1. Definitions

1.1 When the following words are used in these Terms, they shall mean:

1.1.1 Force Majure Event: means any circumstance not within a party’s reasonable control including:

a) acts of God, flood, drought, earthquake, or other natural disaster;

b) epidemic or pandemic;

c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

d) nuclear, chemical or biological contamination, or sonic boom;

e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

f) collapse of buildings, fire, explosion, or accident;

g) non-performance by suppliers or subcontractors (other than by companies in the same

group as the party seeking to rely on this clause);

h) any labour or trade dispute, strikes, industrial action, or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);

i) interruption or failure of utility service.

1.1.2 Goods- the Goods We are selling you as set out in the Order;

1.1.3 Order- the Order provided to you outlining the Goods and/or Services you are receiving;

1.1.4 Services- the services We are providing to you as set out in the Order;

1.1.5 Terms- the terms and conditions set out in this document;

1.1.6 We/Our/us- Martin Wilkinson t/a Martin Wilkinson Master Saddler, The Flint Barn, Coursers Farm, Coursers Road, Colney Heath, St Albans, Hertfordshire, AL4 PG

2. Terms

2.1 These terms may have changed since you last reviewed them, We will not be liable for your failure to read these Terms on each Order you place with us. If you think there is a mistake please contact us to discuss it.

2.2 You can find everything you need to know about us at www.martinwilkinson.com before you place an order. We also confirm the key information to you in writing on your Order.

3. Entire Agreement

3.1 This agreement and the Terms constitute the entire agreement between us in relation to your purchase.

3.2 You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty made or given by us or on Our behalf which is not set out in these terms and that you have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

4. Order

4.1 Any quotation given by us shall not constitute an offer and shall be valid for 30 business days from its issue.

4.2 When you sign and submit the Order, this is an offer by you to purchase the Goods and Services under the Terms. This does not count as acceptance of the Order.

4.3 These terms will become binding upon both parties when We contact you to confirm that We will provide you with the Goods and/or Services or We start to provide them.

4.4 Sometimes We need to reject an Order, for example, if a product is out of stock, and We will inform you of this as soon as possible, and refund any sums paid and We will not process the Order.

4.5 If any of these Terms conflict with the Order, the details within the Order will take priority.

4.6 Any changes to the Order will be documented in writing and a new Order form will be provided.

5. Goods

5.1 A product’s images on the Website and within any catalogue or brochure are for illustration purposes only. Although We make every effort to display colours and Goods accurately, the true colours may not be an exact match.

5.2 Any samples, drawings, descriptive matter, or advertising produced by us and any descriptions or illustrations shown are produced for the sole purpose of giving an approximate idea of the Goods/Services and shall not form part of the Terms.

5.3 If We’re making or supplying the product to measurements you provide, you’re responsible for making sure those measurements are correct.

6. Services

6.1 We warrant to you that the Services will be provided using reasonable care and skill.

6.2 We will use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

7. Price and Payment

7.1 You must make payment of the price on the issue of the invoice, which can be done at any time after completion of delivery or the start of the supply of Services. For Goods this is payable on delivery or collection.

7.2 The price shall be that set out in the Order.

7.3 All prices exclude delivery costs, packaging, and insurance which will be added to the total amount due.

7.4 All prices are exclusive of VAT and you shall receive a VAT invoice from us on payment.

7.5 It is possible that Our Goods may be incorrectly priced, if this is the case We will contact you to take instructions before dispatch.

7.6 If We’re unable to collect any payment you owe us, We will charge interest on the overdue amount at the rate of 4% a year above the Bank of England base rate from time to time. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You pay us the interest together with any overdue amount.

7.7 We shall be entitled to a general lien on all Goods in Our possession including Goods you have paid for and Services sold to you under these Terms or any other Contract.

8. Set-Off

8.1 You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law).

9. Credit Card Payments

9.1 We will accept Credit Card payments but strictly on the basis that you will not apply for any chargeback without Our prior consent in writing and you will pay the sum equivalent to the chargeback to us.

9.2 You authorise us to notify the Credit Card company of this Agreement.

9.3 If you are unhappy with the Goods you will instead comply with the Dispute Resolution procedure.

10. Delivery of Goods

10.1 Timescales for delivery will be dependent upon availability and your location. We will contact you with an estimated delivery date as soon as possible.

10.2 Delivery will be completed when We deliver the Goods to the address you have told us on the Order and the Goods will be at your risk from that time.

10.3 We shall not be liable for any Force Majeure Event of your failure to provide adequate delivery instructions.

10.4 Goods are at your responsibility and risk from completion of Delivery under Clause 10.2.

10.5 Goods are under your ownership once We have received payment in full.

10.6 If We fail to deliver the Goods, Our liability shall be limited to the costs and expenses incurred by you in obtaining replacement goods of similar description, less the price of the Goods, other than under clause 9.

10.7 If you fail to take delivery of the Goods within ten business days of us notifying you that they are ready, except for a Force Majeure Event, delivery is deemed to be at 9:00 am on the tenth business day, and We shall charge you for storage until actual delivery takes place.

10.8 If 20 business days have passed We may resell or destroy goods that have not been delivered.

11. No international delivery

11.1 Unfortunately, We do not deliver to addresses outside the UK.

11.2 You may place an order for Goods from outside the UK, but this order must be for delivery to an address in the UK.

12. Risk and Title

12.1 If full payment has been made before delivery title shall pass on delivery.

12.2 In any other case, title shall not pass until payment has been received in full (cash or cleared funds) for the Goods and any other Goods and/or Services supplied where payment has become due.

12.3 Until title passes to you, you shall:

a) Store the Goods separately from other Goods held by you so they are easily identifiable;

b) Not remove, deface, or obscure any identifying mark or package;

c) Maintain the Goods in satisfactory condition and keep them insured;

d) Notify us immediately if you have financial difficulties;

e) Not sell or transfer the Goods;

f) Give us such information about the Goods as We may require from time to time.

13. Saddle Fitting

13.1 When undertaking a saddle fitting We shall follow Our procedure incorporating a width, longitudinal, and rear saddle measure.

13.2 We will not accept goods being rejected under this clause until an opportunity for adjustments has been provided. Please contact us directly to arrange this.

13.3 On a flock filled saddle, within the first three months after fitting, and where the horse’s shape has not changed, We will carry out a first adjustment at the cost of travel and out-of-pocket expenses only.

13.4 For any subsequent adjustments, or first adjustments that do not fall under 8.1, you will pay Our reasonable costs for attendance, in addition to the cost of travel and out-of-pocket expenses.

13.5 If you remain unhappy after a further adjustment, you will not reject them unless We agree in writing they are unsuitable or you may submit the dispute to the Society of Master Saddlers.

14. Our Requirement to Complete the Services

14.1 We will use all reasonable endeavours to provide the Services in a timely manner.

14.2 You will be responsible for providing us access to your premises and other facilities We may reasonably require to carry out the Services.

14.3 You are responsible for providing all such information and materials We may reasonably require and notify you of to facilitate the Services.

14.4 You will prepare your premises and where appropriate your horse, into a clean condition for the supply of the Services.

14.5 You may be required to pay additional costs incurred if 14.1 to 14.4 are not complied with.

15. Our warranty for the goods

15.1 The Goods are intended for Use only in the UK. We do not warrant that the Goods comply with the laws, regulations, or standards outside the UK.

15.2 We provide a warranty that on delivery, the Goods shall:

a) subject to Clause 6, conform in all material respects with their description; and

b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

c) be fit for any purpose held out by us.

15.3 Subject to Clause 15.4, if:

a) 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 125.2;

b) We are given a reasonable opportunity to examine the Goods; and

c) 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.

15.4 We will not be liable for breach of the warranty set out in clause 15.2 if:

a) you make any further Use of the Goods after giving notice to us under clause 15.3;

b) the defect arises as a result of us following any drawing, design, or specification supplied by you;

c) you alter or repair the Goods without Our written consent;

d) the defect arises as a result of fair wear and tear, wilful damage, negligence, abnormal storage or working conditions; ore) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

15.5 We will only be liable to you for the Goods’ failure to comply with the warranty set out in Clause 15.2 to the extent set out in this Clause 15.

15.6 Except as expressly stated in these Terms, 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 these Terms 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.

15.7 These Terms also apply to any repaired or replacement Goods supplied by us to you.

16. Third-party Manufacturer

16.1 The Goods come with a manufacturer’s guarantee which is provided with the Goods.

16.2 This guarantee is in addition to your legal rights to the Goods if they are faulty or not described.

17. Dispute Resolution Procedure

17.1 Any allegation by you relating to the quality or fitness of the goods shall as soon as practicable be submitted for mediation to the Society of Master Saddles whose decision will be binding.

17.2 Both parties will use all reasonable endeavours to comply with Clause 17.1 and will attempt mediation before Court Proceedings are issued.

17.3 Either party may refer a matter to mediation and each will comply promptly with reasonable requests of the said society.

18. Liability

18.1 We shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and 

18.2 Our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 100 percent (100% of) the total sums paid by you for products under such contract.

18.3 We have no liability for any losses that are:

1. Unexpected. It was not obvious that it would happen and nothing you said to us before We accepted your order meant We should have expected it (so, in the law, the loss was unforeseeable).

2. A Force Majeure Event. As long as We have taken the steps set out in the section We’re not

responsible for delays outside our control.

3. Avoidable. Something you could have avoided by taking reasonable action.

18.4 Nothing in these Terms limits or excludes Our liability for:

(a) death or personal injury caused by Our negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

(d) any other liability that cannot be limited or excluded by law.

19. Force Majure

If Our supply of your product is delayed by a Force Majure event, We will contact you as soon as possible to let you know and do what We can to reduce the delay. We will not be liable or responsible

for any such delay. As long as We contact you, We won’t compensate you for the delay, but if the delay is likely to be substantial you can contact Our Customer Service Team at sales@martinwilkinson.com to

end the contract and receive a refund for any products you have paid for in advance, but not received.

20. Termination

20.1 Without limiting any of Our other rights, We may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:

a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 10 days of you being notified in writing to do so;

b) you fail to pay any amount due under the Contract on the due date for payment;

c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

d) your financial position deteriorates to such an extent that in Our reasonable opinion your capability to adequately fulfill your obligations under the Contract has been placed in jeopardy;

e) you suspend, or threaten to suspend, payment of debts or you are unable to pay debts as they fall due or admit inability to pay its debts or (being a company or limited liability partnership) is deemed

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”;

f) you commence negotiations with all or any class of your creditors to reschedule any of its debts, or make a proposal for or enter into any compromise or arrangement with any of its creditors;

g) you apply for or obtain a moratorium under Part A1 of the Insolvency Act 1986;

h) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed over you;

i) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of your assets

j) any event occurs, or proceeding is taken, concerning the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 10.1 (e) to (i).

20.2 Termination of the Contract shall not affect Our rights or your rights and remedies that have accrued as at termination.

20.3 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.

21. Further Important Terms

Assignment and transfer.

(a) We may assign or transfer Our rights and obligations under the Contract to another entity but will always notify you in writing if this happens.

(b) You may only assign or transfer your rights or your obligations under the Contract to another person if We agree in writing.

Variation

Any variation of the Contract only has an effect if it is in writing and signed by you and us (or Our respective authorised representatives).

Waiver

If We do not insist that you perform any of your obligations under the Contract, 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.

Severance

Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

Third-party rights.

The Contract is between you and us. No other person has any right to enforce any of its terms.

Governing law and jurisdiction.

The Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.

22. Contact Details

22.1 We operate as a sole trader established in England and Wales.

22.2 Our address is Coursers Farm, Coursers Road, Colney Heath, St Albans, Herts AL4 0PG.

22.3 You can contact us by telephoning Our customer service team at 01727 821020 or by emailing us at sales@martinwilkinson.com.

22.4 How We Use Your Information is set out in our Privacy Notice: www.martinwilkinson.com