1. WHAT'S IN THESE TERMS?
1.1. These terms and conditions (Terms) set out the terms which all retailers participating in our loyalty scheme (Scheme) must comply and the terms on which we agree to replace any complimentary products supplied to customers as part of the Scheme.
1.2. These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
1.3. A reference to writing or written in these Terms excludes fax but not email.
1.4. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2. WHO WE ARE AND HOW TO CONTACT US
2.1. The Scheme is operated by Forthglade Foods Ltd (we, us, our), a limited company registered in England and Wales with company number 07781711 and registered office at Woodwater House, Pynes Hill, Exeter, Devon, United Kingdom, EX2 5WR.
2.2. You can contact us about the Scheme by emailing us at loyalty@forthglade.com
3. ACCEPTANCE OF THESE TERMS AND JOINING THE SCHEME
3.1. To join the Scheme, retailers must first send us a request to participate in the Scheme by emailing loyalty@forthglade.com. Acceptance of your request to participate in the Scheme is at our sole discretion.
3.2. Participating retailer's must:
3.2.1. be UK based with at least one physical store;
3.2.2. if applicable, meet the minimum level of distribution for Forthglade dry SKU’s (as outlined at the end of these Terms); and
3.2.3. have been accepted to join the Scheme by Forthglade and have received a Scheme starter pack from us.
3.3. On acceptance of a retailer's request to participate in the Scheme, we will supply the retailer with a Scheme starter pack free of charge. Starter packs are subject to availability and whilst we will use reasonable endeavours to supply starter packs promptly, we cannot guarantee time for supply.
3.4. Participating retailers may offer the Scheme to customers only once they have received their starter pack.
3.5. By signing these Terms or performing any act consistent with participating in the Scheme (including offering the Scheme to customers), you confirm that you accept these Terms and that you agree to comply with them.
4. CUSTOMER ELIGIBILITY
4.1. You must only offer the Scheme to eligible customers. To be eligible for the Scheme a customer must:
4.1.1. be a UK resident and aged 14 or over;
4.1.2. be a consumer customer; and
4.1.3. purchase a qualifying product (as described below) from you in-store.
4.2. Qualifying products are 2kg, 6kg and 10kg bags of Forthglade cold pressed or lightly baked dry dog food.
4.3. Once a Scheme loyalty card has been issued to a customer, only purchases of qualifying products by the same customer shall count towards the Scheme (and be eligible to receive a signature). A qualifying purchase is any purchase by the customer of the same qualifying product (being of the same size and of the same range as the original purchase for which the Scheme loyalty card was issued) prior to the Scheme End Date (described below). All qualifying purchases under a Scheme loyalty card must be made at the same retail outlet.
5. ABOUT THE SCHEME
5.1. The Scheme applies to in-store purchases of qualifying products only.
5.2. When an eligible customer purchases a qualifying product from a participating retail outlet they may opt to receive a Scheme loyalty card.
5.3. Every time the customer subsequently makes a qualifying purchase the retailer will sign and date their loyalty card. One signature may be given per qualifying purchase (one per qualifying product). The retailer must attach a copy of the receipt to the loyalty card as proof of purchase.
5.4. Once the customer has made seven qualifying purchases and collected seven signatures on their Scheme loyalty card in accordance with these Terms, they will be entitled to receive one bag of the same Forthglade product free of charge from the retailer (complimentary product). The customer may claim their complimentary product at the time of their seventh qualifying purchase or on a subsequent visit to store.
5.5. We will then supply the retailer with replacement stock to replace the complimentary product supplied to the customer at no cost to the retailer.
5.6. The Scheme is provided to customers subject to the Customer Terms and Conditions appended to these Terms.
5.7. Subject to earlier termination by us pursuant to clause 9.8, the Scheme shall run until 31 May 2027 on which date it shall automatically terminate (the Scheme End Date).
6. YOUR RESPONSIBILITIES
6.1. As a participating retailer, you must:
6.1.1. where applicable, meet the minimum level of distribution for Forthglade dry SKU’s (as outlined at the end of these Terms);
6.1.2. offer every eligible customer who purchases a qualifying product from you in-store a Scheme loyalty card and make the customer aware that the Scheme is provided subject to the Customer Terms and Conditions (as set out in the Appendix to these Terms);
6.1.3. each time the customer subsequently makes a qualifying purchase, offer to sign and date their Scheme loyalty card;
6.1.4. each time you sign and date the customer's Scheme loyalty card, retain a copy of the relevant purchase receipt. You must make copies of such receipts available to the customer on their request;
6.1.5. once the customer has made seven qualifying purchases and collected seven signatures, offer the customer a complimentary product (obtainable after their seventh qualifying purchase or on a subsequent visit to store) and, if accepted, supply the complimentary product to the customer from stock held by you; and
6.1.6. after supplying the customer with the complimentary product, collect the completed Scheme loyalty card from the customer and retain it alongside all relevant purchase receipts. The Scheme loyalty card should include your store name.
7. REPLACEMENT STOCK
7.1. As part of the Scheme we agree to replace free of charge every complimentary product validly supplied to a customer under the Scheme by a participating retailer.
7.2. To receive replacement stock, you must send us via post at Forthglade Foods Ltd, Dartmoor View, Okehampton, Devon, EX20 1GH, copies of the customer's completed Scheme loyalty card, together with copies of the receipts for each qualifying purchase. Completed Scheme loyalty cards must include your store name, and receipts must clearly state the type and size of qualifying product purchased, together with the purchase date.
7.3. On receipt of the completed Scheme loyalty card and copies of all relevant purchase receipts, we will supply one item of stock to you free of charge to replace the complimentary stock supplied to the customer pursuant to clause 6.1.6. All stock is supplied in accordance with the Forthglade Loyalty Scheme Retailer Terms & Conditions
7.4. Before providing a complimentary product to a customer, you must carefully check that the customer has supplied a valid and complete loyalty card and valid receipts for each eligible purchase. You are responsible for collecting these from the customer for the purpose of claiming replacement products from us. We shall not be liable to you if you issue a complimentary product to a customer and we subsequently reject your claim to receive a replacement product because the loyalty card and receipts you have supplied to us are incomplete or invalid.
7.5. We will use reasonable endeavours to supply replacement stock within 31 days of receiving the relevant completed Scheme loyalty card, however, time for delivery shall not be of the essence. We shall be responsible for the costs of delivery of replacement stock.
7.6. You may only claim replacements in respect of complimentary products supplied by you under the Scheme from your store, as named on the relevant Scheme loyalty card.
7.7. We agree to supply replacement stock only. Such replacement is not transferable and you shall not be entitled to reimbursement for complimentary products by way of alternative.
7.8. Whilst we will use reasonable endeavours to replace complimentary stock supplied to customers pursuant to clause 6.1.5 with a like-for-like replacement (to the complimentary product supplied to the customer), in the event that like-for-like products are unavailable, we reserve the right to supply substitute Forthglade products (provided such substitute product supplied is of equal or greater value to the product claimed).
7.9. We reserve the right to reject a replacement claim should we, acting reasonably, deem a completed Scheme loyalty card or any receipt to be invalid, have been tampered with, duplicated, damaged or we otherwise suspect the claim to be fraudulent or we have reason to believe you have acted in breach of these Terms.
7.10. The Scheme shall terminate on 31 May 2027. All claims for replacement stock must be made within 60 days of the Scheme End Date.
8. TERMINATION
8.1. We reserve the right to withdraw the Scheme at any time and for any reason provided we give you not less than six weeks' notice of such withdrawal.
8.2. You may cease to participate in the Scheme at any time by notifying us in writing.
8.3. Without limiting our other rights or remedies, we may terminate your participation in the Scheme and this agreement with immediate effect by giving written notice to you if:
8.3.1. you commit a material breach of these Terms and (if such a breach is remediable) you fail to remedy that breach within 14 days of being notified in writing to do so;
8.3.2. you fail to pay any amount due to us (including under any other agreement between us) on the due date for payment;
8.3.3. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
8.3.4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
8.3.5. your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to these Terms is in jeopardy.
8.4. On the termination or expiry of the Scheme or this agreement between us, you will immediately cease to offer the Scheme to customers. You must not sign any customer's Scheme loyalty card in respect of a qualifying purchase after termination or expiry of the Scheme or this agreement between us.
8.5. Expiry or termination of this agreement or the Scheme, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry.
8.6. Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after expiry or termination of this agreement or the Scheme shall remain in full force and effect.
9. LIMITATION OF LIABILITY
9.1. Nothing in these Terms limits any liability for:
9.1.1. death or personal injury caused by negligence;
9.1.2. fraud or fraudulent misrepresentation;
9.1.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
9.1.4. defective products under the Consumer Protection Act 1987; or
9.1.5. any liability that cannot legally be limited.
9.2. Subject to clause 9.1, the following types of loss are wholly excluded:
9.2.1. loss of profits (including loss of anticipated savings);
9.2.2. loss of sales or business;
9.2.3. loss of agreements or contracts;
9.2.4. loss of use or corruption of software, data or information;
9.2.5. loss of or damage to goodwill; and
9.2.6. indirect or consequential loss.
9.3. Neither party shall be liable for any delay or failure in the performance of its obligations under these Terms so long as and to the extent that such delay or failure results from any event outside of their control.
9.4. Subject to clause 9.1, clause 9.2 and clause 9.3, our total liability to you under these Terms and in connection with the Scheme shall not exceed a sum equal to the total value of all reimbursement products supplied to you by us under these Terms (calculated with reference to our wholesale list price for each relevant product).
10. GENERAL
10.1. These Terms and the agreement made between us under them, constitute the entire agreement between the parties in relation to the Scheme.
10.2. These Terms and the agreement made between us under them are personal to you and you may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under them or in respect of the Scheme. Loyalty cards may not be sold, exchanged or used for any other purpose, except as specified in these Terms, without our written permission.
10.3. Each party acknowledges that in respect of the Scheme it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it has no claim for innocent or negligent misrepresentation based on any statement in these Terms.
10.4. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
10.5. If any provision or part-provision of these Terms 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 the Terms. If any provision or part-provision of the Terms 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.
10.6. These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
10.7. If any provision or part-provision of these Terms 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 the Terms. If any provision or part-provision of these Terms is deemed deleted under this clause 10.7, 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.
10.8. We reserve the right to amend these Terms provided we give you not less than 6 weeks written notice. Any such changes will be communicated via the loyalty@forthglade.com email address.
10.9. These Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.