Terms & Conditions
Terms and Conditions of Use
Welcome to the web site operated by TricorBraun Canada, Inc., doing business as TricorBraun ("TricorBraun"). TricorBraun's web site is located at TricorBraun Canada - Shop Wholesale Glass Bottles, Plastic Bottles and Closures ("Site").
These Site Terms and Conditions ("Site Terms") set forth the terms and conditions under which You may use and access this Site. You represent and warrant that You possess the legal right and authority to agree to these Site Terms on Your behalf and that You are at least 18 years old. If You are accessing this Site on behalf of Your employer or some other entity, then these Site Terms shall be binding upon You and Your employer or such other entity, and, in such event, You further represent and warrant that You possess the legal right and ability to agree to these Site Terms on Your behalf and on behalf of Your employer or other entity. If You register to use this Site by completing the Account Registration form on behalf of Your employer or such other entity, then You shall be deemed to be accessing this Site on behalf of Yourself and Your employer or such other entity. As used in these Site Terms, the term "You" refers to you individually and, if applicable, your employer or such other entity on whose behalf you may access this Site.
BY ACCESSING/USING THIS SITE, YOU AGREE TO THESE SITE TERMS. EACH TIME YOU ACCESS THIS SITE, YOU ARE REAFFIRMING YOUR AGREEMENT TO THESE SITE TERMS. IF YOU DO NOT AGREE TO THESE SITE TERMS (WITHOUT MODIFICATION), YOU ARE NOT AUTHORIZED TO ACCESS OR OTHERWISE USE THIS SITE. IF YOU ARE AN EXISTING USER AND DO NOT AGREE TO THESE SITE TERMS AND WISH TO REMOVE YOUR ACCOUNT FROM THIS SITE, PLEASE CLICK ON THE “CANCEL ACCOUNT REGISTRATION” LINK, COMPLETE THE CANCEL REGISTRATION FORM AND YOUR ACCOUNT WILL BE CANCELED.
In the event You purchase goods or services through this Site, TricorBraun Canada’s Terms and Conditions of Sale (along with these Site Terms) apply with respect to such purchase. Such Terms and Conditions of Sale should be reviewed carefully before placing an order.
After placing an order, you will receive an email from TricorBraun Canada acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to buy a good or service. All orders are subject to acceptance by TricorBraun Canada, and TricorBraun Canada will confirm such acceptance to you by sending you an email that confirms that the good or service has been dispatched or otherwise accepted (the “Dispatch Confirmation”). The contract (“Contract”) will only be formed when TricorBraun Canada sends you the Dispatch Confirmation.
The Contract will relate only to those good and/or services whose dispatch/acceptance TricorBraun Canada has confirmed in the Dispatch Confirmation. TricorBraun Canada will not be obliged to supply any other goods or services which may have been part of your order until the dispatch or other acceptance of such goods or services has been confirmed in a separate Dispatch Confirmation.
You should visit this page periodically to review the Site Terms. You acknowledge and agree that the Site Terms currently in effect as of this date may be modified or amended by TricorBraun Canada from time to time. Your continued use of this Site after a modification or amendment shall constitute acceptance and agreement to the modified Site Terms. TricorBraun Canada may terminate this Site at any time. In addition, TricorBraun Canada reserves the right to change the format, organization, and content of this Site, at anytime, without notice.
(b) This Site is controlled and operated by TricorBraun Canada from its offices within Canada. TricorBraun Canada makes no representation that the contents of this Site are appropriate or available for use in other locations outside Canada. Those who access this Site from locations outside the United States do so at their own risk and are responsible for compliance with applicable local laws. Access to this Site is prohibited in territories where the contents of this Site are illegal.
3. REGISTRATION / USER ACCOUNT.
To access certain features of this Site, You will be required to register an account (“Account”) with TricorBraun Canada on the form provided on this Site (“Registration”). Access to online purchasing capabilities is available only to individuals and businesses (and their authorized employees, agents and/or contractors) who register with TricorBraun Canada by submitting an Account Registration form and is limited to those users who are authorized to form legally binding contracts under applicable law on behalf of themselves and the businesses or organizations they represent (if applicable). You agree to provide true, accurate, current and complete information during Registration and to maintain and promptly update the information You provide to keep it true, accurate, current and complete. You agree not t (i) select a username that, to Your knowledge, is already used by another person/entity; (ii) use a username in which another person/entity has rights without such person’s/entity’s authorization; or (iii) use a username or password that TricorBraun Canada in its sole discretion, deems offensive or inappropriate. It is Your responsibility to maintain the confidentiality of Your password and You agree to accept responsibility for all activities that occur under Your Account. You may not transfer, assign or sell Your Account to any third party. TricorBraun Canada will have the right to rely upon any information received from any person/entity using Your username and password and TricorBraun Canada will incur no liability arising out of such reliance.
TricorBraun Canada has no obligation to verify the authenticity of any Registration information. IF YOU PROVIDE ANY INFORMATION THAT IS FALSE, MISLEADING, INACCURATE, NOT CURRENT OR INCOMPLETE DURING REGISTRATION OR OTHERWISE, TRICORBRAUN CANADA HAS THE RIGHT TO SUSPEND OR TERMINATE YOUR ACCOUNT AND REFUSE ANY AND ALL CURRENT OR FUTURE USE OF THIS SITE (OR ANY PORTION THEREOF). ANY ACTIVITIES THAT ARE ILLEGALLY CARRIED ON WITHIN THIS SITE WILL BE REPORTED TO THE APPROPRIATE FEDERAL, STATE OR LOCAL AUTHORITIES.
You may update or change Your Account information by going to the “My Account” link and making the applicable changes. For questions related to updating or changing Your Account information, please send an e-mail to email@example.com or contact us at 1-800-565-6786.
4. LICENSE TO SUBMITTED CONTENT.
You may have the ability to submit questions and other information through this Site’s on-line chat option. This feature is designed to provide users with quick answers to questions regarding general use of this Site and the products available for purchase through this Site. You agree not to submit any personal, confidential, or other proprietary information to TricorBraun Canada through such feature. TricorBraun Canada will have no obligations, and hereby disclaims all such obligations, to keep the information that you provide through the on-line chat confidential or otherwise protect that information from public disclosure or use.
By submitting any opinions, ideas, suggestions, and other feedback to TricorBraun Canada through this Site or otherwise, You are granting TricorBraun Canada a cost free, royalty-free, perpetual, non-exclusive, unrestricted, worldwide license to use the submitted content without restriction, including, without limitation, the right to copy, store, reproduce, modify, adapt, display, translate, transmit, perform, publish, create derivative works from, and to sublicense these rights to third parties. The foregoing license shall include the right to exploit any property rights in such submitted content, including but not limited to rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. Nothing contained in these Site Terms shall limit or otherwise affect these rights.
5. USE RESTRICTIONS.
(a) All content included on this Site, such as text, graphics, button icons, images, and software ("Material"), is the exclusive property of TricorBraun Canada or others, and protected by Canada and international copyright laws. TricorBraun Canada authorizes You to view and download the Material of this Site only for non-commercial use, provided that You retain all copyright and other proprietary notices contained in the original Material on any copies of the Material. You may not modify the Material on this Site in any way or reproduce or publicly display, perform, or distribute or otherwise use the Material for any public or commercial purpose. For purposes of these Site Terms, any use of the Material on any other web site or networked computer environment for any purpose is prohibited.
(b) The trademarks, service marks and logos ("Trademarks") used and displayed on this Site are registered and unregistered Trademarks of TricorBraun Canada and others. Nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Site, without the written permission of the Trademark owner.
6. ADDITIONAL USE LIMITATIONS.
You are prohibited from violating or attempting to violate any security features of this Site, including, without limitation, (i) accessing content or data not intended for You, or logging onto a server or account that You are not authorized to access; (ii) attempting to probe, scan, or test the vulnerability of this Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (iii) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to this Site, overloading, “flooding”, “spamming”, “mail bombing”, or “crashing”; (iv) using this Site to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (v) using any automatic or manual process to monitor or copy any portion of this Site without TricorBraun Canada’s prior written permission; (vi) introducing any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or (vii) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by TricorBraun Canada in providing this Site. Any violation of system or network security may subject You to civil and/or criminal liability.
Any conduct by You that, in TricorBraun Canada’s opinion, restricts or inhibits any other user from using or enjoying this Site will not be permitted. You acknowledge and agree that TricorBraun Canada, in its sole discretion, may at any time for any reason or no reason suspend, terminate, or restrict Your access to or use of this Site, or any portion thereof, with or without notice, unless otherwise prohibited by applicable law.
7. DISCLAIMERS; LIMITATIONS OF LIABILITY; SOLE REMEDY.
(a) THIS SITE IS PROVIDED ON AN "AS IS" BASIS, WITH ALL FAULTS. TRICORBRAUN CANADA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES WILL TRICORBRAUN CANADA, ITS SUPPLIERS OR OTHER THIRD PARTIES REFERENCED ON, OR INVOLVED IN CREATING, PRODUCING, OR DELIVERING THIS SITE BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, COSTS AND EXPENSES OF ANY TYPE INCURRED, LOST PROFITS, LOST DATA OR PROGRAMS, AND BUSINESS INTERRUPTION) ARISING OUT OF YOUR ACCESS TO, USE OF, INABILITY TO USE OR THE RESULTS OF USE OF THIS SITE, ANY WEBSITES LINKED TO THIS SITE, OR ANY MATERIALS AND/OR USER CONTENT CONTAINED ON ANY OR ALL SUCH SITES (INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY OR RESULTING FROM A FAILURE OF PERFORMANCE, ERROR, OMISSION, LINKING TO OTHER WEBSITES, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, OR DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY COMPUTER OR SYSTEM), WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT TRICORBRAUN CANADA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THIS SITE AND THE CONTENT THEREON, OR THESE SITE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THIS SITE. IF ANY PORTION OF THIS LIMITATION IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN TRICORBRAUN CANADA’S TOTAL LIABILITY TO YOU SHALL IN NO EVENT EXCEED ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, IN WHICH CASE THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE FOREGOING LIMITATIONS SHALL APPLY AND SURVIVE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IF YOU RESIDE OUTSIDE CANADA, INFORMATION PUBLISHED AT THIS SITE MAY REFER TO PRODUCTS, PROGRAMS OR SERVICES THAT ARE NOT AVAILABLE IN YOUR COUNTRY.
SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSIONS OF CERTAIN TYPES OF DAMAGES AND/OR OF IMPLIED CONDITIONS OR WARRANTIES. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THESE TERMS AND CONDITIONS WILL NOT APPLY ONLY IF AND TO THE EXTENT THAT THE LAWS OF A COMPETENT JURISDICTION REQUIRES LIABILITIES BEYOND AND DESPITE THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS. USER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THESE TERMS AND CONDITIONS CONSTITUTE AN ESSENTIAL ELEMENT OF THE GOODS AND SERVICES AND THAT IN THE ABSENSE OF SUCH LIMITATIONS, EXCLUSIONS AND DISCLAIMERS, THE SITE WOULD NOT BE AVAILABLE TO USER.
(b) TricorBraun Canada attempts to ensure that the content on this Site is complete and current. However, TricorBraun Canada cannot guarantee that the information contained on this Site will not contain errors, inaccuracies, or omissions. Such errors, inaccuracies, or omissions may relate to price or to product description or availability. TricorBraun Canada reserves the right to correct any error, inaccuracy, or omission, or to change or update the content without prior notice to You. Further, TricorBraun Canada reserves the right to refuse or cancel any orders containing any error, inaccuracy, or omission, whether or not the order has been submitted, confirmed and/or Your credit card has been charged. If Your credit card has been charged for the purchase and Your order is canceled, TricorBraun Canada shall promptly issue a credit to Your credit card.
(c) This Site contains links to third party web sites. These links are provided solely as a convenience to You and not as an endorsement by TricorBraun Canada of the content on such third-party web sites. TricorBraun Canada is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of information on such third-party sites. If You access any of the third-party web sites linked to this Site, You do so entirely at Your own risk.
YOU HEREBY RELEASE AND FOREVER DISCHARGE TRICORBRAUN CANADA AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM ANY AND ALL MANNER OF LIABILITY, CLAIMS, COUNTERCLAIMS, DEMANDS, SETOFFS, DAMAGES, OR CAUSES OF ACTION, WHICH YOU NOW HAVE OR WHICH MAY HEREAFTER ACCRUE, WHETHER HERETOFORE ASSERTED OR UNASSERTED, KNOWN OR UNKNOWN, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS SITE AND/OR YOUR USE OF THIS SITE, SPECIFICALLY INCLUDING BUT NOT LIMITED TO ANY CLAIMS BASED IN WHOLE OR IN PART UPON THE ALLEGED NEGLIGENCE OF TRICORBRAUN CANADA, IN OPERATING THIS SITE OR OTHERWISE.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS TRICORBRAUN CANADA, AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY AND ALL LOSSES, COSTS, LIABILITIES, OBLIGATIONS, DAMAGES, DEFICIENCIES, EXPENSES, ACTIONS, SUITS, PROCEEDINGS, DEMANDS, ASSESSMENTS AND/OR JUDGMENTS, INCLUDING REASONABLE ATTORNEYS' FEES, THAT ARE CAUSED BY, OR RESULT OR ARISE FROM (I) ANY BREACH BY YOU OF ANY OF THESE SITE TERMS; (II) COMMUNICATIONS BETWEEN YOU, OTHER USERS, AND/OR OTHER THIRD PARTIES; AND (III) INTELLECTUAL PROPERTY INFRINGEMENT VIOLATIONS AND VIOLATION OF LAWS BY YOU.
10. USER INFORMATION.
Anyone linking to this Site must comply with all applicable laws. A site that links to this Site:
(a) may link to, but not replicate, content on this Site;
(b) shall not create a browser or border environment around content on this Site;
(c) shall not imply that TricorBraun Canada is endorsing it or its products;
(d) shall not misrepresent its relationship with TricorBraun Canada;
(e) shall not present false information about TricorBraun Canada's products or services;
(f) shall not use TricorBraun Canada's trademarks without permission;
(g) shall not contain content that could be construed as distasteful, offensive or controversial, and should contain only content that is appropriate for all age groups; and
(h) shall comply with any other requirements of TricorBraun Canada for linking to this Site.
Your correspondence or business dealings with advertisers found on or through this Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such advertiser. You hereby release TricorBraun Canada of, and agree that TricorBraun Canada shall not be responsible or liable for any loss, damage or claim (including negligence) of any sort incurred as the result of any such dealings or as the result of the presence of advertisers on this Site.
13. GENERAL PROVISIONS.
If any provision of these Site Terms is declared by a court to be invalid, illegal, or unenforceable, such provision shall be deemed severable from this agreement and the other provisions shall remain in full force and effect. The failure of TricorBraun Canada to exercise or enforce any right or provision of these Site Terms shall not constitute a waiver of such right or provision. These Site Terms constitute the entire agreement between TricorBraun Canada and You with respect to Your use of this Site, and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral with respect to this subject matter; provided, however, that there may be additional written terms and conditions that govern Your use of specific areas of this Site. Such additional terms and conditions, if any, will be specified in this Site. No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Site Terms.
The parties have required that these Terms and Conditions and all agreements, instruments, documents and notices relating to these Terms and Conditions be drawn up in the English language. Les parties aux présentes ont exigé que les présentes termes et conditions et tous autres contrats, instruments contractuels, documents ou avis afférents aux présentes termes et conditions soient rédigés en langue anglaise.
Terms and Conditions of Sale
1. EXCLUSIVE GOVERNING PROVISIONS. The sale of all goods and services by TricorBraun Inc. (the “Company”) to the purchaser through the TricorBraun Canada web site shall be subject to and governed exclusively by these terms and conditions of sale (the “Conditions”) as well as any applicable Terms and Conditions for the TricorBraun Canada site. The Company’s acceptance of any order or other offer by the purchaser (whether in writing, by telephone or otherwise) for any goods or services shall be conditioned upon the purchaser’s assent to these Conditions. Such assent shall be deemed given upon purchaser’s submittal of an order through the TricorBraun Canada site, through telephone, or otherwise.
2. PAYMENT TERMS. The purchaser shall make payment via credit card at the time purchaser’s order is submitted through the TricorBraun Canada site or otherwise accepted by Company.
3. TAXES. The Company’s prices do not include sales, use, manufacturer’s, retailer’s, occupation, excise, VAT or any similar or other tax, fee, duty, tariff or other charge imposed by any governmental authority on any transaction between the Company and the purchaser. In all events, any such tax, fee, duty, tariff or other charge, even if initially advanced by the Company or by any export-import broker, shall be the sole obligation of, and shall be paid by, the purchaser.
4. DELIVERY DELAYS; FORCE MAJEURE. THE COMPANY WILL NOT PAY OR BE LIABLE FOR ANY PENALTY OR DAMAGE, WHETHER LIQUIDATED OR OTHERWISE, FOR LATE DELIVERY. SHIPPING DATES ARE APPROXIMATE AND ARE NOT GUARANTEED.
ALL ORDERS ARE SUBJECT TO, AND THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR, ANY DELAY OR OTHER FAILURE TO PERFORM BY THE COMPANY DIRECTLY OR INDIRECTLY RESULTING FROM ANY FOREIGN OR DOMESTIC EMBARGOES, SEIZURES, ACTS OF GOD, INSURRECTIONS, WARS, CONTINUANCES OF WAR, DELAYS IN OR THE LACK OF AVAILABILITY OF GOODS, MATERIALS, INGREDIENTS OR COMPONENTS FROM THE COMPANY’S SUPPLIERS, DELAYS IN TRANSPORTATION, STRIKES, FIRES, FLOODS, EXPLOSIONS OR OTHER ACCIDENTS, THE ADOPTION OR ENACTMENT OF ANY LAW, ORDINANCE, REGULATION, RULING OR ORDER DIRECTLY OR INDIRECTLY INTERFERING WITH OR RENDERING MORE BURDENSOME THE PROCUREMENT, PRODUCTION, MANUFACTURE OR DELIVERY OF GOODS AND SERVICES HEREUNDER, OR ANY ACT OR EVENT BEYOND THE COMPANY’S CONTROL EITHER OF THE FOREGOING NATURE OR OF ANY OTHER KIND, NATURE OR DESCRIPTION.
5. ERRORS; CANCELLATIONS. All stenographic or clerical errors are subject to correction by the Company. Company attempts to ensure that the content on the TricorBraun Canada site is complete and current. However, Company cannot guarantee that the information contained on the TricorBraun Canada site will not contain errors, inaccuracies, or omissions. Such errors, inaccuracies, or omissions may relate to price, product description, availability, or otherwise. Company reserves the right to correct any error, inaccuracy, or omission, or to change or update the content without prior notice to purchaser.
Further, Company reserves the right to refuse or cancel any orders (including without limitation any orders containing any error, inaccuracy, or omission) at any time and for any reason whatsoever whether or not the order has been submitted, confirmed, and/or purchaser’ s credit card has been charged. If purchaser’s credit card has been charged for the purchase and purchaser’s order is canceled by Company, Company shall promptly issue a credit to purchaser’s credit card. Except for issuing such credit (if applicable), Company shall have no liability or obligation to purchaser with respect to any cancelled order.
6. ASSIGNMENT. No order or rights of the purchaser thereunder or elsewhere, or any obligation of the purchaser to the Company, may be assigned by the purchaser without obtaining the Company’s prior written consent in each instance, which consent may be withheld in the Company’s sole discretion. The Company may assign its rights and obligations hereunder in whole or in part on one or more occasions without obtaining the consent of or giving notice to the purchaser.
7. DELIVERY; RISK OF LOSS; SHIPPING INFORMATION. It is agreed that the term “F.O.B.” is a price term only. All risk of loss or damage in transit shall pass to the purchaser upon the goods being placed into the possession of a carrier for shipment to purchaser. Purchaser will be deemed to have accepted the goods upon receipt of the shipment.
Order Shipment Time
Company shall use reasonable efforts to ship all items that are in stock at the time of order entry within one (1) business day from the time that purchaser’s order is entered and purchaser receives its order confirmation number. Purchaser will receive, via email, a notification that its order has been shipped. Such notification will include a tracking number and the name of the freight carrier. Delivery of purchaser’s shipment (if within Canada) will generally occur within three (3) to ten (10) days. International shipments may take longer. Items that are temporarily out of stock will be shipped once the applicable goods are received into Company’s warehouse, generally two (2) to four (4) weeks.
Dependent upon the size of purchaser’s order, Company will generally ship via UPS or FedEx Ground or Common Carrier. The most common method of shipping is FedEx Ground but often for larger items and larger orders Company may find it necessary to ship purchaser’s order via a Common Carrier of Company’s choice.
Company may offer expedited delivery on certain orders if such option is available. If purchaser requests expedited delivery while entering an order through the TricorBraun Canada site, purchaser’s order will not be completed through the TricorBraun Canada site. Rather, upon Company’s receipt of such request for expedited delivery, a customer service representative will contact purchaser (generally within one (1) business day) to advise purchaser of the applicable shipping charges and other potential shipping requirements. If the parties agree to such applicable charges and shipping requirements, then the order will be completed and processed during such telephone call. The parties agree that these Conditions shall apply whether the sale of the goods occurs through the TricorBraun Canada site or through the aforementioned telephone processing.
If purchaser requests delivery to a location outside of Canada while entering an order through the TricorBraun Canada site, purchaser’s order will not be completed through the TricorBraun Canada site. Rather, upon Company’s receipt of such request for international delivery, a customer service representative will contact purchaser (generally within one (1) business day) to advise purchaser of the applicable shipping charges and other potential shipping requirements. If the parties agree to such applicable charges and shipping requirements, then the order will be completed and processed during such telephone call. The parties agree that these Conditions shall apply whether the sale of the goods occurs through the TricorBraun Canada site or through the aforementioned telephone processing.
Shipments to a Residence
If purchaser requests delivery to a residence while entering an order through the TricorBraun Canada site and Company determines that the shipment is too large to ship via FedEx or UPS, a customer service representative will contact purchaser (generally within one (1) business day) to advise purchaser that its shipment will require delivery on a common carrier and that additional shipping requirements may apply. If the parties agree to such shipping requirements, then the order will be shipped to purchaser. If the parties do not agree upon such shipping requirements, the order will be cancelled.
Upon shipment of purchaser’s order, purchaser will be sent via email the tracking number and freight carrier of its shipment. Purchaser will also receive the phone number or tracking method dependent on how its order was shipped with the carrier. Such information should assist purchaser in tracking the status of its shipment.
8. DISCLAIMER OF WARRANTIES. ANY DESCRIPTION OF THE GOODS OR SERVICES CONTAINED ON ANY TRICORBRAUN CANADA SITE DESCRIPTION, QUOTATION, PURCHASE ORDER, ORDER ACKNOWLEDGEMENT, BILL OF LADING OR SALES INVOICE IS FOR THE SOLE PURPOSE OF IDENTIFYING THEM, AND DOES NOT CONSTITUTE A WARRANTY THAT THE GOODS OR SERVICES SHALL CONFORM TO THAT DESCRIPTION. THE USE OF ANY SAMPLE OR MODEL IN CONNECTION WITH A SALE OF GOODS OR SERVICES IS FOR ILLUSTRATIVE PURPOSES ONLY AND DOES NOT CONSTITUTE A WARRANTY THAT THE GOODS OR SERVICES WILL CONFORM TO THE SAMPLE OR MODEL. THE COMPANY AND ITS SUPPLIERS MAKE NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO ANY GOODS OR SERVICES SOLD BY THE COMPANY TO THE PURCHASER AND COMPANY HEREBY DISCLAIMS ALL SUCH WARRANTIES.
9. TESTING. The purchaser assumes all responsibility for testing the compatibility and capacity of their products with goods sold by the Company.
10. CONFIDENTIALITY. In connection with the offer for sale and the sale of goods and services to the purchaser, the Company may disclose to the purchaser confidential business information of the Company, including, but not limited to, prices of goods or services and the names of the Company’s suppliers of goods or services. The purchaser agrees to maintain the confidentiality of this information and not to disclose any of the information to third parties and not to use this information for any purpose unrelated to the sale of goods and services pursuant to these Conditions.
11. ARBITRATION; JURISDICTION AND VENUE. ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING FROM THE SALE OF GOODS OR SERVICES BY THE COMPANY TO THE PURCHASER SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES. ALL SUCH ARBITRATION PROCEEDINGS SHALL TAKE PLACE IN ST. LOUIS COUNTY, MISSOURI. IN THE EVENT THERE IS ANY LITIGATION RELATING TO THIS PARAGRAPH REQUIRING ARBITRATION OR ANY OTHER MATTER THAT IS FOUND NOT TO BE SUBJECT TO ARBITRATION, THEN THE PARTIES IRREVOCABLY AGREE THAT JURISDICTION AND VENUE IN ANY SUCH LAWSUIT SHALL PROPERLY (BUT NOT EXCLUSIVELY) LIE IN THE CIRCUIT COURT FOR ST. LOUIS COUNTY, MISSOURI, OR THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MISSOURI, AND THE PARTIES IRREVOCABLY AGREE THAT VENUE WOULD BE PROPER IN SUCH COURT AND HEREBY WAIVE ANY OBJECTION THAT SUCH COURT IS AN IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF SUCH ACTION.
12. ATTORNEYS’ FEES. IN CONNECTION WITH ANY ARBITRATION OR LITIGATION ARISING FROM THE SALE OF GOODS OR SERVICES BY THE COMPANY TO THE PURCHASER, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEYS’ FEES AND EXPENSES FROM THE NON-PREVAILING PARTY AS PART OF THE SAME ARBITRATION OR LITIGATION; PROVIDED, HOWEVER, IF A PARTY PREVAILS ON SOME, BUT NOT ALL, OF ITS CLAIMS, SUCH PARTY SHALL BE ENTITLED TO RECOVER AN EQUITABLE AMOUNT OF SUCH FEES, COSTS AND EXPENSES, AS DETERMINED BY THE APPLICABLE ARBITRATOR OR COURT COMMENSURATE WITH ITS DEGREE OF SUCCESS AGAINST THE NON-PREVAILING PARTY.
13. RETURNS AND DAMAGED SHIPMENTS.
If purchaser discovers a material defect in the goods with respect to materials or workmanship, purchaser may request an exchange, refund or return. If Company confirms the existence of a material defect in the goods with respect to materials or workmanship and purchaser requests an exchange, refund or return within 7 days of purchase, Company will allow the requested exchange, refund, or return. All exchanges, refunds and/or returns shall be limited to the amount paid by purchaser to Company for the defective goods. Purchaser’s sole remedy and Company’s sole liability for defective goods shall be exchange, refund or return of such goods.
All requests for exchange, refund or return not involving defective goods shall be handled by Company on a case-by-case basis and may be accepted or rejected by Company in its sole discretion. Company reserves the right to charge a restocking fee of 30% of the total product price on all returns authorized by Company not involving defective goods. If applicable, such amount will be deducted by Company from the credit issued to purchaser. Purchaser will be informed of whether this fee will apply when a return authorization number is provided.
All requests for exchange, refund or return (whether involving defective goods or otherwise) must be received by Company within 7 days of purchase. No credit will be issued for any customization performed to the goods after shipment by Company to purchaser. Company will only accept returned product and issue credit if a return authorization number is noted on the return.
Unless otherwise indicated by Company, all goods shall be returned F.O.B. point of delivery and all risk of loss or damage in transit shall not pass to Company until Company receives delivery. All freight charges for returns are purchaser’s responsibility and credit will not be issued for original freight charges and custom fees or any fees or expenses required for shipping the goods back to Company.
Company will make commercially reasonable attempts to assure that when a package is shipped to purchaser, it is wrapped to avoid damage during transit; however, there are circumstances that could cause damage to the shipment. If purchaser’s goods arrive damaged, purchaser agrees not to refuse the shipment. Instead, purchaser shall notify Company immediately so that Company may correct the issue by providing replacement goods. If the shipment is refused by purchaser, Company will not assume responsibility for any credits, refunds, exchanges, or returns that may be due to purchaser or otherwise required hereunder.
Contact Information for Returns or Damaged Shipments:
For all exchanges, refunds, returns or damages, purchaser must notify Company using one of the following methods.
14. INDEMNIFICATION AGAINST PATENT INFRINGEMENT. If any goods sold by the Company are not part of the Company’s standard line offered by it in the usual course of the Company’s business, but are produced in accordance with the purchaser’s specifications, requirements, designs or other request, the purchaser shall indemnify and hold the Company and its successors and assigns harmless from and against all losses, damages and expenses, including, without limitation, attorneys’ fees and costs including the fees and expenses of any expert, arising out of any claim or demand in the nature of patent infringement, trade dress infringement, unfair competition or the like asserted against the Company and/or its successors and assigns, and shall defend any such claim or demand at its sole expense, provided that the purchaser shall not consent to the entry of any judgment or enter into any settlement or compromise with respect to any such claim or demand without the Company’s prior written consent. This indemnification applies to the initial adjudication, in whatever forum, and all subsequent appeals or other proceedings with respect thereto.
15. APPLICABLE LAW. The terms of these Conditions shall be interpreted and the rights and obligations of the parties hereto shall be governed and determined by the Uniform Commercial Code and the other internal laws of the State of Missouri. Whenever the term “Uniform Commercial Code” is used herein, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Missouri as effective and in force on the date of a sale of goods or services by the Company to the purchaser to which these Conditions apply. Whenever a term defined by the Uniform Commercial Code is used in these Conditions, the definition contained in the Uniform Commercial Code shall determine its meaning as used herein. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
16. PURCHASER’S REPRESENTATION OF SOLVENCY. The purchaser represents, by placing any purchase order for goods or services or by accepting tender of goods, that the purchaser is not insolvent as that term is defined in Section 1-201 of the Uniform Commercial Code. In the event that the purchaser becomes insolvent before tender or delivery of the goods, the purchaser shall so notify the Company in writing. Any failure to notify the Company in writing shall be construed as a reaffirmation of the purchaser’s solvency at the time of delivery.
17. INTERPRETATION; PAROL EVIDENCE; TRADE USAGE. Except as otherwise agreed in writing by the parties, these Conditions are intended by the parties as a final expression of their agreement and are intended as a complete and exclusive statement of the terms and conditions of sale with respect to any sale of goods or services by the Company to the purchaser. No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in these Conditions. Acceptance or acquiescence in a course of performance rendered under these Conditions shall not be relevant to determine the meaning of these Conditions even though the accepting or acquiescing party has knowledge of the nature of the performance and an opportunity for objection. If any provision of these Conditions shall be unenforceable, then such provision shall be null and void but the remainder of the Conditions shall remain in full force and effect. The paragraph headings herein are for convenience only and shall not be deemed to limit or otherwise modify the terms hereof. This document shall be construed and interpreted without regard to any presumption against the party who drafted the document.
No agent, employee or representative of the Company has any authority to bind the Company to any affirmation, representation or warranty concerning the goods or services sold by the Company, and unless an affirmation, representation or warranty made by an agent, employee or representative is specifically included in these Conditions it shall not be enforceable by the purchaser.
18. LIMITATIONS OF LIABILITY. THE COMPANY’S LIABILITY FOR ANY CLAIM OF ANY KIND, INCLUDING ANY SUCH CLAIM RELATING TO THE COMPANY’S OR ITS SUPPLIERS’ NEGLIGENCE, OR FOR ANY LOSS OR DAMAGE RESULTING FROM ANY CONTRACT FOR SALE OF GOODS OR SERVICES OR FOR THE PERFORMANCE OR BREACH THEREOF OR RELATING TO THE DESIGN, MANUFACTURE, SALE, DELIVERY, RESALE, INSTALLATION, TECHNICAL DIRECTION OF INSTALLATION, INSPECTION, REPAIR, OPERATION OR USE OF ANY GOODS, SHALL IN NO EVENT EXCEED THE PRICE ALLOCABLE TO THE GOODS OR SERVICES OR UNIT THEREOF WHICH GIVES RISE TO ANY SUCH CLAIM, LOSS OR DAMAGE. IN NO EVENT SHALL ANY PENALTY OR LIQUIDATED DAMAGES CLAUSE OF ANY DESCRIPTION BE EFFECTIVE AND BINDING UPON THE COMPANY UNLESS SPECIFICALLY APPROVED IN WRITING BY AN EXECUTIVE OFFICER OF THE COMPANY. IN NO EVENT SHALL THE COMPANY OR ITS SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (AS THOSE TERMS ARE DEFINED IN SECTION 2-715 OF THE UNIFORM COMMERCIAL CODE OR OTHERWISE) OR INDIRECT OR PUNITIVE DAMAGES OF ANY KIND.