• "Company" refers to Troo Health Care Limited, trading as Nutribl.
• "Client" means the individual or entity purchasing Products or Services from the Company.
2. Basis of Contract
2.1 These Terms and Conditions apply to all Contracts for the supply of Products and/or Services by the Company. Variations or additions must be agreed upon in writing.
2.2 The Client acknowledges that only written agreements from authorised representatives of the Company are valid. No verbal agreements or representations made by employees, agents, or third parties shall be binding unless confirmed in writing.
2.3 The Company reserves the right to refuse or cancel an order if:
• The Client fails to meet payment obligations.
• The Company reasonably believes the Client is engaged in fraudulent activity.
• Fulfilling the order would breach legal or regulatory requirements.
If an order is cancelled before dispatch, any payments made will be refunded, excluding any incurred costs (e.g., administrative fees, processing fees). A breakdown of deductions will be provided upon request. If the order has already been dispatched, no refund will be provided.
2.4 For stock Products, prices are listed on the Company's website, and payment is required at the time of order. Orders are only confirmed once payment has been received.
2.5 For custom manufacture orders, the Contract is formed upon written acceptance of a quote or order confirmation by the Company.
3. Products and Lead Times
3.1 Stock Products
• All stock Products are subject to availability.
• The Company aims to dispatch stock orders within the timeframe indicated on the website (Nutribl Lead Times) but does not guarantee specific delivery dates.
3.2 Custom Products
• Custom manufacture products are subject to production lead time.
• Estimated lead times will be given at the time of order and are for guidance only and may be affected by factors outside the Company’s control.
• Any changes to the estimated lead time will be communicated to the Client as soon as possible.
4. Delivery and Risk of Loss
4.1 Shipping Terms
• For export orders outside the UK, all prices are Ex Works (EXW) from the Company's fulfilment facility. Freight, insurance, and applicable taxes are the Client's responsibility.
• For UK deliveries, the Company offers two shipping options:
o Courier service controlled by the Company, where the Company arranges shipping to the Client’s designated address.
o Self-organised courier (including FBA shipments), where the Client arranges their own courier service.
4.2 Risk Transfer & Storage Fees
• For orders shipped via the Company’s courier service, title and risk in the Products pass to the Client upon delivery to the designated address.
• For self-organised courier shipments, title and risk pass to the Client once the goods are collected from the fulfilment facility. The Company ensures the goods are in good condition before collection. However, once the Client’s courier collects the order, the Company accepts no further liability. The Client must ensure that adequate insurance coverage is in place for all self-organised courier shipments, including FBA shipments, as the Company accepts no liability once goods have left the fulfilment facility.
• Storage Fees: If the Client fails to collect or accept delivery of Products within 14 days of notification of availability, the Company reserves the right to charge storage fees at a rate of £11 per pallet per week. If the goods remain uncollected for 90 days, the Company may, at its discretion, dispose of the goods or resell them, with no refund issued to the Client.
5. Pricing & Adjustments
5.1 Prices are subject to change based on market conditions, supplier costs, or currency fluctuations. Any price adjustments will apply to new orders only and will not affect orders already confirmed and paid for. If the Client enters into a fixed-term pricing agreement, prices will remain fixed for the agreed term.
5.2 The Company reserves the right to correct any typographical, clerical, or other errors in sales literature, quotations, invoices, or other documents without liability.
5.3 Late Payments: Invoices must be paid in full by the due date. If payment is not received within the agreed terms, the Company reserves the right to charge statutory interest at 8% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
6. Regulatory Compliance & Labelling
6.1 The Client is solely responsible for ensuring that Products, labels, claims, and marketing materials comply with all relevant laws and regulations in their target markets.
6.2 Customs & Import Responsibilities: For international shipments, the Client is responsible for ensuring compliance with customs regulations, import duties, and any applicable approvals. The Company accepts no liability for customs-related delays, returns, or confiscations.
7. Intellectual Property & Confidentiality
7.1 The Client retains ownership of branding and design work they have paid for. However, the Company retains intellectual property rights over proprietary methods and trade secrets. Branding and design work specifically commissioned and paid for by the Client belongs to the Client. However, unless source files are separately purchased, the Company is not obligated to provide them.
7.2 The Client may not use, copy, or disclose the Company’s proprietary information, sourcing methods, or formulations without express written permission.
7.3 Confidentiality & Non-Compete: The Client agrees not to disclose proprietary or confidential business information obtained from the Company to any third party.
8. Product Warranty & Expiry
8.1 The Company warrants that Products will be free from material defects for a period of 30 days from delivery. This warranty applies solely to material defects and does not guarantee product performance or suitability for a specific purpose.
This warranty does not cover:
• Defects caused by improper handling or storage by the Client.
• Normal wear and tear.
• Modifications made by the Client.
The Client must inspect Products upon receipt and notify the Company of any visible defects within seven days. If a defect is not immediately detectable, the Client must notify the Company within a reasonable period, not exceeding 90 days from delivery.
The Company shall not be liable for any indirect, special, or consequential losses, including but not limited to:
• Loss of profits, revenue, or business
• Damage to reputation or brand
• Third-party claims arising from the use, marketing, or resale of the Products
• Regulatory enforcement actions, fines, or penalties incurred by the Client due to non-compliance with local laws
• The Company's total liability under any claim shall not exceed the total amount paid by the Client for the Products in question.
8.2 Product Expiry: All food supplements supplied have a clearly printed expiry date. The Client is responsible for ensuring proper stock rotation and that products are sold before expiration. The Company does not accept returns or liability for expired stock unless a manufacturing defect is reported within the warranty period.
9. Force Majeure (Unforeseen Delays)
The Company shall not be held liable for delays or failure to fulfil obligations due to circumstances beyond its reasonable control, including but not limited to:
• Natural disasters
• Supplier failures
• Transport strikes
• Government regulations or customs delays
10. Data Protection & GDPR Compliance
10.1 The Company processes and stores Client data in compliance with UK GDPR laws. Client information will not be shared with third parties unless required for order fulfilment, legal compliance, or with explicit consent.
10.2 The Client has the right to request access, correction, or deletion of their data at any time.
11. Governing Law and Jurisdiction
11.1 These Terms and Conditions are governed by the laws of England and Wales.
11.2 Any disputes shall be subject to the exclusive jurisdiction of the English courts.