General terms and conditions of sale

1. Presentation and purpose

1.1. These general terms and conditions of sale (the "General Terms") govern the relationship between EIT Food CLC West, whose registered office is at Philipssite 5 at 3001 Leuven (Belgium) and which is registered with the Crossroads Bank for Enterprises under number 0679.531.322 (the "Company"), and the client (the "Client") in the context of the sale of edible, unsold food via the website of the Company or any other website / online app set up by the Company (the "Website"). 1.2. The Client consents to the application of these General Terms when visiting the Website and waives, if applicable, the application of contradictory provisions of his/her own general terms and conditions or any other provision that would contravene the General Terms. 1.3. The Company and the Client are referred to individually as a "Party" and collectively as the "Parties". Definitions in the General Terms are used alternately in the singular and plural. 

2. Services 

2.1. The Company sets in relation suppliers (producers, farmers, wholesalers, etc.) (the "Suppliers") of food products (the "Products") and Clients acting for professional purposes, with a view to reducing food waste, while offering quality products at an affordable price.2.2. The Company offers Clients and Suppliers a marketplace on the Website, allowing them to exchange Products made available and sold by Suppliers, under their full responsibility and within the limits imposed by them (price, minimum quantity, quality, delivery times, etc.). 2.3. No contractual relationship is established between the Company and the Client with regard to the sale of the Products or their delivery. These General Terms therefore apply, without prejudice to the Suppliers’ specific conditions of, if any, which will govern the contractual relationship between the Client and the Supplier, for these aspects unless expressly stated otherwise.

3. Description and availability of the Products 

3.1. The Products offered for sale on the Website are indicated while stocks last and subject to any discrepancy between the quantities made available by the Suppliers and those mentioned on the Website. 3.2. The descriptive text and information accompanying each item offered on the Website is written using the information transmitted by the Suppliers and may be enhanced by one or more non-contractual photographs. 3.3. The Company reserves the right to refuse an order for any reason whatsoever. In this case, it will inform the Client as soon as possible and will offer, at its discretion, an alternative product, a refund or a credit note to be used on a future order.3.4. In addition, the Client agrees to receive by electronic mail and/or SMS messages relating to orders placed by the Client, to receive all essential notifications relating to the order. 

4. Ordering process on the Website and delivery 

4.1. The Client selects the Products he/she wishes to purchase on the Website and follows the ordering process indicated therein, giving his/her full contact details in order to facilitate orders and deliveries, if applicable. 4.2. The order will only be considered final after full payment of the price, in principal and accessories, as indicated on the Website as part of the ordering process and confirmation of the order by the Supplier. 4.3. Following validation of the payment, the Products will be delivered to the Client or prepared for collection at the address and within the period indicated upon completion of the order.4.4. The Client is required to collect the order within the period indicated on the Website or to make himself/herself available to ensure that the delivery can be made within the period mentioned at the time of ordering. 4.5. Without prejudice to any force majeure event, as indicated below, the Supplier shall ensure the deliveries and the availability of the Products within the time slots indicated at the time of the order. The Supplier shall notify the Client as soon as possible of any change to the order, as regards the Products, their delivery or collection. 

5. Prices and payment 

5.1. The prices displayed on the Website are indicated in euros, including all taxes and accessories, excluding delivery costs which are indicated before any payment of the Products. They are applicable at the time the Client places the order and may be modified at any time, without affecting orders already placed and paid. 5.2. Without prejudice to the Suppliers' special conditions of sale, the transfer of ownership of the Products to the Client is subject to full payment of the price, including delivery costs and any other costs due by the Client.  

6. Right of withdrawal and acceptance of Products

6.1. The Products sold on the Website are generally rapidly perishable goods. Moreover, they are intended to be sold to persons acting in their professional capacity. For these two reasons, the Client does not benefit from a right of withdrawal.  6.2. Without prejudice to the Suppliers' special conditions of sale, upon receipt of the delivery, if applicable, the Client is required to check the Products received, their condition and their characteristics, including their packaging. In the absence of any documented claim introduced within 24 hours of receipt of the order, the Client shall be deemed to accept the Products in the condition in which they were received. 

7. Responsibility

7.1. The Company shall do its utmost to offer the Client access to its Website and marketplace and to enable him to buy the Products from Suppliers. The Client is aware that the Company's intervention is limited to putting the Supplier and the Client in contact with each other via the Website and the marketplace. Within this limit, the Company is only bound by an obligation of means and not of result. The Company shall not be liable for the Products, the information provided by the Supplier or for compliance with the terms and conditions of the sales contract between the Client and the Supplier, including mandatory information and specific legislation for the sale of edible goods. 7.2. In particular:
  • The Company is only liable for its own fraud, gross negligence or that of its employees or for any failure to perform the essential obligations which are the subject of the agreement; 
  • The Company shall not be held responsible for any omissions or errors due to inaccurate information provided by the Client or by the Supplier; 
  • Where applicable, the Company shall only be liable for damages directly caused by it to the exclusion of any damages such as, for example, loss of income, loss or compromise of data, loss of Clients, loss of turnover, reputational damage or loss of profit, whether or not the Company has been advised of the possibility of such damages;
  • If the Company is held liable, the damages payable by the Company by virtue of the agreement shall in no case exceed the total amount agreed between the Client and the Supplier, excluding costs and taxes, for the sale of Products for which the Company is held liable.
7.3. By using the Website, the Client provides correct, complete and non-misleading information under his/her own responsibility. The Company cannot be held responsible if essential information has not been provided by the Client (e-mail address, telephone number, etc.), which makes it impossible to provide the Client with essential information, including the possible modification of his/her order.

8. Force majeure and changes to orders

8.1. The Company and the Suppliers may not, under any circumstances, be considered responsible for the non-performance of the contract due to a cause beyond their control such as, in particular and without this list being restrictive, flooding, storm, fire, pandemic, strike, confinement, terrorist risk, default of a service provider, subcontractor, loss of equipment, technical failure of the network or any other event of force majeure which would prevent them from normally performing their obligations, would suspend them for the duration of the cause of force majeure or would make the performance of these obligations significantly more difficult or costly. 8.2. Without prejudice to the Suppliers' special conditions of sale, if the order placed by the Client is modified, in whole or in part (quantity, quality, delivery times, place of availability, etc.) due to a cause beyond the Supplier's control, the Supplier shall inform the Client as soon as possible so as to limit as much as possible the inconveniences linked to this modification, without this modification being considered as leading to the termination of the contract between the Parties. 

9. Intellectual property 

9.1. All images, visuals, concepts and techniques used by the Company and reproduced on any medium whatsoever are and remain at all times its property, as are the General Terms, the General Terms of Use, the Privacy Policy, the Cookie Policy and all documents subject to copyright or any other intellectual property right. Likewise, the Website, in its entirety, including its architecture, design, interface, databases, name, domain name, etc. belong to the Company. 9.2. No reproduction or communication to the public, in whole or in part, of the Website or of any of its elements, for any purpose whatsoever, except for individual consultation, may be made without the prior written authorisation of the Company.9.3. The Client shall at all times respect the intellectual property rights of the Company and in particular its name, brand and logo. These rights may only be used by the Client within the strict limits authorised by the Company and in particular for the purchase of the Products. 

10. Notices

The Parties shall be validly informed or notified in writing of the actions taken under the agreement by e-mail to the e-mail address of the contact person provided by the other Party. 

11. Applicable legislation and dispute resolution

11.1. The contractual relationship between the parties is subject to Belgian law. 11.2. Any complaints relating to the sales contract concluded between the Client and the Supplier must be addressed directly to the party concerned, to the full discharge of the Company, which only assumes obligations in the context of the establishment of the relationship between the Client and the Supplier through the Website and the marketplace. 11.3. The Parties shall attempt to resolve amicably any dispute arising between them and relating in particular to the formation, interpretation, performance or termination of the agreement. 11.4. In the absence of an agreement, the dispute will fall under the exclusive jurisdiction of the courts of the Company’s registered seat.

12. Miscellaneous

12.1. The possible nullity of a clause of the agreement shall not affect the validity of the other clauses agreed between the Parties. Insofar as possible, the Parties shall replace it, where appropriate, with a valid clause that respects their original intention. 12.2. The fact that the Company does not avail itself of a provision of the General Terms shall not be interpreted as a waiver of the right to avail itself of such provision at a later date.