Produce Market Terms of Trade
Introduction
These Terms of Trade govern all transactions between Produce Market Ltd (“Produce Market”) and any grower, producer, packer, exporter or supplier (“the Grower”) supplying fresh produce for sale, marketing or distribution into the United Kingdom.
These Terms are intended to ensure clarity in relation to commercial structure, ownership, responsibility, payment, and the nature of the trading relationship. They are designed to prevent misunderstanding or dispute and to establish a consistent, transparent framework under which Produce Market operates.
By supplying product, entering into discussions, agreeing pricing, confirming availability, or engaging in any commercial activity with Produce Market, the Grower confirms acceptance of these Terms of Trade. Any terms or conditions proposed by the Grower shall not apply unless expressly agreed in writing by Produce Market. No variation of these Terms shall be binding unless confirmed in writing by an authorised representative of Produce Market Ltd.
1. Nature of Relationship and Capacity
1.1 Produce Market operates under a flexible commercial structure and may act in different capacities depending on the nature of the transaction or supply arrangement. These capacities include acting as a commercial representative, a commission-based sales agent, or as a principal buyer of goods.
1.2 The specific capacity in which Produce Market acts shall be agreed in writing prior to the commencement of trade. In the absence of such written confirmation, Produce Market shall be deemed to be acting as a commission-based sales agent only.

1.3 Nothing in these Terms shall be construed as creating a partnership, joint venture, or employment relationship between Produce Market and the Grower. The Grower acts at all times as an independent supplier.
2. Commercial Models
2.1 Produce Market operates three distinct commercial models. The applicable model shall be agreed prior to trade and may vary depending on the product, volume, market conditions, or structure of the relationship.
2.2 Under the Grower Representation Model, Produce Market acts as the exclusive commercial representative of the Grower within the United Kingdom. Produce Market manages all buyer relationships, sales activity, and commercial communication on behalf of the Grower. The Grower retains ownership of the product until sale.
2.3 Under the Commission Sales Model, Produce Market markets and sells product on behalf of the Grower on a non-exclusive and transaction-specific basis. The Grower retains ownership of the product and each sale is agreed individually.
2.4 Under the Direct Trading Model, Produce Market purchases product outright from the Grower and acts as principal in the onward sale. Ownership and risk transfer to Produce Market at the point agreed in writing for that transaction.
2.5 The Grower acknowledges that the commercial model applied directly affects ownership, risk, pricing and responsibility, and agrees to operate in accordance with the model confirmed by Produce Market.
3. Commission and Commercial Charges
3.1 Where Produce Market operates under a representation or commission-based arrangement, a commission shall be applied to all sales generated through Produce Market.
3.2 Under the Grower Representation Model, the standard commission shall be fixed at eight percent (8%) of the gross sales value, unless otherwise agreed in writing.
3.3 Gross sales value shall be defined as the full invoice value charged to the buyer for the product supplied, prior to any deductions unless expressly agreed.
3.4 Under the Commission Sales Model, the applicable commission rate shall be agreed in advance on a per-transaction or ongoing basis. In the absence of agreement, Produce Market reserves the right to apply a commercially reasonable commission reflective of market conditions.
3.5 The Grower acknowledges that the commission charged reflects the full scope of services provided by Produce Market, including sales management, buyer development, negotiation, communication, and market access.
3.6 No additional charges shall be applied unless agreed in writing. Produce Market operates a transparent commercial structure and does not apply undisclosed margins or fees under representation or commission arrangements.
4. Payment Terms and Collection of Funds
4.1 Produce Market may act as a collection agent for payments relating to sales made under representation or commission arrangements. In such cases, payment shall be made by the buyer directly to Produce Market.
4.2 Produce Market shall remit payment to the Grower following receipt of cleared funds, less any agreed commission and any costs agreed in advance or reasonably incurred in connection with the transaction.
4.3 Payment to the Grower is strictly conditional upon receipt of funds from the buyer. Produce Market does not guarantee payment and shall not be liable for non-payment, delayed payment or default by the buyer.
4.4 The Grower acknowledges that Produce Market does not provide credit, financing or payment guarantees unless expressly agreed in writing.
4.5 Payment terms, including timing, currency, and method of remittance, shall be agreed in writing prior to trade.
5. Exclusivity and Non-Circumvention
5.1 Where Produce Market operates under a Grower Representation arrangement, the relationship shall be deemed exclusive within the United Kingdom unless otherwise agreed.
5.2 The Grower shall not, directly or indirectly, supply, market, or sell product to any UK buyer introduced by Produce Market or to any buyer with whom Produce Market has established a commercial relationship on the Grower’s behalf.
5.3 The Grower shall not attempt to bypass, avoid, or circumvent Produce Market in any commercial dealings relating to such buyers.
5.4 This obligation shall apply throughout the duration of the relationship and shall continue for a period of twelve (12) months following termination of the relationship.

5.5 In the event of breach, Produce Market reserves the right to recover lost commission, claim damages, and terminate the relationship with immediate effect.
6. Determination of Commercial Terms
6.1 All commercial terms, including pricing, volumes, specifications, delivery terms and applicable model, shall be agreed in writing prior to supply.
6.2 Produce Market reserves the right to determine the most appropriate commercial structure based on market conditions, buyer requirements, and the Grower’s capability to supply consistently and to specification.
6.3 The Grower acknowledges that fresh produce markets are volatile and subject to change, and agrees to operate in a commercially reasonable manner in response to such conditions.
7. Compliance with Laws, Regulations and Standards
7.1 The Grower shall ensure that all goods supplied comply fully with all applicable statutory, regulatory and legal requirements of the country of origin, any country of transit, and the United Kingdom as the country of destination.
7.2 This includes, but is not limited to, compliance with food safety legislation, plant health requirements, pesticide regulations, maximum residue levels (MRLs), traceability requirements, labelling laws, and any applicable retailer or customer-specific standards.
7.3 The Grower acknowledges that regulatory requirements may vary between markets and that the United Kingdom operates strict controls on pesticide residues, contaminants and product compliance. The Grower shall ensure that only approved substances are used and that all applications are carried out in accordance with applicable legislation and manufacturer guidelines.
7.4 The Grower shall remain fully responsible for ensuring compliance with all applicable regulations. Produce Market accepts no liability for goods that fail to meet legal, regulatory or customer-specific requirements.

7.5 All goods shall be grown, harvested, handled, stored, packed and transported in accordance with recognised industry standards, including Good Agricultural Practice (GAP), Good Handling Practice (GHP) and any applicable food safety standards.
8. Certifications and Assurance Standards
8.1 The Grower shall hold and maintain all relevant certifications required to supply the UK market. This may include, but is not limited to, GlobalG.A.P., GRASP, BRC, or other recognised food safety and ethical compliance standards.
8.2 Certification requirements may vary depending on the end customer or supply channel. The Grower agrees to meet any additional certification or audit requirements where specified prior to trade.
8.3 The Grower shall provide valid certification documents upon request and shall notify Produce Market immediately of any suspension, withdrawal or expiry of certification.

8.4 Produce Market reserves the right to suspend or terminate supply where certification requirements are not met or are no longer valid.
9. Product Quality and Specification
9.1 All goods supplied must strictly conform to the agreed specification, including but not limited to size, grade, weight, presentation, maturity, and condition.
9.2 The Grower warrants that all product supplied is of sound merchantable quality, free from defects, contamination, disease, pest damage, and any condition that would render the product unfit for sale or consumption.
9.3 The Grower shall ensure that product is harvested at the correct stage of maturity and handled in a manner that preserves quality throughout the supply chain.
9.4 Where specifications are not explicitly defined, the product must meet standard commercial expectations for the UK wholesale, foodservice or retail market, as applicable.

9.5 The Grower acknowledges that fresh produce is perishable and that failure to meet agreed quality standards may result in rejection, claims or loss of value, for which the Grower shall remain responsible.
10. Packaging and Labelling
10.1 All goods shall be packed in accordance with agreed specifications and in a manner suitable to protect the product during transport, handling and storage.
10.2 Packaging must be fit for purpose, structurally sound, and compliant with UK and international requirements, including any specific buyer requirements.
10.3 All labelling must be accurate, clear and compliant with applicable regulations. This includes, where required, country of origin, product description, batch or lot identification, grower identification, and any other traceability information.

10.4 Incorrect, inadequate or non-compliant packaging or labelling shall be treated as a failure to meet specification and may result in rejection or associated costs being charged to the Grower.
11. Delivery, Logistics and Supply Obligations
11.1 The Grower shall supply goods in accordance with the agreed commercial terms, including quantity, specification, packaging and delivery schedule.
11.2 Time of delivery is of the essence. The Grower acknowledges that Produce Market operates within a time-sensitive supply chain and that delays may result in commercial loss.
11.3 The Grower shall ensure that all logistics arrangements, including transport, handling and documentation, are carried out in a professional and competent manner.
11.4 The Grower shall provide all necessary shipping documentation accurately and in a timely manner, including but not limited to invoices, packing lists, phytosanitary certificates, and any other required documentation.

11.5 Any delay, shortage, or failure to supply must be communicated to Produce Market immediately upon becoming known.
12. Risk, Responsibility and Condition of Goods
12.1 Unless otherwise agreed in writing, the Grower shall remain fully responsible for the condition, quality and compliance of the goods until delivery to the agreed destination and acceptance by the buyer or Produce Market.
12.2 Responsibility shall not transfer where deterioration arises from:
- Inherent defects in the product
- Failure to meet agreed specification
- Inadequate packaging
- Improper handling prior to delivery
- Temperature abuse prior to delivery
- Regulatory non-compliance
12.3 The Grower acknowledges that fresh produce is subject to natural deterioration; however, such deterioration shall not be accepted where it results from poor quality, incorrect harvesting, inadequate preparation, or failure to meet agreed standards.
13. Inspection and Right of Rejection
13.1 Produce Market and/or its buyers shall have the right to inspect all goods upon arrival and within a reasonable period thereafter.
13.2 Inspection may include visual assessment, weight checks, temperature checks, and laboratory testing, including pesticide residue analysis where required.
13.3 Goods shall not be deemed accepted until such inspection has taken place.
13.4 Produce Market reserves the right to reject any goods that do not meet agreed specification, quality standards, or regulatory requirements.
13.5 Rejection may occur at any point where non-compliance becomes evident, including after initial inspection.

13.6 Acceptance of goods or payment of invoices shall not constitute a waiver of any rights in respect of defective or non-compliant product.
14. Failure to Supply
14.1 Where the Grower fails to supply goods in accordance with agreed quantity, specification or timing, Produce Market reserves the right to source replacement product from alternative suppliers.
14.2 The Grower shall be liable for any reasonable additional costs incurred as a result of such failure, including price differences, logistics costs and any associated commercial losses.

14.3 The Grower acknowledges that Produce Market is reliant on consistent supply to meet its obligations to buyers and that failure to supply may result in reputational and financial impact.
15. Claims and Quality Disputes
15.1 In the event that goods are found to be defective, non-compliant, or not in accordance with agreed specification, Produce Market and/or its buyer shall notify the Grower within a reasonable timeframe after discovery of the issue.
15.2 The Grower acknowledges that certain defects, including but not limited to internal condition issues, pesticide residue breaches, contamination, or shelf-life failures, may not be immediately apparent at the point of delivery and may be identified after distribution, storage or further inspection.
15.3 Where a claim arises, Produce Market shall be entitled to investigate the issue, including obtaining independent inspection reports, laboratory analysis, or third-party assessments where appropriate.
15.4 The Grower agrees to fully cooperate with any investigation and to provide any requested documentation, including spray records, traceability data, harvest details, and handling records.
15.5 Where goods are determined to be non-compliant, defective or below specification, the Grower shall be fully responsible for all resulting losses, including but not limited to:
- Product rejection or downgrade
- Loss of value or resale price
- Disposal or destruction costs
- Transport and handling costs
- Inspection and laboratory testing fees
- Customer claims or penalties
15.6 Produce Market reserves the right to deduct such costs from any sums owed to the Grower or to recover such costs directly where necessary.
16. Mitigation and Disposal of Goods
16.1 Where goods are rejected, damaged, or otherwise non-compliant, Produce Market may take reasonable steps to mitigate loss.
16.2 Such steps may include resale of the goods at a reduced price, reworking, repacking, redirection, or disposal where necessary.
16.3 Any proceeds recovered from such mitigation shall be credited to the Grower only after deduction of all reasonable costs incurred, including logistics, handling, storage, labour, and administrative expenses.

16.4 Produce Market shall not be required to obtain prior approval from the Grower where immediate action is required to prevent further loss.
17. Limitation of Liability
17.1 Produce Market acts as a commercial intermediary and shall not be liable for losses arising from:
- Failure of the Grower to meet quality or compliance standards
- Inaccurate or incomplete information provided by the Grower
- Natural deterioration of perishable goods beyond reasonable control
- Buyer actions, including rejection or delayed acceptance, where such actions are commercially justified
17.2 Where Produce Market acts as a commission agent or representative, liability for the product remains with the Grower at all times until acceptance.
17.3 Produce Market’s total liability, where applicable, shall in all cases be limited to the value of the commission earned on the relevant transaction.

17.4 Produce Market shall not be liable for any indirect, consequential or loss of profit claims arising from any transaction.
18. Insurance
18.1 The Grower shall maintain adequate insurance cover with a reputable insurer to protect against all risks associated with the production, handling, storage and transport of goods.
18.2 Such insurance shall include, where applicable:
- Product liability
- Goods in transit
- Contamination and rejection risk
- Public liability
18.3 Evidence of insurance shall be provided to Produce Market upon request.
18.4 Produce Market shall not be responsible for insuring goods unless expressly agreed in writing for a specific transaction.

18.5 Where Produce Market agrees to arrange insurance on behalf of the Grower, such arrangement shall apply only where confirmed in writing and shall be subject to the terms of the relevant policy.
19. Force Majeure
19.1 Neither party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control.
19.2 Such circumstances may include, but are not limited to:
- Extreme weather conditions
- Natural disasters
- War, civil unrest or political disruption
- Government restrictions or regulatory changes
- Transport or logistics disruption
19.3 The affected party shall notify the other party as soon as reasonably practicable and take all reasonable steps to minimise the impact.
20. Termination
20.1 Produce Market reserves the right to terminate any commercial relationship or agreement with immediate effect where the Grower:
- Commits a material breach of these Terms
- Fails to meet quality or compliance requirements
- Provides inaccurate or misleading information
- Loses required certifications or approvals
- Becomes insolvent or unable to fulfil supply obligations
20.2 Termination shall not affect any rights or obligations accrued prior to termination, including any outstanding claims or payments.
21. Confidentiality
21.1 The Grower shall treat all commercial information received from Produce Market as confidential.
21.2 This includes, but is not limited to:
- Buyer identities
- Pricing structures
- Commercial arrangements
- Market information

21.3 The Grower shall not disclose such information to any third party without prior written consent.
22. Governing Law and Jurisdiction
22.1 These Terms of Trade and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

22.2 The parties submit to the non-exclusive jurisdiction of the courts of England and Wales.
23. Entire Agreement
23.1 These Terms of Trade constitute the entire agreement between Produce Market and the Grower in relation to the supply of goods and supersede all prior agreements, understandings or communications.
23.2 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

23.3 No failure or delay by Produce Market in exercising any right shall constitute a waiver of that right.
Contact and Notices
If you have any questions regarding these Terms of Trade or need to provide formal notice in relation to any supply, compliance or commercial matter, you may contact Produce Market Ltd using the details below:
Produce Market Ltd
167–169 Great Portland Street
5th Floor
London
W1W 5PF
United Kingdom
Email: info@produce-market.co.uk
Formal notices relating to these Terms must be provided in writing. Produce Market will respond within a commercially reasonable timeframe.