In these conditions, except where the context otherwise requires, the following words shall have the meanings:
“The Buyer” means the person or individual (acting in their business capacity who is purchasing, or purporting to purchase, for, or on behalf of, a firm, enterprise or company), firm, enterprise or company with whom or with which the Company contracts for the sale of Goods subject to these terms and conditions.
“The Company” means Deliveroo Italy S.R.L whose registered office is Via Carlo Bo 11, 20143 Milan, Italy. The Company’s registration number is 09214970965.
“The Contract” means the contract made, or to be made, for each order using this site between the Company and the Buyer subject to, and incorporating, these terms and conditions regarding the sale of the Goods.
“The Goods” means the articles, products, packages and all physical things, including samples where relevant, to be purchased by the Buyer and sold by the Company using this site, the subject matter of this Contract.
The Company may amend or vary these terms and conditions from time to time by notice on this site. You will be subject to the terms and conditions in force at the time that you place an order and therefore any modification or variation of these terms and conditions shall not affect any Contract entered into between the Company and the Buyer prior to such modification, variation or integration being published on the site. If any part of these terms and conditions is deemed invalid, void, or for any reason unenforceable, that term or condition will be deemed severable and will not affect the validity and enforceability of any remaining term or condition.
These terms and conditions may not be modified or varied by the Buyer unless the Company agrees in writing. By placing an order using this site, you are offering to purchase the Goods on and subject to the following terms and conditions and you agree to be bound by these terms and conditions. All orders are subject to availability and written confirmation of the order price. In case an order placed by the Buyer is not accepted by the Company in writing within 14 days from the date on which it is placed in accordance with these terms and conditions, the order shall automatically be considered as rejected by the Company.
The Buyer acknowledges and agrees that its order for, and purchase of, Goods using this site is for, or on behalf of, a firm, enterprise or company and is not for the purposes of individual, household or domestic use or consumption and the Buyer is not a consumer.
The Company shall sell and the Buyer shall purchase the Goods in accordance with the order (if accepted in writing by the Company), subject to these terms and conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any quotation is accepted or purported to be accepted, or any order is made or purported to be made, by the Buyer.
If you do not accept these terms and conditions in full please do not order any Goods using this site.
The price of the Goods shall be the Company’s quoted price at the date of acceptance of the order. Unless otherwise agreed in writing all orders are accepted subject to prices and any relevant discounts ruling at the date of dispatch, and any price lists of the Company whether published or not shall not affect the right of the Company to charge for goods in accordance with this clause. All prices are subject to the addition of VAT and any applicable sales tax at the appropriate rate, which the Buyer shall be additionally liable to pay to the Company. All prices quoted are “ex-works” unless otherwise stated. All prices set out on this site are subject to change [(including, without limitation, due to exchange rate fluctuation, currency regulation, change in duties, significant increase in production costs etc) provided however that any price variation shall not affect any Contract entered into between the Company and the Buyer prior to such variation being published on the site. The Company reserves its right at its absolute discretion to refuse an order placed by the Buyer.
When placing an order, the Buyer undertakes that all details provided to the Company are true and accurate, that the person placing the order is an authorised user of the credit or debit card, or bank account used to place the order and that there are sufficient funds to cover the price of the Goods ordered.
The Company reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (including, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of manufacture beyond the Company’s control), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate information or instructions.
The Buyer shall pay the price of the Goods (free from any right of set-off, counterclaim, withholding or deduction of any kind, those rights being expressly excluded) according to the payment terms and using the payment mechanism provided on this site or as otherwise agreed by the Company in writing, notwithstanding that delivery may not have taken place and the possession in the Goods has not passed to the Buyer yet. No receipts will be issued against payment by cheque unless specifically requested.
In case of any late payment, the Company, at its discretion, reserves the right to charge interest (both before and after any judgment) on overdue accounts at the rate of 2% per month above the base rate of the Bank of England until payment has been made in full. The Company can exercise this right in addition to any other rights it may have in respect of the Goods or non-payment or late payment. Subject to any further right or remedy which may be enforced by the Company under the Contract or any applicable law, all costs, charges and expenses incurred by the Company in recovering any debts to be paid by the Buyer shall be fully reimbursed to the Company.
The Company may from time to time at its sole and absolute discretion allow a discount on prices in return for prompt payment within twenty-eight (28) days of the date of the order. [That discount may be varied or withdrawn at any time before payment is received at the discretion of the Company.
Where the Contract is to be or may be fulfilled in separate deliveries or part deliveries, payments for each such delivery or part-delivery, shall be made as if the same constituted a separate Contract.
Any Contract shall be subject to the Company being satisfied as to the Buyer’s creditworthiness and in its absolute discretion, having informed the Buyer that the Goods are ready for delivery. The Company may refrain from delivering the Goods until such time as the Company has received the full purchase price for the relevant order(s).
Orders sent in confirmation of telephone instructions should be clearly marked as such, otherwise any additional expense incurred by the Company as a result of duplication of order will be charged to the Buyer.
Delivery dates are indications of delivery given in good faith by the Company for estimated delivery times but shall not amount to any binding contractual obligation to deliver at the time or date stated and therefore the Company shall not be liable for any loss or damage of any nature whatsoever and howsoever arising from any delay in delivery. Goods quoted from stock are quoted subject to not being sold at the time the order is accepted.
- The risk in the Goods shall pass to the Buyer upon delivery and the Buyer shall insure the Goods accordingly. The Buyer shall have no cause of action if having taken possession of the Goods and having paid the price for them the Goods are subsequently damaged or destroyed or lost or stolen.
- Until full payment has been received by the Company for all Goods the subject of an order, all right, title and interest in all Goods supplied by the Company under this Contract or any other contract between the Company and the Buyer shall remain in the Company.
- Until such time as legal title in the Goods passes to the Buyer, it shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected, insured with a reputable company and identify the Goods as the Company’s property.
- Until such time as the title in the Goods passes to the Buyer in accordance with this Contract, the Company shall be entitled at any time to require the Buyer to deliver-up the Goods to the Company and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. Any loss of profit on the sale of the Goods shall be charged against the Buyer.
- The Buyer shall not be entitled to pledge in any way, or charge by way of security for any indebtedness, any of the Goods which remain the property of the Company, but if the Buyer does so all moneys owing by the Buyer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
Unless the parties otherwise agree in writing, delivery of the Goods shall be deemed to have been made upon completion of offloading at the place of delivery nominated by the Buyer in the order.
Time for delivery shall not be of the essence or fundamental to the Contract as better specified in clause 7 above, unless otherwise agreed by the Company in writing. The Goods may be delivered in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
The Company reserves the right to deliver up to 10% more or 10% less than the quantity of Goods ordered as proper performance of the Contract and any surplus or deficiency shall be charged or allowed at the contract rate.
Where the Goods are to be delivered in instalments each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more of the instalments shall not entitle the Buyer to treat the contract as a whole as repudiated and/or to exercise any other right or remedy arising out from such failure with respect to the remaining deliveries.
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 subject to appropriate prior written notice: (1) store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or (2) after one month from the attempted delivery date sell the Goods at the best price readily available to the Company and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the price pursuant to the terms and conditions in force at the time the order was placed.
[The Company will repair or replace free of charge Goods damaged in transit, provided that the relevant third party carriers and the Company receive written notification of such damage within three days of delivery. Goods received in a damaged or unsatisfactory condition must be signed for as such. On receipt Goods shall be checked by the Buyer or its nominated representative with the advice note enclosed with the Goods. Shortage claims will only be considered if the relevant third party carriers and the Company receive written notification of such damage within three days of delivery. [Goods delivered may be up to 10% short or 10% surplus on the order, and will be considered by the Company and the Buyer to be due execution of the Company’s obligations for the relevant order].
- Subject to the paragraph below, Goods correctly supplied may not be returned without the Company’s written agreement. Goods so returned 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. Any article which has been supplied to special requirements cannot be accepted for credit under any circumstances, and in other instances, a re-stocking charge may be imposed. Returns agreed as above will only be accepted if all items are unmarked and in new condition.
- Further information on how the Buyer can return Goods can be found in the Company’s Returns Policy.
- Subject to the conditions set out below the Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from material defects in material and workmanship for a period of 14 days from delivery or unless agreed otherwise in writing.
- Where any valid warranty claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods (due to faulty design, materials or workmanship) or their failure to meet specification is notified to the Company in accordance with these terms and conditions, the Buyer shall, at the Company’s absolute and sole discretion, be entitled to: (i) replacement of the Goods (or the part in question) free of charge; or (ii) a refund of the price of the Goods (or a proportionate part of the price), and the Company shall have no further liability to the Buyer. It is a condition of any alleged warranty claim made by the Buyer that the Goods must be notified to the Company in writing by the Buyer within 14 days of delivery and returned to the Company for inspection (at the Buyer’s cost) within seven (7) days of the claim being notified to the Company, both terms being agreed by penalty of forfeiture (“a pena di decadenza”). If the Buyer fails to return the relevant Goods within this period, it shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract, or, if the price has already been paid to the Company, it shall be deemed to have supplied the Goods in accordance with the Contract.
- To the extent permitted by applicable law, the Buyer’s sole remedy in respect of breach of the above warranty shall be limited to repair, replacement or refund of any defective goods (as determined by the Company).
- To the extent permitted by applicable law, the Company’s aggregate liability under this Contract is limited to 100% of the price paid for the Goods pursuant to an order. Nothing in these terms and conditions shall limit either party’s liability for: (i) fraudulent misrepresentation; (ii) death or personal injury caused by a party’s negligence, nor any other form of liability which may not be lawfully limited or excluded under any applicable law.
- [Notwithstanding any other provision of this Contract and subject however to the provisions of preceding paragraph with respect to the forms of liability which may not be lawfully excluded or limited, for factored goods (i.e. those Goods supplied to the Company by other manufacturers) the Company’s aggregate liability is limited to giving the Buyer the benefit of any guarantee or warranty given by the manufacturer of those Goods.
- The Company, its employees and its agents shall be under no further liability for any injury, loss or damage of any kind whatsoever or howsoever arising (in each case, whether directly or indirectly arising or incurred), unless expressly provided for under these terms and conditions or agreed in writing between the Company and the Buyer. [The Buyer agrees to keep the Company indemnified against any third party claims howsoever arising.]
- All conditions and warranties expressed or implied by statute, custom, common law, or trade practice, are hereby expressly excluded to the extent allowable by applicable law.
- Notwithstanding any other provision of the Contract but however subject to the above provisions with respect to the forms of liability which may not be lawfully excluded or limited, the Company shall not be liable for any loss of business, loss of revenue, loss of profits, loss of data or loss of opportunity (whether directly or indirectly arising or incurred). The Company will not be liable for any direct or consequential loss or damage of any nature howsoever arising.
- The Company’s employees or agents are not authorised to make any representations concerning the Goods unless specifically agreed by the Company in writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
Any advice or recommendation given by the Company or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not specifically confirmed in writing by the Company is followed or acted on entirely at the Buyer's own risk, and accordingly the Company shall not be liable for any such advice or recommendation.
- The Buyer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable Buyer’s Specification (as defined below)), and for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with these terms and conditions.
- [If the Goods are damaged on delivery, then unless the Buyer notifies the Company in writing within three (3) days of delivery no claim against the Company may be made in respect of damage of such Goods.
If the Company manufactures and supplies Goods in accordance with any specifications or instructions provided by the Buyer (the “Buyer’s Specifications”) the Buyer shall be solely responsible for the Buyer’s Specifications. The Buyer must ensure that the Buyer’s Specifications are complete, accurate and properly record its requirements. The Company shall not be liable for any loss or damage suffered by the Buyer to the extent that such loss or damage results from the Company making Goods in accordance with the Buyer’s Specifications
The Buyer shall supply the Buyer’s Specifications (if applicable) in sufficient time to enable the Company to perform the Contract in accordance with its terms, as notified by the Company to the Buyer. The Company is not liable for any loss or damage suffered by the Buyer arising out of late delivery of Goods to the extent that the late delivery is caused by the Buyer’s failure to supply the Buyer’s Specifications accurately and in full by the notified time.
Any design drawings, specifications, prototypes, models, weights and dimensions relating to the Goods which are produced by or on behalf of the Company are, unless expressly stated to be otherwise, subject to amendment, modification or improvement and must be regarded as approximate representations only unless expressly confirmed as final.
Where the Company creates the design for the Goods, it will present a final specification of the design to the Buyer for approval prior to commencing bulk manufacture. The Buyer must approve the design in writing before the Company proceeds to bulk manufacture. The Company shall not be liable for any loss or damage suffered by the Buyer to the extent that such loss or damage results from the Company making Goods in accordance a final specification which has been approved in writing by the Buyer.
The Buyer shall be solely responsible for in respect of any matter which they instruct the Company to embed or print on the Goods. The Company shall not be liable in respect of any content, materials, IPR or other matters provided by, or on behalf of, the Buyer, including the use of such matters in relation to the Goods.
The Company reserves the right to make any changes in the Buyer’s Specification of the Goods which are required to conform to any applicable statutory or EU requirements or, where the Goods are to be supplied to the Company’s specification, which do not materially affect their quality or performance.
For the purposes of these terms and conditions, “intellectual property rights” (or “IPR”) means patents, copyright and related rights, trade marks, service marks and trade names, utility models, rights in software, rights in designs, database rights, image rights, moral rights, rights to inventions, rights to prevent passing off, domain names, rights in confidential information (including trade secrets and know-how), rights of privacy, and all similar or equivalent rights in each case whether registered or not and including all applications (or rights to apply) for, or renewal or extension of, such rights which exist now or which will exist in the future in any jurisdiction around the world.
The Buyer hereby grants to the Company a non-exclusive, non-transferable, royalty-free licence (including the right to grant sub-licences to its subcontractors) to use the Buyer’s Specifications and any trade mark, text or image which the Buyer instructs the Company to print, emboss, deboss or otherwise reproduce on the Goods (“Buyer’s Marks”) solely for the purpose of performing its obligations under the Contract. IPR in the Buyer’s Specifications and the Buyer’s Marks shall remain owned by the Buyer or its licensor and the Company shall not acquire any right, title or interest in such IPR other than the right to manufacture and supply Goods under the Contract in accordance with the Buyer’s instructions.
All IPR subsisting in the Goods or in any design drawings, specifications, prototypes, models or other materials relating to the Goods or arising out of the work done by the Company under the Contract, other than the Buyer’s Specifications and the Buyer’s Marks, but including any improvements to the Buyer’s Specifications, shall automatically vest in and be owned absolutely by the Company from creation. The Buyer shall not assert any rights in or seek to register such IPR. On the Company’s request the Buyer shall promptly enter into a confirmatory license vesting such IPR in the Company.
All design drawings, specifications, prototypes, models or other materials relating to the Goods or arising out of the work done by the Company under the Contract shall remain the property of the Company.
The Buyer warrants that the Buyer is entitled to license the Buyer’s Specifications and the Buyer’s Marks to the Company for the manufacture and supply of the Goods under the Contract without incurring any liability to any third party.
The Buyer shall indemnify the Company and all of its employees, officers, agents or sub-contractors (“Company Indemnitees”) in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs – calculated on a full indemnity basis – and all and other reasonable professional costs and expenses) suffered or incurred by the Company or any of the Company Indemnitees arising out of or in connection with any claim made against the Company or any of the Company Indemnitees for actual or alleged infringement of a third party's IPRs or moral rights arising out of or in connection with the use of the Buyer’s Specifications and the Buyer’s Marks in accordance with the terms of the Contract.
The Buyer shall treat all information comprised in design drawings, specifications, prototypes, models, weights, dimensions and other materials relating to the designs for Goods (other than Buyer’s Specifications) as the Company’s confidential information. The Buyer must not disclose to any third party any such information without the prior written consent of the Company.
The Company shall not be in breach of the Contract or be liable to the Buyer for any failure of or delay in performance which is due wholly or partially to an act of God, war, fire, explosion, riot, civil commotion, restriction by Government or other government or regulatory authority, strikes, lock outs, failure in suppliers of new material or any failure in the supply chain generally or to any cause or matter whatsoever outside of the Company's reasonable control.
Each and every obligation contained in these terms and conditions shall be treated as a separate obligation and shall be severally enforceable as such notwithstanding the non-enforceability of any such obligation.
[The Contract shall in all respects be governed by and construed in accordance with the law of Italy and the Company and the Buyer agree to submit to the exclusive jurisdiction of the Milan Courts.]
The Buyer may not assign, transfer, charge, novate or otherwise dispose of all or any of its rights and obligations under the Contract.
On termination or expiry of the Contract, the terms which expressly or by implication are intended to survive shall remain in full force and effect.
No waiver by the Company of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other person.
All details of communications in connection with any contract or intended contract shall be regarded as strictly confidential and shall not divulge to any person, firm or company without the Company’s prior written consent.
The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.