Terms & Conditions (Canada)
Please read these Terms carefully and make sure that you understand them, before ordering or purchasing any Products from us. Please note that by ordering or purchasing any of our Products, you agree to be bound by these Terms and any other documents expressly referred to in them.
You should print or keep a copy of these Terms for future reference. We amend these Terms from time to time as set out in clause 6. Every time you wish to order or purchase Products, please check these Terms to ensure you understand the terms which will apply at that time. These Terms, and any Contract between us, are only in the English language.
1.1. “Affiliate” as to any Person means any other Person that directly or indirectly through one or more intermediaries’ controls, or is controlled by, or is under common control with, such Person. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with” as used with respect to any Person) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through ownership of voting securities, by contract or otherwise.
1.2. “Customer” means the customer or any person or affiliate acting on behalf of and with authority from the customer.
1.3. “Goods” means goods supplied by Seller to Customer.
1.4. “Person” means any individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, joint venture, body corporate, a government or any department or agency thereof, and a natural person in such person’s capacity as trustee, executor, administrator or other legal representative.
1.5. “Seller” means Frontline Systems Inc., an Ontario corporation.
1.6. “Terms” means these terms and conditions of sale.
2.1. Orders are not binding on Seller unless accepted by Seller in writing or filled by Seller. Seller may reject any order.
2.2. Customer agrees to give Seller not less than fourteen (14) days prior written notice of any proposed changes in Customer’s business information, including but not limited to changes in Customer’s address or business practices.
2.3. Any instructions received by Seller from Customer for the supply of Goods and/or Customer’s acceptance of Goods supplied by Seller shall constitute acceptance of these Terms.
3. Price and Payment.
3.1. The price of the Goods shall be as set out in the quote and/or order confirmation provided to the Customer. Seller’s pricing excludes all applicable taxes, tariffs, duties, shipping, packaging, and insurance costs.
3.2. Seller may increase the price of Goods to reflect any increase in Seller’s costs, including but not limited to raw materials and components, foreign exchange fluctuations, taxes, duties, and tariffs.
3.3. Seller may make additional charges for administration on small orders.
3.4. A deposit may be required. The deposit amount will be stipulated at the time of order of the Goods and shall become immediately due and payable.
3.5. Time for payment for the Goods shall be of the essence and will be stated on the invoice, quotation, or other order form. If no time is stated then payment shall be due seven (7) days following the date of invoice.
3.6. The price shall be increased by the amount of all shipping charges, taxes, tariffs, and duties which may be applicable.
3.7. Interest on overdue invoices shall accrue from the date when payment becomes due, calculated daily until the date of payment, at the rate of two percent (2%) per annum above the Royal Bank of Canada prime rate from time to time in force. Provided, the interest rate shall not exceed the maximum rate allowed by law.
4.1. If Seller provides for delivery, shipping terms shall be Free on Board (FOB) Origin, Freight Prepaid & Add, as such terms are defined according to Incoterms 2020.
4.2. If Customer chooses to pick up the Goods from Seller or provides a carrier account number for shipping, risk of loss shall pass to Customer upon pick-up by carrier, and Goods will be considered delivered upon pick-up.
4.3. By accepting delivery, Customer agrees that the Goods have arrived without any visible shipping damage. If shipping damage is noted or suspected, Customer must sign for the delivery as damaged and contact Seller immediately.
4.4. Failure to sign for the Goods as damaged and/or neglecting to contact the Seller within five (5) days of delivery voids any claim by Customer.
4.5. Seller may require Customer to deliver photographs and other supporting documentation to validate any shipping damages claim.
4.6. Title to the Goods shall not pass to Customer until Customer has paid all amounts owed to Seller and met any and all obligations due to Seller.
5. Defects and Returns.
5.1. Customer shall, within five (5) days of delivery, notify Seller in writing of any alleged defect, shortage in quantity, damage, or failure to comply with the description or quote of the Goods. Customer shall afford Seller an opportunity to inspect the Goods within a reasonable time following delivery if Customer believes the Goods are defective in any way.
5.2. Customer must obtain an authorization number from Seller before returning any Goods. Returns must be undamaged, unused, clean, resalable, and in the original packaging.
5.3. Damages due to the misuse of the Goods will not be accepted.
5.4. If Customer wishes to return any Goods due to order cancellation or any reason other than a warranty claim, Seller may carry out a full inspection of the Goods before accepting the return.
5.5. All returns must be undamaged, unused, clean, resalable, in original packaging, and returned to Seller, at Customer’s expense, within sixty (60) days after acceptance.
5.6. Customer can initiate the return process by completing a return form and submitting it to email@example.com. Once the return has been authorized by Seller, Customer may return the Goods to Seller for inspection.
5.7. All returned Goods are subject to a twenty percent (20%) restocking fee.
5.8. Order cancellations or modifications may also be subject to a twenty percent (20%) restocking fee and/or additional charges. Orders for custom Goods are not cancelable, returnable, or refundable.
6. Limited Warranties and Liability.
6.1. For the period provided for in Section 6.3, Seller warranties the Goods against manufacturing defects and agrees to assist in the replacement or repair of the Goods if such defects are present.
6.2. If the Goods are not used correctly or in proper observance of their assembly instructions, warning labels, or disclaimers, any warranty is void.
6.3. All Goods have a twelve (12) month warranty, with the exception of one-time use Goods which have a ninety (90) day warranty. A list of one-time use Goods is available upon request. Warranty periods commence on the date of shipment.
6.4. Customer may initiate the warranty claim process by completing a warranty claim form and submitting it to firstname.lastname@example.org.
6.5. Upon a warranty claim by Customer to Seller, Seller may require Customer to deliver additional photographs or information regarding the Goods and/or require Customer to return the Goods at Customer’s sole expense for closer inspection. Failure to provide the requested information or returned Goods in a timely manner may result in the claim being cancelled.
6.6. If Seller validates a manufacturing defect, the Goods will be repaired and/or replaced and returned to Customer at no cost. If the manufacturing defect is not validated by Seller, the Goods may be repaired and/or replaced at Customer’s expense. The final decision on warranty claims is at the sole and absolute discretion of Seller.
6.7. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER DOES NOT WARRANT THAT THE GOODS WILL MEET ALL OF CUSTOMER’S REQUIREMENTS.
EXCEPT AS PROVIDED IN THIS AGREEMENT, THE GOODS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. SELLER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE GOODS, INCLUDING ALL IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR ANY PURPOSE, DESIGN, OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SELLER DOES NOT WARRANTY AGAINST DAMAGE INCURRED OR FROM NORMAL WEAR AND TEAR, MISUSE, OR FREIGHT.
7. Liability and Indemnification.
7.1. Seller will not be liable to Customer or any other person, and Customer will make no claim against Seller, for any loss, liability, cost, damage, or expense (each, a “Loss”) resulting from Seller’s failure or delay in the performance of any obligation under these Terms due to events beyond its control, including, but not limited to, fire, storm, pandemics, epidemics, flood, earthquake, explosion, accident, acts of the public enemy, wars, riots and public disorder, sabotage, strikes, lockouts, labor disputes, labor shortages, work slowdowns, stoppages or delays, shortages or failures or delays of energy, materials, components, supplies or equipment, transportation embargoes or delays, acts of God, breakdown in machinery or equipment, or acts or regulations or priorities of the federal, provincial or municipal governments.
7.2. SELLER’S AGGREGATE LIABILITY IN CONNECTION WITH THE SALE OF ANY GOODS, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY, WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO SELLER FOR SUCH GOODS. IN NO EVENT WILL SELLER BE LIABLE FOR ANY EXEMPLARY, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOST REVENUE, OR LOSS OR DEPRECIATION OF GOODWILL, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IT COULD REASONABLY FORESEE THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THESE TERMS SHALL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR PROCEEDING INCLUDING BUT NOT LIMITED TO, BREACH OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THESE TERMS OR OF ANY REMEDY CONTAINED HEREIN.
7.3. Customer shall defend, indemnify and hold Seller and its Affiliates and each of their employees, officers, directors, shareholders, contractors and agents harmless from any and all claims, liabilities, losses, damages, expenses, or causes of action, including, without limitation reasonable legal fees and expenses, arising out of or related to any breaches of these Terms by Customer.
8.1. These Terms shall be binding upon and inure to the benefit of the parties and their respective heirs, assigns, executors, and administrators; otherwise, these Terms are non-transferable.
8.2. Customer may not assign or transfer these Terms or his, her or its rights and obligations hereunder without the prior written consent of Seller.
8.3. If any portion of these Terms is determined to be invalid or deemed unenforceable for any reason, the invalid or unenforceable portion shall be superseded by a valid, enforceable provision that closely matches the intent of the original provision and the invalid or unenforceable provision shall be deemed severed from the remaining portions of these Terms, which shall otherwise remain in full force. No failure or delay by either party in exercising any right, power, or remedy under these Terms, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy. Any rights not expressly granted herein are reserved to Seller.
8.4. The headings in these Terms are for reference only and shall not affect the interpretation of the terms and conditions herein.
8.5. These Terms shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein. Process may be served on Customer or Seller in the manner set forth in these Terms for the delivery of such notices or such other method as authorized by applicable law or court rule.
8.6. No action arising out of any breach or claimed breach of these Terms or the transactions contemplated by these Terms may be brought by either party more than one (1) year after the cause of action has come to the attention of the injured party. For the purposes of these Terms, a cause of action will be deemed to have accrued when a party knew or reasonably should have known of the breach or claimed breach.
8.7. Unless otherwise agreed in writing by Seller, these Terms constitute the entire agreement between Customer and Seller with respect to the Goods and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Customer and Seller with respect to the Goods. These Terms may be modified only in writing, signed by the party or parties to be charged. In the event of a conflict between these Terms and any order or invoice, these Terms will prevail.
8.8. Customer agrees that no joint venture, partnership, employment, or agency relationship exists between the Customer and Seller as a result of these Terms. Seller’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Seller’s right to comply with law enforcement requests.