In these conditions, except where the context otherwise requires, the following words shall have the meanings:
“You” 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 wishing to buy Goods.
If you are in the UK: Roofoods Ltd (registered office Roofoods Limited, The River Building, Level 1, Cannon Bridge House, 1 Cousin Lane, EC4R 3TE, United Kingdom. Company number 08167130, VAT number 286 7364 55).
If you are in Ireland: Deliveroo Ireland Limited (registered office The Stone Building, 15 Flemmings Place, Ballsbridge, Dublin 4, company number 556923).
“Contract” means the contract made, or to be made, for each order of Goods using this site between the Seller and You subject to, and incorporating, these terms and conditions.
“Goods” means the articles, products, packages and all physical things, including samples where relevant, to be purchased by You and sold by the Seller using this site.
“Site” means www.deliveroo-packaging.com
“Seller” means the company responsible for supplying, or procuring the supply of the Goods listed on this website.
“Terms” means these terms and conditions, as updated from time to time.
Deliveroo may amend or vary these Terms from time to time by notice on this site. You will be subject to the Terms in force at the time that you place an Order. If any part of these Terms 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 may not be modified or varied by You unless Deliveroo agrees in writing. By placing an Order, 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. All Orders are subject to availability and confirmation of the Order price by Deliveroo.
You acknowledge and agree that the Ordering for, and purchase of, Goods 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 You are not a consumer.
Deliveroo is a disclosed intermediary and shall sell the Goods on behalf of and as agent of the Seller. These Terms form the entire Contract and any other terms and conditions subject are expressly excluded. You acknowledge that You have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Deliveroo which is not set out in these Terms and that You shall have no claim for innocent or negligent misrepresentation based on any statement in these terms.
Deliveroo acts as an agent on behalf of the Seller to conclude your Order and to manage your experience throughout the Order process. Deliveroo is not the seller of Goods. The Seller is responsible for the sale of the Goods and for dealing with claims from You in connection with the purchase of Goods.
If you do not accept these Terms in full please do not order any Goods.
You can place orders via two methods: via the Site, or by emailing firstname.lastname@example.org. An Online Order is an order to purchase Goods via the Site that has been fully processed at the checkout. An Offline Order is an order to purchase Goods via email@example.com. Together, these are referred to as Orders. Goods quoted from stock are quoted subject to not being sold at the time the order is accepted.
The price of the Goods shall be the quoted price at the date of acceptance of the Order, subject to any price changes or discounts ruling at the date of dispatch, and any price lists whether published or not shall not affect the right of Deliveroo 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 You shall be additionally liable to pay. All prices set out on this site are subject to change. Deliveroo reserves its right at its absolute discretion to refuse an Order placed by You.
When placing an Order, You undertake that all details provided to Deliveroo are true and accurate, that You are 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.
Deliveroo reserves the right, by giving notice to You at any time before delivery, to increase the price of the Goods:
to reflect any increase in the cost which is due to any factor beyond the control of Deliveroo or the Seller (including but not limited to, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of manufacture);
to accomodate any change in delivery dates, quantities or specifications for the Goods which is requested by You; or
to reflect any delay caused by any instructions of You or failure by You to give Deliveroo adequate information or instructions.
You 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):
For online payments: using the payment mechanism provided on this Site; or
For offline payments, within thirty (30) days of the Supplier’s invoice date or as otherwise agreed in writing,
notwithstanding that delivery may not have taken place and the property in the Goods has not passed to You.
Deliveroo, at its discretion, reserves the right to charge interest (both before and after any judgment) on behalf of the Seller on any 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. Deliveroo can exercise this right in addition to any other rights it may have in respect of the Goods or non-payment. All costs, charges and expenses incurred by Deliveroo in recovering any debts to be paid by You shall be reimbursed to Deliveroo on a full indemnity basis.
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 Deliveroo being satisfied as to Your creditworthiness and in its absolute discretion, having informed You that the Goods are ready for delivery. Deliveroo may instruct the Seller to refrain from delivering the Goods until such time as Deliveroo has received the full purchase price for the relevant Order(s).
Offline Orders sent in confirmation of telephone instructions should be clearly marked as such, otherwise any additional expense incurred by Deliveroo as a result of duplication of order will be charged to You.
RISK AND TITLE TO GOODS
The risk in the Goods shall pass from the Seller to You upon delivery and You shall insure the Goods accordingly. You shall have no cause of action if having taken possession of and paid the price of the Goods, the Goods are subsequently damaged or destroyed or lost or stolen.
Until full payment has been received for all Goods the subject of an Order (either by the Seller for Offline Orders or by Deliveroo on behalf of the Seller for Online Orders) all right, title and interest in all Goods supplied by the Seller under this Contract or any other contract between the Seller and You shall remain with the Seller.
Until such time as legal title in the Goods passes to You, You shall keep the Goods separate from those of You and third parties and properly stored, protected, insured with a reputable company and identify the Goods as the Seller’s property.
Until such time as the title in the Goods passes to You in accordance with this Contract, Deliveroo shall be entitled at any time to require You to deliver-up the Goods to Deliveroo and, if You fails to do so forthwith, the Seller or Deliveroo may enter upon any premises of You or any third party where the Goods are stored and repossess the Goods.
You 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 Seller, but if You do so all moneys owing by You to Deliveroo shall (without prejudice to any other right or remedy of Deliveroo) forthwith become due and payable.
Delivery dates are indications of estimated delivery time given in good faith by the Seller but shall not amount to any binding contractual obligation to deliver at the time or date stated.
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 You in the Order. Time for delivery shall not be of the essence or fundamental to the Contract. The Goods may be delivered in advance of the quoted delivery date upon giving reasonable notice to You.
Where the Goods are to be delivered in instalments each delivery shall constitute a separate Contract and failure by Deliveroo to deliver any one or more of the instalments shall not entitle You to treat the contract as a whole as repudiated.
If You fail to take delivery of the Goods or fails to give Deliveroo adequate delivery instructions then, without prejudice to any other remedy available to Deliveroo, Deliveroo may:
store the Goods until actual delivery and charge You for the reasonable costs (including insurance) of storage; or
after one month from the attempted delivery date, sell the Goods at the best price readily available to Deliveroo and (after deducting all reasonable storage and selling expenses) charge You for any shortfall below the price pursuant to the terms and conditions in force at the time the order was placed.
DAMAGE IN TRANSIT AND SHORTAGES
You may seek repairs or replacement of Goods damaged in transit in accordance with any such rights offered by the Seller. Goods received in a damaged or unsatisfactory condition must be signed for as such. On receipt of the Goods, the Goods shall be checked by You or a nominated representative with the advice note enclosed with the Goods. Shortage claims will only be considered if the relevant third party carrier and Deliveroo receive written notification within three days of delivery. For Offline Orders, Deliveroo reserves the right to arrange short or surplus than the quantity of Goods ordered. The specific percentage will be stated in the Supplier’s invoice, and will be considered by Deliveroo and You to be due execution of Deliveroo’s obligations for the relevant order.
Goods correctly supplied may not be returned without Deliveroo’s written agreement. Goods so returned must be consigned “carriage paid” and accompanied by a packing note stating Deliveroo’s invoice number and date thereof together with the reason for return. Any article which has been supplied to Your Specifications or using Your Marks cannot be accepted for credit under any circumstances, and in other instances, a re-stocking charge may be imposed. Returns will only be accepted if all items are unmarked and in new condition.
Further information on how You can return Goods can be found in Deliveroo’s Returns Policy.
If Deliveroo procures Goods in accordance with any specifications or instructions provided by You (the “Your Specifications”) You shall be solely responsible for Your Specifications. You must ensure that Your Specifications are complete, accurate and properly record its requirements. Deliveroo shall not be liable for any loss or damage suffered by You to the extent that such loss or damage results from Deliveroo procuring Goods in accordance with Your Specifications.
You shall supply Your Specifications (if applicable) in sufficient time to enable Deliveroo to perform the Contract in accordance with its terms, as notified by Deliveroo to You. Deliveroo is not liable for any loss or damage suffered by You arising out of late delivery of Goods to the extent that the late delivery is caused by Your failure to supply Your 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 Deliveroo 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.
The Supplier (or Deliveroo, on the Supplier’s behalf) will present a final specification of the design to You for approval prior to commencing bulk manufacture. You must approve the design in writing before proceeding to bulk manufacture. Deliveroo is not liable for any loss or damage suffered by You to the extent that such loss or damage results from Deliveroo procuring Goods in accordance with a final specification which has been approved in writing by You.
You shall be solely responsible for in respect of any matter which they request be embedded or printed on the Goods. Deliveroo shall not be liable in respect of any content, materials, IPR or other matters provided by, or on behalf of, You, including the use of such matters in relation to the Goods.
Deliveroo reserves the right to make any changes in Your 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 Deliveroo’s specification, which do not materially affect their quality or performance.
INTELLECTUAL PROPERTY RIGHTS
For the purposes of these terms and conditions, intellectual property rights (“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.
You hereby grant to Deliveroo and the Seller a non-exclusive, non-transferable, royalty-free licence (including the right to grant sub-licences) to use Your Specifications and any trade mark, text or image which You request is to be printed, embossed, debossed or otherwise reproduced on the Goods (“Your Marks”) solely for the purpose of performing its obligations under the Contract. IPR in Your Specifications and Your Marks shall remain with You or its licensor and Deliveroo shall not acquire any right, title or interest in such IPR other than the right to procure the supply of, and in respect of the Seller to manufacture and supply, Goods in accordance with Your instructions.
All IPR subsisting in any design drawings, specifications, prototypes, models or other materials relating to the Goods or arising out of the work done by Deliveroo under the Contract, other than Your Specifications and Your Marks, but including any improvements to Your Specifications, shall automatically vest in and be owned absolutely by Deliveroo from creation. You shall not assert any rights in or seek to register such IPR. On Deliveroo’s request You shall promptly enter into a confirmatory license vesting such IPR in Deliveroo.
All design drawings, specifications, prototypes, models or other materials relating to the Goods or arising out of the work done by Deliveroo under the Contract shall remain the property of Deliveroo.
You warrant that You are entitled to license your Specifications and your Marks to Deliveroo for the procurement of the Goods under the Contract without incurring any liability to any third party.
You shall indemnify Deliveroo and all of its employees, officers, agents or subcontractors (“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 Deliveroo or any of Deliveroo Indemnitees arising out of or in connection with any claim made against Deliveroo or any of Deliveroo 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 Your Specifications and Your Marks in accordance with the terms of the Contract.
You 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 Deliveroo’s confidential information. You must not disclose to any third party any such information without the prior written consent of Deliveroo.
Nothing in these terms and conditions shall limit either party’s liability for: (i) fraudulent misrepresentation; or (ii) death or personal injury caused by a party’s negligence. Subject to this, and notwithstanding any other provision of this Contract Deliveroo’s aggregate liability is limited to £50,000. Any exclusive remedies will be provided by the Supplier.
Deliveroo, 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). You agree to keep Deliveroo 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, Deliveroo 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). Deliveroo will not be liable for any direct or consequential loss or damage of any nature whatsoever and howsoever arising, including but not limited to those arising due to any delay in delivery.
Deliveroo’s employees or agents are not authorised to make any representations concerning the Goods unless specifically agreed by Deliveroo in writing. In entering into the Contract You acknowledge that You do not rely on any such representations which are not so confirmed. Any advice or recommendation given by Deliveroo or its employees or agents to You or its employees or agents as to the storage, application or use of the Goods which is not specifically confirmed in writing by Deliveroo is followed or acted on entirely at Your own risk, and accordingly Deliveroo shall not be liable for any such advice or recommendation.
You shall be responsible to Deliveroo for ensuring the accuracy of the terms of any Order (including any applicable Buyer’s Specification), and for giving Deliveroo any necessary information relating to the Goods within a sufficient time to enable Deliveroo to perform the Contract in accordance with these terms and conditions.
Deliveroo shall not be in breach of the Contract or be liable to You 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, pandemic, epidemic, 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 Deliveroo'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.
GOVERNING LAW AND JURISDICTION
If you contract with Roofoods Ltd, these terms are governed by the laws of England and Wales. If you contract with Deliveroo Ireland Limited, these terms are governed by the laws of Ireland. If you contract with Roofoods Ltd, the courts of England and Wales have exclusive jurisdiction in respect of any dispute or claim arising out of or in connection with these terms. If you contract with Deliveroo Ireland Limited, the courts of Ireland have exclusive jurisdiction in respect of any dispute or claim arising out of or in connection with these terms.
You 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. Deliveroo Indemnitees may enforce the IPR indemnity set out in these Terms directly against You. Otherwise, a person who is not party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to terminate or vary the Contract are not subject to the consent of any other person. No waiver by Deliveroo of any breach of the Contract by You 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 Deliveroo’s prior written consent. You 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.
- OFFERS, DISCOUNTS, AND OTHER PROMOTIONS
The maximum amount discounted by basket may vary depending on the promotion and shall be clearly communicated. Only one applicable code at a time per basket.
All discounts apply at a price level excluding taxes and fees, such as delivery, if incurred.
Promotions found on third-party websites will not be considered valid promotions and we will not hold any responsibility unless specified otherwise.
We reserve the right to cancel or finish a promotion at any given time unless specified otherwise for promotions or offers that have a starting and finishing date.
Products that are returned and form part of a promotion, will be proportionally refunded based on the final paid price of the product unless it is a free product or sample free of charge.Gifts and samples associated with promotions will be subject to availability. If an order has been placed and only afterward has the free sample not been dispatched, we will exchange the original sample for another one of the same value or higher.
Under no circumstances refunds will be processed for the full price of a gifted item.
If a product that comes with a free sample is returned, the free product shall also be returned as they are bonded in a single promotional package. Failure to return both the main item and free sample will result in a deduction of the sample's full price from the total monies returned to the customer.
The above terms regarding promotions, discounts and offers are to be applied at a general level unless or in addition to particular promotions as per following:
- Sampling Kit vouchers: this promotion is valid to all users who single buy (applicable to one unit only) our Sampling Kit for the first time via our website, additional terms apply*.