| Shires Equestrian

M J AINGE & CO LTD T/AS SHIRES EQUESTRIAN TERMS AND CONDITIONS OF SUPPLY

Definitions and Interpretation
1. In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with Clauses 11.10 and 11.11.

Confidential Information: means all information of a confidential nature in respect of the business, assets, affairs, customers or suppliers of the Supplier including, without prejudice to the generality of the foregoing, any ideas; prices; customer lists or details; products or services, including but not limited to know-how or other matters connected with the products or services manufactured, marketed, provided or obtained by the Supplier, and information concerning the Supplier's relationships with actual or potential clients, customers or suppliers and any other information which, if disclosed, will be liable to cause harm to the Supplier.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010.

Customer: the person or firm who purchases the Goods from the Supplier.

Force Majeure Event: has the meaning given in Clause 10.

Goods: the goods (or any part of them) set out in the Order.

Intellectual Property Rights: means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.

Order: the Customer's order for the Goods, as set out in the Customer's purchase order form, the Customer's written acceptance of the Supplier's quotation, or as recorded by the Supplier in writing following a telephone order being placed by the Customer, as the case may be.

Specification: any specification for the Goods, including any related plans and drawings, that is supplied to the Supplier by the Customer, or produced by the Supplier and agreed in writing by the Customer.

Supplier: M J Ainge & Co. Limited (trading as Shires Equestrian Products) of 15 Southern Avenue, Leominster, Herefordshire, HR6 0QF (registered in England and Wales with company number 1100045).

Territory: unless otherwise expressly stated, the Country where the Customer has its place of business.

Website: means http://shiresequestrian.com/.

In these Conditions, the following rules apply:

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a party includes its personal representatives, successors or permitted assigns.
A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
A reference to writing or written includes faxes and e-mails.

Basis of contract
1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer shall ensure that the terms of the Order and any relevant Specification are complete and accurate.
3. The Contract shall come into existence on the earlier of the Supplier issuing a written acceptance of the Order or delivery of the Goods.
4. The Contract constitutes the entire agreement between the parties.
5. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
6. Any samples, drawings, descriptive matter, or advertising issued by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between the Supplier and the Customer for the sale of the Goods.
7. A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.
8. The Customer may not cancel the Contract. The Supplier may cancel the Contract at any time prior to delivery, on giving the Customer 30 days' written notice.
9. The Supplier shall not be obliged to accept any Order placed by the Customer.
Delivery
1. The Supplier shall use its reasonable endeavours to ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
2. Unless alternative delivery arrangements are agreed between the parties in writing, the Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing ("Delivery Location") within a reasonable period of time after the Customer places the Order.
3. Deliveries will take place (unless otherwise agreed between the parties in writing) between the hours of 9 a.m. and 6 p.m. Monday to Friday (except on days that are not Business Days). Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
4. Any dates quoted for delivery are approximate only, and the date and time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5. Subject to Clause 3.4, if the Supplier fails to deliver the Goods within a reasonable period of time, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
6. If the Customer fails to accept delivery of the Goods within 3 Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:

delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
1. If 7 Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
2. The Supplier may deliver the Goods by separate instalments. Each separate instalment will be invoiced and paid for in accordance with the Contract. Each instalment will be a separate Contract and no cancellation or termination of one Contract relating to an instalment will entitle the Customer to repudiate or cancel any other Contract or instalment.
Quality
1. The Supplier warrants that on delivery the Goods shall:
conform in all material respects with their description and any applicable Specification as set out in the Website and/or in the Supplier's catalogue; and
be free from material defects in design, material and workmanship.
1. Subject to Clause 4.3, if:

but the Supplier shall be entitled to change the Specification of the Goods (for example, but without limitation, if such is required in order to comply with statutory or regulatory requirements) provided such changes do not affect the Goods' quality or performance in any material way.

the Customer gives notice in writing to the Supplier within 14 days of delivery, or where the defect couldn’t be apparent on reasonable inspection, within 14 days of discovery and in any event no later than 12 months after delivery that some or all of the Goods do not comply with the warranty set out in Clause 4.1; and
the Supplier is given a reasonable opportunity of examining such Goods; and
the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost,
1. The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in Clause 4.1 if:

the Supplier shall, at its sole discretion, repair or replace the defective Goods, or refund the price of the defective Goods in full.

the Customer makes any further use of such Goods after giving notice in accordance with Clause 4.2; or
the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice; or
the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer; or
the Customer alters or repairs such Goods without the written consent of the Supplier; or
the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
1. Except as provided in this Clause 4, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in Clause 4.1.
2. Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
3. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
Title and risk
1. The risk in the Goods shall pass to the Customer on completion of delivery.
2. Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
the Goods; and
any other goods or services that the Supplier has supplied to the Customer in respect of which payment has become due.
1. Until title to the Goods has passed to the Customer, the Customer shall:
hold the Goods on a fiduciary basis as the Supplier's bailee;
store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
notify the Supplier immediately if it becomes subject to any of the events listed in Clause 10.2; and
give the Supplier such information relating to the Goods as the Supplier may require from time to time,
1. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in Clause 10.2, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

but the Customer may resell or use the Goods in the ordinary course of its business.

The Customer's right to possession of the Goods will terminate immediately if the Customer becomes subject to any of the events listed in Clause 10.2 or if the Supplier otherwise serves notice to terminate the Contract in accordance with Clause 10.
On termination of the Contract (howsoever caused), the Supplier's (but not the Customer's) rights contained in this Clause 5 will remain in effect.
Price and payment
1. The price of the Goods shall be the price set out in the Supplier's published price list in force as at the time the Contract is formed in accordance with Clause 2.3. However, the Supplier reserves the right to change its prices if the Customer requests a change to the Specification which is accepted by the Supplier.
2. Unless otherwise agreed in writing between the parties, the following wording in this Clause 6.2 shall apply to the payment of packaging, insurance and transport of the Goods within England, Scotland and Wales. For Orders of £150 plus VAT or greater, such costs shall be paid by the Supplier. For Orders less than £150 plus VAT, the price of £5.95 plus VAT per carton shall be paid by the Customer when it pays for the Goods.
3. If delivery is to be made outside England, Scotland and Wales, the costs referred to in clause 6.2 above shall be notified to the Customer by the Supplier and such delivery may also be subject to import duties and taxes which are levied when the delivery reaches the specified destination. The Customer will be solely responsible for the collection, remittance and payment of any such import duties and taxes, charges, levies assessments and other fees of any kind imposed by governmental or other authority in respect of the purchase, importation, sale or other distribution of the Goods. The Supplier has no control over these charges and cannot predict their amount. It is the responsibility of the Customer to contact the customs office local to the place of delivery, for further information prior to placing any order.
4. It is the responsibility of the Customer to comply with all applicable laws and regulations of the country for which the Goods are destined. Subject to the provisions of Clause 9.1, the Supplier will not be liable in any event, for breach by the Customer of any such laws and regulations.
5. The price of the Goods is exclusive of amounts in respect of value added tax ("VAT"). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
6. Unless otherwise agreed between the parties, the Supplier shall invoice the Customer for the Goods on or at any time after the completion of delivery. Invoices may (at the Supplier's discretion) be provided by the Supplier to the Customer by email.
7. The Customer shall pay the invoice in full and in cleared funds within the relevant time period specified in such invoice. Prompt payment by the Customer is of the essence of the Contract. Payment shall be made by any of the methods specified in the invoice, and the appropriate account for payment shall be as specified in the invoice.
8. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment ("Due Date"), then the Customer shall pay interest on the overdue amount at the rate of 5% a year above the Bank of England’s base rate from time to time, but at 5% a year for any period when that base rate is below 0%. Such interest shall accrue on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
9. The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
10. The Supplier may require a deposit to be paid by the Customer prior to the manufacture of the Goods relevant to the Customer's order. Where applicable, details of the deposit and the timescales within which such deposit must be paid, will be set out in writing by the Supplier.
11. Where the Supplier agrees a credit facility with the Customer, such credit shall be given in the Supplier's sole discretion, and may be withdrawn at any time by the Supplier on notice to the Customer, in which case Goods shall be paid for by the Customer in accordance with the relevant invoice.
Intellectual property and confidentiality
1. Except in relation to the right to use or re-sell the Goods in the Customer's ordinary course of business the Customer shall have no rights in respect of any Intellectual Property Rights of the Supplier however used by the Supplier in relation to the Goods and the Customer hereby acknowledges that it shall not acquire any rights in respect thereof and that all such Intellectual Property Rights are and shall remain vested in or controlled by the Suppler.
2. The Customer shall inform the Supplier as soon as reasonably practicable in writing of any actual infringement of the Intellectual Property Rights of the Supplier relating to the Goods or of any claim that the Goods infringe the Intellectual Property Rights of a third party of which the Customer is aware but the Customer shall take no steps or enter into any proceedings with respect to such infringement or claim (unless the Customer is the defendant in an action which has already commenced) without the prior written consent of the Supplier (such consent not to be unreasonably withheld or delayed).
3. The Customer will keep confidential:

the terms of this Agreement; and
any and all Confidential Information that it may acquire in relation to the Supplier.
1. The Customer will not use the Supplier's Confidential Information for any purpose other than to perform its obligations under this Contract. The Customer will ensure that its officers and employees comply with the provisions of Clause 7.3.
2. The obligations on the Customer set out in Clause 7.3 will not apply to any Confidential Information which:
it can demonstrate is in the public domain (other than as a result of a breach of this Clause 7); or
it is required to disclose by order of a court of competent jurisdiction but then only to the extent of such required disclosure.
1. The provisions of this Clause 7 will survive any termination of this Contract for a period of 5 years from termination.
Data Protection
1. The Customer acknowledges and agrees that the Supplier may collect and process the Customer’s Personal Data as part of an Order, through the supply of Goods, and by the Customer’s submission of the Trade Account Application Form. The Customer may provide Personal Data to the Supplier through other means, including through accessing the Supplier’s Website.
2. The Customer acknowledges that it has read and understands the Supplier’s Privacy Policy: https://www.shiresequestrian.com/privacy-policy/ which governs the way in which the Supplier collects and processes the Customer’s Personal Data.

Shared Personal Data
1. The following definitions apply in this Clause 9:

Agreed Purposes: the proper handling and administration of any complaint about, or return of, the Goods by any Third Party, and the protection of the Supplier’s and Customer’s reputations.
Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.
Data Protection Legislation:

i) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

ii) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data.

EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
Permitted Recipients: the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement.
Shared Personal Data: the personal data to be shared between the parties under this agreement.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4) of the Data Protection Act 2018.
1. This Clause 9 sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
2. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall constitute a material breach for the purposes of Clause 10.
3. Each party shall:
ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
process the Shared Personal Data only for the Agreed Purposes;
not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this agreement;
ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
not transfer any personal data outside of the UK or the European Economic Area unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.
1. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
promptly inform the other party about the receipt of any data subject access request;
provide the other party with reasonable assistance in complying with any data subject access request;
not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;
use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
maintain complete and accurate records and information to demonstrate its compliance with this Clause 9; and
provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.

Customer's insolvency or incapacity and Termination
1. If the Customer becomes subject to any of the events listed in Clause 10.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.
2. For the purposes of Clause 10.1, the relevant events are:

the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; or
the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors, other than (where the Customer is a company) these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; or
the Customer applies to court for, or obtains, a moratorium under Part A1 of the IA 1986; or
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; or
(being an individual) the Customer is the subject of a bankruptcy petition, application or order; or
a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
(being a company, partnership or limited liability partnership) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer; or
(being a company) a floating charge holder over the Customer's assets has become entitled to appoint or has appointed an administrative receiver; or
a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets; or
any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 10.2 (a) to (h) (inclusive); or
the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of its business; or
the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability adequately to fulfil its obligations under the Contract has been placed in jeopardy (the parties agree that the Supplier may carry out credit checks on the Customer from time to time in this regard); or
(being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
1. Subject to Clause 10.4, if the Customer commits a material breach of the Contract which cannot be remedied or commits a material breach of the Contract which can be remedied but fails to remedy that breach within 10 days of a written notice setting out the breach and requiring it to be remedied being given by the Supplier, the Supplier may terminate the Contract immediately by giving written notice to that effect to the Customer.
2. The Supplier may terminate the Contract immediately by giving written notice to that effect to the Customer if the Customer fails to make any payment due to the Supplier under the Contract on or before the Due Date (as defined in Clause 6.8).
3. The Supplier may terminate the Contract immediately by giving written notice to that effect to the Customer if there is a change of Control of the Customer.
4. The Supplier shall be entitled to suspend any deliveries otherwise due to occur following service of a notice specifying a breach under Clause 10.3 or termination of a Contract in accordance with Clause 10.4.
Liability
1. Nothing in these Conditions shall limit or exclude the Supplier's liability for:
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
fraud or fraudulent misrepresentation; or
breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
defective products under the Consumer Protection Act 1987; or
any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
1. Subject to Clause 11.1:
2. the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential loss or for any loss of profit arising under or in connection with the Contract; and
3. the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price of the Goods.
4. In respect of Goods which are not manufactured by the Supplier, as far as the Supplier is reasonably able, it will pass to the Customer the benefit of any warranty or guarantee which may have been passed to the Supplier by the manufacturer of such Goods. Subject to Clause 11.1, the Supplier limits its liability to the extent of such manufacturer warranty or guarantee (if any).
Force majeure
1. Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, pandemics, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
General
1. The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
2. The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier.
3. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this Clause, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier, fax or e-mail.
4. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 13.3; if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
5. The provisions of this Clause shall not apply to the service of any proceedings or other documents in any legal action.
6. If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
7. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
8. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
9. A person who is not a party to the Contract shall not have any rights under or in connection with it.
10. The Supplier has the right to revise and amend these Conditions from time to time to reflect changes in market conditions affecting the Supplier's business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in the Supplier's systems.
11. The Customer will be subject to the Conditions in force at the time that it orders Goods from the Supplier, unless any change to these Conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by the Customer), or if the Supplier notifies the Customer of the change to the Conditions before the Contract is formed in accordance with Clause 2.3 (in which case the Supplier has the right to assume that the Customer has accepted the change to the Conditions, unless the Customer notifies the Supplier to the contrary within seven Business Days of receipt by the Customer of the Goods).
12. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

Complaints
1. It is important to the Supplier that the Customer is completely happy with the Supplier's services. In the unlikely event that the Customer wishes to raise a complaint please contact the Supplier by telephone on 01568 613 600 or via email at sales@shiresequestrian.com stating the Customer's name, order reference and the nature of the complaint. The Supplier will use its reasonable endeavours to ensure that all complaints will receive a response within two working days of receipt. It is always the Supplier's intention to resolve any problems quickly and amicably to the Customer's satisfaction.
Re-Seller Obligations
1. To the extent that the Supplier has given the Customer authorisation to sell, re-sell, license or otherwise dispose of the Goods (whether or not individually or in combination with any other goods), such authority is strictly on the basis that the Customer shall at all times:

purchase the Goods exclusively from the Supplier and from no other sources;
sell the Goods to end-users only and not actively to sell directly or indirectly to wholesalers or other dealers, the Supplier having reserved to itself or other distributors sales to wholesalers and other dealers;
seek prior written approval from the Supplier for any physical retail premises and/or website from which the Customer intends to sell or promoted the Goods;
comply with the Supplier’s Brand Guidelines available on the Supplier’s Website and updated by the Supplier from time to time. If the Customer is selling or promoting the Goods from physical retail premises it must do so in accordance with the Brand Guidelines. If the Customer is selling or promoting the Goods online, any websites must comply with the Brand Guidelines unless otherwise approved by the Supplier. A failure by the Customer to comply with the Brand Guidelines shall constitute a material breach of the Contract for the purposes of Clause 10;
operate a minimum of one physical sale outlet;
not[MC1] to actively market, solicit or sell the Goods outside the Territory;
maintain, on its own account, an inventory of the Goods at levels which are appropriate and adequate for the Customer to meet all its customer's delivery requirements for the Goods;
provide the Supplier with reports of the Customer’s stock, sales and other pertinent information regarding its handling of the Goods, including, without limitation, details of sales and revenues for each retail location or online channel / website;
be responsible for advertising and promoting the Goods for resale, subject always to Clause 15.1(k) and Clause 15.1(k);
use images (including product images), marketing material, graphics or other visual, video or audio materials provided by the Supplier or which have been approved by the Supplier in writing prior to use;
not, without the Supplier's prior written consent, make any promises or guarantees about the Goods beyond those contained in promotional material supplied by the Supplier;
not:
1. represent itself as an agent of the Supplier for any purpose;
2. pledge the Supplier's credit;
3. give any condition or warranty on the Supplier's behalf;
4. make any representation on the Supplier's behalf;
5. commit the Supplier to any contracts;
6. otherwise incur any liability for or on behalf of the Supplier;
inform the Supplier immediately of any changes in ownership or Control of the Customer, and of any change in its organisation or method of doing business that might be expected to affect the performance of the Customer’s duties under the Contract;
comply with all applicable laws, regulations, statutes and rules relating to the promotion and sale of the Goods, including, where relevant, the promotion and sale of Goods via the internet; and
be solely responsible for ensuring compliance with all applicable legislation and regulations relating to data protection, privacy, consumer protection, tax and VAT registration and liabilities, tax and company filings, in the locations in which the Customer promotes and sells the Goods.
1. If the Customer fails to comply with any part of this Clause 15 or commits a material breach of any other Condition of the Contract, the Supplier may immediately:
revoke any preferential terms granted by the Supplier to the Customer which may include, but which is not limited to:
1. credit terms;
2. discounts from the Supplier’s normal trade prices;
3. stock feeds; and
4. B2B portal access; or
revoke the Customer’s authority to resell Goods, as described in Clause 15.1,
1. The Supplier reserves the right, in its absolute discretion, to vary the Re-Seller Obligations set out in Clause 15.1, and the Goods to which they apply, by giving the Customer not less than 30 days’ written notice.
  1. where your website is hosted by a third party platform,you shall ensure that customers do not visit your website through a site carrying the name of logo of the third party platform;

in either case by giving written notice to the Customer (including by email).

SHIRES EQUESTRIAN – BRAND GUIDELINES

Shires Equestrian requires that each reseller that resells products offered by Shires Equestrian complies with these Brand Guidelines (the “Guidelines”). For the purposes of these Guidelines, products means any goods which the Supplier may permit the reseller, by express notice in writing, to distribute as described in Shires Equestrian’s Terms and Conditions of Supply (“Products”).

These Guidelines are available by contacting us on 01568 613600, or sales@shiresequestrian.com and may be amended by Shires Equestrian in its absolute discretion at any time. You agree that by purchasing any Product from Shires Equestrian that you agree to all of the terms of the Guidelines.

These Brand Guidelines apply to any reseller of Shires Equestrian branded Products and any third party with whom the reseller may engage or enter into a business arrangement (as permitted by Shires Equestrian) regarding the advertisement, marketing, sale and/or distribution of any of Shires Equestrian’s Products.

These Guidelines have a number of purposes, including but not limited to:

(a) protecting Shires Equestrian IP (as defined below);

(b) ensuring consistency in the use of the Shires Equestrian brands and establishing standards for the advertisement, marketing, selling and distribution of Shires Equestrian Products and the use of Shires Equestrian IP (as defined below) whether in store / in print material / on the Internet or otherwise; and

(c) enabling Shires Equestrian to prevent authorised retailers or resellers from misleading customers, and to take enforcement action where necessary; and

(d) rewarding those resellers who invest in Shires Equestrian’s brands and present the Products in a professional manner.

These Guidelines explain the correct use of Shires Equestrian brand identity on store signage, web sites, advertising and other marketing communications. These brand and marketing guidelines link directly with the customer’s experience, both pre and post sales

Pre-Sales: The Shires Equestrian approach should be reflected in the pre-sales and shopping experience for customers. This will include your demonstration approach, providing the customer with knowledgeable product information, honesty, explanation of capabilities and tolerances, customer services and benefits.

You must ensure that all staff have sufficient familiarity, knowledge and understanding of the Products so as to respond to all reasonable questions or enquiries from customers and potential customers.

You must, where reasonably possible, visually inspect all Product prior to sale to ensure that every customer is satisfied with the Product they receive.

Post-Sales: We will handle all returns for you if it has been necessary to conduct a Product recall. You are responsible for general returns and for ensuring that a simple and reliable procedure is in place to manage post-sales support. All returns must be agreed with us prior to the Products in question being returned to us. Post-sales support is integral to customer satisfaction and repeat purchase. Please contact us for further assistance.

You must include on the label or pack notes your business name and contact details for returns and after-sales services, including physical address, telephone number and email address.

You must operate a landline telephone for customer service and ideally a live chat online feature.

Customer service support must be provided in the local language of customers to which you sell the Products. Customer service support must be provided during standard industry practice opening hours, including Saturdays, in the locations where you sell and promote the Products. Outside of standard industry practice opening hours you must ensure that the customer is able to leave voicemail or email messages to request customer support assistance.

You must ensure that all customers have the ability to leave feedback about the Product(s) purchased and their experience in purchasing from you

Use of Trade Marks and other Shires Equestrian IP

The full list and instructions for the use of the trade marks and service marks of Shires Equestrian are available by contacting us at 01568 613600, or at sales@shiresequestrian.com (“Shires Equestrian IP”). You should regularly refer to http://shiresequestrian.com (the “Website”) as content may be updated periodically. You may only make use of the Shires Equestrian IP in accordance with these Guidelines and in the form provided and made available on our Website.

Use of Shires Equestrian IP

You may only use Shires Equestrian IP to the extent that use has been approved by Shires Equestrian and solely to promote Shires Equestrian Products.

On first use of any Shires Equestrian IP in any content, you must use the appropriate ® or TM symbol, as identified on the applicable trademark list.

Unless you have Shires Equestrian’s prior written approval, you are not permitted to:

1. Use any Shires Equestrian IP or any variation to Shires Equestrian IP as part of a corporate, business or trade name or in combination with any other words not expressly authorized by Shires Equestrian, including but not limited to your own corporate and business name.

2. Use any Shires Equestrian IP or any variation, in any part of an Internet domain name or URL, social media web site page, username or handle, online profile, web or phone application, or any other Internet use.

3. Use any Shires Equestrian IP or any variation in advertising, marketing, promotions or public relations, including but not limited to, advertising links and banner ads

4. Use any Shires Equestrian IP or any variation in any way that gives the appearance of suggesting affiliation with, sponsorship or endorsement by Shires Equestrian other than your authorised dealership status. For this purpose you may refer to yourself as a "Shires Equestrian Authorised [Dealer/Reseller]".

5. List in any type of directory, including telephone and internet listings, under any Shires Equestrian IP or any variation.

6. Use any Shires Equestrian IP in discount programs or promotions that Shires Equestrian has not expressly authorised.

Notwithstanding the above, you may not act in any way which might, in Shires Equestrian’s sole discretion, impair, infringe or dilute any Shires Equestrian IP. All use which you make of Shires Equestrian IP shall be for the sole benefit of Shires Equestrian.

Any consent given by Shires Equestrian to use Shires Equestrian IP may be withdrawn by Shires Equestrian in its sole discretion at any time.

E-tailing

You are only authorised to sell Shires Equestrian Products via a web site owned or operated by you:

any advertising and promotion used by you in order to market the products on the internet shall be subject to the prior written approval of the Supplier;
the Products and any associated advertising and promotion shall make clear use of the Supplier’s registered trade marks and no others in order to indicate the origin of the Products;
the Products shall not be included in or associated with any sale and discounting promotions featured on a third party website.

You may not offer or distribute any Shires Equestrian Products via the Internet other than in accordance with these Guidelines without Shires Equestrians prior written consent. This restriction includes, without limitation, any link or connectivity through a third party web site where third parties provide Shires Equestrian Products.

Content Standards

1. Online Standards

To feature Shires Equestrian Products on your approved web site / URL you must include:

All Product images, details, features and specifications as provided by Shires Equestrian and any other guidelines or detail provided to you by Shires Equestrian from time to time.

To qualify for selling into the online channel with your ecommerce website, your business must be able to accommodate the following e-commerce requirements:

1. You must fully comply with these Guidelines and represent yourself as a Shires Equestrian Authoriser Dealer/Reseller in all online advertising and sales collateral.

2. You must only sell Shires Equestrian Products on approved web sites owned and operated by your company. Selling via third party marketplaces (eBay, Amazon, Facebook etc.), drop-ship accounts (Amazon, buy.com etc.), classified sites (Facebook Marketplace etc.) or direct messages on forums is strictly prohibited unless agreed in advance by Shires Equestrian in writing (such permission may be withdrawn by Shires Equestrian without cause or liability at any time). To the extent that Shires Equestrian provides permission for the sale of Products via third party marketplaces, this is subject always to you achieving and maintaining a customer feedback score of no less than 95% positive on the marketplace in question at all times.

3. You may NOT sell in bulk to B2B accounts, wholesalers, or drop ship for other online retailers. You may sell to your end user consumers only.

4. You must demonstrate to the satisfaction of the Supplier that you have the ability to plan inventory for your ecommerce business.

5. You must use a leading known 3rd party shopping cart system on all commerce-enabled websites owned & operated by your Company and must ensure PCI compliance for all approved commerce-enabled retail websites where customer information is collected.

6. Your web site must publish and maintain a publicly accessible privacy policy and clear terms and conditions of sales. Your privacy policy must allow you to pass on all customer data collected to Shires Equestrian for the purpose of providing information about similar goods and services. At the point of collecting such customer data you will ensure that you obtain all necessary permissions and consents to enable the transfer of customer data to Shires Equestrian as described in this paragraph 6 in compliance with all applicable data protection law and Clause 9 of the Shires Equestrian Terms and Conditions of Supply (Shared Personal Data).

7. You must be able to use standard set of Shires Equestrian supplied core Product data in Product data you publish, distribute, or display on your own ecommerce website product pages.

8. You must provide clear direction to customers on how to seek sales assistance, Product support and after sales service.

9. You must not partner with any third party that uses spyware, or any other software to engage in pop-up or pop-under advertising and/or which generates any non-user initiated activity including, but not limited to, forced clicks or redirects.

In the event that you own or control a domain name that contains Shires Equestrian IP or any variation thereof you shall promptly assign all right, title and interest in the domain name to Shires Equestrian. You shall bear all costs and expenses, including any legal fees incurred by Shires Equestrian in this regard. Additionally, at Shires Equestrian’s request and within ten (10) days, you shall produce a list of all domain names, sub domains and URLS then owned by or under your control which contain Shires Equestrian IP or any variation thereof.

2. In Store Guidelines

The presentation of the Shires Equestrian range within your premises must meet all display guidelines (including as detailed positioning / display / placement of price cards / approved POS usage) provided to you by Shires Equestrian from time to time.

Must maintain in your employ one full-time member of staff who is trained in the full range of Products you purchase from Shires Equestrian.

Discounting All Resellers are free to set their own resale prices. However:

1. Shires Equestrian may from time to time introduce a new season product which will set a fixed minimum price to all resellers for a promotional period not exceeding 6 months, to take into account the promotional investment incurred by both Shires Equestrian and Resellers in the launch of such new products. If a Reseller elects to purchase such products, it shall be required to adhere to such prices.

2. Shires Equestrian reserves the right to impose a Fixed Resale Price in order to organise a coordinated short-term low price campaign which will benefit consumers. If a Reseller elects to participate in such campaign, it wil adhere to such Fixed Resale Prices.

3. A Reseller will not charge prices for the Products below cost as a loss leader or otherwise price the Products at levels which damage the reputation of the Shires Equestrian brands in terms of quality or undermine the Supplier and/or Reseller incentives to invest in quality and brand image.

Suggested Seasonal Sale Periods

Seasonal sales should only occur outside of Shires’ ‘normal’ seasons, which are as under;

Spring/Summer 15th February – 31st July

Fly Season 15th February – 30th September

Autumn/Winter 1st August – 26th December

Termination – Provision of Customer Details

Termination of any agreement between you and Shires Equestrian shall amount to an automatic termination of any permissions or licenses granted under these Guidelines and you must immediately cease any use of Shires Equestrian IP.

On termination (or at any other time as reasonably requested by Shires Equestrian) you agree to provide us with a database of contact details for all customer’s who have bought Shires Equestrian Products from you, subject always to your compliance with Clause 9 of the Shires Equestrian Terms and Conditions of Supply (Shared Personal Data).

[MC1]See note on page 2 with regards to territory

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