TERMS AND CONDITIONS

TERMS AND CONDITIONS

Please read below to understand the terms and conditions when purchasing with Tactile Vision Graphics.

1. Definitions

  1. Customer/Buyer: the organization or person who buys Goods or services.
  2. Goods/Products: means the articles or services to be supplied to the Customer by the Seller;
  3. Intellectual Property Rights: all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property held by the seller, wherever in the world enforceable;
  4. Seller: Tactile Vision Graphics Inc. 448 Route 580, Windsor new Brunswick, E7L 4N6;
  5. Terms of Purchase: either the purchase order form found at purchase order, or an agreed correspondence showing the terms of such a purchase, whether the form is used or not;

2. Price and Payments

The price for goods, shipping and handling, and any applicable taxes shall be indicated on the Terms of Purchase. Payment is expected within fourteen (14) days of invoicing, unless prior terms have been agreed. If the Buyer shall fail to pay, when the same is due and payable, any and all monies for the Goods, indicated in the terms of Purchase, or otherwise agreed in writing, such unpaid amounts shall bear interest from the due date thereof to the date of payment at the rate of 36% per annum, calculated monthly. In the case of ongoing large contracts where payment has been agreed in installments, and payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to

  1. require full payment in advance of delivery in relation to any Goods not yet delivered, as outlined in the Terms of Purchase, ;
  2. Halt delivery of any Goods without incurring any liability whatever for non-delivery or any delay in delivery.

3. Delivery

Subject to the express provisions of this Agreement, all communications and invoices provided for or permitted here under shall in writing, personally be delivered to the Buyer or sent by registered and receipted mail, charges prepaid, or by other means of recorded telecommunication, to the applicable address set forth in the Terms of Purchase .

Any communication and invoices so personally delivered shall be deemed to have been validly and effectively given on the date of such delivery. Communications and invoices so sent by registered and receipted mail shall be deemed to have been validly and effectively given on the Business Day next following the day on which they are received, as evidenced by the postal receipt. Communications so sent by other means of recorded telecommunication shall be deemed to have been validly and effectively given on the Business Day next following the day on which they are sent.

Any party may from time to time change its address for service on written notice to the others.

Delivery of the Goods shall take place at the delivery address specified in the Terms of Purchase. The buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

If the Seller is unable to deliver the Goods because of actions or circumstances under the control of the Buyer, then the Seller shall be entitled to place the Goods in storage until such time as delivery may be effected. The Buyer shall be liable for any expense associated with such storage.

Any damages, shortages, over deliveries and duplicated orders should be reported to the Seller within 14 days of receipt
to enable replacement or refund.

No replacement or refund is given, except in cases of damage (within the Seller’s control); shortages, over deliveries and duplicated orders.

4. Title

Title to Products passes from Seller to Customer at the time the Products leave Seller’s warehouse. Seller will take all possible care to ensure that products are delivered undamaged. It is the Customer’s responsibility to purchase insurance for valuable items. Ship dates are estimates only. Seller is not liable for delays in shipment or failure to ship by the estimated ship date unless a ship date has been agreed upon in writing by the Seller and Customer.

5. Description

For the avoidance of doubt, the Customer hereby affirms that it does not in any way rely on any description when entering into the contract.

6. Sample

Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is representative in nature and that the bulk of the order may differ slightly as a result of the manufacturing process.

7. Intellectual Property Rights

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.

8. Force Majeure

The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control; and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.

9. Relationship of Parties

Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

10. Severibility

The invalidity or unenforceability of any provision of these terms and conditions shall not affect the validity or enforceability of any other provision of this Agreement and any such invalid or unenforceable provision shall be deemed to be severable.

11. Entire Agreement

Customer agrees that these terms and conditions and any document incorporated by reference or referred to in this Agreement constitute the entire agreement between Customer and Seller pertaining to the subject-matter of these terms and conditions, and supersedes, terminates and otherwise renders null and void any and all prior agreements, understandings, negotiations, contracts, proposals or requests for proposals, whether written or oral, between Customer and Seller. In the event of a conflict between these terms and conditions of sale and any of the documents incorporated by reference or referred to in this Agreement, these terms and conditions of sale shall govern.

12. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Canada; and the parties hereby submit to the exclusive jurisdiction of the courts of New Brunswick, Canada.

Tactile Vision Graphics Inc.
448 Route 580
Windsor NB E7L 4N6

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