Terms and Conditions
Please review our Privacy Notice at https://shelfnow.co.uk/page/privacy-policy, which also governs your visit to our website, to understand our practices.
- ABOUT US
- COMPANY DETAILS
ShelfNow Limited (Company Number 11042412) (ShelfNow, we and us) is a company registered in England and Wales. Our registered office is at 124 Goswell Road, London, United Kingdom EC1V 7DP.
- CONTACT US
- COMPANY DETAILS
- HOW SHELFNOW WORKS
An individual or business who produce products that they wish to sell (“Producers”) list descriptions, specifications, allergen information and/or designs (“Product Descriptions”) of their product (“Product”), related pricing information (“Pricing”) and their preferences for the type of products and users they wish to trade with or for(“Preferences”) on our Site (“Producer’s Profile”). Based on this information the ShelfNow platform will:
- List details of the Product and Pricing for any registered users of the site who may wish to purchase the Product (“Buyers”) to view and purchase directly from the Producer;
- Allow Producers to introduce their Product and modify their Pricing for specific Buyers listed in the Site that they wish to initiate trade with;
- Invite Buyers that are not listed in the Site and with which the Producer already has a trading relationship or otherwise valid contact information. Buyers that are not listed in the Site will be sent an invitation by ShelfNow to join the Site and will be required to register as a Buyer before receiving any Product and Pricing information from the Producer.
Buyers list their location details (“Location”), and their Preferences on our Site (“Buyer’s Profile”). Based on this information the ShelfNow platform will:
- List certain Products and Pricing from registered Producers;
- Notify Buyers of time restricted product introductions (“Introduction”) from Producers and they are then free to accept, decline or simply let the Introduction expire. If an Introduction is accepted, the Buyer and Producer will have an opportunity to communicate with each other electronically through the ShelfNow platform in order to agree the final terms of the order in accordance with 4.3 below.
- PLACING AN ORDER
If the Product Description and Pricing listed by a Producer is accepted by the Buyer, the Buyer will complete a purchase transaction (the “Order”) within the ShelfNow platform. Once the Order is placed the Buyer will make payment for the Order in accordance with clause 6.
By placing the Order, the Producer and Buyer will have entered into a legal agreement with each other to supply the Order and to receive and pay for the Order in accordance with these Terms.
ShelfNow will maintain a record of each Order made through the Site. We will also generate an Order Invoice at the time of the Order and this Invoice is available to both the Producer and Buyer.
- TITLE AND RISK
Subject to the Buyer’s right to reject the Products in accordance with clause 12, and upon completed payment;
- title in the Products shall pass to the Buyer upon payment for the Order in accordance with clause 6 and clause 13 in the case of a deferred payment; and
- risk in the Products shall pass to the Buyer upon fulfilment of the Order in accordance with clause 11.
- OBLIGATIONS ON PRODUCERS AND BUYERS
- PRODUCERS OBLIGATIONS
Without limitation and in addition to any terms or rights which may be implied by statute or common law, the Producer warrants, represents and undertakes that:
- The Producer’s Profile and Product Descriptions on the Site are legal, accurate and complete and the Producer shall keep the same updated as necessary;
- The Producer shall obtain all necessary licenses, permissions and consents which may be required to use our Site, produce any Product and complete any Order;
- The terms of the Order are complete and accurate;
- All Products supplied in accordance with the Order conform in all respects to any description, design, specification, requirements, allergen information, health and safety standards and all other standards contained or referred to in the Producer’s Profile, Product Description and the Order;
- All Products supplied in accordance with the Order are supplied with all due skill and care and is of a high standard of quality;
- All Products supplied in accordance with the Order are fit for purpose for which the Products are usually used and for the particular purpose held out by the Producer or made known to the Producer;
- The Producer shall comply with the terms of the Order as agreed with the Buyer;
- The Producer is satisfied that a Buyer is a suitable customer for their Product;
- The Producer has the right to pass title in the Products and the Products are free from any charge, lien, encumbrance or other right in favour of any third party except in the case of a Deferred Payment from a Buyer in which case Clause 13 will apply.
- BUYERS OBLIGATIONS
Without limitation and in addition to any terms or rights which may be implied by statute or common law, the Buyer warrants, represents and undertakes that:
- The Buyer’s Profile and Location on the Site is legal, accurate and complete and the Buyer shall keep the same updated as necessary;
- The Buyer shall obtain all necessary licenses, permissions and consents which may be required to use our Site, complete any Order and use any Product;
- The terms of the Order are complete and accurate;
- The Buyer shall comply with the terms of the Order as agreed with the Producer; and
- The Buyer is satisfied that the Producer is a suitable Producer for their Location.
- THE BUYER’S BRAND
Where the Buyer is part of a trading group or consortium of buyers, the Buyer contracts for the purchase of Products in its own name, on its own behalf and for the benefit of all other members of such trading group or consortium of buyers each of whom may enforce the Order for their own benefit. The Producer accepts that the Buyer shall be entitled to recover all costs, expenses, damages, losses and liabilities which may be sustained by any member of the trading group or consortium of buyers which arise out of or in connection with the Order as if the same were incurred by the Buyer in the Buyer's own right.
- PRODUCERS OBLIGATIONS
- PAYMENT FROM BUYERS
Payment may be made:
- using a debit or credit card through our payment facility. We use a third party payment processor to process all payments made via the Site. Payment is pre-authorised in full at the time of agreeing the Order and then debited from your debit or credit card after a number of days as notified to you on the Site. ShelfNow provides a VAT invoice for each Order and notifies both Producer and Buyer of the payment status of each invoice.
- optionally, select Buyers may be given the opportunity to settle the Order on credit terms - either through a single payment on specified date in the future, or through installments. This arrangement is known as “Deferred Payment”. The terms of this Deferred Payment are provided in Clause 13. It should be noted that In the case of a Deferred Payment, Producers are still able to get paid on the same timescale as for Purchases which are settled as 6.1 above. Furthermore, subject to the terms and conditions in Clause 13, Producers are protected from the risk that the Buyer fails to settle the Deferred Payment when it falls due. We do this by acquiring the Producers’s right to receive payment from the Buyer (the “Claim”).
- PAYMENTS TO PRODUCERS
Regardless of whether the payment from Buyer is via card payment or a Deferred Payment, the payment (also termed “payout”) to Producers is made within 10 working days of an order being fulfilled (“the fulfilment”). Producers must notify ShelfNow of delivery within 1 day of the Order being fulfilled (“the fulfilment”) which includes details of the parcel tracking ID or other information in writing to ShelfNow sufficient to evidence the fulfilment. This can be done by updating the Order status via the ShelfNow website or by contacting firstname.lastname@example.org
The amount of payout to a Producer will be made net of ShelfNow fees. An invoice for ShelfNow fees will be generated for each Order and made available to the Producer immediately upon Order.
Payments to Producers may be adjusted in the case of Returns (Clause 14) or Order Changes (Clause 15).
Subject to your compliance with these Terms, ShelfNow may offer from time to time a referral program”) allowing you to earn benefits such as a discretionary fee paid to your nominated bank account (“Referral Fee”) or discounts to services or goods offered within the ShelfNow Site (“Referral Program”).
We will provide details and terms of any Referral Program at the time we offer it to you and you have no obligation to accept any Referral Program. We can change the requirements of the Referral Program and the Referral Fee at any time. The amount of the Referral Fee you will be entitled to, will be the amount that applies at the time you meet all requirements of the Referral Program. If you do not claim the Referral Fee within three months of becoming entitled to it, the Referral Fee will expire and you will lose all rights to it.
You may use the Referral Program by sharing a unique link (which we will provide) to invite specific Producers or Buyers to register with ShelfNow. Provided you meet the requirements (as in force at that time) more than once, you are entitled to a Referral Fee each time you meet such requirements. You must be a registered user of ShelfNow to use any of our Referral Programs. If you share your referral link on your website(s) or other social media where you do not know the recipient(s), your referrals will not be governed by or meet the requirements of our Referral Program.
- SHELFNOW FEES
ShelfNow charges Producers a commission on completed Orders derived on the platform. This commission is deducted from the payment collected from Buyers. Unless otherwise communicated in writing by us or noted on the ShelfNow website the commission that will apply is 15% of the Order value (net of VAT and shipping). ShelfNow commissions are subject to VAT as applicable based upon location of the Producer, and a ShelfNow commission invoice will be provided to Producers within the platform. We may offer additional services, fees for which will be communicated on the website or in writing to the Producer and/or Buyer.
- SERVICE CANCELLATION
ShelfNow may refuse to process an Order for any reason or refuse service to anyone at any time at our sole discretion. We will not be liable to you or any third party by reason of so refusing or by reason of unwinding or suspending any transaction after processing has begun.
Unless Producers have elected to use the fulfilled by ShelfNow service (Clause 12) then Producers are solely responsible for the safe and timely shipping of their Product to the Buyer to the stated delivery address and any delivery date specified in the Order, in accordance with the terms of the Order and in accordance with these Terms. Producers will be responsible for putting in place adequate insurance against risks normally borne by senders.
Producers must notify ShelfNow of fulfilment within 1 day of the Order being fulfilled (“the fulfilment”) which includes details of the parcel tracking ID or other information in writing to ShelfNow sufficient to evidence the fulfilment. This can be done by updating the Order status via the ShelfNow website or by contacting email@example.com We may from time to time recommend third party logistics companies to support shipping and fulfilment. However, any such recommendations are advisory only and the Producer is responsible for agreeing any necessary terms with logistics companies directly. We do not offer a delivery service and we do not warrant the safe delivery of any goods ordered on the Site.
Buyers are responsible for making arrangements at their stated delivery address to receive products from Producers. In the event that a Product is damaged, lost or otherwise adversely compromised during the delivery and receipt process your sole recourse is with the sender of the Product. If a Product is damaged, lost or otherwise adversely compromised the Buyer shall notify the Producer in writing within  days of the date the Products were delivered. The Producer shall (without prejudice to any other rights and remedies which the Buyer may have) remedy such delivery defects (whether by refund or replacement as the Buyer shall elect) as quickly as possible and without cost or significant inconvenience to the Buyer.
- FULFILLED BY SHELFNOW
Fulfilled by ShelfNow is an optional warehousing and delivery service which may be available to select Producers by mutual agreement. The terms and conditions of this service are available as a supplementary agreement titled fulfilment BY SHELFNOW - TERMS AND CONDITIONS which can be found at the foot of these terms and conditions, or otherwise by request.
- DEFERRED PAYMENT
When Buyers make purchases on ShelfNow, they may be given the optional opportunity to settle the purchase on credit terms - either through a single payment on specified date in the future, or through installments. This arrangement is known as “Deferred Payment”. We offer this service in partnership with our Deferred Payment provider, Hokodo. Should a Buyer wish to accept the option of a Deferred Payment, the following conditions will apply:
- By agreeing to Complete a Purchase using Deferred Payment, Buyers accept that they shall be bound by Hokodo’s Payment Terms at the date that the Order is completed. These payment terms are made available to Buyers during the Deferred Payment process, and the most recent Payment Terms are available on Hokodo’s website https://static.hokodo.co/shared/payment-terms-v1.8.pdf .
- Per Clause 11, Producers must notify ShelfNow of delivery within 1 day of the Order being fulfilled with the date of such notification being the “ Notification Date ”. On the Notification Date in relation to a Deferred Payment Purchase, Hokodo will acquire the Producer’s claim against the Buyer resulting from the Order (the “ Claim ”) subject to the terms and conditions set out in this Agreement.
- Subject to the Producer complying with the terms of this Agreement, we will bear the risk that the Buyer fails to settle a Claim when it falls due.
- On the Notification Date relative to a Claim, the Producer irrevocably assigns (with full title guarantee) to ShelfNow the right to assert the Claim against the Buyer. The Producer agrees that the assignment of the Claim to us shall transfer all its rights, title and interest in and to the Claim to us in respect of the goods or services supplied, including but not limited to: (a) restitution claims against the Buyer; (b) any securities related to the Claim such as any retention of title in the goods delivered; and (c) any other claims against third parties (such as trade credit insurance or shipping insurance).
- The assignment under Clause 13.2 above shall exclude any Claim that has been returned to the Producer by.
- The Producer irrevocably authorises us (or Hokodo as our assignee) to exercise any non-assignable rights in relation to the Claim, such as contractual rights, in its own name.
- The Producer warrants to us that the Producer is the sole legal and beneficial owner of the Claims offered for sale to us, and that the Claims offered for sale to us, including all ancillary rights, exist, are assignable, may be assigned by the Producer with full title guarantee, and are not subject to objections or other counter-rights of third parties and are free of any security, charge, lien or other encumbrance securing any obligation of any person or any other type of preferential arrangement (including without limitation, title transfer and retention arrangements) having similar effect (an “ Encumbrance ”). The Producer may not without our written consent enter into an agreement or arrangement with any third party regarding the purchase, pledging, or payment of Claims, nor any other arrangement which restricts the right to transfer the Claims with full title guarantee and free of Encumbrances. The Producer shall immediately inform us in writing if any third party asserts rights to a Claim.
- If for any reason any Claim or any of the claims and rights that the Producer holds in respect of the goods or services supplied or any part thereof cannot be duly assigned to us as contemplated but the Producer has purportedly assigned that Claim to us, then, with effect from the date on which such assignment was purportedly made, that Claim (or part thereof) shall, as between us and the Producer, be treated as if it had been validly and duly assigned to us and the Producer shall hold the same and all payments made by the Buyer in relation thereto on trust absolutely for us and all such amounts received by the Producer shall be applied as if that Claim had been validly and duly assigned.
- We have the right to return Claims to the Producer, and thereby the right to be refunded in the following situations:
- If the Buyer is a Consumer they may exercise a statutory right to cancel the contract and return the goods or services
- The Buyer refuses to settle the Claim due to a defect in the goods or services purchased, or a failure of the Producer to fulfil their obligations in an appropriate manner.
- The Buyer has the right to set off on account of a counterclaim against the Producer, or has the right to discounts or other deductions.
- The Producer has delivered the goods or services even though, prior to delivery, we or Hokodo have informed the Producer that there is a suspicion of fraud.
- The Producer has delivered the goods or services even though, prior to delivery: a) the Producer was aware that the Buyer was Insolvent; b) the Producer was aware that the Buyer was unlikely to be able to pay its debts when they fall due;or c) The Buyer had made another purchase from the Producer, using a payment method other than Deferred Payment, for which payment was overdue at the date of delivery (in whole or in part) by more than 45 days. Clause 9.5 a) and b) shall not apply to any circumstances which the Producer was not aware of prior to delivery. Clause 9.5 c) shall not apply to any prior overdue purchases which were completed using Deferred Payment and which we therefore already have knowledge of.
- The Producer delivers the goods to an address other than the one Accepted by us at the time of the respective Purchase or thereafter.
- The Producer has not complied with Hokodo’s from-time-to-time applicable Producer Protection Programme, further details of which are here https://static.hokodo.co/shared/Merchant_Supplier_Protection_Programme.pdf .
- The Buyer may be reasonably considered to share a financial interest with the Producer, including but not limited to, a company affiliated with the Producer, owners or employees of the Producer or their affiliated companies.
- The Claim concerns goods or services which provide the Buyer directly with forms of cash such as the provision of currency exchange, cheques, money orders; or the Claim concerns the provision of vouchers which are redeemable for cash, or which are redeemable without the Buyer physically receiving the vouchers.
- The Producer has agreed payment terms with the Buyer which deviate from those specified by us under the Deferred Payment arrangements, unless we had agreed to such deviation in writing.
- The Producer does not notify us of Fulfilment within 1 Working Day of the actual shipment of the goods.
- The Producer is in breach of the terms of this Agreement, including but not limited to, a failure to inform us about Order Changes as specified in Section B.
- The Producer is in breach of any applicable legal provisions or in violation of any third party claims, such as copyrights or trademarks, in relation to the supply of the goods or services giving rise to the Claim.
Food and perishable items sold between Producer and Buyer businesses on the ShelfNow platform are not returnable unless faulty. If the Buyer wishes to discuss a return, exchange or refund of any item please inform ShelfNow and contact the Producer directly using the messaging facility available on the Site for the specific Order within 15 days of the date the Products were delivered.
The Producer shall (without prejudice to any other rights and remedies which the Buyer may have) remedy such defects (whether by refund or replacement as the Buyer shall elect) as quickly as possible and without cost or significant inconvenience to the Buyer.
Should a return be agreed which creates an Order Change then Clause 15 will apply.
- ORDER CHANGES AND CANCELLATIONS
Sometimes it is necessary to make changes to an Order (“Order Changes”). This may happen, for example because certain stock is not available, or following a refund due to missing or damaged goods, or a return agreed in good faith between both parties. It is important that we are aware of all Order Changes so that we can ensure that the correct payment is taken from a Buyer and paid to a Producer.
Therefore, in the event of a cancellation the Producer must update the order status within the ShelfNow website or in the event of any other Order Change the Producer must write the details of the change to firstname.lastname@example.org.
Failure to do so may result in:
- an adjustment in payout due to the Producer to account for the changed order
- in the case of a Buyer with a Deferred Payment a refusal to purchase the Claim or exercising the right to return the Claim to the Producer.
If the Producer has already been paid in relation to that Order or acquired Claim, then any adjustment balance will be added to, or set off against, subsequent payments to the Producer or at the choice of ShelfNow an adjustment invoice will be sent to the Producer for the balance overpaid.
- EVENTS OUTSIDE OF EITHER PARTY’S CONTROL
Neither party will be liable or responsible for any failure to supply, delay in supply of or acceptance of an Order or any of their obligations under these Terms that are caused by any act or event beyond their reasonable control.
- YOUR MEMBERSHIP ACCOUNT
If you use the Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.
Our Site may only be accessed by individuals who are 18 years and above. By creating a profile through our Site, you warrant that you are at least 18 years old and can form legally binding contracts under applicable law. ShelfNow and its associates reserve the right to refuse service, terminate accounts, remove or edit content, restrict access, or cancel orders at their sole discretion.
We reserve the right to withdraw or amend access to the Site at any time. We shall not be liable to you for any losses, damages, costs or expenses arising from or in connection with any suspension or unavailability of the Site at any time or for any period.
We may be obliged to conduct customary Know Your Customer (“KYC”) checks on Producers and trade Buyer users and their ultimate beneficial owners prior to, and during the course of this Agreement. Such users shall be obliged to provide any information reasonably required by us for these purposes, and to keep us informed of any changes to this information.
For those Buyers and Producers who are benefitting from Deferred Payments we may also need to confirm the financial solvency on an ongoing basis. To facilitate this, the user may be required to provide us with financial information to support the ongoing use of the deferred payment facility.
You may cancel your membership account at any time by contacting ShelfNow who will ensure that all outstanding Order and payment obligations are fulfilled before removing your account from the Site. We welcome discussing the reinstatement of your account should you wish to rejoin ShelfNow.
- ELECTRONIC COMMUNICATIONS
When you visit the Site or send an e-mail to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail, SMS or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
All content included on this Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of ShelfNow or its content Producers and protected by international copyright laws. The compilation of all content on this Site is the exclusive property of ShelfNow, with copyright authorship for this collection by ShelfNow, and protected by international copyright laws.
ShelfNow trademarks and trade dress may not be used in connection with any product or service that is not ShelfNow, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits ShelfNow. All other trademarks not owned by ShelfNow or its subsidiaries that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by ShelfNow or its subsidiaries.
- INTELLECTUAL PROPERTY RIGHTS AND YOUR USAGE RIGHTS
ShelfNow is the owner or the licensee of all intellectual property rights in our Site, and in the material published on it. We own, or are the licensee to, all right, title and interest in and the Site, including all rights under patent, copyright, trade secret or trademark law, and any and all other proprietary rights, including all applications, renewals, extensions and restorations thereof.
ShelfNow is the owner of all aggregated and anonymised data we may derive in part or in full from any content in the Site and has the right to use this data for resale or other commercial uses.
We do not claim ownership rights in your content. If you post content or submit material, and unless we indicate otherwise, you grant us a perpetual, irrevocable, non-exclusive, royalty-free and fully sublicensable and transferable rights to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media.
- YOUR ACCESS TO SHELFNOW
ShelfNow grants you a limited license to access and make personal use of the Site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of ShelfNow. This license does not include any resale or commercial use of this Site or its contents: any collection and use of any product listings, descriptions, or prices: any derivative use of this Site or its contents: any downloading or copying of account information for the benefit of another merchant: or any use of data mining, robots, or similar data gathering and extraction tools. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of ShelfNow.
- LINKING TO AND FROM OUR SITE
You may link to our home page with our consent and provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link from any website that is not owned by you. Our Site must not be framed on any other site, nor may you create a link to any part of our Site other than the home page. We reserve the right to withdraw linking permission without notice.
Where our Site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them.
- REVIEWS, COMMENTS, EMAILS, AND OTHER MEMBER CONTENT
Users may post reviews, comments, and other content so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of content.
If you do post content or submit material, and unless we indicate otherwise, you grant ShelfNow and its associates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant ShelfNow and its associates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post: that the content is accurate: that use of the content you supply does not violate this policy and will not cause injury to any person or entity: and that you will indemnify ShelfNow or its associates for all claims resulting from content you supply.
ShelfNow reserves the right (but not the obligation) to remove or edit such content but does not regularly review posted content. ShelfNow takes no responsibility and assumes no liability for any content posted by you or any third party.
Your attention is particularly drawn to the provisions of clause 18 (Limitation of liability)
- DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
We do not make or accept any Orders, either in our own capacity or on behalf of either Buyers or Producers or any other party. Orders are agreed exclusively between Producers and Buyers. We are not a party to any Order agreement, or negotiation to any Order, and we do not fulfil any obligations derived from the contractual trading relationship between Buyers and Producers. We disclaim all liability arising from or related to any Order agreement to the fullest extent permitted by law. We do not give any undertaking regarding the quality of Products ordered from Producer.
This Site is provided by ShelfNow on an “as is” and “as available” basis. We make no representations or warranties of any kind, express or implied, as to the operation of this Site or the information, content, materials or products included on this Site. To the fullest extent permissible by applicable laws, we disclaim all warranties, express or implied from your use of this Site. We do not warrant that this Site, its servers, or e-mail and SMS sent from us are free of viruses or other harmful components. We will not be liable for any damages of any kind from using this Site.
We do not warrant or represent that any Buyer’s Profile, Producer’s Profile or Product Listings are accurate.
- FUTURE RESTRICTIONS
During the term of your Membership Account and by use of the Site to access our database of Buyers and Producers, the user, being a Producer or Buyer agrees that they shall not complete any future Orders or make/receive resulting payments outside of the Site with any Producer or Buyer with whom any contact has been initiated within the Site.
- APPLICABLE LAW
By visiting the Site, you agree that the laws of England and Wales, without regard to principles of conflict of laws, will govern these Terms and any dispute of any sort that might arise between you and us or our associates.
We will have no obligations in relation to any dispute arising between the contract entered into between the Producer and Buyer through the use of the Site. Any dispute relating in any way to your visit to our Site should be notified to us as soon as possible to email@example.com
Please note that should you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in the United Kingdom, and by accepting these Terms you consent to exclusive jurisdiction and venue in such courts.
- SITE POLICIES, MODIFICATION, AND SEVERABILITY
We reserve the right to make changes to our Site, policies, and these Terms at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.
FULFILMENT BY SHELFNOW - TERMS AND CONDITIONS
These Terms and Conditions consist of our SHELFNOW’S FULFILMENT TERMS AND CONDITIONS and THIRD-PARTY TERMS AND CONDITIONS as detailed below.
SHELFNOW FULFILMENT TERMS AND CONDITIONS
ShelfNow’s fulfilment service comprises the storage, pick and packing of products in accordance with Order request and Order delivery to a Buyer. In accordance with our third-party terms and conditions above, you the producer agree:
A. You will organise the delivery of your goods, through a logistics company of your choice, to our third party warehouse. ShelfNow will not be liable for any damage to or loss of any goods as a consequence of your product delivery to our third-party warehouse.
B. Any Orders received from outside of ShelfNow’s website (“Multi-channel Order”) and which are destined to be shipped outside of the UK will not be fulfilled by or be the responsibility of ShelfNow. You will be entirely responsible for arranging the delivery of such Orders.
C. When an Order is received from outside of ShelfNow’s website (“Multi-channel Order”) you must communicate all necessary information required to fulfil an order via email to Shelfnow. Multi-channel Orders will be processed within the next working day at earliest. The necessary information to process a Multi-channel Order needed includes product name, quantity and key delivery information comprising delivery date and addressee details.
D. Aside from the third party conditions provided below, ShelfNow may additionally use suitable parcel delivery companies to ship your products to a Buyer upon instruction from you or upon receipt of a qualifying order from the ShelfNow marketplace. The terms of this delivery will be limited to the standard terms and conditions of the parcel delivery company which includes their responsibilities for redress in the event of failed deliveries or lost parcels under their control. ShelfNow does not offer any additional warranties other than those provided by such parcel delivery companies.
THIRD PARTY TERMS AND CONDITIONS
ShelfNow’s Fulfilment services are operated by selected and experienced third parties. THIS AGREEMENT DESCRIBES THE TERMS UNDER WHICH THESE THIRD PARTIES OFFER YOU ACCESS TO SHELFNOW’s fulfilment SERVICES ONLY.
DEFINITIONS AND APPLICATION
In these conditions the following words shall have the following meanings:-
“Company” - the BIFA member trading under these conditions
“Consignee” - the Person to whom the goods are consigned
“Customer” - any Person at whose request or on whose behalf the Company undertakes any business or provides advice, information or services
“Direct Representative” - the Company acting in the name of and on behalf of the Customer and/or Owner with H.M. Revenue and Customs (“HMRC”) as defined by Article 18 of Regulation (EU) No. 952/2013 of the European Parliament and of the Council or as amended
“Goods” the cargo to which any business under these conditions relates “Person” natural person(s) or any body or bodies corporate “LMAA” the London Maritime Arbitrators Association
“SDR” are Special Drawing Rights as defined by the International Monetary Fund
“Transport Unit” packing case, pallets, container, trailer, tanker, or any other device used whatsoever for and in connection with the carriage of Goods by land, sea or air
“Owner” the Owner of the Goods or Transport Unit and any other Person who is or may become interested in them
Subject to sub-paragraph (B) below, all and any activities of the Company in the course of business, whether gratuitous or not, are undertaken subject to these conditions.
(B) If any legislation, to include regulations and directives, is compulsorily applicable to any business undertaken, these conditions shall, as regards such business, be read as subject to such legislation, and nothing in these conditions shall be construed as a surrender by the Company of any of its rights or immunities or as an increase of any of its responsibilities or liabilities under such legislation,and if any part of these conditions be repugnant to such legislation to any extent, such part shall as regards such business be overridden to that extent and no further.
3 The Customer warrants that he is either the Owner, or the authorised agent of the Owner and, also, that he is accepting these conditions not only for himself, but also as agent for and on behalf of the Owner.
4(A) Subject to clauses 11 and 12 below, the Company shall be entitled to procure any or all of the services as an agent, or, to provide those services as a principal.
(B) The Company reserves to itself full liberty as to the means, route and procedure to be followed in the performance of any service provided in the course of business undertaken subject to these conditions.
5 When the Company contracts as a principal for any services, it shall have full liberty to perform such services itself, or, to subcontract on any terms whatsoever, the whole or any part of such services.
6(A) When the Company acts as an agent on behalf of the Customer, the Company shall be entitled, and the Customer hereby expressly authorizes the Company, to enter into all and any contracts on behalf of the Customer as may be necessary or desirable to fulfil the Customer’s instructions, and whether such contracts are subject to the trading conditions of the parties with whom such contracts are made, or otherwise.
(B) The Company shall, within 14 days’ notice given by the Customer, provide evidence of any contract entered into as an agent for the Customer. Insofar as the Company may be in default of the obligation to provide such evidence, it shall be deemed to have contracted with the Customer as a principal for the performance of the Customer’s instructions.
7 In all and any dealings with HMRC for and on behalf of the Customer and/or Owner, the Company is deemed to be appointed, and acts as, Direct Representative only. 8(A) Subject to sub-clause (B) below, the Company:
(i) has a general lien on all Goods and documents relating to Goods in its possession, custody or control for all sums due at any time to the Company from the Customer and/or Owner on any account whatsoever, whether relating to Goods belonging to, or services provided by or on behalf of the Company to the Customer or Owner. Storage charges shall continue to accrue on any Goods detained under lien;
(ii) shall be entitled, on at least 21 days’ notice in writing to the Customer, to sell or dispose of or deal with such Goods or documents as agent for, and at the expense of, the Customer and apply the proceeds in or towards the payment of such sums;
(iii) shall, upon accounting to the Customer for any balance remaining after payment of any sum due to the Company, and for the cost of sale and/or disposal and/or dealing, be discharged of any liability whatsoever in respect of the Goods or documents.
(B) When the Goods are liable to perish or deteriorate, the Company’s right to sell or dispose of or deal with the Goods shall arise immediately upon any sum becoming due to the Company, subject only to the Company taking reasonable steps to bring to the Customer’s attention its intention to sell or dispose of the Goods before doing so.
9 The Company shall be entitled to retain and be paid all brokerages, commissions, allowances and other remunerations customarily retained by, or paid to, freight forwarders.
10(A) Should the Customer, Consignee or Owner of the Goods fail to take delivery at the appointed time and place when and where the company is entitled to deliver, the Company shall be entitled to store the Goods, or any part thereof, at the sole risk of the Customer or Consignee or Owner, whereupon the Company’s liability in respect of the Goods, or that part thereof, stored as aforesaid, shall wholly cease. The Company’s liability, if any, in relation to such storage, shall be governed by these conditions. All costs incurred by the Company as a result of the failure to take delivery shall be deemed as freight earned, and such costs shall, upon demand, be paid by the Customer.
(B) The Company shall be entitled at the expense of the Customer to dispose of or deal with (by sale or otherwise as may be reasonable in all the circumstances):-
(i) after at least 21 days’ notice in writing to the Customer, or (where the Customer cannot be traced and reasonable efforts have been made to contact any parties who may reasonably be supposed by the Company to have any interest in the Goods) without notice, any Goods which have been held by the Company for 60 days and which cannot be delivered as instructed; and
(ii) without prior notice, any Goods which have perished, deteriorated, or altered, or are in immediate prospect of doing so in a manner which has caused or may reasonably be expected to cause loss or damage to the Company, or third parties, or to contravene any applicable laws or regulations.
11(A) No insurance will be effected except pursuant to and in accordance with clearly stated instructions given in writing by the Customer and accepted in writing by the Company, and all insurances effected by the Company are subject to the usual exceptions and conditions of the policies of the insurers or underwriters taking the risk. Unless otherwise agreed in writing, the Company shall not be under any obligation to effect a separate insurance on the Goods, but may declare it on any open or general policy held by the Company.
(B) Insofar as the Company agrees to effect insurance, the Company acts solely as agent for the Customer, and the limits of liability under clause 26(A) of these conditions shall not apply to the Company’s obligations under clause 11.
12(A) Except under special arrangements previously made in writing by an officer of the Company so authorised, or made pursuant to or under the terms of a printed document signed by the Company, any instructions relating to the delivery or release of the Goods in specified circumstances (such as, but not limited to, against payment or against surrender of a particular document) are accepted by the Company, where the Company has to engage third parties to effect compliance with the instructions, only as agents for the Customer.
(B) Despite the acceptance by the Company of instructions from the Customer to collect freight, duties, charges, dues, or other expenses from the Consignee, or any other Person, on receipt of evidence of proper demand by the Company, and, in the absence of evidence of payment (for whatever reason) by such Consignee, or other Person, the Customer shall remain responsible for such freight, duties, charges, dues, or other expenses.
(C) The Company shall not be under any liability in respect of such arrangements as are referred to under sub-clause (A) and (B) hereof save where such arrangements are made in writing, and in any event, the Company’s liability in respect of the performance of, or arranging the performance of, such instructions shall not exceed the limits set out in clause 26(A) (ii) of these conditions.
13 Advice and information, in whatever form it may be given, is provided by the Company for the Customer only. The Customer shall indemnify the Company against all loss and damage suffered as a consequence of passing such advice or information on to any third party.
14 Without prior agreement in writing by an officer of the Company so authorised, the Company will not accept or deal with Goods that require special handling regarding carriage, handling, or security whether owing to their thief attractive nature or otherwise including, but not limited to bullion, currency, securities, precious stones,jewellery, valuables, antiques, pictures, human remains, living creatures, plants. Should any Customer nevertheless deliver any such goods to the Company, or cause the Company to handle or deal with any such goods, otherwise than under such prior agreement, the Company shall have no liability whatsoever for or in connection with the goods, howsoever arising.
15 Except pursuant to instructions previously received in writing and accepted in writing by the Company, the Company will not accept or deal with Goods of a dangerous or damaging nature, nor with Goods likely to harbour or encourage vermin or other pests, nor with Goods liable to taint or affect other Goods. If such Goods are accepted pursuant to a special arrangement, but, thereafter, and in the opinion of the Company, constitute a risk to other goods, property, life or health, the Company shall, where reasonably practicable, contact the Customer in order to require him to remove or otherwise deal with the goods, but reserves the right, in any event, to do so at the expense of the Customer.
16 Where there is a choice of rates according to the extent or degree of the liability assumed by the Company and/or third parties, no declaration of value will be made and/or treated as having been made except under special arrangements previously made in writing by an officer of the Company so authorised as referred to in clause 26(D).
17 The Customer warrants:
(A) (i) that the following (furnished by on or behalf of the Customer) are full and accurate: the description and particulars of any Goods; any information furnished (including but not limited to, the nature, gross weight, gross mass (including the verified actual gross mass of any container packed with packages and cargo items), and measurements of any Goods); and the description and particulars of any services required by or on behalf of the Customer are full and accurate, and
(ii) that any Transport Unit and/or equipment supplied by the Customer in relation to the performance of any requested service is fit for purpose;
(B) that all Goods have been properly and sufficiently prepared, packed, stowed, labelled and/or marked, and that the preparation, packing, stowage, labelling and marking are appropriate to any operations or transactions affecting the Goods and the characteristics of the Goods.
(C) that where the Company receives the Goods from the Customer already stowed in or on a Transport Unit, the Transport Unit is in good condition, and is suitable for the carriage to the intended destination of the Goods loaded therein, or thereon;
(D) that where the Company provides the Transport Unit, on loading by the Customer, the Transport Unit is in good condition, and is suitable for the carriage to the intended destination of the Goods loaded therein, or thereon.
18 Without prejudice to any rights under clause 15, where the Customer delivers to the Company, or causes the Company to deal with or handle Goods of a dangerous or damaging nature, or Goods likely to harbour or encourage vermin or other pests, or Goods liable to taint or affect other goods, whether declared to the Company or not, he shall be liable for all loss or damage arising in connection with such Goods, and shall indemnify the Company against all penalties, claims, damages, costs and expenses whatsoever arising in connection therewith, and the Goods may be dealt with in such manner as the Company, or any other person in whose custody they may be at any relevant time, shall think fit.
19 The Customer undertakes that no claim shall be made against any director, servant, or employee of the Company which imposes, or attempts to impose, upon them any liability in connection with any services which are the subject of these conditions, and, if any such claim should nevertheless be made, to indemnify the Company against all consequences thereof.
20 The Customer shall save harmless and keep the Company indemnified from and against
(A) all liability, loss, damage, costs and expenses whatsoever (including, without prejudice to the generality of the foregoing, all duties, taxes, imposts, levies, deposits and outlays of whatsoever nature levied by any authority in relation to the Goods) arising out of the Company acting in accordance with the Customer’s instructions, or arising from any breach by the Customer of any warranty contained in these conditions, or from the negligence of the Customer;
(B) without derogation from sub-clause (A) above, any liability assumed, or incurred by the Company when, by reason of carrying out the Customer’s instructions, the Company has become liable to any other party;
(C) all claims, costs and demands whatsoever and by whomsoever made or preferred, in excess of the liability of the Company under the terms of these conditions, regardless of whether such claims, costs, and/or demands arise from, or in connection with, the breach of contract, negligence or breach of duty of the Company, its servants, sub-contractors or agents;
(D) any claims of a general average nature which may be made on the Company.
21(A) The punctual receipt in full of sums falling due from the Customer to the Company is critical to the operation of the Company’s business and its performance of its obligations to the Customer. Accordingly the Customer shall pay to the Company in cash, or as otherwise agreed, all sums when due, immediately and without reduction or deferment on account of any claim, counterclaim or set-off. Time is of the essence of payment of all and any sums payable by the Customer to the Company.
(B) In the event of any failure by the Customer to make full and punctual payment of any sum payable to the Company (in accordance with clause 21(A) above):
(i) Any and all other sums properly earned by and/or otherwise due to the Company (but which, but for this clause 21(B), would otherwise not yet be payable by the Customer, whether by virtue of an agreed credit period or otherwise) shall become immediately payable in full; and
(ii )Any sum thereby becoming immediately payable shall be paid to the Company in cash, or as otherwise agreed, and without reduction or deferment on account of any claim, counterclaim or set-off.
(C) No omission to seek compensation for breach of 21(A) and (B) above by the Company shall constitute a waiver or release to the Customer from any liability under 21(A) and (B) above during the application of these terms unless agreed in writing by authorised officers of the Company and Customer.
(D) The Late Payment of Commercial Debts (Interest) Act 1998, as amended, shall apply to all sums due from the Customer.
22 Where liability arises in respect of claims of a general average nature in connection with the Goods, the Customer shall promptly provide security to the Company, or to any other party designated by the Company, in a form acceptable to the Company.
LIABILITY AND LIMITATION
23 The Company shall perform its duties with a reasonable degree of care, diligence, skill and judgment.
24 The Company shall be relieved of liability for any loss or damage if, and to the extent that, such loss or damage is caused by:
(A) strike, lock-out, stoppage or restraint of labour, the consequences of which the Company is unable to avoid by the exercise of reasonable diligence; or (B) any cause or event which the Company is unable to avoid, and the consequences of which the company is unable to prevent by the exercise of reasonable diligence.
25 Except under special arrangements previously made in writing by an officer of the Company so authorised, the Company accepts no responsibility with regard to any failure to adhere to agreed departure or arrival dates of Goods.
26(A) Subject to clause 2(B) and 11(B) above and sub-clause (D) below, the Company’s liability howsoever arising and, notwithstanding that the cause of loss or damage be unexplained, shall not exceed:
(i) in the case of claims for loss or damage to Goods:
(a) the value of any loss or damage; or
(b) a sum at the rate of 2 SDR per kilo of the gross weight of any Goods lost or damaged
whichever shall be the lesser.
(ii) subject to (iii) below, in the case of all other claims:
(a) the value of the subject Goods of the relevant transaction between the Company and its Customer; or
(b) where the weight can be defined, a sum calculated at the rate of 2 SDR per kilo of the gross weight of the subject Goods of the said transaction; or (c) 75,000 SDR in respect of any one transaction
whichever shall be the lesser.
(iii) in the case of an error and/or omission, or a series of errors and/or omissions which are repetitions of or represent the continuation of an original error and/or omission: (a) the loss incurred; or
(b) 75,000 SDR in the aggregate of any one trading year commencing from the time of the making of the original error and/or omission, whichever shall be the lesser.
For the purposes of clause 26(A), the value of the Goods shall be their value when they were, or should have been, shipped. The value of SDR shall be calculated as at the date when the claim is received by the Company in writing.
(B) Subject to clause 2(B) above and sub-clause (D) below, the Company’s liability for loss or damage as a result of failure to deliver, or arrange delivery of goods, in a reasonable time, or (where there is a special arrangement under Clause 25) to adhere to agreed departure or arrival dates, shall not in any circumstances whatever exceed a sum equal to twice the amount of the Company’s charges in respect of the relevant contract.
(C) Save in respect of such loss or damage as is referred to at sub-clause (B), and subject to clause 2(B) above and sub-clause (D) below, the Company shall not in any circumstances whatsoever be liable for indirect or consequential loss such as (but not limited to) loss of profit, loss of market, or the consequences of delay or deviation, however caused.
(D) On clearly stated instructions in writing declaring the commodity and its value, received from the Customer and accepted by the Company, the Company may accept liability in excess of the limits set out in sub-clauses (A) to (C) above upon the Customer agreeing to pay the Company’s additional charges for accepting such increased liability. Details of the Company’s additional charges will be provided upon request.
27(A) Any claim by the Customer against the Company arising in respect of any service provided for the Customer, or which the Company has undertaken to provide, shall be made in writing and notified to the Company within 14 days of the date upon which the Customer became, or ought reasonably to have become, aware of any event or occurrence alleged to give rise to such claim, and any claim not made and notified as aforesaid shall be deemed to be waived and absolutely barred, except where the Customer can show that it was impossible for him to comply with this time limit, and that he has made the claim as soon as it was reasonably possible for him to do so.
(B) Notwithstanding the provisions of sub-paragraph (A) above, the Company shall in any event be discharged of all liability whatsoever and howsoever arising in respect of any service provided for the Customer, or which the Company has undertaken to provide, unless suit be brought and written notice thereof given to the Company within nine months from the date of the event or occurrence alleged to give rise to a cause of action against the Company.
JURISDICTION AND LAW
28 (A)These conditions and any act or contract to which they apply shall be governed by English law.
(B) Any dispute arising out of any act or contract to which these Conditions apply shall, save as provided in (C) below, be subject to the exclusive jurisdiction of the English courts.
(C) Notwithstanding (B) above, the Company is entitled to require any dispute to be determined by arbitration.
(D) The Company may exercise its rights under (C) above either by itself commencing arbitration in respect of a dispute or by giving written notice to the Customer requiring a dispute to be determined by arbitration.
(E) In the event that the Company exercises its rights under (C) above, the corresponding arbitration shall be conducted as follows:
(i) Where the amount claimed by the claimant is less than £400,000, excluding interest, (or such other sum as the Company and Customer may agree, and subject to (iii) below), the reference shall be to a tribunal of three arbitrators and the arbitration shall be conducted in accordance with the LMAA Intermediate Claims Procedure applicable at the date of the commencement of the arbitration proceedings;
(ii) Where the amount claimed by the claimant is less than £100,000, excluding interest, (or such other sum as the Company and Customer may agree, and subject to (iii) below), the reference shall be to a sole arbitrator and the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure applicable at the date of the commencement of the arbitration proceedings;
(iii) In any case where neither of the LMAA Procedures referred to in (i) and/or (ii) above applies, the reference shall be to three arbitrators in accordance with the LMAA Terms applicable at the date of the commencement of the arbitration proceedings.