TERMS AND CONDITIONS OF SALE
(Last updated: April 24th, 2020)
The following Terms and Conditions of Sale ("Terms") shall apply to all sales made by Safety Media Inc. ("Safety Media”) to a buyer ("Customer"), of Safety Media's goods and products (collectively, “Goods”) and services (“Services”), and every agreement of purchase and sale by Safety Media is expressly conditioned on Customer's assent to these Terms in effect at the time of the sale. By placing an order with Safety Media, you acknowledge that you have reviewed and understand these Terms in effect at the time of the sale and that they apply to your purchase. You should review the Terms and Conditions of Sale on a regular basis as the Terms and Conditions of Sale are subject to change and it is the Terms and Conditions of Sale that are in effect at the time of a purchase that will apply to the sale.
1.THE CONTRACT
All orders are accepted subject to these Terms.
A quotation or tender addressed to Customer from Safety Media does not constitute an offer to sell, and in no circumstances shall any contract arise unless and until the Customer submits an order to Safety Media, and Safety Media issues an acknowledgment (“Order Confirmation”), whether by an express acknowledgement of the order or in another manner indicating Safety Media’s confirmation of the order to the Customer. Customer’s order once acknowledged by Safety Media with an Order Confirmation is a legally binding contract (“Contract”).
If any details of the Goods and Services described in Safety Media's quotation or tender differ from those set out in the Order Confirmation, the latter shall apply. No terms or conditions put forward by Customer and no representations, warranties, guarantees or other statements not contained in Safety Media's quotation or Order Confirmation shall be binding on Safety Media. No alteration or variation to the Contract shall apply unless agreed in writing by both Safety Media and Customer. However, Safety Media reserves the right to effect minor modifications and/or improvements to the Goods and Services before delivery provided that the performance of the Goods and Services is not adversely affected and that neither the Contract price nor the delivery date is affected.
Certain Goods and Services may be sold by Safety Media on behalf of a third party. Goods and Services sold by Safety Media on behalf of a third party, such as the C20/20 software or other software, products or services of Commercial Fire and Safety Inc. (“CFS”), are provided on the terms and conditions provided by such third party and that are identified at the time of sale (“Third Party Terms”). Customer agrees to be bound by any Third Party Terms and these terms are incorporated by reference.
Prices for delivery within the period stated in Seller's quotation are exclusive of:
(a) Goods and Services Tax and Harmonized Sales Tax; and
(b) any similar and other taxes, duties, levies or other like charges arising outside Canada in connection with the performance of the Contract.
Prices are F.O.B. site of shipment on standard deliveries, exclusive of freight, insurance and handling unless otherwise stated in the Order Confirmation.
Customer agrees to promptly provide Safety Media with any materials required to perform the Services requested. Any materials provided by Customer to Safety Media will remain Customer property.
Customer gives Safety Media permission to copy, duplicate, or reproduce any part of the materials provided to Safety Media, and warrants that Safety Media is, in using such materials, not infringing on any intellectual property rights, including but not limited to patents, trademarks, industrial designs, copyrights and trade secrets.
Safety Media reserves the right to cancel or postpone courses or training due to unforeseen circumstances. Safety Media will endeavor to provide notification of any changes by email or telephone within at least 24 hours prior to the scheduled courses or training. If Safety Media must postpone a course or training event due to unforeseen circumstances, such event shall be rescheduled without penalty to Safety Media.
2.PAYMENT
All payments shall be made:
(a) in full without set-off, counterclaim or withholding of any kind (except where and to the extent that this cannot by law be excluded); and
(b) in the currency of Safety Media's order confirmation.
For customers with approved credit terms. Payment is to be made by cash, cheque or money order within thirty (30) days from the invoice date.
For all other customers, a credit card is required. When Customer places an order, a credit card authorization against the customer’s credit card will be obtained for the total amount of the order. Customer’s credit card will be charged for the items being shipped on the day they are shipped.
Goods will be invoiced at any time after their readiness for dispatch has been notified to Customer. Services will be invoiced at any time after their order. Without prejudice to Safety Media's other rights, may
•charge the lesser of 1.5% per month (18% per annum), or the highest lawful monthly contract rate on overdue accounts;
•alter terms of payment or suspend performance of the Contract (including withholding shipment of Goods or performance of Services) in the event that Customer fails or in Safety Media’s reasonable opinion it appears that Customer is likely to fail to make payment when due under the Contract or any other contract; and
•pursue any remedies available at law or under these Terms.
In any such event, Safety Media shall be entitled to reimbursement from Customer for its expenses, including legal fees.
3.SHIPMENT AND DELIVERY
Unless otherwise stated, all periods stated for delivery are to be treated as estimates only.
Safety Media shall use reasonable efforts to comply with such schedules BUT SHALL NOT BE LIABLE FOR DAMAGES OR OTHERWISE, nor shall Customer be relieved of its performance hereunder, because of the failure of Safety Media to meet such delivery dates.
For products delivered by common carrier, title to products shall pass and Customer shall assume all risk of loss of or damage to products upon delivery of products to a common carrier. Any damaged Goods sold hereunder that are received by Customer shall be held for inspections by the carrier or the designated representative of Safety Media and for subsequent disposition instructions. Delivery of all quantities of the products referred to in the invoice from Safety Media shall be deemed to have been made in full unless within ten (10) days from the date of invoice Customer notifies Safety Media of failure to receive delivery of any such quantities of Goods.
For in-store pickup, Orders will be held for two (2) weeks after your Order is ready for pickup. Customer is required to pick up product within this time. You will receive an Order Confirmation which will confirm that your product is ready. If you do not pick up your Order within two (2) weeks, Safety Media may, at its discretion, cancel your Order, charge storage fees or both cancel your order and charge storage fees.
Customer is required and agrees to inspect Goods on delivery or pick-up of the Goods. Any apparent damage should be noted on the receipt and, for Goods that are delivered, co-signed by the driver of the delivery vehicle. Customer agrees to photograph of any damage at time of delivers and email the photos to Safety Media at customerservice@safetymedia.com. Customer also agrees to include photos of any label which includes an Order number, item or part number, bar codes or any other relevant data.
4.LIMITED WARRANTY
Safety Media warrants that all Goods will be free from defects in materials and workmanship for a period of six (6) months. ("Limited Warranty").
The Limited Warranty does not apply if
(a) the defect is the result of use or handling of the Goods in a manner or circumstances or for purposes that have not been approved by Safety Media or that do not comply with Safety Media’s instructions; or
(b) the Goods are misused or abused or there is evidence of tampering, mishandling, neglect, accidental damages, modification or repair without the approval of Safety Media.
Safety Media does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does Safety Media accept responsibility for the installation and/or use of a product sold by Safety Media. It is Customer’s responsibility to review applicable laws, codes and regulations for each relevant jurisdiction to ensure that the installation and use of the product in question complies with the laws, codes and regulation of the jurisdiction where the products may or will be used.
If Safety Media agrees to accept the return of Goods, Safety Media will notify Customer of approved return procedures. Customer’s exclusive remedy hereunder shall be, at the option of Safety Media, either the replacement or repair of non-conforming Goods, or reimbursement or credit to Customer of an amount not exceeding the purchase price of the Goods. Such remedy shall constitute fulfillment of all liabilities of Safety Media to Customer, whether based in warranty, contract, tort (including negligence), indemnity, strict liability or otherwise, with respect to the Goods ordered by Customer. Safety Media shall not be liable for penalties of any description, or for loss of profits or incidental or consequential damages even if we are advised of the possibility of such damages.
THE LIMITED WARRANTY SET OUT ABOVE IS IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES, OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, FREEDOM FROM INFRINGEMENT OR THE LIKE, AND ANY REPRESENTATION, WARRANTY OR CONDITION OTHERWISE ARISING OUT OF ANY PROPOSAL, SPECIFICATION, PURCHASE ORDER OR SAMPLE. SAFETY MEDIA NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHER LIABILITY.
THE SERVICES ARE PROVIDED ON A “AS IS” AND “AS AVAILABLE” BASIS. THERE ARE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, FREEDOM FROM INFRINGEMENT OR THE LIKE, AND ANY WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL, SPECIFICATION, PURCHASE ORDER OR SAMPLE WITH RESPECT TO THE SERVICES.
5.LIMITATION OF LIABILITY
EXCEPT AS PROVIDED BY THE LIMITED WARRANTY ABOVE, UNDER NO CIRCUMSTANCES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), AS A RESULT OF BREACH OF WARRANTY, STRICT LIABILITY, INDEMNITY OR UNDER ANY OTHER THEORY OF LIABILITY WHATSOEVER, WILL SAFETY MEDIA, ITS AFFILIATES AND ITS OR THEIR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, CONSULTANTS AND ADVISORS BE LIABLE FOR:
(1) ANY DAMAGES CHARACTERIZED AS LOSS OF PROFITS, LOSS OF INCOME, LOSS OF REVENUES, LOSS OF ANTICIPATED SALES, LOSS OF OPPORTUNITIES, BUSINESS INTERRUPTION OR FAILURE TO REALIZE UNEXPECTED SAVINGS; OR
(2) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY NATURE WHATSOEVER;
EVEN IF SAFETY MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CERTAIN JURISDICTIONS MAY NOT ALLOW LIMITATIONS, OR EXCLUSIONS OF, EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS PROVIDED FOR IN THESE TERMS OF USE MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS AS PROVIDED BY LAW.
6.FORCE MAJEURE
Safety Media shall not be liable for any delay in delivery or modification, suspension or cancellation of performance or other failure of performance hereunder in whole or in part caused by events beyond its control, including but not limited to acts of God or government, labor disputes or inability to secure materials, labor or transportation. In the event of such delay, the time for delivery by Safety Media or other performance shall be extended for a period equal to the duration of such delay.
7.ENTIRE AGREEMENT
These Terms, together with our Website Terms and Conditions of Use, Privacy Policy and any quotation, invoice or Order Confirmation contain the entire agreement between Safety Media and Customer (the “Parties”) with respect to the subject matter hereof and supersede all proposals, representations, discussions and negotiations, oral and written.
In the event of any conflict or inconsistency between these Terms, our Website Terms and Conditions of Use, Privacy Policy, any quotation, tender, invoice or Order Confirmation or any document referred to therein, these Terms shall govern the interpretation thereof. If any provision of these Terms is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from these Terms and the other provisions shall remain in full force and effect.
8.CANCELLATION AND RETURN POLICY
A.POLICY
Safety Media offers Customers the right to return Goods within ten (10) days of delivery and to receive a refund to the extent described in this section. . If a Customer is dissatisfied with a stock product, ordered in a typical quantity, the product may be returned in its original condition, with its original packaging in resalable condition. Such product may be returned to Safety Media with its original invoice within ten (10) days of the invoice date.
This return policy does not apply to custom signs, final sale or special order products (including stock products ordered beyond a typical quantity), software or Services. Safety Media is not required to accept or refund the price of custom signs, final sale or special order products (including stock products ordered beyond a typical quantity), software or Services. Original shipping charges are also non-refundable. Custom signs, final sale, special order products (including stock products ordered beyond a typical quantity), software and services will be noted as such on any order confirmation and invoice for such product.
Safety Media may, at its sole discretion, accept returns for custom signs, final sale, special order products (including stock products ordered beyond an ordinary quantity), software and services or for product returned more than 10 days after the invoice date. For these products, Safety Media may charge, when accepting the return, a restocking fee of up to 30% of the purchase price.
Any request by Customer to return any Goods will be made in accordance with Section 8.B (Returns) below.
B.RETURNS
All returns must be authorized by Safety Media. Customer may not return any Goods, under warranty claim or otherwise, without first requesting and obtaining authorization from Safety Media. Requests for return authorization are to be made by email to Safety Media at customerservice@safetymedia.ca.
Requests should include the following information:
•your contact information;
•the Order number and Order date;
•a list of the items being returned;
•whether you would like an exchange, repair or refund; and
•a detailed explanation of the reason(s) why you are returning the product.
Safety Media will respond to Customer’s request to return Goods within two (2) business days:
(i)providing instructions with respect to the return of the Goods; or
(ii)indicating that Safety Media does not accept return of the Goods.
Where Safety Media has accepted return of the Goods, in whole or in part, shipping charges for returns are Customer’s responsibility. Safety Media does not accept C.O.D. deliveries. Safety Media is not responsible for items lost in the mail. Customer’s return and refund will be processed within 5 business days after item(s) are received by Safety Media. Refunds are given for a returned item's price, as indicated on the Order, and any applicable taxes (including GST, PST, QST), excluding any taxes paid on shipping fees, shipping fees and additional discounts. Certain exceptions may apply.
Items are to be returned to Safety Media at its offices in Toronto Ontario.
9.COMPLIANCE WITH LAW
Customer agrees that all applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time, including those of Canada, the United States and the jurisdictions in which Safety Media and Customer are established or from which items may be supplied, and the requirements of any licenses, authorizations, general licenses or license exceptions relating thereto will apply to its receipt and use of Goods. Customer agrees and represents that it is responsible for its own use, resale, distribution or export of any Goods and Services. Customer also agrees and represents that it will not share or distribute unprotected documentation such as fire safety guides for resale, distribution or export.
10.ASSIGNMENT
Customer may not assign, sublicense or otherwise transfer its rights, duties or obligations hereunder without express written consent from Safety Media.
11.APPLICABLE LAW/ DISPUTE RESOLUTION
These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada. The Parties agree to resolve any dispute relating to the application, interpretation, implementation or validity of these Terms by arbitration using the Canadian Arbitration Association Expedited Arbitration Rules. The Parties agree that the Canadian Arbitration Association Expedited Arbitration Rules give the parties a fair opportunity to present their case and respond to the case of the other side. The arbitration shall be held in Toronto, Ontario and shall proceed in accordance with the provisions of the Arbitration Act, 1991, S.O. 1991, c. 17. Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
12.NO WAIVER
Safety Media will not be deemed to have waived any provision of these Terms or any breach by Customer of any provision hereof, unless specifically set forth in writing and executed by an authorized representative of Safety Media.
13.CONFIDENTIALITY
Customer shall treat all information furnished by Safety Media connection with these Terms or performance hereunder as confidential and shall not disclose or use any such information for any purpose other than performance hereunder without the express written permission of Safety Media.
14.SEVERABILITY AND SURVIVAL OF TERMS
The invalidity or unenforceability (in whole or in part) of any provision, term or condition hereof, will not affect in any way the validity and enforceability of the remainder of such provision, term or condition, or any other provision, term or condition. The obligations hereunder that by their terms might apply after the completion or termination of these Terms shall survive such completion or termination.
Sections 2, 5, 9, 11, 13 and 14 of these Terms and any other provisions of the Terms the nature and intent of which is to survive termination or expiration of the Terms, shall survive the termination or expiry of these Terms.