1. AGREEMENT TO TERMS AND CONDITIONS
If you do not agree to be bound by and to comply with the foregoing, you may not access or use the Platform and must leave the Platform immediately.
2. LEGAL AGE FOR USING THE PLATFORM
By accessing or using the Platform, making a purchase using the Platform or opening and using a customer account on the Platform, you represent that you are at least of the age of majority in your state or province of residence (“Legal Age”), or that you are of Legal Age and consent to allowing any of your minor dependents to use the Platform (“Parental/Guardian Consent”).
If you are not of Legal Age or do not have Parental/Guardian Consent to use the Platform, you must leave the Platform immediately.
3. OWNERSHIP OF PLATFORM CONTENT, RESERVED RIGHTS AND LIMITED GRANT OF LICENCE
The Platform consists of various content, including without limitation graphics, texts, icons, buttons, videos, audio and other files, images, designs, texts, trademarks, source code, multimedia clips, brand names, software, and the selection and arrangement of the contents of the site, and other materials (collectively, the “Platform Content”), which is either owned or used under licence by us as necessary.
Each component of the Platform, including without limitation all Platform Content, is protected to the fullest extent permitted by applicable law, including without limitation copyright, trademark, patent and all other applicable intellectual property and other proprietary laws.
Your use of the Platform, including without limitation all Platform Content, does not grant or transfer to you any ownership or other title, right or interest in the Platform, the Platform Content or any component of the foregoing.
4. CUSTOMER ACCOUNTS AND ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
You may be required to register for a customer account (an “Account”) in order to access or use certain features or parts of the Platform. If you choose to register, we will require certain information, including personal information, to create and operate your Account. When you open an Account on the Platform, you agree to provide current, complete and accurate information, and to promptly update any information as it changes. You agree to promptly update your Account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
It is your sole and absolute responsibility to keep confidential and secure the username, password and any other confidential, personal or sensitive information associated with your Account. You are solely responsible for any and all activities which occur under your Account and agree that we are authorized to act on any instructions received under your Account without any requirement for us to question such instructions or to make any further verifications. If you discover that your username, password and/or Account are or have been used without your consent or discover any other breach of security, you agree to promptly notify us.
We are not responsible for any consequence of your failure to comply with the above, or for any delay in locking or deactivating any Account after you have reported a breach of security to us.
5. PERSONAL INFORMATION
6. ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on the Platform that contains typographical errors, inaccuracies or omissions that may relate to product or service descriptions, prices, images, promotions, offers, shipping charges, delivery delays and availability or any other Platform Content. The Platform may also contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. While we make efforts to display the products that appear at the Platform as accurately as possible, we cannot guarantee that the monitor or screen you are using will display of any color accurately.
We reserve the right to update or modify the Platform Content at any time, but we have no obligation to do so. Without limiting the generality of the foregoing:
We are not responsible if information made available on this site is not accurate, complete or current. Any Platform Content is provided for information only and should not be relied upon or used as the sole basis for making decisions. Any reliance on purely on the content of the Platform is at your own risk.
The Platform and all products or services delivered to you through the Platform are, except as expressly stated by us, provided “as is” and “as available” for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. We do not guarantee, represent or warrant that the Platform and your use thereof will be uninterrupted, timely, secure or error-free. You expressly agree that your use of, or inability to use, the Platform is at your sole risk.
The information and descriptions of the products or services that may be procured on the Platform are not intended to be complete and accurate statements of all terms, conditions and exclusions related to any products and services. All descriptions of products and related information, including availability status and pricing, are subject to change at any time without notice, at our sole discretion.
We reserve the right at any time to modify or discontinue the Platform (or any part or content thereof) without notice at any time. We may also shut the Platform down or take it offline for indefinite periods of time without notice from time to time.
We shall not be liable for any update or change (including without limitation updates or changes regarding posted prices or availability), suspension, maintenance or discontinuance in connection with the Platform or any product or service mentioned thereon.
8. RIGHT TO LIMIT SALES, DISCONTINUE PRODUCTS AND/OR REFUSE OR CANCEL ORDERS
Products or services may have limited quantities, and any product or service which appears to be available may in fact be backordered or no longer available for an indefinite period of time despite our best efforts. We reserve the right to discontinue any product at any time without notice. Some products or services on the Platform may only be available in certain areas or jurisdictions. Any products or services on the Platform are made available in accordance with local law and only where they may be lawfully offered for sale. We reserve the right to limit the sales of any products or services available through the Platform to any person, geographic region or jurisdiction, including on a case-by-case basis. Certain products or services may be available exclusively through the Platform.
We reserve the right to refuse or cancel, in our sole discretion, any order you place with us.
We may, in our sole discretion, limit or cancel quantities purchased per person, per customer or per order. These restrictions may include orders placed by or under the same Account, the same credit card, and/or orders that use the same billing and/or shipping address.
In the event we make a change to or cancel an order, we will notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.
9. LIMITATIONS OF LIABILITY
In no case shall Vallen Canada Inc., its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, be liable for any injury, loss, claim, or damages of any kind (including as applicable any direct, indirect, incidental, punitive, special, or consequential damages), including, without limitation, lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, civil liability, tort (including negligence), strict liability or otherwise, arising from your use of any of the Platform or any products or services procured using the Platform, including, without limitation, any errors or omissions in any content and any loss or damage of any kind incurred as a result of the use of the Platform or any content, service or product made available or procured using the Platform, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for certain damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
10. PROHIBITED USES
You agree to indemnify, defend and hold Vallen Canada Inc., its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, losses, liabilities, claims or expenses, including reasonable attorneys’ fees, made or incurred by any third party in relation to your use of the Platform.
12. REFERENCES TO THIRD PARTIES
Certain links on the Platform may direct you to websites or applications outside the Platform operated by third parties not affiliated with us. These are provided for the sake of convenience only on an “as is” and “as available” basis without any endorsement, warranties, representations or conditions of any kind. These other sites or applications were independently developed by third parties, and we do not assume any responsibility for the accuracy or appropriateness of the content of such sites or applications.
The mention of another party or its product(s) or service(s) on the Platform must not be construed as an endorsement, adoption or sponsorship of that party or its product(s) or service(s). You must make your own examination and evaluation before acquiring, using or relying upon any such products or services, or doing business with any such third party.
We shall not be liable for any loss or damages related to the purchase or use of products, services, resources, content, or any other transactions made on any third-party websites or applications, however mentioned on the Platform. Please review carefully the terms and conditions of sale or service and related policies and practices of third parties and make sure you understand them before you engage in any transaction with them. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
You may terminate this agreement at any time by deleting your Account if you have one, or when you cease accessing or using the Platform. If you access or use the Platform subsequently, you will be deemed to have accepted our Terms and Conditions again, which shall apply to each instance of access and use.
All obligations and liabilities of the parties incurred prior to the moment of termination shall survive for all purposes.
15. NO WAIVER
17. ENTIRE AGREEMENT
For the sake of clarity, the foregoing shall not affect the validity, application and performance of any credit agreement existing or which may be concluded between the parties.
18. GOVERNING LAW
NOTE: THESE TERMS AND CONDITIONS APPLY WHEN WE SELL GOODS/SERVICES TO YOU.
1. Effect of Terms and Conditions. All products sold and services rendered by Vallen Canada Inc. (“Seller”) to any customer (“Customer”) are subject to and governed by the terms and conditions contained herein, and such terms and conditions shall apply regardless of any additional or conflicting terms or conditions that may be included on any purchase order or other form or document issued by Customer even if signed by Seller’s representative. None of the terms and conditions herein may be modified, waived or superseded except with the express written consent of an authorized officer of Seller. Neither Seller’s acknowledgment of a purchase order nor Seller’s failure to object to conflicting or additional terms and conditions in a purchase order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof. Acceptance by Customer of products sold or services rendered by Seller shall be deemed assent to the terms and conditions contained herein.
2. Quotations and Prices. Quotations given by Seller to Customer are not an offer to sell but only an invitation for an order. No transaction shall be deemed completed until Seller has accepted Customer’s purchase order and Seller reserves the right not to accept a purchase order, or a portion thereof, for any reason. Unless otherwise expressly agreed to by Seller in writing, prices are subject to change without prior notice and products are billed at prices in effect at the date of shipment. Clerical errors are subject to correction and products in stock are subject to availability at time of order acceptance. Moreover, and without limiting the foregoing, Seller expressly reserves the right to change prices if quantities change or if changes in market conditions so warrant.
3. Payment. Subject to credit approval, payment for all amounts due hereunder shall be due net thirty (30) days from date of invoice unless otherwise expressly agreed to by Seller in writing. Notwithstanding the foregoing, Seller may at its sole discretion require that full payment be executed before delivery of any product or provision of services. Payments not received when due will be subject to a late fee of 2%, or the maximum lawful rate, whichever is lower, of the outstanding invoice balance for each 30‑day period or portion thereof past due. All costs of collecting any moneys due from Customer under the terms and provisions hereof, including but not limited to, legal expenses, legal interest, attorneys’ fees and collector’s expenses, shall be paid by Customer to Seller. In addition to other rights and remedies, Seller reserves the right in its sole discretion, either to: (a) withhold deliveries, shipments or performance of services, (b) impose or revise any credit limits on Customer’s purchases, or (c) cancel the purchase order, when Seller deems itself insecure with respect to Customer’s ability to pay for the purchase order.
4. Taxes. Customer shall pay the amount of any taxes, duties and similar charges levied by any government authority in connection herewith. Such charges are not included in the price of the products or services and will be added to payments due to Seller. Customer agrees it will be responsible and shall indemnify Seller for all additional taxes or penalties from a taxing authority, and all legal expenses incurred by Seller due to incorrect taxing information furnished by Customer.
5. Cancellations. Purchase Orders that have been accepted by Seller cannot be cancelled by Customer without prior written authorization of Seller and Customer agrees to indemnify Seller against any loss arising from any cancellation, and to reimburse Seller for all expenditures incurred by Seller with respect to any cancellation.
6. Returns. Returns are only allowed if prior written authorization is obtained from Seller, the product is new, in resalable condition and in the original manufacturer’s package with sales receipt or invoice. Return material authorization numbers must accompany all previously authorized material returns and credit shall be issued based on Customer’s purchase price for the returned product less any restocking charges, freight, or other expenses. Special orders or otherwise for products fabricated and/or altered to accommodate Customer are not returnable.
7. Shortage, Inaccuracy or Discrepancy Claims. All claims for shortage, inaccuracy or discrepancy in shipment must be made in writing to Seller within 48 business hours after receipt of products. In the event Seller does not have immediate inventory of the specific product at issue, alternatives will be offered for consideration.
8. Liens. Customer acknowledges and agrees that any and all products purchased from Seller by Customer for what is considered an improvement pursuant to applicable provincial construction or builder's lien legislation, including products ordered, picked up or shipped on different dates or that may have different purchase order numbers, are provided on the condition that such products are subject to a prevenient arrangement which constitutes a single contract between Seller and Customer.
9. Title and Risk of Loss. All goods shall be shipped FOB SHIPPING POINT unless otherwise expressly agreed to by Seller in writing. Risk of loss pass to Customer at the point of shipment. Customer agrees to indemnify, defend and hold Seller harmless from any and all losses arising out of any or all claims, suits and/or demands related to the products while at Customer’s risk.
10. Delivery, Shipment and/or Performance. Any shipping, delivery and/or performance dates given in advance are estimates only and are not guaranteed, although reasonable commercial efforts will be made to deliver, ship and/or perform in accordance with such estimates. No liability shall attach against Seller on account of any delay in delivery, shipment or performance by Seller. Customer agrees to accept partial or pro rata deliveries, shipments and/or performance and hold Seller harmless from any liability that may result from Seller’s inability to execute in full any purchase order.
11. Transportation Charges. All transportation charges and related expenses shall be the responsibility of Customer unless otherwise expressly agreed to by Seller in writing. If freight is allowed at Seller’s cost, Seller reserves the right to select the carrier of choice and the unloading of material at the point of destination shall be the sole responsibility of Customer. For all shipments, Seller responsibility ceases when the transportation company receives the material in good condition. The shipment must be checked upon Customer receipt for transportation damages, and if damaged, a claim must be made against the transportation company immediately and sufficient evidence provided to Seller.
12. Wire and Cable Tolerances. Unless otherwise agreed to by Seller in writing, wire and cable items may be subject to standard manufacturing tolerances up to +/- 10%. Tolerance quantities will be shipped/invoiced accordingly and acceptance by Customer of wire and cable products sold by Seller shall be deemed assent of such tolerance quantities.
13. Reels. Charges for reels are not included in the price of the goods and are chargeable unless otherwise expressly agreed to by Seller in writing. For returnable reels, Customer is responsible for all costs associated with transporting the reels back to Seller’s warehouse facilities in accordance with Seller’s instructions. If reels are not returned within the specified time limit or returned damaged, Sellers’s standard reel charges will apply. A separate invoice will be issued for the reel charges and Customer account payment terms will apply. No cash discount may be taken against purchase of reels.
14. Status of Seller. Customer acknowledges and agrees that Seller is a distributor and not the manufacturer of any products provided to Customer and that the terms “products”, “goods”, “services” and/or “work”, and synonyms thereof, do not include the design, fabrication or manufacture by Seller of such products. Manufacturers and sub-suppliers of the products provided to Customer by Seller are not acting as subcontractors, agents, representatives, or employees of Seller and shall not be considered as such.
15. Limited Warranty. Seller represents and warrants that Seller shall have, on the date of transfer to the Customer, title thereto and the right to sell the products delivered to Customer. Any warranty issued by the manufacturer or vendor of products shall be solely that of the manufacturer or vendor and not of the Seller. Seller hereby assigns to Customer, as of the date that title passes to Customer for such products, all of the manufacturer’s or vendor’s warranties, express or implied, if any and if assignable, with respect to the products, and Seller hereby authorizes Customer to make or settle any claims under such warranties directly with any such manufacturer or vendor.
16. Disclaimer. EXCEPT FOR THE WARRANTIES OF TITLE ABOVE, SELLER MAKES NO WARRANTY REGARDING ANY OF THE PRODUCTS SOLD OR SERVICES RENDERED BY IT, MAKES NO REPRESENTATIONS, PROVIDES NO INDEMINITIES (INTELLECTUAL PROPERTY OR OTHERWISE) AND, TO THE EXTENT PERMITTED BY LAW, DISCLAIMS ANY AND ALL OTHER CONDITIONS OR WARRANTIES OF ANY NATURE OR KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY CONDITION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR PERFORMANCE. ANY DOCUMENTATION, RECOMMENDATION OR ASSISTANCE PROVIDED BY SELLER CONCERNING THE PRODUCTS, THEIR USE, DESIGN, APPLICATION, OPERATION, OR OTHERWISE, IS FOR CUSTOMER ONLY, SHALL NOT BE CONSTRUED AS REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND IS ACCEPTED BY CUSTOMER AT ITS OWN RISK AND WITHOUT ANY OBLIGATION OR LIABILITY TO SELLER. SELLER SHALL NOT BE LIABLE FOR INFORMATION OR DOCUMENTATION PROVIDED BY CUSTOMER OR ANY OTHER SECONDARY SOURCES AND SHALL NOT BE RESPONSIBLE FOR THE PERFORMANCE OF CUSTOMER OR ANY THIRD PARTY HEREUNDER OR OTHERWISE. IT IS CUSTOMER’S SOLE RESPONSIBILITY TO DETERMINE THE SUITABILITY AND/OR QUANTITY OF THE PRODUCTS OR SERVICES TO BE PROVIDED BY SELLER. CUSTOMER’S EXCLUSIVE REMEDY AGAINST SELLER FOR BREACH OF ANY WARRANTY ARISING HEREUNDER SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF THE SPECIFIC PRODUCT OR REPERFORMANCE OF THE SERVICE AT ISSUE, OR RETURN OF THE PURCHASE PRICE. SELLER ASSUMES NO LIABILITY FOR ANY DISMANTLING, REMOVAL, INSTALLATION, RE-INSTALLATION OR LABOR COSTS, OR ANY CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE FOREGOING.
17. Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE FOR (A) ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES; (B) LOSS OF PROFITS OR BUSINESS REVENUE OR INCOME, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF USE OR LOSS OF TIME; OR (C) ANY CLAIM AGAINST CUSTOMER BY ANY THIRD PARTY; WHETHER IN CONTRACT, NEGLIGENCE, TORT, OR OTHERWISE, RESULTING FROM ITS PERFORMANCE, NON‑PERFORMANCE OR DELAY IN PERFORMANCE OF ITS OBLIGATIONS HEREUNDER WHETHER OR NOT SELLER HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. MOREOVER, CUSTOMER EXPRESSLY AGREES THAT UNDER NO CIRCUMSTANCE SHALL THE TOTAL LIABILITY OF SELLER TO CUSTOMER EXCEED THE VALUE OF THE SPECIFIC PRODUCT OR SERVICE AT ISSUE.
18. Inability to Perform. Seller’s performance of its obligations hereunder may be excused or suspended without liability to Customer in case of catastrophes or occurrences beyond Seller’s control, including but not limited to inability to secure products from vendors or suppliers at reasonable prices or in sufficient amounts through usual sources of supply.
19. Governing Law and Exclusive Jurisdiction. The validity, interpretation, and performance hereof and of any and all purchase orders issued by Customer shall be governed by, construed and interpreted in accordance with the laws of the Canadian province where the products are delivered or shipped from or where the services are rendered. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the terms and conditions contained herein or to any and all purchase orders issued by Customer. Seller and Customer irrevocably submit and attorn to the exclusive jurisdiction of the courts in the Canadian province where the products are delivered or shipped from or where the services are rendered.
20. Compliance. Customer represents and warrants to Seller that it shall comply with all applicable laws, regulations, ordinances and rules including, without limitation, those regarding corruption, bribery, anti-trust and competition, and export controls. Furthermore, Customer agrees to act in compliance with the Sonepar Code of Conduct and Compliance Guidelines (currently available at http://www.sonepar.com/group/governance)
21. Export Controls. Customer warrants and represents that it will at all times comply with all applicable laws and regulations, including trade, economic, or financial restrictions or trade embargoes and any amendments thereto (collectively, the “Laws”) imposed by any applicable governmental authority, including, where applicable, Canada, the United States and the European Union. Seller shall not be liable, and Customer agrees to hold harmless and indemnify Seller, for any breach of such Laws. Customer agrees that it shall not, except as otherwise permitted under applicable Laws, transship, re-export, or otherwise divert goods purchased from Sonepar. If applicable, Customer undertakes to timely provide all information and documentation necessary for export, shipment and import. Seller shall not be liable, and Customer shall hold Seller harmless, for delays or any other losses resulting from Customer’s failure to timely provide accurate information and documentation, export/import reviews, or any related permitting procedures. To the extent permitted by law, Customer shall, promptly upon becoming aware, provide to Seller details of any claim, action, suit, proceedings or investigation against it with respect to the Laws brought by any enforcement authority. In the event that Seller should believe, acting in good faith, that Customer has violated, or is under investigation for violating, any Laws, or if Customer is identified on any applicable sanctions list, Seller shall have the immediate right to terminate its relationship and/or any contract with Customer without liability.
NOTE: THESE TERMS AND CONDITIONS APPLY WHEN WE BUY GOODS/SERVICES FROM YOU.
1. Either of the following constitutes your (“Seller’s”) acceptance of these Terms and Conditions of Purchase (“T&Cs”): (a) Seller’s execution or acknowledgement of a purchase or work order ("Order"); or (b) Seller’s commencement of performance of the Order (e.g., promising or commencing performance); provided, however, we (“Buyer”) may treat the offer made by the Order as having lapsed before acceptance if Seller fails to so accept within a reasonable period of time. Except as provided in Section 3 (only as to an extended warranty period), Orders are subject to and governed exclusively by, and Seller's acceptance thereof is expressly limited to, these T&Cs. Buyer hereby expressly rejects and objects to any prior or subsequently proposed term, condition or alteration. No modification or waiver of these T&Cs shall be binding on Buyer unless expressly accepted in writing by Buyer’s authorized officer. Any reference to Seller’s quote, bid or proposal does not constitute acceptance of any legal terms or condition thereof.
2. Orders may be issued electronically or in writing. The purchase price for goods (“Products”) and services sold to Buyer shall be as listed on the Order or as otherwise agreed in writing by the parties. Buyer may cancel or change Orders without penalty upon at least ten (10) days’ notice. If Seller believes any such change will affect the price or delivery date, Seller shall so notify Buyer in writing (with reasonable supporting documentation) within three (3) days of receiving said written direction or the change shall be deemed accepted without modification to the price or date of delivery. Any such modification to price and/or delivery date must be pre-approved by Buyer in writing. No substitutions shall be made without Buyer’s prior written consent. Products shall be tendered by Seller in a single delivery unless otherwise agreed. Shipments shall be F.O.B. (INCOTERMS 2010) Buyer’s designated destination or otherwise in accordance with shipping terms on the Order. No charge will be allowed for packing, shipping or handling unless stated in the Order. Seller shall pay for damaged Products resulting from improper packing or marking. Itemized packing lists must accompany each shipment. Buyer’s count will be final and conclusive on shipments not accompanied by Seller’s itemized packing list. Time is of the essence. Seller shall promptly notify Buyer of any actual or anticipated delay and shall take all commercially reasonable steps to avoid or end delays without additional cost to Buyer.
3. Seller represents, warrants, and covenants that: (i) it has and will transfer good title to Products upon delivery, free and clear of all liens, claims and encumbrances of any kind; (ii) Products will conform to Seller's standard technical specifications and to all specifications, descriptions, drawings and standards provided by Buyer or otherwise agreed to by Seller, and they will be new, meet the highest industry standards, fit for the purpose(s) normally intended (or specifically intended if such intent is communicated to Seller in the Order or otherwise), and Products and services will be free from defects in design, materials and workmanship; (iii) Products and their use, sale, lease and distribution will not infringe, misappropriate, or violate trademarks, service marks, copyrights, patents, patent rights, trade secrets or other intellectual property rights of a third party; (iv) it will utilize all necessary or desirable protective equipment and devices, whether suggested or required by safety associations, government agencies, municipalities or otherwise; (v) that all services shall be done with the utmost skill, care and diligence, in a good and workmanlike manner, in accordance with the terms hereof and good industry standards of performance and in a timely manner; and (vi) it and the Products and services provided to Buyer will comply with all applicable laws, codes, standards and regulations (including, but not limited to anti-corruption and anti-bribery, child labor, affirmative action and conflict minerals). The foregoing warranties are enforceable by Buyer and its direct and indirect customers receiving such Products (together, “Customers”), and each shall remain valid for the longer of: (1) eighteen (18) months from the date of shipment from Seller; (2) such longer period as is offered by Seller in its then standard warranty; or (3) such longer period as is required by applicable law. If Seller breaches any of the foregoing warranties, Seller shall, at Buyer’s election and at Seller’s sole cost and expense (including, but not limited to, all transport, packaging, removal, testing, re-
-install and other labor costs): (a) repair or replace Products or services to Buyer's complete satisfaction; (b) reimburse Buyer for the purchase price paid for such Products or services; or (c) reimburse Buyer for the cost of substitute products or services obtained by Buyer from third-parties. Warranties shall begin anew on the date of repair or replacement pursuant to this Section 3.
4. Seller shall indemnify, defend and hold harmless Buyer, its parent, subsidiaries, Customers and affiliates, and its/their officers, directors, employees, agents, contractors and representatives, from and against any and all actual or asserted claims, actions, damages, injuries, fines, penalties, settlements, judgments, losses, costs and expenses (including court costs and attorneys' fees) (collectively "Losses") arising out of, in connection with, or resulting directly or indirectly from: (i) Seller's breach of any representation, warranty or covenant hereunder; (ii) the use, sale, lease or distribution of Products (including, without limitation, for Losses that are attributable, in whole or in part, to contamination, pollution or environmental damage (including clean-up costs), data or security breaches, or any inaccurate or misleading representations or omissions from any Product literature, communication, packaging, warning or instruction relating thereto); (iii) recall of Product initiated or required by Seller, a governmental agency or applicable laws, rules, orders or regulations; or (iv) negligence, gross negligence, recklessness, fraud, strict liability, fault, violation of law, or willful misconduct of Seller, its employees, suppliers, manufacturers, contractors, officers, directors, guests, invitees or agents. Seller acknowledges and agrees that its indemnity obligations under this Section 4 shall be enforceable against Seller regardless of whether or not insurance Seller maintains covers such indemnity obligations. The foregoing shall not be construed to negate, abridge, or otherwise reduce any other right or obligation that would otherwise exist as to any party or person described herein. In the event that any indemnity provisions herein are contrary to applicable law, then such indemnity obligations shall be construed to apply to the fullest extent allowed by applicable law.
5. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, OR ITS PARENT OR AFFILIATES, OR ANY OF ITS/THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE HEREUNDER FOR ANY SPECIAL, RELIANCE, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMIT, FROM DAMAGES TO PROPERTY, FOR LOSS OF PROFITS, INCOME, USE OR TIME, WHETHER IN TORT, CONTRACT, OR OTHERWISE RESULTING FROM PERFORMANCE OR NON-PERFORMANCE HEREUNDER, AND WHETHER OR NOT IT/THEY KNEW OF THE POSSIBILITY THEREOF; PROVIDED, HOWEVER, THIS SECTION 5 SHALL NOT LIMIT SELLER'S OBLIGATIONS UNDER SECTIONS 4 OR 10. ADDITIONALLY, THE LIABILITY OF SELLER TOWARDS BUYER FOR ANY CLAIM, HOWEVER ARIGSING, SHALL NOT BE LIMITED IN ANY OTHER WAY OR BY ANY SPECIFIC AMOUNT.
6. Unless otherwise expressly agreed in writing by Buyer, Seller shall not, and shall not authorize any other party to, use, modify, reproduce or replicate any trademark, logo or trade name owned or claimed by Buyer ("Buyer Marks") in any way. Seller shall not contest Buyer's right of exclusive use of any Buyer Mark. Upon expiration or termination of the Order, Seller will remove and not thereafter use any sign, catalogue, brochure or other material (whether print or electronic) containing any Buyer Mark and Seller will, at Buyer’s option, immediately destroy or return to Buyer such material in its possession or under its control containing Buyer Marks. In addition, Seller agrees not to use any Buyer Marks in any promotional material, including without limitation, customer lists, advertisements, or press releases, without Buyer's advance written authorization.
7. The occurrence of any one or more of the following shall constitute an “Event of Default”: (i) delivery of services or Products failing to conform to any provision hereof (“Non-Conforming Products”); (ii) Seller’s breach or failure to perform its obligations hereunder; or (iii) Seller’s breach or misrepresentation of any representation or warranty herein. Upon an Event of Default, Buyer shall be entitled, but not required, to exercise any or all of the following: (i) for late delivery or performance, Buyer may extend the time therefore and/or require expedited shipping/services, and such Products/services shall be provided in the manner and per the timelines specified by Buyer, at Seller's sole cost; (ii) with respect to Non-Conforming Products, Buyer shall have all of the rights and remedies available under Sections 3 and 4 above; (iii) reject or revoke acceptance, as the case may be, of all or any portion of the shipment of Products containing any Non-Conforming Products; and/or (iv) exercise any other rights and remedies specified in the Order or otherwise available under applicable law. Buyer may exercise any one or more of the foregoing rights and remedies by notifying Seller of such intent. Buyer shall not be liable to Seller on account of exercising any such rights or remedies. Seller acknowledges and agrees that the occurrence of an Event of Default constitutes a substantial impairment of value to Buyer of the shipment at issue, the entire Order, and any other then pending Orders, so as to entitle Buyer to exercise any and/or all of the remedies specified herein, in the Order, and at law, and Seller hereby waives its right to cure the default in question, unless otherwise agreed in writing by Buyer. The making of or failure to make any inspection of or payment for the Products shall in no way impair Buyer’s right to reject Non-Conforming Products, nor be deemed acceptance by Buyer of the Products, nor affect in any way Seller’s obligations hereunder, notwithstanding Buyer’s opportunity to inspect the Products, Buyer’s knowledge of the non-conformity or defect, its substantiality or the ease of its discovery, nor Buyer’s earlier failure to reject the Products.
8. All questions pertaining to the validity, construction, execution and performance of the Order and the relationship of the parties hereto shall be construed and governed by the laws of the province in Canada where Buyer has its principal place of business, without giving effect to the principles of (i) comity of nations; or (ii) conflicts or choice of law provisions thereof, and the Order shall not be governed by the U.N. Convention on Contracts for the International Sale of Goods. Exclusive jurisdiction shall be in the appropriate province of Canada where Buyer has its principal place of business.
9. Without limiting Seller’s obligations or liabilities hereunder, Seller shall, on the date an Order is accepted and for a period of three (3) years thereafter, at its sole expense, purchase and maintain the following insurance coverage with carriers that have A.M. Best ratings of not less than A- and with a minimum financial rating of Class VII: (a) Commercial General Liability Insurance that covers all liabilities for bodily injury and property damages arising from the Products, services and/or the performance of an Order, with limits of liability of at least $5,000,000 for each occurrence and in the aggregate. Coverage must include Products/Completed Operations, Personal and Advertising Injury and Blanket Contractual Liability. Such CGL insurance may be maintained through any applicable combination of CGL and Excess/Umbrella Coverage; (b) Automobile Liability Insurance that covers all liabilities for bodily injury and property damages arising from the use of all owned, hired or non-owned vehicles, with limits of liability of at least $2,000,000 for each occurrence and in the aggregate; (c) Workers compensation coverage in accordance with the laws of the province or the state in which Supplier is conducting business in a form satisfactory to Buyer but no less than $1,000,000; (d) Product Liability Insurance that covers the Products with limits of liability of at least $5,000,000 in the aggregate; and (e) Technology Errors & Omissions Liability Insurance, with a minimum limit of $5,000,000 per claim and in the aggregate, covering all Products including failure of information technology security, data privacy breach and software copyright infringement (if coverage is on a claims-made basis, the policy must contain a retro date which precedes the effective date of the Order and continuity must be maintained for 1 (one) year following termination or expiration of the Order).
All insurance coverage required herein for Seller shall extend to and protect Buyer and its subsidiaries, parent company and/or affiliates to the full amount of such coverage, and all deductibles and/or self-insured retentions (if any), including those related to defense cost, are the sole responsibility of Seller and, upon Buyer’s request, Seller shall disclose the same to Buyer. All policies, except the Workers' Compensation insurance, shall be endorsed to name Buyer, its parent and affiliated entities, and its/their directors, officers, employees, representatives, and agents, as an additional insured and such policies shall be endorsed to waive all express or implied rights of subrogation against Buyer, its parent and affiliated entities. The insurance coverage set forth above shall be primary to any liability insurance or other insurance carried by Buyer, its affiliates or parent and Buyer's, its affiliate’s and parent’s other insurance shall be excess and non-contributory for claims and losses arising out of the performance of an Order. Seller shall provide a coverage endorsement for each category of insurance required above, except for Workers' Compensation, which includes a cross liability clause, stating that the Seller and Buyer shall each be considered as a separate entity. The policies shall not be canceled, terminated or materially reduced without thirty (30) days' advance written notice to Buyer. Seller shall provide Buyer with a Certificate of Insurance evidencing the above-required types and amounts of insurance coverage and other requirements prior to selling Products and providing services to Buyer and on an annual basis thereafter. Failure of the Seller to provide Buyer the Certificate of Insurance or failure of Buyer to specifically request such certificate, shall in no way limit or release the Seller of its obligations or liabilities under this Section 9. In the event the Seller or its insurance carrier defaults on any obligation hereunder, Seller agrees that it will be liable for all reasonable expenses and attorneys' fees incurred by Buyer or its affiliates to enforce the provisions hereunder.
10. Buyer may disclose Confidential Information (as defined below) to Seller in connection with its purchase of Products and services from Seller. Seller shall not disclose any Confidential Information or any portion thereof to any person or entity and shall only use such Confidential Information to fulfill its obligations hereunder, it being understood that such Confidential Information provides Buyer with a competitive advantage in its trade because it is not generally known or available to the public. In that regard, Seller acknowledges and agrees that Buyer has taken and is taking reasonable steps to protect the confidentiality of, and its legitimate interests in, the Confidential Information. The term "Confidential Information" means information concerning Buyer’s business, personnel, data, financial and marketing plans, intellectual property rights (including, without limitation, patents, trademarks, copyrights and trade secrets), forecasts, strategies and statements, and Customer related information. To the extent allowed by law, Seller shall notify Buyer in writing in advance of any disclosure of Confidential Information required by law, court or administrative order.
11. All notices permitted, required or provided for herein shall be made in writing, and shall be deemed adequately delivered if delivered by hand, certified mailing with return receipt requested, or by a recognized courier service that regularly maintains records of its pick-ups and deliveries, to the parties at their respective addresses, as set forth on the face of the Order or as otherwise designated by a party hereto. Any waiver of any of the provisions herein or of any inaccuracy in or non-fulfillment of any of the representations, warranties or obligations hereunder or contemplated hereby, shall not be effective unless made in writing and signed by the party against whom the enforcement of such waiver is sought. Any provision of these T&Cs that is deemed invalid or unenforceable in any jurisdiction shall, as to such jurisdiction only, be ineffective only to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable or otherwise affecting the remaining terms and provisions hereof. Neither party may assign or otherwise delegate any of its rights or obligations hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld, delayed or conditioned; provided, however, Buyer shall have the right to assign Orders without Seller’s consent to an affiliate of Buyer. The provisions hereof that by their nature are intended to survive the termination, cancellation, completion or expiration of the Order shall continue as valid and enforceable obligations of the parties notwithstanding any such termination, cancellation, completion or expiration. To the maximum extent permitted by applicable law: (i) Seller's warranties are fully-enforceable by Buyer and its Customers (as intended third-party beneficiaries); and (ii) the indemnities provided hereunder are fully-enforceable by Buyer and/or any or all of the other indemnitees identified above in Section 4.
12. Seller represents and warrants that it will at all times comply with all applicable laws and regulations, including without limitation, those regarding corruption, bribery, anti-trust, trade, economic, and financial restrictions, trade embargoes, and any amendments thereto (for purposes of this Section 14, collectively the “Laws”) imposed by any applicable governmental authority, including where applicable, Canada, the United States and the European Union. Buyer shall not be liable, and Seller agrees to indemnify, defend, and hold harmless Buyer, for any breach of such Laws and for all claims, liabilities, costs (including attorneys’ and experts’ fees and court costs), damages, and penalties associated therewith or arising therefrom. Seller shall take all actions necessary to ensure that its suppliers, subcontractors, materialmen, and other business partners (i) comply with applicable Laws; and (ii) do not cause Buyer to violate applicable Laws. If applicable, Seller undertakes to timely provide all information and documentation necessary for export, shipment, and import. Buyer shall not be liable, and Seller shall indemnify, defend, and hold Buyer harmless, for delays and any other losses, including liquidated damages assessed against Buyer, arising or resulting from Seller’s failure to timely deliver Products and/or provide accurate information and documentation, export/import reviews, or any related permitting procedures. To the extent permitted by law, Seller shall, promptly upon becoming aware, provide to Buyer details of any claim, action, suit, proceedings or investigation against it with respect to Laws brought by any enforcement authority. In the event that Buyer should believe, acting in good faith, that Seller has violated, or is under investigation for violating, any Laws, or if Seller is identified on any applicable sanctions list, Buyer shall have the immediate right to terminate its relationship and/or any contract with Seller without liability. Furthermore, Seller agrees to act in compliance with Buyer’s compliance program and in particular with Buyer’s Supplier Code of Conduct available at https://soneparcanada.com/compliance/.