Terms and Conditions of Sale
These Terms and Conditions of Sale govern the offer, sale, purchase, dispatch, delivery, return and after-sales handling of products sold through the website operated under the trading name Toki Pet Shop. They are intended to regulate, in a comprehensive and commercially coherent manner, the contractual relationship between the customer and the seller in connection with all purchases made through the website, from the moment the customer accesses the online store and selects products for possible purchase, through checkout, payment, order processing and dispatch, and up to delivery, returns, refunds, complaints and dispute resolution. These Terms are drafted to reflect a cross-border e-commerce model in which the seller is established in Italy and supplies customers in the United Kingdom and certain selected territories through direct online sales.
1. Identity of the Seller and Contracting Party
The seller and contracting party for all purchases made through the website is Genium S.r.l., an Italian company trading under the commercial name Toki Pet Shop, with registered office at Via Visconti di Modrone 11, 20122 Milan, Italy and return address at Via Ettore Ara 10, 13100 Vercelli (VC), Italy, contactable by email at info@tokipetshop.co.uk, and identified for tax purposes by VAT No. IT02597030028. For the avoidance of doubt, the contract of sale is entered into solely between the customer and Genium S.r.l.; no courier, payment processor, fulfilment provider, logistics platform, customs intermediary or website service provider involved in the performance of the order shall be deemed to be the seller or party to the sales contract.
These Terms apply to all orders placed through the website by customers acting as consumers, meaning natural persons purchasing products wholly or mainly for personal, domestic or private purposes and not principally in connection with a trade, business, craft or profession. If a purchase is made in a business capacity or for commercial use, certain statutory consumer protections referred to in these Terms may not apply or may apply differently as a matter of law; however, unless expressly agreed otherwise in writing, these Terms shall remain the general contractual framework governing the transaction.
2. Nature and Scope of the Terms
These Terms constitute the entire contractual basis governing the online sale of products through the website, save only for any additional document or specific written agreement expressly incorporated by reference or separately agreed in writing by Genium S.r.l. They regulate the principal legal and commercial aspects of the transaction, including the seller’s identity, the ordering process, contract formation, price structure, payment, destination-related shipping arrangements, right of cancellation, handling of non-conforming products, limitation of liability, complaints and applicable law. By placing an order through the website, the customer confirms that he or she has had the opportunity to review these Terms before becoming bound by the contract and accepts that they form the contractual basis of the purchase.
No oral statement, informal email exchange, customer service indication, marketing phrase, or external representation shall amend or override these Terms unless such amendment is clearly confirmed by an authorised representative of Genium S.r.l. in writing. This provision is included in order to avoid misunderstandings arising from informal communications and to ensure that the rights and obligations of the parties are determined on the basis of a stable, transparent and identifiable contractual text. If any provision of these Terms is found to be unlawful, void or unenforceable, that provision shall be severed or construed, where possible, in a manner that preserves its lawful intent, and the validity and enforceability of the remaining provisions shall remain unaffected.
3. Product Information, Website Content and Presentation of Goods
We use reasonable care to ensure that the products displayed on the website are described as accurately, clearly and fairly as possible, including with regard to their general identity, intended use, material characteristics, approximate dimensions or weight where relevant, and principal features that may reasonably influence a purchasing decision. Nevertheless, the customer acknowledges that an online sales environment cannot always reproduce every physical aspect of a product with absolute precision, particularly in relation to colour tones, packaging details, graphical presentation, labels, inserts, technical updates or other non-essential features that may vary over time as a result of supplier updates, manufacturing changes, batch differences or improvements in commercial presentation.
Product photographs, images, illustrations and descriptive texts are therefore intended primarily to assist in identifying and presenting the relevant product and shall not be interpreted as a guarantee that every secondary visual element will be identical in all respects to the item received. Minor changes in packaging, graphics, outer presentation, bundle composition, accessory arrangement or aesthetic detail shall not, in themselves, constitute a lack of conformity, provided that the goods delivered remain materially consistent with the description, nature and ordinary purpose of the product ordered. We reserve the right to correct clerical errors, typographical inaccuracies, outdated website content, stock information and technical details where necessary, provided that such corrections shall not affect a contract already concluded except in the case of manifest error.
4. Ordering Process and Formation of the Contract
The presentation of products on the website shall be treated as an invitation to treat only and not as a legally binding offer capable of immediate acceptance by the customer. When the customer selects one or more products, places them in the online basket, proceeds through the checkout flow and submits the order, the customer is making an offer to purchase the selected goods subject to these Terms. The automated order acknowledgement that may be generated after checkout is sent solely for the purpose of confirming receipt of the order request and does not, by itself, amount to acceptance of the customer’s offer or creation of a binding contract.
The contract of sale shall be formed only when we issue an order confirmation expressly accepting the order or, if earlier, when the goods are dispatched. Until that point, we reserve the right not to accept or to cancel the order where this is objectively justified, including without limitation in cases of stock unavailability, manifest pricing errors, technical inaccuracies in the product listing, inability to process or authorise payment, delivery restrictions affecting the destination, reasonable concerns regarding fraud or misuse, or circumstances making the fulfilment of the order unlawful, impracticable or commercially inappropriate. Where payment has already been taken for an order that is not subsequently accepted, the customer shall receive a refund of the amount paid without undue delay using the same payment method originally used, unless a different method is expressly agreed.
5. Prices, Payment and Commercial Structure of the Sale
All prices shown on the website are displayed in GBP and are intended to provide the customer with a clear statement of the amount payable for the goods selected. The total price due for the order, including any delivery charge that applies to the selected destination, shall be shown to the customer during checkout before the order is placed. It is this final amount displayed at checkout, and not any earlier indicative or catalogue price shown in isolation, that constitutes the contractual amount payable by the customer for the relevant purchase. The customer expressly acknowledges that the website is designed to show a final retail price at checkout rather than to expose each internal fiscal, customs, administrative or logistics component of the seller’s fulfilment model as a separate line item.
We take reasonable care to ensure that pricing information is correct, but in rare cases obvious pricing errors may occur due to technical malfunction, data synchronisation issues, system faults or human mistake. Where a price is clearly and manifestly erroneous, and the customer could reasonably have recognised it as such, we shall not be bound to supply the product at that erroneous price. In such circumstances we may cancel the order before dispatch or contact the customer to offer the opportunity to proceed at the correct price. Payment must be made through one of the payment methods made available on the website at the time of purchase, and unless otherwise expressly agreed, payment must be completed in full before dispatch. We may use third-party payment service providers and fraud-prevention tools to process transactions, verify payment security and protect the integrity of the ordering process.
Promotional campaigns, coupon codes, temporary price reductions, shipping incentives or similar commercial offers may be introduced from time to time at our discretion. Unless expressly stated otherwise, such offers are non-cumulative and apply only according to their stated conditions. We reserve the right to amend or withdraw promotions at any time for future orders, provided that this shall not affect orders already accepted at the promotional price.
6. Taxes, Import Formalities, UK Deliveries and Special Territories
For deliveries to the United Kingdom, the sales model reflected in these Terms is that the customer pays the full and final price shown at checkout and is not expected to pay additional customs duties, import VAT or import handling fees upon delivery. In other words, the commercial promise embedded in these Terms is that, once the customer has completed payment for the order through the website, the customer should not normally be asked by the carrier or by customs to make additional payment in order to obtain delivery of the goods. The customer therefore contracts with us on the basis that the amount shown at checkout is the final retail price payable for the order in question.
At the same time, the customer acknowledges that the internal tax, import and logistical architecture through which the order is processed may vary depending on the nature of the goods, the consignment value, the selected destination, the applicable legal framework and the operational model reasonably adopted by us or our logistics chain at the time of fulfilment. The customer’s contractual concern is the final retail price shown and accepted at checkout, not the internal mechanics by which the seller complies with customs, tax or import requirements behind the scenes. Accordingly, nothing in these Terms requires us to disclose or itemise the internal breakdown of fiscal, customs, brokerage, administrative or compliance costs that may form part of our overall cross-border supply model.
For certain destinations and territories subject to distinct tax, customs or import arrangements, including without limitation Jersey and Guernsey, the final retail price displayed at checkout may remain aligned with the price shown for other destinations even where the local fiscal treatment, customs status or import mechanics applicable to the territory differ from those applying in Great Britain. This is because our pricing model is based on the total cost of supplying the goods to the relevant destination and may include, as part of a single final retail price, not only the intrinsic value of the goods but also shipping, customs administration, import handling, carrier surcharges, documentation management, compliance burdens, destination-specific operating costs and other non-standard charges that arise in connection with the territory concerned. The customer therefore agrees that a difference in underlying tax treatment between one territory and another does not, by itself, create any right to claim a rebate, discount or re-characterisation of the final price, provided that the final amount payable was clearly disclosed before the order was placed. This wording is deliberate because HMRC distinguishes between consignments up to £135 and consignments above £135, and because the Channel Islands are outside the UK for VAT purposes, whereas the Isle of Man is treated as part of the UK for VAT purposes. (GOV.UK)
7. Availability of Products and Seller’s Right to Withdraw Before Dispatch
All products are offered subject to availability. The fact that a product appears on the website does not amount to a guarantee that the product is immediately available for dispatch or that it will remain available throughout the time required to validate, process and prepare the order. Stock levels can change rapidly due to simultaneous purchases, supplier shortage, warehouse reconciliations, technical inventory errors, damage in stock, compliance holds or other operational events that arise between the moment of website display and the moment of fulfilment. We use reasonable efforts to maintain accurate stock data, but the customer accepts that real-time e-commerce systems cannot eliminate every discrepancy in all cases.
If a product becomes unavailable after the order has been placed but before dispatch, we shall inform the customer as soon as reasonably practicable and may, depending on the circumstances, offer delayed dispatch, partial fulfilment, substitution with an equivalent product where appropriate and acceptable, or cancellation and refund in respect of the unavailable item or the whole order. Where no commercially or practically satisfactory alternative exists, the customer shall be refunded for the affected goods. We also reserve the right to withdraw from the transaction prior to dispatch where performance has become impossible, unlawful or materially impracticable by reason of supply interruption, import restrictions, legal changes, sanctions, carrier refusal, force majeure or any other event beyond our reasonable control that materially affects the feasibility of fulfilment.
8. Dispatch, Delivery, Failed Delivery and Operational Delays
Goods are dispatched from our logistics warehouse in Italy and delivered through carriers selected by us having regard to destination, reliability, service type, available routing and operational convenience. Any delivery times shown on the website, in order confirmations or in post-order communications are estimates only unless a fixed delivery deadline has been expressly agreed in writing. We use reasonable efforts to dispatch and deliver orders within the estimated timeframe, but the customer acknowledges that cross-border e-commerce deliveries are inherently exposed to variables outside the seller’s direct control, including customs processing, carrier backlog, transport disruption, weather, address verification issues, local delivery restrictions, industrial action, public holidays and exceptional operational events.
A reasonable delay shall not automatically entitle the customer to terminate the contract, reject the goods or claim damages, especially where the delay arises from causes outside our control and the order remains capable of fulfilment within a timeframe that remains commercially reasonable in light of the type of goods and the context of the order. However, where a delay becomes substantial and materially frustrates the customer’s legitimate expectations under the contract, the customer may contact us so that an appropriate solution can be considered, including cancellation of the undelivered part of the order and reimbursement of the corresponding amount.
The customer is responsible for ensuring that all delivery information supplied at checkout, including recipient name, address, postcode, country, contact email and telephone number, is complete, accurate and suitable for the carrier’s purposes. We shall not be responsible for non-delivery, delay, misdelivery or additional operational costs caused by inaccurate, incomplete or misleading address information provided by the customer. If an order is returned to us because the delivery address was incorrect, because delivery was refused without valid legal basis, or because the customer failed to cooperate with reasonable delivery attempts, we reserve the right, to the extent permitted by applicable law, to recover or deduct the direct and proportionate operational costs generated by that failed delivery event.
9. Passing of Risk and Retention of Title
Ownership of the goods shall remain with Genium S.r.l. until full payment of all sums due in respect of the relevant order has been received and irrevocably credited. This retention of title clause is intended to preserve the seller’s proprietary position until the customer has performed the principal payment obligation arising under the contract. Nothing in this clause shall prejudice any mandatory consumer right that applies as a matter of law, but it clarifies that payment is the condition for transfer of title.
Risk in the goods, meaning the risk of accidental loss, damage or deterioration not attributable to the seller, shall pass to the customer when the goods are delivered into the physical possession of the customer or of a person identified by the customer to receive them. This clause is intended to clarify the point at which the customer becomes responsible for the physical safekeeping of the goods after delivery. It does not reduce or exclude any right the customer may have where goods arrive already damaged, incomplete or not in conformity with the contract.
10. Right to Cancel
If the customer is acting as a consumer, the customer has the legal right to cancel the contract within 14 days without giving any reason. In the case of a sales contract, that period expires 14 days after the day on which the customer, or a third party indicated by the customer other than the carrier, acquires physical possession of the goods. If the order is delivered in separate consignments or parts, the period runs from the day on which physical possession of the final consignment or part is acquired. To exercise the right to cancel, the customer must inform us of the decision to cancel by means of a clear statement, sent by email or post using the contact details stated in these Terms. The customer may use the model cancellation form set out at the end of these Terms, but is not required to do so. What matters is that the decision to cancel is communicated clearly before the expiry of the legal period. The UK regulations require pre-contract information and a cancellation form to be made available before the consumer is bound, and they allow cancellation by a clear statement, not only by a prescribed form. (Legislation.gov.uk)
The right to cancel exists to enable the consumer to examine the goods in a manner comparable to what would ordinarily be possible in a physical retail setting and to determine whether to keep them. It is not intended to permit unrestricted use of the goods beyond what is reasonably necessary to establish their nature, characteristics and functioning. Accordingly, the customer is expected to handle the goods with reasonable care while they remain in the customer’s possession pending return. The mere fact that external packaging has been opened or that the goods have been inspected in a reasonable way shall not, of itself, invalidate the cancellation right; however, where the value of the goods has been reduced by handling or use going beyond what is reasonably necessary for inspection, we reserve the right to apply a deduction reflecting that diminished value, in accordance with applicable law. The UK cancellation regime expressly allows a deduction for diminished value caused by unnecessary handling. (Legislation.gov.uk)
11. Effects of Cancellation, Returns and Refunds
Where the customer validly exercises the right to cancel, we shall reimburse all payments received from the customer in relation to the cancelled contract, including the cost of standard delivery originally paid. We are not obliged to reimburse any supplementary amount attributable solely to the customer’s selection of a delivery method more expensive than the least expensive standard delivery option offered by us. Reimbursement shall be made without undue delay and, in any event, not later than 14 days after the earlier of the day on which we receive the returned goods or the day on which the customer provides evidence of having sent them back. We may withhold reimbursement until one of those two events occurs, as permitted by law.
Unless we have expressly agreed otherwise, the customer is responsible only for the direct cost of returning the goods to the return address indicated in these Terms. The customer is not required, merely by exercising the statutory cancellation right, to bear indeterminate, residual or additional categories of return-related cost that are not properly characterised as the direct cost of return. This point is especially important in a cross-border context and is one of the reasons why older formulations attempting to pass back customs-type re-entry costs are exposed under UK consumer law. The Consumer Contracts Regulations specifically provide that, if the trader has not properly given the required information, the consumer is not to bear the relevant charges or costs, and in any event the consumer is not required to bear any other cost of returning goods beyond the direct return cost. (Legislation.gov.uk)
Returned goods should be sent to: Genium S.r.l., Via Ettore Ara 10, 13100 Vercelli (VC), Italy. The customer must send the goods back without undue delay and, in any event, not later than 14 days from the day on which cancellation was communicated. If the goods are returned in a condition showing damage, missing parts, excessive wear, contamination, use inconsistent with normal inspection, or deterioration attributable to handling beyond what is reasonably necessary to assess the goods, we may make a proportionate deduction from the refund to reflect the diminished value thereby caused. That assessment shall be made in good faith and by reference to the actual condition of the returned goods, not by reference to arbitrary formalities.
12. Goods Excluded from the Right to Cancel
The statutory right to cancel does not apply in cases where the law validly excludes it, including without limitation goods made to the customer’s specifications or clearly personalised, goods liable to deteriorate or expire rapidly, sealed goods not suitable for return for health protection or hygiene reasons once unsealed after delivery, and goods which after delivery become inseparably mixed with other items. These exclusions shall be interpreted in accordance with applicable law and only where the factual conditions for the exclusion are genuinely met.
For the avoidance of doubt, the existence of an exclusion from the statutory cancellation regime does not remove or limit any separate right the customer may have if the goods are faulty, not as described, not of satisfactory quality or otherwise not in conformity with the contract. The distinction between a no-fault right of cancellation and a conformity-based remedy is fundamental and shall be preserved in the interpretation of these Terms.
13. Faulty, Damaged, Incomplete or Non-Conforming Goods
Nothing in these Terms limits or excludes the customer’s statutory rights in relation to products that are defective, damaged in transit, incomplete, materially different from what was ordered, not of satisfactory quality, not fit for their ordinary or stated purpose, or otherwise non-conforming. If the customer believes that the goods delivered suffer from one of these issues, the customer should notify us as soon as reasonably possible, giving a reasonably clear description of the problem and, where practicable, providing photographs or other supporting material that may assist in verifying the issue. Prompt notification is not imposed in order to restrict rights, but in order to enable a quicker and more accurate assessment.
Upon receiving such notice, we may request reasonable further information required to assess the claim properly, including order details, photographs, condition reports, packaging details or batch information where relevant. Once the matter has been assessed, we shall provide the remedy required by applicable law and the circumstances of the case, which may include replacement, repair, refund, partial refund or another appropriate outcome. In cases of genuine fault or non-conformity, return logistics and return-related costs shall be handled consistently with the customer’s statutory rights. The Consumer Rights Act 2015 makes it clear that a trader cannot contract out of core goods rights and that unfair terms are not binding on the consumer. (Legislation.gov.uk)
14. Events Outside Our Reasonable Control
We shall not be liable for delay or failure in performing our obligations to the extent that the delay or failure results from events outside our reasonable control, including without limitation natural disasters, flood, fire, epidemic, pandemic, governmental restrictions, war, terrorism, civil disorder, cyber incidents affecting critical infrastructure, customs blockage, transport failure, supply-chain collapse, carrier interruption, utility outage or serious communication network disruption. Cross-border fulfilment is necessarily dependent on a chain of operational actors and public systems, and certain exceptional events may prevent performance even where reasonable care has been exercised by the seller.
Where such an event occurs, we shall use reasonable efforts to inform the customer and to mitigate its effects to the extent reasonably possible. If the event continues for such a duration that the undelivered part of the order can no longer reasonably be expected to be fulfilled within an acceptable timeframe, the customer may contact us to request cancellation of the undelivered part of the contract and reimbursement of the corresponding amount. This clause is not intended to deprive the customer of essential rights, but to allocate fairly the consequences of genuinely exceptional circumstances beyond the seller’s control.
15. Liability and Limits of Liability
Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or restricted under applicable law. In particular, nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any statutory remedy or protection that cannot lawfully be waived, excluded or curtailed. Likewise, no provision of these Terms shall be interpreted so as to contract out of the core statutory rights that apply to consumer sales of goods, or to impose an unfair burden on the consumer contrary to the fairness requirements of UK consumer law. The Consumer Rights Act expressly provides that unfair terms are not binding and that certain liabilities cannot be excluded or restricted. (Legislation.gov.uk)
Subject to the foregoing mandatory protections, we shall be liable only for losses that are the foreseeable consequence of our breach of contract or our failure to exercise reasonable care and skill. A loss is foreseeable where it is an obvious consequence of the breach or where it was within the reasonable contemplation of both parties at the time the contract was concluded. We shall not be liable for losses that are remote, indirect or not reasonably foreseeable. Because the website is directed to consumer purchases for private and domestic use, and because the price and risk allocation of the transaction are based on that premise, we shall not be liable, in relation to consumer purchases, for business losses such as loss of profit, loss of business, loss of commercial opportunity or business interruption.
16. Complaints, Customer Assistance and Dispute Handling
Any complaint, request for clarification or after-sales communication may be addressed to info@tokipetshop.co.uk or sent by post to Genium S.r.l., Via Ettore Ara 10, 13100 Vercelli (VC), Italy. Customers are encouraged to provide the order number, a clear description of the issue and any relevant supporting material so that the matter can be identified and handled efficiently. We shall acknowledge complaints within a reasonable time and use reasonable efforts to provide a substantive response as soon as reasonably practicable, taking into account the complexity of the issue and whether further verification is required.
If a dispute remains unresolved following internal handling of the complaint, we may, where appropriate, inform the customer of the possibility of referring the matter to an alternative dispute resolution body and whether or not we are willing to participate in such a procedure. Nothing in this clause shall prejudice the customer’s right to pursue any legal remedy before a competent court. This section is intended to encourage practical resolution of disputes before litigation, but not to restrict judicial recourse where it remains available.
17. Changes to the Terms and Contractual Communications
We reserve the right to amend these Terms from time to time in order to reflect changes in law, regulation, business organisation, website functionality, payment systems, logistics models, customs practice or commercial policy. Any revised version shall apply only to future orders placed after the updated Terms have been published on the website. No change made after the conclusion of a contract shall affect an order already accepted unless the parties expressly agree otherwise in writing. Customers are therefore encouraged to review the Terms in force each time they place a new order.
Contract-related communications, including order confirmations, refund notices, responses to complaints and cancellation-related information, may be sent by email or by another durable medium capable of being stored and reproduced unchanged. The customer is responsible for ensuring that the contact details provided at checkout are accurate and kept up to date, and should check spam or junk folders, since transactional communications may occasionally be filtered by email systems. The UK distance-selling rules require confirmation of the contract on a durable medium. (Legislation.gov.uk)
18. Governing Law and Jurisdiction
These Terms, and any dispute or claim arising out of or in connection with them, their subject matter or their formation, shall be governed by the laws of England and Wales. This choice of law is intended to provide contractual clarity for a website directed to customers in the UK market, but shall not deprive the consumer of any mandatory consumer protection that cannot lawfully be excluded by agreement. If any mandatory rule applicable to the customer grants a higher level of protection that must be preserved notwithstanding a contractual choice of law, nothing in these Terms shall be construed so as to remove that protection.
The courts of England and Wales shall have jurisdiction in relation to disputes arising out of or in connection with these Terms, save that nothing in this clause shall deprive a consumer of any mandatory right, if and to the extent applicable, to bring proceedings in the courts of the consumer’s place of residence under a rule of law that cannot be derogated from by contract. This provision is intended to provide a clear jurisdictional framework without purporting to override non-excludable consumer protections.
MODEL CANCELLATION FORM
(Complete and return this form only if you wish to cancel the contract)
To:
Genium S.r.l.
Via Ettore Ara 10
13100 Vercelli (VC)
Italy
Email: info@tokipetshop.co.uk
I/We hereby give notice that I/We cancel my/our contract of sale of the following goods:
________________________________________
Ordered on / received on:
________________________________________
Name of consumer(s):
________________________________________
Address of consumer(s):
________________________________________
Signature of consumer(s) (only if this form is notified on paper):
________________________________________
Date:
________________________________________
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