PREAMBLE

The company !!!! and registered address at : !!!!! LONDON – United Kingdom (hereinafter ‘Stoxfood.co.uk’) operates a website (hereinafter ‘the Platform’) which enables professionals (hereinafter ‘the Buyers’) to be put in contact with sellers (hereinafter ‘the Sellers’) for the online purchase of goods relating to Agrobusiness (hereinafter ‘the Products’).

This Platform is accessible to all Buyers at the URL www.stoxfood.co.uk (hereinafter ‘Stoxfood.co.uk’).

It should be noted that Stoxfood.co.uk acts as a marketplace with associated services, buying (hereinafter ‘the Products’)  offered by the Sellers on the Platform for (hereinafter ‘the Buyers’)

Products are prepared, shipped and delivered to the Buyers under control of Stoxfood.co.uk (hereinafter ‘the Platform’).

ARTICLE 1: ACCEPTANCE AND AMENDMENT OF THE GENERAL TERMS AND CONDITIONS OF USE

The aim of the General Terms and Conditions of Use of the Platform (hereinafter the ‘T&Cs’) is to define the conditions for accessing and using the Platform and its Services.

The User must read these General Terms and Conditions before submitting an Order. These terms explain who Stoxfood.co.uk is, how and when contracts may be terminated and the Buyer’s rights. By using the Services, you signify your agreement to be bound by these T&Cs.

Any use of the Platform and the Services involves the prior express unreserved acceptance of the T&Cs by the User. The User is informed of and acknowledges when creating his or her  Account that by clicking on the inscription link to “Agree to our terms of service (T&Cs)”, he or she is bound by all of the provisions of the T&Cs. If the User does not agree to the T&Cs, the User may not use the Services on the Platform.

Stoxfood.co.uk retains the right to terminate or suspend access to the Platform at any time, unilaterally and without prior notice, to any User failing to comply with these T&Cs.

The User is informed that the T&Cs of the Platform may be amended at any time unilaterally by Stoxfood.co.uk primarily in order to comply with any developments of its Services or any legal, judicial, editorial and/or technical developments. Stoxfood.co.uk shall use its best commercial endeavours to inform the User of the amendments made to the Services and/or to the T&Cs via email or via a special notice displayed on the Platform.

The T&Cs that are applicable to every Order made on the Platform are those accessible online at the time the Order is confirmed by the User and attached to the Order confirmation email received by the Buyer.

The User is reminded that it is the User’s responsibility to consult the latest version of the T&Cs accessible on each page of the Platform before all new Orders.

ARTICLE 2 - DEFINITIONS

Order: refers to any purchase of a Product by a Buyer from one or more Sellers via the Platform.

Account: refers to the Buyer’s personal area in which he or she can access his or her personal information, purchase history and the lists of the Products which he or she has set aside after having logged in.

General Terms and Conditions of Sale or Sale T&Cs: refer to the terms and conditions of sale of the Products offered by the Seller. They are accessible in the Seller Factsheet and govern the Orders made by the Buyers with the Sellers.

Seller Factsheet: refers to the factsheet summarising all of the information related to the Seller, accessible to the Users on the Platform.

Product Factsheet: refers to the descriptive factsheet for each Product sold on the Platform comprising photographs, text, illustrations, images, and/or videos submitted by each Seller to Stoxfood.co.uk for the description of the Products that it sells.

User Credentials: refers to the email address and password chosen by the User to identify him or her and allow the User to access the Services of Stoxfood.co.uk.

Basket: refers to the place where the User puts Products with a view to ordering them.

Partners: refers to any legal entity with which Stoxfood.co.uk has concluded a partnership.

Price: refers to the total price of the Product, including tax, payable by the Buyer, but excluding the shipping costs defined on a flat-rate basis according to the shipping method.

Services: refers to all the functionalities made available to Users by Stoxfood.co.uk and available on the Platform.

User: refers to any person who uses the Platform or its Services.

ARTICLE 3 – TERMS AND CONDITIONS OF ACCESS TO THE PLATFORM

3.1. General information

The Platform is accessible free of charge to any User at the address ‘www.stoxfood.co.uk’. The User must have access to the internet.

The User is responsible for the software and equipment required for the Platform Services to work and be used, or access to the internet. The User is solely responsible for the proper functioning of his or her IT equipment and his or her access to the internet.

The purchase of Products from the Sellers is subject to payment in compliance with the ‘Financial provisions’ article of these T&Cs of the Platform.

Any User can access, consult or use all or parts of the Platform. Any User can also subscribe to the newsletter of Stoxfood.co.uk.

To be able to buy Products on the Platform, the User must be:

- a natural person, aged 18 years old and, more generally able to sign contracts;

- a legal entity, the person empowered to represent must state: the valid information relating to his or her identity (surname / forename), its company name, its SIRET or identification number, the address of its registered office, its telephone number and its email address.

3.2. Creation of an Account

To be able to buy Products on the Platform, the User must create an Account.

3.2.1. Creation of an Account

The creation of an Account enables the User to:

- manage his or her personal information (postal address, email address, password);

- run a simulation of an Order (calculation of the delivery charges and the total amount of the Order);

- make an Order for Products on the Platform;

- obtain the detail of his or her Order (price of the products / cost of delivery);

- obtain information on the Orders to be paid by bank transfer;

- contact Stoxfood.co.uk’s customer services;

- request an invoice.

The User can create an Account:

- by clicking on the ‘Sign up’ tab in the ‘Account’ section;

- or - in the context of placing an Order.

To create his or her Account, the User must provide (i) a valid email address and (ii) a password that does not violate third-party rights. The User undertakes to keep his or her password confidential.

The User may request that his or her Account be deleted at any time.

3.3. Refusal of access to the Platform

Generally, when the User creates his or her Account, he or she undertakes with full responsibility, control and direction to enter data which enables his or her identification and undertakes to communicate complete, accurate and up-to-date information and to not usurp the identity of a third party, nor to disguise or change his or her age.

The User also undertakes to:

- provide authentic, accurate and complete information with respect to his or her identity, address and other data required for access to the Platform, in a way as to not mislead Stoxfood.co.uk or the Sellers or any third party;

- update any change concerning this information;

- to not access an Account belonging to another User;

- to take all the necessary measures to protect his or her credentials and passwords, as well as his or her own data from any attacks.

Stoxfood.co.uk reserves the right to suspend or refuse access, without notice or compensation, temporarily or definitively, to all or part of the Platform and/or to its Services and content in case of serious and/or repeated violation(s) by the User of the provisions of these T&Cs, in particular, and not limited to, in case of providing false, inaccurate, incomplete or outdated information, or in case of payment fraud, attempted fraud or any other criminal offence.

3.4. Availability of the Platform

Stoxfood.co.uk shall use its best commercial endeavours to ensure the availability of the Platform. Stoxfood.co.uk does not guarantee that the Platform works in every operating environment and that it is available all the time with no disruptions or errors, nor that all of the errors can be corrected.

As the Platform is constantly developing, it is subject to one-off changes and/or temporary or permanent disruptions without notice, in particular for maintenance reasons. Stoxfood.co.uk shall not under any circumstances be liable in the case that the Platform is unavailable due to these changes.

In this context, Stoxfood.co.uk reserves the right to interrupt, momentarily suspend or amend without notice access to all or part of the Platform in order to ensure maintenance or for any other reasons without the disruption conferring a right to any obligation or compensation.

ARTICLE 4 - BEHAVIOUR OF THE USER

4.1. General behaviour of the Users

The User confirms and acknowledges that all information, data, text, messages or any other content that he or she publishes on the Platform (hereinafter ‘Contribution’) is under his or her full and sole responsibility.

The User undertakes to not publish Contributions contrary to current legislation and regulations.

In particular, the User is banned from:

- distributing information contrary to public policy or morality, - hijacking the purpose of the Platform and/or Services for propaganda or proselytism, prospecting or solicitation,

- publishing information of a commercial or advertising nature or constituting propaganda for tobacco, alcohol or any other regulated substance, product or service,

- distributing Contributions contravening the rights of a third party or of a defamatory, injurious, obscene, pornographic or offensive nature or inciting discrimination or political, racist, xenophobic, sexist or homophobic violence,

- publishing information contravening the legislation on the protection of personal data enabling the identification of natural persons without their consent, in particular their surname, postal address and/or email address, telephone number, photograph, sound or audio-visual recording, or collecting and storing personal data relating to other Users,

- fraudulently accessing the Platform and Services, as indicated in the General Terms and Conditions of Use of the Platform,

- transmitting any message containing computer viruses or any other code, file or program designed primarily to disrupt, destroy or restrict the functionality of any software, computer or telecommunication device,

- harassing another or several other Users in any way,

- providing information linking to other sites (whether by creating hypertext links or by simply providing information), the content of which would be likely to contravene any current law or regulation, and in particular would be likely to violate the rights of people and property and/or intellectual property rights.

The User is also banned from violating third-party intellectual property rights. The User undertakes to respect the current legislation and regulations and to only use content for which he or she holds the rights, or for which the holder of the rights has given his or her express consent to its distribution, or which is free from any rights.

The User undertakes to indemnify Stoxfood.co.uk from any claim, loss or damage directly or indirectly arising from the User failing to comply with this obligation.

4.2. Fraudulent behaviour

Any User who acts fraudulently contrary to these General Terms and Conditions of Use risks civil and criminal proceedings which infringe in particular copyright, ancillary rights, rights of producers of databases and automated data processing systems.

Proceedings may be brought by Stoxfood.co.uk against the User who would not comply with these provisions.

ARTICLE 5 - ORDER PROCESS

The Order process on the Platform follows the following steps:

1. To order a Product, the User must select the desired Product and click on the ‘Add to basket’ tab. This is the offer to purchase the Product. The User can add other Products by clicking on the ‘Continue shopping’ or finalise his or her Order by clicking on the ‘Confirm basket’ tab. At this stage, the User has a summary of his or her basket. He or she can then edit or update his or her Basket. He or she can also save his or her Basket 30 minutes  to continue the Order later.

2. To continue his or her Order, the User must click on the ‘Confirm basket’ button.

3. If he or she has an Account, the User must then enter his or her email address and password to log in to his or her Account. If he or she does not have an Account, the User must create an Account as described in Article 3.2 of the T&Cs.

4. The User must then enter his or her information relating to the delivery: surname, forename, delivery address and telephone number.

5. The User must then select a delivery method and validate it by clicking on the ‘Confirm delivery’ tab. At this stage, the User can check and edit his or her Order again.

6. To finalise his or her Order, the User must then select his or her payment method and proceed to pay for his or her Order by clicking on the ‘Order and pay’ tab. By clicking on the ‘Order and pay’ tab, the User expressly and unreservedly accepts these T&Cs of the Platform and the General Terms and Conditions of Sale of Stoxfood.co.uk.

7. When the payment of his or her Order is validated, the Buyer will receive an Order confirmation email.

8. On the Order Shipment, the Buyer receives a confirmation email that the Product has been shipped. If the Buyer has bought Products from different Sellers, he or she will receive a shipping confirmation email from each Seller.

9. The sales contract is concluded between the Buyer and Stoxfood.co.uk at the time the Seller sends the Order confirmation email.

ARTICLE 6 - FINANCIAL TERMS

6.1. Sale price and terms of payment

The sale prices of the Products on the Platform are indicated in pounds, including all taxes, but do not include delivery charges which will be indicated to the User during the purchase process before finally placing his or her Order.

The Buyer acknowledges that Stoxfood.co.uk in its entire discretion determines the Prices of the Products advertised on the Platform..

The Buyer proceeds to payment for his or her Orders directly from Stoxfood.co.uk, according to the payment terms available on the Platform.

The payment of the Orders placed via the Platform is made to Stoxfood Limited or to payment service providers which collect the funds on behalf of the Seller.

Stoxfood.co.uk is a commercial name of STOXFOOD Limited.

All paiements solutions made with Stoxfood.co.uk are governed by his financial partner, the company << STRIPE >> 510 Townsend Street, SAN FRANCISCO, CA 94103, USA

Any Order coming from a Buyer who has not fully or partially paid a previous Order or with which a payment dispute is in progress may be refused.

6.2. Billing

For each Product sale, the Buyer may access his or her invoice which will be either:

- accessible on his or her Account in the event of a specific request to the Seller via ‘Order history’ or,

- sent by email to the Buyer when the Order is confirmed.

In the event of delivery outside the United Kingdom, the Order will then be subject to customs duties and possible taxes, for which Stoxfood.co.uk will be responsible and in charge of the terms and conditions.

6.3. Terms of refunding the Buyer

Stoxfood.co.uk uses the same payment method as the one that the Buyer used when placing his or her Order to refund the Buyer, irrespective of the reason for refunding the Order.

ARTICLE 7 - DELIVERY OF THE PRODUCTS BY THE SELLERS

7.1. Delivery costs

The minimum delivery costs applicable to the Order of a Product are indicated on the Product Factsheet below the sale price.

The final delivery costs which the Buyer should pay will be communicated in the Order process in the ‘Delivery of your purchases’ stage.

7.2. Terms of delivery

The Buyer is informed that the URL www.stoxfood.co.uk.co.uk is solely for the promotion and sale of the Products in the U.K and Products may only be delivered if:

- the Seller offers delivery in the United Kingdom only ; or

- the Buyer has a delivery address valid in United Kingdom ; or

The Products are delivered by Stoxfood.co.uk to the address indicated by the Buyer when he or she places his or her Order. The Product is the Buyer’s responsibility from the time it is delivered to this address.

The Seller can offer different delivery methods to the Buyer, directly to the address indicated by the Buyer when he or she places his or her Order .

The Buyer selects and validates the delivery method in his or her Order in the ‘Order delivery’ step.

The Buyer may choose between the different delivery methods offered by the Buyer (by carrier) and their respective prices.

The Buyer can follow the status of his or her Order in his or her Account in the ‘Account’ section.

7.3. Receipt of the Products

The Buyer must check the condition of the Products upon receipt in order to be able to confirm their compliance with the Order.

If the Product can be checked at the time of delivery, the Buyer must immediately make a complaint to the carrier about the condition of the package and the Product, if the Product or its packaging has been damaged during transport.

7.4. Delivery delay/absence

In the event of delay or full or partial non-receipt of the Product(s) ordered, the Buyer is invited to contact Stoxfood.co.uk from the delivery date agreed in order to solve the problem.

The Buyer can contact Stoxfood.co.uk via his or her Account.

7.5. Product returned to the Seller

If a Product is returned to the Seller for a reason, such as ‘unclaimed’ or ‘does not live at the address indicated’:

- the Buyer will be refunded with the price of his or her Order (excluding Product return costs); and/or

- in the event of agreement between the Buyer and Seller, the Product may be resent to the Buyer in which case, the Buyer must pay the associated costs (costs for returning the product and costs for resending it).

After one month with no communication from the Buyer, the Products will no longer be shipped and the Buyer shall not be entitled to refund, exchange or compensation.

7.6. Liability of the Seller

The Seller is fully liable with respect to the Buyers for the fulfilment of the Orders placed via the Platform and in particular the proper flow of the Products by its carriers.

Consequently, the Seller is fully liable with respect to the Buyers for any problem linked to the delivery (delivery delay, defect on the Product delivered, Product broken during the transport, Product never delivered due to theft, an error by the Seller and/or the carrier it engaged, etc.).

7.7. Transfer of Risk

The Buyer is fully responsible for the Products from the time of delivery to the address provided with the Order.

7.8. Transfer of title

Title in the Product ordered passes to the Buyer upon receipt of full payment by Stoxfood.co.uk.

ARTICLE 8 – NON-COMPLIANT, INCOMPLETE OR DEFECTIVE PRODUCTS

8.1. Receipt of a non-compliant, incomplete or defective Product

In the event of receipt of a deteriorated, defective, incomplete or non-compliant parcel, the Buyer is invited to contact Stoxfood.co.uk in order to solve the problem.

8.2. Legal guarantees

Stoxfood.co.uk acting in a professional capacity undertakes to comply with the legal and regulatory provisions relating to online and distance selling.

In this regard, and with the exception of the guarantee offered by Stoxfood.co.uk, the Seller is primarily bound by the legal warranties that the Products meets the description, are fit for purpose and of a satisfactory quality.

The terms and conditions for exercising these legal guarantees are detailed under the T&Cs of the Seller.

Each refund, irrespective of the reason, will be made via the intermediary of Stoxfood.co.uk which will have the right to refuse it in agreement with the Seller.

Stoxfood.co.uk cannot be involved in the guarantees assumed by the Sellers in any way.

ARTICLE 9 – NEWSLETTER

Any User who does not have an Account and wishes to receive the Stoxfood.co.uk newsletter must register online. To subscribe to the newsletter, the User must enter his email address in the corresponding field.

ARTICLE 10 – INTELLECTUAL PROPERTY

10.1. Content of the Platform

Any use, reproduction, copy, distribution of one or more elements of the Platform for anything other than private use is banned.

All of the content and Services of the Platform, including to an unlimited extent, the domain name, text, artwork, graphics, photographs, illustrations, sounds, images, audio and video, but also the structure, site map, design and organisation of its sections, their headings, existing or upcoming, is protected by intellectual property and/or commercial rights, held or claimed by Stoxfood.co.uk, with the authorisation of the holders of these rights, and if necessary, of the Sellers and/or its Partners.

Stoxfood.co.uk grants all Users a non-exclusive, personal and non-transferable right to use the Platform and the Services for their personal use. This right is granted for the length of time the Platform is used. This granting of rights does not constitute the transfer of any intellectual property and/or commercial right to the User.

Consequently, all Users are banned from reproducing in any format, directly or indirectly, the elements referred to in the previous paragraphs, as well as altering brands, patents, names, abbreviations, logos, colours, graphics or other trademarks featuring on the elements provided by Stoxfood.co.uk and more generally use or exploit these elements.

10.2. Databases

Stoxfood.co.uk is the producer and owner of all or part of the databases, their structure and their content comprising the Platform subject to the respective rights held by the Sellers and/or its Partners.

By accessing the Platform, the User acknowledges that the data comprising it is legally protected, and, that he or she is banned from extracting, reusing, storing, reproducing, representing or preserving, directly or indirectly, in any medium, by any method and in any format, all or partially qualitatively or quantitatively substantial, of the content of the databases featuring on the Platform to which he or she has access, as well as repeatedly and systematically extracting or reusing qualitatively and quantitatively non-substantial parts if these operations manifestly exceed the conditions of normal use.

10.3. Content of the Product Factsheets

The content of the Product Factsheets, primarily including all photographs, text, illustrations, images and/or videos describing the Products sold on the Platform, are put online by Stoxfood.co.uk on behalf of the sellers (hereinafter ‘the Sellers’).

In the event of proven infringement of the rights of a third party with respect to the publication of all or part of a Product Factsheet on the Platform, Stoxfood.co.uk undertakes to endeavour to promptly take measure to stop this infringement as soon as it is aware of it and withdraw the litigious content from the Platform.

ARTICLE 11 – ROLE AND LIABILITY

Stoxfood.co.uk shall not be liable:

- in case of deletion, no storage capacity, incorrect or inopportune transmission of information or data appearing on the Platform or resulting from the Services;

- in case of damages incurred by the User linked to the performance or non-performance of the Services of the Platform

- in case of damage likely to result from downloading or using the information or data available on the internet via the Services of the Platform, such as damage caused on IT systems, data losses.

ARTICLE 12 - PERSONAL DATA

When navigating the Platform and using the Services which are offered there, personal data concerning Users is collected and processed by Stoxfood.co.uk.

For more information on the processing of personal data carried out in this context, you can consult our data protection policy.

ARTICLE 13 - REPORTING CONTENT

Stoxfood.co.uk has put a tool in place enabling any User to report any publication of an illegal nature on the Platform, in particular any content promoting crimes against humanity and acts of terrorism, inciting racial hatred and hatred of people because of their gender, their sexual orientation or identity or their disability, as well as child pornography, inciting violence (in particular, inciting sexual and sexist violence), as well as undermining human dignity in order to enable the removal of the content in question.

Any user can also request that Stoxfood.co.uk removes content protected by intellectual property rights.

To request the removal of content, the User must send an email to Stoxfood.co.uk’s legal team, providing the following information:

- for natural persons: their surname, forename, residence and telephone number;

- for legal entities: their name, company name, address, telephone number and the identity of their legal representative;

- a description of the illegal content;

- the reasons for which the illegal content, including the legal provisions and justification for the facts;

- the date on which the illegal content was noticed;

- the URL of the illegal content.

ARTICLE 14 - GENERAL PROVISIONS

To be admissible, all notifications by a User should be detailed, indicate clearly the reasons for dissatisfaction and be sent to Stoxfood.co.uk by email or via his or her Account. 

The parties are not liable for any delay or non-performance if these are linked to an event outside either party’s control , as defined by the provisions or, more generally, by established case-law,

In the event that a provision of the General Terms and Conditions of Use becomes invalid, unenforceable, obsolete, illegal or inapplicable due to a law, a regulation or following a court ruling, this shall not affect the validity, legality or applicability of the other provisions of the T&Cs and shall not absolve the User from performing his or her valid contractual obligations.

No failure or delay by a party to exercise any right or remedy provided under the General Terms and Conditions of Use or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Unless it expressly states otherwise, the General Terms and Conditions of Use does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the General Terms and Conditions of Use.

ARTICLE 15 – DISPUTES AND APPLICABLE LAW

These T&Cs of the Platform are governed by English law. They are written in English. In the case where they are translated into one or more languages, only the English text shall prevail in the case of dispute.

In compliance with the applicable legislation, the consumer may bring an action in the jurisdiction of the place where he or she resides at the time the contract is concluded or the damage occurs in addition to one of the competent jurisdictions.

The European Commission provides EU consumers with an online dispute resolution platform to resolve disputes amicably.