PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU.
These terms of sale (“Terms of Sale”) contain the terms and conditions that apply to customers for purchases from Source™ Office Furniture & Systems Ltd. (hereinafter referred to as the “Company”) and you (the “Customer” or “You”). The Customer agrees to be bound by and accepts these Terms of Sale as applicable to any and all purchases of product(s) and/or services from the Company that are made by the Customer from time to time, including without limitation any and all purchases for products and/or services that are made by Customer using the website http://www.sourceofficefurniture.ca/ (the “Site”). As a condition of sale, the Customer agrees to be bound by and accepts these terms and conditions. These terms and conditions apply unless the Customer has signed a separate formal purchase agreement with the Company, in which case the separate purchase agreement shall govern. IF YOU ARE PURCHASING PRODUCTS AND /OR SERVICES USING THE SITE, YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF SALE IS INCLUDED IN YOUR ACCEPTANCE OF THE TERMS OF USE OF THIS WEBSITE.
1. ORDER ACCEPTANCE POLICY
Customer’s receipt of an electronic or other form of order confirmation does not signify the Company’s acceptance of the Customer’s order, nor does it constitute confirmation of the Company’s offer to sell. The Company reserves the right at any time after receipt of the Customer’s order to accept or decline Customer’s order for reasonable cause including but not limited to lack of availability of products, failure by the Customer to satisfy payment terms, and/or breach by the Customer of these Terms of Sale, the Terms of Sale or any other agreement between Customer and the Company. If a product is listed at an incorrect price due to typographical error or error in pricing information received from the Company’s suppliers, the Company shall have the right to refuse or cancel any orders placed for the product(s) listed at the incorrect price whether or not the order has been confirmed and whether or not payment has been remitted. If payment has been remitted for the purchase and the Company cancels the Customer’s order, the Company shall forthwith issue a refund equal to the amount remitted for the unaccepted or cancelled order.
2. PAYMENT TERMS
Terms of payment are within the Company’s sole discretion and unless otherwise agreed to by the Company, payment must be received or otherwise authorized or secured in a form approved by the Company prior to the Company’s acceptance of an order. Payment for products and/or services will be made by approved credit card, wire transfer, electronic funds transfer or some other prearranged payment method agreed to by the Company. Invoices are due and payable by the payment date(s) specified through electronic (including but not limited to e-mail), facsimile (fax) and/or verbal confirmation between the Company and the Customer. The Company may invoice parts of an order separately. Orders are not binding upon the Company until accepted by the Company (see Section 1, Order Acceptance Policy above). Any quotations given by the Company will be valid for the period stated on the quotation. The Company reserves the right to adjust or cancel quotations as required. The Company will retain title to and ownership of all products until payment has been received in full. The Company reserves the right to charge interest at the rate of 24% per annum on any overdue amounts. In the event that the Company decides, at its sole discretion, to use the services of a collection company or lawyer to collect overdue amounts, then all reasonable costs arising out of such collections will be due to the Company in addition to the principal and interest accrued thereon.
3. SHIPPING
The Customer is responsible for all costs of shipping the product(s) to the location specified by the Customer. Separate charges for shipping and handling will be shown on the Company’s invoice(s), where applicable, or set out separately on online orders made using the Site. Shipping rates are for standard pick-up and delivery only and do not include any added services or special equipment. If a shipping rate is quoted at an incorrect rate due to typographical error or error in pricing information received from the Company’s suppliers, the Company shall have the right to refuse, adjust or cancel any orders placed whether or not the order has been confirmed and whether or not payment has been remitted. The Customer is responsible to inspect all product orders for shortages or signs of damage upon receipt of products. Returns and exchanges are subject to the Company’s return and exchange policy as set out in Section 5 below.
4. FORCE MAJEURE
The Company shall not be liable to Customer for any injury, loss, damage or expense resulting from or arising out of any failure to perform or any failure to fill or delay in filling orders received from Customer and accepted by the Company due to strikes, lock-outs, or other labour issues, riot, fires, floods, typhoons, accidents, explosions or other catastrophes, energy curtailments, delays in delivery of raw materials or completed products by the suppliers or manufacturers thereof, freight embargoes, delays occasioned by carriers, Acts of God, acts of government or any other cause beyond the reasonable control of the Company, or because the Company’s volume of orders at any time renders deliveries impractical in the ordinary course of business. Customer hereby expressly releases the Company from liability for any loss or damage to Customer arising out of or by virtue of the failure of the Company to accept or fill any orders due to particular product shortages or general product unavailability. In the event of shortages because of economic, manufacturing or other conditions, Customer consents to any plan adopted by the Company to allocate shipments among its various dealers, distributors and customers that the Company in its sole discretion, determines to be fair and reasonable.
5. RETURN AND EXCHANGE POLICY
All sales of assembled products, special order and/or custom products are final, and these products cannot be returned or exchanged.
The Customer may return (for an exchange, credit or refund) unassembled and unused products that have not been discontinued and are in their original packaging, within 30 days of receipt, provided: (a) the Customer provides the Company with an invoice (or online order) number and reason for return, and (b) the goods must be in new condition, unassembled and in the original packaging; (c) any products being returned are subject to inspection by the Company, and may be subject to a restocking fee (for example, if the state of the box has been compromised, if the box is resealed and/or if there are missing parts); and (d) the Customer is solely responsible for all shipping costs for returns or exchanges.
6. MANUFACTURER WARRANTIES
All warranties on products are manufacturer-specific warranties only, the benefit of which will be passed by the Company onto the Customer for products sold. For inquiries regarding damaged or defective products, please e-mail customerservice@source.ca. Warranty terms for products will differ according to each manufacturer. The Company will use commercially reasonable efforts to handle warranty claims between the Customer and the manufacturer. All shipping arrangements for returns or exchanges must be processed through the Company. The Customer is responsible for all shipping and handling charges of warranty returns. All items must be in “as new” condition, in original packaging and with all warranty cards, manuals and accessories. The original packing slip must be included. The Company may require a short written explanation and a photograph or digital image of the defective product. In some cases, an on-site inspection of the product will be required.
7. TAXES
The Customer is responsible for all sales, use, excise, harmonized sales taxes, value-added and other taxes and charges associated with product orders, however designated, including without limitation any custom duties, clearance charges or other destination charges. Prices provided by the Company are exclusive of applicable taxes, which are the sole responsibility of the Customer. A separate line item for such taxes and charges will be shown on the invoice, where applicable, or set out separately on online orders made using the Site, and will need to reflect any charges and taxes related to the final destination of the product(s).
8. DISCLAIMER
THE CUSTOMER AGREES AND ACKNOWLEDGES THAT ONLY MANUFACTURER-SPECIFIC WARRANTIES EXIST FOR PRODUCT(S). THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, GUARANTEES OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY ALSO DISCLAIMS ANY IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE. COMPANY DOES NOT WARRANT THAT THE PRODUCT(S) WILL BE ERROR-FREE, OR WARRANT THAT EACH AND EVERY DEFECT WILL BE CORRECTED.
9. LIMITATION OF LIABILITY
THE COMPANY DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN. THE COMPANY WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF REVENUE OR OF BUSINESS OR ANY OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF THEY WERE FORESEEABLE OR IF THE COMPANY WAS ADVISED OF THE POTENTIAL OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
THE CUSTOMER AGREES AND ACKNOWLEDGES THAT IN NO EVENT SHALL THE COMPANY’S AGGREGATE MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THE PURCHASE OR USE OF PRODUCTS OR SERVICES, OR OTHERWISE RELATED TO THESE TERMS OF SALE, EXCEED THE AMOUNTS ACTUALLY PAID BY THE CUSTOMER FOR PURCHASE(S) OF PRODUCTS AND/OR SERVICES IN THE SIX MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE ON WHICH THE CUSTOMER FIRST ASSERTS A CLAIM. THIS LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OR CAUSE OF ACTION (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY).
10. CURRENCY
All references to monetary amounts, including prices, whether on the Site or in any written materials provided by the Company to the Customer, shall be in Canadian currency.
11. GOVERNING LAWS AND JURISDICTION
These Terms of Sale and any sales or other transactions hereunder shall be governed by the laws of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws rules. The Company and the Customer exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to these Terms of Sale. With respect to transactions conducted using the Site, the Site (excluding linked Web sites) is controlled by the Company from its head offices within the Province of British Columbia, Canada. The Site can be accessed from all provinces and territories of Canada. As each of these jurisdictions has laws that may differ from those of the Province of British Columbia, and by accessing and using the Site, the Customer agrees that all matters relating to access to, or use of, the Site, or any other hyperlinked Web site, shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Customer agrees and hereby submits to the exclusive jurisdiction and venue of the courts of the Province of British Columbia and acknowledges that the Customer does so voluntarily and is responsible for complying with local laws.
12. OTHER DOCUMENTS
Other than as specifically provided in any separate formal purchase agreement between the Customer and the Company, these Terms of Sale may not be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for product(s) which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both the Customer and the Company.
13. TERMS OF USE
If the Customer is ordering products and/or services using the Site, its access to, and use of the Site is governed by the Company’s Terms of Use. By using the Site, the Customer signifies its acceptance without modification of these Terms of Use. The Terms of Use are subject to change without prior notice at any time, in the Company’s sole discretion, so the Customer should frequently review the Terms of Use (to be linked) and applicable policies from time to time to understand the terms and conditions that apply to its use of the Site. In the event of any inconsistency or conflict between these Terms of Sale and the Terms of Use (to be linked), the terms of these Terms of Sale shall prevail with regard to any purchases of products and/or services by a Customer from the Company.
14. HEADINGS
The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.
15. ASSIGNMENT
The Customer may not assign, convey, subcontract or delegate its rights or obligations hereunder.