PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.
These terms and conditions (the "Agreement") apply to the purchase of projector replacement lamps and/or related products and/or services and support sold in Canada ("Product") by ProjectorLampExperts.com ("Seller") via the projectorlampexperts.com website (the "Site"). In this Agreement "Purchaser" means the person or company that places an order with the Seller for Product sold on the Site.
The acceptance of Purchaser's order and the Agreement between Seller and Purchaser resulting from Seller's acceptance of Purchaser's order, are expressly conditioned upon the terms and conditions set forth in this Agreement, whether additional to or different from those contained in Purchaser's purchase order or other form of document heretofore or hereafter supplied by Purchaser to Seller. The terms, provisions and conditions of the sale set forth in this Agreement shall be the only terms and conditions applicable to the Agreement between Purchaser and Seller, and any terms, provisions and conditions of Purchaser's order, any purchase order or any other communication from Purchaser, whenever made, which are inconsistent with the terms, provisions and conditions hereof shall not be binding upon Seller and shall not be applicable to the sale or shipment of Product sold hereunder. Purchaser's assent to the terms and conditions of sale set forth in this Agreement shall be conclusively presumed and deemed from Purchaser's acceptance of delivery of the product(s) ordered.
Prices are stated in Canadian dollars and payment shall be in Canadian currency, unless otherwise agreed upon by both the Purchaser and the Seller. A monthly service charge equal to one and one half percent (1.5%) (equivalent to eighteen percent (18%) per year) of all amounts past due and owing to Seller will be charged to Purchaser. Such monthly service charge will be assessed as of the first day any invoiced amount has become past due, and shall be reassessed monthly with respect to all amounts then past due and owing (including all previous service charges).
All prices are F.C.A. (as defined in Incoterms 2000) Seller's plant. Method and route of shipment are at Seller's discretion, unless Purchaser supplies explicit written instructions. All shipments of Product are insured at the Purchaser's expense and made at the Purchaser's risk.
Seller shall not be liable for failure to perform any of its obligations hereunder resulting directly or indirectly from or contributed to any acts of God, acts of Purchaser, acts of civil or military authority, priorities, fire, strikes or other labor disputes, power failure, accidents, floods, epidemics, war, riot, delays in transportation, lack or inability to obtain raw materials, components, labor or fuel supplies, or other circumstances or events beyond the Seller's reasonable control, whether similar or dissimilar to the foregoing.
Delivery of Product to a carrier at Seller's plant or other shipping point stated elsewhere in this order shall constitute delivery to Purchaser; and regardless of freight payment all risk of loss or damage in transit shall pass to Purchaser at that time. Purchaser shall make claims against the carrier for loss or damage to Product while in transit.
Prices quoted are exclusive of any and all federal, provincial and local taxes of any nature whatsoever, and if, in connection with this transaction, the Seller is subjected to any such tax by any taxing authority whatsoever, the same will be added to the purchase price to be paid by Purchaser.
SELLER HEREBY EXPRESSLY EXCLUDES ANY AND ALL OTHER WARRANTIES, GUARANTEES OR REPRESENTATIONS WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, AND ALL OTHER SUCH WARRANTIES ARE SPECIFICALLY EXCLUDED.
IN NO EVENT SHALL THE SELLER BE LIABLE FOR SPECIAL, INDIRECT PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR REVENUE, COST OF SUBSTITUTE GOODS, LOSS OF TIME OR ANY OTHER LOSSES INCURRED BY THE PURCHASER, WHETHER IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, IN CONNECTION WITH THE PURCHASE OR USE OF THE PRODUCT MANUFACTURED BY THE SELLER AND/OR SOLD BY THE SELLER. SELLER SHALL NOT BE LIABLE FOR, AND PURCHASER ASSUMES RESPONSIBILITY FOR, ALL PERSONAL INJURY AND PROPERTY DAMAGE RESULTING FROM HANDLING, POSSESSION OR USE OF THE PRODUCT MANUFACTURED BY THE SELLER AND/OR SOLD BY THE SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND NOTWITHSTANDING ANY PROVISION HEREIN OR ENTITLEMENT OF THE PURCHASER AT LAW, IN EQUITY OR OTHERWISE, IN NO EVENT SHALL THE LIABILITY OF THE SELLER UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EXCEED, IN THE AGGREGATE, THE AMOUNT PAID BY THE PURCHASER TO THE SELLER FOR PRODUCT PURCHASED PURSUANT TO THIS AGREEMENT.
In the event Purchaser fails to pay Seller for any shipment under this order or any other order, when payment becomes due, Seller reserves the right, among other remedies, to suspend further deliveries. If, in the judgment of the Seller, the financial condition of the Purchaser at any time does not justify continuance of production or shipment or the terms of payment specified, the Seller may require full or partial payment in advance of manufacture and/or delivery.
Cancellation or change of orders will be accepted only with the written acknowledgement and agreement of the Purchaser that Seller will be reimbursed for all expenses incurred as a result of the cancellation or change. Orders for special material or services are not subject to cancellation after production is started under any circumstances.
Please note that policies for returns are clearly stated at http://www.projectorlampexperts.ca/LampReturns.aspx
Seller certifies that to its knowledge the product to be manufactured and delivered hereunder does not infringe any patents granted to others in Canada. The Seller does not assume any responsibility or liability for any claim of infringement of any patent brought against Purchaser, its successors, assigns, customers or users of Purchaser's product.
This Agreement is made, executed and delivered in Mississauga, Ontario, and any disagreement, dispute or controversy arising hereunder or in relation to this Agreement shall be governed by and construed and interpreted in accordance with the domestic laws of the Province of Ontario, Canada. The Seller and the Purchaser hereby agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement and is strictly excluded. Any disputes arising hereunder shall be adjudicated exclusively in courts located in the Province of Ontario.
No waiver, alteration or modification of any of the provisions hereof shall be binding on the Seller unless made in writing and agreed to by a duly authorized official of the Seller. Waiver by either party of default by the other hereunder shall not be deemed a waiver by such party of any default by the other which may thereafter occur.
The terms and conditions of sale set forth herein contain the total sale contract between the parties and all proposals, negotiations, representations, recommendations, statements or agreements made or entered into prior to or contemporaneously with this Agreement, except as specifically agreed to in writing by the Seller after the date hereof, whether oral or in writing, are excluded.
This Agreement shall ensure to the benefit of, and shall be binding on, the parties hereto and their respective successors and permitted assigns provided that neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party. Notwithstanding the foregoing, the Seller may assign this Agreement or any of its rights or obligations hereunder to any of its affiliates (as defined in the Business Corporations Act (Ontario)) or to a purchaser of all or substantially all of the Seller's assets, provided that the assignee agrees in writing to assume all or the assigned portion of the Seller's obligations under this Agreement, whereupon the Seller shall be released from all or such assigned portion of its obligations.
If any provision of this Agreement is held to be invalid or unenforceable by a court having jurisdiction over this Agreement, the affected provision shall be deemed severed and the remainder of the provisions of this Agreement shall continue in full force and effect, unless the performance of the remainder of this Agreement by either party is not legally possible and/or commercially reasonable.
Each party hereto agrees that upon the written request of the other party hereto, it will do all such acts and execute all such further documents, and will cause the doing of all such acts and will cause the execution of all such further documents as are within its power to cause the doing or execution of, as the other party hereto may from time to time reasonably request be done and/or executed as necessary or desirable to effect the purpose of this Agreement or any document, agreement or instrument delivered pursuant hereto.
The parties hereto declare that it is their express wish that this Agreement be drawn up in English. Les parties aux présentes declarent que c'est leur volonté express que ce contrat soit redigé en anglais.