WHOLESALE TERMS & CONDITIONS
Last updated: 14th May 2026
These Terms & Conditions (“Wholesale Terms”) govern the sale of Má Châu’s products to independent retailers, resellers or other businesses (“you”, “your”) for resale or commercial purposes.
By placing a wholesale order via phone, email or other agreed methods, you agree to be bound by these Wholesale Terms. These terms supersede any previous agreements and take precedence over any purchase conditions issued by you.
The Business
Má Châu’s is a trading name of Xuan Hoang, a sole trader based in London, England, United Kingdom. The business is registered with the Food Standards Agency under the name Pho + Family.
Eligibility & Business Status
Wholesale sales are available only to bona fide businesses purchasing for resale or commercial use. We reserve the right to request proof of business, such as a Company Registration Number, business license or VAT number.
By placing a wholesale order, you confirm that:
- You are legally authorised to enter into binding contracts on behalf of your business;
- All information provided is accurate and complete;
- You comply with all applicable laws and regulations relating to the purchase, storage, sale and distribution of the products.
Product Specifications & Safety
Small-Batch Nature: As our products are produced in small batches, natural variations in colour, flavour and/or appearance may occur.
Allergens: While our products do not intentionally contain any of the 14 major allergens recognised under UK food law, we cannot guarantee the complete absence of allergens due to the risk of cross-contamination during ingredient sourcing.
Storage & Handling: You are responsible for storing products in a cool, dry place away from direct sunlight. Má Châu’s is not liable for product deterioration resulting from improper storage or handling once risk has passed to you.
Safety & Intended Use: If using products as ingredients in commercial food preparation, you are solely responsible for the safety, labelling and allergen declarations of your finished food.
Traceability: You must maintain records of BBE (Best Before End) dates/batch numbers for all products in your possession to ensure food safety traceability.
Orders
Contract Formation: A contract is formed only when we confirm your order in writing and issue an invoice. Each order and related invoice constitutes its own standalone contract, which is subject to these Wholesale Terms.
Amendments: Request to amend or cancel an order must be made within 24 hours of submission. Late cancellations are at our discretion and may incur a 15% restocking fee.
Availability: All products are subject to availability. We reserve the right to limit quantities or discontinue products without notice.
Timelines: Estimated delivery dates are indicative only and may be adjusted due to production or logistical constraints.
Backorders: Lead times for out-of-stock items are estimates. For Pro-forma orders, payment secures your place in the production queue. If we are unable to fulfil a backorder, or if a delay becomes unreasonable, we reserve the right to cancel the order and provide a full refund.
Discretionary Rights: We reserve the right to refuse, cancel, or limit any order at our discretion, including in cases of suspected fraud, pricing errors, or product unavailability. If we cancel an order after payment has been received, we will issue a full refund for the affected products.
Export Restriction: Our products are intended for sale and delivery within the United Kingdom only. We do not accept orders for resale or commercial use outside the UK.
Pricing & Payment
Pricing: All prices are in GBP (£). We are not VAT registered, therefore VAT is not charged.
Payment Terms: Unless otherwise agreed in writing, payment is Pro-forma (required in full before dispatch).
Net Terms: Where "Net" terms (e.g., Net 14 or Net 30) are granted, payment must be cleared in our account by the Due Date stated on the invoice.
Late Payment: We reserve the right to charge interest on overdue invoices at the rate of 8% plus the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
Methods: Payment must be made via Bank Transfer. If we agreed to payment by another method (i.e. Credit Card or PayPal), payments are subject to a transaction surcharge to cover processing fees.
Retention of Title
Ownership: Legal and beneficial title to the goods remains with Má Châu’s until we have received payment in full for said goods.
Rights of Entry: Until title passes, you must store the goods separately and clearly identify them as the property of Má Châu’s. You grant us an irrevocable licence to enter your premises to recover goods if payment is overdue.
Delivery & Risk
Costs: Delivery costs are borne by the buyer unless otherwise specified on the invoice.
Risk: Risk of damage to or loss of the goods passes to you upon delivery to your specified premises or collection by your carrier.
Insurance: From the moment of delivery until title passes to you, you must insure the goods for their full replacement value (at the wholesale price) against all risks.
Returns & Refunds
Except as otherwise specified in these Wholesale Terms, wholesale orders are non-returnable and non-refundable except as follows:
Inspection: You must inspect goods upon delivery. Shortages or damage must be reported in writing with photos within 48 hours.
Shortages & Damage: Any shortages or damage must be reported in writing (with photographic evidence) within 48 hours of delivery. Failure to do so constitutes acceptance of the goods.
Authorisation: No returns will be accepted without a written Return Authorisation from Má Châu’s.
Defective Goods: If goods are proven defective, we will (at our choice) replace the goods or issue a credit. You are responsible for return shipping costs unless the defect is confirmed as a manufacturing fault.
Backorder Refunds: While lead times are estimates, if a backordered item is delayed by more than 30 days beyond the estimated date, you may cancel the affected portion of the order for a full refund. Once a backordered item has been dispatched, the standard "non-refundable" wholesale policy applies as set out immediately above.
Resale & Intellectual Property
Branding: You must sell the products in their original packaging. You may not re-label or alter the products without written consent.
Third-Party Marketplaces: Resale on third-party platforms (including but not limited to Amazon or eBay) is strictly prohibited without prior written authorisation from Má Châu’s.
IP Rights: All intellectual property rights, including the Má Châu’s name, logo, and product imagery, remain the property of Xuan Hoang. You are granted a non-exclusive, non-transferable, non-perpetual licence to use our brand assets for the sole purpose of promoting the sale of our products at your retail location within the United Kingdom for as long as you stock and sell our products which you have been purchased from us. You may not sub-license these rights or create derivative works.
Confidentiality
Wholesale price lists, trade discounts, and specific commercial terms provided to you are strictly confidential. You agree not to disclose this information to any third party or competitor.
Limitation of Liability
Nothing in these terms excludes liability for death or personal injury caused by negligence or fraud.
Subject to the above, our total liability for any claim shall not exceed the price paid for the products giving rise to the claim.
We are not liable for any indirect, consequential or special losses, including loss of profit or business interruption.
For the avoidance of doubt, we are not liable for any losses arising from your failure to provide accurate information or follow storage instructions.
Indemnity
You agree to indemnify and hold Má Châu’s harmless against any claims, losses or costs (including legal fees) arising from your breach of these Wholesale Terms, your negligence or your improper handling/resale of the products.
Termination
We may suspend or terminate our contract with you for:
- Breach of these terms
- Non-payment of invoices
- Misuse of products or intellectual property
- Conduct that may damage our reputation.
Termination does not affect accrued rights, including payment obligations.
Force Majeure
We shall not be liable for any delay or failure to perform our obligations (including delivery delays) resulting from events beyond our reasonable control. This includes, but is not limited to: acts of God, strikes, supply chain disruptions, courier failures, power outages, or government restrictions. If a delay exceeds 30 days, either party may cancel the affected order without penalty.
In the event of a cancellation under this clause, any Pro-forma payments made for the cancelled products will be refunded in full to the original payment method. We are not liable for any further compensation or indirect losses caused by such cancellations.
Entire Agreement
These Wholesale Terms, together with any specific terms set out on invoices or agreed in writing, constitute the entire agreement between the parties regarding wholesale purchases.
Severability
If any provision is found unenforceable, the remainder shall remain in effect.
Miscellaneous
Amendments: We may update these terms with 30 days' notice. The version current at the time of your order applies.
Notice: Formal notices must be sent via email to the addresses provided in the contact section.
Governing Law
These Wholesale Terms are governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
Contact Information
Xuan Hoang (trading as Má Châu’s)
46 Pendlestone Road
Walthamstow
London
E17 9BH
Email: hello@machausvietnamese.com