UK (GBP) UK (GBP) EU (EUR) US (USD) ROW (GBP) BLACK FRIDAY SHOP PERSONALISE DISCOVER RECYCLE REVIEWS Cookie preferences Our website uses cookies to improve your experience and personalise content. Cookies are small files placed on your computer or mobile device when you visit a website. Cookies are widely used to improve your experience of a website, gather reporting information and show relevant advertising. You can manage your cookies at any time. Configuration Terms and Conditions GENERAL TERMS & CONDITIONS This section (together with the documents referred to on it) tells you the Terms of Use on which you may make use of our website www.tangleteezer.com (our site). Please read these Terms of Use carefully before you start to use our site. By using our site, you indicate that you accept these Terms of Use and that you agree to abide by them. If you do not agree to these Terms of Use, please do not use our site. INFORMATION ABOUT US www.tangleteezer.com is a site operated by Tangle Teezer Limited (we, us and our). We are registered in England and Wales under company number 05396577 and have our registered office Tangle Teezer Ltd, 1st and 2nd Floors 205 Stockwell Road, London SW9 9SL Our VAT number is 912255254. ACCESSING OUR SITE Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend our site or any part of it including the goods and services we provide on our site without notice. From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us. When using our site, you must comply with the provisions of our acceptable use policy (see below). ACCEPTABLE USE POLICY You may use our site only for lawful purposes. You are responsible for ensuring that all persons who access our site through your internet connection are aware of these Terms of Use, and that they comply with them. You may not use our site: · In any way that breaches any applicable local, national or international law or regulation. · In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose. · For the purpose of harming or attempting to harm minors in any way. · To send, knowingly receive, upload, download, use or re-use any material which does not comply with our acceptable use policy. · To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam). · To knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware. You also agree: · Not to reproduce, duplicate, copy or re-sell any part of our site. · Not to access without authority, interfere with, damage or disrupt: o any part of our site o any equipment or network on which our site is stored. o any software used in the provision of our site. o any equipment or network or software owned or used by any third party. · not to gain or attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. · not to attack our site via a denial-of-service attack or a distributed denial-of-service attack. By breaching this acceptable use policy, you could commit a criminal offence under the Computer Misuse Act 1990. Failure to comply with this acceptable use policy constitutes a material breach of these Terms of Use, and may result in our taking all or any of the following actions: · Immediate, temporary or permanent withdrawal of your right to use our site. · Issue of a warning to you. · Take legal proceedings against you for reimbursement of all costs on a pound for pound basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach. · Further legal action against you. and/or · Disclosure of such information to law enforcement authorities as we reasonably feel is necessary. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate. INTELLECTUAL PROPERTY RIGHTS "Tangle Teezer", “The Power’s In the Teeth”, "Easy Dry & Go”, "Cares for the Hair you Wear" "Magic Flowerpot" and "Aqua Splash" are registered trade marks of or are licensed to Tangle Teezer Limited. Using our trade mark(s) is strictly prohibited. We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by laws and treaties around the world. All such rights are reserved. You may not copy any images on our site. You may print off one copy of any page(s) from our site for your personal reference only. You must not modify the paper copies of any materials you have printed off in any way, and you must not use any illustrations, photographs or any graphics separately from any accompanying text. Our status as the authors of material on our site must always be acknowledged. You must not use any part of the materials on our site for commercial purposes without first obtaining a written licence to do so from us or our licensors. If you print off, copy or download any part of our site in breach of these Terms of Use, your right to use our site will cease immediately and you must, at our option, return or destroy all copies of the materials you have made. RELIANCE ON OUR SITE AND INFORMATION DISPLAYED We aim to update our site regularly, and may change the content at any time, however, you should note that any of the material on our site may be out of date at any given time, and we are under no obligation to update such material. We reserve the right to withdraw or amend the goods and services (including prices) we provide on our site without notice. From time to time, we may restrict access to some parts of our site, or our entire site. If the need arises, we may suspend access to our site, or close it indefinitely. Commentary and other materials displayed on our site are not intended to amount to advice on which reliance should be placed so you should not rely on the content of our site. Specific professional or specialist advice should be sought before doing anything on the basis of the commentary and other materials displayed on our site. OUR LIABILITY We are responsible for death and personal injury arising from our negligence. We are responsible for other damage caused to you by our fraud or fraudulent misrepresentation and we are responsible to you for any other liability that cannot be excluded or limited by English law. Different terms apply when you buy goods through our site, the applicable terms are set out here websale terms, as such, in relation to your use of our site, as far as the law allows us to, we exclude all conditions, warranties, representations or other terms which may apply to our site or any commentary or materials displayed on it. For the reasons set out in these Terms of Use, we will not be responsible in any way (including for our negligence) arising under or in connection with your: · inability to use our site; or · use of or reliance on any commentary or materials displayed on our site. Our site is for consumers so we are not responsible in any way (including negligence) for: · business losses; · loss of profits, sales, business, or revenue. · business interruption. · loss of anticipated savings. · loss of business opportunity, goodwill or reputation. · any indirect or consequential loss or damage. Because, as set out below, it is your responsibility to protect your computer from viruses, we will not be responsible in any way for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it unless and to the extent we have been negligent. Because we have no control over the content of websites linked on our site, we are not responsible in any way (including negligence) for the content of websites linked on our site or any loss or damage that may arise from your use of them. INFORMATION ABOUT YOU AND YOUR VISITS TO OUR SITE PRIVACY POLICY TRANSACTIONS CONCLUDED THROUGH OUR SITE Different terms apply when you buy goods through our site, the applicable terms are set out here websale terms. LINKING TO OUR SITE You may link to our website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. Our site must not be framed on any other site. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with our acceptable use policy. LINKS FROM OUR SITE Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources. GENERAL Neither we nor you will be responsible if we are unable to perform our obligations due to events which are genuinely beyond your or our reasonable control (as applicable). You may not transfer any of your rights or obligations arising under these Terms of Use, without having our written consent beforehand. We may transfer our rights or obligations arising under these Terms of Use, at any time if we have a good reason to (for example if we sell our business). If you or we fail to request performance of the other's obligations under these Terms of Use or if you or we fail to exercise any of the rights under these Terms of Use, this will not constitute a waiver and will not relieve the other party from compliance with its obligations. A waiver will not be a waiver of any subsequent default. No waiver of any of these terms and conditions will be effective unless it is stated to be a waiver and is communicated to the other in writing. If any of the terms in these Terms of Use are determined by any competent authority to be inapplicable, such term, condition or provision will be deleted and the remaining terms will continue to be valid. We intend to rely upon these Terms of Use and any document expressly referred to in them in relation to their subject matter. While we accept responsibility for statements and representations made by our staff, please make sure you ask for any variations from these Terms of Use to be confirmed in writing. Third parties shall not have rights under these Terms of Use, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. These Terms of Use are governed by English law. Any dispute or claim arising out of or in connection with these Terms of Use is subject to the non-exclusive jurisdiction of the courts of England and Wales.In some circumstances the laws where you are resident may apply and the Courts where you are resident may have jurisdiction. UPDATES We revise our Terms of Use from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in relevant laws and regulatory requirements and changes in our system's capabilities. You will be subject to the Terms of Use in force at the time that you visit our site. YOUR CONCERNS If you have any concerns about material which appears on our site, please contact sales@tangleteezer.com Thank you for visiting our site. TERMS AND CONDITIONS OF SALE OF GOODS ONLINE AND BY TELEPHONE TO CONSUMERS This section sets out the terms and conditions on which we supply any of the goods (Goods) listed on our website www.tangleteezer.com (our site) to you, online or over the telephone. Please read these terms and conditions carefully before ordering any Goods from our site. You should understand that by ordering any of our Goods, you agree to be bound by these terms and conditions. You should print a copy of these terms and conditions for future reference. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Goods from our site. 1. INFORMATION ABOUT US 1.1 We operate the website www.tangleteezer.com. We are Tangle Teezer Ltd, a company registered in England and Wales under company number 05396577 and with our registered office Tangle Teezer Ltd, 1st and 2nd Floors 205 Stockwell Road, London SW9 9SL. Our VAT number is 912255254. 1.2 If you have any issues or complaints please email website@tangleteezer.com or write to us at the above address. We endeavour to deal with all complaints in a timely and efficient manner. 2. YOUR STATUS 2.1 By placing an order through our site or over the telephone, you are confirming to us that: (a) you are an individual consumer who is legally capable of entering into binding contracts; (b) you are at least 18 years old; (c) you are resident in the UK or an International Delivery Destination (as defined in clause 6.1 below); and (d) you are accessing our site from the UK or an International Delivery Destination. 3. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US 3.1 Your order constitutes an offer by you to us to buy the Goods. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that the Goods have been dispatched (Dispatch Confirmation). The contract between you and us will only be formed when we send you the Dispatch Confirmation (Contract). Once we receive an order from you, the price of the Goods comprising that order will be valid for a period of 30 days. If we are unable to dispatch the Goods to you within 30 days of receipt of your order, or if the price of the Goods changes before the end of the period of 30 days from the date on which we receive your order, we will contact you to let you know the new price. You will then have the option to either cancel your order in accordance with clause 4 or inform us that you wish to continue with the purchase at the new price. 3.2 If, when we receive your order, we are unable to fulfil it (for reasons such as lack of stock), we will contact you to let you know and we will offer you a choice of a refund or a substitute item. If we are able to offer a substitute and you inform us that you are happy to proceed with your purchase of the substitute but you subsequently cancel the Contract under clause 4, we will meet the cost of returning the Goods by the same method by which it was delivered. 3.3 The Contract will relate only to those Goods whose dispatch we have confirmed in the Dispatch Confirmation. We do not have to supply any other Goods which may have been part of your order unless and until the dispatch of such Goods has been confirmed in a separate Dispatch Confirmation. 3.4 We are under a legal duty to supply goods that are in conformity with the Contract. We aim to ensure that the product images on our site are as accurate as possible but there may be slight colour variations between the Goods and the images shown online. 4. YOUR CANCELLATION RIGHTS 4.1 You have a legal right to cancel a Contract (subject to certain exceptions set out below and in clause 11.5) without giving any reason within 14 days of the day after you receive the Goods. This is the “Cancellation Period”. 4.2 You can cancel a Contract by sending us an email or by letting us know in any other way by post to Tangle Teezer Distribution Centre, Unit 11 Beddington Trading Estate, Bath House Road, Croydon CR0 4TT; by email to support@tangleteezer.com; or over the phone on +44 (0) 2077 384458. You should keep evidence of having given notice of cancellation, such as an e-mail receipt or confirmation report. 4.3 You must return the Goods to us (at your own risk and cost) within 14 days of notifying us that you wish to cancel your purchase by sending them to: Tangle Teezer Distribution Centre, Unit 11 Beddington Trading Park, Bath House Road, Croydon CR0 4TT. 4.4 We will ordinarily refund the full purchase price of the Goods together with the standard delivery charge paid within 14 days of receiving the returned Goods or proof of postage. Goods must be returned unused, and in their original packaging. You must also take reasonable care of Goods before you return them to us (which includes keeping them away from direct sunlight and heat whilst in your possession). We may reduce the amount we refund to you if you use them, damage them or otherwise do something beyond what is reasonably necessary to examine them that reduces their resale value. 5. AVAILABILITY AND DELIVERY 5.1 We aim to deliver the Goods within the timescales shown on our site and the delivery date set out in the Dispatch Confirmation. For UK, EU and ROW deliveries, we aim to ensure delivery is made no later than 30 days after the date of the Dispatch Confirmation. However, time is not of the essence for delivery or performance and all delivery or dispatch dates specified on our site and in any correspondence are estimates only. This means that we will not be responsible if Goods are delivered outside of those times and we will not be liable for the consequences of any delay caused by an event outside of our control, provided we contact you as soon as possible to let you know and we take reasonable steps to minimise the effect of the delay. 5.2 Ownership of the Goods and all risks (including risk of loss and/or damage to the Goods) will pass to you when they are delivered to the delivery address specified in your order. 6. INTERNATIONAL DELIVERY 6.1 We deliver to some countries outside the UK. You have to select the country where you want the Goods delivered from the drop down box as part of the ordering process (International Delivery Destination), if your country is not listed, we do not currently deliver to that country. 6.2 If you order Goods from our site or over the telephone for delivery to an International Delivery Destination, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount. You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order. 6.3 You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law. 7. PRICE AND PAYMENT 7.1 Payment for the goods is taken at the point of dispatch. 7.2 The price of the Goods and our delivery charges will be as quoted on our site from time to time, except in cases of obvious error and except as set out in clauses 6.2, 7.4 and 7.5. 7.3 Goods prices are shown on our site inclusive of VAT. VAT may be charged depending on where the Goods are being delivered to. 7.4 Delivery is free when you order three or more Goods from our site. The costs of delivery in all other circumstances are as displayed on our site. 7.5 Goods’ prices and delivery charges are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Dispatch Confirmation. 7.6 Our site contains a large number of Goods and it is always possible that, despite our efforts, some of the Goods listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Goods correct price is less than our stated price, we will charge the lower amount when dispatching the Goods to you. If a Goods correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you to see what you want to do before dispatching the Goods, or reject your order and notify you of such rejection. 7.7 We are under no obligation to provide the Goods to you at the incorrect (lower) price, even after we have sent you a Dispatch Confirmation if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as an error. 7.8 Payment for all Goods must be by credit card, debit card or via PayPal. We accept payment by major credit and debit cards. 7.9 Your card provider may charge you for using your card. Please check the terms and conditions with your card provider carefully and in advance of submitting your payment details. 8. OUR REPLACEMENT AND REFUNDS POLICY 8.1 You may return Goods to us in accordance with clause 4 or, where you consider that the Goods are defective or not in accordance with the quality promise we give at clause 9, this clause 8. 8.2 If you return the Goods to us because you consider that the Goods are defective or not in accordance with the quality promise we give at clause 9, we will examine the returned Goods and will act reasonably in deciding whether they are defective or not in accordance with the quality promise we give at clause 9. 8.3 If we agree that the Goods are defective or not in accordance with the quality promise we give at clause 9 and we can replace the Goods , we will notify you of this within a reasonable period of time following receipt of the returned Goods and we . You will then have the option to receive replacement Goods or a refund. We will usually replace the Goods as soon as possible and, in any case, within 30 days of the day we confirmed to you that we are able to replace the Goods. 8.4 If we agree that the Goods are defective or not in accordance with the quality promise we give at clause 9, and either we cannot replace the Goods or you opt for a refund, we will refund the price of the Goods and we will notify you of any refund due within a reasonable period of time and if a refund is due we will usually process the refund due to you as soon as possible and, in any case, within [30 days] of the day we confirmed to you that you were entitled to a refund. 8.5 Where you are entitled to a replacement under clause 8.3 we will not charge you for the costs of delivering the replacement Goods to you and we will deliver to the address where the original order was delivered to. Where you are entitled to a refund under clause 8.4, we will refund the price of Goods in full, any applicable delivery charges and any reasonable costs you incur in returning the Goods to us. We will refund any money received from you using the same method originally used by you to pay for your purchase. 8.6 You will always have legal rights in relation to Goods that are faulty or not as described. These legal rights are not affected by the returns policy in this clause 8 or these terms and conditions. Advice about your legal rights is available from your local Citizens Advice Bureau or Trading Standards office. 8.7 If you have any complaint about your online order, please contact website@tangleteezer.com. If you are dissatisfied with the way that we have handled a complaint and wish to submit a complaint to the Online Dispute Resolution Platform, please use this link http://ec.europa.eu/odr 9. OUR QUALITY PROMISE 9.1 Our Goods purchased from us through our site will: (a) conform with their description given at the shopping bag page where you checkout; (b) be of satisfactory quality; (c) fit for the purposes for which goods of that kind are commonly supplied; and (d) correspond with any samples we have sent you. 9.2 We cannot guarantee that the Goods will work as desired on all hair types. 10. OUR LIABILITY 10.1 Subject to clause 10.3, if we fail to comply with these terms and conditions, we shall only be liable to you for the purchase price of the Goods and, subject to clause 10.2, other losses that you suffer as a result of our failure to comply which are a foreseeable consequence of such failure. 10.2 Subject to clause 10.3, we will not be liable for business losses. 10.3 Nothing in these terms and conditions excludes or limits our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any breach of the obligations implied by section 9 to 18, section 28 and section 29 of the Consumer Rights Act 2015; (d) defective Goods under the Consumer Protection Act 1987; or (e) any other matter for which it would be illegal for us to exclude or attempt to exclude our liability. 11. PERSONALISED GOODS 11.1 By uploading content to our site for use on personalised Goods, you confirm that you own the image or are otherwise authorised to use it in this way and you grant us a non-exclusive, royalty free, irrevocable licence to use that content for the purpose of fulfilling your order. 11.2 You must not upload content for use on personalised Goods which: (1.a) infringes another person's intellectual property rights; (1.b) breaches any applicable local, national or international law or regulation; (1.c) may harass, upset, embarrass or alarm any person; (1.d) includes any information which can be used to personally identify another person, for example their address or phone number, without that person's permission; or (1.e) is pornographic, obscene, indecent or offensive, which promotes discrimination based on race, sex, religion, nationality, ethnicity, disability, sexual orientation or age, or that may incite hatred or violence. 11.3 We reserve the right to refuse to accept your order or to cancel your order (as appropriate) if we determine that it does not comply with the content rules set out in clause 11.2 above. 11.4 If we incur costs as a result of your breach of clause 11.2 (including the costs of defence of claims brought by third parties), you will be responsible for paying these costs. 11.5 You cannot cancel a contract for personalised goods. This does not affect your right to a refund or replacement under clause 8 if personalised goods are defective or not in accordance with the quality promise we give at clause 9. 12. TRANSFERRING THE CONTRACT 12.1 You may not transfer the Contract, or any of your rights or obligations arising under it, without having our written consent beforehand. 12.2 We may transfer the Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract if we have a good reason to do so (for example if we sell our business) as long as such transfer does not disadvantage you or affect your rights under the Contract. 13. COMMUNICATION 13.1 All notices given by you to us must be given to tangle teezerltd, 1st and 2nd floors 205 stockwellroad, london sw9 9sl. We may give notice to you at the postal address you provide to us when placing an order, or on our site, if appropriate, which you should check from time to time. Notice will be deemed received and properly served 24 hours after posted on our website or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post. 14. EVENTS OUTSIDE OF OUR CONTROL 14.1 we will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by events outside of our control (force majeure event). 14.2 Our performance of the Contract will be suspended while the Force Majeure Event continues, and we will have an extension of time to perform our obligations under the Contract for that period. If the Force Majeure Event continues for more than a month we or you may end the Contract by giving you 7 days’ notice in writing. 15. WAIVER 15.1 If you or we fail to request performance of the other's obligations under the Contract or if you or we fail to exercise any of the rights under the Contract, this will not constitute a waiver and will not relieve the other party from compliance with its obligations. A waiver of a right under the Contract will not be a waiver of any subsequent default. A waiver of a right under the Contract will not be effective unless it is stated to be a waiver and is communicated to the other party in writing in accordance with clause 11 above. 16. SEPARATE CLAUSES 16.1 If any of these terms and conditions or any provisions of the Contract are determined by any competent authority to be inapplicable, such term, condition or provision will be deleted and the remaining terms, conditions and provisions will continue to be valid. 17. THE CONTRACT AND OUR STAFF 17.1 We intend to rely upon these terms and conditions and any document expressly referred to in them in relation to the subject matter of the Contract. While we accept responsibility for statements and representations made by our staff, please make sure you ask for any variations from these terms and conditions to be confirmed in writing. 18. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS 18.1 We revise our terms and conditions from time to time to reflect changes to the way we do business, changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our systems capabilities. You will be subject to the terms and conditions in force at the time that you order Goods from us, unless we notify you of the change to these terms and conditions before we send you the Dispatch Confirmation (in which case we will assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Goods). We will update the version number of these terms and conditions when we have revised it. 19. LAW AND JURISDICTION 19.1 The Contract is governed by English law. Any dispute or claim arising out of or in connection with the Contract is subject to the non-exclusive jurisdiction of the courts of England and Wales. In some circumstances , the laws where you are resident may apply and the Courts where you are resident may have jurisdiction. TANGLE TEEZER LTD BUSINESS TO BUSINESS STANDARD CONDITIONS OF SALE THE CUSTOMER'S ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CONDITION 9 AND CONDITION 10 1. INTERPRETATION 1.1 In these Conditions, the following definitions apply: · Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. · Conditions: the terms and conditions set out in this document as amended from time to time in accordance with Condition 11.8. · Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods formed in accordance with Condition 2.1 of these Conditions. · Customer: the person or firm who purchases the Goods from the Supplier. · Force Majeure Event: any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes, failure of energy sources or transport network, acts of God, war, terrorism, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors. · Goods: the goods set out in the Contract. · Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, rights to goodwill and to sue for passing off and unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world. · Order: the Customer's order for the Goods, whether over the telephone or facsimile machine or by email to Supplier and whether or not using the Order Form. · Order Form: Supplier’s order form for Goods from time to time. · Specification: any specification for the Goods, including any related plans and drawings, that are agreed in writing by the Customer and the Supplier. · Specification Sheet(s): the Supplier’s specification sheets for the Goods from time to time which are available on request. · Supplier: Tangle Teezer Ltd (registered in England and Wales with company number 05396577) whose registered office is Tangle Teezer Ltd, 1st and 2nd Floors 205 Stockwell Road, London SW9 9SL · Supplier’s Website: the website with url www.tangleteezer.com. 1.2 In these Conditions, the following rules apply: (a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). (b) A reference to a party includes its personal representatives, successors or permitted assigns. (c) A reference to a statute or statutory provision is a reference to such statute or provision 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. (d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. (e) A reference to writing or written includes faxes and e-mails. 2. BASIS OF CONTRACT 2.1 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence. 2.2 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 2.3 The Contract constitutes the entire agreement between the parties in relation to its subject matter. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract. 2.4 Any samples, drawings, descriptive matter, or advertising produced by or for the Supplier and any descriptions, photographs or illustrations contained on the Supplier's Website are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force. 2.5 Supplier shall not be obliged to accept any Orders and reserves the right to withhold acceptance of any Order placed by the Customer. 3. GOODS 3.1 The Goods are described in the Specification Sheets. 3.2 If the Goods or any part of them are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier in full and on demand against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the Supplier's use of the Specification. 3.3 The Supplier reserves the right to amend the Specification of the Goods if required by any applicable statutory or regulatory requirements. 4. DELIVERY 4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the type and quantity of the Goods and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered. 4.2 The Supplier shall arrange for delivery of the Goods to the location set out in the Contract or such other location as the parties may agree in writing or, if set out in the Contract, shall arrange for the Goods to be available for collection by or on behalf of the Customer at the location set out in the Contract or such other location as the parties may agree in writing (Delivery Location). 4.3 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location. 4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence of the Contract. Subject to Condition 9.1, the Supplier shall not be liable whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or failure to take delivery. 4.5 If the Supplier fails to deliver the Goods, subject to Condition 9.1, its liability whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. 4.6 If the Customer fails to accept delivery of the Goods after two (2) attempts, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract, then the Goods shall be returned to Supplier and the Customer shall be charged for any costs relating to the delivery attempts and subsequent return to Supplier including insurance and storage costs. 4.7 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Contract invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered and this is verified by the Supplier. 4.8 The Supplier may deliver the Goods by instalments, which the Supplier shall invoice and the Customer shall pay separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment or Contract. 4.9 The Customer must notify the Supplier of any missing or defective Goods within 14 days of the date of delivery. 4.10 If the Customer elects to collect the goods from the Supplier's Distribution Centre, a date must be nominated to a member of the logistics team. If the Customer becomes unable to collect on the date specified, the Supplier must be notified as soon as possible. The Supplier will use its best endeavours to hold the order for 24 hours. After that time, the order will be subject to a £200 holding charge. 5. QUALITY 5.1 The Supplier warrants that on delivery the Goods shall: (a) be free from material defects in design, material and workmanship; and (b) in all material respects conform with the description in the relevant Specification Sheet. 5.2 Subject to Condition 5.3, if: (a) the Customer gives notice in writing to the Supplier within 7 days of discovery that some or all of the Goods do not comply with the warranty set out in Condition 5.1; (b) the Supplier is given a reasonable opportunity of examining, and access to, such Goods to know that they have not been used and that they have been stored properly and in accordance with the Contract; and (c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost, the Supplier shall, if the Goods do not comply with the warranty set out in Condition 5.1, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. 5.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in Condition 5.1 if: (a) the Customer makes any use of the Goods after giving notice in accordance with Condition 5.2; (b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, use and maintenance of the Goods, including the instructions on the packaging not to use the Goods with heat; (c) the defect arises because the Customer generally did not store the Goods in a proper manner; (d) the Customer alters the packaging or repairs the Goods without the prior written consent of the Supplier; (e) the defect arises as a result of fair wear and tear, wilful damage or negligence; or (f) the Goods differ from the relevant Specification Sheet as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 5.4 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. 5.5 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier. 5.6 The Goods must not be stored in direct sunlight. 6. TITLE AND RISK 6.1 The risk in the Goods shall pass to the Customer on completion of delivery. 6.2 Legal and beneficial title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for: (a) the Goods; and (b) any other goods or services that the Supplier has supplied to the Customer in respect of which payment has become due. 6.3 Until title to the Goods has passed to the Customer, the Customer shall at its own cost from delivery: (a) insure the Goods for their full replacement value with a reputable insurance company and ensure the Supplier’s interest in the Goods is noted on the policy; (b) if the Goods are destroyed by an insured risk, hold the insurance proceeds separately from all other monies on trust for the Supplier; (c) not incorporate the Goods into any other item(s); (d) hold the Goods on a fiduciary basis as the Supplier's bailee; (e) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property; (f) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (g) maintain the Goods in satisfactory condition; (h) not create or purport to create any lien, charge or other encumbrance over or otherwise affecting the Goods; (i) notify the Supplier immediately if it becomes subject to any of the events listed in Condition 8.2; (j) give the Supplier such information relating to the Goods as the Supplier may require from time to time; and (k) hold as trustee for the Supplier any proceeds of sale of the Goods to the level of sums owed to the Supplier in a trust account separate from other monies, but the Customer may resell or use the Goods in the ordinary course of its business. 6.4 If, before legal and beneficial title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in Condition 8.2, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, and without limiting any other right or remedy the Supplier may have, the Supplier may, at the Customer’s cost, at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them and the Customer now gives the Supplier an irrevocable licence to enter the premises where the Goods are stored to exercise the Supplier’s rights under this Condition 6.4. 7. PRICE AND PAYMENT 7.1 The price of the Goods shall be the price set out in the Contract. 7.2 The price of the Goods is exclusive of the delivery costs, which the Supplier shall charge and the Customer shall pay, in addition to the price of the Goods. The Supplier shall confirm the delivery costs on the Order confirmation. 7.3 The price of the Goods and delivery costs are exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods. 7.4 Unless the Supplier and the Customer have agreed credit terms in writing (in which case Condition 7.5 shall apply), the Supplier shall invoice the Customer for the Goods, delivery and VAT prior to despatching the Goods and the Customer shall pay the invoice on receipt. The Supplier is under no obligation to dispatch or deliver the Goods unless and until it has received payment of the invoice in full and cleared funds. 7.5 If the Supplier and the Customer have agreed credit terms, the Supplier shall invoice the Customer for the Goods on despatch of the Goods. The Customer shall pay the invoice in full and in cleared funds within 30 Business Days of the date of the invoice, unless other credit terms have been agreed in writing by the Supplier and the Customer in which case such other credit terms shall apply. 7.6 All payments shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence of the Contract. 7.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (due date), then the Supplier may: (a) claim interest at the rate of 4% over the base lending rate of HSBC bank from time to time, such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount; (b) claim compensation under the Late Payment of Commercial Debts (Interest) Act 1998; (c) with immediate effect suspend the provision of Goods either indefinitely or until the Supplier has received all overdue sums in cleared funds; and/or (d) with immediate effect revoke or reduce any credit terms agreed either indefinitely or until the Supplier has received all overdue sums in cleared funds. 7.8 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. 7.9 The Customer acknowledges that the Supplier may at any time conduct checks with credit referencing agencies whether or not the Customer has applied for credit terms. 7.10 Notwithstanding any other Condition, the Supplier may, by written notice to the Customer at any time, immediately revoke or reduce any credit terms agreed for any or no reason. 8. CUSTOMER'S INSOLVENCY OR INCAPACITY 8.1 If the Customer becomes subject to any of the events listed in Condition 8.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Supplier all outstanding sums in respect of Goods delivered to the Customer shall become immediately due and: (a) the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability whether in contract, tort (including negligence), breach of statutory duty or otherwise, to the Customer indefinitely or until the Supplier has received payment for the Goods, delivery and VAT; and/or (b) the Supplier may with immediate effect revoke or reduce any credit terms agreed with the Customer either indefinitely or until the Supplier has received payment for the Goods, delivery and VAT. 8.2 For the purposes of Condition 8.1, the relevant events are: (a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; (b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; (c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; (d) (being an individual) the Customer is the subject of a bankruptcy petition or order; (e) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; (f) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer; (g) (being a company) a floating charge holder over the Customer's assets has become entitled to appoint or has appointed an administrative receiver; (h) a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets; (i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Condition 8.2(a)to Condition 8.2(h) (inclusive); (j) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of its business; (k) the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or (l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation. 9. LIMITATION OF LIABILITY 9.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; (d) defective products under the Consumer Protection Act 1987; or (e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability. 9.2 NOTWITHSTANDING ANY OTHER CONDITION TO THE CONTRARY, BUT SUBJECT TO CONDITION 9.1, THE SUPPLIER SHALL NOT BE LIABLE TO THE CUSTOMER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, FOR ANY OF THE FOLLOWING ARISING UNDER OR IN CONNECTION WITH THE CONTRACT: (A) LOSS OF PROFIT; (B) LOSS OF GOODWILL; (C) LOSS OF ANTICIPATED SAVINGS; (D) LOSS OF CONTRACT; OR (E) INDIRECT OR CONSEQUENTIAL LOSS. 9.3 NOTWITHSTANDING ANY OTHER CONDITION TO THE CONTRARY, BUT SUBJECT TO CONDITION 9.1, THE SUPPLIER'S TOTAL LIABILITY TO THE CUSTOMER IN RESPECT OF ALL OTHER LOSSES ARISING UNDER OR IN CONNECTION WITH THE CONTRACT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE PRICE OF THE GOODS UNDER THE CONTRACT. 10. INTELLECTUAL PROPERTY 10.1 The Customer acknowledges that the Supplier is the owner or licensee of all Intellectual Property Rights in the Goods, images of the Goods and other content displayed on the Supplier’s Website and the Customer shall not use, copy, modify the same in any manner whatsoever. 10.2 The Customer now agrees to the Supplier’s Website Terms http://www.tangleteezer.com/terms.php which are now incorporated by reference. 10.3 The Customer shall notify the Supplier immediately it becomes aware of any potential breach of the Supplier’s Intellectual Property Rights. 10.4 THE CUSTOMER SHALL INDEMNIFY THE SUPPLIER IN FULL AND ON DEMAND AGAINST ALL COSTS, EXPENSES, DAMAGES AND LOSSES (INCLUDING ANY DIRECT, INDIRECT OR CONSEQUENTIAL LOSSES, LOSS OF PROFIT, LOSS OF OR DAMAGE TO REPUTATION, LOSS OF GOODWILL, LOSS OF CONTRACT, AND ALL INTEREST, LEGAL AND OTHER PROFESSIONAL COSTS AND EXPENSES) SUFFERED OR INCURRED BY THE SUPPLIER IN CONNECTION WITH THE CUSTOMER’S BREACH OF CONDITION 10.1 AND/OR CONDITION 10.2. 11. GENERAL 11.1 Subject to Condition 11.2, neither party shall 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. Subject to Condition 11.2, as soon as reasonably possible after commencement of the Force Majeure Event the affected party shall notify the other party in writing of the occurrence of the Force Majeure Event, the date of commencement and the estimated duration of the Force Majeure Event, the effects of the Force Majeure Event on its ability to perform its obligations under the Contract and the efforts being made or proposed by that party to remove or avoid such Force Majeure Event. Subject to Condition 11.2, if such Force Majeure Event continues for a continuous period of ninety (90) days, either party may terminate the Contract immediately on giving prior written notice to the other party. 11.2 If the Customer suffers a Force Majeure Event, it shall not be excused from paying sums due pursuant to the Contract. 11.3 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier. 11.4 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this Condition, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier, fax or e-mail (if confirmed with a hard copy sent by first-class post). A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to above; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission. The provisions of this Condition shall not apply to the service of any proceedings or other documents in any legal action. 11.5 If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable. 11.6 A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. 11.7 A person who is not a party to the Contract shall not have any rights under or in connection with it whether under the Contract (Rights of Third Parties) Act 1999 or otherwise. 11.8 Any variation to the Contract, including the introduction of any additional terms and Conditions, shall only be binding when agreed in writing and signed by the Supplier. 11.9 The Contract, and any dispute or claim arising out of it (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales except that the Supplier may take action against the Customer in any jurisdiction. TANGLE TEEZER, INC. BUSINESS TO BUSINESS STANDARD TERMS OF SALE - USA THE CUSTOMER'S ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF SECTION 9 INTERPRETATION 1.1 In these Terms, the following definitions apply: · Business Day: a day (other than a Saturday, Sunday or public holiday) when the New York Stock Exchange (NYSE) is open for trading. · Contract: a contract between Supplier and Customer for the sale and purchase of the Goods formed in accordance with Section 2.1 of these Terms. · Customer: the individual or entity that purchases Goods from Supplier under a Contract. · Force Majeure Event: any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes, failure of energy sources or transport network, acts of God, war, terrorism, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors. · Goods: any goods purchased by Customer from Supplier pursuant to a Contract. · Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in trade dress, rights to goodwill and to sue for passing off and unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world. · Order: any Customer order for the Goods, whether made over the telephone or facsimile machine or by email to Supplier and whether made using the Order Form or otherwise. · Order Form: Supplier’s standard order form for Goods, as may be amended at Supplier’s discretion from time to time. · Specification: any specification for the Goods, including any related plans and drawings, that are agreed in writing by Customer and Supplier. · Specification Sheet(s): Supplier’s specification sheets for the Goods, as may be updated by Supplier from time to time, which are available on request. · Supplier: Tangle Teezer, Inc. with offices located at 1125 4th Avenue, Hutchinson, Kansas 67501. · Supplier’s Website: the website with url www.tangleteezer.com. · Terms: these Business to Business Standard Terms of Sale, as amended from time to time in accordance with Section 12.8. 1.2 In these Terms, the following rules apply: (a) A person includes any individual, partnership, limited partnership, company, corporation, other legal personal representative, or other entity of any kind (regardless of whether such individual or entity has a separate legal personality). (b) A reference to a party to these Terms (i.e., Customer and Supplier) includes its affiliates, successors or permitted assigns. (c) A reference to a law, statute, regulation, or legal requirement constitutes a reference to such law, statute, regulation, or legal requirement as amended or re-enacted. A reference to a statute, law or regulation includes any subordinate legislation or regulation made under that statute, law or regulation, as amended or re-enacted. (d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. For example, any use of the word “including”, shall be construed as “including, but not limited to”. (e) A reference to writing or written includes faxes and e-mails. 2. BASIS OF CONTRACT 2.1 The Order constitutes an offer by Customer to purchase the Goods in accordance with these Terms. Customer is responsible for ensuring that the terms of the Order are complete and accurate. The Order shall only be deemed to be accepted when Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence. For the avoidance of doubt, the terms of the Contract shall be subject to and in accordance with the terms and conditions contained in these Terms. 2.2 These Terms apply to any Contract to the exclusion of any other terms that Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Supplier objects to and rejects any additional or different terms or conditions in any form tendered by Customer, including expressly rejecting any provisions that dictate that Customer’s proposed terms control. Supplier’s failure to object to any provision or terms from Customer will not be a waiver or amendment of any of the provisions of these Terms. 2.3 The Contract and these Terms constitute the entire agreement between the parties in relation to its subject matter. Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Supplier which is not set out in the Contract. 2.4 Any samples, drawings, descriptive matter, or advertising produced by or for Supplier and any descriptions, photographs or illustrations contained on Supplier's Website are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force. 2.5 Supplier shall not be obliged to accept any Orders and reserves the right to withhold acceptance of any Order placed by Customer. 3. GOODS 3.1 The Goods are described in the Specification Sheets or other Specifications. 3.2 Supplier reserves the right to amend the Specifications and the Specification Sheets of the Goods at any time if required by any applicable statutory or regulatory requirements. 4. DELIVERY 4.1 Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note specifying (i) the date of the Order, (ii) the type and quantity of the Goods under the Order and (iii) if the Order is being delivered by installments, the outstanding balance of Goods remaining to be delivered. 4.2 Supplier shall arrange for delivery of the Goods to the location set out in the Contract or such other location as the parties may agree in writing or, if so specified in the Contract, shall arrange for the Goods to be available for collection by or on behalf of Customer at the location set out in the Contract or such other location as the parties may agree in writing (the “Delivery Location”). 4.3 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location. 4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence of the Contract. Subject to Section 9.1, Supplier shall not be liable whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any delay in delivery of the Goods that is caused by a Force Majeure Event or Customer's failure to provide Supplier with adequate delivery instructions or failure to take or receive delivery of Goods. 4.5 If Supplier fails to deliver the Goods, subject to Section 9.1, its liability whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the costs and expenses incurred by Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods as specified in the Contract. 4.6 If Customer fails to accept delivery of the Goods after two (2) attempts, then, except where such failure or delay is caused by a Force Majeure Event or Supplier's failure to comply with its obligations under the Contract, then the Goods shall be returned to Supplier and Customer shall be responsible for any costs relating to the delivery attempts and subsequent return to Supplier including transportation, insurance, and storage costs, which costs shall be invoiced by Supplier and paid by Customer in accordance with Section 7. 4.7 Customer shall not be entitled to reject the Goods if Supplier delivers up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the invoiced price on receipt by Supplier of notice from Customer that the wrong quantity of Goods was delivered, subject to verification by Supplier. 4.8 In accordance with the Contract, Supplier may deliver Goods by installments, which Supplier shall invoice and Customer shall pay separately. Any delay in delivery or defect in an instalment shall not entitle Customer to cancel any other installment or the Contract. 4.9 Supplier shall have no obligation for repair, replacement, or reimbursement for missing or defective goods, except as specified in these Terms and provided, that Customer must notify Supplier of any such missing or defective Goods within 14 days of the date of delivery of such Goods. 4.10 If Customer elects to collect the goods from a Supplier distribution center, a date must be agreed upon by the parties in the applicable Contract. Customer shall notify Supplier promptly upon learning that Customer shall be unable to collect the Goods on the date specified. Supplier will use commercially reasonable efforts to hold the Goods for 24 hours following the originally specified collection date. After that time, the order will be subject to a $300 holding charge. 5. QUALITY 5.1 Supplier warrants that, on delivery, the Goods shall: (a) be free from material defects in design, material and workmanship; and (b) in all material respects conform with the description in the relevant Specification Sheet. 5.2 Subject to Section 5.3, if: (a) Customer gives notice in writing to Supplier within 7 days of discovery that some or all of the Goods do not comply with the warranty set out in Section 5.1; (b) Supplier is given a reasonable opportunity of examining, and access to, such Goods to know that they have not been used and that they have been stored properly and in accordance with the Contract; and (c) Customer (if asked to do so by Supplier) returns such Goods to Supplier's place of business at Customer's cost, Supplier shall, if the Goods do not comply with the warranty set out in Section 5.1 (to be determined at Supplier’s sole discretion), at its option, repair or replace the defective Goods in conformance with the applicable warranty, or refund the price of the defective Goods in full. THIS SECTION 5.2 STATES SUPPLIER’S SOLE AND EXCLUSIVE WARRANTY TO YOU AND ANY THIRD PARTY CONCERNING THE GOODS (INCLUDING WITHOUT LIMITATION SPARE PARTS AND SPECIFICATIONS) AND YOUR SOLE REMEDY WITH RESPECT TO ANY DEFECTS IN THE GOODS. 5.3 Supplier shall not be liable for the Goods' failure to comply with the warranty set out in Section 5.1 if: (a) Customer makes any use of the Goods after providing notice to Supplier in accordance with Section 5.2; (b) the defect arises from Customer’s failure to follow Supplier's oral or written instructions as to the storage, use and maintenance of the Goods, including the instructions on the packaging not to use the Goods with heat or other instructions contained in the applicable Specifications; (c) the defect arises because Customer generally did not store the Goods in a proper manner (including, in cases where Customer stores the Goods in direct sunlight); (d) Customer alters the packaging or repairs the Goods without the prior written consent of Supplier; (e) the defect arises as a result of normal wear and tear, wilful damage or negligence; (f) the defect or damage arises from casualty, accident, misuse or abuse, neglect, alterations, service or repair by anyone other than Supplier or its independent third party service providers, including without limitation by Customer; or (g) the Goods differ from the relevant Specification Sheet as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 5.4 Except as specifically set forth in these Terms, neither party makes any representations or warranties to the other party. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUPPLIER DISCLAIMS (A) ALL EXPRESS WARRANTIES TO CUSTOMER, OTHER THAN THE LIMITED WARRANTY DESCRIBED HEREIN, (B) ALL IMPLIED WARRANTIES TO CUSTOMER OF ANY KIND, AND (C) ALL WARRANTIES TO OR FOR THE BENEFIT OF ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS OR IMPLIED. THE IMPLIED WARRANTIES DISCLAIMED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDE ALL WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, QUIET ENJOYMENT, AND NON-INFRINGEMENT. EXCEPT FOR THE LIMITED WARRANTY DESCRIBED HEREIN, THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT OF ALL SERVICES, ALL EQUIPMENT AND ALL GOODS SHALL BE WITH CUSTOMER. SUPPLIER SHALL HAVE NO RESPONSIBILITY FOR GOODS WHICH ARE MANUFACTURED BY THIRD PARTIES. 5.5 These Terms shall apply to any repaired or replaced Goods supplied by Supplier. 6. TITLE AND RISK 6.1 The risk in the Goods shall pass to Customer on completion of delivery. 6.2 Legal and beneficial title to the Goods shall not pass to Customer until Supplier has received payment in full (in cash or cleared funds) for: (a) the Goods; (b) any amounts related to the Goods for which Customer is responsible under Section 7 (including, for clarity, delivery costs and Taxes); and (c) any other goods or services that Supplier has supplied to Customer in respect of which payment has become due. For the avoidance of doubt, Supplier shall retain a purchase money security interest in all Goods, as well as in the proceeds of any resale of such Goods, until the price of the Goods, as well as any other amounts due to Supplier pursuant to the sale of such Goods, has been paid in full by Customer. Customer agrees to execute any financing statements Supplier may request in order to protect Supplier’s security interest and hereby authorizes Supplier to execute and irrevocably appoints Supplier as its attorney in fact for the execution of such financing statements. Supplier will have all rights and remedies of a secured party under the Uniform Commercial Code, which rights and remedies will be cumulative and not exclusive. 6.3 Until title to the Goods has passed to Customer as described in Section 6.2, Customer shall, at its own cost from delivery: (a) insure the Goods for their full replacement value with a reputable insurance company and ensure Supplier’s interest in the Goods is noted on the policy; (b) if the Goods are destroyed by an insured risk, hold the insurance proceeds separately from all other monies on trust for Supplier; (c) not incorporate the Goods into any other item(s); (d) hold the Goods on a fiduciary basis as Supplier's bailee; (e) store the Goods separately from all other goods held by Customer so that they remain readily identifiable as Supplier's property; (f) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (g) maintain the Goods in satisfactory condition; (h) not create or purport to create any lien, charge or other encumbrance over or otherwise affecting the Goods; (i) notify Supplier immediately if it becomes subject to any of the events listed in Section 8.2; and (j) give Supplier such information relating to the Goods as Supplier may require from time to time, but Customer may resell or use the Goods in the ordinary course of its business. 6.4 If, before legal and beneficial title to the Goods passes to Customer as specified in Section 6.2, Customer becomes subject to any of the events listed in Section 8.2, or Supplier reasonably believes that any such event is eminent and notifies Customer accordingly, then, provided that the Goods have not been resold, and without limiting any other right or remedy Supplier may have, Supplier may, at Customer’s cost, at any time require Customer to deliver the Goods to Supplier and, if Customer fails to do so promptly, enter any premises of Customer or of any third party where the Goods are stored in order to recover them. Furthermore, Customer gives Supplier an irrevocable license to enter the premises where the Goods are stored to exercise Supplier’s rights under this Section 6.4 and repossess such Goods in accordance with its rights under Article 9 of the Uniform Commercial Code and other applicable laws. 7. PRICE AND PAYMENT 7.1 The price of the Goods shall be the price set out in the Contract. 7.2 The price of the Goods is exclusive of the delivery costs, which Supplier shall charge and Customer shall pay, in addition to the price of the Goods. Supplier shall confirm the delivery costs on the Order confirmation. 7.3 The price of the Goods and delivery costs are exclusive of any sales, use, assessments, fees, charges or service taxes resulting from provision of the Goods by Supplier (the “Taxes”). All Taxes applied by any government or regulatory entity to the Goods (including their sale, delivery, shipment, or use) will be added to the purchase price of the Goods and will be paid by Customer, except to the extent that Customer provides Supplier with an acceptable tax exemption certificate (if applicable). 7.4 Unless Supplier and Customer have agreed to credit terms in writing (in which case Section 7.5 shall apply), Supplier shall invoice Customer for the Goods, delivery and Taxes prior to dispatching the Goods, and Customer shall pay the invoice upon receipt. Supplier is under no obligation to dispatch or deliver the Goods unless and until it has received payment in full from Customer of all amounts specified on the invoice. 7.5 If Supplier and Customer have agreed to credit terms, Supplier shall invoice Customer for the Goods on dispatch of the Goods. Customer shall pay the invoice in full and in cleared funds within 30 Business Days of the date of the invoice, unless other credit terms have been agreed in writing by Supplier and Customer in which case such other credit terms shall apply. 7.6 All payments shall be made to the bank account nominated in writing by Supplier. Time of payment is of the essence of the Contract. 7.7 If Customer fails to make any payment due to Supplier under the Contract by the due date for payment (the “due date”) specified in the applicable invoice, then Supplier may: (a) Charge interest on the overdue amount (including all amounts due for the Goods, delivery, and Taxes) as of the due date at the lesser of: (i) one and one-half percent (1½%) per month; and (ii) the highest rate permitted by applicable law. . Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. Customer shall pay the interest together with the overdue amount; (b) with immediate effect suspend the provision of Goods either indefinitely or until Supplier has received all overdue sums in cleared funds; and/or (c) with immediate effect revoke or reduce any credit terms agreed either indefinitely or until Supplier has received all overdue sums in cleared funds. 7.8 Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law, and Customer shall not be entitled to assert any credit, set-off or counterclaim against Supplier in order to justify withholding payment of any such amount in whole or in part. 7.9 Customer acknowledges that Supplier may, at any time, conduct checks regarding Customer with credit referencing/reporting agencies, regardless of whether Customer has applied for credit terms. 7.10 Notwithstanding any other Section, Supplier may, by written notice to Customer at any time, immediately revoke or reduce any credit terms agreed for any or no reason. 8. CUSTOMER'S INSOLVENCY OR INCAPACITY 8.1 If Customer becomes subject, or Supplier reasonably believes that Customer may become subject, to any of the events listed in Section 8.2, and notifies Customer accordingly, then, without limiting any other right or remedy available to Supplier hereunder, all outstanding sums with respect to Goods delivered to Customer shall become immediately due and: (a) Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between Customer and Supplier, and without incurring any liability to Customer, indefinitely or until Supplier has received payment for any Goods, delivery and Taxes due under the Contract; (b) Supplier may terminate the Contract with immediate effect; and (c) Supplier may, with immediate effect, revoke or reduce any credit terms agreed with Customer either indefinitely or until Supplier has received payment for the Goods, delivery and Taxes. 8.2 For the purposes of Section 8.1, the relevant events are: (a) Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they come due or admits inability to pay its debts; (b) Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; (c) Customer files a petition in bankruptcy for liquidation; (d) Customer has an involuntary petition in bankruptcy filed against it which is not challenged within ten (10) days and dismissed with thirty (30) days; (e) Customer becomes insolvent; (f) Customer makes a general assignment for the benefit of its creditors; (g) Customer has a receiver appointed for its assets; (h) Customer has any portion of its assets attached; (i) Customer receives a “going concern” explanation or qualification from its external auditor; (j) Customer experiences a material negative change in its net assets (i.e., total assets minus total liabilities); (k) any event occurs, or proceeding is taken, with respect to Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Section 8.2(a) to Section 8.2(j) (inclusive); (l) Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or substantially all of its business; (m) Customer's financial position deteriorates to such an extent that in Supplier's opinion Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or (n) (being an individual) Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation. 9. LIMITATION OF LIABILITY AND INDEMNIFICATION 9.1 Supplier shall not be liable to Customer, whether in contract, tort or breach of warranty, for any indirect, incidental, special or consequential damages (including, for clarity, any damages for lost profits, loss of goodwill, loss of anticipated savings, or loss of contract) arising out of or relating to its performance or failure to perform its obligations under these Terms. 9.2 Supplier’s total liability to Customer with respect to any damages, losses, or liabilities arising from or in connection with its performance under these Terms shall not exceed an amount equal to the aggregate price under the Contract of the specific Goods giving rise to such damages, losses, or liabilities. 9.3 Customer shall indemnify, defend, and hold Supplier, its affiliates, and their respective officers, directors, employees, successors, and permitted assigns (collectively, the “Supplier Indemnitees”) harmless from and against any losses, liabilities, damages, fines, penalties, assessments, defaults, deficiencies, interest and expenses (including taxes), and any related claim, judgment, settlement, award, investigation, proceeding and litigation (including fees, expenses and other costs of attorneys, accountants, professional advisors and other experts incurred in connection with the defense or settlement of any of the foregoing) (collectively, “Losses”) suffered, incurred, or sustained by the Supplier Indemnitees or to which the Supplier Indemnitees become subject arising from or relating to: (a) provided that the Goods, or any part of them, are manufactured in accordance with a Specification supplied by Customer, any claim of actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with Supplier’s use of the Specification supplied by Customer; (b) any breach by Customer of Sections 10.1, 10.2, 11.1 or 11.2; (c) any costs incurred by Supplier arising from or related to its repossession of Goods or its exercise of any other rights under the Uniform Commercial Code in accordance with Section 6; (d) personal injury (including death) or injury to property to the extent arising from any act or omission of Customer, its employees or agents; and (e) fraud, gross negligence or intentional misconduct by Customer, its employees or agents. 10. INTELLECTUAL PROPERTY 10.1 Customer acknowledges that Supplier is the owner or licensee of all Intellectual Property Rights in the Goods, images of the Goods and other content displayed on Supplier’s Website and Customer shall not use, copy, modify the same in any manner whatsoever, except as otherwise agreed to in writing between Customer and Supplier. 10.2 Customer now agrees to Supplier’s Website Terms http://www.tangleteezer.com/terms.php which are now incorporated by reference and may be updated by Supplier from time to time. 10.3 Customer shall notify Supplier immediately if it becomes aware of any breach or potential breach of Supplier’s Intellectual Property Rights. 11. LEGAL COMPLIANCE 11.1 The Goods are not designed, intended, authorized, or warranted for use or inclusion in life support, financial institution, government, aeronautical, aerospace, military, or nuclear applications, or FDA Class III or other devices for which FDA premarket approval is required, implantable devices, or in life support or life endangering applications where failure or inaccuracy might cause death or personal injury. Any unauthorized sale, use, or inclusion by Customer or any of its direct or indirect customers is fully at Customer’s risk and voids any and all of Supplier’s obligations and warranties under the Contract. 11.2 Customer will comply with all applicable laws and regulations. The goods may be subject to export license or other international trade controls. Customer represents and warrants that it will comply with all applicable laws and regulations (in whatever jurisdiction) relating to export or re-export of the Goods. 12. GENERAL 12.1 Subject to Section 12.2, neither party shall 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. Subject to Section 12.2, as soon as reasonably possible after commencement of the Force Majeure Event the affected party shall notify the other party in writing of (i) the occurrence of the Force Majeure Event, (ii) the date of commencement and the estimated duration of the Force Majeure Event, (iii) the effects of the Force Majeure Event on its ability to perform its obligations under the Contract, and (iv) the efforts being made or proposed to remove, mitigate the effects of, or avoid such Force Majeure Event. Subject to Section 12.2, if such Force Majeure Event continues for a continuous period of ninety (90) days, either party may terminate the Contract immediately on giving prior written notice to the other party. 12.2 If Customer suffers a Force Majeure Event, it shall not be excused from paying sums due pursuant to the Contract. 12.3 Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of Supplier. 12.4 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this Section, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier, fax or e-mail (if confirmed with a hard copy sent by first-class post). A notice or other communication shall be deemed to have been received: (i) if delivered personally, when left at the address referred to above; (ii) if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; (iii) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, (iv) if sent by fax or e-mail, one Business Day after transmission. The provisions of this Section shall not apply to the service of any proceedings or other documents in any legal action. 12.5 If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable. 12.6 A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. 12.7 Supplier Indemnitees are third party beneficiaries to these Terms for the limited purpose of the rights (including enforcement) and obligations specified under Section 9.3. Subject to the foregoing exception, these Terms are entered into solely between Customer and Supplier, may be enforced only by Customer and Supplier, and will not be deemed to create any rights in any third parties. 12.8 Any variation to the Contract, including the introduction of any additional terms and Terms, shall only be binding when agreed in writing and signed by Supplier. 12.9 These Terms and the rights and obligations of the parties under these Terms shall be governed by and construed in accordance with the laws of the State of Kansas, without giving effect to the principles thereof relating to the conflicts of laws. The United Nations Convention for the International Sale of Goods shall not apply to this Agreement in whole or in part. Each party hereto irrevocably agrees that any legal action, suit, or proceeding brought by it in any way arising out of these Terms must be brought solely and exclusively in the state and federal courts located in or encompassing Hutchinson, Kansas and irrevocably accepts and submits to the sole and exclusive jurisdiction of the aforesaid courts in personam, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it or by the other party. 12.10 Nothing contained in these Terms shall be construed to make either Customer or Supplier partners, joint venturers, principals, agents or employees of the other. No officer, director, employee, affiliate or Supplier agent retained by Supplier shall be deemed to be an employee of Customer or a Customer agent. Neither party shall have any right, power or authority, express or implied, to bind the other. 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