Terms of Sale
About Our Terms of Sale
The following terms ("Terms of Sale") govern purchases made by any person (including consumers) on the dbrand inc. ("dbrand", "we", "us", "our") website, available at www.dbrand.com (the "Website"). Please review these Terms of Sale carefully. By proceeding to place an order, you agree to be bound by all the Terms of Sale set forth herein. If you do not agree with these Terms of Sale, do not place an order on the Website. A copy of these Terms of Sale may be downloaded, saved and printed for your reference.
To place an order on the Website, you can register and create an account or you can place an order as a guest. Receipt of your order will be confirmed via an automatic email to the email address associated with your account (or, if you are a guest, to the email address you provide to us when you place your order). Such email is a confirmation that your order has been received by dbrand. dbrand reserves the right, at its sole discretion, to cancel or refuse any order for any reason. Once dbrand receives payment and ships your order, you and dbrand will be parties to a legally binding contract that consists of your invoice and these Terms of Sale.Some situations that may result in your order being cancelled or refused are (i) limitations on quantities available for purchase; and (ii) inaccuracies or errors in product or pricing information. We may also require additional verifications or information before accepting any order. dbrand will contact you if all or any portion of your order is cancelled or if additional information is required to accept your order. If your order is cancelled after your credit card has been charged, we will issue a credit in the amount of your charge to your credit card.
Prices and Currency
The prices displayed on the Website are shown in United States dollars. Shipping and handling fees and taxes are listed, if applicable. You are responsible for the payment of any shipping and handling charges and any federal or provincial taxes that may apply to your order. These charges are added to the invoice price during the order process.
All amounts payable pursuant to the contract formed by the invoice and these Terms of Sale are in United States dollars (USD).
You may pay for your purchase using a Visa or MasterCard credit card or via PayPal. You authorize dbrand to charge the applicable card the amount of the invoice. You represent and warrant that you are the authorized cardholder of the applicable credit card or account holder of the PayPal account. If your card is rejected by the card issuer or your payment is rejected by PayPal, your order will not be shipped and dbrand will have no obligation to fulfill your order. All billing and registration information provided by you to dbrand must be truthful and accurate. Providing any untruthful or inaccurate information constitutes a breach of these Terms of Sale.
Availability and Descriptions
The purchase of products on the Website is subject to their availability. In the event that the product you request is not available at the time of your order, dbrand will have no obligation to fulfill your order and you will have no obligation to pay dbrand for the order. Although we strive to update and keep accurate product and pricing information on the Website, errors and/or omissions may occur. In the event that an item is listed at an incorrect price or with incorrect information, dbrand shall have the right, at its sole discretion, to refuse or cancel any orders placed for that item. If an item is incorrectly priced, we will notify you of such cancellation.
Products displayed on the website may not be available at all times and products and prices may be changed, and products substituted or discontinued at any time. While we attempt to provide an accurate description of items available for purchase on the website, we do not warrant the accuracy, completeness, reliability or currency of such descriptions.
From time to time, the Website may be down or otherwise unavailable for maintenance, upgrades or other purposes. dbrand reserves the right to take the Website down, or otherwise make any changes to the URL or content therein, without notice to you. dbrand is not liable to you for anything (including losses, costs, fees or expenses) in connection with the Website being unavailable.
Quantity Limits and Items for Resale
dbrand reserves the right, at its sole discretion, to limit the quantity of items purchased per person, per household or per order. These restrictions may be applicable to orders placed by the same account, the same credit card, and also to orders that use the same billing and/or shipping address. We will provide notification to you should such limits be applied. dbrand also reserves the right, at its sole discretion, to prohibit sales to dealers or resellers.
Title to Products
Once dbrand receives payment for your order and the product(s) leave dbrand’s facilities, the product(s) belong to you. In legalese, all right, title and interest in the product(s) included in you order transfers from dbrand to you at that point.
Pick-Up / Delivery
Your order will be shipped to the delivery address specified by you during the order process, via the method of delivery specified by you. Legally, all risk of loss or damage to the product(s) you ordered is with you once the product(s) leave dbrand’s facilities. dbrand is not responsible for any loss of the product(s) following shipment from dbrand's facilities to your delivery address, however dbrand is not a faceless corporation built on the foundation of robbing customers. If your product(s) get lost in transit, simply reach out to us via our Contact form and we'll work with you to ensure you get what you paid for.
Cancellation / Returns
Except for any statutory rights of cancellation that you may have under applicable provincial consumer protection laws, once you place your order you cannot cancel it. Given the customized nature of dbrand's products, products purchased cannot be returned or exchanged without express authorization from a dbrand representative. Refunds can be provided for products that are damaged before delivery to you. Refunds can also be provided for products bearing a custom logo or other artwork that does not match the logo or other artwork requested by you. If you receive your order and any products appear to be damaged or do not bear the custom logo or other artwork requested by you, please contact us promptly at the contact details set out below. Returns for unopened, unused merchandise that does not bear any logo or other artwork may be eligible for a refund minus the shipping amount, provided that the merchandise arrived in a damaged condition.
In order to keep shipping prices low for customers, our standard shipping service uses government-run local postal services without tracking. If an order does not successfully arrive at the delivery address provided during checkout within the recommended time-frame specified in your Shipping Confirmation, please use the Contact Form to let us know. We'll work with you to get a re-shipment processed and ensure that you receive the product you paid for. We do not provide any refunds based on undelivered items, as delivery is out of our control once an item has left our warehouse. Again, just send us a message through our Contact form if your item is undelivered and we will work with you to deliver what you paid for. Under no circumstances does dbrand provide refunds to Freight-Forwarding addresses, as the nature of these delivery addresses is such that delivery is not only out of our control, but out of the scope of delivery by government-run local postal services.
When you place an order, you buy the product(s) on an "as is" basis. To the maximum extent permitted by law, dbrand disclaims all warranties with respect to its product(s), including any warranties of merchantability, non-infringement and fitness for a particular purpose. Because some jurisdictions do not permit the exclusion of certain warranties, these exclusions may not apply to you.
Limitation of Liability
dbrand’s liability under the contract formed by your invoice and these Terms of Sale shall be strictly limited to the total amount payable by you for the product(s) as set out in your invoice excluding any applicable shipping fees, handling fees, customs duties and taxes. In addition, dbrand’s liability shall be further limited to actual damages suffered. Under no circumstances is dbrand liable for SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES. This paragraph is intended to survive the termination, expiry or performance of this contract.
By placing an order and entering into this contract with dbrand formed by the invoice plus these Terms of Sale, you agree that said agreement and all related documents are to be drafted in the English language. The agreement may be translated into another language, but in the event of any diversion between the English version and any other version, the English version shall prevail.
The contract formed by the invoice and these Terms of Sale will be governed by the laws of the province of Ontario and the laws of Canada applicable therein without regard to the laws of any other jurisdiction. You and dbrand agree to exclude applying to this contract the United Nations Convention on Contracts for the International Sale of Goods.
Dispute Resolution - Arbitration
In the event that there is a dispute, controversy or claim between you and dbrand in connection with the contract formed by the invoice and these Terms of Sale, including any questions regarding the contract’s validity, existence, or termination, the parties agree to submit the matter to confidential and binding arbitration. The arbitration will be conducted as follows:
Arbitrator - dbrand will select one (1) single arbitrator to conduct the hearing.
Electronic Hearing - The arbitration hearing shall be conducted by video-conference. dbrand may, in its discretion, allow the hearing to be conducted by teleconference or via another technology, so long as all the parties can communicate simultaneously. All notices, submissions, arguments and evidence will be submitted electronically, whether by email, cloud-sharing service or other method of electronic communication acceptable to the arbitrator and dbrand.
Arbitration Seat - Irrespective of the fact that the arbitration is being conducted electronically (whether by video-conference, teleconference or otherwise), the seat of the arbitration will be deemed as Toronto, Ontario, Canada.
Language - The language to be used in the arbitral proceedings shall be English.
Jurisdiction - The arbitrator will have jurisdiction to final and conclusively resolve the dispute, controversy or claim. The parties hereby irrevocably submit and attorn to that arbitrator’s jurisdiction. Without limiting the generality of the foregoing, the arbitrator’s authority will specifically include: a) any power granted to the arbitrator under the Arbitration Act (Ontario); and b) the power to award costs (including arbitration costs, legal fees and disbursements) on a partial or full indemnity basis as determined by the arbitrator in the manner which the arbitrator considers appropriate under the circumstances.
Procedural Rules - The procedural rules for the arbitration, including items like submission of claims and defences, submission of evidence, discovery and motions, shall be as follows:
If you live in Canada, then the Arbitration Act (Ontario), ADRIC Arbitration Rule from the ADR Institute of Canada, Inc. (www.amic.org), and such other procedural rules as is applicable to the arbitration seat; and
If you live outside of Canada, then the UNCITRAL Model Law on International Commercial Arbitration as enacted in the International Commercial Arbitration Act, 2017 (Ontario) along with such other procedural rules as is applicable to the arbitration seat.
Rulings - Any judgment, decision or award rendered by any arbitrator pursuant to this section shall:
be final and binding upon you and dbrand;
not be the subject of any further court proceedings except in connection with the enforcement of any such award by a court of competent jurisdiction; and
be disclosed only to the party’s auditors, accountants, lawyers and other professional advisors. However, the ruling may only be disclosed on the condition that it be kept confidential by the recipient. Save and except for the aforementioned disclosures, the ruling shall be kept strictly confidential and shall not be disclosed to any other person unless so required by law for enforcement or other purposes.
In the event that the arbitration claim above gives rise to any legal proceedings for any purpose whatsoever (such as, by way of example, a dispute over procedure), the parties hereby elect the judicial district of Toronto in the Province of Ontario, Canada as the proper forum for the hearing of said claims or said legal proceedings to the exclusion of any other judicial district which may have jurisdiction to hear such dispute according to the appropriate laws. Said legal proceedings shall be submitted to and subject to the jurisdiction of the courts of the Province of Ontario (including the Supreme Court of Canada) which shall have exclusive jurisdiction in connection with such matters. Where such circumstances arise, the parties hereby irrevocably submit and attorn to the exclusive jurisdiction of such courts to finally adjudicate and determine issues contemplated in that proceeding.
These Terms of Sale constitute the entire agreement between you and dbrand with respect to your purchase of products through the Website. If any provision of these Terms of Sale is held to be invalid or unenforceable, such provision will be severed from the Terms of Sale and the remaining provisions shall remain in full force and effect. The delay or failure of dbrand to act with respect to a breach by you or others of the contract created by these Terms of Sale does not constitute a waiver and shall not limit dbrand's rights with respect to such breach or any subsequent breaches. All waivers shall be in writing. dbrand shall not be liable for any delay or failure to perform any of its obligations under these Terms of Sale if such delay or failure is due to causes beyond its control, such as by way of example, snowstorms, ice-storms, flooding, hurricanes and other inclement weather. You may not assign these Terms of Sale to any other person without the prior written consent of dbrand. dbrand may assign any of its rights hereunder to any other person or persons at any time without notice to you. These Terms of Sale will be binding upon and will ensure to the benefit of (i) you and your heirs, executor, administrator and other legal representatives; and (ii) dbrand and its successors and assigns. Notwithstanding any other provision of these Terms of Sale, any provision of these Terms of Sale that imposes or contemplates continuing rights or obligations on you or us will survive the expiration or termination of the contract formed by the Terms of Sale and the invoice.
You and dbrand hereby agree to perform the obligations herein honestly. A party shall not mislead or misrepresent to any other person any matter in connection with this contract including the terms herein or any aspect of performance hereunder.
Notices to you may be made via email or some other form of electronic communication. , or In cases of changes to these Terms of Sale, by posting notices or links to such notices on the Website itself. You may send dbrand a notice by using the Contact Form on the Website.
Last updated on August 1, 2019.