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Terms of Sale
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TERMS OF SALE
PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS
AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU.
This Agreement contains the terms and conditions that apply to customers for purchases
from Cedar Wholesale and the Cedar Wholesale entity named on the invoice that will be
provided to you (“Customer”) on orders for products sold. Customer agrees to be bound
by and accepts this Agreement as applicable to Customer’s purchase of product(s) from
Cedar Wholesale, and/or the Cedar Wholesale Internet Website hereinafter named the “Site.”
As a condition of sale, Customer agrees to be bound by and accepts these terms and conditions.
These terms and conditions apply (i) unless Customer has signed a separate formal
purchase Agreement with Cedar Wholesale, in which case the separate Agreement shall
govern; or (ii) unless other Cedar Wholesale standard terms apply to the transaction
as noted herein or elsewhere. These terms and conditions are subject to change without
prior written notice at any time, in Cedar Wholesale sole discretion. YOUR ACCEPTANCE OF
THESE TERMS AND CONDITIONS OF SALE IS INCLUDED IN YOUR ACCEPTANCE OF THE TERMS AND USE
OF THIS WEBSITE.
1. ORDER ACCEPTANCE POLICY
Customer’s receipt of an electronic or other form of order confirmation does not
signify Cedar Wholesale acceptance of Customer’s order, nor does it constitute
confirmation of Cedar Wholesale offer to sell. All orders are accepted in
British Columbia, Canada. Cedar Wholesale reserves the right at any time after
receipt of 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
Customer to satisfy payment terms, and/or breach by Customer of this Agreement.
If a product is listed at an incorrect price due to typographical error or error
in pricing information received from Cedar Wholesale suppliers, Cedar Wholesale
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 Cedar Wholesale cancels Customer’s order, Cedar Wholesale shall
forthwith issue a refund equal to the amount remitted for the unaccepted or
cancelled order.
2. PAYMENT TERMS
Terms of payment are within Cedar Wholesale sole discretion and unless otherwise
agreed to by Cedar Wholesale, payment must be received or otherwise authorized or
secured in a form approved by Cedar Wholesale prior to Cedar Wholesale acceptance
of an order. Payment for the products will be made by approved credit card, wire transfer,
electronic funds transfer or some other prearranged payment method agreed to by
Cedar Wholesale. 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 Cedar Wholesale and the customer. Cedar Wholesale may
invoice parts of an order separately. Orders are not binding upon Cedar Wholesale
until accepted by Cedar Wholesale (see Order Acceptance Policy). Any quotations
given by Cedar Wholesale will be valid for the period stated on the quotation.
Cedar Wholesale reserves the right to adjust or cancel quotations as required.
3. SHIPPING
Customer is responsible for all costs of shipping the product(s) to the location
specified by Customer. Where applicable, separate charges for shipping and handling
will be shown on Cedar Wholesale invoice(s). Shipping rates are for standard pick-up
and delivery only and do not include any added services or special equipment
(see “Shipping”). If a shipping rate is quoted at an incorrect rate due to
typographical error or error in pricing information received from Cedar Wholesale
suppliers, Cedar Wholesale 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. Customer is responsible to inspect freight for shortages or signs of damage
upon receipt of goods. All freight, loss, and damage claims must be filed with
Cedar Wholesale within ten (10) days from the date the shipment was delivered or
in the case of lost freight, within ten (10) days after a reasonable time for
delivery has elapsed (see “Claims”). Cedar Wholesale shall not be liable for special
or consequential damages or for any damages arising out of or caused by: (1) Delay,
(2) Acts of God or the public enemy, (3) The authority of the law,
(4) Strikes, riots or quarantine, (5) The inherent nature or vice of the goods
transported.
4. TAXES
Customer is responsible for all sales, use, excise, value-added and other charges
associated with the order, however designated, including any duties, clearance
charges or other destination charges. If applicable, a separate charge for such
items will be shown on Cedar Wholesale invoice.
5. TITLE; RISK OF LOSS
Title to product passes from Cedar Wholesale to Customer upon completion of shipment
of product to Customer by Cedar Wholesale, unless otherwise stated in terms of purchase
(e.g. Letter of Credit). Loss or damage to products that occurs during shipping by a
carrier selected by Cedar Wholesale is Cedar Wholesale’s responsibility up to limit
specified by insurer.
6. WARRANTIES
All warranties set out are Manufacturer-specific warranties only. The limited warranty
applicable to each product sold by Cedar Wholesale is set out under the heading
“Warranty” located on the Direct Cedar Wholesale where each product is described.
Such limited warranty applies to each sale by Cedar Wholesale of that respective
product. Cedar Wholesale makes no express warranties except those stated in this
agreement and in Cedar Wholesale applicable warranty statement in effect on the
date of the invoice. Any such warranties will be effective, and Cedar Wholesale
will be obligated to honor any such warranties, only upon Cedar Wholesale receipt of
payment in full for the item to be warranted. Before returning any item, Customer
must contact Cedar Wholesale Warranty Department for a Warranty Authorization (WA)
number within the allowable period specified by the manufacturer of the product
(see product-specific “Warranty”). No returns, of any type, will be accepted
without a WA number. The WA number is valid only for the product described therein.
The product returned must match the product authorized for return. Customer must
ensure that all returns are received by the manufacturer/supplier within thirty (30)
days of obtaining the WA number. All shipping arrangements for returns or exchanges
must be processed through Cedar Wholesale Warranty Department. Customer is responsible
for all shipping and handling charges of warranty returns, except where the manufacturer
of the product has agreed to pay for such costs or as outlined under product “Warranty.”
Whenever possible or as outlined under “Warranty,” 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 and the WA number visible on the package
Cedar Wholesale 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. Cedar Wholesale Warranty Department will advise Customer of the
details specific to the warranty claim.
7. DISCLAIMER
The warranties set out in this agreement are manufacturer-specific warranties for
the product(s). Cedar Wholesale expressly disclaims all other warranties, guarantees
or representations, whether expressed, implied, including any implied warranty of
merchantability or fitness for a particular purpose. Cedar Wholesale also disclaims
any implied warranty arising out of trade usage or out of a course of dealing or
course of performance. Cedar Wholesale does not warrant that the product(s) will
be error-free, or warrant that each defect will be corrected Cedar Wholesale does
not warrant that all products comply with specific geographical compliance or
regulatory restrictions. It is customer’s responsibility to ensure that use of
products purchased complies with local jurisdiction codes and with all regional,
national and international laws and regulations.
8. LIMITATION ON DAMAGES
Cedar Wholesale does not accept liability beyond the remedies set forth herein.
Cedar Wholesale will not be liable for lost profits, loss of revenue or of business
or other consequential, special, indirect, or punitive damages, even if they were
foreseeable or if Cedar Wholesale was advised of the potential of such damages, or
for any claim by any third party except as expressly provided herein. Customer agrees
that for any liability related to the purchase of products or services, Cedar Wholesale
is not liable or responsible for any amount of damages above the aggregate dollar
amount paid by customer for the purchase(s) under this agreement. This limitation
will apply regardless of the form of action (i.e. whether the lawsuit is in contract
or in tort, including negligence).
9. RETURN AND EXCHANGE POLICY
All sales are final. Cedar Wholesale monitors product shipments and provides customer
assistance in the event of carrier problems or destination errors. For inquiries
regarding damaged or defective products, please refer to the warranty that obtains
for a specific product, or e-mail
sales@cedarwholesale.com.
Prior to signing for
receipt of goods, it is the customer’s responsibility to inspect the product packaging
for any indication that damage to the product may have occurred in transit. Failure
to do so can void damage claims.
10. CURRENCY
Cedar Wholesale lists prices in USD. Customers must pay in USD funds when entering the checkout.
11. GOVERNING LAW
This Agreement and any sales there under shall be governed by the laws of British Columbia
and the federal laws of Canada applicable therein, without regard to conflict of laws rules.
12. ARBITRATION
All disputes arising out of or in connection with this Agreement shall be referred to and
finally resolved by a single arbitrator (the “Arbitrator”) pursuant to the
Commercial Arbitration Act, R.S.B.C. 1996, c. 55, as amended. The decision of the
Arbitrator on all issues or matters submitted to the Arbitrator for resolution shall
be conclusive, final and binding on all of the parties. The Arbitrator shall determine
who shall bear the costs of arbitration pursuant to this section 12.
13. OTHER DOCUMENTS
Other than as specifically provided in any separate formal purchase Agreement between
Customer and Cedar Wholesale, these terms and conditions 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 Customer and Cedar Wholesale.
14. TERMS OF USE
Your access to, and use of the Site is governed by Cedar Wholesale Terms of Use.
By using this Site, you signify your acceptance without modification of these Terms of Use.
The Terms of Use are subject to change without prior notice at any time, in Cedar Wholesale’s
sole discretion so you should frequently review the Terms of Use and applicable policies
from time to time to understand the terms and conditions that apply to your use of the Site.
In the event of any inconsistency between this Agreement and the Terms of Use, the terms of
this Agreement shall prevail.
15. 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
there from.
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