Terms & Conditions
MAKRO FOODSERVICE TERMS & CONDITIONS (July 2009)
Please read these terms carefully. By placing an order for delivery from MAKRO FOODSERVICE you are agreeing to these terms and conditions.
General: To place an order for delivery by MAKRO FOODSERVICE, YOU must be registered with MAKRO FOODSERVICE. This delivery service is provided by MAKRO FOODSERVICE a division of Makro Self Service Wholesalers Limited ("MAKRO"). By placing an order YOU confirm that you operate as a business and that YOU are 18 years of age or over. As you are purchasing as a business, the provisions of the Consumer Protection (Distance Selling) Regulations 2000 shall not apply.
1. Purchase Contract: All orders for delivery from MAKRO FOODSERVICE ("Delivery Orders") are governed by these Terms which may from time to time be varied by MAKRO FOODSERVICE. If YOU place a Delivery Order 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 terms relevant to your purchase. MAKRO FOODSERVICE's acceptance of your order will take place upon despatch of the product(s) you have ordered and at this point the purchase contract will be made and MAKRO FOODSERVICE will supply the goods to you pursuant to these Terms.
2. Pricing and Availability: Prices are as per MAKRO FOODSERVICE's current published Foodservice Delivery price list. All price indications exclude VAT which will be zero rated or standard rated as applicable. Where applicable, VAT will be charged on purchases and indicated on the invoice. MAKRO FOODSERVICE reserves the right to change prices without prior notice. Any price indications are for guidance only and are subject to availability. The Delivery Order value cannot be calculated until the day of actual delivery as prices of some products will fluctuate in line with market prices. On some special offers there may be a limit on the quantities of goods that can be supplied to each customer.
3. Substitutions: MAKRO FOODSERVICE may include a reasonable substitute in your Delivery Order in the event of non-availability of an item in your Delivery Order. You may reject any substitute item on delivery and return it with the delivery driver; you will not be charged for this substitute item. Product descriptions in MAKRO FOODSERVICE publications are intended as a guide. MAKRO FOODSERVICE reserves the right to vary them without notice.
4. Delivery: Delivery will be made to the address specified by you on the Delivery Order form - such premises must be reasonably accessible. Delivery will be made only to an adult aged 18 years or over who can provide evidence that they are authorised to accept delivery for YOU. A contact name must be provided by YOU that the driver can use to validate delivery. The Delivery dates, times and charges will be as set out on the Delivery Order form. Delivery times are approximate only and there shall be no liability on MAKRO FOODSERVICE for late or cancelled delivery. It is YOUR responsibility to ensure that the contact name YOU have given on the form is available at the delivery address at all times during the agreed date and time. All goods must be signed for on delivery by an adult aged 18 years or over. MAKRO FOODSERVICE shall not be obliged to request identification from anyone at YOUR premises that reasonably purports to be authorised by YOU to accept delivery. It is YOUR responsibility to ensure the delivery is received at YOUR premises by someone YOU have authorised. If no-one is at the address when delivery is attempted, the goods will be retained by MAKRO FOODSERVICE. Any Delivery Orders not delivered due to no fault of MAKRO FOODSERVICE, will remain the property of MAKRO FOODSERVICE. In the event that YOU have not arranged for anyone to be present to accept your delivery MAKRO FOODSERVICE shall be entitled to charge YOU the full price of the Delivery Order plus the aborted picking, handling and transport costs.
5. Confirmation of Receipt: You must check and confirm receipt of the contents of a Delivery Order at the time of delivery by signing the delivery note which the driver will provide (the "Delivery Note"). YOU must raise any queries with the delivery driver on delivery and ensure that they are marked on the Delivery Note. MAKRO FOODSERVICE shall not be liable for any quantity discrepancies if any goods are not checked at the time of delivery and no note is made on the Delivery Note. MAKRO FOODSERVICE will endeavour to ensure that any of YOUR weighted product requirements are met. However, in ordering such products YOU agree that there may be some reasonable tolerance to a greater or lesser extent on weight and resultant price.
6. Title / Risk: Goods remain the property of MAKRO FOODSERVICE until payment in full has been received by MAKRO FOODSERVICE. Risk passes to YOU on delivery.
7. Temperature: A temperature confirmation receipt is to be signed by YOU on delivery. In the event of dispute about the temperature, the driver will use a calibrated manual probe to do a pack check. Both YOU and the driver should then sign to confirm the temperature indicated by the probe.
8. Storage Crates: Any storage crates or HACCP temperature control crates supplied by MAKRO FOODSERVICE for the transport of the Delivery Order shall remain the property of MAKRO FOODSERVICE and YOU are obliged to exchange such crates on a like for like basis with the next Delivery Order that you receive from MAKRO FOODSERVICE. MAKRO FOODSERVICE reserves the right to request that YOU return any such crates and YOU shall immediately supply such crates to MAKRO FOODSERVICE or account to MAKRO FOODSERVICE for the cost of such crates.
9. Returns: MAKRO FOODSERVICE will only credit YOU to the extent that (i) the goods delivered differ from the Delivery Order, (ii) the error is noted on the Delivery Note signed by YOU and the driver and (iii) the erroneous goods are returned on the same day with the same delivery driver in original condition. If YOU have an issue with the quality of any Delivery Order please contact the delivery manager at YOUR local Makro to arrange collection and credit or replacement.
10. Bailee: Until the full value of any Delivery Order (including interest for late payment) has been received by MAKRO FOODSERVICE, YOU will hold the goods as bailee on behalf of MAKRO FOODSERVICE and YOU hereby acknowledge that a fiduciary relationship will exist in respect of the goods between YOU and MAKRO FOODSERVICE.
YOU will store the goods on YOUR premises separately from YOUR goods or those of any other person in such a way that can be readily identified as the goods of MAKRO FOODSERVICE. Until payment, YOU will take all necessary measures to protect the goods in the Delivery Order, including the insurance thereof, against all usual risks for full replacement value. In the event of the sale of the goods by YOU, YOU shall hold the proceeds of sale in trust for MAKRO FOODSERVICE. MAKRO FOODSERVICE may trace all proceeds of sale of the goods received by YOU through any account maintained by YOU. MAKRO FOODSERVICE may at any time if payment is overdue in whole or in part without prejudice to any other right, to recover the goods, enter any premises where the goods are stored and may repossess the same. All costs and expenses reasonably incurred by MAKRO FOODSERVICE in connection with such action shall be paid by YOU.
MAKRO FOODSERVICE may recover any such goods and payment shall become due if:-
YOU do or fail to do anything which would entitle an Administrator, or an Administrative Receiver to take possession of any of its assets or which would entitle any person to present a petition to wind up the Customer; and/or
YOU pass any resolution to wind YOU or YOUR company up or publish a notice convening a meeting of YOUR creditors pursuant to section 98 of the Insolvency Act 1986 or any statutory modification or replacement thereof; and/or
YOU have a Bankruptcy Order made against YOU or YOU enter into any arrangement for the benefit of YOUR creditors generally.
11. Payment: In this clause the following words shall have the following meaning:
"Direct Debit Instruction" means the completed instruction form from YOU to your bank or building society authorising MAKRO FOODSERVICE to collect monies owed, in relation to MAKRO FOODSERVICE invoices, from your account (or otherwise as agreed) by Direct Debit.
"Direct Debit Collection" means the amount payable by direct debit by YOU to MAKRO FOODSERVICE in respect of invoiced deliveries since the last Direct Debit Collection was settled by YOU in accordance with your Direct Debit Instruction.
If YOU pay by Direct Debit, MAKRO FOODSERVICE will email YOU a statement, which will provide a list of invoices that make up each Direct Debit Collection. This statement will confirm the date and amount that will be collected from YOUR account and YOU will be notified in advance a minimum of at least two working days before your account is debited. The invoiced amount will be deducted from your account in accordance with YOUR Direct Debit Instruction.
In the event of any late payment (a) any discount on overdue invoices shall be disallowed; (b) The price of all goods supplied by MAKRO FOODSERVICE to YOU and all costs incurred shall become immediately payable; (c) Interest shall be payable on all accounts due and unpaid pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; (d) MAKRO FOODSERVICE may charge YOU an administration charge at MAKRO FOODSERVICE's sole discretion
If YOU do not pay by Direct Debit or YOU do not have a valid Direct Debit Instruction in place, then all MAKRO FOODSERVICE invoices must be settled prior to delivery. If YOU terminate the Direct Debit Instruction all outstanding invoices must be settled immediately by another form of payment.
12. Failed Payment: YOU agree to compensate MAKRO FOODSERVICE in full against all reasonable costs expenses and outgoings incurred by MAKRO FOODSERVICE in obtaining payments from YOU in the event a failed payment occurs. This will include an administration charge of not less than £20. MAKRO FOODSERVICE may at any time after a failed payment has occurred ask a debt collection agency to collect payment from YOU at your cost.
13. Availability of service: MAKRO FOODSERVICE reserves the right to alter or withdraw the service at any time and also reserve the right to refuse the service to any customer without giving a reason.
14. Customer Complaints: If you have any comments or complaints on or about MAKRO FOODSERVICE please email MAKRO FOODSERVICE at feedback@MAKROco.uk or contact the delivery manager at YOUR local store.
15. Liability: Nothing in these Terms will restrict MAKRO FOODSERVICE's liability for death or personal injury resulting from its negligence, breach of contract or breach of statutory duty.
16. Limitation: Other than as set out in these Terms, MAKRO FOODSERVICE's maximum liability arising out of any order for the supply of goods to YOU under this contract will be limited to the price of the goods contained in that order.
17. Force Majeure: MAKRO FOODSERVICE will not be deemed to be in breach of contract or of these Terms as a result of any delay in performance or failure to perform its obligations if that delay or failure to perform is due to any cause or circumstance beyond MAKRO FOODSERVICE's reasonable control including, but not limited to, fire, flood and other acts of God, strikes, riot, accident, disruption to energy supplies, civil commotion, acts of terrorism or war, breakdown of equipment or road traffic problems.
18. General: If any of these Terms is held by any court of competent authority to be unlawful, invalid or unenforceable, in whole or in part, this will not affect the validity of the remaining Terms which will continue to be valid and enforceable to the fullest extent permitted by law.
19. Data: In assessing YOUR request for delivery service from MAKRO FOODSERVICE, MAKRO FOODSERVICE may make enquiries about YOU including searching your records held by organisations such as Dun & Bradstreet, Experian and Equifax and credit reference agencies. By requesting to receive deliveries from MAKRO FOODSERVICE, you are deemed to have consented to MAKRO FOODSERVICE making such enquiries. MAKRO FOODSERVICE will collect, process, and/or use the information provided by YOU ("Personal Data") for the purposes of administering and performing the customer contract with MAKRO FOODSERVICE, general and long-term customer care and personalized customer service, as well as sales promotion, market and opinion research activities (by mail and electronic communications). As MAKRO FOODSERVICE is part of the METRO-Group, a large group of companies operating internationally, Personal Data may be transferred to and back from one of the international data centers of the METRO-Group (operated by the METRO-Group Information Technology GmbH (MGI), "Data Centers") and may be processed in the Data Centers to achieve the purposes identified above. MAKRO FOODSERVICE and the Data Centers operate in compliance with European data protection rules to provide for a coherent level of adequate data protection even in those cases where data are transferred to countries with a different level of data protection. Any further questions and/or a wish to (i) access or review Personal Data, (ii) make a request related to Personal Data or (iii) withdraw consent provided hereunder, should be directed to the Makro Data Protection Compliance Officer at Liverpool Road Barton Moss Eccles M30 7RT.
20. Waste Electrical and Electronic Equipment regulations 2006:
20.1 Anyone purchasing a business to business electrical or electronic equipment product (as defined in the Waste Electrical and Electronic Equipment regulations 2006, the "regulations") ("Product") from MAKRO FOODSERVICE shall be responsible for the costs of collection, treatment, recovery and environmentally sound disposal of the product and any product that the product is intended to replace ("Replaced Product") in accordance with the regulations.
20.2 Anyone purchasing a product from MAKRO FOOD SERVICE shall not dispose of a Product or Replaced Product other than in accordance with the Regulations.
20.3 Anyone purchasing a Product from MAKRO FOODSERVICE agrees to indemnify and keep indemnified MAKRO FOODSERVICE from and against any and all loss damage or liability suffered and legal fees and costs incurred by MAKRO FOODSERVICE resulting from a breach of this clause.
21. Law: These Terms will be governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute which may arise between them.
22. Delivery Operator: This delivery service is operated by MAKRO FOODSERVICE which is a trading name of MAKRO FOODSERVICE SELF SERVICE WHOLESALERS Limited whose registered office is situated at Liverpool Road Barton Moss Eccles M30 7RT Company Registered in England under Company Number 973269.Vat Reg No. 306 178959