1. 2 Terms are Binding.
The Site is provided as a service to our customers. Your use of and access to the Site is governed by these Terms. By using the Site, you agree to be bound by them. We reserve the right to update or modify these Terms at any time without notice. For that reason, we encourage you to review these Terms whenever you use or access the Site.
2. Terms and Conditions of Sale
2.1 Standard Terms.
These Terms and Condition of Sale (as updated or modified from time to time, the “Standard Terms”) govern the sale of goods and services (“Products”) by Avro Mask, (“we”, “us” or “Avro Mask”) to you or the entity you represent (“you” or the “Buyer”) unless we and you agree otherwise.
We reserve the right to update or modify these Standard Terms at any time without notice, but the Standard Terms in effect on the date of acceptance of an order for Products will continue to govern that order and the Products purchased under that order.
2.2 Order Acceptance.
(a) Your receipt of an email or other form of order confirmation does not constitute our acceptance of your order.
(b) All orders are subject to review and acceptance by us. We reserve the right to refuse an order or to accept an order in part only.
2.3 Order Cancellation.
(a) You may not cancel (or receive any refund for) any order that requires customization of any kind and you may not cancel (or receive a refund for) any other order once we have fully or partially processed that order. Facemasks, as health products, once shipped, are not returnable.
(b) We may charge, and you will be responsible for, reasonable cancellation or restocking charges if you cancel an order (which you are permitted to cancel).
(a) Orders will be billed at the prices (in Canadian dollars) in effect at the time of shipment.
(b) Prices will be as specified on the Site (in the absence of error) or as quoted by us. Quotes are valid for a maximum of 30 days.
(c) Prices are subject to change without notice.
(d) Prices do not include (i) taxes, including sales, excise, value added, goods and services, and similar taxes or charges imposed by any government authority (“Taxes”) or (ii) other charges, including insurance, shipping charges, forwarding agent’s and broker’s fees, bank fees, document fees and import duties and related charges or fees (“Other Charges”).
2.5 Terms of Payment.
(a) All payments must be in Canadian dollars or converted to Canadian dollars at an exchange rate determined by us at the time of purchase. Payment must be in cash (immediate payment) unless otherwise agreed.
(b) For US orders, we accept MasterCard, VISA and American Express credit cards, purchase cards and major bank debit cards, subject to approval by our payment provider, and wire transfer to our bank. Amounts paid by wire transfer must include payment of the wire transfer fee.
(c) For international orders, we accept MasterCard or VISA credit cards and wire transfer to our bank. Amounts paid by wire transfer must include payment of the wire transfer fee.
(d) Alternatively, for some Buyers we may negotiate separate payment terms – please contact us.
2.6 Taxes and Other Charges.
(a) You are responsible for paying any Taxes and Other Charges related to the Products (including Taxes on Other Charges).
(b) Where required by law, we will collect and remit to the appropriate governmental authority any Taxes collected by us.
2.7 Shipping Costs.
Shipping costs will be shown on the Site or will be included in our quote, together with any Other Charges of which we are aware.
2.8 Delivery and Title.
(a) Unless otherwise agreed in writing (including in a quote), deliveries of Products in the US will be tendered to the carrier with freight prepaid and billed to you. We will prepay and bill you for all shipping, handling and insurance charges. Title and risk of loss or damage to the Products will transfer to the Buyer on transfer of the Products to the carrier.
(b) You acknowledge that the delivery dates you provide are estimates only and that we will not be responsible for failure to deliver on those dates. Deliveries will be subject to standard terms of the applicable carrier.
(c) We reserve the right to make deliveries in instalments when a Product is temporarily out of stock or unavailable, but this will not entitle you to cancel any other instalments or relieve you from accepting and paying for them.
(a) We warrant the Products will be free from defects in materials and workmanship.
Facemasks are non-returnable due to health and safety concerns.
2.11 Order Discrepancies and Acceptance.
You must report claims for non-receipt of shipment, shortages, non-compliance with specifications, damage, incorrect materials or invoicing errors in writing to us within 10 business days after receipt of shipment otherwise you will be deemed to have accepted the Products and waived any claims against us.
2.12 Limitation of Liabilities; Indemnity.
(a) OUR AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE STANDARD TERMS OR OTHERWISE WILL NOT EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE PRODUCTS THAT ARE THE SUBJECT OF THE CLAIM.
(b) WE WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DELAY, FAILURE TO GIVE NOTICE OF DELAY, LOSS OF USE, SECURITY OR DATA BREACH, LOSS OF DATA, RECALL COSTS, SERVICE INTERRUPTIONS, DOWNTIME, TESTING, INSTALLATION, REPLACEMENT OR REMOVAL COSTS.
(c) You will defend us and our affiliates and our and their directors, officers, employees and representatives from and against any claims or proceedings (i) alleging infringement of intellectual property rights arising out of or in connection with our compliance with your drawings, specifications, requirements or instructions or (ii) arising out of or in connection with any Products incorporated (in whole in part) into your products (each, a “Claim”) and will indemnify and hold harmless all of us from and against any liabilities, damages, judgments and costs (including reasonable legal fees) arising out of or in connection with any Claim.
2.13 Export and Other Regulatory Compliance.
(a) You may not sell or supply the products.
(b) You acknowledge and agree that Avro Mask will not be liable or responsible for any delays or refusals by governmental or other authorities to grant export or import licenses or approvals, for their suspension or revocation or for changes in export or import classifications. You must deliver any information we request to determine whether any such licenses or approvals are required, including end-user information.
2.14 Intellectual Property.
Nothing in these Standard Terms or our relationship with you has the effect of granting or transferring to, or vesting in, the Buyer any intellectual property rights in or to any Products. We retain all such rights, including in any modifications or improvements to the Products that may result from any input from you or work done on your behalf.
2.15 Product Changes.
We reserve the right to change specifications or to discontinue Products at any time without notice.
2.16 Governing Law; Venue.
(a) These Standard Terms are governed by and will be construed in accordance with the laws of the State of Arizona (without giving effect to any conflict of laws principles).
(b) The venue for any disputes arising out of these Standard Terms will be the applicable state or federal courts in or around Tempe, Arizona. Each of Avro Mask and the Buyer irrevocably submits to the exclusive jurisdiction of those courts in any such dispute.
If a court determines any provision of these Standard Terms is invalid or unenforceable, that provision will be deemed to be severed and the remaining provisions will remain in effect.
2.18 Force Majeure.
We will not be liable to you or subject to any other contractual remedy if we are prevented or impeded from performing our obligations under these Standard Terms as a result of any event or circumstance beyond our reasonable control, including (i) war (whether declared or not) and act of foreign enemy, (ii) act of terrorism, civil disturbance, riot or sabotage, (iii) currency or trade restriction, embargo or sanction, (iv) act of authority (whether lawful or unlawful), compliance with any law or governmental order or expropriation, (v) plague, epidemic, pandemic, natural disaster, extreme natural event or other act of God, (vi) explosion, fire, destruction of equipment or prolonged break-down of transport, telecommunications, information systems or energy, (vii) general labor disturbances, such as boycott, strike, lock-out, go-slow or occupation of facilities or premises or (viii) default of a common carrier.
2.19 Entire Agreement; Construction; Survival.
These Standard Terms set out the entire agreement and understanding of Avro Mask and the Buyer relating to the sale and purchase of Products and the other matters covered in these Standard Terms and supersedes all prior and contemporaneous communications, representations, discussions, and agreements between Avro Mask and the Buyer with respect to these matters. Any rule of construction to the effect that any ambiguity is to be resolved against the person drafting a contract does not apply to these Standard Terms. If these Standard Terms terminate or expire for any reason, the Buyer’s obligation to pay any amounts then due or owing, as well as sections 2.9, 2.12 to 2.15 and 2.18 to 2.22, will continue in effect.
3. Content and Restrictions.
We own and control the Site. We own, control or license the software, source code, text, images, trademarks, copyright, trade dress, other intellectual property and all other content and materials that are part of the Site (collectively, the “Content”). The Content is intended solely for your personal and non-commercial use. Your use of the Site does not grant or transfer to you any right to or interest in the Content.
You may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in the sale of, or exploit in any way, any of the Content or the Site.
4. Accuracy of Information.
We do our best to ensure that information on the Site is complete, accurate and current. However, that may not always be the case. We reserve the right at any time and without notice to change specifications, products, descriptions and prices and to discontinue any products or services.
You will defend us and our affiliates and our and their directors, officers, employees and representatives from and against any claims or proceedings arising out of or in connection with your use of the Site or breach of these Terms (a “Claim”) and will indemnify and hold harmless all of us from and against any liabilities, damages, judgments and costs (including reasonable legal fees) arising out of or in connection with any Claim.
7. Governing Law; Venue.
(a) These Terms are governed by and will be construed in accordance with the laws of the Province of Ontario (without giving effect to any conflict of laws principles).
(b) The venue for any disputes arising out of these Terms will be the applicable state or federal courts in or around Oakville, Ontario and you irrevocably submit to the exclusive jurisdiction of those courts in any such dispute.