TentBox Dealer Terms and Conditions

This agreement sets out the terms on which Tentbox Limited, a company incorporated and registered in England and Wales with company number 10243845 whose registered office is at C/O Hatch Accountancy Ltd 19 Admirals Wharf, Lower Canal Walk, Southampton, England, SO14 3JQ (TentBox), will appoint the business whose details are set out on the “Dealer – Registration Form” (the Partner) (or such other place as required by TentBox), as its authorised dealer to sell the Products in accordance with the terms of this agreement.

By clicking on the “accept” button on the “acceptance page” the Partner agrees to these terms and conditions which will bind it.

Background

TentBox wishes to appoint the Partner as its non-exclusive reseller / dealer for the promotion and sale of the Products (as defined below), and the Partner wishes to promote and sell the Products on the terms of this agreement.

Agreed Terms

1. Interpretation

The following definitions and rules of interpretation apply in this agreement:

1.1 Definitions:

• Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• Commencement Date: the date on which the Partner accepts these terms and conditions.
• Contract Year: any 12-month period starting on the Commencement Date and on each anniversary of the Commencement Date.
• Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and Controls, Controlled and the expression change of Control shall be construed accordingly.
• Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the DPA 2018); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including the privacy of electronic communications).
• Delivery: completion of delivery of Products specified in an Order in accordance with clause 5.
• Delivery Date: the date agreed between the parties for delivery of Products subject to an Order.
• Delivery Location: the location for delivery agreed between the parties and specified in an Order.
• Order: an order for Products submitted by the Partner in accordance with clause 4.
• Products: the rooftop tents sold by TentBox under the Trade Marks, as are notified by TentBox to the Partner in writing from time to time, and any other products developed by TentBox and which TentBox may permit the Partner, by express notice in writing, to distribute.
• TentBox’s Standard Supply Terms: TentBox’s standard terms and conditions of supply as amended or revised from time to time.
• Term: the term of this agreement, as determined in accordance with clause 13.
• Trade Marks: the trade mark registrations and applications that TentBox may, by express notice in writing, permit or procure permission for, the Partner to use in respect of the Products.
• VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

1.2 Clause headings shall not affect the interpretation of this agreement. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.3 This agreement shall be binding on, and enure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

1.4 A reference to a statute or statutory provision is a reference to it 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.

1.5 A reference to writing or written includes email. Any obligation on a party not to do something includes an obligation not to allow that thing to be done. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Appointment

2.1 TentBox appoints the Partner as its non-exclusive dealer to market, purchase, distribute and resell the Products on the terms of this agreement, and the Partner accepts the appointment on those terms.

2.2 TentBox shall be free to:

2.3 The Partner shall buy the Products for its own account for resale under this agreement. The Partner shall place orders for Products in accordance with clause 4.

2.4 The Partner shall purchase the Products only from TentBox, and shall not for the Term or for the period of five years from the Commencement Date (whichever shall be the shorter) distribute or manufacture any goods which compete with the Products.

2.5 The Partner shall not (and shall not have any authority to):

2.6 The Partner shall not sell any Products through a sales agent or to a sub-distributor or reseller without the prior express written permission of TentBox. Where TentBox agrees to any such appointment, the Partner shall ensure that it enters into a written contract with such sales agent, sub-distributor or reseller on terms which provide at least the same level of protection to TentBox as set out in this agreement

2.7 The Partner shall not, without TentBox’s prior written consent, make any representations, warranties, promises or guarantees about the Products (including with respect to the specifications, features or capabilities of the Products) beyond those contained in the promotional material supplied by TentBox.

Partner’s undertakings

The Partner undertakes and agrees with TentBox that at all times during the Term it will:

3.1 use reasonable endeavours to promote and sell the Products and to expand the sale of the Products by all reasonable and proper means and not to do anything which may hinder or interfere with such sales;

3.2 employ a sufficient number of suitably qualified and trained personnel to ensure the proper fulfilment of the Partner’s obligations under this agreement;

3.3 provide reasonable after-sales support and customer service to customers who purchase the Products from the Partner including timely responses to customers’ general questions concerning use of the Products, and assistance to customers in the diagnosis and correction of problems encountered in using the Products;

3.4 submit written reports on request to TentBox, showing details of stock levels and movements, sales, spare parts, outstanding customer orders and orders placed by the Partner with TentBox that are still outstanding, and any other information relating to the performance of its obligations under this agreement that TentBox may reasonably require from time to time;

3.4 maintain, on its own account, an inventory of the Products so that it can supply all orders for Products received by it without delay;

3.6 keep full and accurate books of account and records clearly showing all enquiries, quotations, transactions and proceedings relating to the Products and allow TentBox, on reasonable notice during normal business hours, access to such accounts and records for inspection;

3.7 keep all stocks of the Products that it holds in conditions appropriate for their storage, and provide appropriate security for the Products, all at its own cost;

3.8 insure at its own cost with a reputable insurance company all stocks of the Products as are held by it against all risks which would normally be insured against by a prudent businessperson to at least their full replacement value and produce to TentBox on demand full particulars of that insurance and the receipt for the then current premium;

3.9 inform TentBox immediately of any change in Control of the Partner, and of any change in its organisation or method of doing business that might be expected to affect the performance of the Partner’s duties in this agreement;

3.10 inform TentBox immediately of any return made by customers of Products due to the Products being defective in any way (or of any claim of any defect in the Products), and provide all such reasonable information and assistance to TentBox in managing and rectifying the issue (including by returning the Product in question to TentBox on request), and taking all such steps as TentBox reasonably requires in order for the issue to be resolved;

3.11 manage any customer complaints in a polite, professional and appropriate manner and only refer complaints to TentBox where clause 10 applies;

3.12 bear the cost of all returns from customers relating to the Products except in respect of Products which TentBox is obliged to replace as defective in accordance with its warranty obligations; and

3.13 pay or ensure payment on the due date to TentBox of all sums due to TentBox for purchases made by the Partner of the Products from TentBox.

4. Placing Orders

4.1 The Partner may submit Orders to TentBox from time to time, in the manner and including all such information as TentBox reasonably requires and notifies to the Partner, and each Order shall at a minimum:

4.2 Each Order shall be deemed to be a separate offer by the Partner to purchase Products on the terms of this agreement, which TentBox shall be free to accept or decline at its absolute discretion. The Partner acknowledges that TentBox may supply other distributors or customers in priority to the Partner.

4.3 No Order shall be deemed to be accepted by TentBox until it indicates its acceptance in writing and issues an order number or (if earlier) TentBox notifies the Partner that the Order is ready for collection. Each Order shall be subject to the terms of, and form a part of, this agreement.

4.4 TentBox may make changes to the specifications of the Products, or discontinue any Product from manufacture and/or sale, in each case at any time and without notice.

4.5 Orders are not cancellable once accepted and TentBox shall have no liability and make no guarantee to the Partner that it shall have any of the Products ordered in stock at the time of the Order. If the Partner makes sales of the Products prior to placing an order with TentBox, it does so at its own risk.

5. Delivery

5.1 Delivery is completed when TentBox places the Order at the Partner’s disposal at the Delivery Location.

5.2 Delays in the delivery of an Order shall not entitle the Partner to:

TentBox shall have no liability for any failure or delay in delivering an Order to the extent that any failure or delay is caused by the Partner’s failure to comply with its obligations under this agreement.

5.3 If the Partner fails to take delivery of an Order on the Delivery Date, then, except where that failure or delay is caused by TentBox’s failure to comply with its obligations under this agreement:

5.4 Risk in the Products shall pass to the Partner on Delivery.

5.5 Title to the Products shall not pass to the Partner until TentBox receives payment in full (in cash or cleared funds) for the Products.

6. TentBox’s undertakings

6.1 TentBox agrees that at all times during the Term it shall:

6.2 TentBox shall not be liable for any defect in, or failure of, a Product where:

6.3 TentBox may agree to:

Product recall

7.1 If the Partner is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Products from the market (“Recall Notice”) it shall immediately notify TentBox in writing enclosing a copy of the Recall Notice.

7.2 Unless required by law, the Partner may not undertake any recall or withdrawal without the written permission of TentBox and only then in strict compliance with TentBox’s instructions about the process of implementing the withdrawal.

7.3 The Partner undertakes to maintain appropriate, up-to-date and accurate records to enable the immediate recall of any Products or batches of Products from the retail or wholesale markets. These records shall include records of deliveries to customers (including batch numbers, delivery date, name and address of customer, telephone number and email address).

7.4 The Partner shall give any assistance that TentBox shall reasonably requires to recall, as a matter of urgency, Products from the retail or wholesale market.

8. Prices and payment

8.1 The prices to be paid by the Partner to TentBox for the Products are to be TentBox’s list prices as notified to the Partner by TentBox from time to time.

8.2 TentBox shall give the Partner notice in writing of any increase in the prices for the Products.

8.3 Any and all expenses, costs and charges incurred by the Partner in the performance of its obligations under this agreement shall be paid by the Partner, unless TentBox has expressly agreed in advance in writing to pay such expenses, costs and charges.

8.4 Upon acceptance of an Order, TentBox shall invoice the Partner for the price of the Products ordered (together with delivery costs). The Partner shall pay the full amount invoiced to it by TentBox in pounds sterling immediately on receipt. TentBox shall not be obliged to effect delivery of the Products subject to any Order until the Partner has paid the price for the Products in full.

8.5 The Product prices are exclusive of amounts in respect of VAT. The Partner shall, on receipt of a valid VAT invoice from TentBox, pay to TentBox any additional amounts in respect of VAT as are chargeable on a supply of Products.

8.6 As between TentBox and the Partner, the Partner is solely responsible for the collection, remittance and payments of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the purchase, sale, importation, lease or other distribution of the Products.

8.7 All amounts due under this agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.8 If a party fails to make a payment due to the other party under this agreement by the due date, then, without limiting the other party’s remedies under clause 13, the defaulting party shall pay interest on the overdue sum at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%, from the due date until payment of the overdue sum, whether before or after judgment.

  9. Advertising and promotion

The Partner shall:

9.1 be responsible for the advertising and promotion of the Products provided its use of any advertising materials and promotional literature containing the Trade Marks or other references to the Products shall be subject to the prior written consent of TentBox;

9.2 observe all reasonable directions and instructions given to it by TentBox in relation to the promotion and advertisement of the Products to the extent that such promotions or advertisements refer to Products or otherwise use the Trade Marks, and shall not make any written statement as to the quality or design of Products without the prior written approval of TentBox;

9.3 conduct its business in a manner that reflects favourably at all times on TentBox and the good name, goodwill and reputation of TentBox; and

9.4 avoid deceptive, misleading or unethical practices that are, or might be, detrimental to TentBox, the Products or the public and shall not publish or employ, or co-operate in the publication or employment of, any false, misleading or deceptive advertising material or other representations with regard to TentBox or the Products.

10. Trade Marks

10.1 TentBox grants to the Partner the non-exclusive right to use the Trade Marks in the promotion, advertisement and sale of the Products, subject to, and for the duration of, this agreement. The Partner acknowledges and agrees that all rights in the Trade Marks shall remain with TentBox, and that the Partner has and will acquire no right in them by virtue of the discharge of its obligations or exercise of its rights under this agreement, except for the right to use the Trade Marks as expressly provided in this agreement.

10.2 The Partner shall market and sell the Products only under the Trade Marks, and not in association with any other trade mark, brand or trade name.

10.3 The Partner shall comply with all rules for the use of the Trade Marks issued by TentBox (including those set out in any trade marks manual issued by TentBox) and shall not, without the prior written consent of TentBox:

10.4 The Partner 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.

10.5 The Partner shall not do, or omit to do, anything in its use of the Trade Marks that could adversely affect their validity or reputation.

10.6 The Partner shall not, at any time during or within one year after termination of this agreement, in connection with any business similar to that of TentBox, adopt, use, obtain, register or try to register without the prior written consent of TentBox a word or symbol or a combination of the two similar to the Trade Marks.

10.7 The Partner shall immediately on request enter into any further agreements with TentBox, in a form satisfactory to TentBox, necessary for the recording, registration or safeguarding of TentBox’s rights in the Trade Marks or the marketing of the Products under the Trade Marks.

10.8 The Partner shall promptly give notice to TentBox in writing if it becomes aware of:

10.9 In respect of any matter that falls within clause 8:

10.10 The Partner shall not use the Trade Marks as part of the name under which the Partner conducts its business, or any connected business, or under which it sells or services any products, or in any other way, except as expressly permitted under this agreement.

10.11 Upon termination of this agreement for any reason, the Partner shall immediately stop using all or any part of the Trade Marks.

11. Compliance with laws and policies

11.1 The Partner shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

11.2 Each party shall comply with all the obligations imposed on it under the Data Protection Legislation.

11.3 The Partner shall give TentBox as much advance notice as reasonably possible of any prospective changes in any local laws and regulations that may apply to the sale of the Products.

12. Limitation of liability

12.1 The restrictions on liability in this clause 12 apply to every liability arising under or in connection with this agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.2 Nothing in the agreement limits any liability which cannot legally be limited, including liability for:

12.3 Subject to clause 12.2, TentBox’s total aggregate liability to the Partner under this agreement in any Contract Year, whether in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, shall be limited to the amounts paid by the Partner to TentBox under this agreement in that Contract Year.

12.4 Subject to clause 12.2, TentBox shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:

12.5 Terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.

13. Term and Termination

13.1 This agreement shall commence on the Commencement Date and shall continue until terminated in accordance with clause 2.

13.2 Without affecting any other right or remedy available to it, TentBox may terminate this agreement at any time for any reason, with immediate effect, by giving written notice to the Partner.

14. Consequences of termination

14.1 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

14.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

14.3 On termination or expiry of this agreement:

14.4 The termination or expiry of this agreement shall not of itself make TentBox liable to pay any compensation to the Partner, including compensation for loss of profits or goodwill.

14.5 Subject to clause 14.3, all other rights and licences of the Partner under this agreement shall terminate on the date of termination or expiry of this agreement.

14.6 TentBox may cancel any orders for Products placed by the Partner before termination or expiry of this agreement if delivery would fall due after termination or expiry, whether or not they have been accepted by TentBox. TentBox shall have no liability to the Partner in respect of such cancelled orders.

15. Confidentiality

15.1 Each party undertakes that it shall not at any time during the Term of this agreement, and for a period of five (5) years after termination of this agreement, 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 of companies to which the other party belongs, except as permitted by clause 15.2.

15.2 Each party may disclose the other party’s confidential information:

15.3 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 agreement.

16. Force majeure

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for four (4) weeks, the party not affected may terminate this agreement by giving seven (7) days’ written notice to the affected party.

17. Entire agreement

17.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

17.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

18. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19. Assignment and other dealings

19.1 TentBox may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement, provided that it gives prior written notice of such dealing to the Partner.

19.2 The Partner shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

20. Waiver

20.1 A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

20.2 A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

21. Severance

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this agreement is deemed deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

22. Notices

Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office 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 (deemed to be received when left at the relevant address), or sent by pre-paid first class post or other next working day delivery service (deemed to be received at 9.00 am on the second Business Day after posting), or by commercial courier (deemed to be received on the date and at the time that the courier’s delivery receipt is signed), or email (deemed to be received one Business Day after transmission). This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

23. Third party rights

Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

24. Partnership or agency

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

25. Counterparts

This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

26. Announcements 

No party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.

247. Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

28. Further assurance

At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement.

29. Governing law

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

30. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.