1.1 This Agreement is a legal document, which sets out your rights and obligations, and those of PrimeStox ("we", "us" or "PrimeStox"), in relation to this site and the services offered by us through it (the "PrimeStox Service"). You must take the time to read and understand it before registering for the PrimeStox Service. By registering, you accept that you are entering into a contract with us on the terms of this Agreement. You should be aware that this Agreement may change from time to time in accordance with Clause 17 below.
1.2 People who register for the PrimeStox Service establish an "Account", and become "Account Holders".
2.1 The PrimeStox Service allows Account Holders to buy food products from PrimeStox in bulk at wholesale prices. When the offer fills the Account Holders are charged and title for the products passes to them. A confirmation email and certificate numbers are sent.
2.2 The Account Holder can either request delivery of the product or wait until PrimeStox concludes a secondary sale and repurchases the product. Every offer carries a date when PrimeStox estimates it can buy the product back and an expected price. However the ability of PrimeStox to buy the product back is not guaranteed. In most cases PrimeStox will aim to sell the product back to the producer under a separate agreement.
2.3 Account Holders do this to increase the supply of fine food which is increasingly scarce and also to earn money by sharing in the profits of food production. Producers do this to improve their working capital position and increase their visibility to potential end customers. They involve potential customers in their business and raise awareness about their brand and product and create brand ambassadors.
2.4 The service is referred to as "Funding an Offer”, “Funding Production”, “Funding a Product” or “Buying a Product”.
3.1 You may have no more than one Account.
3.2 You must register for the PrimeStox Service using accurate and current information about yourself - including your correct name and email address. There is also an option to provide additional details which should be correct. If you are asked for, and provide, details of a bank account into which you wish to receive payments (your Payment Receipt Method), you (a) hereby confirm that you are, and remain, fully entitled to use that Payment Receipt Method, (b) confirm that you wish to receive payments through that Payment Receipt Method, and (c) ensure that the details of that Payment Receipt Method are, and continue to be, accurate. You should keep this information updated through your Account.
3.4 Note that your Payment Receipt Method may have rules about the maximum or minimum payment that you can receive when you are repaid with profit.
3.5 Important: You must ensure that the email address we hold for you is kept up-to-date and that you have full access to it - we will be sending you important messages there. If you change email address, then you must change the address we hold for you on your Account.
4.1 When you buy products on the PrimeStox website then PrimeStox is your counterparty. PrimeStox owns the product being sold under a Purchase Agreement with the producer.
4.2 When the offer funds fully title for the products passes from PrimeStox to Account Holders. Each Account Holder owns only the quantity of product they have paid for and is not dependent on the decisions and actions of the other buyers.
4.3 If all the units allocated in an offer are not sold in the time allocated for an offer (for example 21 days or less) then the offer is withdrawn and no Account Holder is charged.
4.4 You understand that after an offer is fully sold then PrimeStox holds the products on consignment unless you request delivery. PrimeStox is acting as custodian ("Consignee") of the product on behalf of Account Holders ("Consignors"). PrimeStox has an obligation to care for the products, keep them separate from other products and to take out insurance. Insurance must cover risk of theft, fire and other damage. PrimeStox may outsource this responsibility to a third party. Typically PrimeStox will engage the product's producer as a contractor so they can perform this function.
4.5 PrimeStox is responsible for ensuring that the correct product, quantity and quality is held for the Account Holders at the specified location by the correct date. In the event that any of these criteria change materially, PrimeStox is responsible for communicating this to Account Holders, including proposed remedies.
4.6 PrimeStox is also responsible for exercising due care and attention and oversight of any third parties acting on its behalf. This may include the producer themselves when acting as a contractor.
4.7 PrimeStox has a right to buy the product back from Account Holders. This Repurchase takes place if PrimeStox can conclude a secondary sale of the product. In concluding a secondary sale PrimeStox is acting as the agent of the Account Holder and the Account Holder is aware that PrimeStox will be doing this. Every offer carries an estimate of how long it will take PrimeStox to repurchase and what the price will be. PrimeStox may aim to sell the product back to the producer. There is no guarantee however that Repurchase will take place at the time and price indicated.
4.8 In the event that there is a delay to PrimeStox's date of repurchase or the expected price, PrimeStox is responsible for communicating this to Account Holders together with revised times and prices. Any cost which the Account Holder incurs as a result of this delay is to be paid by the Account Holder.
4.9 Any storage costs for the product are paid by PrimeStox or third parties.
4.10 PrimeStox is responsible for ensuring that if and when Account Holders ask for their product to be physically delivered, there is no cost to the Account Holder. Delivery is to be arranged at a time which is convenient for the Account Holder.
4.11 When PrimeStox repurchases the product, a positive balance will appear on the Account Holder's dashboard . This shows the price that PrimeStox will pay Account Holder when they approve the repurchase. Account Holders can approve the repurchase via the website by clicking "Withdraw". PrimeStox will transfer funds to Account Holders via bank transfer within 3 working days of receiving this request. Account Holders then release title for the goods, which then pass to PrimeStox. For international transfers the transaction may take longer. To be clear, a Balance does not itself represent a sum of money held by PrimeStox on an Account Holder’s behalf.
5.1 For its work as agent of the Account Holders concluding a secondary sale and repurchasing the product, the Account Holders agree to pay PrimeStox 0.25% of the repurchase price. In this way PrimeStox is incentivised to agree a higher repurchase price on behalf of Account Holders. This fee is deducted from the repurchase amount transferred to Account Holders.
6.1 Account Holders who agree to Fund an Offer are accepting four potential risks: production and delivery, storage, and non payment or non delivery.
6.2 Production & Delivery: PrimeStox Producers are under contract with PrimeStox to deliver the product to a specified location by a specified date. In some cases the delivery date may be several weeks ahead of the purchase date. In that time the Account Holder is open to production and delivery risk. It is PrimeStox's responsibility to communicate any changes to the delivery schedule or to the goods expected to be delivered as soon as it becomes aware. After the delivery date it is also PrimeStox's responsibility to check that the goods have been delivered.
6.3 Storage: After delivery PrimeStox acts as Consignee of the goods on behalf of the Account Holders. PrimeStox may outsource this responsibility to a third party which may be the producer himself. During the holding period the goods are exposed to risks including weather risk (if stored outside), heat, fire, cold, theft or contamination. PrimeStox and its contractors are under obligation to take all reasonable care to mitigate these risks and to take insurance. It is PrimeStox's responsibility to communicate any damage or impairment to the stock held by the Account Holders to them as soon as it becomes aware together with proposed remedies.
6.4 Non payment: PrimeStox may be dependent on receiving payment from a third parties, including the producer themselves, before it can repurchase the products from Account Holders. It is possible that third parties may delay payment to PrimeStox or may act fraudulently. This could entail selling the goods and not paying PrimeStox. This would be an act of theft. PrimeStox undertakes to exercise all due care and diligence in monitoring the performance of third parties but PrimeStox does not accept liability in the event that a third party acts in this way.
6.6 As soon as PrimeStox becomes aware that any of the four risks is likely to have a material impact on the product or the Account Holders, a resolution process is triggered which is administered by PrimeStox as the agent of the Account Holders. If and when group decisions are required they will be taken collectively by the Account Holders in a majority vote weighted by ownership. Account Holders will receive an email with an explanation and a link to vote on your options. Account Holders agree to be bound by this decision. PrimeStox agrees to represent the account holders in these matters but PrimeStox itself does not accept liability for the success of these proceedings, the amounts recovered or for the behaviour of the Producer.
6.7 At any time and for any reason during the time between Funding and Repayment, Account Holders have the option of terminating the Consignment Agreement and pursuing one of the options above. Such a decision is to be taken collectively and by a majority vote.
6.8 The Producers have agreed to be bound by a Dispute Resolution clause which specifies mediation and then Arbitration as the mechanism for resolution. Arbitration would be at a Court in London, with penalties awarded under English Law.
8.1 We reserve the right to suspend or terminate any Account Holders access to the PrimeStox Service, or parts of it, if in our reasonable view the relevant Account Holder or Account appears to be in breach of any provision of this Agreement.
8.4.1 is not defamatory, offensive, or abusive or of an obscene, indecent or menacing nature;
8.4.2 is not intended or likely to cause needless annoyance, inconvenience or distress to any person;
8.4.3 does not contain 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 to surreptitiously intercept, access without authority, or expropriate any system, data or personal information;
8.4.4 does not contravene any applicable law or regulation (including, but not limited to, laws governing consumer protection, distance selling, unfair competition, anti-discrimination, false advertising, copyright, trademark and privacy);
8.4.5 does not breach the rights of any person or entity (including any rights or expectations of privacy);
8.4.6 where it constitutes feedback on a Producer, is accurate and fair; and
8.4.7 does not advertise any goods or services.
8.6 Each Account Holder acknowledges that we are entitled, but not obliged, to withdraw any material, which appears - based on information received from third parties or other Account Holders - to be in breach of this Agreement.
9.1 If anyone contacts us in relation to material or transactions associated with you or your Account, then you agree:
9.1.1 to provide all reasonable information and assistance we may require in connection with responding to that contact; and to respond promptly and accurately to it, should we pass the message to you for a response.
10.1 We or our partners may offer new or additional services through the PrimeStox Service from time to time. Your use of those services may be subject to additional terms and conditions, which you must comply with provided that those terms are notified to you on the PrimeStox Service in an appropriate manner when you agree to take those services, any failure by you to comply with a material provision of the terms governing those services will amount to a breach of this Agreement.
11.1 We reserve the right to withdraw, modify or suspend aspects of the PrimeStox Service, or the entirety of it, where we have legal, security, technical or commercial reasons to do so. We will endeavour to give you 30 days advance notice before taking such action, except where it is necessary to take earlier action for security reasons or because of technical difficulties which adversely affect the PrimeStox Service. There may also be times when the PrimeStox Service becomes inaccessible as a result of technical difficulties experienced by PrimeStox or on the Internet; we will, however, use reasonable skill and care to overcome these difficulties where they are within our control. Please note, however, that we cannot guarantee continuous access to the PrimeStox Service or any of the content that appears on it.
11.2 Nevertheless, we undertake to ensure that during any periods of planned unavailability, you will be informed and disruption will be kept to a minimum, as far as reasonably practical.
website. You are solely responsible for maintaining the confidentiality of your password and any additional identifying information.
12.1 We warrant that the PrimeStox Service will be provided with reasonable care and skill with the intention of meeting our specifications for the PrimeStox Service, but we cannot and do not guarantee that the PrimeStox Service will meet your requirements.
12.2 PrimeStox shall be liable as expressly provided in this Agreement, but shall have no other obligation, duty or liability whatsoever in contract, tort (including negligence, breach of statutory duty and any other tort) or otherwise.
12.3 Nothing in this Agreement excludes or restricts our liability for death or personal injury resulting from our negligence.
12.4 Subject always to sub-Clause e. below, PrimeStox shall be liable for direct loss or damage only, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise, and whether caused by its act or omission or that of its employees, agents or subcontractors. PrimeStox's aggregate liability during any successive period of twelve months, shall be capped at its own fee payable by the Account Holder.
12.5 We will not be liable to you or anyone else, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise:
12.5.1 for any loss of revenue, business, anticipated savings or profits, or
12.5.2 for any indirect, special or consequential loss, damage, costs or other claims, howsoever caused or arising, whether through non-supply or late supply of the PrimeStox Service or other non-performance of this Agreement or otherwise.
12.6 To avoid doubt, nothing in this Clause 13 limits our obligation to pass on repayments to an Account Holder requesting the payment of his/her Balance.
12.7 Except as expressly stated elsewhere in this Agreement, all representations, warranties, conditions and other terms, whether express or implied (by common law, statute, collaterally or otherwise) are hereby excluded, except in the case of fraud, or where such exclusion is not permitted by law.
12.8 For the avoidance of doubt, PrimeStox will not have liability to you or any other person in respect of material contributed by Account Holders, transactions (or non-transactions) with Producers, or any activity or communication relating to such material or transactions.
12.9 The provisions of this Clause 13 shall survive the termination or expiry of this Agreement.
13.1 You agree upon demand to indemnify PrimeStox against and to be wholly responsible for all liabilities, claims and expenses that may arise out of or in connection with (a) any breach of this Agreement by you or through your Account, or (b) any transaction with a Producer.
14.1 We reserve the right to assign this Agreement, and to assign or subcontract any or all of our rights and obligations under this Agreement, but will not do so in such a way as to reduce any guarantees you are given under this Agreement. You may not without the written consent of PrimeStox assign or dispose of this Agreement, nor subcontract any of your rights and obligations under it.
15.1 This Agreement is intended to contain your entire agreement with us relating to the PrimeStox Service; we believe it to be fair and reasonable. It replaces all earlier agreements and understandings with you relating to the PrimeStox Service, except for any fraud or fraudulent representation by either of us.
16.1 We reserve the right to change this Agreement from time to time, and post the new version on the PrimeStox Service. When we do so, we will post the new version of the Agreement on the PrimeStox Service, and the new version of these terms and conditions will take effect, and will govern the PrimeStox Service and your relationship with us:
16.1.1 commencing no less than thirty days after the date of posting (or such later date as we indicate in the relevant posting), if any of the changes is to an operative provision of this Agreement which is capable of adversely affecting you; if you do not wish to be governed by the new version of the Agreement, you may notify us on or before the date when the new version of the Agreement is to take effect, and from that date you must cease to use the PrimeStox Service; or
16.1.2 Immediately upon the date of posting (or such later date as we indicate in the relevant posting), if the changes are not to operative provisions, or not capable of adversely affecting you - examples of which would include, without limitation, changes to contact details referred to, or the refinement of provisions that are already included, in this Agreementcontact; and to respond promptly and accurately to it, should we pass the message to you for a response.
17.1 In the event that any term of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. You and PrimeStox are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
18.1 This Agreement, and our relationship with you and each Account Holder, is governed by the laws of England and Wales.
18.2 You and we each submit to the non-exclusive jurisdiction of the English courts in relation to disputes arising in connection with this Agreement.
19.1 We don't separately file the individual Agreements entered into by Account Holders when they register for the PrimeStox Service. You can access it at www.PrimeStox.com. Please make a durable copy of this Agreement by printing and/or saving a downloaded copy on your own computer. It is offered in English only.
20.1 We are PrimeStox Limited, and our address for correspondence and queries is PrimeStox Ltd, First Floor, 23 Princes Street London W1B 2LX. We are a company registered in England and Wales under registration no. 09915596. Please note that all communications (including formal notices) under this Agreement are to be sent and received by email. For this purpose, your notices should be sent via our contact form, and we will send our notices to you at the email address you notify to use when you register as an Account Holder, as changed subsequently in your Account details.