Terms and Conditions of Sale for Web-based Purchase
The following terms and conditions govern the sale by Chino’s Cuisine ("Seller") to Customer of the products and services (the "Products"). By accepting delivery of the Products described on a Seller quote or invoice, Customer agrees to be bound by and accepts these terms and conditions.
When making purchases or other transactions through our Chino’s Cuisine Site or the Internet, you may be asked by the merchant or information or service provider to suppy certain information, including credit card or other payment mechanisms. You agree that all information you provide any merchant or information or service provider through our Chino’s Cuisine Site will be accurate and complete. You agree to pay all charges incurred by you or other users of your account and credit card or other payment mechanisms at the prices in effect when such charges are incurred. You also will be responsible for paying all applicable taxes, if any, relating to purchases on the Chino’s Cuisine Internet Site. Our Internet service provider is ikn no way responsible for any charges you or any user of your account incurs when making purchases or other transactions in this manner.
1. Other Documents
These terms and conditions may not be altered, supplemented or amended by the use of a Customer purchase order or similar Customer document. Any attempt by Customer to alter, supplement or amend this document or to enter into an order for Product(s) that 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 Seller. Seller may change these terms and conditions as they relate to future sales or deliveries at any time without prior notice.
2. Governing Law
The laws of the Province of Ontario and the applicable laws of Canada will govern these terms and conditions and all related transactions. The parties agree to the non-exclusive jurisdiction of the courts of the Province of Ontario.
3. Payment Terms and Orders and Quotes; Interest
Credit terms are within Seller's sole discretion, and unless otherwise specified in Seller's invoice, payment must be received by Seller prior to Seller's acceptance of an order. Payment for the Products will be made by credit card, wire transfer, or some other pre-arranged payment method. If credit terms have been agreed to by Seller, invoices are due and payable within thirty days after the date of the invoice. Seller may invoice parts of an order separately. Orders are not binding on Seller until accepted by Seller. Any Quotes given by Seller will only be valid for the period stated on the Quote. Customer agrees to pay interest on all amounts past due at a rate of 2% per month (12% per year).
4. Shipping Charges and Taxes
Separate charges for shipping and handling will be shown on Seller's invoice(s). Unless Customer provides Seller with a valid and correct tax exemption certificate applicable to the product ship-to location prior to Seller's acceptance of the order, the Customer is responsible for goods and services tax, harmonized sales tax, sales and all other taxes associated with the order, however designated, except taxes on Seller's net income. If applicable, a separate charge for taxes will be shown on Seller's invoice.
Title to Products passes from Seller to Customer at the time the Products arrive at the Purchaser’s delive4ry location. Seller will take responsibility for loss or damage to the Products that occurs during shipping. Ship dates are estimates only. Seller is not liable for delays in shipment or failure to ship by the estimated ship date.
(1) THE LIMITED WARRANTIES APPLICABLE TO SELLER-BRANDED PRODUCTS ARE INCLUDED IN THE APPLICABLE WARRANTY STATEMENT IN THE DOCUMENTATION ACCOMPANYING THE PRODUCTS. SELLER MAKES NO EXPRESS WARRANTIES OR CONDITIONS EXCEPT THOSE IN SELLER'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. ANY SUCH WARRANTY WILL BE EFFECTIVE, AND SELLER WILL BE OBLIGATED TO HONOUR ANY SUCH WARRANTY, ONLY ON CHINO’S CUSINE’S RECEIPT OF PAYMENT IN FULL FOR THE ITEM TO BE WARRANTED.
(2) SELLER DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, IN RESPECT OF THE PRODUCTS AND SERVICES CONTEMPLATED BY THESE TERMS AND CONDITIONS INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
(3) CHINO’S CUISINE'S RESPONSIBILITY FOR CLAIMS IN RESPECT OF THE PRODUCTS AND SERVICES CONTEMPLATED BY THESE TERMS AND CONDITIONS IS LIMITED TO REPAIR AND REPLACEMENT AS SET FORTH IN CHINO’S CUISINE 'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE.
(4) SELLER RESERVES THE RIGHT TO CHANGE ITS WARRANTIES AT ANY TIME, IN ITS SOLE DISCRETION WITHOUT PRIOR NOTICE WITH RESPECT TO FUTURE SALES AND DELIVERIES.
(5) SOME PROVINCES DO NOT PERMIT THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION LASTS IN CONSUMER TRANSACTIONS. THEREFORE THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.
7. Return Policies
Seller shall not accept any rturn of Product for refund excepot where the Product is delivered damaged or unusable or in the event of any breach of the applicable warranty as stated inn the warranty documentation.
From time to time, Seller may, in its sole discretion, exchange Products or portions of a Product. Any exchanges will be made in accordance with Seller's exchange policies in effect on the date of the exchange.
Seller's policy is one of ongoing product update and revision. Seller may revise and discontinue Products at any time without prior notice. Seller will ship Products that have the functionality and performance of the Products ordered but Customer agrees that changes between what is shipped and what is described in any advertising, or Seller’s Website, or in any specification sheet or catalogue can occur.
10. Limitation of Liability
SELLER DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH IN THIS AGREEMENT OR IN THE APPLICABLE WARRANTY STATEMENT INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE. SELLER WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER LOSS OR DAMAGE RELATING IN ANY WAY TO PRODUCTS OR SERVICES, WHETHER DIRECT OR CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSES OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, OR DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT INCLUDING, WITHOUT LIMITATION, FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM.
11. Applicable Law and Not For Resale
Customer agrees to comply with all applicable laws and regulations of Canada and its provinces. Customer agrees and represents that it is buying for its own internal use only, and not for resale. Seller has separate terms and conditions governing resellers.
The Customer acknowledges that the Products licensed or sold under this Agreement are subject to applicable export control laws and regulations. For example, export permits are required if Customer intends to export the Products to a country on Canada's Area Control List or if the Products are on Canada's Export Control List or if the Products are of United States origin. Seller recommends that Customer contact the Export Controls Division of the Canadian Department of Foreign Affairs and International Trade if Customer intends to export any of the Products.
13. 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.
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.
The section headings used in this Agreement 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.
16. Force Majeure
Seller shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control.