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Tactile Vision Graphics Inc.
400 Erie Street East, Unit 9
Windsor, ON N9A 3X4 Canada
TERMS AND CONDITIONS
Customermeans the organisation or person who buys Goods or services.
Goodsmeans the articles or services to be supplied to the customer by the Seller;
Intellectual Property Rightsmeans 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;
Sellermeans Tactile Vision Graphics Inc. 400 Erie Street East – Unit 9 – Windsor Ontario N9A 3X4
PRICE AND PAYMENT
The price for goods, shipping and handling, and any applicable taxes shall be indicated on our purchase order.
Payment is expected upon receipt , 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 on our purchase order, 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 t
- require full payment in advance of delivery in relation to any Goods not yet delivered, as outlined on our
purchase order; or;
- Halt delivery of any Goods without incurring any liability whatever for non-delivery or any delay in
Subject to the express provisions of this Agreement, all communications and invoices provided for or permitted hereunder
shall in writing, personally be delivered to the Buyer or sent by registered and receipted mail or by other means of
recorded telecommunication, charges prepaid, to the applicable address set forth in our purchase order.
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 on our purchase order, on, or as close as possible to
the date specified in said Purchase Order. 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 and 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 refunds are given except in cases of damages, shortages, over deliveries and duplicated orders.
Title to Products passes from Seller to Customer at the time the Products leave Seller’s warehouse. 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.
For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering
into the contract.
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 the bulk of the order may differ slightly as a result of the manufacturing process.
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
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.
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.
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
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.
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 Windsor, Ontario, Canada.Tactile Vision Graphics Inc.
400 Erie Street East, Unit 9
Windsor ON N9A 3X4