PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU.
This Agreement contains the terms and conditions that apply to customers for purchases from the Square 36 website by Xystems Enterprises Ltd. (hereinafter referred to as “Square36.com”) and the Xystems Enterprises Ltd. entity named on the invoice that will be provided to you (“Customer”) on orders for products sold. Customer agrees to be bound by and accepts this Agreement as applicable to Customer’s purchase of product(s) from Xystems Enterprises Ltd., and/or the Square36.com Internet Website hereinafter named the “Site.” As a condition of sale, Customer agrees to be bound by and accepts these terms and conditions. These terms and conditions apply (i) unless Customer has signed a separate formal purchase Agreement with Xystems Enterprises Ltd., in which case the separate Agreement shall govern; or (ii) unless other Xystems Enterprises Ltd. standard terms apply to the transaction as noted herein or elsewhere. These terms and conditions are subject to change without prior written notice at any time, in Xystems Enterprises Ltd.’s sole discretion.
YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF SALE IS INCLUDED IN YOUR ACCEPTANCE OF THE TERMS AND USE OF THIS WEBSITE.
1. ORDER ACCEPTANCE POLICY
Customer’s receipt of an electronic or other form of order confirmation does not signify Xystems Enterprises Ltd.’s acceptance of Customer’s order, nor does it constitute confirmation of Xystems Enterprises Ltd.’s offer to sell. All orders are accepted in British Columbia, Canada. Xystems Enterprises Ltd.’s reserves the right at any time after receipt of Customer’s order to accept or decline Customer’s order for reasonable cause including but not limited to lack of availability of products, failure by Customer to satisfy payment terms, and/or breach by Customer of this Agreement. If payment has been remitted for the purchase and Xystems Enterprises Ltd.’s cancels Customer’s order, Xystems Enterprises Ltd.’s shall forthwith issue a refund equal to the amount remitted for the unaccepted or cancelled order.
2. PAYMENT TERMS
Terms of payment are within Xystems Enterprises Ltd.’s sole discretion and unless otherwise agreed to by Xystems Enterprises Ltd., payment must be received or otherwise authorized or secured in a form approved by Xystems Enterprises Ltd. prior to Xystems Enterprises Ltd.’s acceptance of an order. Payment for the products will be made by approved credit card, wire transfer, electronic funds transfer or some other prearranged payment method agreed to by Xystems Enterprises Ltd. Invoices are due and payable by the payment date(s) specified through electronic (including but not limited to e-mail), facsimile (fax) and/or verbal confirmation between Xystems Enterprises Ltd. and the customer. Xystems Enterprises Ltd. may invoice parts of an order separately. Orders are not binding upon Xystems Enterprises Ltd. until accepted by Xystems Enterprises Ltd. (see Order Acceptance Policy). Any quotations given by Xystems Enterprises Ltd. will be valid for the period stated on the quotation. Xystems Enterprises Ltd. reserves the right to adjust or cancel quotations as required.
Customer is responsible for all costs related to shipping product to the location specified by Customer. It is Customer’s responsibility to provide contact information that allows the shipper to contact Customer when shipment is made. Shipping rates are for standard pick-up and delivery only. Additional storage and/or shipping charges and other warehouse charges may apply if Customer can not be contacted, or is not available, to receive product; or if product is redirected upon Customer’s request. If a shipping rate is quoted at an incorrect rate due to typographical error or error in pricing information received from Xystems Enterprises Ltd.’s suppliers, Xystems Enterprises Ltd. shall have the right to refuse, adjust, or cancel any orders placed whether or not the order has been confirmed or whether or not payment has been remitted. Customer is responsible for inspecting freight for shortages or signs of damage upon receipt of goods. All freight, loss, and damage claims must be filed with Xystems Enterprises Ltd. within thirty (30) days from the date the shipment was delivered. (see 8. “Limitations on Damages” or email: email@example.com). Xystems Enterprises Ltd. shall not be liable for special or consequential damages or for any damages arising out of or caused by: (1) Delay, (2) Acts of God or the public enemy, (3) The Authority of the law, (4) Strikes, riots or quarantine, (5) The inherent nature or vice of the goods transported. For goods returned under our 60-Day Money Back Guarantee, Customer is responsible for all costs related to shipping.
Customer is responsible for all sales, use, excise, value-added and other charges associated with the order, however designated, including any duties, clearance charges or other destination charges. If applicable, a separate charge for such items will be shown on Xystems Enterprises Ltd.’s invoice.
5. TITLE; RISK OF LOSS
Title to product passes from Xystems Enterprises Ltd. to Customer upon completion of shipment of product to Customer by Xystems Enterprises Ltd., unless otherwise stated in terms of purchase (e.g. Letter of Credit). Loss or damage to products that occurs during shipping by a carrier selected by Xystems Enterprises Ltd. is Xystems Enterprises Ltd.’s responsibility.
All warranties set out are Manufacturer-specific warranties only. The limited warranty applicable to each product sold by Xystems Enterprises Ltd. is set out under the heading “Warranty” located on the Square36.com Site where each product is described. Such limited warranty applies to each sale by Xystems Enterprises Ltd. of that respective product. Xystems Enterprises Ltd. makes no express warranties except those stated in this agreement and in Xystems Enterprises Ltd.’s applicable warranty statement in effect on the date of the invoice. Any such warranties will be effective, and Xystems Enterprises Ltd. will be obligated to honour any such warranties, only upon Xystems Enterprises Ltd.’s receipt of payment in full for the item to be warranted. Before returning any item, Customer must contact Xystems Enterprises Ltd.’s Claims Department for a Warranty Authorization (WA) number within the allowable period specified by the manufacturer of the product (see product-specific “Warranty”). The WA number is valid only for the product described therein. The product returned must match the product authorized for return. Customer must ensure that all returns are received by the manufacturer/supplier within thirty (30) days of obtaining the WA number. All shipping arrangements for returns or exchanges must be processed through Xystems Enterprises Ltd.’s Logistics Department. Customer is responsible for all shipping and handling charges of warranty returns, except where the manufacturer of the product has agreed to pay for such costs or as outlined under product “Warranty.” Whenever possible or as outlined under “Warranty,” all items must be in “as new” condition, in original packaging and with all warranty cards, manuals and accessories. The original packing slip must be included and the WA number visible on the package. Xystems Enterprises Ltd. may require a short written explanation and a photograph or digital image of the defective product. In some cases an on-site inspection of the product will be required. Xystems Enterprises Ltd.’s Claims Department will advise Customer of the details specific to the warranty claim.
THE WARRANTIES SET OUT IN THIS AGREEMENT ARE MANUFACTURER-SPECIFIC WARRANTIES FOR THE PRODUCT(S). Xystems Enterprises Ltd. EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, GUARANTEES OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Xystems Enterprises Ltd. ALSO DISCLAIMS ANY IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE. Xystems Enterprises Ltd. DOES NOT WARRANT THAT THE PRODUCT(S) WILL BE ERROR-FREE, OR WARRANT THAT EACH DEFECT WILL BE CORRECTED. Xystems Enterprises Ltd. DOES NOT WARRANT THAT ALL PRODUCTS COMPLY WITH SPECIFIC GEOGRAPHICAL COMPLIANCE OR REGULATORY RESTRICTIONS. IT IS CUSTOMER’S RESPONSIBILITY TO ENSURE THAT USE OF PRODUCTS PURCHASED COMPLIES WITH LOCAL JURISDICTION CODES AND WITH ALL REGIONAL, NATIONAL AND INTERNATIONAL LAWS AND REGULATIONS. Xystems Enterprises Ltd. FURTHER DISCLAIMS ANY PATENT/INTELLECTUAL PROPERTY RIGHTS, WARRANTIES OR INDEMNITIES WITH RESPECT TO ANY FITNESS MAT CONCEPTS, USE OF MATERIALS OR COMBINATION OF THE TWO.
8. LIMITATION ON DAMAGES
Xystems Enterprises Ltd. DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN. Xystems Enterprises Ltd. WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF REVENUE OR OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF THEY WERE FORESEEABLE OR IF Xystems Enterprises Ltd. WAS ADVISED OF THE POTENTIAL OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES, Xystems Enterprises Ltd. IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE(S) UNDER THIS AGREEMENT. THIS LIMITATION WILL APPLY REGARDLESS OF THE FORM OF ACTION (I.E. WHETHER THE LAWSUIT IS IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE).
9. 60-DAY MONEY BACK GUARANTEE
Customers who purchase can return product within 60 days of order and get a full refund of the purchase price of the mat(s), less shipping and handling. The product must be returned in its entirety and in the same condition as when it arrived at the original destination. Customer is responsible for all costs related to returning the product. This guarantee applies to all regular Square36.com Site products only and does not apply to clearance items, custom made and special orders.
Customers who purchase by the container-load may cancel their order and receive a full refund up until the customer provides authorized acceptance of the Inspection Report. Authorized acceptance may be indicated directly on the Inspection Report (by way of customer signature); or by referencing the order number via email or fax. Signing the Inspection Report transfers the now completed order from the place of manufacture to the shipping company. At this point, it is too late for the customer to cancel or change any order.
All references to monetary amounts, including prices, on the Square 36 Website (the “Site”) and in this Agreement shall be in U.S. currency.
11. GOVERNING LAW
This Agreement and any sales thereunder shall be governed by the laws of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws rules. Xystems Enterprises Ltd. and Customer exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement. The Site (excluding linked Web sites) is controlled by Xystems Enterprises Ltd. from its offices within the Province of British Columbia, Canada. The Site can be accessed from all provinces and territories of Canada, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of the Province of British Columbia, by accessing the Site, the user agrees that all matters relating to access to, or use of, the Site, or any other hyperlinked Web site, shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The user also agrees and hereby submits to the exclusive personal jurisdiction and venue of the courts of the Province of British Columbia and acknowledges that the user does so voluntarily and is responsible for complying with local laws.
All disputes arising out of or in connection with this Agreement shall be referred to and finally resolved by a single arbitrator (the “Arbitrator”) pursuant to the Commercial Arbitration Act, R.S.B.C. 1996, c. 55, as amended. The decision of the Arbitrator on all issues or matters submitted to the Arbitrator for resolution shall be conclusive, final and binding on all of the parties. The Arbitrator shall determine who shall bear the costs of arbitration pursuant to this section 12.
13. OTHER DOCUMENTS
Other than as specifically provided in any separate formal purchase Agreement between Customer and Xystems Enterprises Ltd., these terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for product(s) which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written Agreement signed by both Customer and Xystems Enterprises Ltd.
The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.