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International Terms & Conditions

INTERNATIONAL* TERMS & CONDITIONS OF SALE

Hunter Boot Limited (the "Company")

  1. PRELIMINARY

1.1. All rates and prices quoted, all Goods supplied and all orders received by the Company are quoted, supplied and received subject to the following Conditions (including this Condition) which shall form part of any contract (the "Contract") between the Company and the Buyer for the sale to the Buyer of the Goods.

1.2. The provisions of the Contract (together with the selective distribution agreement (if any) signed and agreed between the parties) constitute the entire agreement between the Company and the Buyer and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

1.3. In these Conditions:

"Buyer's Territory" shall mean any territory as agreed between the Company and the Buyer from time to time.

"the Company" means Hunter Boot Limited of 36 Melville Street, Edinburgh EH3 7HA, Scotland UK, its successors and assignees.

"Business Day" means any day other than a Saturday, Sunday or public holiday in England and Wales.

"Buyer" means the person(s), firm or company from whom an order to supply Goods is accepted by the Company.

"Conditions" means the standard terms and conditions of sale as set out in this document.

"Goods" means goods which are the subject of the Contract and shall include, where the context so admits, any service provided by the Company.

"Order" means the order placed by the Buyer for the supply of the Goods from the Company.

"Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.

1.4. References to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

1.5. References to the singular include the plural and 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.

1.6. No variation of or addition to these Conditions shall be effective unless agreed in writing by the Company, in particular, these Conditions shall, unless otherwise agreed in writing by the Company, prevail over any standard conditions of the Buyer or any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing and the fact that such conditions may be included or referred to in any writing which forms part of the Contract shall not of itself be indicative of such agreement.

1.7. Each Order for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions.

1.8. No Order placed by the Buyer shall be deemed to be accepted by the Company until the Company issues a written acknowledgement of Order or (if earlier) the Company delivers the Goods to the Buyer at which point the Contract shall come into existence. Orders are accepted only on the basis that these Terms apply to the Order and the Buyer is responsible for ensuring that the terms of the Order are complete and accurate.

1.9. No cancellation or change in any Order which has been accepted by the Company can be made by the Buyer without the prior written agreement of the Company. Where the Company gives its prior written agreement to the Buyer to cancel an Order before it is loaded for delivery, the Company reserves the right to charge the Buyer a fee of 10% of the net invoice price of the Order (including VAT where applicable) to cover the administrative costs incurred by the Company.

1.10. Any quotation is given on the basis that no contract will come into existence until the Company dispatches an acknowledgement of Order to the Buyer. Any quotation is valid for the period specified therein (or if none is specified then a period of 30 days only from its date), provided that the Company has not previously withdrawn it.

  1. TITLE

2.1. Title in the Goods shall not pass to the Buyer until the earlier of:

2.1.1. the Company receiving payment in full with cleared funds:

2.1.1.1. for the Goods; and

2.1.1.2. of any other sums due from the Buyer to the Company on any other account whatsoever; and

2.1.2. the Buyer resells the Goods in the ordinary course of its business, in which case title to the Goods shall pass to the Buyer at the time specified in Condition 2.2.

2.2. Subject to Condition 2.3, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Buyer resells the Goods before that time:

2.2.1. it does so as principal and not as the Company's agent;

2.2.2. title to the Goods shall pass from the Company to the Buyer immediately before the time at which resale by the Buyer occurs; and

2.2.3. the Company's beneficial entitlement shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim therefore shall be assigned to the Company and until such assignment shall be held on trust in a separate identified account for the Company by the Buyer and such proceeds shall not be mingled with other moneys or paid into any overdrawn bank account and shall at all times be identifiable as the Company's monies.

2.3. If before title to the Goods passes to the Buyer, the Buyer becomes subject to any of the events listed in Condition 2.6, then, without limiting any other right or remedy the Company may have:

2.3.1. the Buyer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and

2.3.2. the Company may at any time exercise its rights to require the Buyer to deliver up all Goods in its possession that have not been resold under Condition 2.2.

2.4. Payment shall not be treated as having been made until the Company has received cleared funds.

2.5. Until title in the Goods passes, the Buyer shall:

2.5.1. notify the Company immediately if it becomes subject to any of the events listed in Condition 2.6;

2.5.2. give the Company such information relating to the Goods as the Company may require from time to time;

2.5.3. keep the goods free from any lien, charge, or encumbrance;

2.5.4. hold the Goods on a fiduciary basis as the Company's bailee;

2.5.5. store the Goods in such a way that they are identifiable as the property of the Company and separate from all other goods in the possession of the Buyer or such third party;

2.5.6. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

2.5.7. maintain the Goods in satisfactory Condition insured from the date of delivery on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company; and

2.5.8. hold the proceeds of the insurance referred to in Condition 2.5.7 on trust for the Company in a separate identified account and not mix them with any other money, nor pay the proceeds into an overdrawn bank account and it shall at all times be identifiable as the Company's monies, and

2.5.9. at any time and on demand by the Company return the Goods to the Company. If such requirement is not met within seven days the Company may retake possession of the Goods and may enter any premises of the Buyer or of any third party where the Goods are stored for that purpose. Such return or retaking of possession shall be without prejudice to the obligation of the Buyer to purchase the Goods.

2.6. Without prejudice to any other right available, the Buyer's right to possession of the Goods shall terminate immediately if:

2.6.1. the Buyer has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or

2.6.2. the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or

2.6.3. the Goods are charged in any way.

  1. SPECIFICATION

3.1. The Company reserves the right to make any change in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements.

3.2. All drawings, samples, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.

  1. PRICES

4.1. All prices for the Goods shall be in USD ($) unless otherwise stipulated by the Company in writing and shall be exclusive of any value added tax or any other applicable sales tax and are quoted subject to alteration without notice and all Goods are invoiced at prices current on the day of delivery or deemed delivery unless otherwise agreed between the parties.

4.2. If the Buyer is required under any applicable law to withhold or deduct any amount from the payments due to the Company, the Buyer shall increase the sum it pays to the Company by the amount necessary to leave the Company with an amount equal to the sum it would have received if no such withholdings or deductions had been made.

  1. SUPPLIES AND ACCOUNTS

5.1. In the event the Company is in receipt of a valid and accepted letter of credit, payment of the price for the Goods is due and payable 30 days following the date of shipment of the Goods. In the absence of a valid and accepted letter of credit payment of the price of the Goods is due and payable with cleared funds at least 14 days prior to the scheduled date of shipment.

5.2. Time for payment shall be of the essence.

5.3. In the event of failure by the Buyer to pay any sum due under the Contract or any sum due under any other contract between the Company and the Buyer or in the event that the Company reasonably anticipate such failure then the Company shall be entitled immediately to refuse or limit the amount of credit given to the Buyer.

5.4. If the Buyer fails to pay the Company any sum due pursuant to the Contract by the due date for payment, the Buyer will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% per annum above the base lending rate from time to time of the Royal Bank of Scotland (or other major UK clearing bank as the Company may substitute from time to time), accruing on a daily basis until payment is made, whether before or after any judgement and the Buyer shall pay the interest together with the overdue amount.

5.5. Notwithstanding Condition 4, the Company reserves the right to claim interest and fixed sum compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

5.6. The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise except for any deduction or withholding required by law.

  1. CARRIAGE

Unless otherwise agreed between the parties carriage shall be arranged (from the relevant designated location) by and paid by the Buyer.

  1. DELIVERY

7.1. All Goods originating outside of the UK are supplied on FOB Terms (as defined in the most recent version of the INCOTERMS as amended from time to time), and all those originating from the UK on ex Works Terms (as defined in the most recent version of the INCOTERMS as amended from time to time). The Buyer is responsible for obtaining, at its own cost, such import or export licences (as applicable) and other consents in relation to the Goods as are required from time to time and, if required by the Company, the Buyer shall make those licences and consents available to the Company prior to delivery or thereafter on request.

7.2. Subject to the other provisions of these Conditions (and in particular Condition 8.4 and Condition 13 below), the Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.

7.3. If for any reason the Buyer will not take or accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences, authorisations or any means of payment (be it advance, settlement of arrears or Letter of Credit to the satisfaction of the Company):

7.3.1. risk in the Goods will pass to the Buyer (including for loss or damage caused by the Company's negligence);

7.3.2. the Goods will be deemed to have been delivered; and

7.3.3. the Company may store the Goods until delivery whereupon the Buyer will be liable for all related risk, costs and expenses (including without limitation storage and insurance).

7.4. If the Company delivers to the Buyer a quantity of Goods of up to 5% more or less than the Order quantity accepted by the Company, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.

7.5. The Company may deliver the Goods by instalments and each instalment shall be treated as a separate Contract so that failure to deliver or defect in one or more instalment shall not entitle the Buyer to reject the other instalments.

7.6. Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.

7.7. The Goods may not be returned by the Buyer to the Company, for any reason, without the prior written agreement of the Company. In the event that the Company, at its sole discretion, agrees that the Buyer may return the Goods to the Company, the Buyer will be responsible for and bear the costs of delivering the Goods to the Company, repackaging the Goods to the Company's reasonable satisfaction and complying with all provisions of any Company returns policy which may be in place from time to time, including but not limited to, obtaining pre-authorisation to return Goods to the Company's distribution centre. The Company shall not be deemed to have accepted any returned Goods until such Goods have been inspected and formal acceptance of such return has been communicated to the Buyer.

7.8. The Company or any related companies shall have the right to cancel all or any contracts with the Buyer or withhold delivery of any Goods if the Buyer:-

7.8.1. fails to pay any monies owing to the Company or any related companies by the due date;

7.8.2. commits any breach of any contract or policy which may be in place from time to time with the Company or any related companies;

7.8.3. is insolvent or unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ("IA 1986") as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;

7.8.4. takes any step or action in connection with:

7.8.4.1. compounding with or executing an assignment for the benefit of its creditors;

7.8.4.2. commits any act of bankruptcy;

7.8.4.3. goes into liquidation;

7.8.4.4. has a receiver, administrative receiver or administrator appointed over all or part of its assets;

7.8.4.5. has a third party levy distress on their property; or

7.8.4.6. suffers any similar or analogous act to those specified in Conditions

7.8.3 and 7.8.4 (inclusive) or any similar event analogous to such Conditions in a jurisdiction other than England and Wales.

7.9. In the event of delivery being withheld, the Company shall be entitled, as a condition of resuming delivery, to require pre-payment of or such security as it may require for the payment of the price of any further delivery.

  1. NON-DELIVERY AND/OR DISCREPANCIES

8.1. When signing for deliveries the Buyer must state clearly on the delivery note any damage or shortages.

8.2. The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company's nominated supplier shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

8.3. Loss or non-delivery must be notified in writing to the Company and to the carrier within twenty eight (28) days of the despatch date on the delivery note or invoice.

8.4. Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

  1. TERMINATION

9.1. The Company or any related companies shall have the right to cancel all or any contracts with the Buyer or withhold delivery of any Goods if the Buyer:-

9.1.1. fails to pay any monies owing to the Company or any related companies by the due date for payment;

9.1.2. commits any breach of any contract with the Company which, if capable of remedy, it fails to remedy within 7 days of the Company giving notice of such a breach or if the Buyer commits any repeated breach;

9.1.3. is subject to a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010);

9.1.4. commits any breach of any policy or guidelines which may be put in place by the Company from time to time;

9.1.5. is insolvent or unable to pay its debts within the meaning of section 123 of the IA 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;

9.1.6. suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;

9.1.7. compounds with or executes an assignment for the benefit of its creditors;

9.1.8. commits any act of bankruptcy;

9.1.9. goes into liquidation;

9.1.10. has a receiver, administrative receiver or administrator appointed over all or part of its assets;

9.1.11. has a third party levy distress on their property; or

9.1.12. suffers any similar or analogous act to those specified in Conditions 9.1.5 to 9.1.11 (inclusive) or any similar event analogous to such Conditions in a jurisdiction other than England and Wales.

9.2. In the event of delivery being withheld, the Company shall be entitled as a condition of resuming delivery to require pre-payment of or such security as it may require for the payment of the price of any further delivery.

9.3. On termination of the Contract for any reason, the Company shall be entitled to recover payment for the Goods and interest (if applicable) notwithstanding that title of any of the Goods has not passed from the Company.

9.4. Any provision of the Contract 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.

  1. HEALTH AND SAFETY AT WORK, ETC. ACT 1974

The Buyer undertakes to take such specified steps as may be necessary to ensure, so far as reasonably practicable, that the Goods will be safe and without risk to health when properly used. The Buyer acknowledges that the Company are freed and relieved from any duty under Section 6(1)(a) of the Health and Safety at Work, etc. Act 1974, as the act may be amended or replaced.

  1. WARRANTY

11.1. The Company warrants that (subject to the other provisions of these Conditions) upon delivery, the Goods will:

11.1.1. be of satisfactory quality within the meaning of the Sale of Goods Act 1979;

11.1.2. be reasonably fit for their purpose; and

11.1.3. be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Company.

11.2. The Company shall not be liable for a breach of any of the warranties in Condition 11.1 unless:

11.2.1. the Buyer gives written notice of the defect to the Company, and (if the defect is as a result of damage in transit) to the carrier, within 7 days of the time when the Buyer discovers or ought to have discovered the defect; and

11.2.2. the Company is given a reasonable opportunity after receiving the notice to examine such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Buyer's expense for the examination to take place there.

11.3. The Company shall not be liable for a breach of any of the warranties in Condition 11.1 if:

11.3.1. the Buyer makes any further use or disposes of such Goods after giving such notice; or

11.3.2. the defect arises because the Buyer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

11.3.3. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;

11.3.4. the total price for the Goods has not been paid by the due date for payment;

11.3.5. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or

11.3.6. the Buyer alters or repairs such Goods without the written consent of the Company.

11.4. Subject to Conditions 11.2 and 11.3, if any of the Goods are shown to the Company's reasonable satisfaction not to conform with any of the warranties in Condition 11.1 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Buyer's expense, return the Goods or the part of such Goods which is defective to the Company.

11.5. If the Company complies with Condition 11.4 it shall have no further liability for a breach of the warranty in Condition 11.1 in respect of such Goods.

11.6. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

11.7. Notwithstanding sub-Condition 11.1 above, the Company may from time to time agree to sell Goods manufactured by it which are stated to be sub-standard quality. Such Goods are sold as is and all warranties are excluded to the fullest extent permitted by law.

11.8. Where the Company is not the manufacturer of the Goods, the Company will endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.

  1. LIABILITY

12.1. Subject to Condition 11, the following provisions of this Condition 12 set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

12.1.1. any breach of these Conditions; and

12.1.2. any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

12.2. All warranties, Conditions, representations, undertakings and other terms concerned with the Goods whether express or implied by statute or common law, custom, usage or otherwise are, to the fullest extent permitted by law, excluded

12.3. Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence, for fraudulent misrepresentation or for any matter in respect of which it would be unlawful for the Company to exclude or restrict liability and the Buyer's attention is drawn to the provisions of Condition 12.4 below.

12.4. Subject to Conditions 12.2 and 12.3:

12.4.1. the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the Contract price; and

12.4.2. the Company shall not be liable to the Buyer in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof for any: (i) economic loss of any kind whatsoever; (ii) loss of profit, business contracts, revenues or anticipated savings; (iii) damage to the Buyer's reputation or goodwill; (iv) loss resulting from any claim made by a third party; or (v) special, indirect or consequential loss of any nature whatsoever.

12.5. In the event of a transaction with a consumer, the consumer's statutory rights are not adversely affected.

  1. FORCE MAJEURE

13.1. The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including any acts of God, governmental actions, war or national emergency, terrorism, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials. Provided that, if the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give not less than 60 days notice in writing to the Company to terminate the Contract and in such circumstances the Buyer shall pay for all Goods supplied to the date of such termination, such payment to be made on or before the last day of the month following the month during which termination was effected.

13.2. If the Company is prevented from delivering part of the Goods by reason of any of the events specified in Condition 13.1, the Company shall deliver and the Buyer shall take and pay for such part of the Goods as the Company shall be able to deliver in accordance with the Contract. The Company shall be entitled to deliver the Goods in one or more consignments unless otherwise expressly agreed.

13.3. If the Company has insufficient stocks to meet all of its commitments, the Company may apportion available stocks to the Buyer at its sole discretion. The Company shall be entitled to make partial deliveries and failure to deliver part only of any order shall not entitle the Buyer to reject the Goods.

  1. PRODUCT RECALL

Throughout the duration of this Agreement and for 7 years thereafter, the Buyer shall maintain such full, accurate and up to date records of its activities under this Agreement as to enable the immediate recall of any Goods and shall give such assistance as the Company shall require for the purpose of recalling as a matter of urgency any quantities of the Goods and allow the Company full access to such records upon request in order to assist with any recall. These records shall include, but not be limited to records of deliveries to customers (including details of batch numbers, delivery date, name and address of customer, and telephone number and fax number and email address if available). Any assistance shall be provided at the Buyer's own cost unless the recall is required due to the defective manufacture of the Goods in which case the Buyer shall meet any pre-approved reasonable and proven expenses incurred by the Buyer in providing such assistance.

  1. COMMUNICATIONS

15.1. All notices must be in writing and delivered by hand or sent by pre-paid first class post (UK), airmail (or other international mail), email or by agent pursuant to clause 15.3 below:

15.1.1. to the Company at its principal place of business as shown in condition 1.4; or

15.1.2. to the Buyer at its the registered office (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of this Contract or such other address as shall be notified to the Company by the Buyer.

15.2. Notices shall be deemed to have been received:

15.2.1. if sent by pre-paid first class post (UK), 2 Business Days after posting (exclusive of the day of posting);

15.2.2. if delivered by hand, on the day of delivery;

15.2.3. if sent by airmail, 5 Business Days after posting (exclusive of the day of posting);;

15.2.4. if sent by e-mail, at 9.00 am on the next Business Day after transmission;

15.2.5. if served upon an agent, in accordance with clause 15.3.1.1 below.

15.3. If required by the Company, the Buyer will immediately:

15.3.1. (subject to this clause 15) irrevocably appoint an agent (or substitute agent, as the case may be) with a postal address in England or Wales as its agent to accept delivery or service on its behalf of:

15.3.1.1. notices, and the Buyer irrevocably agrees that any notice to be sent to it is deemed to have been properly sent if it is sent to such agent (or substitute agent, as the case may be) in accordance with the provisions of clauses 15.1 and 15.2 (whether or not such notice is forwarded to or received by such party); and

15.3.1.2. process in any legal action or proceedings under clause 21 and irrevocably agrees that such service will be deemed completed on delivery to such agent (or substitute agent, as the case may be) and that failure by such agent (or substitute agent, as the case may be) to notify it of the process will not invalidate the legal action or proceedings concerned; and

15.3.2. notify the Company of the name, relevant contact (where appropriate) address, email address and fax number of the agent (or substitute agent, as the case may be).

15.4. Such appointment and notice will be effective on the seventh (7th) Working Day after the date on which the notice sent pursuant to clause 15.3.1.3 is deemed to have been delivered in accordance with clause 15.2. Such appointment will be without prejudice to clause 21 or any other mode of service allowed under any applicable law.

15.5. Notices addressed to the Company shall be marked for the attention of the Company Secretary, Hunter Boot Limited, Lex House, 17 Connaught Place, London, W2 2ES and if sent by email shall be sent to Company.Secretary@Hunterboots.com.

  1. INTELLECTUAL PROPERTY

16.1. The property and any copyright or other intellectual property rights in any documents or other materials, and any data or other information provided by the Company relating to the Goods shall, unless otherwise agreed in writing between the Buyer and the Company, belong to the Company.

16.2. The Buyer shall ensure that no trade mark or logo used on or in connection with any of the Goods or their packaging is added to, obscured, removed, defaced, altered or otherwise interfered with in any way.

16.3. Trade marks and/or logos applied to any of the Goods may be used in advertising material in retail outlets or in catalogues for the purpose only of promoting the retail sale of the Goods concerned and provided that the Company's prior written approval is obtained.

16.4. Except as permitted by Condition 17.3 above the Buyer shall not make any use of any logo or trade mark owned or used by the Company (whether in connection with the goods or otherwise) or any part thereof for any purpose whatsoever.

  1. ASSIGNMENT

17.1. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

17.2. The Company may assign the Contract or any part of it to any person, firm or company.

  1. EXPORT

18.1. Where the Goods are supplied for export from the United Kingdom, the provisions of this Condition shall (subject to any special terms agreed in writing between the Buyer and the Company) apply notwithstanding any other provision of these Conditions and:

18.1.1. the Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them;

18.1.2. the Uniform Laws on International Sales Act 1967 shall not apply and the Company shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979;

18.1.3. Section 26(3) of the Unfair Contract Terms Act 1977 shall apply and notwithstanding clause 12.3, all liabilities for injury or death arising directly from the use of the Goods are expressly excluded;

18.1.4. the Buyer shall be responsible for arranging for testing and inspection of the Goods at the Company's premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit;

18.1.5. the Company's relevant published price list shall apply;

18.1.6. unless otherwise agreed in writing, payment of all amounts due to the Company shall be made by irrevocable letter of credit opened by the Buyer in favour of the Company or, if the Company has agreed in writing on or before acceptance of the Buyer's order to waive this requirement, by acceptance by the Buyer and delivery to the Company of a bill of exchange drawn on the Buyer payable at sight to the order of the Company at such branch of Royal Bank of Scotland (or alternative major UK clearing bank as may be specified by the Company from time to time) as may be specified in the bill of exchange or, such other payment method as mutually agreed in writing between the parties;

18.1.7. the Company reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate information or instructions.

  1. SALES OUTSIDE THE TERRITORY, BRAND GUIDELINES AND ONLINE GUIDELINES

19.1. The Company requires the Buyer to adhere to its Brand Guidelines as notified to it from time to time.

19.2. The Buyer shall not:

19.2.1. sell any Goods outside of the Buyer's Territory; and

19.2.2. sell any Goods within the Buyer's Territory where such Goods are intended for resale or distribution outside of the Buyer's Territory.

19.3. In the event that the Buyer re-sells Products to a wholesale or retail account, the Buyer shall include in their conditions of sale, a provision that:

19.3.1. Goods may not be sold outside of the Buyer's Territory;

19.3.2. Goods shall not be sold in the Buyer's Territory where such Goods are intended for resale or distribution outside of the Buyer's Territory; and

19.3.3. Goods may only be resold to accounts which meet the Company's brand guidelines and online guidelines as provided by the Company from time to time.

19.4. Any breach of this Condition 20 by the Buyer shall be deemed a material breach of the Contract.

  1. GENERAL

20.1. The headings in these Conditions are for convenience of reference only. They do not form part of the Contract and shall not affect its validity or construction.

20.2. The Buyer shall at all times:

20.2.1. comply with the Bribery Act 2010 together with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption in the jurisdiction in which it is incorporated and in all jurisdictions where it re-sells Goods; and

20.2.2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK.

20.3. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except that each party may disclose the other party's confidential information:

20.3.1. to its employees, officers, representatives 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 this Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Condition 20.3; and

20.3.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority

20.4. 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 this Contract.

20.5. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

20.6. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

20.7. The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

  1. GOVERNING LAW

The construction, validity and performance of all Contracts between the parties shall be governed by the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English Courts although this shall not limit the right of the Company to commence proceedings whether concurrently or not in any other jurisdiction the Company deems appropriate.

© Hunter Boot Limited, 2017

*These terms and conditions relate to B2B sales of Goods within Hunter's International trading territories which excludes UK & Ireland, EEA countries, USA, Canada and Japan – please see relevant country specific versions.