OUR GENERAL TERMS AND CONDITIONS OF SALE IN FRANCE

UK Terms and Conditions
EMEA Terms and Conditions

PREAMBLE

These general terms and conditions of sale (hereinafter "GTC") apply without exception to all orders, deliveries, and invoices issued by Delicorner, a simplified joint-stock company with a capital of €10,200, whose registered office is located at 18 boulevard Montmartre, 75009 Paris, registered with the Paris Trade and Companies Register under number 813 837 531 (hereinafter " Delicorner" ), which offers for sale fresh and dry goods of high quality, as well as the sale and rental of equipment that it delivers to its business customers. 

Article 1. DEFINITIONS

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

Subscription: refers to signing up for the Service.

Client: refers to the legal entity benefiting from the Services and signing the Quote.

Order: refers to the written agreement given by the Customer to Delicorner relating to the Subscription to the Service or the Event, evidenced by the Customer's signature on the Quote.

Quote: refers to the document sent to the Customer summarizing the Products to be delivered and the Equipment to be rented. 

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

Event: refers to subscribing to the Service for a one-time, non-recurring service.

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

Maintenance: refers to the maintenance and servicing of Equipment.

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

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

Fresh Products: all products that spoil within a few days, including fresh fruit, baked goods, and all products that need to be kept in the refrigerator, such as fresh fruit juice.

Dry goods: all products other than fresh produce: snacks, dried fruit, beverages, etc.

Program: customized package deal by Delicorner based on a budget per person per day.

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

Article 2. APPLICATION - ENFORCEABILITY

2.1. These GTC govern (I) the terms and 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 Quote to enable them to place an order. They are also available on the Delicorner website: https://www.delicorner.co/cgv. 

2.2. Bysigning the Quote and thereby placing an Order, the GTC and the Quote are expressly agreed to and accepted by the Customer, who declares and acknowledges that they are fully aware of them and, as a result, waives the right to invoke any contradictory document, in particular their own general terms and conditions of purchase.

2.3. AnyOrder placed with Delicorner implies unconditional acceptance of the GTC. They take precedence over any terms and conditions of purchase or contractual terms appearing in the Customer's commercial documents.

2.4. TheseGTC apply to all Delicorner services, in particular (I) the Subscription taken out by the Customer and (II) the Events organized by Delicorner. Notwithstanding the foregoing, Article 5 of the GTC does not apply to Events.

2.5. TheseT&Cs may be modified by Delicorner at any time, on the understanding that any such modification will be notified to the Customer and will apply to Orders placed after the date on which the modified T&Cs come into effect. Any Order placed by the Customer after such modifications will constitute acceptance of the new version of the T&Cs.

2.6. TheCustomer certifies that they have the capacity to accept these T&Cs and undertakes to comply with them. 

Article 3. ORDERING PROCEDURES

3.1. Delicorner offers the Customer: 

  • the sale of Products;

  • the rental and sale of Equipment; 

  • Maintenance and Delivery services;

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

3.2. Theseservices may be provided as part of a Subscription taken out by the Customer or, on a periodic basis, as part of an Event. 

3.3. Inthe case of a Subscription, regardless of the Services subscribed to, the minimum purchase amount is one hundred (100) euros per delivery.

3.4. Programsare billed at a price per beneficiary individual per day. 

3.5. Atthe Customer's request, Delicorner will provide a Quote including the detailed price of the Services and the applicable GTC.

3.6. TheOrder shall be deemed to have been confirmed once the Customer has returned the Quote, signed by a duly authorized person, to Delicorner.

3.7. Anychanges to the Order, as well as any changes to the desired delivery location, must be reported by the Customer to Delicorner at least three (3) business days before the initially agreed delivery date. In the event of failure to meet this deadline, the Customer will be liable for: 

  • 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 for Fresh Products, including the Delivery service; 

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

These penalties shall be paid in accordance with the terms set out in Article 6 below.

Article 4. DELIVERY - RENTAL

4.1. Delivery of Products and Equipment sold by Delicorner

4.1.1. Delicorner offers the Customer delivery of Products and Equipment.

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

4.1.3. Upon placing the Order, the Customer and Delicorner shall agree on a delivery date for the Products for the first delivery, as well as all subsequent deliveries.

4.1.4. Delicorner undertakes to make every effort to ensure that the Products and Equipment are delivered on the agreed dates and times. In any event, delivery within the agreed time frame can only take place if the Customer is up to date with its obligations to Delicorner.

4.1.5. The Products and Equipment shall be received at the Customer's premises or at the address indicated in the Quote for Events.  

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

4.1.7. Any complaints regarding the quality or conformity of the Products and Equipment received by the Customer in relation to the Order shall only be considered valid if they are made by email to care@delicorner.co no later than three (3) working days after receipt of the said Products and Equipment by the Customer. It shall be the Customer's responsibility to provide Delicorner with any evidence of the reality of the defects and non-conformities observed. The Customer must allow Delicorner every opportunity to verify these defects and to remedy them. The Customer shall refrain from intervening themselves or involving a third party for this purpose. After this period of three (3) working days, the Products and Equipment shall be deemed to have been delivered in accordance with the Order and no further claims shall 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 its discretion:  

  • or return the Products and Equipment to Delicorner, at the latter's expense. The Customer will receive 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 two (2) business days to make a new delivery that complies with the Order.

Fresh Products cannot, under any circumstances, be returned. 

4.1.9. No claims, refusals of delivery, requests for exchange, replacement, or refund will be accepted outside of the aforementioned defects, in particular for the Customer's personal convenience. 

4.1.10. In the event that the Customer fails to notify Delicorner of the absence of personnel 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 euros excluding tax (€25 excl. tax), shall be borne exclusively by the Customer. In the absence of agreement between the Parties or in the event that Delicorner is unable to make this second delivery (e.g., for certain Fresh Products), the Customer shall be required to pay Delicorner the full amount of the products that could not be delivered, i.e., the amount mentioned on the current Quote, 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, on the day the Order is shipped, is:  

  • 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 associated with the Products and Equipment from the moment they are received at its premises or at the location specified in the Event Quote. 

4.1.13. Equipment Maintenance shall be provided by the Customer, unless Maintenance services have been agreed between the Parties.    

4.1.14. These Terms and Conditions are provided to the Customer at the same time as the Quote. They are also available on the Delicorner website: https://delicorner.co/cgv


4.2. Equipment Rental

4.2.1. If rented Equipment is mentioned in the Quote, Delicorner shall entrust it, in accordance with Articles 1708 et seq. of the Civil Code, to the Customer, who accepts it, so that the latter may make reasonable, strictly personal use of it in accordance with its intended purpose.

4.2.2. Therented Equipment is the exclusive, non-transferable, and unseizable property of Delicorner. Under no circumstances may the rented Equipment be transferred or made available to a third party in any form whatsoever. 

4.2.3. Thisrental agreementis granted under the standard terms and conditions applicable in such matters and, in addition, under the following conditions, which the Customer shall be required to comply with, under penalty of damages and immediate termination of the rental agreement: 

  • the Customer takes possession of the rented Equipment at the time of its installation on its premises, thereby acknowledging and expressly accepting, without reservation, that it complies with the description given in the Quote;

  • The Customer shall not be liable for any compensation for wear and tear on the rented Equipment resulting from normal use and through no fault of their own; However, if the value of the rented Equipment is reduced as a result of mishandling by the Customer or poor maintenance, the Customer shall bear all costs relating to such misuse of the Equipment, including the costs of replacement, refurbishment, or repair of the Equipment. 

  • At the end of the Subscription period or at the end of the Event, the Customer shall return 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 shall compensate Delicorner for the value of each item of Equipment not returned.

4.2.4. Thisrental is granted for the duration of the Subscription or Event.

4.2.5. Theprice for the rental of the Equipment is set out in the Quote.

4.2.6.Equipment Maintenance servicesmay be agreed between the Parties if this is mentioned in the Quote and subject to payment of the price mentioned in said Quote.

4.2.7. Ifthe Customer doesnot subscribe to the Equipment Maintenance services, they undertake to maintain and service the Equipment themselves. In the event of damage to the Equipment due to poor maintenance by the Customer, the latter shall bear the cost of repairing the Equipment.

4.2.8. With regardto coffee machines, the customer acknowledges and accepts that maintenance consists of referring to the maintenance instructions provided with the machine, and in particular cleaning the coffee section every one hundred and eighty (180) uses and the milk system every day. 

Article 5. TERM - TERMINATION

5.1. Subscription Term

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

At the end of the Term, the Subscription shall be automatically renewed for periods of twelve (12) months (the "Renewal Terms"), unless terminated by either Party by registered letter with acknowledgment of receipt, notified at least three (3) months before the end of the Term or Renewal Terms. 

5.1.3. Throughoutthe term of the Subscription, the Parties may need to adapt the initial Quote signed by signing new Quotes corresponding to the Customer's changing needs, without affecting the current term of the Subscription. 

5.2. Termination of Subscription

Delicorner shall not be held liable in the event of a temporary or permanent interruption of the Services that is not attributable to it and that is attributable either to the Customer, to a third party, or to a case of force majeure as defined in Article 8. 

5.3. Termination of Subscription

5.3.1. Each Party may terminate the Subscription by giving three (3) months' notice. The Customer may waive the three (3) month notice period by paying a termination fee equivalent to 50% of the total amount of orders invoiced by Delicorner during the three (3) months preceding the termination of the Subscription. In the event of equipment rental for a period of less than 24 months, termination fees equivalent to the remaining rent to reach 24 months will be invoiced. 

5.3.2. Asan exception to the above, Subscriptions that include the rental of a coffee machine or water cooler may only be terminated 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 poor performance by the Customer of any of their obligations under these T&Cs; termination shall take place at the end of a period of fifteen (15) days following formal notice sent by registered letter with acknowledgment of receipt and 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 billed, under the conditions set out in Article 6 below, for 50% of the last Quote (excluding Quotes for Events) signed by the Parties until the end of said periods.

Article 6. PRICES AND PAYMENT TERMS

6.1. The price of the Services is determined in the Quote. 

6.2. Theprovision of Services is subject to payment by the Customer of the price in effect on the date of the Order and according to the frequency indicated in the Quote. All prices indicated in the Quote are exclusive of tax (HT) and denominated in euros, it being agreed in advance that the VAT applicable on the date of the Order shall be borne exclusively by the Customer. The Quote indicates the Delivery costs and any Maintenance costs and costs for providing personnel to install the Products and/or Equipment in mainland France.

6.3. Theprices of the Services may be revised at the beginning of each calendar semester by Delicorner, based on changes in the food inflation index recorded by INSEE. These price changes will be automatic and will take effect within a reasonable and determinable period of time depending on the circumstances (which shall not exceed four weeks) from the date of notification to the Customer.

6.4. Delicornerwill issue and send the Customer (I) an invoice for Events and (II) for Subscriptions: 

  • invoices on the first day of each quarter for the current quarter in the amount of the sum of the Quotes 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. Withoutprejudice to any other remedy available to Delicorner, any amount not paid by the due date shall 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 at the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points. These penalties shall be payable automatically on the due date of the price, without any formalities and without prior notice from Delicorner. They shall be calculated from the due date until the date of actual payment. A fixed compensation for recovery costs in the amount of forty (40) euros per invoice will also be applied automatically by Delicorner in accordance with Article L. 441-10 of the French Commercial Code. 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, upon justification.

Article 7. LIABILITY

7.1. Delicorner's liability

7.1.1. Inthe event of a stock shortage of Products covered by the Subscription, Delicorner will offer, at the Customer's discretion, to replace the Products initially selected with equivalent products, or to refund the price paid for the Products that cannot be delivered when the price has already been paid, or to readjust the total price of the Order that has not yet been paid.

7.1.2. Delicornerundertakes to use its best efforts to ensure that delivery deadlines are met, without this giving rise to any obligation on its part to achieve a specific result.

7.1.3. Delicornerprovides no warranty and shall not 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. Delicornershall not be held liable in the event of a temporary interruption of Services due to seasonal closure (in particular during the summer and at Christmas), provided that the Customer is notified one (1) month before the effective interruption of said Services. 

7.1.5. Inany 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 kind, including economic losses, loss of revenue, loss of profit, or damage to reputation, suffered or incurred by that Party under or in connection with these GTC or as a result of any activity under these GTC.

Article 8. FORCE MAJEURE

The Parties shall not be held liable or accountable in the event that the performance of any of their obligations is prevented or delayed due to a case of force majeure. Force majeure refers to any event beyond the control of the debtor, which could not reasonably have been foreseen at the time of conclusion of the contract and whose effects cannot be avoided by appropriate measures, and which prevents the debtor from performing its obligation within the meaning of Article 1218 of the Civil Code. Without this list being exhaustive, the following are considered cases of force majeure: war, riots, fire, strikes, accidents, attacks, natural disasters, fires, malfunctions or interruptions of the telecommunications network or the electrical network. In the event of force majeure, Delicorner undertakes to notify the Customer in writing as soon as possible. In such circumstances, the execution of Orders may be suspended automatically without compensation. If the event lasts for more than thirty (30) working days, Orders may be terminated by mutual agreement between the Parties or at the initiative of one of them, without compensation for either party.

Article 9. CUSTOMER SERVICE

Any request made by the Customer to Delicorner, regardless of its form and purpose (with the exception of complaints provided for in Article 4.1.7), must be sent to the following address: care@delicorner.co. 
The customer service team is available to answer your questions from 9 a.m. to 5:30 p.m. Monday through Thursday, and from 9 a.m. to 1 p.m. on Friday.

Article 10. RETENTION OF TITLE

The transfer of ownership of the Products and Equipment to the Customer is subject to full payment of the price, in principal and incidental, by the Customer. In the event of failure to pay 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. 

Article 11. INTELLECTUAL PROPERTY

11.1. The Parties expressly authorize each other and their affiliates to use each other's name, logo, trademark, 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 execution of the Customer's last Order. 

11.2. TheCustomer authorizes Delicorner to issue a press release, the content of which shall have been previously approved by the Customer.

11.3. However, no Order for Products placed by the Customer shall give them any rights to the trademarks, logos, and packaging for which Delicorner holds intellectual or industrial property rights. Consequently, the Customer undertakes to respect these rights, not to alter them, and refrains from claiming any rights whatsoever over them, even if they have contributed to modifying or improving them. The Customer also undertakes not to attempt to imitate or reproduce them or have them imitated or reproduced by third parties, directly or indirectly, for the entire duration of their protection. Any Customer who becomes aware of an infringement of the intellectual property rights held by Delicorner must immediately inform Delicorner by any means.

Article 12. CONFIDENTIALITY

Each Party undertakes to keep confidential all information communicated by the other Party relating to the execution of 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 " Confidential Information ") for a period of five (5) years following the execution of the Order concerned. However, Confidential Information may be disclosed only to the extent required by a competent court or an expert appointed by it, provided that the Party thus compelled to disclose has promptly notified the other Party in writing of the legal or regulatory requirements for disclosure.

Article 13. PROTECTION OF PERSONAL DATA

For the purposes of this clause, the terms "Personal Data," "Processing," "Responsibility for Processing," "Data Subjects," "Subcontractor," and "Supervisory Authority" have the definitions given in Article 4 of European Regulation No. 2016/679 of April 27, 2016. "Supervisory Authority" have the definitions given in Article 4 of European Regulation No. 2016/679 of April 27, 2016 (hereinafter "GDPR").

Personal Data provided by the Customer is processed by Delicorner as Data Controller in strict compliance with the applicable provisions on the protection of Personal Data, in particular the GDPR 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 the services under this Agreement, (II) communication with the Customer, including for commercial prospecting purposes, and (III) the defense of Delicorner's rights in the event of a dispute with the Customer. The Processing is based on the fulfillment 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 in the course of their duties for the purposes mentioned above (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 Subcontractors to perform services such as hosting, storage, analysis, communication, data processing, database management, and IT maintenance. These Subcontractors will only act on Delicorner's instructions, will only have access to the Personal Data of the persons concerned in order to perform these services, and will be bound by the same security and confidentiality obligations.

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

The Customer has the right to access, rectify, and erase all or part of the Personal Data concerning him or her, as well as the right to object to, restrict the processing of, and transfer this Personal Data. For Processing based on the collection of consent, the 

The Customer may withdraw their consent at any time. The Customer may exercise their rights by simply sending an email to: care@delicorner.co. Finally, the Customer has the right to lodge a complaint with the CNIL (French Data Protection Authority).

Article 14. GENERAL PROVISIONS

14.1. Non-subscription with Delicorner subcontractors

In the event that all or part of the Services are performed by a Delicorner subcontractor, the Customer undertakes, during the term of the Subscription and/or Event and for a period of one (1) year after the end of said Subscription and/or Event, not to contract directly or indirectly with any of these subcontractors for the provision of services similar to those provided by Delicorner.

14.2. Effect of partial disability

In the event that any clause of these GTC or the Quote is rendered null and void by a change in legislation, regulations, or a court decision, this shall in no way affect the validity and compliance with the rest of the GTC.

14.3. Waiver

The fact that Delicorner does not invoke any of the provisions of these GTC at a given time cannot be interpreted as a waiver of its right to invoke any of said provisions at a later date.

Article 15. APPLICABLE LAW AND DISPUTE RESOLUTION

15.1. These Terms and Conditions are written in English and are governed exclusively by English law.

15.2. Inthe 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 execution and/or termination of the GTC and/or the Order placed shall fall within the exclusive jurisdiction of the courts and tribunals within the jurisdiction of the Paris Court of Appeal, even in the event of emergency proceedings, third-party proceedings or multiple defendants.