Terms of business

These are the terms Refresh Surplus trades on. They cover buying surplus stock from sellers, selling it on to buyers, and the referral programme. Every deal also has its own written offer, which sets out what is being bought, on what basis and on what payment terms.

1. About these terms

Refresh Surplus Ltd is a surplus stock brokerage, registered in England and Wales (Company No. 15565781) at 4th Floor, 14 Museum Place, Cardiff CF10 3BH. We buy short-dated, best-before-passed, end-of-line and overstocked food, drink and FMCG inventory. We buy as principal, which means we take the stock on ourselves and resell it through our own buyer network rather than broker it on someone else's behalf.

These terms govern the trading relationship. They are not the deal itself. The specifics of a transaction, meaning what is being bought, in what quantity, at what price, and how collection and payment work, are set out in the written offer for that deal. Where the two differ, the offer governs that transaction.

We may update these terms. The version published here when an offer is made is the version that applies to it.

2. Stock lists and enquiries

Sending us a stock list, a buyer enquiry or a referral costs nothing and commits nobody. It is not an offer to buy or sell, it does not create a contract, and neither side is obliged to go further. We may ask questions, decline the stock or take an enquiry no further, and we do not have to give a reason.

We publish no response time in these terms. Any timings quoted elsewhere on this site are what we aim for, not a contractual commitment.

Only send information you are entitled to share. A stock list or a referral often carries someone else's details, and our privacy policy explains how we handle personal data on every route into the desk.

3. Offers

Our offers are made in writing. Until a written offer is issued, nothing discussed is binding on either side, and no figure mentioned in conversation is an offer.

An offer is priced on the information you give us, and it is subject to the stock being as described:

• Quantities and dates. The case and pallet counts, batch details and best-before or use-by dates match the list.
• Condition and storage. Packaging, labelling and condition are as described, and the stock has been stored correctly and legally throughout.
• Right to sell. You own the stock and are free to sell it, with no charge, retention of title or third-party claim over it.

Each offer states what it covers and how long it stands. If the stock turns out to differ from the list, we may re-price the load or withdraw the offer. Accepting an offer in writing forms the contract for that deal, on these terms together with the terms of the offer.

4. Collection

Collection is arranged deal by deal, and the offer says who arranges it, who pays for it and when it happens. Before the vehicle arrives, the seller is responsible for making sure that:

• The load matches the list. The quantities are there and the date codes, batch details and product descriptions are the ones we priced.
• It is legally saleable. Storage, temperature control and handling have met the rules that apply to the goods, and the stock is yours to sell.
• It is ready to move. The stock is palletised, wrapped and accessible, and the site can take the vehicle booked.

If the load on the dock does not match the list, we may adjust the price, take part of the load or decline it. Title and risk pass as the offer sets out.

5. Payment

Payment terms are agreed per deal and stated in the written offer. Some deals are paid pro forma, in advance of collection. Others are paid on or after collection. The offer for your deal is the document that says which, and it is the only place those terms are set.

We pay to the bank details confirmed in writing by the account holder. We will not act on a change of bank details sent by email alone, so expect a call to verify one. VAT, duty and any export paperwork are handled as the offer sets out, and both sides provide the documentation the transaction needs.

6. Buying from us

Stock we sell is sold as described in the offer or listing for that load, including its date codes, condition and any damage noted. Buyers are responsible for satisfying themselves that the stock suits their market, and for meeting the labelling, storage and food safety rules that apply to them once it is theirs.

Some loads are sold with conditions on where they can be resold. Where a resale channel or territory restriction is agreed, it is stated in the deal terms and it binds the buyer.

7. Referrals

Anyone can refer stock to us. A referral fee is payable only where we have agreed one with you in writing before the offer goes to the seller, and only on a transaction that completes. If the deal does not complete, no fee is due.

The fee itself, and when it is paid, are whatever we agreed in writing for that referral. There is no exclusivity: referring stock to us does not stop you taking it elsewhere. A referral does not make you our agent, and it does not give you authority to negotiate, quote prices or make commitments on our behalf.

8. Liability

We will carry out what we agree to do with reasonable care and skill. Beyond that, our total liability in connection with a deal is limited to the price of the stock in that deal.

We are not liable for loss of profit, loss of business, loss of contracts or goodwill, or for any indirect or consequential loss.

Nothing in these terms limits or excludes any liability that cannot lawfully be limited or excluded. That includes liability for fraud or fraudulent misrepresentation, and for death or personal injury caused by negligence.

These terms are written for business to business trading. If you are dealing with us as a consumer, tell us before we make an offer, because nothing here affects rights you have by law.

9. General

Any change to a deal needs to be agreed in writing by both sides. If anything in these terms conflicts with the written offer for a deal, the offer prevails for that deal. If any part of these terms is found to be unenforceable, the rest continues to apply.

Only the parties to a deal can enforce it. These terms, and any deal made under them, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Questions about these terms go to [email protected], or to Refresh Surplus Ltd, 4th Floor, 14 Museum Place, Cardiff CF10 3BH.