Terms and Conditions for Purchasing Products and Using Freshket Services.

Welcome to Freshket, managed by Polar Bear Mission Co., Ltd. These terms and conditions for purchasing products and using Freshket's services (“Terms and Conditions”), set out the important details related to the rights, obligations, and remedies available to the Users. It includes limitations, exceptions, and applicable regulations governing the relationship between Freshket and Users. We encourage you to thoroughly review these Terms and Conditions before using our platform. By accessing and using our platform, you agree to be bound by these Terms and Conditions.

Freshket is an online marketplace that offers products for sale through the Platform, focusing on food and related products. This includes, but is not limited to, fresh food, dry food, meat, vegetables, fruits, instant food, fermented food, processed foods, seasonings, beverages, seasoning powder, and consumer products. Additionally, Freshket's Services extend to delivering these products directly to the User's specified location, whether it be a home, condominium, restaurant, hotel, workplace, or any other place within Freshket's service area.

"Freshket" means Polar Bear Mission Company Limited.

"Platform" means Freshket's Website and Applications under the trademark "Freshket" including other channels that Freshket accepts.

"User" means any individual or juristic person who registers to use the Platform, applicable to both individual and business users.

"Individual User" means any User who registers on the Platform as a natural person and does not operate a restaurant business or any business related to food or beverages.

"Business User" means any User who registers on the Platform either as a natural person operating a restaurant or a business related to food or beverages, or as a juristic person.

"Products" means any product that Freshket offers for sale on the Platform, including, but not limited to, ingredients, fresh produce, dried food, seasonings, and other related products.

"Services" means Products offering, selling, delivery and other services related to products that are provided or to be provided through the Platform or performed by Freshket.

"Website" refers to the website with the domain name www.freshket.co or any other domain name that is assigned, changed, or adjusted, which Freshket will notify.

"Application" refers to an application on smartphones or other electronic devices that provides Services under the trademark and/or trade name 'freshket' or any other trademark and/or trade name of Freshket.

"Purchase Order" means an order placement through the Platform or any other channels, including but not limited to online communication, email, the User's ERP system, or any other channel that Freshket allows.

"Force Majeure" means any event beyond Freshket's control that prevents Freshket from delivering Products on the specified date, time, and/or location in the User's order, or from fulfilling the Terms and Conditions. This includes events that could occur and impact Product delivery to Users, even if Freshket has taken due care, such as floods, earthquakes, fires, strikes, political unrest, shortages of raw materials or equipment, cyber attack, epidemics, accidents, legal changes affecting sales or services, and government or regulatory orders that Freshket is obliged to follow.

   2.1 Account Registration Conditions

If a User wishes to place a Purchase Order or use Services, the User is required to register as a User on the Platform with the following conditions:

     2.1.1 Individual User

Users must be at least 18 years old to register. If a User is under 18, the User may register only under the supervision of a guardian or legal authority.

For Individual User accounts, Freshket does not require document verification to confirm the accuracy of User-provided information. Therefore, Freshket cannot guarantee the correctness of User details such as name, age, and address. It is assumed that any Purchase Orders placed by Users under 18 are made under the supervision or consent of a guardian or legal authority, making the transactions legally valid and complete.

     2.1.2 Business User, as a juristic person

The User warrants that the registration of their account is done: (a) within the entity's registered purpose with the Department of Business Development, Ministry of Commerce; (b) with acknowledgment and authorization by the entity's authorized directors; and (c) in a manner that is legally binding and enforceable upon the company.

When the User uses the Platform, purchases any Products, or uses any Services, it is deemed that the User acknowledges and accepts the provisions of these Terms and Conditions. This includes, but is not limited to, other terms, conditions, and policies appearing on the Platform, and any changes or additions. The User must also comply with relevant laws.

   2.2 User's Account Management

Since the User's account records their personal information, including payment details for Products and Services, it is essential for the User to keep their account name and password confidential to prevent unauthorized access to their personal information. If the User is an Individual User, they must not share their account credentials with anyone else. If the User discovers or reasonably suspects unauthorized access to their account, they should immediately notify Freshket to prevent any potential damage to their account and personal information.

   2.3 Liability of the User’s Account Owner

The User shall be responsible for any actions taken through their account. The User acknowledges that they are solely responsible for accessing the Platform, including keeping the confidentiality of their password and security code, and taking any necessary actions to protect themselves. If the User discloses or shares their account name and password with others, they must take responsibility for any actions taken through such account and cannot deny that such actions were done without their knowledge or consent. Additionally, the User is obligated to ensure that any information provided to Freshket in their account is correct and true. In the event of any changes to such information, the User must notify Freshket; otherwise, Freshket will use the latest information provided, such as the delivery address or contact phone number for delivery.

   2.4 Change of the User’s Account Owner or User’s Account Transfer

The User cannot change the ownership of their account, nor can the account be transferred to another individual or juristic person. The User acknowledges and agrees that any special privileges or discounts offered by Freshket to their account are exclusive rights that cannot be transferred or assigned to another person or entity without prior written consent from Freshket.

   3.1 User’s account registration and accession of the Platform

Freshket currently provides a service to register for a User’s account and access the Platform without fees, whether the User has placed a Purchase Order or not.

   3.2 Other Services for the User

The Service Fee will be adjusted and displayed on the Platform or shown to the User before confirming the Purchase Order or as agreed upon.

   3.3 Change of Services or Fees

Freshket may change its services and any policies in the future. The policy regarding fees and other service charges may be modified as deemed appropriate by Freshket. In the event of such changes, Freshket will notify the User via the Platform in advance.

Freshket may offer special discounts during promotional periods. These special discounts are temporary, and their duration will depend on the promotion period as announced and advertised on the Platform and other Freshket media. All service fees will be collected in Thai Baht and are inclusive of VAT. However, the User is responsible for any taxes (if applicable) arising from the use of Services and the purchase of Products.

If the User's account is cancelled or suspended, the User remains responsible for settling any outstanding debts incurred before the account's cancellation or suspension. These outstanding debts may arise from purchasing Products, using Services, damages, or any compensation, including accrued interest and/or default interest.

To place a Purchase Order and use Services, the User must register a User’s account and agree to these Terms and Conditions. Additionally, the User must be able to pay for Products and Services via online channels.

However, when placing a Purchase Order for alcoholic beverages, Freshket will only sell such Products through its Platform to Business Users for business-to-business purposes. These Products will not be sold to direct consumers or Individual Users. In this case, the Business User must confirm that it has obtained all necessary licenses, consents, approvals, authorizations, and registrations required by law for the sale of such Products. These certifications must be legally obtained, valid, and effective according to the law, without expiration or having been cancelled or revoked.

   6.1 Placing a Purchase Order

     6.1.1 Products price

The Product Prices, as determined by Freshket and displayed in the Product list on the Platform, are inclusive of VAT. After the User has finished selecting Products, Freshket's system will calculate and display the Product Prices, VAT, and delivery fee separately. This facilitates the User's review before confirming a Purchase Order and making a payment.

     6.1.2 Channels for Placing a Purchase Order

To place a Purchase Order, the User must select Products and complete the transaction through the Platform, following the method specified by Freshket. The User is responsible for reviewing the product list before confirming the order. Once a Purchase Order is confirmed, the User will not be able to change the product list.

Users can place multiple Purchase Orders simultaneously, without the need to complete any previous Purchase Orders. They can specify and separate the delivery date and time for each Purchase Order. It is essential for the User to clearly specify the date, time, and place of delivery for each Purchase Order in advance.

     6.1.3 Completion of Purchase Order

After the User has confirmed a Purchase Order, such a Purchase Order shall not be considered complete until the User has completed the payment for it in full. This does not apply to Business Users, who are not obliged to complete the payment immediately after confirming a Purchase Order. For such Business Users, a Purchase Order is deemed completed immediately upon confirmation.

Once a Purchase Order has been confirmed, Freshket's internal system will automatically issue a Purchase Order number. The User will receive a Purchase Order confirmation via the email provided to Freshket, with instructions to complete the payment within the specified period. Upon completing the payment, the User will receive a confirmation email. The User cannot change the list of products in a purchase order that has been confirmed as completed.

   6.2 Payment

The User can select payment methods according to those specified by Freshket as follows:

• Credit/Debit Card
• PayPlus – K Plus
• QR Code
• Any other methods specified and further informed by Freshket.

The User must complete the payment within a period specified by Freshket after confirming a Purchase Order. Once the User has made a payment using one of the methods specified by Freshket, the Purchase Order will be considered complete immediately. If the User does not complete the payment within the specified period, Freshket's internal system will automatically cancel the Purchase Order, and the User will no longer be able to make payment for it. To place a new Purchase Order, the User must re-select the Products they wish to order.

For the Business User, who is not obliged to make the payment immediately after placing a Purchase Order, payment must be completed within the day the Products are received from Freshket or within any period specified by Freshket in the invoice, or as informed by Freshket on a case-by-case basis. If the User fails to complete the payment within the specified period, interest will be incurred on the late payment at a rate of fifteen percent (15%) per annum from the date the payment becomes overdue. Furthermore, additional terms and conditions are subject to those specified by Freshket

   6.3 Cancellation of the Purchase Order

After the User has confirmed the Purchase Order and paid for the Products, the User will not be able to cancel the order under any circumstances, except for Business Users who have not yet reached the payment deadline and can cancel the order under 2 conditions as follows:

• For delivery scheduled before 2:00 PM, the User can cancel the Purchase Order by 9:00 PM on the day before the scheduled delivery date, or
• For delivery scheduled after 2:00 PM, the User can cancel the Purchase Order by 1:00 AM on the delivery day or within the time frame specified by Freshket according to the situation

If the User proceed to cancel the Purchase Order within the specified timeframe, there will be no penalties or charges. However, if the period mentioned above has passed, the Purchase Order cannot be cancelled. If the User notifies of the cancellation after the specified time, it is acknowledged that the cancellation will not be effective. Freshket will deliver the Products and charge for the Products price as detailed and agreed upon in the original Purchase Order.

Freshket will deliver Products to restaurants, shops, residences, establishments, or any other locations specified by the user. Freshket will inform the user of the delivery fee before the User confirms a Purchase Order.

To deliver Products to an Individual User, Freshket, Freshket’s employees, or the shipping company chosen by Freshket will contact the User to confirm the delivery location during the delivery period selected by the User at the time of placing a Purchase Order. The User is responsible for responding to phone calls from Freshket, Freshket’s employees, or the shipping company chosen by Freshket, for confirming delivery information.

For delivery to a Business User, Freshket, Freshket’s employees, or the shipping company chosen by Freshket will deliver the Products within the delivery period selected by the User at the time of placing a Purchase Order. If Freshket, Freshket’s employees, or the shipping company chosen by Freshket arrive at the delivery location within the selected delivery period but cannot find the User or the User’s representative, the Customer Success staff of Freshket will contact the user to notify them of the Product delivery.

In the event that Freshket, its employees, or the shipping company chosen by Freshket cannot contact the User during the selected delivery period due to an inability to deliver the Products or find the delivery location, Freshket and its representatives reserve the right to return the Products and suspend delivery without refunding any charges or fees on the Product and delivery costs.

Should the User request a redelivery in such cases, Freshket will attempt to deliver the same Products that were originally prepared. However, the User will be responsible for the actual redelivery costs, which Freshket will notify the User of before the redelivery. Given that the Products may include fresh produce, the User acknowledges and agrees that Freshket cannot guarantee the freshness of such Product to be equivalent to its original condition at the time of the first delivery.

   8.1 In case the User rejected Products delivered by Freshket

When Freshket delivers Products to the designated location and the User rejects them, citing reasons such as incomplete orders or discrepancies in the Products’ quality or appearance compared to what was described on the Platform, Freshket will conduct an inspection. If it is confirmed that the order is incomplete, or the quality or appearance of the Products differs from what was agreed upon, Freshket will issue a refund to the User. This refund will be in the form of a credit issued within 30 (thirty) business days, which the User may apply towards future purchases or to receive replacement Products. The terms for using this credit are detailed in Clause 8.4.

For the Business User whose payment is not yet due, Freshket will either deduct the cost of the claimed Products from the bill or issue a credit note to the User on a case-by-case basis. If the User notifies Freshket of the need to use such Products, Freshket will deliver replacement Products of the same or similar quality and appearance as the claimed Products within the same day. However, if Freshket is unable to deliver the replacement Products on that day, Freshket reserves the right to deliver them on the following day.

   8.2 In case the User received Products delivered by Freshket

When the User receives Products from Freshket and discovers that the order is incomplete, or the quality or appearance of the Products differs from what was described on the Platform, the User must notify Freshket within 7 (seven) days. For fresh produce, perishable foods, bakery, daily products or processed foods, the notification must be made within 24 (twenty-four) hours of receipt. This can be done through the Platform's Live Chat, where the User must send a photo of the Products displaying Freshket’s QR code, photo and/or provide any information as requested by Freshket which may vary according to the characteristics of each product for inspection and consideration. If Freshket's inspection confirms the issue, Freshket will issue a refund for the claimed Products to the User in the form of a credit within 30 (thirty) business days. This credit can be used for future purchases or to receive replacement Products, in accordance with Clause 8.4.

For the Business User whose payment is not yet due, Freshket will either deduct the cost of the claimed Products from the bill or issue a credit note, as applicable. Unless the User notifies Freshket of the need to use such Products, Freshket will deliver replacement Products of the same or similar quality and appearance as the claimed Products within the same day. However, if Freshket is unable to deliver the replacement Products on the same day, it reserves the right to deliver them on the following day.

   8.3 Freshket does not warrant Products in the following cases:

     1. The User fails to notify Freshket of any Product issues within the aforementioned period. In such cases, Freshket will not be liable in any case.

     2. The User has processed the Products reported to Freshket as damaged before Freshket could inspect or accept the return of the Products.

Products offered on the Platform come in a variety of grades (Product grading), with differences in quality and appearance depending on the Product grading. The User acknowledges and agrees that, in accordance with Clause 8, Freshket will assess the quality and appearance of Products for refunds or replacements based on the grading of the Products purchased by the user.

   8.4 Terms for using a credit

     8.4.1 Users can use credit received from Freshket under Clauses 8.1 and 8.2 to purchase Products within 2 calendar years. If not used within this time frame, Freshket may cancel the credit immediately without prior notice.

     8.4.2 Freshket reserves the right to restrict the use of credits issued under Clauses 8.1 and 8.2 if payment for the billing cycle that generated the credit is not received. Credits cannot be applied to Purchase Orders placed before the credit was received.

     8.4.3 Users acknowledge that credits less than 20 baht cannot be converted to cash but can still be used for future purchases.

   8.5 Force Majeure

In the event of force majeure that prevents Freshket from delivering Products, Freshket will issue a full refund to the User for any amounts already paid. This refund will be provided as a credit to the User within 30 (thirty) business days. For Business Users whose payments have not yet become due, Freshket will notify the Users as soon as it becomes aware of the force majeure event.

Freshket owns the copyright for all Product photographs displayed on the Platform. If Freshket is not the copyright owner of a particular photograph, it has legally acquired the rights to use and distribute it from the copyright holders. Freshket reserves the right to prohibit anyone from using, reproducing, displaying, publishing, distributing, editing, or altering any Product photographs on the Platform without Freshket's prior written consent. Unauthorized use, reproduction, display, publication, distribution, editing, or alteration of Product photographs constitutes copyright infringement and is illegal.

Apart from photographs of Products, any graphics, logos, marks, designs, as well as the design of the Website and Application, including any text that appears on the Platform, are considered the intellectual property of Freshket, regardless of whether it is registered under Freshket's name. This includes all intellectual properties rights, such as copyrights, patents, trademarks, service marks, trade names, business names, and domain names owned by Freshket and its affiliates (“Intellectual Property and Other Rights”). Freshket does not permit the use of its Intellectual Property and Other Rights without prior written consent. This applies to direct use or incorporation into the user's own works in a way that could cause confusion with Freshket's Intellectual Property and Other Rights.

Freshket reserves the right to temporarily suspend the User’s account, revoke any privileges, cancel the account, or restrict access to the Platform immediately without prior notice and without refunding any fees in the following cases:

   (1) Freshket has a reason to believe the User has violated any Terms and Conditions, the Privacy Policy, product purchase and service usage conditions, or any other policies displayed on the Platform, including any amendments to theseTerms and Conditions.

   (2) If the User has any outstanding balance or overdue debt, whether from using Services, purchasing Products, or any other obligations to Freshket, Freshket reserves the right to suspend or cancel any privileges or promotions granted to the User by Freshket, including the use of credits.

   (3) Freshket suspects the User of engaging in fraudulent activities, deceit, or any actions causing financial harm to Freshket or other Users.

   (4) Freshket believes the User has utilized Intellectual Property and Other Rights without prior written consent from Freshket.

   (5) Freshket has grounds to suspect the User is purchasing alcoholic beverages for purposes other than those specified in the purchase conditions, or has violated any representations and warranties associated with such purchases.

   (6) The User faces bankruptcy, receivership orders, asset seizures, or is unable to settle debts, including those arising from Product purchases or service usage. In such cases, the User must ensure any Freshket products or assets in their possession are safeguarded against legal actions, seizures, or claims by third parties.

In this connection, Freshket's exercise of the right to suspend or cancel privileges and the User's account will not affect its rights to claim damages or compensation (if any) from the User.

The protection of personal data is governed by the Privacy Policy, which can be accessed via this link: https://www.freshket.co/privacy-policy.

The User acknowledges and agrees that Freshket, along with its directors, contractors, employees, and representatives, provides the Products and Services on the Platform on an 'as-is' basis. Freshket does not guarantee that the Services will be free from bugs, errors, or viruses. Furthermore, Freshket and its affiliates make no guarantees regarding the Services' performance, commercial utility, suitability, or non-infringement of third-party rights. Additionally, the User understands that any advice or information received from Freshket and its affiliates, whether verbal or written, shall not constitute a warranty for the Services rendered.

In no event shall Freshket, or its officers, directors, employees, and suppliers (as applicable), be liable for any direct, indirect, general, special, compensatory, consequential, or incidental damages. This includes damages arising from the use of Freshket’s Services or these Terms and Conditions, such as lost profits, bodily injury, emotional distress, or any other special, incidental, or consequential damages. The liability of Freshket, and its officers, directors, employees, and suppliers, to Users or any third parties under any circumstances is limited to the greater of (a) the amount of the fee (excluding product payments) paid to Freshket in the 12 months preceding the action that resulted in liability, or (b) THB 2,000 (two thousand baht).

   15.1 The User agrees to indemnify and hold Freshket, its affiliates, directors, agents, employees, contractors, and representatives harmless in the event of any third-party claims, lawsuits, civil, and/or criminal actions against Freshket arising from the User's actions or breach of these Terms and Conditions, Privacy Policy, or any other terms and conditions and policies presented on the Platform.

   15.2 Freshket reserves the right to offset any existing debts between Freshket and the User. However, the exercise of this right is at Freshket's sole discretion.

In the event that any provisions of these Terms and Conditions are found to be invalid or unenforceable, the User agrees and consents to Freshket revising or changing such provisions to reflect the intended purpose of the Services. The User also agrees that the remaining terms and conditions, which are not void or unenforceable, shall continue to be in force between Freshket and the User.

Freshket is an online marketplace and a service provider related to the sale and purchase of Products. Freshket operates independently. The User acknowledges that Freshket does not appoint agents, partnerships, joint ventures, or establish franchises that would imply that such entities are authorized to act as representatives of Freshket or on its behalf.

Freshket reserves the right to change or cancel any Services at any time without prior notice for any reason. Furthermore, Freshket reserves the right to modify any terms, conditions, and policies appearing on the Platform as deemed appropriate. Therefore, Users are advised to regularly review the Terms and Conditions and policies on the Platform. If there are significant edits or changes to any terms, conditions, or policies, Freshket will notify Users through the Platform, email, or other appropriate channels. Freshket commits to exercising these rights appropriately and in good faith.

These Terms and Conditions are governed by and construed in accordance with the laws of Thailand. In the event that the User wishes to make complaints, inquiries, or disputes related to Freshket’s operations, the User acknowledges and agrees to first reach out to Freshket directly to file any complaints, inquiries, or disputes. Freshket will use its best efforts to correct any defects and errors arising from its actions. However, if the User and Freshket cannot resolve their disputes amicably, such disputes will be subject to the jurisdiction of Thai court.

If you have any questions or need further information about our terms and conditions, you can contact us:

Polar Bear Mission Company Limited

Address: 163/141 Soi Prachautid 11, Don Mueang Sub-district, Don Mueang District, Bangkok 10210

Email: contact@freshket.co

   

This Terms and Conditions is effective on October 7, 2024, onwards.