TERMS & CONDITION FOR BUYER

The Buyer’s attention is particularly drawn to the provisions of clause 8

1. Interpretation

1.1 Definitions.  In these Conditions, the following definitions apply:

Application:  the Buyer’s registration for Services set out in the then current version of the online form provided on the Website for such purpose by Galloi Inc from time to time, and which forms part of the Contract.

Buyer:  the person or firm who registers as a Buyer with Galloi Inc on and subject to these Conditions.

Buyer Information:  information, contact details, data, photographs or content provided by the Buyer in any medium (regardless of whether or not such information is owned by the Buyer) given by the Buyer or on its behalf to Galloi Inc for use or publication on the Website or within the Buyer Profile, or in Galloi Inc’s publicity and promotional material.

Commencement Date:  has the meaning set out in clause 2.3.

Conditions:  these terms and conditions as amended from time to time in accordance with clause 11.8.

Contract:  the contract between Galloi Inc and the Buyer for the supply of Services in accordance with these Conditions.  The Contract includes the Application, as may be amended from time to time.

Galloi Inc: Galloi Inc Limited incorporated and registered in England and Wales with company number 08358439 whose registered office address is at 35 Kenbury Drive, Slough, Berkshire SL1 5FX.

Intellectual Property Rights:  all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Membership Fee: the fee payable by the Buyer to Galloi Inc as set out in clause 5 below.

Policies:  Galloi Inc’s policies in relation to use of the Website generally, as notified to the Buyer or as posted on the Website from time to time.

Products:  the agricultural products, plant and animal oils, textiles, food, beverages, green and organic products and/or processing equipment that the Buyer wishes to purchase through the Website from a third party Seller.  Galloi Inc is not the owner or seller of any Products offered for sale on the Website.

Purchase:  the purchase of a Product from a Seller by a Buyer via the Website.

Purchase Contract:  the contract for the purchase of a Product entered into between the Buyer and a Seller to give effect to a Purchase, on and subject to the Purchase Terms.  Galloi Inc is not a party to the Purchase Contract for any purpose whatsoever, and is not the owner or seller of any Product.

Purchase Terms:  the terms and conditions applying to a Purchase Contract between a Seller and the Buyer (such terms being privately agreed between the Seller and the Buyer).  Galloi Inc is not a party to the Purchase Terms for any purpose whatsoever.

Seller:  any person, firm, company or other business legal entity which offers a Product for sale via the Website.  The Buyer acknowledges that the Seller is a third party not connected with Galloi Inc, and that any Purchase Contract is concluded with that Seller, and Galloi Inc is not a party to a Purchase Contract for any purpose whatsoever.

Services:  the services supplied by Galloi Inc to the Buyer as set out in the Schedule.

Viruses:  any computer virus, macro virus, Trojan horse, worm or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or network or to intercept or access without authority or expropriate any system, information or data.

Website:  the Galloi Inc website located at www.galloi.com, or such other worldwide web address as Galloi Inc shall from time to time designate.  The Website offers an online marketplace for the business-to-business promotion and sale of agricultural products, plant and animal oils, textiles, food, beverages, green and organic products and processing equipment by Sellers.

1.1 Construction.  In these Conditions, the following rules apply:

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b) a reference to a party includes its personal representatives, successors or permitted assigns;

(c)  a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted.  A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(e) a reference to writing or written includes faxes and emails.

2. Basis of Contract and Term

2.1 The Application constitutes an application by the Buyer to Galloi Inc to register on the Website, upon and subject to these Conditions.  Galloi Inc reserves the right to accept or decline any Application in its sole discretion.  The Buyer submits its Application and accepts these Conditions by checking the “I agree” box on the relevant page of the Website.

2.2 Galloi Inc only accepts Applications from the countries listed from time to time on the Website at [INSERT RELEVANT PAGE].  Galloi Inc reserves the right to amend this list at its sole discretion and without notice, and in the event that Galloi Inc removes a country from the list, Galloi Inc will also be entitled to reject any Applications from that country without any liability.

2.3 The Application shall only be deemed to be accepted when Galloi Inc issues written acceptance of the Application by email at which point and on which date the Contract shall come into existence (Commencement Date) and Galloi Inc will provide the Buyer with a username and password to enable the Buyer to access the appropriate areas of the Website.

2.4  The Contract shall continue in force unless and until such time as the Contract is terminated by either party in accordance with clause 9.

2.5  The Contract constitutes the entire agreement between the parties.  The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Galloi Inc which is not set out in the Contract.  Nothing in this clause shall limit or exclude any liability for fraud.

2.6  Any samples, drawings, descriptive matter or advertising issued by Galloi Inc, and any descriptions or illustrations contained in Galloi Inc’s catalogues, brochures or the Website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them.  They shall not form part of the Contract or have any contractual force.

2.7  Subject to any amendment brought into effect by clause 2.8, these Conditions apply  to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.8 Galloi Inc shall be entitled to amend from time to time the Application, the Conditions, the Membership Fee and the Policies or all or any of them, by notifying the Buyer by email or otherwise in accordance with clause 11.3.  The Buyer acknowledges that it is the Buyer’s responsibility to check the Website on a regular basis to make and keep itself aware and notified of any changes made by Galloi Inc to the Application, the Conditions, the Membership Fee and the Policies, or all or any of them.

3. The Website

3.1 Following acceptance of the Buyer’s Application, and subject to receipt of the Buyer Information to Galloi Inc’s reasonable satisfaction, Galloi Inc agrees to register Buyer on the Website and the Buyer consents to Galloi Inc using the Buyer Information for this purpose.  Registration will allow the Buyer to search for Products, to negotiate a Purchase with a Seller via the Website, and if a Purchase Contract is concluded with a Seller, to make payment of the agreed price for the Products via the Website using PayPal.  Galloi Inc cannot guarantee that any purchase will be concluded as a result of the Buyer registering on and making use of the Website, and makes no representations or warranties to the Buyer in this respect.

3.2 By using the Website the Buyer agrees to be bound by the website terms of use http://galloi.com/Terms-of-use/ acceptable use policy http://galloi.com/acceptable-use-policy/and privacy policy http://galloi.com/privacy-policy/in force from time to time, a current copy of each of which can be found on the Website.

3.3  Galloi Inc shall use reasonable endeavours to restore the Service as soon as reasonably practicable following the occurrence of any fault or failure.  The Buyer acknowledges that the transmission of information via the internet is not completely secure, that there is always a risk that communications by electronic means may not reach their intended destination, either on time or at all, and that it is not technically possible for Galloi Inc to guarantee the availability of the Service, or to provide the Service entirely free of fault, at all times.

3.4 Galloi Inc shall use all reasonable endeavours to meet any performance dates set out in the Schedule or elsewhere, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.5 Galloi Inc shall have the right to make any changes to the Website and/or the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Website or the Services, and Galloi Inc shall be under no obligation to notify the Buyer in any such event.

4. Buyer’s Obligations

4.1 Without prejudice to the Buyer’s obligations to comply with the Contract generally, the Buyer warrants that:

(a) the details provided in the Application are complete, accurate and up to date;

(b) all Buyer Information provided to Galloi Inc, and all information provided by the Buyer or on the Buyer’s behalf to Sellers and other third parties via the Website is true, accurate, current and complete;

(c) the Buyer is the sole legal and beneficial owner of the Buyer Information (or has the legal owner’s written consent to the use of the Buyer Information for the purposes of the Contract);

(d) the Buyer does not use any brand name or trade mark it does not own in connection with the Website, whether by implication or actual use, without the prior written consent of the owner thereof, which the Buyer shall produce to Galloi Inc on demand;

(e) the Buyer is resident in one of the countries listed on the Website from time to time at [INSERT RELEVANT PAGE], and is accessing the Website from that location;

(f)  neither the Buyer Information nor the Buyer’s activities or use of the Website (as appropriate) will:

(i)  be false, inaccurate or misleading (whether intentionally or not);

(ii) be offensive, indecent, obscene, pornographic, menacing, abusive, defamatory or in poor taste;

(iii) be in breach of copyright, confidence, privacy or any other rights and will not infringe any third party’s Intellectual Property Rights, or other proprietary rights or rights of publicity or privacy;

(iv) be fraudulent or involve the acquisition of counterfeit or stolen items;

(v) be likely to deceive any person;

(vi)  be in breach of any applicable laws or regulations (including, but not limited to, laws or regulations governing VAT or any other taxation, data protection, export control, or import requirements);

(vii)  adversely affect the reputation of Galloi Inc, the Galloi Inc brand, or the Website;

(viii) create, or be likely to create, liability for Galloi Inc or cause Galloi Inc to lose (in whole or in part) the services of its internet service provider or other suppliers;

(ix) contain any Viruses; or

(x) cause the Website or its functionality to be interrupted, damaged or impaired in any way.

4.2 The Buyer shall:

(a) be responsible for arranging access to the internet (at its own expense), including such computer and internet connection equipment as may be required;

(b) ensure that all computers (including both hardware and software) used to access and interoperate with the Website are free of Viruses and have installed on them up-to-date operating systems (including any updates thereto), web browsers, and firewall and Virus protection software;

(c)  ensure that all communications and information sent electronically to Galloi Inc (regardless of the medium of delivery) and the Website are free of Viruses;

(d) promptly notify Galloi Inc of any changes to the Buyer Information;

(e) co-operate with the reasonable requirements of Galloi Inc in all matters relating to the negotiation and conclusion of a Purchase via the Website;

(f)  not use Galloi Inc’s name, trading name(s), trade mark(s), logo or branding for any purpose and in any medium without first obtaining Galloi Inc’s express prior written consent, which Galloi Inc may in its sole discretion give or refuse;

(g) make prompt payment using PayPal via the Website of the agreed purchase price of any Product in relation to which a Purchase Contract has been concluded with a Seller, and of the relevant Membership Fee;

(h) be solely responsible for ensuring that any Products it purchases from a Seller via the Website are suitable for the Buyer’s requirements and otherwise fit for purpose in all respects, and that the Purchase Terms are acceptable to the Buyer.  The Buyer acknowledges that Galloi Inc is not a party to any Purchase Contract and accepts no liability in relation thereto, and that Galloi Inc is not the owner or seller of any Products offered for sale on the Website and accordingly accepts no liability in relation to any Products which are the subject of a Purchase Contract.

4.2 If Galloi Inc’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):

(a) Galloi Inc shall without limiting its other rights or remedies have the right to suspend performance of the Contract until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays Galloi Inc’s performance of any of its obligations;

(b)  Galloi Inc shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from Galloi Inc’s failure or delay to perform any of its obligations as set out in this clause 4.3; and

(c) the Buyer shall reimburse Galloi Inc on written demand for any costs or losses sustained or incurred by Galloi Inc arising directly or indirectly from the Buyer Default.

4.3 The Buyer further acknowledges and agrees that:

(a)  Galloi Inc has sole and complete discretion as to the look, feel and content of the Website, as well as in respect of the inclusion, omission, positioning, location and all other aspects of presentation of the Buyer Information, and the right in its sole discretion to remove any Buyer Information from the Website at any time;

(b) Galloi Inc may terminate a Contract with the Buyer if, in Galloi Inc’s sole discretion, the Buyer’s eligibility to be registered on the Website changes at any time following acceptance of the Application, including without limitation if the Buyer’s country is removed from the list referred to in clause 2.2;

(c)  Galloi Inc shall not be obliged to refund any money paid by the Buyer in relation to a Purchase under any circumstances.  The Buyer must contact the Seller direct in relation to any such matters;

(d) Galloi Inc has no responsibility whatsoever for the performance of any Purchase Contract, and is not a party to any such contract, which is solely between the Buyer and the Seller.  Galloi Inc will not accept any involvement in disputes between the Buyer and any Seller regarding the Purchase Contract, the Purchase Terms or any Product;

(e)  Galloi Inc will use the Buyer Information and any other personal data of which the Buyer is the data subject for the purposes referred to in these Conditions, and as set out in Galloi Inc’s privacy policy http://galloi.com/privacy-policy/ from time to time, which can be found on the Website.  The Buyer consents to Galloi Inc using the Buyer Information and any personal data relating to the Buyer in this way;

(f)  Payment due in respect of a Purchase shall be made directly by a Buyer to the Seller via PayPal on the Website;

(g) Galloi Inc does not warrant the reliability of email communications, which may not be delivered in a timely fashion or at all.

5. Payment and Membership Fee

5.1 The agreed purchase price for the Products (plus VAT where applicable) (the Purchase Price) shall be payable to the Seller via PayPal on the Website in accordance with the Purchase Terms.

5.2 The Buyer acknowledges and agrees that Galloi Inc will not be obliged to refund all or any part of the Purchase Price to the Buyer under any circumstances, since Galloi Inc is not a party to the Purchase Contract and merely provides an online platform whereby the Buyer can negotiate a Purchase with the Seller, and make payment of the Purchase Price to the Seller.  The Buyer must raise any such issues directly with the Seller.

5.3For the initial period of six months from the Commencement Date, no Membership Fee is payable by the Buyer.  Thereafter, the Buyer will pay an annual Membership Fee to Galloi Inc of:

(a) £35 per annum where the Buyer has selected Basic Membership (as described on the Website from time to time); or

(b) £60 per annum where the Buyer has selected Premium Membership (as described on the Website from time to time).

The Buyer shall pay the Membership Fee to Galloi Inc in advance on the date which is six months after the Commencement Date, and on the same date annually thereafter, such payments to be made direct to Galloi Inc by PayPal or by credit or debit card via the Website.  The Membership Fee is subject to change by Galloi Inc from time to time in accordance with clause 2.8.

5.4 The Membership Fee shall not be refunded to the Buyer in any circumstances, except in the event that Galloi Inc removes a Product category from the Website.  In this situation only, Galloi Inc shall refund the Membership Fee to the Buyer on a pro rata basis, and shall pay the unexpired portion of the one-year period to which the Membership Fee relates to the Buyer via PayPal, or in such other manner as Galloi Inc shall direct.

6. Intellectual Property Rights

6.1 All Intellectual Property Rights in or arising out of or in connection with the Website and the Services (either now or in the future) are the sole and absolute property of Galloi Inc or its licensors, as appropriate.

6.2 The Buyer hereby grants to Galloi Inc a non-exclusive, perpetual and irrevocable worldwide licence to include the Buyer Information in the Buyer Profile and to use such Buyer Information in its own editorial content or promotional materials in any medium, including on the Website.

6.3 The Buyer acknowledges that, in respect of any third party Intellectual Property Rights in Buyer Information provided for use by Galloi Inc on the Website or otherwise in connection with the Services (including text, data, photographs and other materials), Galloi Inc’s use of any such Intellectual Property Rights requires the Buyer to have first obtained a written licence from the relevant licensor on such terms as will either entitle the Buyer to license such rights to the Galloi Inc or grant such rights direct to Galloi Inc.  The Buyer warrants that it has obtained any and all such licences and shall provide copies of them to Galloi Inc on demand.

6.4  The Buyer shall indemnify Galloi Inc against all costs, claims, damages, losses and expenses arising as a result of any claim or action that the Buyer Information infringes Intellectual Property Rights belonging to a third party (IP Claim).

6.5 In the event of an IP Claim,

(a) Galloi Inc shall promptly notify the Buyer in writing of the claim or action;

(b) Galloi Inc shall make no admission or settlement without the Buyer’s prior written consent;

(c)  Galloi Inc shall (subject to the Buyer’s reimbursement of its costs (including legal costs) and expenses) give the Buyer all the information and assistance that the Buyer may reasonably require; and

Galloi Inc shall allow the Buyer complete control over any negotiations, litigation and settlement of any such claim or action

7. Confidentiality

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 7 shall survive termination of the Contract.

8. Limitation of liability: THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

8.1 Nothing in these Conditions shall limit or exclude Galloi Inc’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation; or

(c)  any other matter which it is not by law entitled to exclude.

8.2            Subject to clause 8.1:

(a)  Galloi Inc shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract, the Products, the Purchase Terms or any Purchase Contract, and the Buyer acknowledges that this is reasonable because Galloi Inc is not a party to the Purchase Contract and is not the owner or seller of the Products; and

(b)  Galloi Inc’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £500.

8.3  Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

8.4This clause 8 shall survive termination of the Contract.

9. Termination

9.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing of the breach;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c)  the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) the other party (being an individual) is the subject of a bankruptcy petition or order;

(f)  a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

(h) a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(i)  a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j)  any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1(b) to clause 9.1(i) (inclusive);

(k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

(l)  the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

9.2 Without limiting its other rights or remedies, Galloi Inc may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under this Contract on the due date for payment.

9.3  Without limiting its other rights or remedies, each party shall have the right to terminate the Contract immediately by giving the other party written notice.

9.4 Without limiting its other rights or remedies, Galloi Inc shall have the right to suspend provision of the Services under the Contract or any other contract between the Buyer and Galloi Inc if the Buyer becomes subject to any of the events listed in clause 9.1(b)) to clause 9.1(l), or Galloi Inc reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.

10. Consequences of Termination

On termination of the Contract for any reason:

(a) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

(b) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

11. General

11.1 Force majeure:

(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Galloi Inc including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Galloi Inc or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

(b) Galloi Inc shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

(c) If the Force Majeure Event prevents Galloi Inc from providing any of the Services for more than two weeks, Galloi Inc shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.

11.2 Assignment and subcontracting:

(a) Galloi Inc may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

(b) The Buyer shall not, without the prior written consent of Galloi Inc, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

11.3 Written communications and notices:

(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing.  When using the Website, the Buyer agrees that communications with Galloi Inc will be mainly electronic and that Galloi Inc will contact the Buyer by email or provide the Buyer with information by posting notices on the Website.  For contractual purposes the Buyer agrees to this electronic means of communication and acknowledges that all notices, information and other communications that Galloi Inc provides to the Buyer electronically comply with any legal requirement that such communications be in writing.

(b) All notices given by the Buyer to Galloi Inc shall be sent to inquiries@galloi.com.  Galloi Inc may give notice to the Buyer either at the email or postal address provided in the Application or in any of the ways specified in clause 11.  Notice will be deemed received and properly served immediately when posted on the Website, 24 hours after an email is sent, or three days after the date on which a letter is posted.  In proving the service of a notice, it shall be sufficient to prove, in the case of a posting on the Website, a screen print of the relevant webpage with a date stamp, in the case of an email, that the email was sent to the specified email address of the relevant party, and in the case of a letter, that such letter was properly addressed, stamped and placed in the post.

11.4 Waiver:

(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

11.5 Severance:

(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

11.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

11.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

11.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Galloi Inc.

11.9 Governing law and jurisdiction:  This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

Schedule – Services

Online marketplace

The Website offers an online business-to-business marketplace for agricultural products, plant and animal oils, textiles, food, beverages, green and organic products and processing equipment, providing the Buyer with the opportunity to search for and purchase Products online via the Website from third party sellers.

The Website offers the functionality for Buyers and Sellers to negotiate the Purchase Price for the Products online, and when a Purchase is concluded, the Buyer pays the Seller for the Products through the Website via PayPal.  Where the Seller negotiates a lower Purchase Price for the Products than the one shown on the Website, an online discount code reflecting the reduction will be generated for the Buyer to use when purchasing the Products from the Seller via the Website.

Galloi Inc is not a party to the Purchase Contract in respect of the Products, which is a private contractual matter between Buyer and Seller.

The Seller will retain ownership of the Products sold via the Website until ownership passes on the basis of the Purchase Terms, when ownership passes directly to the Buyer.  Galloi Inc will not own or have possession of the Products at any point in the sale process.

The Buyer is responsible for making any arrangements as to delivery and insurance during transit of the Products direct with the Seller, and for ensuring that the Products meet the Buyer’s requirements and are in all other respects in accordance with the Purchase Terms.  All aspects of after-sale customer service will be the sole responsibility of the Seller.

The e-commerce platform will be managed by Galloi Inc.

Buyer Profile

The Buyer will be given a Buyer Profile on the Website, incorporating details of the Buyer.

The Buyer is responsible for reviewing on a regular basis the Buyer Information as displayed on the Buyer Profile and elsewhere on the Website, and must notify the Buyer immediately in the event that any changes are required.

If the Buyer itself uploads any information to the Buyer Profile or the Website, then it does so upon and subject to these Conditions (in particular but without limitation the provisions of clause 4 above), and the Buyer is solely responsible for such content and will immediately amend the information if requested by Galloi Inc to do so.