Terms & Conditions
1. TERMS AND CONDITIONS OF USE
1. AGREEMENT TO TERMS AND CONDITIONS
If you do not agree to be bound by and to comply with the foregoing, you may not access or use the Platform and must leave the Platform immediately.
2. LEGAL AGE FOR USING THE PLATFORM
By accessing or using the Platform, making a purchase using the Platform or opening and using a customer account on the Platform, you represent that you are at least of the age of majority in your state or province of residence (“Legal Age”), or that you are of Legal Age and consent to allowing any of your minor dependents to use the Platform (“Parental/Guardian Consent”).
If you are not of Legal Age or do not have Parental/Guardian Consent to use the Platform, you must leave the Platform immediately.
3. OWNERSHIP OF PLATFORM CONTENT, RESERVED RIGHTS AND LIMITED GRANT OF LICENCE
The Platform consists of various content, including without limitation graphics, texts, icons, buttons, videos, audio and other files, images, designs, texts, trademarks, source code, multimedia clips, brand names, software, and the selection and arrangement of the contents of the site, and other materials (collectively, the “Platform Content”), which is either owned or used under licence by us as necessary.
Each component of the Platform, including without limitation all Platform Content, is protected to the fullest extent permitted by applicable law, including without limitation copyright, trademark, patent and all other applicable intellectual property and other proprietary laws.
Your use of the Platform, including without limitation all Platform Content, does not grant or transfer to you any ownership or other title, right or interest in the Platform, the Platform Content or any component of the foregoing.
4. CUSTOMER ACCOUNTS AND ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
You may be required to register for a customer account (an “Account”) in order to access or use certain features or parts of the Platform. If you choose to register, we will require certain information, including personal information, to create and operate your Account. When you open an Account on the Platform, you agree to provide current, complete and accurate information, and to promptly update any information as it changes. You agree to promptly update your Account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
It is your sole and absolute responsibility to keep confidential and secure the username, password and any other confidential, personal or sensitive information associated with your Account. You are solely responsible for any and all activities which occur under your Account and agree that we are authorized to act on any instructions received under your Account without any requirement for us to question such instructions or to make any further verifications. If you discover that your username, password and/or Account are or have been used without your consent or discover any other breach of security, you agree to promptly notify us.
We are not responsible for any consequence of your failure to comply with the above, or for any delay in locking or deactivating any Account after you have reported a breach of security to us.
5. PERSONAL INFORMATION
6. ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on the Platform that contains typographical errors, inaccuracies or omissions that may relate to product or service descriptions, prices, images, promotions, offers, shipping charges, delivery delays and availability or any other Platform Content. The Platform may also contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. While we make efforts to display the products that appear at the Platform as accurately as possible, we cannot guarantee that the monitor or screen you are using will display of any color accurately.
We reserve the right to update or modify the Platform Content at any time, but we have no obligation to do so. Without limiting the generality of the foregoing:
We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Platform is inaccurate at any time, without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify on the Platform, including without limitation, pricing information, except as required by law. No specified update or refresh date mentioned on the Platform should be taken to indicate that all information on the Platform has been modified or updated.
Prices for our products are subject to change without notice.
We are not responsible if information made available on this site is not accurate, complete or current. Any Platform Content is provided for information only and should not be relied upon or used as the sole basis for making decisions. Any reliance on purely on the content of the Platform is at your own risk.
The Platform and all products or services delivered to you through the Platform are, except as expressly stated by us, provided “as is” and “as available” for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. We do not guarantee, represent or warrant that the Platform and your use thereof will be uninterrupted, timely, secure or error-free. You expressly agree that your use of, or inability to use, the Platform is at your sole risk.
The information and descriptions of the products or services that may be procured on the Platform are not intended to be complete and accurate statements of all terms, conditions and exclusions related to any products and services. All descriptions of products and related information, including availability status and pricing, are subject to change at any time without notice, at our sole discretion.
We reserve the right at any time to modify or discontinue the Platform (or any part or content thereof) without notice at any time. We may also shut the Platform down or take it offline for indefinite periods of time without notice from time to time.
We shall not be liable for any update or change (including without limitation updates or changes regarding posted prices or availability), suspension, maintenance or discontinuance in connection with the Platform or any product or service mentioned thereon.
8. RIGHT TO LIMIT SALES, DISCONTINUE PRODUCTS AND/OR REFUSE OR CANCEL ORDERS
Products or services may have limited quantities, and any product or service which appears to be available may in fact be backordered or no longer available for an indefinite period of time despite our best efforts. We reserve the right to discontinue any product at any time without notice. Some products or services on the Platform may only be available in certain areas or jurisdictions. Any products or services on the Platform are made available in accordance with local law and only where they may be lawfully offered for sale. We reserve the right to limit the sales of any products or services available through the Platform to any person, geographic region or jurisdiction, including on a case-by-case basis. Certain products or services may be available exclusively through the Platform.
We reserve the right to refuse or cancel, in our sole discretion, any order you place with us.
We may, in our sole discretion, limit or cancel quantities purchased per person, per customer or per order. These restrictions may include orders placed by or under the same Account, the same credit card, and/or orders that use the same billing and/or shipping address.
In the event we make a change to or cancel an order, we will notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.
9. LIMITATIONS OF LIABILITY
In no case shall Resel CA Inc., its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, be liable for any injury, loss, claim, or damages of any kind (including as applicable any direct, indirect, incidental, punitive, special, or consequential damages), including, without limitation, lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, civil liability, tort (including negligence), strict liability or otherwise, arising from your use of any of the Platform or any products or services procured using the Platform, including, without limitation, any errors or omissions in any content and any loss or damage of any kind incurred as a result of the use of the Platform or any content, service or product made available or procured using the Platform, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for certain damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
10. PROHIBITED USES
You agree to indemnify, defend and hold Resel CA Inc., its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, losses, liabilities, claims or expenses, including reasonable attorneys’ fees, made or incurred by any third party in relation to your use of the Platform.
12. REFERENCES TO THIRD PARTIES
Certain links on the Platform may direct you to websites or applications outside the Platform operated by third parties not affiliated with us. These are provided for the sake of convenience only on an “as is” and “as available” basis without any endorsement, warranties, representations or conditions of any kind. These other sites or applications were independently developed by third parties, and we do not assume any responsibility for the accuracy or appropriateness of the content of such sites or applications.
The mention of another party or its product(s) or service(s) on the Platform must not be construed as an endorsement, adoption or sponsorship of that party or its product(s) or service(s). You must make your own examination and evaluation before acquiring, using or relying upon any such products or services, or doing business with any such third party.
We shall not be liable for any loss or damages related to the purchase or use of products, services, resources, content, or any other transactions made on any third-party websites or applications, however mentioned on the Platform. Please review carefully the terms and conditions of sale or service and related policies and practices of third parties and make sure you understand them before you engage in any transaction with them. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
You may terminate this agreement at any time by deleting your Account if you have one, or when you cease accessing or using the Platform. If you access or use the Platform subsequently, you will be deemed to have accepted our Terms and Conditions again, which shall apply to each instance of access and use.
All obligations and liabilities of the parties incurred prior to the moment of termination shall survive for all purposes.
15. NO WAIVER
17. ENTIRE AGREEMENT
For the sake of clarity, the foregoing shall not affect the validity, application and performance of any credit agreement existing or which may be concluded between the parties.
18. GOVERNING LAW
2. Terms and Conditions of Sale
THESE TERMS AND CONDITIONS APPLY WHEN WE SELL GOODS/SERVICES TO YOU
1. Effect of Terms and Conditions.
All products sold and services rendered by Resel CA Inc. (“Seller”) to any customer (“Customer”) are subject to and governed by the terms and conditions contained herein, and such terms and conditions shall apply regardless of any additional or conflicting terms or conditions that may be included on any purchase order or other form or document issued by Customer even if signed by Seller’s representative. None of the terms and conditions herein may be modified, waived or superseded except with the express written consent of an authorized officer of Seller. Neither Seller’s acknowledgment of a purchase order nor Seller’s failure to object to conflicting or additional terms and conditions in a purchase order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof. Acceptance by Customer of products sold or services rendered by Seller shall be deemed assent to the terms and conditions contained herein.
2. Quotations and Prices.
Quotations given by Seller to Customer are not an offer to sell but only an invitation for an order. No transaction shall be deemed completed until Seller has accepted Customer’s purchase order and Seller reserves the right not to accept a purchase order, or a portion thereof, for any reason. Unless otherwise expressly agreed to by Seller in writing, prices are subject to change without prior notice and products are billed at prices in effect at the date of shipment. Clerical errors are subject to correction and products in stock are subject to availability at time of order acceptance. Moreover, and without limiting the foregoing, Seller expressly reserves the right to change prices if quantities change or if changes in market conditions so warrant.
Subject to credit approval, payment for all amounts due hereunder shall be due net thirty (30) days from date of invoice unless otherwise expressly agreed to by Seller in writing. Notwithstanding the foregoing, Seller may at its sole discretion require that full payment be executed before delivery of any product or provision of services. Payments not received when due will be subject to a late fee of 2%, or the maximum lawful rate, whichever is lower, of the outstanding invoice balance for each 30‑day period or portion thereof past due. All costs of collecting any moneys due from Customer under the terms and provisions hereof, including but not limited to, legal expenses, legal interest, attorneys’ fees and collector’s expenses, shall be paid by Customer to Seller. In addition to other rights and remedies, Seller reserves the right in its sole discretion, either to: (a) withhold deliveries, shipments or performance of services, (b) impose or revise any credit limits on Customer’s purchases, or (c) cancel the purchase order, when Seller deems itself insecure with respect to Customer’s ability to pay for the purchase order.
Customer shall pay the amount of any taxes, duties and similar charges levied by any government authority in connection herewith. Customer agrees it will be responsible and shall indemnify Seller for all additional taxes or penalties from a taxing authority, and all legal expenses incurred by Seller due to incorrect taxing information furnished by Customer.
Purchase Orders that have been accepted by Seller cannot be cancelled by Customer without prior written authorization of Seller and Customer agrees to indemnify Seller against any loss arising from any cancellation, and to reimburse Seller for all expenditures incurred by Seller with respect to any cancellation.
Returns are only allowed if prior written authorization is obtained from Seller, the product is new, in resalable condition and in the original manufacturer’s package with sales receipt or invoice. Return material authorization numbers must accompany all previously authorized material returns and credit shall be issued based on Customer’s purchase price for the returned product less any restocking charges, freight, or other expenses. Special orders or otherwise for products fabricated and/or altered to accommodate Customer are not returnable.
7. Shortage, Inaccuracy or Discrepancy Claims.
All claims for shortage, inaccuracy or discrepancy in shipment must be made in writing to Seller within 48 business hours after receipt of products. In the event Seller does not have immediate inventory of the specific product at issue, alternatives will be offered for consideration.
8. Title and Risk of Loss.
All goods shall be shipped DHL unless otherwise expressly agreed to by Seller in writing. Risk of loss pass to Customer at the point of shipment. Customer agrees to indemnify, defend and hold Seller harmless from any and all losses arising out of any or all claims, suits and/or demands related to the products while at Customer’s risk.
9. Delivery, Shipment and/or Performance.
- Any shipping, delivery and/or performance dates given in advance are estimates only and are not guaranteed, although reasonable commercial efforts will be made to deliver, ship and/or perform in accordance with such estimates. No liability shall attach against Seller on account of any delay in delivery, shipment or performance by Seller. Customer agrees to accept partial or pro rata deliveries, shipments and/or performance and hold Seller harmless from any liability that may result from Seller’s inability to execute in full any purchase order.
- Goods offered for sale may or may not be held in stock. After an order is received by Resel CA inc., if the goods are not in stock an order acknowledgement will be sent to the customer advising the estimated delivery date.
- Where goods are available from stock, they will be packed and shipped within 24 hours of receiving the order.
- Resel CA Inc. uses a variety of delivery service companies. These will be chosen based on the most expedient, reliable and cost-effective method of transportation.
- When requested by the customer, tracking information will be provided.
- Costs for packing and delivery are not included in the item unit prices.
- The Customer is at liberty to arrange their own transport of the goods. In such cases, the goods are sold on an Ex-Works basis.
- All goods shipping outside of the Canada are shipped on DHL. Import duties and taxes will need to be paid by the customer.
10. Transportation Charges.
All transportation charges and related expenses shall be the responsibility of Customer unless otherwise expressly agreed to by Seller in writing. If freight is allowed at Seller’s cost, Seller reserves the right to select the carrier of choice and the unloading of material at the point of destination shall be the sole responsibility of Customer. For all shipments, Seller responsibility ceases when the transportation company receives the material in good condition. The shipment must be checked upon Customer receipt for transportation damages, and if damaged, a claim must be made against the transportation company immediately and sufficient evidence provided to Seller.
11. Status of Seller.
Customer acknowledges and agrees that Seller is a distributor and not the manufacturer of any products provided to Customer and that the terms “products”, “goods”, “services” and/or “work”, and synonyms thereof, do not include the design, fabrication or manufacture by Seller of such products. Manufacturers and sub-suppliers of the products provided to Customer by Seller are not acting as subcontractors, agents, representatives, or employees of Seller and shall not be considered as such.
12. Limited Warranty.
Seller represents and warrants that Seller shall have, on the date of transfer to the Customer, title thereto and the right to sell the products delivered to Customer. Any warranty issued by the manufacturer or vendor of products shall be solely that of the manufacturer or vendor and not of the Seller. Seller hereby assigns to Customer, as of the date that title passes to Customer for such products, all of the manufacturer’s or vendor’s warranties, express or implied, if any and if assignable, with respect to the products, and Seller hereby authorizes Customer to make or settle any claims under such warranties directly with any such manufacturer or vendor.
EXCEPT FOR THE WARRANTIES OF TITLE ABOVE, SELLER MAKES NO WARRANTY REGARDING ANY OF THE PRODUCTS SOLD OR SERVICES RENDERED BY IT, MAKES NO REPRESENTATIONS, PROVIDES NO INDEMINITIES (INTELLECTUAL PROPERTY OR OTHERWISE) AND, TO THE EXTENT PERMITTED BY LAW, DISCLAIMS ANY AND ALL OTHER CONDITIONS OR WARRANTIES OF ANY NATURE OR KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY CONDITION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR PERFORMANCE. ANY DOCUMENTATION, RECOMMENDATION OR ASSISTANCE PROVIDED BY SELLER CONCERNING THE PRODUCTS, THEIR USE, DESIGN, APPLICATION, OPERATION, OR OTHERWISE, IS FOR CUSTOMER ONLY, SHALL NOT BE CONSTRUED AS REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND IS ACCEPTED BY CUSTOMER AT ITS OWN RISK AND WITHOUT ANY OBLIGATION OR LIABILITY TO SELLER. SELLER SHALL NOT BE LIABLE FOR INFORMATION OR DOCUMENTATION PROVIDED BY CUSTOMER OR ANY OTHER SECONDARY SOURCES AND SHALL NOT BE RESPONSIBLE FOR THE PERFORMANCE OF CUSTOMER OR ANY THIRD PARTY HEREUNDER OR OTHERWISE. IT IS CUSTOMER’S SOLE RESPONSIBILITY TO DETERMINE THE SUITABILITY AND/OR QUANTITY OF THE PRODUCTS OR SERVICES TO BE PROVIDED BY SELLER. CUSTOMER’S EXCLUSIVE REMEDY AGAINST SELLER FOR BREACH OF ANY WARRANTY ARISING HEREUNDER SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF THE SPECIFIC PRODUCT OR REPERFORMANCE OF THE SERVICE AT ISSUE, OR RETURN OF THE PURCHASE PRICE. SELLER ASSUMES NO LIABILITY FOR ANY DISMANTLING, REMOVAL, INSTALLATION, RE-INSTALLATION OR LABOR COSTS, OR ANY CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE FOREGOING.
14. Limitation of Liability.
IN NO EVENT SHALL SELLER BE LIABLE FOR (A) ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES; (B) LOSS OF PROFITS OR BUSINESS REVENUE OR INCOME, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF USE OR LOSS OF TIME; OR (C) ANY CLAIM AGAINST CUSTOMER BY ANY THIRD PARTY; WHETHER IN CONTRACT, NEGLIGENCE, TORT, OR OTHERWISE, RESULTING FROM ITS PERFORMANCE, NON‑PERFORMANCE OR DELAY IN PERFORMANCE OF ITS OBLIGATIONS HEREUNDER WHETHER OR NOT SELLER HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. MOREOVER, CUSTOMER EXPRESSLY AGREES THAT UNDER NO CIRCUMSTANCE SHALL THE TOTAL LIABILITY OF SELLER TO CUSTOMER EXCEED THE VALUE OF THE SPECIFIC PRODUCT OR SERVICE AT ISSUE.
15. Inability to Perform.
Seller’s performance of its obligations hereunder may be excused or suspended without liability to Customer in case of catastrophes or occurrences beyond Seller’s control, including but not limited to inability to secure products from vendors or suppliers at reasonable prices or in sufficient amounts through usual sources of supply.
16. Governing Law and Exclusive Jurisdiction.
The validity, interpretation, and performance hereof and of any and all purchase orders issued by Customer shall be governed by, construed and interpreted in accordance with the laws of the Canadian province where the products are delivered or shipped from or where the services are rendered. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the terms and conditions contained herein or to any and all purchase orders issued by Customer. Seller and Customer irrevocably submit and attorn to the exclusive jurisdiction of the courts in the Canadian province where the products are delivered or shipped from or where the services are rendered.
Customer represents and warrants to Seller that it shall comply with all applicable laws, regulations, ordinances and rules including, without limitation, those regarding corruption, bribery, anti-trust and competition, and export controls.
21. Export Controls.
Customer warrants and represents that it will at all times comply with all applicable laws and regulations, including trade, economic, or financial restrictions or trade embargoes and any amendments thereto (collectively, the “Laws”) imposed by any applicable governmental authority, including, where applicable, Canada, the United States and the European Union. Seller shall not be liable, and Customer agrees to hold harmless and indemnify Seller, for any breach of such Laws. If applicable, Customer undertakes to timely provide all information and documentation necessary for export, shipment and import. Seller shall not be liable, and Customer shall hold Seller harmless, for delays or any other losses resulting from Customer’s failure to timely provide accurate information and documentation, export/import reviews, or any related permitting procedures. To the extent permitted by law, Customer shall, promptly upon becoming aware, provide to Seller details of any claim, action, suit, proceedings or investigation against it with respect to the Laws brought by any enforcement authority. In the event that Seller should believe, acting in good faith, that Customer has violated, or is under investigation for violating, any Laws, or if Customer is identified on any applicable sanctions list, Seller shall have the immediate right to terminate its relationship and/or any contract with Customer without liability.