In these terms and conditions, except where the context otherwise requires, the following terms shall have the following meanings:
“Buyer” means the natural or legal person that purchases the Goods (as defined below) via the Website (as defined below);
“Company” means Deliveroo Belgium SPRL, a company existing and operating under Belgian law, with statutory seat located at Avenue Louise, 367, 1050 Brussels and registered at the Crossroads Bank for Enterprises under company number 0633 775 036. The Company’s VAT number is BE 0633 775 036. The Company partners with third-party packaging distributors;
“Conditions” means the present terms and conditions, as may be amended from time to time;
“Contract” means the contract between the Company and the Buyer as governed by provisions of the Conditions and the Order (as defined below);
“Force Majeure Event” has the meaning given to the term in article 16 of these Conditions;
“Goods” means the bags and packaging, whether branded or not, including samples (if any), offered for sale via the Website (as defined below);
“Order” means an order from the Buyer to purchase a particular quantity of Goods via the Website;
“Specifications” has the meaning given to the term in article 13.1 of these Conditions;
“Terms of Service” means the website terms of services available here https://deliveroopackaging.be/19408457/policies/32716043.html;
"Website" means the website https://deliveroopackaging.be/.
2.1 All Orders are subject to these Conditions and the placing of an Order by the Buyer shall be considered as acceptance of these Conditions.
2.2 These Conditions may not be modified or amended by the Buyer unless the Company agrees in writing and the Company shall not be deemed to accept any other terms and conditions, even if placed in an Order or any other communication from the Buyer. By placing an Order, the Buyer irrevocably renounces to all of its applicable (purchasing) terms of conditions.
2.3 The purchase of the products available on this website are exclusively designated for Deliveroo partners. Any purchase processed by non-partners will be cancelled.
The prices of the Goods are indicated in Euros, including and excluding VAT, on the description pages of the Goods. The delivery costs are clearly indicated. The Company may amend the prices from time to time. The applicable price shall be the price as indicated on the Website at the date of the Order.
4. PAYMENT TERMS
All amounts shall be paid exclusively and directly by the Buyer when placing the Order by Visa, Mastercard and American Express.
5.1 The Website provides a description of the Goods offered for sale. The illustrations published on the Website are not binding.
5.2 The Buyer undertakes to provide current, complete and accurate identification and account information when placing an Order for Goods. The Buyer shall promptly update purchase and account information, including email address and credit card numbers and expiration dates.
5.3 Orders placed in confirmation of telephone instructions should be clearly marked as such, otherwise any additional expense incurred by the Company as a result of a duplication of Order shall be charged to the Buyer.
5.4 The Orders will be processed subject to availability.
5.5 The Company shall confirm the Order or inform the Buyer of any shortage by e-mail within 2 hours from reception of the Order. The Company reserves the right to refuse any Order placed by the Buyer in its sole discretion. The Contract shall be entered into at the time of the confirmation of the Order by the Company.
6. DELIVERY DATES
Delivery dates are best-efforts undertakings made in good faith by the Company to indicate estimated delivery times but shall not amount to any contractual obligation to deliver at the time stated. The Buyer shall not seek any compensation from or attribute any liability to the Company for direct or consequential loss or damage of any nature whatsoever (including, but not limited to, loss of profits, operating loss, loss of customers or reputational damage) as a result of a delay in the delivery of any Goods.
7. OWNERSHIP AND RISKS
7.1 The risk in the Goods shall be transferred to the Buyer upon delivery of the Order and the Buyer shall insure the Goods accordingly.
7.2 The full legal property of the Goods shall be transferred from the Company to the Buyer upon payment by the Buyer of all the amounts due in respect of such Goods.
7.3 The Buyer shall, as long as the Goods remain property of the Company, keep the Goods separate from any other goods of the Buyer or goods of third parties and properly stored, protected, insured with a reputable insurance company and identified as the Company’s property. The Buyer shall be entitled to use the goods in the ordinary course of its business but, if it has not obtained the full legal property title on the disposed Goods, it shall promptly pay to the Company the amounts due.
7.4 If requested by the Company and as long as the Buyer has not obtained full legal property title on the Goods, the Buyer shall place the Goods at the disposal of the Company and the Company shall be entitled to enter on any premises of the Buyer for the purpose of repossessing the Goods.
8.1 The delivery of the Goods shall be deemed to have been made upon completion of offloading at the place of delivery designated by the Buyer in writing.
8.2 Timing for the delivery shall not be essential to the contract.
8.3 If the Buyer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions, then, without prejudice to any other remedy available to the Company, the Company may:
• Store the Goods until delivery can be made and charge the Buyer for the reasonable costs (including insurance) of storage; or
• After one month from the due delivery date, dispose of the Goods at the best price readily available and (after deducting all reasonable storage, insurance and selling costs) charge the Buyer for any shortfall.
9. DAMAGE IN TRANSIT AND SHORTAGES
9.1 Notwithstanding the provisions of these Conditions related to transfer of property and risks, the Company undertakes to repair or replace, free of charge, any Goods damaged up to their delivery, provided that the Buyer notifies in writing both the relevant transport company and the Company of the extent of the damage to the delivered Goods within three calendar days of the delivery of the Goods.
9.2 The Buyer shall verify the state and the quantity of the Goods on delivery based on the advice note enclosed with the Goods. The Buyer shall notify in writing both the relevant transport company and the Company of any shortage of the delivered Goods within three calendar days of the delivery of the Goods.
10.1 Goods delivered in compliance with the Contract may not be returned without the Company's prior written agreement. The Buyer must notify the Company within 60 days from delivery of the Goods of its will to return such Goods.
10.2 Goods returned with agreement from the Company must be consigned "carriage paid" and accompanied by a packing note stating the company's invoice number and date thereof together with the reason for return. Returns will only be accepted if all items are unmarked and in new condition with item packaging (if applied) unbroken.
10.3 An amount of: - 20% of the price of the Goods returned within 30 days after delivery of such Goods to the Buyer; and - 50% of the price of the Goods returned between 30 days and 90 days after delivery of such Goods to the Buyer will be automatically withheld by the Company. No returns will be accepted 90 days after delivery of the relevant Goods.
10.4 Any Good that has been designed and/or delivered in accordance with the Buyer’s Specifications cannot be under any circumstances.
11.1 The Buyer acknowledges and agrees that its inability to use the Goods is at its sole risk. The Goods (except as expressly stated by the Company) are provided 'as is' and 'as available' for the Buyer’s use, without any representation, warranties or conditions of any kind (to the fullest extent admissible by law), either express or implied, including all implied warranties or conditions of merchantability and fitness for a particular purpose.
11.2 The Company’s total liability in respect of any Goods delivered to the Buyer shall be limited to replacement of such Goods.
11.3 Replacement of Goods shall only occur in case of defects that are due to faulty design, materials or workmanship (normal wear and tear excluded).
11.4 The Buyer shall notify in writing to the Company of any such defects within 14 calendar days of the delivery of the Goods. In the absence of such notification, the Buyer is deemed to have accepted the Goods and to have renounced to invoke any of the liability in respect of any of the apparent defects of such Goods.
11.5 Any Goods alleged to be defective shall be returned by the Buyer to the Company for inspection.
11.6 In case of Goods that are manufactured by and supplied by third-party suppliers or manufacturers, the Company’s guarantees or warranties towards the Buyer shall never exceed any guarantees or warranties given to the Company by the manufacturer or supplier of those Goods, notwithstanding any provision of these Conditions.
11.7 The Company, its employees or its agents shall not be liable for any injury, loss or damage of any kind arising out of the performance of this Contract, whether direct or consequential, except for wilful misconduct or gross negligence.
11.8 All conditions and warranties expressed or implied by statute, custom, common law or trade practice are hereby expressly excluded to the fullest extent admitted by law.
12.1 If Goods are supplied in accordance with the Buyer’s specifications (the “Specifications”) the Buyer shall be solely responsible for the Specifications and for ensuring that they are accurate and that the Buyer and the Company are entitled to use such Specifications without incurring any liability to any third party.
12.2 The Buyer shall be responsible for supplying the Specifications in due time to enable the Company to perform the Contract in accordance with its terms.
12.3 If the Specifications include any intellectual property rights, the Buyer warrants that it is legally entitled to use the intellectual property rights for the Specifications and that the use of such intellectual property rights by the Company for the Specifications shall not infringe any third party rights. The Buyer shall indemnify the Company against all and any loss, damages, costs, expenses and any other liability that the Company may incur towards a third party arising out of the Company’s use of the Specifications.
12.4 The Specifications, which include illustrations, drawings, other descriptive and forwarding specifications, weights, dimensions and product prototypes:
• May be subject to modifications or improvements performed by the Company or on its behalf;
• Must be considered as approximate representations only;
• Are not binding to all of its details.
12.5 The Buyer hereby grants the Company a non-exclusive, worldwide, royalty free and sub-licensable license on all intellectual property rights vested in the Specifications entitling the Company to have the Goods manufactured and supplied according to the Specifications (including the right to reproduce and to adapt the Specifications). The license is granted for the time needed for the Company to have the Goods manufactured and supplied according to the Specifications.
12.6 No responsibility will be accepted by the Company for any errors arising from proofs which have been approved by the Buyer. The Buyer shall be solely responsible for any Specifications provided. The Buyer shall indemnify the Company against any third party claims related to the Specifications.
13. INTELLECTUAL PROPRTY RIGHTS AND TRADE SECRETS
All drawings, sketches, descriptions, original work and other information provided by the Company to the Buyer shall remain the property of the Company and protected with the applicable intellectual property rights and trade secrets provisions
14. PROFESSIONAL CAPACITY AND DEROGATIONS
14.1 By placing an Order, the Buyer confirms that it is acting in its professional capacity and that is not a consumer in the meaning of article I.1, 2° of the Code of Economic Law.
14.2 The Buyer and the Company hereby agree to renounce to the application of the provisions of article XII.6, §1, 8°, article XII.7, §1, article XII.8 and article XII.9 of the Code of Economic Law.
15. FORCE MAJEURE
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached a provision of the Contract, for any failure or delay in fulfilling or performing any term of these Conditions (except for any obligations to make payments to the other party), when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control (a “Force Majeure Event”), including, without limitation: (a) flood, fire, earthquake or explosion; (b) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (c) government order or law; (d) embargoes or blockades; (e) action by any governmental authority; (f) national or regional emergency; (g) strikes, labour stoppages or slowdowns or other industrial disturbances; and (h) shortage of adequate power or transportation facilities. The party suffering a Force Majeure Event shall give as soon as practically possible written notice of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.
The Buyer may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the Company. The Company may assign any of its rights and delegate any of its obligations to any of its affiliated entities at any time and without prior notice.
17.1 If any term or provision of these Conditions is held invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Contract or invalidate or render unenforceable such term or provision in any other jurisdiction.
17.2 Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify the term or provision so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. When no such negotiation could be conducted successfully, the parties hereby agree that any invalid, illegal or unenforceable provision be brought back to as closely as possible to a degree where it could be held valid, legal and enforceable by a court or to the original intent of the parties.
18. GOVERNING LAW AND JURISDICTION
18.1 Any litigation under or in connection with the formation, performance or interpretation of the Contract shall governed by and construed in accordance with Belgian Law.
18.2 Any such litigation shall be submitted to the exclusive jurisdiction of the Brussels courts.
19.1 The Buyer may contact the Company anytime at firstname.lastname@example.org