Vendor terms & conditions
Effective Date: April 20, 2017
1. YOUR ACCEPTANCE
2. NEUTRAL VENUE
a) Venue. OUR SITE IS A NEUTRAL VENUE. WE DISCLAIM ALL LIABILITY ARISING OUT OF OR RELATED TO PRODUCTS, INFORMATION PROVIDED TO OR BY THE SITE SUPPLIERS AND USERS.
3. INTELLECTUAL PROPERTY
a) Our IP. All Site contents, registered and unregistered trademarks, designs, information and images (the “Intellectual Property”) belong to us and our content suppliers. The Intellectual Property is protected byinternational trademark, copyright, privacy, and other intellectual property laws. You obtain no interest in that Intellectual Property, provided, however, that you may download and view or print a copy of materials on this Site for personal use as long as you do not modify any content (including any copyright notice) in any way. All rights not expressly granted under these Terms are reserved by us. Unless expressly stated otherwise, you shall not copy, reproduce or replicate any Intellectual Property. We have the right but not the obligation to monitor and edit or remove any content submitted by users. We take no responsibility and assume no liability for any content posted by users or any third party.
b) License to Your Content. By transmitting or uploading any content to our Site, you grant us a perpetual, unlimited, irrevocable, royalty-free, worldwide license to use, reproduce, adapt, display, perform, modify, transmit, translate, distribute, and create derivative works of your content; to make, have made, sell or otherwise distribute any of your submitted content. You further represent and warrant that you have the right, title, and/or authority to grant such license to us.
c) Copyright Infringement Claims. Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holder’s rights. You agree that you will not use our Site to infringe anyone’s intellectual property rights. We will investigate copyright infringement claims if they are reported to us via the ContactUs area in our Website.
4. VENDOR TERMS AND CONDITIONS
Each Vendor that provides Products for sale on our Site represents, warrants and covenants that:
a) the Products are genuine and free from defects;
b) the Products are offered on our Site at a price that is not higher than the price at any other stores and marketplaces;
c) all materials and other items incorporated into the Products are new, if the product is refurbished or reconditioned please provide a description and explanation of the state of the product;
d) the Product information and promotionalmaterials are accurate and complete, and offering of those Products for sale on this Site will not violate any third party's rights;
e) Vendor will comply with all laws and rules relating to the Products;
f) the Products may be lawfully marketed, sold and distributed;
g) Vendor possesses clean and clear title to, and has the unencumbered right to sell, each and every one of the Products supplied or to be supplied to Site;
h) Vendor will defend the Site, its affiliated companies, and their respective officers, directors, employees, and agents (the "Site Parties") against any claim that arises, directly or indirectly, from: (i) any death of or injury to any person, damage to any property or any other damage or loss due to any defect in or use of any Product; (ii) any infringement or misappropriation of any proprietary right by Products; (iii) Vendor's negligence, strict liability or intentional misconduct; (iv) Vendor's breach of this Agreement; or (v) Vendor's failure to comply with relevant law and regulations, state accurate Product descriptions, adequate warnings, or instructions (individually, a "Claim", and collectively, the "Claims"). Vendor will indemnify and hold harmless each Site Party against any liability, loss, damage, cost or expense (including reasonable attorneys' fees) incurred by that Site Party relating to any Claim.
i) Vendor should be responsible to update pricing content whenever is need it
5. REMEDIES FOR BREACH OF THESE TERMS
b) Since we cannot ensure that all material submitted to us is accurate and free of third party claims, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party.
6. PAYMENT; MISPRICED MERCHANDISE
a) Customer agrees to pay all fees and charges incurred in connection with purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Unless you notify supplyexpert.ca of any discrepancies within sixty (15) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If supplyexpert.ca does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by us or our agents. You are responsible for paying any governmental taxes imposed on your purchases, including, but not limited to, sales, use or value-added taxes. We shall automatically charge and withhold the applicable sales tax for orders to be billed to addresses within Canada and any other localities deemed required.
b) Despite our best efforts, a small number of products offered through our Site may be mispriced. If the correct price of an item sold is higher than our stated price, we will, at our discretion, either contact you for instructions or cancel your order and notify you of such cancellation.
c) We shall have the right to refuse or cancel any orders placed for products and/or services listed at an incorrect price, rebate or refund, or containing any other incorrect information or typographical errors. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, we shall issue a refund via your payment method the amount of the charge (this can take up to 5-7 working days).
7. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY
a) USE OF THIS SERVICE AND ITS CONTENTS IS AT YOUR OWN RISK. THIS SITE AND ALL OF ITS CONTENT ARE PROVIDED "AS IS". YOU MUST NOT RELY ON ANY CONTENT PUBLISHED ON OR LINKED TO THIS SITE WITHOUT FIRST MAKING YOUR OWN ENQUIRIES TO VERIFY IT IS ACCURATE, CURRENT AND COMPLETE. WE DO NOT MAKE, AND EXPRESSLY DISCLAIM, ANY REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS, EXPRESS OR IMPLIED, ARISING OUT OF OPERATION OF LAW, COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS OF: MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; NON-INFRINGEMENT; SAFETY; QUALITY; FREEDOM FROM DEFECTS OR THAT DEFECTS WILL BE CORRECTED; UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE USE OF THIS SITE; OR ACCURACY, CURRENCY, RELIABILITY, COMPLETENESS OR APPROPRIATENESS RELATING TO THE CONTENT OF THIS SITE.
b) WE SHALL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND PROPERTY DAMAGE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL WE BE HELD LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE SUMS RECEIVED FROM YOU FOR THE ALLEGEDLY DEFECTIVE PRODUCT. NO CLAIM, SUIT OR ACTION MAY BE BROUGHT AGAINST US AFTER SIX MONTHS FROM THE UNDERLYING CAUSE OF ACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION, OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold harmless our company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Site; (ii) your violation of any provision of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your user submissions caused damage to a third party.
9. GOVERNING LAW AND ARBITRATION
These Terms and any action related thereto will be governed by the laws of the Province of Ontario, Canada, without regard to its conflict of laws provisions that would result in application of any other law. Any dispute, controversy or claim arising out of or relating to these Terms, including any question regarding its interpretation, validity, breach or termination or the business relationship created by it shall be referred to and finally resolved by arbitration at ADR Chambers under the ADR Chambers Arbitration Rules. The place of the arbitration shall be Toronto, Ontario.
a) Electronic Communications. You agree that all notices or other communications regarding your account and/or your use of the Site ("Communications"), may be provided to you electronically and you agree to receive all Communications from us in electronic form. You may print a copy of any Communications and retain it for your records. All electronic Communications will be considered just as legally binding as if they were in paper form. You may revoke your consent to receive Communications electronically, but if you revoke your consent to receive Communications electronically, we reserve the right to terminate your right to use our Site.
b) Hyperlinks. You may link to our Site, as long as this is done in a fair way that does not negatively affect our reputation or business and does not suggest any form of association where there is none. You cannot frame our Site on any other website. We reserve the right to request that you withdraw any link and you agree to cooperate with us in causing any unauthorized framing or linking to terminate immediately.
c) Assignment. We may transfer, assign or subcontract the rights, interests or obligations under these Terms, at our sole discretion, without obtaining your consent.
f) Prevailing Language. In the event of any discrepancy between the English original version of these Terms and any foreign language translation, the English version prevails.
Please submit your inquiries via the ContactUs area in our Website.