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.
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