TERMS & CONDITIONS

1. Governing Terms. THESE TERMS AND CONDITIONS GOVERN ALL SALES OF GOODS OR SERVICES BY IMPERIAL DADE CANADA INC. (“SELLER”) TO BUYER.  SELLER AGREES TO SUPPLY THE ORDERED GOODS OR SERVICES ONLY UPON THE TERMS AND CONDITIONS CONTAINED HEREIN.  SELLER’S ACCEPTANCE OF BUYER’S ORDER AND AGREEMENT TO DELIVER THE ORDERED GOODS IS EXPRESSLY MADE CONDITIONAL ON BUYER’S ACCEPTANCE OF SELLER’S TERMS AND CONDITIONS SET FORTH BELOW.  IN THE EVENT BUYER'S PURCHASE ORDER INCLUDES TERMS AND CONDITIONS THAT DIFFER FROM OR ARE IN ADDITION TO THE FOLLOWING, SUCH TERMS AND CONDITIONS ARE EXPRESSLY REJECTED BY SELLER AND ARE NULL AND VOID.
2. Definitions. As used herein, “Buyer” refers to the party who submits a Purchase Order to Seller and “Purchase Order” means the purchase order, electronic order or any other order submitted by Buyer.
3. Confirmation. Seller’s commencement of the delivery of the goods and/or services ordered by Buyer and Buyer’s acceptance of such deliveries shall constitute a firm contract on the terms stated in Seller’s confirmation and these terms and conditions.  After confirmation by Seller, Buyer’s Purchase Orders may not be subject to cancellation by Buyer except with Seller’s express written consent.   Seller’s confirmation of Buyer’s Purchase Order is not subject to any other terms and conditions unless such terms and conditions are set forth in an agreement signed by both Seller and Buyer that references and specifically amends these terms and conditions.
4. Prices; Payment. Prices are based on labour, freight and material costs prevailing at the time of Seller’s confirmation. Prices do not include and Buyer is responsible for any applicable sales, use, value-added, excise and like taxes and applicable fuel surcharges. All orders are subject to the approval of Seller’s Credit Department. Payment of Seller’s invoice, excluding payment by credit card or p-card, is due within the payment terms approved by Seller’s Credit Department. All credit card or p-card payments are due within ten (10) days from the invoice date. Early payment discounts, if applicable, will be permitted only on payment by cheque, electronic funds transfer (EFT) or bank transfer received on or before early payment discount date. Seller may, at its option, impose finance, service and/or late charges on any past due invoice equal to the lesser of 1.75% compounded monthly (23.144% per annum) or the maximum rate allowed by law and, if Buyer fails to pay according to these terms and conditions, Buyer shall be liable to Seller for reasonable attorney’s fees and related costs of collection. If Seller deems itself insecure with Buyer’s ability to pay any invoice, Seller reserves the right to either withhold shipments, or impose or revise Buyer’s credit limits and/or payment terms. For equipment purchases, payment terms are as approved by Seller’s Credit Department and require deposits, prepayments, etc.
5. Delivery; Title; Force Majeure. Unless otherwise specified in the confirmation, all deliveries of goods other than equipment are FOB Buyer’s facility and title and risk of loss will pass to Buyer upon delivery to Buyer’s facility, if delivered by Seller, or upon receipt by Buyer or its agent, if delivery or pick-up is arranged by Buyer.  All equipment is FOB manufacturer’s factory or warehouse and title shall remain with Seller until the total sales price has been paid in full by Buyer, however, risk of loss will pass to Buyer upon receipt by Buyer or its agent of any equipment.  All delivery dates are approximate and Seller shall not be responsible for any damages of any kind resulting from any delay.  Buyer agrees to accept partial or pro rata deliveries as full performance in the event Seller cannot fulfill an entire order. Seller shall not be liable for any default or delay in performance if caused directly or indirectly, by acts of God or a public enemy, governmental actions, riots, labour unrest, acts of terrorism, inability of manufacturer to obtain raw materials, the bankruptcy of any supplier or any other cause whatsoever beyond Seller’s control.  Orders below Seller’s minimum order requirement may be subject to additional shipping and handling charges.
6. Limited Warranty. All of the goods furnished hereunder are furnished by suppliers to Seller and are sold only with such warranties as may be extended by the original manufacturer of the goods.  Seller will provide all reasonable assistance to Buyer in obtaining the benefits of such warranties. No warranty is effective if (i) the goods are not stored or handled appropriately, (ii) the defect resulted from damages occurring after delivery, (iii) the defect was not reported to Seller in writing within thirty (30) days after delivery, or (iv) the defect is observable at the time of delivery and is not reported upon delivery. THE FOREGOING WARRANTY IS EXCLUSIVE OF AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING ANY WARRANTY OF PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND SUPERSEDES AND EXCLUDES ANY ORAL OR WRITTEN WARRANTIES OR REPRESENTATIONS, MADE OR IMPLIED IN ANY MANUAL, LITERATURE, ADVERTISING BROCHURE OR OTHER MATERIALS.
7. Limitation of Liability. SELLER’S LIABILITY TO BUYER ON ANY CLAIM OF ANY KIND, INCLUDING NEGLIGENCE, WITH RESPECT TO THE GOODS OR SERVICES DELIVERED HEREUNDER, SHALL IN NO CASE EXCEED THE PURCHASE PRICE OF THE GOODS OR SERVICES OR PART THEREOF THAT GIVES RISE TO THE CLAIM.  IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, NON-DELIVERY, SERVICING, USE OR LOSS OF USE OF THE GOODS OR ANY PART THEREOF, OR FOR ANY CHARGES OR EXPENSES OF ANY NATURE INCURRED, EVEN THOUGH SELLER MAY HAVE BEEN NEGLIGENT.
8. Indemnification. To the maximum extent allowed by law, Buyer must defend and indemnify Seller, its employees, officers, directors and agents against all sums, costs, liabilities, losses, obligations, suits, actions, damages, penalties, fines, interest and other expenses (including investigation expenses and attorneys' fees) that Seller, its agents, officers, directors or employees may incur or be obligated to pay as a result of (i) Buyer's negligence or willful misconduct; (ii) use, ownership, modification, maintenance, transfer, transportation or disposal of the goods; (iii) any infringement or alleged infringement of the intellectual property rights of others arising from Buyer's plans, specifications (including Buyer's trademarks and brand names) or production of the goods ordered by Buyer; and (iv) Buyer's violation or alleged violation of any federal, provincial or local laws or regulations, including without limitation, the laws and regulations governing product safety, labeling, packaging and labour practices.  Buyer hereby waives and releases Seller from all rights of contribution or indemnity to which it may otherwise be entitled.
9. Returns. Returns on items purchased within thirty (30) days must be approved by Seller in writing and are subject to restocking fees of 15% or minimum $25 and transportation fees. Any returned goods must be in resalable condition, unopened and with the sale receipt or invoice. Custom orders or specialty goods cannot be returned.
10. Equipment Installation; Technical Advice. Unless otherwise agreed in writing by Seller, Buyer assumes responsibility for the installation and maintenance of all purchased equipment.  Seller may provide installation and on-site technical support and maintenance services available at Seller’s then prevailing rates.
11. Tooling. All of Buyer’s tooling, goods and other property in Seller’s possession shall be fully insured by Buyer, and Buyer releases Seller from all liability for loss or damage to such materials caused by Seller’s negligence or otherwise.  Seller may use or dispose of any such materials without liability to Buyer if such materials have not been used for one year or more.
12. Insurance. Buyer must provide and maintain Commercial General Liability Insurance, including Products and Completed Operations coverage, on an “occurrence” basis in the amount of $2,000,000.  Upon request, Buyer shall furnish to Seller certificates of insurance showing the above referenced coverages and providing for at least thirty (30) days prior written notice of cancellation or modification and naming Seller as an additional insured.
13. Infringement. Buyer agrees it will not copy, nor permit anyone else to copy, any goods or parts thereof, or any pattern, plan, drawing, specification, instruction or depiction thereof, without written approval of Seller, and that it will not knowingly, directly or indirectly, violate or infringe upon or contest the validity of any patent, license or other right of Seller pertaining to any of said goods. Where any goods are manufactured from patterns, plans, drawings or specifications furnished by Buyer, Buyer shall indemnify Seller against and save Seller harmless from all loss, damage and expense arising out of any suit or claim against Seller for infringement of any patent, trademark, copyright or other right because of Seller’s manufacture of such goods or because of the use or sale of such goods by any person. The terms of any Seller software license agreement submitted to Buyer with the goods are incorporated herein by reference.
14. Security Interest. To secure payment for all sums due hereunder or otherwise, Seller shall retain a security interest in all goods and equipment delivered hereunder and these terms and conditions shall be deemed a security agreement under applicable personal property security statutes.  Buyer authorizes Seller as its attorney-in-fact to execute and file on Buyer's behalf all documents Seller deems necessary to perfect such security interest.
15. Confidential Information; Use of Name. Buyer shall not use or disclose any of Seller’s trade secrets or confidential information, whether or not designated as such, except as required in connection with the use or resale of the goods.  Buyer may not use any name, logo or trademark of Seller or its affiliates without the prior written consent of Seller or the applicable affiliate.
16. Miscellaneous. The confirmation and these terms and conditions constitute the entire agreement between Buyer and Seller relating to the ordered goods or services. No modifications shall be binding upon the Seller unless in writing signed by Seller’s duly authorized representative. No modification of the confirmation of these terms and conditions will be effected by the acknowledgment or acceptance of other shipping instruction forms or any other document containing terms and conditions at variance with or in addition to these terms and conditions, all such varying or additional terms being deemed invalid. No waiver by Seller of any one breach or default by Buyer shall be deemed a waiver of any subsequent breach or default. The invalidity, illegality, or unenforceability of any one or more provisions hereof shall in no way affect or impair the validity, legality, or enforceability of the remaining provisions hereof, which shall remain in full force and effect. Buyer shall not assign any order or any interest therein without the prior written consent of Seller. Buyer agrees to assume responsibility for, and Buyer hereby unconditionally guarantees payment of, as provided herein, all purchases made by Buyer, its subsidiaries and affiliates. These terms and conditions shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable in that province, without giving effect to principles of conflicts of law. The parties have requested and agree that these terms and conditions and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais.

1. General Requirements: Use of the Site is limited to entities which are (i) duly organized and validly existing pursuant to the laws in their jurisdiction of incorporation or formation; and (ii) authorized to do business in the jurisdiction in which the Imperial Dade products will be ordered from and the jurisdiction to which they will be shipped.
2. Your Information: Your information consists of any information You provide to Us during the registration and account set-up process ("Your Information"). You represent, warrant and covenant that Your Information is complete and accurate. In the event Your Information changes, You are obligated to update Imperial Dade by providing the information to Imperial Dade Sales and/or Customer Service. Imperial Dade may use Your Information consistent with the way Imperial Dade uses its other customers’ information in general. In addition, Imperial Dade may take any action with respect to Your Information that We deem necessary or appropriate in our sole discretion if We believe it may create liability for either of us.
3. User Access: Upon accepting these terms You will be provided a user ID and password to access the Site (collectively, "Access ID"). Under no circumstances may You transfer, provide, or disclose Your Access ID to any other entity without the express written consent of Imperial Dade. Only Your authorized current employees may use Your Access ID. All use of Your Access ID must be for authorized purposes only in accordance with Section 12. You are responsible for any activity, authorized or unauthorized, on the Site using Your Access ID including but not limited to products purchased, damage caused, intellectual property infringed, and confidential information acquired by unauthorized third parties, excluding activity with Your Access ID initiated by Imperial Dade. To prevent unauthorized access, You are responsible for immediately altering or requesting Imperial Dade disable or revoke any Access ID in the possession an unauthorized user.
4. Authorization to Verify Information: Imperial Dade reserves the right to (i) verify Your Information and (ii) terminate Your access to and use of the Site temporarily or permanently without cause, notice or liability to You if Imperial Dade, believes in good faith that any of Your Information is inaccurate or incomplete or cannot be verified. Imperial Dade may use a third party to verify Your Information and You agree to hold such party harmless from any liability in connection therewith.
5. Product Information: Information about products on our Site is accurate at the time of publication. Most product information is provided to Imperial Dade by its suppliers and vendors. Typographical errors involving pricing, product weight, shipping, etc. may occur from time to time. Any web images and descriptions of Imperial Dade products shall be understood to be representations only of said products. Variations in the users’ computer equipment web browser or other software may affect Your ability to view the Site.
6. Copyright: You acknowledge that the content, layout, and navigation of the Site, including without limitation text, software, music, sound, photographs, video, graphics or other material contained on the Site (collectively, "Content") is either owned by Imperial Dade or licensed from third parties and is protected by Canadian and international copyright, trademark, patent and other applicable laws and treaties. The compilation (meaning the collection, arrangement, and assembly) of all content on the Site is the exclusive property of Imperial Dade and protected by Canadian and international copyright laws. All software used on the Site is the property of Imperial Dade or its software suppliers and protected by Canadian and international copyright laws. The content and software on the Site may only be used as a shopping resource. This Agreement does not transfer any right, title, or interest in the Site or the Content to You, other than the right to view the Site and Content for the purpose of purchasing products from Us, and You may not copy, display, reproduce, perform, distribute, modify, transmit, republish, or delete any aspect of the Site or Content, or create derivative works there from.
7. Trademarks: Imperial Dade’s trademarks may not be used in connection with any product or service that is not Imperial Dade's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Imperial Dade. Other Trademarks on the Site not belonging to Imperial Dade are the property of their respective owners and /or organizations.
8. Use of Site: The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by Imperial Dade. Imperial Dade reserves the right to refuse service, terminate accounts, and/or cancel orders at its discretion, including, without limitation, if Imperial Dade believes that a user conduct violates applicable law or is harmful to the interests of Imperial Dade. Any attempt by any individual, group, organization, or other entity to reproduce, modify, or otherwise affect or damage the Site, its Contents, customers, technology, or transactions will be construed as a malicious and criminal assault upon the assets and resources of Imperial Dade and will be vigorously prosecuted to the fullest extent of the law.
9. Web Links: Imperial Dade may display URLs or icons that allow users to link to other web sites, including, without limitation, sites operated by third parties. Such sites are not endorsed by Imperial Dade and are for Your convenience only. Any content, representations or warranties made on such other web sites are the sole responsibility of the operator of such sites, and Imperial Dade assumes no liability, obligation, or responsibility for such content, representations, or warranties.
10. Right to Modify or Terminate Site: At any time and for any reason without notice or liability, Imperial Dade may suspend or terminate the operation of the Site or modify any aspect of the Site and this Agreement. Such action will not have any effect on orders already placed through the Site.
11. Offers to Buy: Imperial Dade will post electronic product catalogues so users can check Imperial Dade product pricing, purchase Imperial Dade products, and verify the status of an order on the Site. Imperial Dade’s posting of its catalogue or the contents thereof is only an invitation to negotiate with You and shall not be construed as an offer. By clicking on "place order now", You agree that You are submitting a non-revocable legally binding offer, and that Imperial Dade’s acceptance of such offer shall create a legally binding contract between You and Imperial Dade. Notwithstanding the foregoing, Imperial Dade reserves the right to reject any offer You submit for any reason. Taxes as applicable will be determined upon billing based on final unit price and cost of shipping. In addition, Your order may be delayed or canceled if Your Information is incomplete or inaccurate, in which case, Imperial Dade will have no liability to You. Unless otherwise agreed to in writing by both parties, in the following order of priority, transactions hereunder shall be subject to (i) the terms and conditions contained in this Agreement; and (ii) any duly executed and applicable terms and conditions of purchase and sale between You and Imperial Dade. To the extent there is a conflict, the terms and conditions of the duly executed and applicable terms and conditions of purchase and sale between You and Imperial Dade shall govern. Any other terms and conditions, such as but not limited to standard purchase order terms and conditions or any other terms and conditions from You or Your company shall not apply to use of the Site.
12. System Integrity: You may not use any technique, device, software, routine or any other action to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted herein. You may not take any action, which imposes an unreasonable or disproportionately large load on our Site or infrastructure. You may only share Your Access ID and details with Your company’s information technology employees if necessary to correct a computer hardware or software problem at Your company; provided that at all times You treat such information with the same degree of care that Your company uses for its similar information. You hereby represent, warrant and covenant that the sole activity You will undertake while using the Site is to purchase Imperial Dade products for which Your company intends to and has the ability to pay for and for no other purpose. You may not deeplink to the Imperial Dade catalog or bypass security or encryption processes, or download any information on the Site other than this Agreement, except as may automatically occur during the viewing process (e.g. cache) or as required to complete the "Roundtrip", "OCI" or "Punchout" order process.
13. Breach: In the event We believe that You are in breach of any of the terms of this Agreement or any policy or procedure set forth on the Site, or that You (or electronic information, viruses and the like coming from Your computers) are adversely affecting the performance or security of the Site or its Contents, or We are unable to verify or authenticate any of Your Information, We may at our sole discretion, without any notice or liability to You and in addition to any remedy We may have at law or equity, (i) issue a warning; and (ii) temporarily suspend or terminate Your use of the Site and any offer You submitted not yet accepted by Imperial Dade.
14. Limit of Liability: IN NO EVENT SHALL IMPERIAL DADE OR ITS SUBSIDIARIES OR AFFILIATES BE LIABLE FOR DIRECT DAMAGES IN EXCESS OF THE ACTUAL FEES PAID TO IMPERIAL DADE FOR THE PARTICULAR ORDER GIVING RISE TO SUCH LIABILITY OR FOR LOST PROFITS OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND USE OF THE SITE, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF INCURRING SUCH DAMAGES IN ADVANCE. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT USE OF THIS SITE IS PROVIDED TO YOU AS A CONVENIENCE, THAT IMPERIAL DADE PROVIDES OTHER METHODS OF PURCHASING PRODUCTS FROM US, AND THAT THIS LIMITATION OF LIABILITY PROVISION REPRESENTS A FAIR ALLOCATION OF RISK.
15. No Warranties: YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK AND THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. IMPERIAL DADE MAKES NO REPRESENTATIONS, COVENANTS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED WITH REGARD TO THE USE OR AVAILABILITY OF THE SITE. ADDITIONALLY, IMPERIAL DADE HEREBY DISCLAIMS AND YOU HEREBY WAIVE ALL WARRANTIES, INCLUDING WITHOUT LIMITATION:
    1. THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
    2. THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR;
    3. THAT THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR PRICES INCLUDED ON THE SITE WILL BE ACCURATE OR AVAILABLE FOR PURCHASE OR SALE AT THE TIME OF DESIRED PURCHASE;
    4. ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND
    5. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF IMPERIAL DADE.
16. Indemnification: You agree to indemnify and hold Imperial Dade and its successors, representatives, principals, officers, directors, employees, servants, agents, administrators, attorneys, subsidiaries, affiliates, assigns, and licensees harmless from and against any and all claims, liabilities, demand, losses, damages, obligations costs, expenses, including reasonable attorneys' fees and third party claims, arising out of, related to, or that may arise in connection with: (i) Your access to or use of the Site; (ii) user Content provided by You or through use of Your access; (ii) any actual or alleged violation or breach by You of this Agreement or any other policy of Imperial Dade; (iii) any actual or alleged breach of any representation, warranty, policy or covenant that You have made to Us; or (iv) Your acts or omissions or any other person using Your Access ID.
17. General Compliance with Laws: You shall comply with all applicable laws, statutes, ordinances, rules, regulations and treaties regarding Your use of the Site, the Content and the transactions arising there from.
18. Terms and Conditions: All orders for goods provided by Imperial Dade are subject only to our current Terms of Sale, which are expressly incorporated herein by reference.  All different or additional terms and conditions shall be null and void.
19. Privacy Policy: Our current Privacy Statement is incorporated herein and made a part of this Agreement.  Such policy may change without notice to You. You are required to inform yourself of the then current privacy policy prior to providing any information to Us.
20. No Agency: Imperial Dade is completely independent from You. You agree that use of this Site and purchasing goods hereunder does not constitute an engagement in any agency, partnership, joint venture, employee-employer, franchisor-franchisee or other type of relationship and no such relationship(s) is/are intended nor created by this Agreement or use of the Site.
21. Jurisdiction: This Site, terms of access and this Agreement shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any principles of conflict of law. You agree to submit to the courts of this jurisdiction.
22. Entire Agreement; Amendment: Unless otherwise agreed to in writing between both parties, this Agreement constitutes the entire agreement between You and Imperial Dade with respect to the purchase and sale of goods through this Site and supersedes all prior agreements, whether written or oral. No amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by an authorized representative of the party against which such change, waiver, or discharge is sought to be enforced.
23. General: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be replaced by a binding provision that captures the parties original intent; provided however that if such replacement is not permitted by law, such provision will be struck without replacement and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of a section of this Agreement. The failure of Imperial Dade to act with respect to a breach by You or others does not waive its right to act with respect to subsequent or similar breaches. The parties have requested and agree that this Agreement and all documents relating thereto be drawn up in English.  Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais.

• respond to your questions or comments
• better understand your purchasing habits and needs
• fulfill your order made on-line through our Site
• help us understand how we can improve our products, services and Site
• inform you about special promotions
• ask for your opinion or willingness to participate in certain events