Effective Date: 26-02-2025 

PLEASE READ THESE TERMS CAREFULLY BEFORE PLACING AN ORDER. BY USING THE TRU BELT WEBSITE OR PLACING AN ORDER, YOU CONFIRM YOU ARE A BUSINESS CUSTOMER (NOT A CONSUMER) AND AGREE TO BE BOUND BY THESE TERMS.

1. INTERPRETATION 

• In these Conditions, the following definitions apply:
  • Business Customer: A company, reseller, or trade buyer purchasing Goods for commercial use (not for personal/consumer purposes).
  • Business Day: A day (other than a Saturday, Sunday, or public holiday) when banks in London are open for business.
  • Contract: The agreement between TRU Belt and the Business Customer for the sale and supply of Goods under these Conditions.
  • Force Majeure Event: Any event beyond TRU Belt’s reasonable control, including but not limited to strikes, acts of God, supply chain disruptions, pandemics, cyberattacks, embargoes, or government actions, which could not have been foreseen or was unavoidable.
  • Goods: Belts and related components for transport refrigeration units (TRUs), as described in TRU Belt’s product catalogues or Order confirmations.
  • Reseller: A third-party business authorised by TRU Belt to distribute Goods to end users.
  • Website: tru-belt.com, which serves informational and trade support purposes only (no direct sales functionality).

• In these Conditions:
  • A “person” includes individuals, corporations, and unincorporated bodies.
  • A reference to a party includes its successors, assigns, and representatives. 
  • A reference to legislation includes any amendments or re-enactments.
  • Terms like “including” or “in particular” are illustrative and do not limit the preceding words. 
  • “Writing” or “written” includes emails and electronic communications. 

2.    BASIS OF CONTRACT 

• B2B Transactions Only:
  TRU Belt sells Goods exclusively to Business Customers and Resellers for onward commercial use. Goods are not available to consumers or end users directly.
• Order Process:
  Orders must be placed by Business Customers through approved channels (e.g., email, trade account). The Website does not facilitate direct sales.
• Reseller Responsibility:
  Resellers must ensure compliance with all applicable laws when reselling Goods, including providing accurate product information and warranties to end users.
• No Consumer Rights:
  These Terms exclude any rights granted to consumers under consumer protection laws (e.g., Consumer Rights Act 2015), as Goods are sold for business use only.
• Amendments:
  No variation to the Contract is valid unless agreed in writing and signed by TRU Belt.
• Entire Agreement:
  This Contract constitutes the entire agreement and supersedes prior negotiations or agreements.

3.    GOODS & AVAILABILITY 

• Product Information:
  Goods are described on the Website or in TRU Belt’s catalogues for reference. Specifications may vary slightly due to technical improvements.
• Stock Availability:
  All Orders are subject to stock availability. TRU Belt will notify Business Customers promptly if Goods are unavailable and offer alternatives or refunds.
• Substitution:
  TRU Belt reserves the right to substitute Goods with items of equivalent quality and functionality if the original Goods are unavailable.

4.    DELIVERY 

• Delivery to Business Customers:
  Goods will be delivered to the Business Customer’s nominated address. Risk passes on delivery; title passes on full payment (clause 7).
• Reseller Distribution:
  TRU Belt is not responsible for delivery to end users. Resellers must manage their own distribution networks and comply with local regulations.
• Delivery Timelines:
  Delivery dates are estimates only. TRU Belt is not liable for delays caused by incorrect delivery details provided by the Customer.
• Incorrect Information:
  The Customer is liable for additional costs arising from inaccurate delivery instructions.

5.    PRICING & PAYMENT 

• Trade Pricing:
  Prices are quoted ex-works and exclude VAT, packaging, and delivery. Resellers may negotiate volume discounts via agreed credit terms.
• Payment Terms:
  Invoices are payable within 30 days unless otherwise agreed in writing. Late payments incur interest at 8% above the Bank of England base rate.
• No Direct Sales:
  The Website does not process payments. All transactions occur through approved B2B channels (e.g., trade accounts, invoicing).
• Statutory Interest:
  Interest on late payments complies with the Late Payment of Commercial Debts Act 1998.
• Payment Methods:
  Payments must be made via bank transfer or agreed credit terms. Third-party payment platforms are excluded.

6.    RETURNS & WARRANTIES

• Business Customer Returns:
  Defective Goods may be returned within 14 days of delivery. TRU Belt will repair, replace, or refund at its discretion.
• Warranty Claims:
  Warranties apply only to Business Customers. Resellers must handle end-user claims independently, adhering to TRU Belt’s warranty terms.
• Exclusions:
  Warranties do not cover damage caused by improper installation, misuse, or unauthorised modifications.
• Return Procedure:
  Returns require prior authorization (RMA number). Unauthorised returns will be rejected.
• Warranty Period:
  Goods are warranted for 90 days from delivery, unless stated otherwise.

7.    LIABILITY

• Indirect Losses:
  TRU Belt is not liable for indirect losses (e.g., lost profits, business disruption) arising from the use of Goods.
• Total Liability:
  TRU Belt’s liability for direct losses is limited to the price of the Goods.
• Exclusions:
  TRU Belt excludes liability for consequential loss, data loss, or reputational harm.

8.    RESELLER OBLIGATIONS

• Compliance:

Resellers must:

• Clearly identify themselves as independent sellers (not agents of TRU Belt).
• Provide end users with accurate product information and safety guidelines.
• Not use TRU Belt’s trademarks without prior written consent.
  • Restrictions:
    Resellers may not sell Goods through unauthorised online marketplaces (e.g., Amazon, eBay) without TRU Belt’s approval.
  • Termination:
    TRU Belt may terminate agreements with Resellers for breach of obligations, including unauthorised sales channels.
  • Indemnity:
    Resellers indemnify TRU Belt against claims arising from their acts or omissions.

9.    FORCE MAJEURE

• Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent caused by a Force Majeure Event.
• The affected party shall:

• Notify the other party in writing of the Force Majeure Event and its expected duration without undue delay;
• Use reasonable efforts to mitigate the effects of the Force Majeure Event.
  • If the Force Majeure Event persists for more than 30 days, either party may terminate the Contract by written notice, with no liability for such termination.
  • Suspension of Performance:
    The non-affected party may suspend obligations during a Force Majeure Event.
  • Proof:
    The affected party must provide evidence of the Force Majeure Event upon request.

10. GENERAL

10.1 Governing Law and Jurisdiction

10.1.1 These Terms and Conditions, and any disputes or claims arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the country where the contract is formed or where the Customer is based, as applicable.
10.1.2 The parties irrevocably agree that the courts of the country where the contract is formed or where the Customer is based shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions.

10.2 Amendments: TRU Belt may update these Terms at any time. The latest version will be published on the Website.

10.3 Severability: If any term is found invalid, the remainder of the Terms shall remain enforceable.

10.4 Contact: For questions, contact TRU Belt at [email protected].

11. DATA PROTECTION

• GDPR Compliance: 
  TRU Belt processes personal data in accordance with GDPR. For details, see our Privacy Policy.

12. INTELLECTUAL PROPERTY

• Restrictions:
  Resellers may not reverse-engineer, copy, or modify TRU Belt’s Goods without written consent.