Please read all these terms and conditions.
As we can accept your order and make a legally enforceable agreement without further reference to you, you must read these terms and conditions to make sure that they contain all that you want and nothing that you are not happy with.
1. These Terms and Conditions will apply to the purchase of the goods by you (the Customer or you). We are Truthbrush Limited a company registered in England and Wales under number 10920538 whose registered office is at 50 East Street, Ashburton, Devon, TQ13 7AX with email address firstname.lastname@example.org; (the Company or Supplier or us or we).
2. These are the terms on which we sell all Goods to you. By ordering any of the Goods, you agree to be bound by these Terms and Conditions. Before placing an order on the Website, you will be asked to agree to these Terms and Conditions by clicking on the button marked 'I Accept'. If you do not click on the button, you will not be able to complete your Order. You can only purchase the Goods from the Website if you are eligible to enter into a contract.
3. Customer means the person, business or company who orders Goods from the Company.
4. Contract means a contract for the sale of Goods by the Company to the Customer to which these conditions apply.
5. Delivery Location means the Supplier's premises or other location where the Goods are to be supplied, as set out in the order
6. Durable Medium means paper or email, or any other medium that allows information to be addressed personally to the recipient, enables the recipient to store the information in a way accessible for future reference for a period that is long enough for the purposes of the information, and allows the unchanged reproduction of the information stored;
7. Goods means the goods advertised on the Website that we supply to you of the number and description as setout in the Order;
8. Order means the Customer's order for the Goods from the Supplier as submitted following the step by step process set out on the Website;
10. Website means our website www.thetruthbrush.com on which the Goods are advertised.
11. The description of the Goods is as set out in the Website, catalogues, brochures or other form of advertisement. Any description is for illustrative purposes only and there may be small discrepancies in the size and colour of the Goods supplied. No prices or other particulars contained therein shall form part of the Contract.
12. In the case of any Goods made to your special requirements, it is your responsibility to ensure that any information or specification you provide is accurate.
13. All Goods which appear on the Website are subject to availability.
14. We can make changes to the Goods which are necessary to comply with any applicable law or safety requirement. The Company reserves the right to make non-material alterations in construction, design, operating parameters, materials and packaging as the Company considers desirable without prior notice.
16. We may contact you by using e-mail or other electronic communication methods and by pre-paid post and you expressly agree to this.
Basis of Sale
17. These conditions constitute the entire agreement between the parties and supersede all prior dealings, negotiations, statements, representations, agreements or understandings whether written or oral, expressed or implied. No variation to these conditions shall be effective unless in writing signed by an authorised representative of the Company.
18. These conditions shall apply to all Contracts made with the Company unless varied in writing and signed by an authorised representative of the Company.
19. The description of the Goods in our website does not constitute a contractual offer to sell the Goods. When an order has been submitted on the Website, we can reject it for any reason, although we will try to tell you the reason without delay. Acceptance of Orders is subject to the availability of the raw materials or other goods necessary for the production of the Goods.
20. The Order process is set out on the Website. Each step allows you to check and amend any errors before submitting the Order. It is your responsibility to check that you have used the ordering process correctly.
21. Any Order by the Customer constitutes an offer by the Customer to purchase the Goods in accordance with these conditions.
22. A Contract will be formed for the sale of Goods ordered only when you receive an email from us confirming the Order (Order Confirmation). You must ensure that the Order Confirmation is complete and accurate and inform us immediately of any errors. We are not responsible for any inaccuracies in the Order placed by you. By placing an Order you agree to us giving you confirmation of the Contract by means of an email with all information in it (ie the Order Confirmation). You will receive the Order Confirmation within a reasonable time after making the Contract, but in any event not later than the delivery of any Goods supplied under the Contract.
23. Any quotation is valid for a maximum period of 30 days from its date, unless we expressly withdraw it at an earlier time.
24. No variation of the Contract, whether about description of the Goods, Fees or otherwise, can be made after it has been entered into unless the variation is agreed by the Customer and the Supplier in writing.
25. We intend that these Terms and Conditions apply only to a Contract entered into by you as a Consumer. If this is not the case, you must tell us, so that we can provide you with a different contract with terms which are more appropriate for you and which might, in some respects, be better for you, eg by giving you rights as a business.
Price and Payment
26. Prices quoted are valid for only 30 days from date of quotation, thereafter the Company may alter the price without notice to the Customer and any Order received after such date shall be at the price given at the date of the Order. However, the Company reserves the right to alter the price quoted to take account of any increases in costs including (but not limited to) labour, overheads, transportation, raw materials and/or fluctuation of exchange rates between the quotation date and date of delivery of the Goods.
27. The price of the Goods and any additional delivery or other charges is that set out on the Website at the date of the Order or such other price as we may agree in writing.
28. Prices and charges include VAT at the rate applicable at the time of the Order.
29. You must pay by submitting your credit or debit card details with your Order.
Unless otherwise agreed in writing, payment shall be made in full by customers, prior to dispatch of the Goods.
30. In respect of any invoice or account balance not paid by the due date, the Company reserves the right to suspend deliveries and to charge interest at an annual rate of 3% above the base lending rate of Natwest plc for the time being in force, calculated from day to day from the due date for payment to the date of payment in full whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
31. Any delivery dates given by the Company are estimates only and are subject to change. Whilst the Company will make every effort to meet the dates, no liability will attach to the Company for any delays or loss from failure to meet them. Time of delivery is not of the essence of the Contract.
32. The Company shall not be liable for any delay in or failure of delivery caused by the unavailability of any raw materials or equipment or the Customer’s instructions or lack of them.
33. In any case, regardless of events beyond our control, if we do not deliver the Goods on time, you can (in addition to any other remedies) treat the Contract at an end if:
a. we have refused to deliver the Goods, or if delivery on time is essential taking into account all the relevant circumstances at the time the Contract was made, or you said to us before the Contract was made that delivery on time was essential; or
b. after we have failed to deliver on time, you have specified a later period which is appropriate to the circumstances and we have not delivered within that period.
34. If you treat the Contract at an end, we will (in addition to other remedies) promptly return all payments made under the Contract.
35. If you were entitled to treat the Contract at an end, but do not do so, you are not prevented from cancelling the Order for any Goods or rejecting Goods that have been delivered and, if you do this, we will (in addition to other remedies) without delay return all payments made under the Contract for any such cancelled or rejected Goods. If the Goods have been delivered, you must return them to us and we will pay the costs of this.
36. If any Goods form a commercial unit (a unit is a commercial unit if division of the unit would materially impair the value of the goods or the character of the unit) you cannot cancel or reject the Order for some of those Goods without also cancelling or rejecting the Order for the rest of them.
37. We do not generally deliver to addresses outside England and Wales, Scotland, Northern Ireland, the Isle of Man and Channels Islands. If, however, we accept an Order for delivery outside that area, you may need to pay import duties or other taxes, as we will not pay them.
38. You agree we may deliver the Goods in instalments if we suffer a shortage of stock or other genuine and fair reason, subject to the above provisions and provided you are not liable for extra charges.
39. If you or your nominee fail, through no fault of ours, to take delivery of the Goods at the Delivery Location, we may charge the reasonable costs of storing and redelivering them.
40. The Goods will become your responsibility from the completion of delivery or Customer collection. You must, if reasonably practicable, examine the Goods before accepting them.
Risk and Title
41. a. No liability in respect of Goods lost or damaged in transit will attach to the Company unless the Customer notifies the Company in writing within 24 hours of delivery. It is the Customer’s responsibility to check that Goods are received in good condition prior to signing the carrier’s delivery note. The Company will not be held responsible for any delivery signed for as “in good condition” which is subsequently reported by the Customer to the Company to have been damaged in transit.
b. The Company’s liability in respect of Goods lost or damaged in transit is limited to repair or at its discretion replacement of any such Goods. If so requested by the Company, the Customer shall return the Goods in question to 50 East Street, Ashburton, Devon, TQ13 7AX within 21 days of the date of the written notice referred to in condition 9(a).
c. For so long as the Customer remains in possession of the Goods and whilst title thereto remains with the Company, the Customer shall: (ii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (iii) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery;
42. Risk of damage to, or loss of, any Goods will pass to you when the Goods are delivered to you.
43. You do not own the Goods until we have received payment in full. If full payment is overdue or a step occurs towards your bankruptcy, we can choose, by notice to cancel any delivery and end any right to use the Goods still owned by you, in which case you must return them or allow us to collect them.
Withdrawal, returns and cancellation
44. You can withdraw the Order by telling us before the Contract is made, if you simply wish to change your mind and without giving us a reason, and without incurring any liability.
45. This is a distance contract (as defined below) which has the cancellation rights (Cancellation Rights) set out below. These Cancellation Rights, however, do not apply, to a contract in the following circumstances:
goods that are made to your specifications or are clearly personalised.
46. Also, the Cancellation Rights for a Contract cease to be available in the following circumstances:
in the case of any sales contract, if the goods become mixed inseparably (according to their nature) with other items after delivery.
Right to cancel
47. The Customer may only cancel an Order, once the Company has taken any steps to commence the fulfilment of the Order, with the Company’s prior written consent (which may be given by email, and at the Company’s sole and absolute discretion). The Company will refuse to accept any Goods returned to the Company without prior permission. Custom-made or modified products are non-returnable.
48. In respect of any Goods returned to the Company with its permission or the cancellation of any Contract which is accepted at the sole discretion of the Company, the Customer shall be responsible for returning the Goods to the Company (including the cost of returning the Goods) The Company shall be entitled to deduct from any refund given by the Company to the Customer for such Goods the cost of delivery of the Goods to the Customer. Acceptance of any cancellation by the Company shall be without prejudice to any liabilities which have arisen under these conditions prior to acceptance of cancellation, and are subject to the Goods being returned to the Company packaged in the same manner as they were originally sent.
49. In a contract for the supply of goods over time (ie subscriptions), the right to cancel will be 28 days after the first delivery.
50. To exercise the right to cancel, you must inform us of your decision to cancel this Contract by a clear statement setting out your decision (eg a letter sent by post, fax or email). You must be able to show clear evidence of when the cancellation was made.
51. You can also electronically fill in the form on the contact us page of our website www.thetruthbrush.com. If you use this option, we will communicate to you an acknowledgement of receipt of such a cancellation in a Durable Medium (eg by email) without delay
To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
Effects of cancellation in the cancellation period
52. Except as set out below, if you cancel this Contract, we will reimburse to you all payments received from you, excluding the costs of delivery.
Deduction for Goods supplied
53. We may make a deduction from the reimbursement for loss in value of any Goods supplied, if the loss is the result of unnecessary handling by you (ie handling the Goods beyond what is necessary to establish the nature, characteristics and functioning of the Goods: eg it goes beyond the sort of handling that might be reasonably allowed in a shop). This is because you are liable for that loss and, if that deduction is not made, you must pay us the amount of that loss.
Timing of reimbursement
54. If we have not offered to collect the Goods, we will make the reimbursement without undue delay, and not later than:
a. 14 days after the day we receive back from you any Goods supplied, or
b. (if earlier) 14 days after the day you provide evidence that you have sent back the Goods.
55. We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
56. Goods can only be returned by the Customer following authorisation in writing from the Company’s Sales Manager (which may include email) and a returns number. Goods must be returned by the Customer to the Company within 28 days of the date of issue of the returns number
57. If during the Contract:
a. any distress or execution is levied against the Customer’s property or assets, or the Customer makes or seeks to make any arrangement or composition with any of its creditors, or the Customer (being an individual) is the subject of a bankruptcy petition or order; or a petition is filed, a notice is given, resolution is passed, or order made, for the winding up of the Customer; an application or order is made for the appointment of an administrator, or an administrator is appointed, over the Customer’s assets; a person becomes entitled to appoint a receiver, or a receiver is appointed, over the Customer; or the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due;
b. the equivalent of any of the foregoing events occurs with respect to the Customer in any jurisdiction to which it is subject;
c. the Customer ceases or threatens to cease trading; or
d. the Customer defaults in any payment or commits a breach of any of its obligations under the Contract or any other Contract with the Company, the Company shall be entitled, without prejudice to any other rights or remedies it may have, to terminate immediately the Contract and any other Contract with the Customer and/or to suspend deliveries under the Contract and/or such other Contract.
58. On termination of the Contract for whatever reason the Company shall be entitled to invoice for Goods delivered but not yet invoiced and the Customer shall immediately pay to the Company all outstanding unpaid invoices and interest.
59. Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination. On termination of the Contract for whatever reason, any conditions which expressly or by implication have effect after termination shall continue in full force and effect.
60. The deadline is met if you send back the Goods before the period of 7 days has expired. You agree that you will have to bear the cost of returning the Goods.
61. For the purposes of these Cancellation Rights, these words have the following meanings:
a. distance contract means a contract concluded between a trader and a consumer under an organized distance sales or service-provision scheme without the simultaneous physical presence of the trader and the consumer, with the exclusive use of one or more means of distance communication up to and including the time at which the contract is concluded;
b. sales contract means a contract under which a trader transfers or agrees to transfer the ownership of goods to a consumer and the consumer pays or agrees to pay the price, including any contract that has both goods and services as its object.
62. We have a legal duty to supply the Goods in conformity with the Contract, and will not have conformed if it does not meet the following obligation.
63. Upon delivery, the Goods will:
a. be of satisfactory quality;
b. be reasonably fit for any particular purpose for which you buy the Goods which, before the Contract is made, you made known to us (unless you do not actually rely, or it is unreasonable for you to rely, on our skill and judgment) and be fit for any purpose held out by us or set out in the Contract; and
c. conform to their description.
64. It is not a failure to conform if the failure has its origin in your materials.
Successors and our sub-contractors
65. Either party can transfer the benefit of this Contract to someone else, and will remain liable to the other for its obligations under the Contract. The Supplier will be liable for the acts of any sub-contractors who it chooses to help perform its duties.
Circumstances beyond the control of either party
66. In the event of any failure by a party because of something beyond its reasonable control:
a. the party will advise the other party as soon as reasonably practicable; and
b. the party's obligations will be suspended so far as is reasonable, provided that that party will act
reasonably, and the party will not be liable for any failure which it could not reasonably avoid, but this
will not affect the Customer's above rights relating to delivery and any right to cancel, below.
67. Nothing in these conditions shall limit or exclude Company’s liability for death or personal injury caused by its negligence; or fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded under law.
68. The Company shall under no circumstances be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: loss of profit; loss of reputation or goodwill; loss or revenue; loss of operation or use; loss of contract or business; loss of opportunity or anticipated savings; or indirect or consequential loss, arising under or in connection with the Contract;
69. the total aggregate liability of the Company to the Customer (whether in contract, tort (including negligence) or otherwise) for any loss or damage of whatsoever nature and however caused shall be limited to and shall not exceed the invoice price of the Goods in respect of which such liability has arisen; and
70. unless otherwise set out herein, all warranties, conditions, guarantees or assurances (whether implied by statute, common law or otherwise) are excluded to the fullest extent permitted by law and the Company makes no express or implied warranties or conditions whatsoever.
71. The Company shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond the Company’s control, including riot, civil commotion, strikes, lockout, industrial disputes (whether of its own workforce or a third party’s), default of suppliers or subcontractors, breakdown of plant or machinery, legislation or regulation, wilful damage, unavailability of transport, power or materials, acts of God, earthquake, flood, natural disasters, extreme adverse weather conditions, fire, accident or theft or any other event outside the Company’s control. In such circumstances, the Company may suspend or postpone its obligations or any of them under the Contract until such Force Majeure Event has ceased.
72. The Customer shall indemnify the Company against any expense, liability, loss, claim, proceedings, damages or costs suffered or incurred by the Company arising out of a breach by the Customer of any term of the Contract (including breach of the warranty in condition 5(a)), negligence, or breach of statutory duty of the Customer, its agents or sub-contractors, however caused and whether directly or indirectly, provided that the Customer shall not be called upon to indemnify the Company against any liability for personal injury or death, or loss or damage, directly and solely caused by the wrongful act or omission of the Company, its servants or agents for whose negligence the Company is liable at law.
73. The Supplier does not exclude liability for: (i) any fraudulent act or omission; or (ii) for death or personal injury caused by negligence or breach of the Supplier's other legal obligations. Subject to this, the Supplier is not liable for (i) loss which was not reasonably foreseeable to both parties at the time when the Contract was made, or (ii) loss (eg loss of profit) to the Customer's business, trade, craft or profession which would not be suffered by a Consumer - because the Supplier believes the Customer is not buying the Goods wholly or mainly for its business, trade, craft or profession.
Governing law, jurisdiction and complaints
74. These conditions and the Contract (including any non-contractual matters) is governed by the law of England and Wales.
75. Disputes can be submitted to the jurisdiction of the courts of England and Wales or, where the Customer lives in Scotland or Northern Ireland, in the courts of respectively Scotland or Northern Ireland.
76. We try to avoid any dispute, so we deal with complaints in the following way: In the unusual event of dissatisfaction with the product, please contact us so that we can find a solution.
77. The Company may assign all or any of its rights and obligations under the Contract. The Customer may not assign any of its rights or obligations under the Contract without the Company’s prior written consent.
78. No failure delay or indulgence of the Company in exercising any power or right conferred upon it by these conditions or by statute or by common law shall operate as a waiver of any power or right and neither shall any single or partial exercise of such power or right preclude any other or further exercise thereof or the subsequent exercise of any other power or right.
79. If any provision of these conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of any provision of these conditions shall not prejudice or affect the validity or enforceability of the remainder.
80. A person who is not a party to the Contract shall not have any rights to enforce its terms.
81. The headings in these conditions are for reference only and shall not affect their construction.
82. The Company’s specifications, drawings, descriptions, know how, pricing and other confidential information (in whatever form and however recorded or disclosed), and any copies thereof by the Customer, which may be passed to or come into the possession of the Customer shall be treated by the Customer as confidential and shall not be disclosed to any third party or used by the Customer for any purpose other than the supply of Goods by the Company to the Customer. All confidential information provided by the Company shall remain the Company’s property and shall be returned to the Company on demand.
Intellectual Property Rights
83. Where Goods are made to the Customer’s specification or design, the Customer is responsible to ensure the suitability of such specification or design and warrants that any drawings, designs and technical data provided by the Customer shall not infringe any IPR of any third party.
84. All IPR subsisting in the design and manufacture of the Goods (including Goods made to Customer’s specification) are the property of the Company or its licensors (as the case may be).