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 Fruit Box Connect or by using the request a call feature. 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 Centre or online via Fruit Box Connect 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

Marketplace Terms of Sale

The Fruit Box Group (TFBG) is pleased to offer you the opportunity to buy and receive Products from Trusted Partners through The TFBG Marketplace on the basis of the following terms:

TFBG Marketplace Platforms and Sales

1. TFBG Marketplace facilitates the sale transactions of Products between you and a Trusted Partner.
2. If a Product on TFBG Marketplace is sold by a Trusted Partner, the relevant Product will indicate that produce relates to a Trusted Partner and who that Trusted Partner is with any terms of sale specific to the Trusted Partner’s Product available to be viewed once you click on that Product through to the Trusted Partner’s Affiliated Website.

TFBG Not Responsible for Trusted Partners’ Products or Product Information

3. When you purchase a Product offered by a Trusted Partner through TFBG Marketplace:

• TFBG is not a party to the transaction between you and the Trusted Partner, nor is TFBG the supplier of the Product. TFBG does not control certain aspects of the transaction, including the content and accuracy or the quality, shipping, and delivery of the Products supplied by the Trusted Partner;

4. To the extent permitted by law, TFBG does not warrant or make any representations in relation to:

• The accuracy or completeness of any information provided by Trusted Partners on TFBG Marketplace; or
• The quality, fitness for purpose or authenticity of Products sold by Trusted Partners on TFBG Marketplace;

5. In operating TFBG Marketplace, TFBG is acting as agent for Trusted Partners. TFBG facilitates the sale of the Products and receives payment for the sale on behalf of, and as agent for, the Trusted Partner; and
6. Products sold by Trusted Partners are not eligible for the application of TFBG’s Credits and Refunds Policy.

Orders

7. For each Product listed in the Shopping Cart on the Trusted Partner’s Affiliated Website, your order is an offer from you to the relevant Trusted Partner to buy that Product from that Partner. A contract for the supply of the Product from the Trusted Partner to you will be formed once you place an order and the Trusted Partner has sent you an email order confirmation.
8. Any terms of sale specific to the Partner’s Product (such as delivery fees and timetables) will be specified on the Trusted Partner’s Affiliated Website during the ordering process.
9. Where you purchase Products from more than one Trusted Partner, you offer to enter into a separate contract with each Trusted Partner under these TFBG Marketplace Terms of Sale in respect of the Products supplied by that Partner.
10. All accepted orders of Products supersede all previous quotes/estimates that may have been provided to you.
11. Each Trusted Partner reserves the right to limit the quantity of Products purchased by you.

Information about Products

12. Due to photographic and screen limitations associated with the representation of Products, some actual Products may differ to a small extent in visual appearance (for example in colour) from the way they appear on TFBG Marketplace.

Pricing and Payment

13. You must pay for all purchases when they are due per the tax invoice issued to you by TFBG or at the time of checkout in accordance with one of the payment methods offered by the Trusted Partner’s Affiliated Website (where the option for adding a Product to your TFBG account is not available). Where a Trusted Partner cannot fulfil an order, a refund will be provided to you under clause Refunds and Returns.
14. The prices of Products, and any delivery or other charges shown, are in Australian dollars, inclusive of GST.
15. Each Trusted Partner is independently responsible for setting the price of their Products and any delivery or other applicable charges.

Delivery

16. Delivery options for Products are listed on each Trusted Partner’s Affiliated Website at the time of ordering. The applicable Trusted Partner for each Product is solely and independently responsible for delivering the Product to you.
17. Available delivery options, terms and charges for each Product will be shown on the relevant Trusted Partner’s Affiliated Website.  Each Trusted Partner will use reasonable endeavours to deliver Products within the time frame advised at the time of ordering.
18. You will be notified by the Trusted Partner via the communication method advised by them to you at the time of ordering (e.g. email, SMS) once your Product(s) have been dispatched.
19. Trusted Partners are unable to accept liability for delay in delivering goods which is beyond their reasonable control. If the Product has not been delivered within a reasonable time (depending on the nature of the Product and the delivery address), please contact the Trusted Partner, using the details on your order confirmation, if you wish to cancel your order for that Product and request a refund.
20. You must ensure there is clear and safe access for delivery. You must ensure there is a person present at the delivery premises who is authorised by you to accept delivery. If there is not, the Trusted Partner will endeavour to deliver the Product if safe and appropriate to do so. If the delivery contractor arrives at the agreed time but is unable to deliver the Product or considers that it is unsafe or inappropriate to do so, you may be required to pay for re-delivery later, or the Trusted Partner may cancel your order and provide you with a refund.
21. Some Products may require extra delivery personnel which will incur an additional charge as advised to you by the Trusted Partner before you submit your order.

Title and Risk

22. Title and risk of loss or damage to Products purchased by you shall pass to you when the Product is delivered to you or the person authorised to receive the delivery as notified by you to the Trusted Partner.

Warranties and Liability

23. All Products come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement for or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
24. Products may contain warranty documents on or inside the packaging provided by the manufacturer or distributor of the Product. Any such warranty is not given by TFBG.
25. All other warranties are excluded, except those which are non-excludable in law, including the Australian Consumer Law. Subject to the Australian Consumer Law, where Products supplied are not of a kind ordinarily acquired for personal, domestic and household use, the Trusted Partner’s liability to you is limited to refunding the price, replacing or repairing the relevant Products (at the Trusted Partner’s option).
26. To assist the Trusted Partner in resolving any problems you may experience, please inspect the Product upon taking delivery and report any shortage, discrepancy, defect, wrong specification or similar problem to the Partner as soon as you become aware of it.

Cancellation by Partner

27. The Trusted Partner may cancel any order (in full or part) where:

• The Trusted Partner reasonably suspects that you are purchasing the Product/s for the purposes of resale or resupply;
• The Trusted Partner becomes aware after order confirmation that the Product/s is out of stock;
• There has been a genuine pricing or Product description error; or
• Where the transaction is suspected of being the subject of credit card or payment-related fraud, or any other criminal activity.

28. The Trusted Partner will refund any amount already paid in respect of any cancelled order. In the case of part cancellation of an order, a refund will be provided on the amount paid that relates to the cancelled portion of the order.

Refunds and Returns

29. The refunds and returns policy applicable to each Product can be found in the relevant Terms and Conditions for each Trusted Partner on their relevant website. You can contact each Trusted Partner through the contact details for that Partner shown on TFBG Marketplace or the Trusted Partner’s Affiliated Website and on your order confirmation email/document.
30. If you are unable to contact a Trusted Partner, or if the Trusted Partner is unable or unwilling to accept a return, please contact service@thefruitboxsupport.zendesk.com for assistance.

Exchange Vouchers or Credits

31. Any exchange vouchers and/or credits issued by Trusted Partners are issued at that Trusted Partner’s discretion and can only be used for purchases directly from that Trusted Partner. Such exchange vouchers or credits cannot be used in relation to Products sold by other Trusted Partners or to purchase Products from TFBG.

Privacy

32. TFBG collects your personal information to allow us to supply you with goods or services or facilitate purchases from Trusted Partners. Trusted Partners may also collect your personal information when you make a purchase from them.
33. By placing an order through TFBG Marketplace, you consent to TFBG collecting your personal information (including, but not limited to, your name (including company name), contact details and delivery address) and providing it to third parties (including Trusted Partners and the Trusted Partner’s suppliers and delivery contractors) for the purpose of fulfilling and delivering your order.
34. TFBG’s Privacy Policy can be found on www.thefruitboxgroup.com.au/privacy-policy

Dispute Resolution

35. If you are unable to resolve a complaint or dispute with a Trusted Partner in relation to your Products, you may submit your complaint to service@thefruitboxsupport.zendesk.com and we will do our best to investigate your complaint.

Inconsistency

36. These TFBG Marketplace Terms and Conditions of Sale, together with, TFBG policies available on TFBG’s website and the Trusted Partner’s delivery policy and returns and refunds policy, apply to the exclusion of all other terms. In the event of any inconsistency between those documents, these TFBG Marketplace Terms and Conditions of Sale will take precedence to the extent necessary to resolve that inconsistency.

Definitions

37. TFBG, we, us or our means The Fruit Box Group Pty Ltd;

• Shopping Cart means the summary of your purchase of Product(s) presented to you prior to confirmation of your purchase on the Trusted Partner’s Affiliated Website;
• TFBG Marketplace means the marketplace platform available through the TFBG website that allows Trusted Partners to list and sell Products on TFBG Marketplace;
• Product means any goods and services available for purchase from a Partner on the Website;
• Trusted Partner’s Affiliated Website means the website of the Trusted Partner that sets out the details of a Product, order, policy, condition, payment or any other relevant information pertaining to the transaction between you and the Trusted Partner;
• Trusted Partner means an independent, third-party seller of Products on the Website or TFBG Marketplace other than TFBG;
• Website means the TFBG website available at https://connect.thefruitboxgroup.com.au/

Last updated: October 2024