibility for the Goods once risk has passed to you.
14. Fruit Box may, from time to time, subcontract any Services relating to Delivery to a third party to ensure the Goods are delivered to the Customer at the Location.
15. Unless otherwise agreed by Fruit Box, the Customer must make all arrangements necessary to enable Delivery at the Location.
16. Fruit Box will endeavour to deliver, or arrange for Delivery of, the Goods to you at the Location by the scheduled Delivery date. However, if we are unable to deliver the Goods by such date and/or at the Location, Fruit Box will not be liable for any delay associated with the event. If this occurs, Fruit Box undertakes to notify you as soon as reasonably possible and to use all reasonable efforts to deliver the Goods to you at the Location, or an alternative location agreed with you, without further delay.
17. If re-delivery of the Goods is required at an alternative time to the scheduled Delivery date or at an alternative location through no fault of Fruit Box, an additional re-delivery fee may be charged.

Price and payment

18. The Price, Fees and Charges for the Goods and Services shall be the price, fees and charges current at the date of acceptance of the Order as notified to you by Fruit Box either directly or via our Website.
19. All price-lists and quotations provided by Fruit Box from time to time are based on prices and availability at that time but the Customer acknowledges and agrees that these prices are subject to variation and that final prices stipulated in the invoice are binding (“Price”).
20. Fees and Charges may relate to Orders that are below minimum volume and/or spend requirements, services offered to you by us such as fridge service, multi-level drop locations, multi-location drops, etc. More information can be found in our Frequently Asked Questions.
21. Prices, Fees and Charges for Goods and Services are subject to taxes, including GST, where applicable.
22. All amounts payable by the Customer under these Trading Terms are payable within 14 days of the date of invoice unless otherwise agreed by Fruit Box in writing. Late payment shall incur interest at the rate of 10% per annum calculated on a daily basis. Interest shall be payable on all outstanding amounts owed by the Customer to Fruit Box under these Trading Terms from the date payment was due until the date payment is received in full by Fruit Box. Fruit Box reserves all other rights in relation to late payments by the Customer.

Cancellation or variation of an Order

23. Subject to items 26 to 29 of these Trading Terms, you may request to cancel, withdraw, pause or vary any Order by notice in writing to Fruit Box by submitting a request in our Support Centre, via our Website or by calling us on 1300 766 760. In the event that such a request is not accepted by Fruit Box, subject to these Trading Terms, the Customer must satisfy its obligations under these Trading Terms as if the request had not been made, including making payment for any Goods or Services delivered prior to such time.
24. All requests to cancel, withdraw, pause or vary any Order must be received by the Cut-Off Time as nominated by the Fruit Box. For all Fresh Goods cut-off time is 12pm, 1 business day prior to delivery other than Bread where the cut-off time is 12pm, 3 business days prior to delivery.  For Pantry Goods cut-off time is dependent on your location.  For Pantry Orders cut-off time is 12pm, 1 – 5 business days prior to delivery depending on your location. In VIC the cut-off time is 12pm, 1 business day prior to delivery. For NSW/ACT/SA the cut-off time is 12pm, 2 – 3 business days prior to delivery. For QLD the cut-off time is 12pm, 3 – 4 business days prior to delivery. And for WA the cut-off time is 12pm, 4 – 5 business days prior to delivery.
25. The Fruit Box will not pause or vary any Order on the Customers behalf unless requested to do so by the Customer (including due to any government enforced shutdowns, e.g. COVID-19 lockdowns). In some circumstances where a hold is already in place, the Fruit Box may decide to extend the hold in accordance with government health advice on the Customers behalf. The Customer will be notified of this change via email.

Credits and refunds

26. If you cancel, withdraw, pause or vary an Order for Goods for which Fruit Box has received payment, you may request a refund by contacting us via the methods set out in these Trading Terms.
27. Subject to item 28 below:
    • where the refund request relates to an Order that was cancelled, paused or withdrawn before the Cut-off Time, the value of the relevant Order will be refunded to you less a $15 administration fee;
    • where the refund request relates to an Order that was cancelled, paused or withdrawn on or after the Cut-off Time, an amount equal to 50% of the value of the relevant Order will be refunded to you; and
    • where the refund request relates to a variation to an Order, and the amount payable for the variation is less than the original amount paid for the Order, unless otherwise agreed with Fruit Box, we will apply the amount of any difference arising as a result of the variation as a credit to your next Order.
28. We are unable to provide any refunds or credits for any Orders for Goods which have been dispatched for Delivery.
29. Unless agreed otherwise, any amounts refunded to you which are not applied as credit will be paid to you by Fruit Box using the same payment method used by you in relation to the Order.

Liability

30. Our Goods come with guarantees which cannot be excluded under the Australian Consumer Law. If there is a major failure in relation to the Goods, you are entitled to a replacement or refund for the Goods affected and compensation for any reasonably foreseeable loss or damage. If the failure does not amount to a major failure but the Goods fail to be of acceptable quality, you are entitled to have the Goods repaired (where possible) or replaced.
31. Fruit Box accepts liability to the Customer where not to do so would be illegal or would make any part of the Trading Terms void or unenforceable. To the extent permitted by law, Fruit Box only accepts liability to the Customer in connection with the supply of Goods and/or Services to the extent expressly provided in these Trading Terms or as otherwise agreed in writing by Fruit Box.
32. Subject to item 34 of these Trading Terms, Fruit Box’s maximum liability to the Customer for any loss the Customer suffers or incurs in connection with these Trading Terms or any other liability arising out of or in connection with their subject matter, whether based in contract, tort (including negligence), statute or otherwise, is, to the extent permitted by law, limited to the amount the Customer has paid to Fruit Box for the relevant Goods and/or Services pursuant to these Trading Terms.
33. Fruit Box excludes any other liability Fruit Box might otherwise have to the Customer (whether based in contract, tort (including negligence), statute or otherwise) including for any loss or damage which is:
    • special, indirect, incidental or consequential; or
    • a loss of revenue, loss of profits, failure to realise expected profits or savings, loss or corruption of data and any other commercial or economic loss of any kind, except and to the extent that such loss or damage arises as a result of our own negligence or wilful misconduct.
34. Our liability to the Customer for loss or damage of any kind arising out of or in connection with these Trading Terms is reduced to the extent (if any) that the Customer causes or contributes to the loss or damage. This reduction applies whether our liability is in contract, tort (including negligence), under any statute or otherwise.

Exclusion of implied terms

35. To the extent permitted by law, all terms, conditions, guarantees or warranties that would be implied into these Trading Terms or in connection with the supply of any Goods and/or Services by Fruit Box under law or statute or custom are excluded.

Indemnity

36. Except to the extent that Fruit Box has caused or contributed to any loss or damage suffered by the Customer, the Customer indemnifies Fruit Box and shall keep Fruit Box indemnified against all liability, loss, costs (including legal costs on an indemnity basis), charges and expenses Fruit Box suffers (either directly or indirectly) in connection with:
    • the Customer’s breach of these Trading Terms or any other act or omission by the Customer;
    • any claim or demand made by a third party against Fruit Box in connection with the Goods and/or Services supplied to the Customer; and
    • Fruit Box exercising or enforcing its rights under these Trading Terms.

Notices

37. Changes to your address details, payment details and/or Delivery instructions must be communicated to us by submitting a request in our Support Centreor by calling us on 1300 766 760 by the Cut-off Time set out in these Trading Terms. It is your responsibility to ensure that these details remain valid and up to date.
38. We are not responsible for any delay, delivery or other issues associated with out of date information submitted by you to us, and we reserve the right to seek reimbursement from you for any expenses we incur as a result of such out of date information.

Disputes

39. All complaints and/or disputes must be made in writing to info@thefruitbox.com.au or by submitting a request in our Support Centre, setting out the details of the issue. Following receipt of a complaint or dispute, Fruit Box will use reasonable efforts to deal with the issue in an appropriate and timely manner.

Force Majeure

40. We will not be liable or responsible for any failure to deliver, or arrange Delivery of, the Goods or to perform any other Services or obligations under these Trading Terms, where such failure is caused by events that are outside our control (Force Majeure Event). A Force Majeure Event includes any act, event, omission or accident beyond our reasonable control, including without limitation, extreme weather events such as cyclones or bushfires resulting in the unavailability of certain Goods. Our performance under these Trading Terms will be deemed to be suspended for the period that the Force Majeure Event continues.

Privacy policy

41. Our privacy policy, which forms part of these Trading Terms, is set out in a separate section of our Website. The policy details how we collect and use your personal information. You should refer to this policy before placing any Order for Goods with Fruit Box.

Website terms

42. Our Website terms, which form part of these Trading Terms, are set out in a separate section of our Website. You should refer to these terms before using any part of the Website.

General

43. Fruit Box may, from time to time, amend these Trading Terms to reflect changes in market conditions, changes in our business processes, changes to technology and any changes required by law. If amendments are made to these Trading Terms, Fruit Box will notify you of any such amendments, including by posting updated trading terms on our Website. Following such changes, any future Orders of Goods and/or Services from Fruit Box will constitute acceptance of the updated terms.
44. These Trading Terms apply to and are binding on you and us and on our respective successors and assignees.
45. You must not transfer, assign, charge or otherwise dispose of your rights or liabilities under these Trading Terms without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of any of our rights or obligations arising under these Trading Terms, at any time without your prior consent.

• Any failure by us to enforce any provision under these Trading Terms, to insist upon strict performance of any of your obligations, or to exercise any of the rights or remedies to which we are entitled, will not constitute a waiver of such provisions, obligations, rights or remedies and will not relieve you from compliance with these Trading Terms.

47. Fruit Box may set off any amount that it owes the Customer under these Trading Terms against any amount that the Customer owes it under these Trading Terms. The Customer must not set off any amount that it owes Fruit Box under these Trading Terms against any amount that Fruit Box may owe it under these Trading Terms.
48. If any term or condition or part of a term or condition is illegal, unenforceable or invalid, that term or condition or part of the term or condition is to be treated as removed from these Trading Terms, but the rest of these Trading Terms are not affected.

• These Trading Terms shall be governed by the laws of the State of Victoria, Australia and the Customer agrees to submit to the non-exclusive jurisdiction of its courts.

Last updated: August 2023