The Muzzle Movement – Stockist/Distributor Agreement Terms.

Parties

• The Muzzle Movement Limited a company incorporated and registered in England and Wales with company number 14652453 whose registered office is at 62-64 Market Street, Ashby-De-La-Zouch, Leicestershire, England, LE65 1AN (Muzzle/We/Our)
• [FULL COMPANY NAME], a company incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (Customer/You)

BACKGROUND

• We carry on the business of manufacturing and selling the Goods.
• You wish to buy, and we wish to supply the Goods on the terms and conditions set out in this agreement.

Agreed terms

1. Interpretation

The following definitions and rules of interpretation in this clause apply in this agreement.

• Definitions:

• Affiliate Band: means the Platinum, Gold, Silver or Bronze affiliate scheme (or such other banding as we may introduce) which we have allocated to you based on the number of Goods you intend to purchase.
• Confidential Information: any information of a confidential nature concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of its Group, including information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers.
• Events Outside Our Control: has the meaning given in clause 1.
• Goods: the Goods available to purchase on our website themuzzlemovement.com
• Trade Marks: the trade mark registrations belonging to us and any further trade marks that we may, by express notice in writing, permit you to use.
• VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

2. Commencement and term
   • This agreement commences on the date that the last party signed it, and shall continue, unless terminated earlier, in accordance with clause 14.
3. Supply of Goods
   • During the Term, we shall supply and you shall purchase such quantities of Goods as set out in the Affiliate Band, to qualify for the reduced purchase price.
   • Goods shall be priced at our discretion, and we reserve the right to amend the prices as we see fit. Any increase in pricing shall not affect any orders which have already been accepted.
   • Placing your order. Please follow the onscreen prompts on our website to place an order. Each order is an offer by you to buy the Goods specified in the order subject to the terms set out in this agreement.
   • Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order, and any specification submitted by you, is complete and accurate.
   • If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. When we contact you, we will ask if you would like to amend the order to include alternative Goods. If not, and you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
   • If you need to contact us. If there is an issue with your order, you should email us at support@themuzzlemovement.com. Please include details of your order to help us to identify it.
4. Manufacture, quality and packing
   • The images of the Goods on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflects the colour of the Goods. The colour of your Goods may vary slightly from those images.
   • The packaging of your Goods may vary from that shown on images on our site.
   • We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.
   • We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.
   • We provide a warranty that on delivery and for a period of 12 months from delivery, the Goods shall:
     • subject to 1, conform in all material respects with their description; and
     • be free from material defects in design, material and workmanship; and
     • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
     • confirm with the specification on our website.
   • Subject to clause 7, if:
     • you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5;
     • we are given a reasonable opportunity of examining the Goods; and
     • we ask you to do so, you return the Goods to us at your cost,

we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

• We will not be liable for breach of the warranty set out in clause 5 if:
  • you make any further use of the Goods after giving notice to us under clause 6;
  • the defect arises as a result of us following any drawing, design or specification supplied by you;
  • you alter or repair the Goods without our written consent;
  • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
  • the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
• We will only be liable to you for the Goods’ failure to comply with the warranty set out in clause 5 to the extent set out in this 4.
• Except as expressly stated in this agreement, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into this agreement by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
• This also apply to any repaired or replacement Goods supplied by us to you.

5. Delivery, transfer of risk and title
   • We will confirm the delivery date as soon as we are able to, following acceptance of your order. Occasionally our delivery to you may be affected by an Event Outside Our Control. See 1 for our responsibilities when this happens.
   • Delivery is complete once the Goods have been delivered at the specified address and the Goods will be at your risk from that time.
   • You own the Goods once we have received payment in full, including of all applicable delivery charges and the Goods have been delivered.
   • If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
   • If you fail to take delivery within 3 days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods. We shall have no liability for any failure or delay in delivering an order to the extent that any such failure or delay is caused by your failure to comply with your obligations under this agreement.
6. International delivery
   • Whilst we will make reasonable efforts to deliver outside of the UK, we cannot guarantee this.
   • If you order Goods from our site for delivery to a country outside of the UK, your order may be subject to import duties and taxes which are applied separately. Please note that we have no control over these charges and we cannot predict their amount.
   • You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
   • You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law.
7. Price of goods and delivery charges
   • The prices of the Goods will be as quoted on our website at the time you submit your order. We take all reasonable care to ensure that the price of the Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 5 for what happens if we discover an error in the price of Goods you ordered.
   • Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
   • The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being.
   • The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order.
   • We sell a large number of Goods through our website. It is always possible that, despite our best efforts, some of the Goods on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
     • where the Goods' correct price is less than the price stated on our website, we will charge the lower amount when dispatching the Goods to you; and
     • if the Goods' correct price is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.
   • The price of the Goods has been set out in accordance with the Affiliate Band, and the prices on our website will reflect the calculated discount for the relevant Affiliate Band. If you fail to order the minimum amount of Goods as set out in your Affiliate Band, we reserve the right to move you to an alternative Affiliate Band, amend the prices offered to you or terminate this agreement.
8. Terms of payment
   • You can only pay for Goods using a debit card or credit card. A list of the cards accepted are as stated on our website and as updated from time to time.
   • Payment for the Goods and all applicable delivery charges is in advance.
9. Resale of Goods
   • When reselling the Goods, you shall:
     • not make any written statement to the quality or manufacture of the Goods outside of those statements made on our website; and
     • comply with the Force Free Commitment as per clause 11.
   • Where available, you may display advertising materials and other signs and literature.
   • Grant of right to use the Trade Marks. We grant to you the non-exclusive right to use our Trade Marks, as made available to you from time to time, in the promotion, advertisement and sale of the Goods, subject to, and for the duration of, this agreement. You acknowledge and agree that all rights in the Trade Marks shall remain with us, and that you will acquire no rights in any Trade Marks. Further, you shall only be permitted to use the Trade Marks in accordance with our instructions.
   • Limitations on your use of the Trade Marks. You shall not, without our prior written consent:
     • alter or make any addition to the labelling or packaging of the Goods displaying the Trade Marks;
     • make any addition or modifications to the Goods or to any advertising and promotional materials supplied by us; or
     • alter, deface or remove any reference to the Trade Marks, any reference to the us or any other name attached or affixed to the Goods or their packaging or labelling.
   • Prohibition on transfer. You shall not sub-license, assign, transfer, charge, or otherwise encumber the right to use, reference, or designate the Trade Marks to any other party, except as otherwise expressly permitted under this agreement.
10. Data Protection
    • All personal information submitted to us will be governed by our privacy policy, a copy of which can be found at https://www.themuzzlemovement.com/policies/privacy-policy
11. Compliance with Laws and the Force Free Commitment
    • In performing your obligations under the agreement, you shall comply with:
      • all applicable laws, statutes, regulations and codes from time to time in force; and
      • the Force Free Commitment as detailed here Our force-free commitment– The Muzzle Movement.
    • We may terminate the agreement with immediate effect by giving written notice to you if you commit a breach of clause 1.
    • In the event of a termination event caused by your breach of clause 11.1(b), you shall return to us any unsold Goods.
12. Indemnity
    • In this clause 12, Losses means all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses.
    • You shall indemnify us against all Losses incurred by us as a result of any claim as a result of your non-compliance with the Force Free Commitment.
13. Limitation of liability
    • References to liability in this clause 13 include every kind of liability arising under or in connection with the Agreement including but not limited to liability in agreement, tort (including negligence), misrepresentation, restitution or otherwise.
    • Nothing in these Terms limits or excludes our liability for:
      • death or personal injury caused by our negligence;
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
      • any other liability that cannot be limited or excluded by law.
    • Subject to clause 2, we will under no circumstances be liable to you for:
      • any loss of profits, sales, business, or revenue;
      • loss of business opportunity;or
      • loss of anticipated savings;or
      • loss of goodwill; or
      • any indirect or consequential loss.
    • Subject to clause 2, our total liability to you for all losses arising under or in connection with the Agreement will in no circumstances exceed 100% of the price of the Goods purchased in the order preceding the breach.
14. Termination and suspension
    • Without affecting any other right or remedy available to it, either party may terminate this agreement on giving not less than 30 days written notice to the other party, provided that any notice to terminate served under this clause 1 shall not expire before the second anniversary of the agreement.
    • Without affecting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate this agreement with you with immediate effect by giving written notice to you if:
      • you fail to adhere to our Force Free Commitment as detailed here Our force-free commitment– The Muzzle Movement;
      • you commit a material breach of any term of this agreement and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so (for the avoidance of any doubt, any breach of the Force Free Commitment set out at clause (a) is a material breach);
      • you fail to pay any amount due under the agreement on the due date for payment;
      • you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
      • your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the agreement has been placed in jeopardy.
    • Termination of the agreement shall not affect your or our rights and remedies that have accrued as at termination.
    • Any provision of the agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
15. Obligations on termination
    • On termination of this agreement:
      • you shall immediately pay to us any outstanding monies owed and any interest that has accrued; and
      • each party shall promptly:
        • return to the other party all equipment, materials and property belonging to the other party (if any) that the other party had supplied to it in connection with the supply and purchase of the Goods under this agreement;
        • cease using our Trade Marks and any other Intellectual Property;
        • erase all the other party’s Confidential Information from its computer systems (to the extent possible); and
        • on request, certify in writing to the other party that it has complied with the requirements of this clause 15; and
        • in the event of termination as a result of a breach of clause 11.1(b), return any unused Goods.

16. Confidentiality
    • Each party undertakes that it shall not at any time during the agreement, and for a period of two years after termination, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 2.
    • Each party may disclose the other party's confidential information:
      • to its employees, officers, representatives, contractors or subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 16; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the agreement.
17. Survival
    • On termination of this agreement the following clauses shall continue in force:
      • clause 11 (Compliance with Laws and Force Free Commitment);
      • clause 12 (Indemnity);
      • clause 13 (Limitation of liability);
      • clause 16 (Confidentiality); and
      • clause 7 (Governing law and Jurisdiction).
    • Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages for any breach of the agreement that existed at or before the date of termination.
18. Events Outside of Our Control
    • We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the agreement that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
    • If an Event Outside Our Control takes place that affects the performance of our obligations under the agreement:
      • we will contact you as soon as reasonably possible to notify you; and
      • our obligations under the agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
    • You may cancel the agreement affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, we will refund the price you have paid, including any delivery charges for the affected order.
19. Communications between us
    • When we refer to "in writing" in this agreement, this includes email.
    • Any notice given by one of us to the other under or in connection with the agreement must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.
    • A notice is deemed to have been received:
      • if delivered by hand, at the time the notice is left at the proper address;
      • if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
      • if sent by email, at 9.00 am the next working day after transmission.
    • 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.
    • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
20. General
    • Assignment and transfer.
      • We may assign or transfer our rights and obligations under the agreement to another entity but will always notify you in writing or by posting on this webpage if this happens.
      • You may only assign or transfer your rights or your obligations under the agreement to another person if we agree in writing.
    • Any variation of the agreement only has effect if it is in writing and signed by you and us.
    • Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
    • If we do not insist that you perform any of your obligations under the agreement, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
    • Each paragraph of this agreement operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    • Third party rights. The agreement is between you and us. No other person has any rights to enforce any of its terms.
    • Governing law and jurisdiction. The agreement is governed by English law and you and we each irrevocably agree to submit all disputes arising out of or in connection with the Agreement to the exclusive jurisdiction of the English courts.