Terms of service

STANDARD TERMS AND CONDITIONS - GOODS

These terms and conditions (“Terms”) are the Terms that apply to the purchase of Goods from Crowbond Groceries Ltd a company registered in England, number 04813974, whose registered office is; Crowbond Foodservice, 1 & 2 Balch House, New Spitalfields Market, London, E10 5SQ, UK(“Crowbond”)

In these Terms:
“Customer” means the individual or business that requires the Services subject to these Terms and any

Order;
“Goods” means the products supplied by Crowbond;

“Order” means the Customer’s initial request to acquire the Goods from Crowbond as set out in these Terms;
“Party” mean Crowbond or Customer;
“Parties” means Crowbond and Customer;

The headings of these clauses shall not affect the interpretation thereof.
If there is any inconsistency or conflict between what is set out in any of the conditions in these Terms and what is set out in any communication or variation (“Variation”) agreed in writing between the Parties the Variation shall prevail.
If there is any inconsistency or conflict in these Terms or any other Terms issued by Crowbond these Terms will prevail.
No variation or modification of or substitution for these Terms (even if included in or referred to in the document placing the order) shall be binding on Crowbond unless specifically accepted by Crowbond in writing.
These Terms are the entire agreement between the Parties and supersedes any representations, documents, negotiations or understandings, whether oral or written, made, carried out or entered into before the date of receipt of these Terms, except that this clause shall not exclude liability in respect of any fraudulent misrepresentation.

2. Orders

2.1 2.2

In these Terms:
“Customer” means the individual or business that requires the Services subject to these Terms and any

Order;
“Goods” means the products supplied by Crowbond;

“Order” means the Customer’s initial request to acquire the Goods from Crowbond as set out in these Terms;
“Party” mean Crowbond or Customer;
“Parties” means Crowbond and Customer;

Crowbond accepts orders for Goods via a sales representative, telephone or email ansaphone at their trading address or designated telephone numbers.
When placing an Order, the Customer shall set out, in detail, the Goods required. Details required include specification, grade or type of product the delivery address and any special delivery requirements or packaging.

3. Delivery/Acceptance of Order/Delivery

3.1 Crowbond may offer an approximate delivery time.
3.2 Crowbond may refuse to accept an Order:

3.2.1 3.2.2 3.2.3 3.2.4

where goods are not available;
where Crowbond cannot obtain authorisation for your payment;

if there has been a pricing or product description error;

if you do not meet any eligibility criteria set out in our Terms; or for any other reason at our sole discretion.

3.2.5
3.3 Crowbond deliveries may be dropped at a pre agreed point before any person is available to sign for the

Goods. The Customer agrees that this will be designated a safe area

3.4 The Customer agrees to inspect the Goods within a reasonable time period upon arrival (where they are not

present to sign), which is set at 1 hour from the arrival of the person designated to receive the goods and, any claims, including but not limited to, damaged product, spoilage and shortages must be informed to Crowbond in writing via email within 6 hours;
3.5 No claims will be accepted where the Customer, their employees or representatives do not adhere to the provisions of clause 3.4 set out above.
3.6 The Customer must provide proof of a claim and any product that the Customer seeks to return must be in their original packaging.
3.7 All Goods remain the property of Crowbond until they are paid for in full.
3.8 It is the Customer’s responsibility to ensure that deliveries can be made safely by Crowbond.

4. Prices and Payment

4.1 Prices are subject to alteration or withdrawal without notice.
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4.2 Payment is accepted by cash, direct debit, cheque or bank transfer. Cheque payments are only deem paid upon receipt of cleared funds into Crowbond’s account.
4.3 The Standard payment terms of Crowbond are 14 from date of invoice unless agreed otherwise as a variation.
4.4 On receipt of a correctly issued invoice from Crowbond under these terms the Customer agrees to pay Crowbond in full as per the invoiced amount.
4.5 In the event of non-payment or default in payment by the Customer in accordance with agreed terms, Crowbond shall be entitled without prejudice to any other right or remedy to charge interest to either an individual not a business or business, as set out in the Late Payment of Commercial Debts (Interest) Act 1998 and subsequent amendments, and add any reasonable legal fees and debt recovery charges on a full indemnity basis in respect of all invoices which are not wholly paid by the due date.
4.6 Where the Client is a limited company then the directors named at Companies House on the date of receipt of these Terms agree they will accept and incur personal liability for any fees or disbursements accrued by the limited company. Where the legal entity is an LLP then the named partner(s) who agreed the contract accept personal liability for any invoices, charges or fees under clause 4.5.
4.7 Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under these Terms at any time.

Liability, Indemnity and Insurance
1. 5.1 Crowbond will accept liability for:
  1. (i) death or personal injury resulting from its negligence;
  2. (ii) fraud or fraudulent misrepresentation;
  3. (iii) any other liability which cannot be excluded by law.
2. 5.2 Crowbond will accept liability for direct physical damage to the tangible property of the Customer to the
  
  extent it is caused by the negligence of Crowbond subject to the exclusions set out in clause 5.1.
3. 5.3 Except as provided in clause 5.1, Crowbond’s total liability in respect of any one default under any Order
  
  shall not exceed the total amount being paid under that Order. .
4. 5.4 Except as provided in clause 5.1, Crowbond shall not be liable for:
  1. (i) loss of business, profits, revenue, anticipated savings, (even where the same arise directly from a breach of these conditions);
  2. (ii) special, indirect or consequential losses, even if foreseeable by or in the contemplation of Crowbond ; or
  3. (iii) any claim made against the Customer by any other person.
5. 5.5 Crowbond is not liable for any loss or damage suffered by the Customer which results from the Customer’s
  
  failure to follow any instructions given by Crowbond.
6. 5.6 Crowbond accept no responsibility for theft or removal of goods where Crowbond leaves Goods without
  
  signature and the Customer agrees that they operate insurance to cover any losses.
7. 5.7 Any delivery time is not binding and Crowbond will not be held liable for any late deliveries caused by
  
  issues beyond their control.
8. 5.8 The Customer shall indemnify Crowbond against any costs, liability, damages, loss, claims or proceedings
  
  arising out of the Customer’s failure to meet any of its obligations or any other breach of these Terms.
Data Protection
1. 6.1 Crowbond agree to abide by the provisions of the General Data Protection Regulations 2016/679 (GDPR
  
  2018) for any works they enact under these Terms.
2. 6.2 Crowbond will not share the Customer’s personal data with any third parties for any reasons without the
  
  prior consent of the Customer.
3. 6.3 Such data will only be collected, processed and held in accordance with Crowbond’s rights and obligations
  
  arising under the provisions and principles of the GDPR 2018.
Force majeure

7.1 Neither Party to any Order shall be liable to the other nor held in breach of any Order if either Party is prevented, hindered or delayed in the performance of its obligations under any Order by any act of God, war, riot, civil commotion, explosion, fire, radiation, accident, terrorism, government action, interruption in the supply of power, labour dispute other than a dispute concerning the Supplier's employees or the employees of its sub-Suppliers, epidemic or other circumstances beyond the control of the Parties which prevents a Party from, or hinders or delays a Party in, performing its obligations under any Order (and which the application of due diligence and foresight could not have prevented).

8. Assignment and Sub-Contracting

8.1 Crowbond shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other

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member or sub-contractor shall, for the purposes of any Order, be deemed to be an act or omission of

Crowbond.

9. Relationship of the Parties

Nothing in any Order shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in any Order.

10. Severance

In the event that one or more of the provisions of any Order and/or of these Terms is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of any Order and/or these Terms. The remainder of any Order and/or these Terms shall be valid and enforceable.

11. Permits/licenses

If and to the extent the Customer requires any licenses, permits, registrations or other authorisations of any governmental or semi-governmental body, agency, or organisation in connection with the purchase of Goods pursuant to any Order the Customer undertakes to obtain such licenses, permits, registrations and other authorisations and Customer undertakes to indemnify and hold Crowbond harmless from and against any claims of such governmental or semi-governmental bodies, agencies or organisations or of any other third parties relating to the omission of Customer to obtain such licenses, permits, registrations and other authorisations.

12. Contracts (Rights of Third Parties)

The Contracts (Rights of Third Parties) Act 1999 shall not apply to any Order and no person who is not a party to

an Order shall be entitled to enforce any of the provisions of any Order pursuant to that Act.

13. Governing law

These Terms are governed by, and are to be construed in accordance with, English law and the Parties submit to the exclusive jurisdiction of the courts of England and Wales.

Standard Terms and Conditions Goods: Crowbond Ltd: v2 March 16 2020