TERMS AND CONDITIONS OF SALES FOR UK

CGV FR
CGV EMEA

PREAMBLE

These General Terms and Conditions of Sale (hereinafter "GTC") apply without exception to all orders, deliveries and invoices placed by Delicorner UK Ltd, 71-75 Shelton Street, Covent Garden, London WC2H 9JQ (hereinafter "Delicorner"), which offers high-quality fresh and dry products for sale, as well as the sale and rental of equipment which it delivers to corporate customers. 

Art 1. DEFINITIONS

Each of the terms mentioned below shall have the following meaning in these GTC:

Subscription: refers to the subscription to the Service.

Customer: refers to the legal entity benefiting from the Services and signing the Quotation.

Order: refers to the written agreement given by the Customer to Delicorner relating to the Subscription to the Service or Event, materialised by the Customer signing the Quotation.

Quotation: means the document sent to the Customer summarising the Products to be delivered and the Equipment to be rented. 

Equipment(s): means the movable property such as shelves for storing the Products which are the subject of the Order at the Customer's premises, water coolers or coffee machines, mentioned in the Quotation, which are rented or sold by Delicorner to the Customer in accordance with Article 4.2.

Event: refers to the subscription to the Service for a one-off and non-recurring service.

Delivery: refers to the delivery and installation service, where applicable.

Maintenance: refers to the service of maintaining and servicing the Equipment.

Party(ies): refers to the Customer and/or Delicorner.

Products: refers to the Fresh and Dry Products mentioned in the Quotation as well as any Equipment consumables (water, coffee, etc.).     

Fresh Products: all products that are perishable within a few days, including fresh fruit, bakery products and all products that can be kept in the refrigerator, such as fresh fruit juices.

Dry Products: all products other than fresh products: snacks, dried fruit, drinks, etc.

Program: tailor-made packages from Delicorner based on a budget per person and per day.

Service: refers to the (periodic) supply of Products and/or rental of Equipment, including, where applicable, Delivery and Maintenance

Art 2. APPLICATION - ENFORCEABILITY

2.1. These GTC govern (I) the conditions of sale to the Customer of the Service provided by Delicorner and (II) the rights and obligations of Delicorner and the Customer as defined below. They are systematically sent or given to each Customer with the Quotation to enable them to place an order. They are also available on the Delicorner website: https://www.delicorner.co/cgv.

2.2. By signing the Quotation and thus placing an Order, the Customer expressly approves and accepts the GTC and the Quotation. The Customer declares and acknowledges that he/she is fully aware of them and therefore waives the right to rely on any contradictory document, in particular his/her own general terms and conditions of purchase if any.

2.3. Any Order placed with Delicorner implies unreserved acceptance of the GTC. They take precedence over any conditions of purchase or contractual terms appearing in commercial documents issued by the Customer.

2.4. These GTC apply to all Delicorner Services, in particular (I) the Subscription taken out by the Customer and (II) the Events organised by Delicorner. Notwithstanding the above, Article 5 of the GTC does not apply to Events.

2.5. These GTC may be modified by Delicorner at any time, it being understood that any modification will be notified to the Customer and will apply to Orders placed after the date on which the modified GTC come into force. Any Order placed by the Customer after these modifications will constitute acceptance of the new version of the GTC.

2.6. The Customer certifies that he/she has the capacity to accept these GTC and undertakes to comply with them. 

Art 3. ORDERS TERMS AND CONDITIONS

3.1. Delicorner offers the Customer : 

  • sale of Products ;

  • rental and sale of Equipment; 

  • Maintenance and Delivery services;

  • Specific Programs covering Products, Equipment and Maintenance and Delivery services. 

3.2. These services may be provided as part of a Subscription taken out by the Customer or, periodically, as part of an Event. 

3.3. In the case of a Subscription, whatever the Services subscribed to, the minimum purchase amount is of one hundred and (100) pounds per Delivery.

3.4. The Programs are invoiced at a rate per individual beneficiary and per day. 

3.5. At the Customer's request, Delicorner will provide a Quotation including the detailed price of the Services as well as the GTC applicable at the time.

3.6. The Order will be deemed validated when the Customer has returned the Quotation to Delicorner, signed by a duly authorised person.

3.7. The Customer must notify Delicorner of any change to the Order, or any change to the required place of delivery, at least three (3) working days before the initially agreed delivery date. If this deadline is not met, the Customer will owe: 

  • a penalty of 50% of the amount of the Order for Dry Products, including the Delivery service; and

  • a penalty of 100% of the amount of the Order in Fresh Products, including the Delivery service; 

In the event of an Order covering several Services, the penalties referred to above will be applied cumulatively on the basis of the penalty amount specific to each Service. 

These penalties will be paid in accordance with the terms and conditions set out in Article 6 below.

Art 4. DELIVERY - RENTAL

4.1. Delivery of Products and Equipment sold by Delicorner

4.1.1. Delicorner offers to deliver Products and Equipment to the Customer.

4.1.2. The Products and Equipment sold will be delivered at the frequency and in the quantity indicated in the Quotation, to the Customer's address indicated in the Quotation.

4.1.3. Once the Order has been placed, the Customer and Delicorner will agree on a Delivery date for the Products for the first Delivery and all subsequent Deliveries.

4.1.4. Delicorner undertakes to make its best efforts to ensure that the Products and Equipment are delivered on the agreed days and at the agreed times. In any event, Delivery within the agreed times can only take place if the Customer is up to date with its obligations towards Delicorner.

4.1.5. The Products and Equipment are received at the Customer's premises or at the address indicated in the Quotation for Events. 

4.1.6. On receipt of the Products and Equipment, the Customer shall carry out any quantitative and qualitative checks necessary to ensure that the delivery received complies with the details in the Order.    

4.1.7. Any complaints about the quality or conformity of the Products and Equipment received by the Customer in relation to the Order will only be deemed valid if they are made by e-mail to care@delicorner.co at the latest within three (3) working days of receipt of the said Products and Equipment by the Customer. It is the Customer's liability to provide Delicorner with any justification as to the reality of the defects and non-conformities observed. The Customer must allow Delicorner every facility to ascertain these defects and to remedy them. It will refrain from interfering itself or having a third-party interfering for this purpose. After this period of three (3) working days, the Products and Equipment will be deemed to have been delivered in accordance with the Order and no further claims will be accepted by Delicorner.

4.1.8. In the event of an apparent defect or non-conformity of the Products and Equipment delivered in relation to the Order, duly noted by Delicorner under the conditions set out above (article 4.1.7), the Customer may, at his or her choice:  

  • either return the Products and Equipment to Delicorner, at the latter's expense.  The Customer will obtain a credit note for the amount of the Products and Equipment that do not comply with the Order; 

  • or refuse the Order: Delicorner will then have a period of two (2) working days to make a new delivery in accordance with the Order.

Under no circumstances may Fresh Products be returned.

4.1.9. No complaint, refusal of delivery, request for exchange, replacement or refund will be accepted except for the aforementioned defects, in particular for the Customer's personal convenience.

4.1.10. In the event that the Customer does not notify Delicorner of the absence of staff to receive the Products and Equipment at the address indicated by the Customer, the Parties agree to reschedule a second delivery corresponding to the Order with the same Products and Equipment. The cost of this second delivery, amounting to twenty-five pounds (£25) excluding tax, shall be borne exclusively by the Customer. In the absence of an agreement between the Parties or in the event of Delicorner being unable to make this second delivery (e.g. for certain Fresh Products), the Customer will be obliged to pay Delicorner the full amount of the products which could not be delivered (i.e. the amount mentioned on the current Quotation) in accordance with the terms and conditions set out in Article 6 below.

4.1.11. Delicorner undertakes to deliver Products whose use-by date is, on the day the Order is sent, :  

  • minimum five (5) days for Fresh Products; 

  • minimum fifteen (15) days for Dry Products. 

4.1.12. The Customer acknowledges that it bears the risks of the Products and Equipment from the time they are received on its premises or at the location mentioned in the Quotation for Events. 

4.1.13. Maintenance of the Equipment is carried out by the Customer, unless maintenance services are agreed between the Parties.


4.2. Equipment rental

4.2.1. If rented Equipment is mentioned in the Quotation, Delicorner will entrust it to the Customer, who accepts it, so that the Customer may use it reasonably, strictly personally and in accordance with its intended purpose.

4.2.2. The Equipment rented is the exclusive, non-transferable and unseizable property of Delicorner. The Equipment rented may not under any circumstances be transferred or made available to a third party in any form whatsoever.

4.2.3. This rental is granted subject to the ordinary and legal conditions in such matters and, in addition, to the following conditions, which the Customer shall be obliged to fulfil, on pain of all damages and immediate termination of the lease: 

  • The Customer takes possession of the rented Equipment when it is installed on the Customer's premises, which implies that the Customer expressly and unreservedly acknowledges and accepts that the Equipment conforms to the description given in the Quotation;

  • the Customer shall not owe any compensation for wear and tear on the rented Equipment resulting from normal use and without fault on his part; however, if the value of the leased Equipment is reduced as a result of incorrect handling or maintenance by the Customer, the Customer shall exclusively bear the costs relating to this improper use of the Equipment and in particular the costs relating to the replacement, repair or restoration of the Equipment; 

  • at the end of the Subscription period or at the end of the Event, the Customer will return in kind the rented Equipment itself and not its equivalent in good condition and in good working order; in the event that the rented Equipment cannot be returned in kind, it is agreed that the Customer must compensate Delicorner for the value of each piece of Equipment not returned.

4.2.4. This rental is granted for the duration of the Subscription or Event.

4.2.5. The price of this rental of Equipment is set out in the Quotation.

4.2.6. Maintenance services for the Equipment may be agreed between the Parties if this is mentioned in the Quotation and in return for payment of the price mentioned in the said Quotation.

4.2.7. If the Customer does not subscribe to the Equipment Maintenance services, he undertakes to maintain and service the Equipment himself. In the event of damage to the Equipment caused by poor maintenance by the Customer, the Customer shall bear the cost of repairing the Equipment.

4.2.8. In the case of coffee machines, the Customer acknowledges and accepts that Maintenance consists of referring to the maintenance instructions supplied with the machine, and in particular cleaning the coffee part every one hundred and eighty (180) drinks and the milk system every day. 

Art 5. DURATION - TERMINATION

5.1. Subscription duration

5.1.1. The Subscription is taken out for a period of one (1) year, renewable by tacit agreement for a similar period.

5.1.2. By way of exception, the duration of the Subscription is twenty-four (24) months when it includes the rental of a coffee machine or water cooler (the "Period").

At the end of the Period, the Subscription will be renewed by tacit agreement for periods of twelve (12) months (the "Renewed Periods"), unless terminated by one of the Parties, by registered letter with acknowledgement of receipt, notified at least (3) months before the end of the Period or Renewed Periods. 

5.1.3. During the term of the Subscription, the Parties may adapt the first Quotation signed by signing new Quotations corresponding to the Customer's changing needs, without affecting the current term of the Subscription. 

5.2. Interruption of Subscription

Delicorner cannot be held responsible in the event of temporary or permanent interruption of the Services which is not of its making and which is attributable either to the Customer, or to a third party, or to a case of force majeure as defined in Article 8.

5.3. Cancellation of Subscription

5.3.1. Each Party may terminate the Subscription automatically by giving (3) months' notice. The Customer may waive the application of the three (3) months' notice period in the event of payment of termination fees equivalent to 50% of the total amount of orders invoiced by Delicorner during the three (3) months prior to termination of the Subscription. In the case of equipment rental for a period of less than 24 months, termination fees equivalent to the remaining rental payments to reach 24 months will be charged.

5.3.2. As an exception to the above, a Subscription that includes the rental of a coffee machine or water cooler may only be cancelled under the conditions set out in Article 5.1.2.

5.3.3. The Subscription may be terminated automatically by Delicorner in the event of non-performance or improper performance by the Customer of any of the obligations provided under these GTC, termination will take place on expiry of a period of fifteen (15) days following formal notice sent by registered letter with acknowledgement of receipt which has remained without effect.

5.3.4. In the event of early termination of the Subscription (I) under the conditions mentioned in Article 5.3.3 above or (II) upon the Customer's decision notified less than three (3) months before the end of the Period or Renewed Periods(for Subscriptions including the rental of a coffee machine or water cooler), the Customer will be invoiced, under the conditions set out in Article 6 below, for 50% of the last Quotation (excluding Quotations for Events) signed by the Parties until the end of said periods.

Art 6. PRICE AND TERMS OF PAYMENT

6.1. The price of the Services is set out in the Quotation.

6.2. The performance of the Services is subject to payment by the Customer of the price in force on the day of the Order and according to the frequency indicated in the Quotation. All the prices indicated in the Quotation are exclusive of tax, denominated in pounds sterling, it being agreed in advance that the VAT applicable on the date of the Order is the sole responsibility of the Customer. The Quotation indicates the cost of Delivery, any Maintenance costs, as well as the cost of providing staff to install the Products and/or Equipment for the United Kingdom.

6.3. The prices of the Services may be revised, at the beginning of each calendar half-year, by Delicorner, on the basis of changes in the food inflation index. These price changes will be automatic and will become effective within a reasonable period of time that can be determined according to the circumstances (which may not be longer than 4 weeks) as from their notification to the Customer.

6.4. Delicorner will draw up and send to the Customer (I) an invoice for the Events and (II) for the Subscriptions:

  • invoices on the 1st day of each quarter for the current quarter in an amount equal to the sum of the Quotations for that quarter; or

  • monthly invoices: payments will be made within ten (10) days of the invoice date by direct debit for Subscriptions and Events.

6.5. Without prejudice to any other remedy available to Delicorner, any sum not paid on the due date will give rise to the payment by the Customer of penalties set at three (3) times the legal interest rate in force on the due date or the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points. These penalties are payable automatically on the due date of the price, without any formality and without prior formal notice from Delicorner. They will be calculated from the due date until the day of actual payment. Delicorner will also automatically apply a fixed lump sum of forty (40) pounds per invoice. In the event that the costs incurred for the recovery of unpaid sums exceed the amount of this fixed compensation, Delicorner reserves the right to claim additional compensation from the Customer, on justification.

Art 7. LIABILITY

7.1. Liability of Delicorner

7.1.1. In the event that Products are out of stock during the course of a Subscription, Delicorner will offer, at the Customer's choice, the replacement of the Products initially chosen by equivalent products or the reimbursement of the price paid corresponding to the Products that cannot be delivered when the price has already been paid or the readjustment of the total price of the Order not yet paid.

7.1.2. Delicorner undertakes to use its best endeavours to ensure that delivery times are met, without this resulting in any obligation on its part to achieve a result.

7.1.3. Delicorner provides no guarantee and cannot be held liable for any modification, deterioration or alteration of the Products or Equipment resulting from poor storage, maintenance, handling or use by the Customer.

7.1.4. Delicorner may not be held liable in the event of temporary interruption of the Services due to seasonal closure (in particular during the summer and at Christmas), subject to informing the Customer one (1) month before the effective interruption of the said Services. 

7.1.5. In any event, the total amount of liability that Delicorner may incur is limited to the total amount of the Customer's Orders during the six (6) months preceding the occurrence of the damage.

7.2. Exclusion of liability

Neither Party shall be liable to the other Party for any indirect, special, consequential or potential damages or losses of any nature whatsoever, including economic loss, loss of turnover, loss of margin, or damage to image, suffered or incurred by that Party under or in connection with these GTC or as a result of any activity under these GTC.

Art 8. FORCE MAJEURE

The Parties may not be held liable or sought to be held liable in the event that the performance of one of their obligations is prevented or delayed due to force majeure. Force majeure is defined as any event beyond the control of the debtor, which could not reasonably have been foreseen when the contract was concluded and the effects of which cannot be avoided by appropriate measures, and which prevents the debtor from performing its obligations. Without this list being exhaustive, the following are considered to be cases of force majeure: war, riots, fire, strikes, accidents, attacks, natural disasters, fires, malfunctions or interruptions of the telecommunications or electricity networks. In the event of a case of force majeure, Delicorner undertakes to notify the Customer in writing as soon as possible. In such circumstances, the execution of the Orders may be suspended automatically without compensation. If the event lasts longer than thirty (30) working days, the Orders may be terminated by mutual agreement between the Parties or at the initiative of one of them, without compensation on either side.

Art 9. CUSTOMER SERVICE

Any request made by the Customer to Delicorner, regardless of its form or purpose (with the exception of the complaints provided for in Article 4.1.7), must be made to the following address: care@delicorner.co.   
Customer service is available to answer you from 8am to 4.30pm from Monday to Thursday, and from 8am to 12pm on Fridays.

Art 10. RETENTION OF TITLE

The transfer of title of the Products and Equipment to the Customer is subject to full payment of the price, in principal and accessory, by the Customer. In the event of non-payment by the agreed due date, Delicorner may repossess, at the Customer's expense, the Products and Equipment of which it remains the owner and reserves the right to terminate the Subscription in accordance with Article 5.3.2.

Art 11. INTELLECTUAL PROPERTY RIGHTS

11.1. The Parties expressly authorise each other and their affiliates to use each other's name, logo, brand and/or any other distinctive sign as a commercial reference on any communication medium of their choice (brochure, presentation, website, etc.) for the duration of their relationship and for a period of two (2) years following the completion of the Customer's last Order.

11.2. The Customer authorises Delicorner to issue a press release, the content of which will have been previously validated by the Customer.

11.3. However, no Order for Products by the Customer will give the Customer any right whatsoever over the trademarks, logos and packaging of which Delicorner holds the intellectual or industrial property. Consequently, the Customer undertakes to respect these rights, not to alter them and to refrain from claiming any right whatsoever over them, even if he has contributed to their modification or improvement. It also undertakes not to seek to imitate them, reproduce them or have them imitated or reproduced by third parties, directly or indirectly, for the entire duration of their protection. The Customer who becomes aware of any infringement of intellectual property rights held by Delicorner must immediately inform Delicorner by any means.

Art 12. CONFIDENTIALITY

Each of the Parties undertakes to keep confidential all information communicated by the other Party relating to the performance of the Orders, in particular technical and/or commercial information, and in general, all information relating to the activities of the other Party and/or its affiliates (hereinafter referred to as the "Confidential Information"), for a period of five (5) years following the performance of the Order concerned. However, Confidential Information may be disclosed only to the extent that a competent court or an expert appointed by such court so requires, provided that the Party so required to disclose has sent the other Party written notification of the legal or regulatory disclosure requirements as soon as possible.

Art 13. PROTECTION OF PERSONAL DATA

For the purposes of this clause, the terms, "Personal Data", "Processing", "Responsibility for Processing", "Data Subjects", "Sub-processor", "Supervisory Authority" have the definition given within Article 4 of European Regulation No. 2016/679 of 27 April 2016 (hereinafter "GDPR").

The Personal Data communicated by the Customer shall be Processed by Delicorner as Processor in strict compliance with the provisions applicable to the protection of Personal Data and in particular the RGPD and/or any other provisions arising from applicable national legislation (hereinafter "Applicable Regulations").

The Personal Data collected from the Customer is necessary for (i) the performance of services under the present contract, (ii) communication with the Customer including for commercial prospecting purposes and (iii) the defence of Delicorner's rights in the event of a dispute with the Customer. Processing is based on the execution of Orders.

The Personal Data collected is primarily intended for use by Delicorner and will only be accessible to Delicorner employees who need to access it as part of their duties for the aforementioned purposes (excluding commercial prospecting). However, due to the nature of the relationship between Delicorner and the Customer, it may also be accessible to third party service providers acting as Sub-processor to carry out, in particular, hosting, storage, analysis, communication, data processing, database management or IT maintenance services. These Sub-processors will only act on instructions from Delicorner, will only have access to the Personal Data of the persons concerned in order to carry out these services and will be bound by the same obligations of security and confidentiality.

The Customer's Personal Data is currently hosted and processed in the European Union. It will be kept for the duration of the contractual relationship and for the applicable limitation periods. During this period, Delicorner implements measures to ensure the security of the Personal Data, in particular against any unauthorised access or deletion.

The Customer has the right to access, rectify and delete all or part of the Personal Data concerning them, as well as the right to oppose, limit and port the Personal Data. For Processing based on the collection of consent, the Customer may withdraw their consent at any time. The Customer may exercise their rights by sending a simple request by e-mail to the following address: care@delicorner.co. Finally, the Customer has the right to lodge a complaint with the CNIL.

Art 14. GENERAL PROVISIONS

14.1. Non-souscription to Delciorner subcontractors

In the event that all or part of the Services are performed by a sub-contractor of Delicorner, the Customer undertakes, for the duration of the Subscription and/or the Event and for a period of one (1) year after the end of the said Subscription and/or the said Event, not to contract directly or indirectly with one of these sub-contractors for the performance of services similar to the Services performed by Delicorner.

14.2. Effect of partial disability

In the event that one of the clauses of these GTC or of the Quotation should become null and void as a result of a change in legislation or regulations or of a court ruling, this shall in no way affect the validity of and compliance with the remainder of the GTC.

14.3. Disclaimer

The fact that Delicorner does not take advantage at a given time of any of the stipulations of these GCS may not be interpreted as a waiver of the right to take advantage at a later date of any of the said stipulations.

Art 15. APPLICABLE LAW AND SETTLEMENT OF DISPUTES

15.1. These GTC are drawn up in English and are governed exclusively by English law.

15.2. In the absence of an amicable settlement, any dispute that may arise between Delicorner and the Customer, relating to the application of the GTC and/or the formation and/or performance and/or termination of the GTC and/or the Order placed, will fall within the exclusive jurisdiction of the courts and jurisdictions within the jurisdiction of the London Court of Appeal, even in the event of emergency proceedings, third party proceedings or multiple defendants.