TERMS OF SALE BY FORDIS* AS SELLER
THESE TERMS AND CONDITIONS GOVERN ALL SALES OF PRODUCTS BY SELLER TO BUYER. SELLER AGREES TO SUPPLY THE ORDERED PRODUCTS ONLY UPON THESE TERMS AND CONDITIONS. SELLER'S ACKNOWLEDGEMENT OF BUYER'S ORDER AND DELIVERY OF THE ORDERED PRODUCTS ARE EXPRESSLY MADE CONDITIONAL ON BUYER'S ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF BUYER'S PURCHASE ORDER INCLUDES TERMS OR CONDITIONS THAT DIFFER FROM, OR ARE IN ADDITION TO, THE FOLLOWING, THOSE TERMS OR CONDITIONS ARE EXPRESSLY REJECTED BY SELLER AND ARE NULL AND VOID.
1. DEFINITIONS. "Buyer" refers to the customer who submits a Purchase Order that is accepted by Seller's acknowledgement and made subject to these Terms and Conditions. "Seller" means FORDIS, a division of Unisource Canada, Inc. ("Unisource"). "Purchase Order" means the purchase order, electronic order or any other order submitted by Buyer, whether on-line, by email, fax or phone. "Products" means the goods or services (including without limitation PUR VALUE+ brand) ordered by Buyer on a Purchase Order and accepted by Seller's acknowledgement.
2. PRICES. Buyer will be charged in accordance with Seller’s prices for the Products posted on Seller’s website or prevailing at the time of Seller’s acknowledgement. Prices, products and packaging are subject to change without notice. All taxes, including sales, use, excise, custom or other taxes, assessments or charges imposed by federal, provincial, local or foreign governments on the manufacture, sale, shipment, import, export, or use of the goods (other than income taxes), are not included in the prices and shall be paid by Buyer, unless Seller expressly states in writing otherwise. Seller is required to charge goods and services tax and applicable sales tax on Products for which a valid sales tax exemption certification has not been provided. When ordering, Buyer shall provide a valid exemption certificate if applicable.
3. PAYMENT. Payment by Buyer of Seller’s invoices is as set-out on Seller’s invoice. Buyer may make payment to Seller through direct cash transfer, by certified cheque or credit card transaction authorized by Seller. All payments to Seller must be in Canadian dollars. Seller has the right to set-off and deduct for any sums owed. If Buyer fails to make payment in full when due, Seller may, at its option and without prior notice, defer future shipments until such payment is made or cancel all or any part of unshipped orders. Interest will be charged on overdue accounts at 1.75% per month (21% per annum) compounded, until the outstanding balance is paid in full. If Seller deems itself insecure with Buyer’s ability to pay any invoice, Seller reserves the right, at its option, either to withhold shipments or to impose or revise Buyer’s credit limits and terms, without prior notice.
4. DELIVERY. Unless otherwise specified by Seller, Products will be delivered to Buyer's facility on the next day following Seller's acknowledgement. Buyer shall pay Seller, as applicable, the delivery charges as posted on Seller's website related to: tailgate charge for non-dock, street deliveries; charge per pallet of Products for same-day deliveries; freight zone charge for deliveries made outside of urban areas; charge for refusal to accept delivery; and charge for re-delivery. Any shipping error or any damage caused to Products while in transit by Seller's carrier must be reported by Buyer immediately at the time of delivery, to Seller's customer service centre whose agents will provide instructions to Buyer, as applicable. All delivery dates and times are approximate, and Seller shall not be responsible for any damage of any kind resulting from any delay. Risk of loss will pass to Buyer upon delivery to Buyer's facility or designated carrier.
5. ORDERS, COMPLAINTS. A Purchase Order may be modified or cancelled by Buyer up to 5:00p.m. local time on the date of the Purchase Order, without charge to Buyer. After said time, modifications, in whole or in part, by Buyer to Purchase Orders will not be permitted or accepted. Any cancellation after said time by Buyer of Purchase Orders shall be subject to the charges posted on Seller's website and shall be paid by Buyer, and received by Seller, at the time of cancellation. Any complaints relating to the Products must be reported immediately by Buyer to Seller's customer service centre whose agents will provide instructions to Buyer, as applicable.
6. WARRANTY. All of the Products delivered hereunder are sold to Buyer on an 'as is, where is' basis, are supplied to Seller by third party vendors, and are warranted by Seller only to the extent of the original warranties provided to Seller by the manufacturers of the Products. The foregoing is in lieu of any and all other warranties, whether written, oral or implied (including any warranty of performance, merchantability or fitness for a particular purpose) and supersedes and excludes all oral or written warranties or representations, made or implied, in any manual, correspondence, literature, advertising brochure or other materials, or pursuant to the Sales of Goods Act of any province or otherwise with respect to the Products.
7. EXPORT BY BUYER. Seller's policy is to offer the Products only for delivery, use and resale within Canada. Where Products purchased from Seller are to be exported, Buyer acknowledges that any warranty of the Products shall be null and void, and furthermore Buyer assumes sole responsibility for arranging the export of the Products from Canada and their importation into other countries and shall at all times comply with all applicable laws and regulations in relation thereto, including but not limited to export control laws. Seller shall not be, and Buyer shall ensure that Seller will not be, the exporter under any circumstances.
8. SECURITY, COLLECTION. To secure payment of all sums due hereunder or otherwise, Seller may, at its option, retain a security interest in the Products delivered hereunder. Buyer authorizes Seller to execute and file, on Buyer's behalf, all documents that Seller deems necessary to perfect such security interest. Seller is relying upon Buyer's representation of solvency and if Seller, at any time, reasonably believes that Buyer is insolvent or that Buyer's credit is impaired, or if Buyer fails to pay its outstanding and delinquent sums to Seller following written notice of same from Seller, Buyer shall be in material breach hereof and Seller may, without liability, withhold performance hereunder (including delivery), change the payment terms and/or repossess the Products delivered. Title to the Products shall remain in Seller until payment in full is received by Seller. In extending any credit or loan, Seller may charge Buyer finance, service or late charges in an amount not greater than allowed by law, and if Buyer fails to pay according to the terms of this contract, Seller may apply such charges and may collect the amount unpaid with Buyer being liable to Seller for all costs of such collection, including reasonable legal fees.
9. CONFIDENTIALITY, PROPRIETARY RIGHTS. Buyer shall not use or disclose any of Seller's trade secrets or commercial or confidential information, whether or not designated as such. Buyer shall not copy, nor permit anyone else to copy, any Products or parts thereof, or any trademark, brand name, pattern, plan, drawing, specification, instruction or depiction thereof, without prior written approval of Seller, and Buyer shall not knowingly, directly or indirectly, violate or infringe upon, or contest the validity of, any patent, licence or other right of Seller pertaining to any of said Products.
10. FORCE MAJEURE. Buyer agrees to accept partial or pro-rata deliveries as full performance in the event Seller cannot fulfill an entire order. Seller shall not be liable for any default or delay in performance if caused, directly or indirectly, by: acts of God; war; force of arms; fire; flood; the elements; riot; labour disputes; picketing or other labour controversies; sabotage; civil commotion; accidents; any governmental action, prohibition or regulation; delay in transportation facilities; shortage, or breakdown of, or inability to obtain, transport or supply, or the non-arrival of, the Products or of any labour, material or equipment used in the manufacture or supplier of the Products; failure of any party to perform any contract with Seller relative to the production, supply or transportation of the Products; or from any cause whatsoever beyond Seller's control.
11. LIMITATION OF LIABILITY. Seller's liability to Buyer on any claim of any kind, including negligence, shall in no case exceed the purchase price received by Seller for the Products. In no event shall Seller be liable for any special, indirect, incidental or consequential damages arising from, or as a result of, the sale, manufacturing, supply, delivery, non-delivery, servicing, re-sale, use or loss of use of the Products or any part thereof, or for any charges or expenses of any nature incurred by Buyer or others. Buyer hereby waives and releases Seller from all rights of contribution or indemnity.
12. INDEMNIFICATION. To the extent allowed by law, Buyer shall indemnify Seller, its affiliates, shareholders, employees, officers, directors and agents, against all sums, costs, liabilities, losses, obligations, claims, suits, actions, damages, penalties, fines, interest and other expenses (including investigation expenses and reasonable legal fees) that Seller, its affiliates, shareholders, employees, officers, directors and agents, may incur or be obligated to pay as a result of (i) Buyer's breach, negligence or willful misconduct, (ii) Buyer's use, ownership, modification, maintenance, transfer, re-sale, transportation or disposal of the Products; (iii) any infringement or alleged infringement of the intellectual property rights of others arising from Buyer's plans, specifications (including Buyer's brand names and trademarks) or production of the Products ordered by Buyer; and (iv) Buyer's violation or alleged violation of applicable federal, provincial, municipal or local laws or regulations, including without limitation those governing product safety, labeling, packaging, health, environment and labour practices.
13. MISCELLANEOUS. The Seller's acknowledgement and these Terms and Conditions constitute the entire agreement between Buyer and Seller relating to the ordered Products. No modifications shall be binding upon the Seller unless in writing signed by Seller's duly authorized representative. No modification of the acknowledgement or of these Terms and Conditions will be affected by the acknowledgment or acceptance of other shipping instruction forms or of any other document containing terms and conditions at variance with, or in addition to, these Terms and Conditions, all such varying or additional terms being deemed invalid. No waiver by Seller or default by Buyer shall be deemed a waiver of any subsequent default. The invalidity, illegality or unenforceability of any one or more provisions herein shall in no way affect or impair the validity, legality or enforceability of the remaining provisions, which shall remain in full force and effect. This agreement and these Terms and Conditions shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without giving effect to its conflicts of law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods, and the parties irrevocably attorn to the courts of such jurisdiction. Unless otherwise expressly agreed to by both Buyer and Seller in writing, any controversy or dispute arising from this agreement and these Terms and Conditions or relating to the rights and obligations of Buyer or Seller hereunder shall be referred to, and determined by, arbitration in accordance with the Arbitration Act, 1991 (Ontario) as amended, and the place of the arbitration shall be Toronto, Ontario. The arbitration will be limited solely to the dispute or controversy between Buyer and Seller. Both parties shall keep confidential and not disclose to third parties the facts and evidence in the arbitration, except to their respective insurers, auditors and legal counsel or as required by law.
BUYER AGREES TO THE FOREGOING TERMS AND CONDITIONS AND CERTIFIES THAT IT HAS AUTHORITY TO SUBMIT THE PURCHASE ORDER, TO PAY FOR THE PRODUCTS AND TO ACCEPT THE DELIVERY THEREOF.
UCI\FORDIS\2008-11
* FORDIS is a trademark, trade name and division of Unisource Canada, Inc.
+ PUR VALUE is a trademark of Unisource Canada, Inc., used with permission.
© 2009. FORDIS, Unisource Canada, Inc. All rights reserved.
TERMS OF USE OF FORDIS*WEBSITE
FORDIS, a division of Unisource Canada, Inc., and its affiliates, shareholders, directors, officers, employees and agents, (collectively referred to as "FORDIS") offers this website ("Site") to you, as User, subject to the following terms and conditions. These terms and conditions may change from time to time, and it is your responsibility to check for such updates.
BY USING THE SITE, YOU AGREE TO BE BOUND BY EACH OF THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THIS SITE.
1. Rules. (1.1) While visiting this Site, you may view, store, print, reproduce and distribute pages within this Site for personal non-commercial use or for legitimate business purposes, provided that: (a) no modifications are made to the Site and its contents; and (b) appropriate ownership notifications are included with the stored, reproduced or distributed pages. (1.2) While visiting the Site, you may not: (a) post, transmit or otherwise distribute information constituting or encouraging conduct that would constitute a criminal offence or give rise to civil liability, or otherwise use the Site in a manner which is contrary to law or would serve to restrict or inhibit any other user from using or enjoying the Site or the Internet; (b) post or transmit any information or software which contains a virus or other harmful or disruptive component; and/or (c) violate the security of the Site . FORDIS does not routinely monitor your postings to the Site but reserves the right so to do.
2. Disclaimer. FORDIS cannot ensure or guarantee privacy for Site users. Communications sent on this Site or other linked sites are not secure. It is recommended that the Site not be used for the transmission of confidential information. Any use of the Site shall be at the sole risk of the user, and FORDIS and its affiliates, shareholders, officers, directors and employees shall be relieved of all liability in connection therewith. You agree only to submit accurate information. You agree that FORDIS may disclose, use, copy or transmit any information you have submitted to the Site. Please refer to our Privacy Statement and direct any inquiries regarding privacy to privacy@fordis.ca . If you are dissatisfied with the Site or with any terms, conditions, rules, policies, guidelines, or practices of FORDIS in operating the Site, your sole and exclusive remedy is to discontinue using the Site.
3. Limitation of Liability. The materials provided on this Site are provided for informational purposes only. FORDIS takes no responsibility for the accuracy or validity of any claims or statements contained in the documents and related graphics on the Site. Further, FORDIS makes no representations about the suitability of any of the information contained in the documents and related graphics on the Site for any purpose. ALL DOCUMENTS, RELATED GRAPHICS AND MATERIALS PUBLISHED IN THIS SITE OR OTHER FORDIS-LINKED SITES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED. In no event shall FORDIS be liable for any damages whatsoever, including special, incidental, indirect, punitive or consequential damages, arising out of or in connection with the use or performance of information available on or through this Site.
4. Indemnity. You agree to defend, indemnify and hold FORDIS and its affiliated and related companies, shareholders, directors, officers, employees and agents from any and all liabilities, costs and expenses, including reasonable legal fees, related to any violation of this Agreement by you or users of your account, or in connection with the use of the Site or the Internet or the placement or transmission of any message, information, software or other materials on the Site or on the Internet by you or users of your account.
5. Trademarks, Copyright. All names, logos and marks identifying FORDIS and its products and services referenced in this Site or other FORDIS-linked sites are trademarks or registered trademarks of FORDIS or are under license to FORDIS. All other product, brand or company names mentioned herein are the trademarks of their respective owners. FORDIS owns and retains the copyrights in the documents, related graphics and materials published on this Site and other FORDIS-linked sites. Nothing contained herein shall be construed as conferring any license or right under any patent, trademark, trade name or copyright of FORDIS or any third party.
6. Links. If the Site provides links to other sites or resources on the Internet, these links are provided only as a courtesy to the user and FORDIS makes no representations as to the accuracy or any other aspect of information contained in other web sites. You access linked sites at your own risk.
7. On-line Orders, Passwords. FORDIS shall have the right to refuse or cancel any on-line orders placed for products listed at incorrect prices, unavailable quantities or credit reasons. Please refer to our Terms of Sale for information regarding your orders and accounts. FORDIS shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, FORDIS shall promptly issue a credit to your credit card account in the amount of the charge. Certain areas of the Site are password restricted to authorized users. If you are an authorized user of the restricted areas, you agree that you are responsible for maintaining the confidentiality of your password and account, and agree to notify FORDIS if the password is lost, stolen, disclosed to an unauthorized third party, or may have been compromised. You are entirely responsible for any and all activities that occur under your account. You agree to immediately notify FORDIS of any unauthorized use of your account or any other breach of security known to you in relation to the Site.
8. Jurisdiction. The Site originates in Ontario, Canada and is operated by FORDIS. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and of Canada applicable therein, without giving effect to any principles of conflict of law. You agree to submit to the courts of this jurisdiction.
9. Miscellaneous. FORDIS reserves the right to revise these terms and conditions at any time by updating this posting. This Agreement, including any and all documents referenced herein, constitute the entire agreement between FORDIS and you pertaining to the subject matter hereof. FORDIS' failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provisions or right. If any of the provisions contained in this Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions contained herein.
UCI\FORDIS\2008-11
* FORDIS is a trademark, trade name and division of Unisource Canada, Inc.
+ PUR VALUE is a trademark of Unisource Canada, Inc., used with permission.
© 2009. FORDIS, Unisource Canada, Inc. All rights reserved.
PRIVACY STATEMENT BY FORDIS*FORDIS takes the privacy of your personal information seriously. This Privacy Statement describes the measures we take to help ensure the security of information collected through this Site. FORDIS may amend this Privacy Statement from time to time. Please review for updates.
How Personal Information is Collected and Used
FORDIS collects personal information that you voluntarily submit through this Site. This may include information such as your name, employer (where appropriate), street and e-mail addresses, telephone number and credit card of your choice. We do not automatically collect personal information without your knowledge.
Uses of Personal Information
When you submit personal information to FORDIS, you will be asked to decide how we may use your information. Unless we specifically tell you otherwise before you submit personal information, we will only use it to:
- respond to your questions or comments;
- better understand your purchasing habits and needs;
- fulfill your order made on-line through our Site;
- help us understand how we can improve our products, services and Site;
- inform you about special promotions;
- ask for your opinion or willingness to participate in certain events.
Use of Cookies
To improve your visit to our Site, we may use "cookies" to obtain non-personal information. Cookies are text information files that your browser places on your computer when you visit a Web site. We may aggregate this data to analyze the viewing habits of our site visitors, but it will not be associated with any personally identifiable data.
Sharing Your Personal Information with Others
FORDIS will not use or share your personal information in ways unrelated to the uses described above unless we provide you with prior notice and give you an opportunity to change your usage preferences. Unless you give us prior consent, FORDIS will not trade, sell or share your personal information with any person or entity other than FORDIS's affiliates, shareholders, subsidiaries and representatives, except where required by law or as disclosed to you before the information is collected. For certain promotions or product requests, we may share your information with an outside company for the sole purpose of fulfilling your order. These companies are carefully selected by FORDIS and also take the protection of your personal information seriously.
Security of Your Information
The security of your personal information is very important to us. We use appropriate technical and managerial procedures to protect your personal information and prevent its disclosure outside FORDIS. Only those authorized by FORDIS will be granted access to your personal information. In addition to careful consideration about what information you share and who you share it with, we recommend that everyone develop good security habits. These include protecting and regularly changing your password, using computer virus protection, logging off when you finish using your computer, and considering the use of file or email encryption programs.
Access to Your Information
If you have any questions regarding this Privacy Statement or wish to modify or delete your personal information from our records, please contact us at privacy@fordis.ca . We will make every effort to respond to your requests in a timely manner.UCI\FORDIS\2008-11
* FORDIS is a trademark, trade name and division of Unisource Canada, Inc.
+ PUR VALUE is a trademark of Unisource Canada, Inc., used with permission.
© 2009. FORDIS, Unisource Canada, Inc. All rights reserved
* FORDIS is a trade name and division of Unisource Canada, Inc. © 2012. All rights reserved. 
