Terms of Purchase for Physical Products

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General Purpose. These Terms are between you (“Purchaser,” “you,” “your”) and Brearly & Co. (“Company,” “we,” “us,” “our”) for the purpose of purchasing or otherwise obtaining goods (our “Products”) whether through our website at www.brearlyandco.com or any related domains or subdomains (the “Website”), or in person. The Company and the Purchaser will collectively be referred to as “Parties,” and each individually as a “Party.”  

By clicking “Add to Cart,” “Buy Now,” or any other phrase on the purchase button, submitting a payment electronically or in-person, or otherwise subscribing through the Website, you are agreeing to adhere to and be bound by following terms and conditions (the “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. 

Applicability. These Terms are the only terms that govern how we provide our Products to you.  These Terms: 

• Together with your order confirmation (“Order Confirmation”), make up the entire agreement (collectively, this “Agreement”) between you and the Company, and supersede all others, both written and oral, regarding the purchase, sale, and delivery of any Services and the use of the Website.  In the event of any conflict between these Terms and the Order Confirmation, these Terms/the Order Confirmation]will govern unless the Order Confirmation expressly states that these Terms will govern. 
• Will prevail over any terms and conditions submitted by you with a request for proposal, order, or in any other manner.  Providing Products to you does not mean that we, in any way, accept your terms and conditions, nor will it amend or modify these Terms. 

Scope of Products. Our Products include but are not limited to: apparel, stickers, drinkware, decor, and  digital resources. We agree to provide Products to you as described in the Order Confirmation.Page Break 

Product Delivery. When you make a purchase and submit your payment, you will be provided with the Products as detailed on the Website. Please note that product delivery will differ based on when you make your purchase. For more information, please refer to the product description and/or your receipt of purchase.  

If the Product is listed as presale or pre-order, the order will be delivered as detailed on the Website. The Company will make all reasonable efforts to meet any estimated delivery dates. Should the Company be unable to meet estimated timelines for delivery of presale Products, the Company will have the sole discretion as to whether to issue a refund. 

We may ship the Products listed on the Order Confirmation individually based on availability.  Each shipment will constitute a separate sale, and you will be responsible for paying for each Product shipped whether the shipment is a full or partial order fulfillment. 

If we are unable to deliver the Products because of your failure to provide appropriate instructions, address(es), documents, or authorizations: (i) any Product loss will become your responsibility; (ii) the Products will be considered delivered; and (iii) we may, at our discretion, store the Products until you pick them up, with Purchaser being liable for all related costs and expenses. 

Non-Delivery. The number of Products as recorded by Seller upon dispatch of the Order is evidence of the quantity received by the Purchaser upon delivery. Seller is not liable for any non-delivery of Products unless Purchaser gives written notice to Seller of the non-delivery within 14 days of the date when the Products would in the ordinary course of business have been received. Any liability of Seller for non-delivery of the Products shall be limited to the cost actual quantity of Products that were not delivered. Seller has no liability beyond that cost. 

Merchandise Availability. We cannot guarantee merchandise availability on our Website as it may be low in stock.  We will notify you by email if merchandise is not available at the time your order processes. You can confirm availability by emailing us at support@brearlyandco.com. 

Sales Price. The price of our Products is the price indicated on the Order Confirmation (the “Sales Price”).  If no price is included on the Order Confirmation, the Sales Price is the price published on the Company’s website as of the date reflected on the Order Confirmation. We reserve the right to cancel full and partial orders due to pricing errors in store presentation. Unless otherwise indicated, all Fees are in USD. 

Promotions + Discounts. We may occasionally market and/or advertise promotions, discounts, limited time offers, and/or bonuses (“Promotions”) to potential customers. You are entitled to take advantage of any active Promotions when you purchase our Products. Promotions are offered manually and/or through automated campaigns at any given time and are not guaranteed to be available when you make a purchase through the Website. We reserve the right to change or alter any Promotions at any time and at our sole discretion. If you made a purchase of our Products prior to any associated Promotions, we are unable to honor the new offer or issue a partial refund in the form of cash or store credit. 

Payment + Billing. By providing the Company with your preferred payment method, you represent and warrant that you:  

• Are authorized to use that payment method (the “Authorized Payment Method”) 
• Authorize the Company to charge your Authorized Payment Method for any fees related to your purchase of the Products, including without limitation fees relating to any paid feature of the Website and/or subscription service of the Company in which you have chosen to enroll (collectively, the “Fees”) 

• Grant to us the right to provide information necessary to process payment through your Authorized Payment Method to third parties to facilitate the transactions initiated by you or on your behalf 
• Agree to pay all charges incurred by you or on your behalf through the Website, at the prices in effect when those charges are incurred including but not limited to all shipping and handling charges, applicable fees and taxes, insurance, and customs duties.  
• Authorize us to charge your payment method for any Products received in connection with any limited time trial-period offer if you do not cancel the offer and/or return the Products on or before the last day of the trial period. 

Transactions. We reserve the right to refuse or cancel any order you place on the Website for any reason, including for pricing errors as described in the Sales Price section of these Terms. We reserve the right to limit order quantities by Purchaser, payment method, and/or billing or shipping address. We reserve the right to  prohibit the purchase of any of our Products to resellers, distributors, and dealers. 

Error in Store Presentation. We strive to present information that is published correctly and update the Website regularly in a way that allows us to correct any resulting errors.  However, any of the content on the Website may, at any given time, be incorrect or out-of-date. We reserve the right to make changes to Product prices, specifications, processes, Promotions, availability, and to the Website as a whole at any time under any circumstance.  While we try to accurately display the colors of products, the colors you see may not be accurate depending on your monitor and/or mobile device. 

Inspection of Nonconforming Products. Although we do our best to ensure that you receive the Products you ordered, there is a chance you could receive a different product than what is listed on the Order Confirmation, or a product with contents that do not match what is described on its label or packaging (“Nonconforming Products”).  You should inspect the Products within 14 days of receiving them (“Inspection Period”). You will be considered to have accepted the Products unless you notify us in writing of any Nonconforming Products by the end of the Inspection Period and provide documented evidence as required by the Company. If you notify us of any Nonconforming Products during the Inspection Period, we may at our sole discretion and as your exclusive remedies, (i) replace the Nonconforming Products with conforming Products, or (ii) issue a credit or refund for the Sales Price. If we decide to replace the Nonconforming Products, you will not be responsible for any shipping and handling fees.  

No Warranties + No Guarantees. Products manufactured by a third party (“Third Party Products”) may contain, packaged together with, packaged or contained in, incorporated into, or constitute the Products.  We are providing the Products and any Third Party Products on this Website on an “As-Is” basis for individual use by you at your own risk and without any warranties, whether express or implied, including, but not limited to warranties of title; merchantability; fitness for a particular use; or any rights or licenses in these Terms.  The Company makes no warranty as to the accuracy and reliability of information set forth in the Website and Company-related documentation. 

Returns + Exchanges. We offer you the option to return or exchange select products** within 30 days of delivery. Order protection is available for purchase through Redo for a small fee at checkout. 

Chargebacks. By attempting a chargeback with your financial institution, you are expressly agreeing to pay the full cost of your original purchase, plus any fees or associated costs incurred by the Company. We have the right to present these Terms to your financial institution, any payment processing company and/or investigating agency concerning the attempted chargeback or financial dispute.  

Intellectual Property. The Company owns and retains all rights, titles, and interests in and to the Products.  Nothing in these Terms transfers any intellectual property ownership, and we reserve all rights not expressly granted to you. Altering or modifying the Products in any way does not grant you intellectual property ownership or the right to market or sell the altered or modified Products. 

Consent to Use. You are welcome to give us comments and feedback pertaining to our Website, our Products, and our Company, however, we cannot receive any confidential or proprietary information.  Therefore any reviews, images, comments, testimonials, feedback, ideas, suggestions, information, offers, tags, and other disclosures submitted to us through our Website or otherwise (collectively, “Submissions”) are by default not confidential.  You hereby grant us an unrestricted, irrevocable, perpetual, fully-paid, royalty-free commercial license and voluntarily release us to use your Submissions in any manner for any future business use. In doing so, we may use your name and/or photo along with any other publicly acknowledged information that has been revealed by you when referring to your Submissions on our Website, marketing materials, guides, and any other platform not expressed in these Terms.  

User Content. Certain features of the Website may allow you to submit messages, post reviews, upload images, videos, folders, or other data, and otherwise publish content to the Website (“User Content”).  We may interact with you through third-party platforms, websites, communication services, and media channels such as Facebook, Instagram, and Twitter (“Social Media Assets”), as well as our Website (collectively, “Communication Platforms”).  You understand and agree that: 

• Any content you submit to our Communication Platforms will be considered User Content 
• Your User Content will not contain libelous or otherwise unlawful, profane, abusive, or obscene material, or any computer virus or other malware 
• We have the right but not the obligation to modify or delete User Content that we deem in our sole discretion to be abusive, unlawful, illegal, defamatory, libelous, obscene, or objectionable to us.  

• You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of your User Content 
• You are solely responsible for your User Content and the consequences of providing User Content via our Communication Platforms 
• We take no responsibility and assume no liability for any User Content posted by you or any third-party 

By providing User Content via our Communication Platforms, you are stating that nothing in your User Content or its use by the Company (i) infringes on the rights of any third-party, including copyright, trademark, privacy, personality, or other personal or proprietary right; (ii) slanders or defames any other person; (iii) would cause us to violate any law or regulation or otherwise cause us any liability by its use 

Age Limitations. You must be at least 13 years old to use our Website. By submitting payment or otherwise enrolling through the Website, you are stating that you meet all legal age limits in your jurisdiction that are required to use this Website and/or purchase Products, and that you have given us your consent to allow your minor dependents to use this Website. 

Changing Terms. We reserve the right to update and revise these Terms at any time without notice to you.  Your continued use of the Products and Website after we have updated the Terms of Purchase indicates your acceptance and agreement to the changes. 

Privacy + Protection of Personal Information. We respect your privacy and are committed to protecting it.  We may use certain information that we collect from you to operate Brearly & Co. and provide our Products.  Please review our Privacy Policy to understand the types of data we collect from you and your devices (“Data”) in connection with your purchase of Products through the Website and how we use your Data. 

Termination of Use. We may terminate your account or restrict your use of the Website at any time for any reason.  Under these Terms, you understand that you are responsible for any orders and purchases you make or charges you incur prior to such termination. The company may change, discontinue, or otherwise suspend the Website for any reason, at any time, and without prior notice to the Purchaser. 

Limitation of Liability. The Company is in no way liable to the Purchaser or any other third party for any and all damages including, but not limited to, punitive or exemplary damages or those resulting from negligence relating to these Terms, regardless of whether the Purchaser was advised of such damages, the foreseeable nature of the damages, and the legal or equitable theory upon which the claim for damages is based.  

This Limitation of Liability provision does not purport to affect any liability that cannot be excluded or limited under the law. 

Maximum Damages. Our entire maximum liability and your sole remedy for any actions or claims shall be limited to the actual amount paid by you for the Products you have purchased through the Website. 

Binding Arbitration. In the event there is a dispute between the Parties that cannot be brought to an amicable mutual understanding, the Parties understand and agree that such dispute will be handled through binding arbitration in alignment with the rules of the American Arbitration Association. The Parties understand that they will be bound by any decision rendered by the arbitrator and/or arbitration proceedings. The arbitration itself will be held in Santa Clara County, California. If the arbitration is unable to move forward in the designated jurisdiction, the Company will unilaterally elect another venue for the arbitration. The Parties will equally share in the costs and expenses of arbitration and any related proceedings. 

Choice of Law. These Terms and the Parties’ relationship are governed by the laws of the State of California. In the event of conflicting laws, the laws of the State of California will control. 

Notices. We may provide notice to you by: (i) sending a message to the email address provided by you, or (ii) by posting to the Website. Notices sent by email will be effective at the time of sending and notices posted to the Website will be effective upon posting. You may provide notice to the Company by certified mail to Brearly & Co.. Notices provided by certified mail will be effective upon actual receipt of the notice. 

Severability + No Waiver. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court with jurisdiction, all other provisions set forth in these Terms will remain valid and enforceable. By failing to enforce any right or provision of these Terms, we are not waiving the right or ability to enforce the same rights or provisions in the future. Any right or provision in these Terms will only be considered waived if done so in writing by an authorized representative of the Company. 

Transfer + Assignment. You may not transfer or assign any of your rights under these Terms to any third party without the express written consent of the Company.  

Force Majeure. To the extent that any failure or delay in our delivery of the Products under these Terms is caused by or results from acts or circumstances beyond our reasonable control, we will not be liable or responsible to you and the same will not be considered a breach of these Terms.  Such acts or circumstances beyond our reasonable control could include, without limitation, acts of God, fire, flood, earthquake, natural disasters, cyber-attacks, terrorism, revolution, insurrection, civil unrest, national emergency, epidemic, pandemic, labor disputes, supply chain restraints or delays in obtaining suitable materials, materials breakdown, telecommunications breakdown, or power outage. 

Headings for Convenience Only. The headings in these Terms are included for convenience and reference, and are not meant to describe, define, or limit the scope or intent of any provision. 

Entire Agreement + All Rights Reserved. In concluding these Terms, you understand and acknowledge that these Terms constitute the final agreement and supersede all others regarding the purchase, sale, and use of any Products and the use of the Website. The Company reserves any and all rights not expressly granted in these Terms. 

Last Updated May 2024.