Definitions:
- Sterling Essentials/MAVRIK equine, hereafter referred to as “Seller”.
- Retailer, third party, or other entity purchasing goods from Seller, hereafter referred to as “Buyer”.
- Seller and Buyer collectively hereafter referred to as “the parties”.
*Sterling Essentials is a wholly owned brand name of MAVRIK equine.
Acceptance:
By opening an account and/or placing an order with Seller, Buyer agrees to all Terms and Conditions. Terms and Conditions are subject to change by Seller at will and with immediate effect without notice.
Independent Purchaser Status:
Buyer is considered an independent purchaser and dealer of Seller’s products. Buyer is not and shall not be considered an agent or legal representative of Seller for any purpose, and neither Buyer nor any director, officer, agent, or employee of Buyer shall be, or be considered, an agent or employee of Seller. Buyer is not granted and shall not exercise the right or authority to assume or create any obligation or responsibility, including, without limitation, contractual obligations and obligations based on warranties or guarantees on behalf of or in the name of Seller.
Pricing:
All pricing, fees, and rates are subject to change without notice. Seller is not responsible for any typographical errors or omissions. All pricing is in US Dollars (USD) unless explicitly shown otherwise (and approved by Seller) and does not include any taxes, duties, tariffs, or other fees.
Export Territory:
Products shall only be physically present in or shipped to countries approved by Seller in writing. Buyer shall not possess or export products to an unapproved country. Seller reserves the right to change the list of approved countries at any time and without notice, and Buyer shall immediately comply with any changes upon receiving notice from Seller of the changes. Seller shall have the right to pursue legal action for the unapproved export and possession of any products and recover for all economic and non-economic damages. This Export Territory clause shall survive termination of this agreement.
Payment:
Payment is due at point of sale and prior to shipping. Payment shall be made electronically via the method(s) Seller explicitly approves and makes available at point of sale. Shipping expense will be included.
Currency:
All monetary values shall be listed in USD or other currency explicitly approved by Seller. All quotes, payments, or other monetary transactions shall be made in USD or other currency explicitly approved by Seller.
Minimum Order:
A minimum order amount is not required.
Free Shipping:
If Seller offers free shipping, only orders with a subtotal over the specified order value threshold may qualify. Subtotal must meet or exceed the threshold after all other applicable discounts are applied. Free shipping excludes all customs and import/export fees, taxes, and costs.
Multiple Locations: If shipping to multiple locations in a single order, the subtotal for EACH location must meet the subtotal threshold in order to qualify.
The shipping tool may not automatically calculate this, so you may be offered free shipping prematurely if your order subtotal is below the multiple shipping location threshold. You will be contacted and your order cancelled if this occurs.
For example, if the qualifying subtotal threshold is $300 and a single order is shipping to two locations, then the order subtotal must be at least $600 with at least $300 shipping to location 1 and at least $300 shipping to location 2 in order to qualify.
Shipping:
Delivery shall be made CIP Sterling Essentials, Incoterms 2020.
Method of shipment is at Seller’s discretion.
[USA buyers only - Buyer may request in writing that Seller ship using Buyer’s specific carrier account.]
Order processing and packing times are approximately as follows, are not guaranteed, and are subject to change without notice:
- USA, Mexico, Canada, UK, Australia, New Zealand, Norway order – typically ship within 1-2 business days from Seller’s USA headquarters.
Seller makes no guarantee on shipment delivery times and is not responsible for any delays or non-delivery. Buyer shall provide Seller with all necessary information to facilitate shipment and/or export/import, including but not limited to Buyer’s national business identification number and shipping carrier account number(s) if applicable.
In the event of non-delivery return of shipment to Seller, Seller shall either reship goods at Buyer’s expense or issue Buyer a refund for the invoice price of goods returned in original condition, less any shipping and non-delivery costs, based on Buyer’s preference. Shipping costs, insurance, taxes, and any other applicable fees for the original shipment shall not be refunded. Buyer shall be invoiced for applicable reshipment costs if Buyer elects reshipment.
Data:
Buyer agrees that Seller may add Buyer’s contact information to Seller’s newsletter or e-newsletter mailing list. Buyer may opt out of receiving the newsletter or e-newsletter at any time.
Notwithstanding the Confidentiality clause below, the Buyer’s information and status as a dealer of Seller’s products, including but not limited to contact information and store name, city, and country, is not confidential and Seller may use such information for advertising and marketing purposes.
Acceptance of Goods by Buyer:
Buyer’s retention of goods for more than forty-eight hours after delivery to designated place of delivery (refer to Shipping clause) will constitute a final and irrevocable acceptance of the goods. Any claims for short shipment must be made within forty-eight hours of delivery.
Returns and Exchanges:
Returns - Buyer is responsible for return shipping costs, including all insurance, customs, duties, taxes or other applicable fees. Buyer shall be subject to a restocking fee of 25% of the invoice price of the returned item(s). If the item is not returned in its original condition, buyer is responsible for any loss in value.
Exchanges - Buyer is responsible for return shipping costs for the original item, including all insurance, customs, duties, taxes or other applicable charges. Buyer shall be subject to a restocking fee of 25% of the invoice price of the returned item(s). If the item is not returned in its original condition, buyer is responsible for any loss in value. New items shall be shipped in accordance with the shipping terms above.
Damage:
Seller is not responsible for damaged product. Refer to terms of the Shipping clause. In the event of shipment loss or damage during transit while the shipment is in the carrier’s care, Buyer may request Seller to file a shipping insurance claim. Buyer shall retain all shipping materials and packaging and shall provide Seller with all information Seller requests in order to assist with the claim, including, but not limited to, written testimony, photos, video, or other documentation. Buyer shall also present shipment to the carrier for inspection if required as part of the claims process. Upon claim approval by the insurer, Seller shall reship the lost or damaged products to Buyer.
In the event of any loss, damage, delivery delay, or other occurrence not covered by the insurance coverage of the Shipping clause, or for any unapproved claim, Seller recommends Buyer contact Buyer’s insurance provider to file a claim. At Seller’s discretion Seller may provide replacement parts or products.
Defect:
If any product purchased under this agreement proves defective within thirty days from date of receipt by Buyer, Buyer must notify seller in writing of the defect within fifteen days of discovery of the defect and must establish that the product has been properly stored and used. Seller will review notification and may require Buyer to provide further information including, but not limited to, photos, video, or other documentation. If Seller concludes a defect occurred Seller may, at Seller’s option, repair or replace the goods free of charge, or apply a credit for the invoice price of the defective item to the Buyer’s next order. In no event shall the Buyer return materials without obtaining Seller’s prior written consent.
Warranties and Disclaimers:
Seller warrants title to the products. Seller warrants that for a period of thirty days from the date of purchase that all products manufactured by Seller shall be free from defects in material and workmanship. Seller makes no warranty, express or implied, as to merchantability, fitness for a particular purpose, non-infringement, time of delivery, or any other matter. Any warranties in this agreement extend only to Buyer.
Limit of Liability:
Seller’s liability for any and all losses or damages arising out of any claims related to the goods sold by any purchaser or user of the goods shall be limited to the actual amounts paid by Buyer for such goods. All claims related to the goods shall be deemed waived unless made in writing and delivered to Seller within the time periods specified above.
Indemnification:
Buyer agrees to indemnify and hold Seller, its officers, directors, employees, successors, agents, and assigns harmless against all losses, damages, or expenses of whatever form or nature, including attorney’s fees and other costs of legal defense, whether direct or indirect, which Seller may sustain or incur as a result of any acts or omissions of the Buyer or any of its directors, officers, employees, or agents, including but not limited to, (i) breach of any provisions of this agreement, (ii) negligence or other tortuous conduct, (iii) representations, warranties, or statements not specifically authorized by Seller herein or otherwise in writing, or (iv) violations by Buyer (or any of its directors, officers, employees, or agents) of any applicable law, regulation, or order in the export territory or of the United States.
Confidentiality:
All communications between the parties are confidential and may not be shared without express written permission from the other party. The parties shall have the right to pursue legal action for the unauthorized disclosure of any confidential information, including but not limited to trade secrets, and recover all economic and non-economic damages. The obligations not to disclose confidential information shall survive any term of this agreement, and confidential information shall not be disclosed at any time as long as it remains confidential.
Protection of Trade Secrets:
The parties agree to protect any trade secrets disclosed by the other party. Buyer shall not reverse engineer or replicate Seller’s products. Buyer agrees to cooperate and assist Seller in protection of Seller’s confidential and trade secret information and shall inform Seller immediately of any infringements or other improper action with respect thereof which comes to the attention of the Buyer. For trade secrets all obligations hereunder shall be perpetual, survive any term of this agreement, and shall be protected to the fullest extent by all applicable law.
Trademarks and Trade Names:
Seller may utilize Buyer’s name, logo, trademark, or similar for business purposes, such as advertising, marketing, and the promotion of Seller’s products.
Buyer may identify itself as an authorized buyer of Seller and may utilize Seller’s name, as well as any Seller provided logo and trademark, for purposes relating to promoting, displaying, and selling the product.
Buyer will not alter or remove any of Seller’s trademarks affixed to or otherwise contained on or within the products. Nothing contained in this agreement will grant or will be deemed to grant to Buyer any right, title, or interest in or to Seller’s trademarks, copyrights, trade secrets, or other confidential and proprietary information. At no time during or after the term of this agreement will Buyer challenge or assist itself or others to challenge Seller’s trademarks (except to the extent expressly required by applicable law) or the registration thereof or attempt to register any of Seller’s trademarks or marks or trade names that are confusingly similar to those of Seller. Upon termination of this agreement, Buyer will immediately cease to use all Seller trademarks and any listing by Buyer of Seller’s name in any directory, public record, or elsewhere, must be removed by Buyer as soon as possible, but in any event not later than the subsequent issue of such publication.
Non-Disparagement:
The parties agree not to disparage, insult, malign, misrepresent, or cast aspersions about the other party.
Choice of Law and Venue:
Buyer and Seller agree that this contract is governed by and construed by the laws of the United States of America and the State of Oregon. The parties agree that all disputes shall be resolved exclusively in state or federal court in Deschutes County, Oregon, United States of America.
Disputes:
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration before a single arbitrator selected by mutual agreement of the parties. The arbitration hearing shall take place in Portland, Oregon, United States of America, before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Oregon law and rules of procedure shall apply to the arbitration proceedings. Each party to the arbitration shall be responsible for payment of its own expenses and the parties will share the expense of the arbitrator equally. In the event that Buyer is a resident of a country other than the United States of America, enforcement of the arbitrator’s decision shall be in accordance with the Convention of the Recognition and Enforcement of Foreign Arbitral Awards.
Termination:
Both Seller and Buyer may terminate this agreement at will without notice.
Upon termination, all indebtedness of Buyer to Seller shall become immediately due and payable without further notice or demand, which is hereby expressly waived, and Seller shall be entitled to reimbursement for any reasonable attorney’s fees that it may incur in collecting or enforcing payment of such obligation.
Seller shall have no obligation to repurchase or to credit Buyer for its inventory of the products at the time of termination of the agreement. Buyer’s sole remedy for termination is the right to sell such inventory and shall be in lieu of all other claims that Buyer may have against Seller as a result thereof. Under no circumstance shall Seller be liable to Buyer by reason of termination of this agreement for compensation or damages for:
- Loss of prospective compensation;
- Lost profits;
- Goodwill or loss thereof; or
- Expenditures, investments, leases or any type of commitment made in connection with the business of such party or in reliance on the existence of this agreement.
Entire Agreement:
This agreement contains the entire agreement among the parties with respect to the matters set forth herein and expressly supersedes any prior arrangements, agreements, understandings, or discussions, whether written or oral, between the parties.
Notices:
All notices under this agreement shall be in English and shall be in writing and addressed to the assigned representatives of the parties, or their designated representative(s). Notices will be deemed given when sent.
Force Majeure:
Neither party shall be in default under this agreement by reason of any failure or delay in the performance of any obligation under this agreement where such failure or delay arises out of any cause beyond the reasonable control and without the fault or negligence of the party. Such causes shall include, without limitation: storm; flood; other acts of nature; fire; explosion; riots; war or civil disturbance; strike or other labor unrest; embargos; tariffs or other government actions or regulations which would prohibit either party from ordering or furnishing products or payment under this agreement; delays in transportation; inability to obtain necessary labor, supplies, or manufacturing facilities.
Severability:
In the event any provision or portion of a provision of this agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such void or unenforceable provision or portions thereof shall be deemed modified to the extent necessary to render the provision reasonable and enforceable or, if necessary, severed, which act shall not affect the validity of any other provision or the remaining portion of a provision of this agreement.
No Assignment:
Neither party may delegate, assign, or otherwise transfer its obligations or rights in this agreement without prior written consent of the other party.
Language:
The English language version of this agreement shall govern and control any translations of the agreement into any other language.
Waiver:
Buyer agrees that the failure or delay of Seller at any time to exercise any right, power, or privilege under this agreement shall not operate as a waiver thereof, nor will it waive Seller’s right to exercise any right, power, or privilege under this agreement at any time.
Compliance:
Buyer shall be fully responsible for complying with all applicable laws and regulations which govern or affect the fulfillment and execution of this agreement and the ordering, export, shipment, payment, import, sales, delivery, or redelivery of products in the export territory.
Buyer agrees to comply with all applicable US export and re-export control laws and regulations, including but not limited to the Foreign Corrupt Practices Act and Export Administration Regulations.
Buyer will not engage in any course of conduct which, in Seller’s reasonable belief, would cause Seller to be in violation of the laws of any jurisdiction. Buyer agrees to hold Seller harmless, defend, and indemnify for any and all such violations.
This Compliance clause shall survive termination or cancellation of this Agreement.
U.S. Export Regulations Destination Control:
Goods are controlled by the U.S. Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items without first obtaining approval from the U.S. Government or as otherwise authorized by U.S. law and regulations.
Privacy:
Information We Collect
To fulfill your order, you must provide us with certain information (which you authorized by placing an order, joining our subscriber list, or similar), such as your name, email address, postal address, payment information, phone number, and the details of the product that you’re ordering. You may also choose to provide us with additional personal information if you contact us directly, such as for a special order or special delivery instructions.
Why We Need Your Information and How We Use It
We rely on a number of legal bases to collect, use, and share your information, including:
- as needed to provide our services, such as when we use your information to fulfill your order, to settle disputes, or to provide customer support;
- when you have provided your affirmative consent, which you may revoke at any time, such as by signing up for our mailing list;
- if necessary to comply with a legal obligation or court order or in connection with a legal claim, such as retaining information about your purchases if required by tax law; and
- as necessary for the purpose of our legitimate interests, if those legitimate interests are not overridden by your rights or interests, such as 1) providing and improving our services. We use your information to provide the services you requested and in our legitimate interest to improve our services; and 2) compliance with the our trusted third party sellers and their terms of Use. We use your information as necessary to comply with our obligations under the our trusted third party seller’s policies.
Information Sharing and Disclosure
Information about our customers is important to our business. We share your personal information for very limited reasons and in limited circumstances, as follows:
- Service providers. We engage certain trusted third parties to perform functions and provide services to our business, such as sales marketplaces and warehousing and delivery companies. We will share your personal information with these third parties, but only to the extent necessary to perform these services.
- Business transfers. If we sell or merge our business, we may disclose your information as part of that transaction, only to the extent permitted by law.
- Compliance with laws. We may collect, use, retain, and share your information if we have a good faith belief that it is reasonably necessary to: (a) respond to legal process or to government requests; (b) enforce our agreements, terms and policies; (c) prevent, investigate, and address fraud and other illegal activity, security, or technical issues; or (d) protect the rights, property, and safety of our customers, or others.
Data Retention
We retain your personal information only for as long as necessary to provide you with our services and as described in our Privacy Policy. However, we may also be required to retain this information to comply with our legal and regulatory obligations, to resolve disputes, and to enforce our agreements.
Transfers of Personal Information Outside the EU
We may store and process your information through third-party hosting services in the US and other jurisdictions. As a result, we may transfer your personal information to a jurisdiction with different data protection and government surveillance laws than your jurisdiction. If we are deemed to transfer information about you outside of the EU, we rely on Privacy Shield as the legal basis for the transfer, as ShipStation is Privacy Shield certified.
Your Rights
If you reside in certain territories, including the EU, you have a number of rights in relation to your personal information. While some of these rights apply generally, certain rights apply only in certain limited cases. We describe these rights below:
- Access. You may have the right to access and receive a copy of the personal information we hold about you by contacting us using the contact information below.
- Change, restrict, delete. You may also have rights to change, restrict our use of, or delete your personal information. Absent exceptional circumstances (like where we are required to store data for legal reasons) we will generally delete your personal information upon request.
- Object. You can object to (i) our processing of some of your information based on my legitimate interests and (ii) receiving marketing messages from us after providing your express consent to receive them. In such cases, we will delete your personal information unless we have compelling and legitimate grounds to continue using that information or if it is needed for legal reasons.
- Complain. If you reside in the EU and wish to raise a concern about our use of your information (and without prejudice to any other rights you may have), you have the right to do so with your local data protection authority.
How to Contact Us
For purposes of EU data protection law, we, Sterling Essentials, LLC, are the data controller of your personal information. If you have any questions or concerns, you may contact us at customerservice@sterling-essentials.com.
For Educational And Informational Purposes Only:
As set forth more fully in the Disclaimer, the information contained on this Website and the resources available for download through this Website are for educational and informational purposes only. The information contained on this Website and the resources available for download through this Website is not intended as, and shall not be
understood or construed as legal, financial, tax, medical, health, or any other professional advice.
Accuracy And Personal Responsibility:
As set forth more fully in the Disclaimer, we have done our best to ensure that the information provided on this Website and the resources available for download are accurate and provide valuable information, but we cannot guarantee the accuracy of the information. Neither the Company nor any of its owners or employees shall be held liable or responsible for any errors or omissions on this Website or for any damage you may suffer as a result of failing to seek competent advice from a professional who is familiar with your situation.
By using this Website, you accept personal responsibility for the results of your actions. You agree to take full responsibility for any harm or damage you suffer as a result of the use, or non-use, of the information available on this Website or the resources available for download from this Website. You agree to use judgment and conduct due diligence before taking any actions or implementing any plans or policy suggested or recommended on this Website.
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