Musgrave Wholesale Partners

Online Sale Terms and Conditions

This page (together with the documents referred to on it) informs you of the terms and conditions (the “Terms”) on which we supply any of the products (the “Products”) listed on our website http://order.musgravemarketplace.ie (the “Site”), to you. 

Please read these Terms carefully and make sure that you understand them before ordering any Products from our Site.  By submitting an order on this Site you are agreeing to the Terms that appear below and you confirming that you are: a registered customer of Musgrave Marketplace, Musgrave Foodservices, or Musgrave Limited, trading as Musgrave Wholesale Partners (hereafter referred to as “Musgrave”, “we”, “us” or “our”); actively engaged in a business or charity, operated by a person 18 years of age or over; and are authorised to access this Site on behalf of the business you represent or have been provided with a Musgrave Customer Card.

Please click on the button marked “I Accept” at the end of these Terms if you accept them.  Please understand that if you refuse to accept these Terms, you will not be able to order any Products from our Site.

Information about us

This Site is operated by Musgrave Limited t/a Musgrave Marketplace, a company registered in Ireland under company number 1776 and with its registered office at Musgrave House, Ballycurreen, Airport Road, Cork.  Our trading address is St. Margarets Road, Ballymun, Dublin 11.

Service Availability

We do not accept orders from outside the Republic of Ireland and the United Kingdom (the “Serviced Countries”). If you would like to place an order from a location outside of the Serviced Countries please contact us.

By placing an order through our Site, you warrant that: you are legally capable of entering into binding contracts; you are resident in one of the Serviced Countries; and you are accessing our Site from that country.

If any material on this Site, your use of this Site, or the Products advertised on this Site, are contrary to the laws of the jurisdiction in which you are located then this Site is not intended for your use and we ask that you do not use this Site.  You are responsible for compliance with the laws of the jurisdiction in which you are located.

Contracts

The Terms governing any purchase you make on this Site will be those in effect at the date of your order. We reserve the right, at our sole discretion, to amend these Terms at any time. If you order Products after we have published any changes you will be bound by those changes. Accordingly, you should check prior to each order to ensure that you understand the precise terms and conditions applicable to your purchase of Products from this Site. To assist you in determining whether these Terms have changed since your most recent order we will display the date upon which these Terms were last amended.

Your order constitutes an offer to us to buy one or more Product(s).  Our acceptance of your order will take place upon despatch of the Product(s) ordered (the “Despatch”) and at this point a contract for the sale of the Products will be made between us and you (the “Contract”). We will supply the Products to you in accordance with these Terms.  The Contract will relate only to those Products which we have despatched.  We will not be obliged to supply any other Products which may have been part of your order until the despatch of such Products.

All purchases made on this Site are governed by these Terms. Nevertheless we reserve the right to refuse to accept an order or to not enter into a Contract at any time, at our discretion. We further reserve the right to refuse fulfilment or delivery of an order if these Terms are not adhered to.

Payment

Payment for the delivered Products will be according to the trading terms that have been agreed in advance by us with you. Unless otherwise agreed by us, payment for Products must be made in advance of delivery.

Payment for deliveries shall be made via your Musgrave account or by credit card or debit card, as may be agreed with us. Musgrave have partnered with an online credit card gateway for payment. Musgrave reserves the right to adjust the balance you have agreed with the gateway provider in the event of substitutions to your order or by changes to the nominal pricing indicated for weighted goods. For “Click and Collect” orders (being orders to be collected by you from our depots), you may pay in-store.

The debit cards and credit cards accepted by us are those listed on the Site as accepted on the date on which your order is placed.

You agree to compensate us in full against all reasonable costs expenses and outgoings incurred by us in obtaining payments from you in the event a failed payment occurs. This may include an administration charge.

Prices

The prices quoted on our Site are guide prices only, but are fixed on the date of despatch of the Products ordered to you. As prices are fixed at the time of despatch, prices charged are liable to change prior to despatch without prior notice. The actual order value cannot be determined until the date of despatch, as the prices quoted on the Site could vary prior to the date your order is depatched. Please check the dates of availability of any offers before purchasing.

Product descriptions and prices should only be used as a guide and we reserve the right to vary them without notice.

If a pricing error is obvious and unmistakeable and could have been reasonably recognised by you as an error, we do not have to provide the Products to you at the incorrect (lower) price.

Products are subject to availability and prevailing market conditions. We may limit the quantities of Products (particularly Products on special offer) supplied to any one customer.

If you would like us to deliver a substitute line (if selected lines are unavailable), you can request this when placing your order (or a substitution policy may be agreed with you).

All prices are quoted excluding VAT. Where applicable, VAT will be added to invoices. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.

Delivery

Delivery dates and times will be notified by us to you or agreed on case by case basis.

Delivery times, where agreed, are approximate only and there shall be no liability on Musgrave for late or cancelled delivery.

Delivery will be made to the address you provided upon registration with the Site.

It is your responsibility to ensure that an appropriate person to accept delivery is available at the delivery address at all times during the notified delivery date and time.

All Products must be signed for on delivery by an adult aged 18 years or over.

If no one is at the address when delivery is attempted the Products will be retained by us.

Our delivery charges will be as quoted on our Site from time to time, except in cases of obvious error.

Should you fail to be present for your delivery we are entitled to charge you in full price for the items contained in your order and the cost of delivery.

All alcohol and tobacco must be checked off at time of delivery and queries reported to the delivery driver immediately. No discrepancies will be entertained if such Products are not checked off at time of delivery.

The Products will be your responsibility from the time of delivery. Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges. Products remain the property of Musgrave until payment has been made in full and received in full by Musgrave.

Returns

Products may not be returned without a dual signed delivery docket/note as provided to you by the delivery driver.

Any claims for damaged Products, shortages in an order, or incorrect deliveries must be notified to us within 24 hours of delivery, quoting your customer number and the correct order number. This excludes alcohol and tobacco deliveries, which must be checked at time of delivery.

Acceptable Use of the Site

It not possible to provide a list of exactly what constitutes acceptable and unacceptable use of this Site. In general, we will not tolerate any use of the Site which damages or is likely to damage our reputation, the availability or integrity of the Site or which causes us or threatens to cause us to incur any legal, tax, regulatory or other liability. We therefore request you to treat our Site with respect, and not to use the Site for any illegal purpose, or in such a way as to infringe or breach others’ rights or to cause or threaten to cause us damage.

We reserve the right to suspend the use of the Site generally or block your access to any part of the Site and/or to suspend or terminate your rights to use the Site or any part of it if we suspect misuse. We may report any misuse of the Site to the relevant enforcement or other authorities and to our legal advisers. We further reserve the right to disclose any evidence we have which relates directly or indirectly to misuse of this Site.

You agree not to use the Site or cause or permit the Site to be used:

to jeopardise or prejudice the operation, quality or integrity of the Site, or the operation, quality or integrity of any telecommunications network;

to harvest or otherwise collect information about others, including email addresses, without their consent;

for any commercial purpose including any direct marketing, surveys (including without limitation for price checking by our competitors), contests or pyramid schemes, nor to use the Site to participate in or cause others to participate in sending chain letters, junk email, spam, duplicative or unsolicited messages, advertising or promotional material;

to distribute, download, upload or transmit any material which contains viruses, trojan horses, worms, or any other harmful or detrimental programs;

to attack the Site via a denial-of-service attack; or

contrary to the terms and conditions of any Internet Service Provider you may use.

At the time of your registration you will receive a password. You are responsible for maintaining the confidentiality of your password and account and any activities that occur under your account. We shall not be liable to any person for any loss or damage which may arise as a result of any failure by you to protect your password or account.

Availability of Site

While we will endeavour to inform customers in advance of any Site unavailability, this cannot be guaranteed and the Site may be unavailable at certain times, e.g. to allow us to maintain and upgrade the Site.

We reserve the right to alter or withdraw the Site at any time and also reserve the right to refuse access to the Site to you at our discretion.

Warranties

We do not warrant that the Site will be continuously available, or that your use of the Site will be uninterrupted or error-free. This Site is provided by Musgrave on an “as is” basis. To the fullest extent permitted by applicable law, we disclaim all warranties, express or implied.

Neither we, nor any of our respective licensors, licensees, service providers or suppliers warrant that the Site or any function contained in the Site will be uninterrupted or error-free, that defects will be corrected, or that the Site or the servers that make the Site available are free from viruses or other harmful components.

We do not warrant or make any representations regarding the use or the results of the use of the materials incorporated in the Site or any third-party site accessed through the Site in terms of their correctness, accuracy, timeliness, reliability, or otherwise. It is your responsibility to ensure that suitable equipment is available to enable your safe use of the Site.  We shall not be liable to any person for any loss or damage which may arise to computer equipment as a result of using this Site.

While we will use reasonable endeavours to verify the accuracy of the information we place on the Site, we make no warranties, express or implied, in relation to its accuracy. To the maximum extent permitted by law, we disclaim all liability and responsibility arising from any reliance placed on such materials.

Please contact our Customer Relations team for information on any Musgrave own label Products. Otherwise please contact the manufacturer for information on specific branded lines.

These disclaimers apply to the fullest extent permitted by law.

Liability

Subject to Clause 11.3, if we fail to comply with these Terms, our maximum liability arising out of any order for the supply of Products to you under these Terms will be limited to the price of the Products contained in the order giving rise to the claim.

Subject to Clause 11.3, we will not be liable for losses that result from our failure to comply with these Terms that fall into the following categories (even if such losses result from our deliberate breach): loss of income or revenue; loss of business; loss of profits; loss of anticipated savings; loss of data; or waste of management or office time or for any indirect or consequential loss.

Nothing in these Terms excludes or limits our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; any breach of the obligations implied by the Supply of Goods and Services Act 1980; or any other matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

Where you buy any Product from a third party through our Site, that seller’s liability will be addressed in the seller’s terms.

Advertising

Part of the Site may contain third party advertising and sponsorship.  Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Site complies with international and national law.  Musgrave will not be responsible for any error or inaccuracy in such advertising or sponsorship materials.

Privacy

We are committed to protecting your privacy and security.  All personal data that we collect from you will be processed in accordance with our Privacy Policy.  You should review our Privacy Policy, which is incorporated into these Terms by this reference and is available at [Privacy Policy Link].

Intellectual Property

The content of this Site is owned or licensed by Musgrave. This material includes, but is not limited to, text, photographs, images, graphics, illustrations, logos, button icons, audio clips, video clips, software, and other content, and the compilation, collection, arrangement, and assembly thereof (including the “look and feel” of the Site).

All materials incorporated in or accessible through the Site, including, are protected by copyright laws, and are owned, controlled or licensed by Musgrave, or by the original creators of such materials or their permitted licensors. All such rights are reserved.

Such materials may be used only for viewing the Site in the ordinary course or as a resource for purchasing the Products available through the Site. Any other use of such materials, including any copying, reproduction, modification, sale, distribution, extraction, re-utilisation, transmission, republication, downloading, display, posting, performance, or other exploitation thereof by any means or medium without the prior written permission of the copyright owner is strictly prohibited. In particular you may not use this website or its content for any commercial purpose (other than for ordering Products from us in accordance with these Terms), including the collection and use of any listings, descriptions, prices, make any derivative or commercially exploitative use of this website or its content, download or copy account information, use any data mining, robots or similar data gathering and extraction tool without the explicit written consent of Musgrave. Any unauthorised use of the Site terminates your permission to use the Site.

General

Links: Where a Product description contains a link to another party’s website, please note that Musgrave does not vet these websites and has no control over their contents. Musgrave cannot accept any liability in respect of the use of those third party websites. We may also provide links on our Site to the websites of other companies, whether affiliated with us or not.  We cannot give any undertaking that products you purchase from third party sellers through our Site, or from companies to whose website we have provided a link on our Site, will be of satisfactory quality, and any such warranties are disclaimed by us absolutely.  This disclaimer does not affect your statutory rights against the third party seller.  We will notify you when a third party is involved in a transaction, and we may disclose your personal information related to that transaction to the third party seller.

Import duty: If you order Products from our Site for delivery outside the Republic of Ireland they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination.  You will be responsible for payment of any such import duties and taxes.  Please note that we have no control over these charges and cannot predict their amount.  Please contact your local customs office for further information before placing your order. Please also note that you must comply with all applicable laws and regulations of the country for which the Products are destined.  We will not be liable for any breach by you of any such laws.

Written communications: Applicable laws require that some of the information or communications we send to you should be in writing.  When using our Site, you accept that communication with us will be mainly electronic.  We will contact you by email or provide you with information by posting notices on our Site.  For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.  This condition does not affect your statutory rights.

Notices: All notices given by you to us must be given to Musgrave at St. Margarets Road, Ballymun, Dublin 11. We may give notice to you at either the email or postal address you provide to us when placing an order, or in any of the ways specified in Clause 15.3 above.  Notice will be deemed received and properly served immediately when posted on our Site, 24 hours after an email is sent, or 3 days after the date of posting of any letter.  In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

Transfer of rights and obligations: The contract between you and us is binding on you and us and on our respective successors and assignees. You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

Events outside our control: We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (a “Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following: strikes, lock-outs or other industrial action; civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; impossibility of the use of public or private telecommunications networks; the acts, decrees, legislation, regulations or restrictions of any government; and pandemic or epidemic. Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period.  We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

Waiver: If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations. A waiver by us of any default will not constitute a waiver of any subsequent default. No waiver by us of any of these Terms will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with Clause 15.4 above.

Severability: If any court or competent authority finds that any of the provisions of these Terms or any provisions of a Contract are invalid, unlawful or unenforceable to any extent, such term(s) will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

Entire agreement: These Terms and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any Contract made via this Site. We each acknowledge that, in entering into a Contract, neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the documents referred to in them. Each of us agrees that our only liability in respect of those representations and warranties that are set out in these Terms (whether made innocently or negligently) will be for breach of contract. Nothing in this Clause 15.9 limits or excludes any liability for fraud.

Our right to vary these Terms: We have the right to revise and amend these Terms from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities. You will be subject to the policies and Terms in force at the time that you order Products from us, unless any change to those policies or these Terms is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these Terms before we send you the Products (in which case we have the right to assume that you have accepted the change to the Terms, unless you notify us to the contrary within seven (7) working days of receipt by you of the Products).

Law and jurisdiction: Contracts for the purchase of Products through our Site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by the laws of Ireland.  Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of Ireland.

Customer Complaints

If you have any comments or complaints on or about our website, log onto the site and email us.

These Terms were most recently updated on 20  January 2012.