Terms and Conditions of Purchase for Businesses

Please read this carefully. By using or submitting an order (and any subsequent orders) on this web site you are agreeing to the terms that appear below.

To register with and shop with Ocado.com you must be a business which is operated by a person who is 18 years of age or over.

These Terms and Conditions were most recently updated on 8 April 2008, and apply to sales of groceries to our business account holders.

If you are not a business then please contact our call centre on 0845 399 1122 to change your registration.

1 PURCHASE CONTRACT

1.1 This web site is operated by Ocado Limited ("we", "us" or "our"). By using the Ocado.com website you are bound by these terms and conditions. All use and purchases made on this web site are governed by these Terms and Conditions at any time although the Terms and Conditions governing any given use or purchase will be those in effect at the date of your order or specific use. If you use or order goods after we have published any changes you will be bound by those changes. Accordingly, you should check prior to each order or use to ensure that you understand the precise terms and conditions applicable to your site visit or purchase. To assist you in determining whether the Terms and Conditions have changed since your most recent order we will display the date and time when these Terms and Conditions were most recently updated.

1.2 We sell goods only to end-users.

1.3 We will confirm acceptance of your order. This will occur either by message on the website immediately after you have confirmed your order, or by us sending an e-mail to the e-mail address you have provided to us. We may do both, in which case the acceptance will occur on whichever arrives sooner of the web message and the e-mail. At this point the purchase contract will be made and we will supply the goods to you in accordance with your order and these Terms and Conditions. The contract will be deemed to be entered into in Hatfield, Herts.

1.4 The law places certain restrictions on transactions involving alcohol. If you have ordered alcohol from us it is your responsibility to ensure that a suitable person is there to receive the order.

2 PRICE AND DELIVERY CHARGES

2.1a With the exception of goods referred to in clause 2.1(b), the price of the goods will be as quoted on the web site at the time you confirm your order (usually by clicking the "checkout" button) subject only to any inadvertent technical error for which we will not be liable. If you subsequently amend your order to add items, the prices charged will be those applicable to the new item(s) at the time that the amended order is confirmed. Where a substitute item is offered in place of an item ordered, the price charged for that substitute item (if accepted) will be the price applicable at the time the item is substituted. Please note that as promotions are offered for a limited period of time subsequent amendments to your order may mean that certain promotions are no longer being offered.

2.1b Where items are ordered and sold individually by weight (such as certain fresh meat, poultry, fish, cheese or fruit and vegetables) the price of these items (expressed per kilogram or other appropriate unit of measurement) will be the price on the date that they are weighed. Although we have an indicative weight guide on the website, this is merely to assist your planning and the price you will be charged is the price for the actual weight you receive. In the event that there is a change in the price/kg between the time your order is made and the time the item is weighed and priced by the supplier, the price you will be charged will be the price at the time the item is weighed.

2.2 The prices stated on the website will be inclusive of any VAT payable.

2.3 We will also add a delivery charge to each order you make. The delivery charge added to your order will be dependant upon the content of your order, the date and time of your order and your delivery address. The delivery charge will be displayed to you before you complete the final checkout stage for each order – i.e prior to you placing an order with us.

2.4 There is no minimum order requirement.

3 METHODS OF PAYMENT

3.1 Payment may be made by debit, credit or charge card and John Lewis or Waitrose business account cards and some other business account cards. We also accept payment by John Lewis or Ocado vouchers. No other vouchers or "money off" coupons will be accepted towards payment of an order. Ocado vouchers will be issued in an amount equal to the unspent amount of any John Lewis voucher tendered as payment for an order and any refunds arising from an order paid for by vouchers shall be given in Ocado vouchers. You cannot pay for your order by cash or cheque. We do not currently accept John Lewis or Waitrose business account cards that require a purchase order number.

3.2 The debit, credit and charge cards accepted by us are those listed on the web site on the date on which your order is placed.

3.3 Authority for payment will be requested from your card issuer at the time of your order. This is done by 'reserving' £1 against the card you have used for payment. That £1 is not spent by you until we 'debit' your card with the full price of your order, and the latter happens after we have delivered your shopping to you. We reserve the right to terminate our agreement with you if we are refused authority for payment or reasonably believe that payment will be refused at any stage.

3.4 You agree to compensate us in full against all reasonable costs expenses and outgoings incurred by us in obtaining payments from you in the event a failed payment occurs. This will include an administration charge of not less than £20. We may at any time after a failed payment has occurred ask a debt collection agency to collect payment from you.

4 DELIVERY

4.1 Delivery will be made to the address specified by you when you register on the website. You have the ability to change this address through the "Details & Settings" feature on the website, and you must do so if you move so that we can deliver to the correct address. We reserve the right to restrict deliveries in certain areas, and this includes the right to eliminate certain areas from our delivery schedule altogether.

4.2 Products are subject to availability and prevailing market conditions. We may limit the quantities of goods (particularly goods on special offer) supplied to any one customer. In the event of non-availability of any goods you order, we may offer a reasonable substitute. This may affect the price you pay. You may reject any substitute item and we will refund the amount you have been charged for that substitute. It is our policy to identify any substitute items to you at the time of delivery and give you the opportunity to accept or reject the item at that time.

4.3 We will always try to supply you with the full quantity that you have ordered. In the event that the goods delivered to you are incomplete or include incorrect goods, you must notify us promptly. You will not be charged for any incorrect goods or goods which you have not received. In any event, subject to clause 7.1 below, our liability will be limited to the price of the goods not delivered or incorrectly delivered and the cost of delivery.

4.4 We take special care to endeavour that deliveries are made within a short delivery slot and accordingly, it is your responsibility to ensure that an appropriate person is available at the delivery address at all times during the delivery slot. An appropriate person must sign for all goods on delivery. If no one is at the address when the delivery is attempted the goods will be retained by us as if you had cancelled your order after the cut off time (see clause 6 below).

4.5 Should you fail to be present for your delivery we are entitled to charge you in full price of the items contained in your order and the cost of delivery.

4.6 Please note adverse weather conditions or other events outside of our reasonable control may result in the occasional late or cancelled delivery. If that is the case we will endeavour to contact you as soon as we are able to in order to reschedule your delivery time and date. In any event, subject to clause 7.1 below, our liability to you will be limited to the price of goods not delivered and the cost of delivery.

4.7 Ocado will ordinarily only make deliveries when an appropriate person is able to receive the delivery. In the event that you instruct Ocado to leave a delivery unattended at your address Ocado expressly disclaims all liability which may arise by virtue of the delivery being left unattended for a period of time. This includes but is not limited to theft, tampering, contamination and the result of any change in temperature in respect of items which need to be kept chilled or frozen.

5 DEFECTIVE GOODS

5.1 We guarantee the quality of our goods. You must inspect the goods and notify us promptly in writing, by phoning our call centre or by using the online refund service on the website of any dissatisfaction with your order. We will promptly and fully refund the price of any goods that do not meet with your reasonable satisfaction, provided that you notify us within 14 days of delivery of the goods. We will arrange with you for the goods to be returned to us.

5.2 Subject to clause 7.1 below, we will not accept any further claims for loss from or in connection with the supply of faulty goods, whether direct, indirect, consequential or otherwise, howsoever arising.

6 AMENDMENT OF ORDERS AND CANCELLATION RIGHTS

6.1 Unless otherwise notified to you in the confirmation email, you may amend your order at any time prior to the following cut off times:-

6.2 You do not have the right to cancel the contract at any time after the cut off time. Should you wish to cancel your order after the cut off period set out in paragraph 6.1 but prior to the time of delivery, we shall be entitled to charge you in full for an amount equal to the price of the items contained in your order and the cost of delivery.

7 WARRANTY AND LIABILITY

7.1 Nothing in these Terms and Conditions will restrict our liability for death or personal injury resulting from our negligence, breach of contract or breach of statutory duty

7.2 In addition to paragraph 4.4, we will not be deemed to be in breach of contract or of these Terms and Conditions as a result of any delay in our performance or failure to perform our obligations if that delay or failure to perform is due to any cause or circumstance beyond our reasonable control including, but not limited to, fire, flood and other acts of God, strikes, riot, accident, disruption to energy supplies, civil commotion, acts of terrorism or war, breakdown of equipment, road traffic problems.

7.3 Other than as set out in clause 7.1, our maximum liability arising out of any order for the supply of goods to you under this contract will be limited to the price of the goods contained in that order.

8 PRIVACY

8.1 To help us ensure the best possible service some telephone calls will be recorded.

8.2 In assessing your request for delivery of groceries from us we may make enquiries about you including searching your records held by organisations like Dun & Bradstreet, Experian and Equifax and credit reference agencies. We may also check your details held by the IMRG Security Alert scheme and other fraud prevention schemes.

8.3 We respect your privacy. The personal information that you give us is held with care and security. We do not sell, rent or transfer this information to third parties for their marketing purposes unless you agree otherwise. Our full privacy policy.

8.4 At the time of your registration you will receive a password. Please keep this secret, as you are entirely responsible if you do not maintain the confidentiality of your password. You are entirely responsible for all orders placed with us or information given to us under your email address in combination with your password. You must immediately notify us of any unauthorised use of your email address and/or password or any breach of security known to you.

9 CUSTOMER COMPLAINTS

9.1 Any Customer complaints should be addressed to the Ocado Customer Service Helpline – you will find an e-mail link or address and telephone numbers listed on our website in the "Contact" section.

10 SPECIAL OFFERS PROMOTIONS AND COMPETITIONS

10.1 From time to time, and in our complete discretion, purchases of goods may be subject to special offers. In the event that such a special offer applies to your purchase, the terms of such special offer shall be subject to these Terms and Conditions. If there is any conflict between the terms of a special offer and these Terms and Conditions, these Terms and Conditions shall prevail unless specifically excluded.

10.2 We may change the terms of special offers, or withdraw them altogether, at any time and without prior notice. Subject to clauses 2.1(a) and 4.2, we will honour at the offer price any order placed by you before an offer ends, or is amended or withdrawn.

10.3 We reserve the right to offer in our complete discretion different customers different special offers, promotions and the ability to enter different competitions.

10.4 As a business account customer you will not be entitled to enter competitions run by us from time to time unless the terms applicable to a competition allow for entry by business account holders.

11 GENERAL

11.1 If any of these Terms and Conditions is held by any court of competent authority to be unlawful, invalid or unenforceable, in whole or in part, this will not affect the validity of the remaining Terms and Conditions which will continue to be valid and enforceable to the fullest extent permitted by law.

11.2 All copyright, trademarks and all other intellectual property rights in all material or content supplied as part of this website shall remain at all times vested in us or our licensors. You are permitted to use the material data and content only for your personal use in placing orders through Ocado.com, and you may not otherwise copy, reproduce, transmit, publish, display, distribute, commercially exploit, use or create derivative works of any material data and content on the Ocado.com website without Ocado’s prior written permission. Ocado may impose a fee on any proposed use of the material data and content contained on its website, other than for placing orders through the Ocado.com website.

11.3 These Terms and Conditions will be governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute which may arise between them.

11.4 The slogan "Ocado in partnership with Waitrose" is used only to signify a close working relationship between Ocado and Waitrose, and the two companies do not have any liability for each other’s obligations nor are they jointly or severally liable for any legal purposes.

Ocado.com is a trading name of Ocado Limited. The registered company address for Ocado Limited is Titan Court, 3 Bishops Square, Hatfield Business Park, Hatfield, Hertfordshire, AL10 9NE. Registered in England. Company registration number: 3875000.