Carson, Dunlop & Associates Ltd. TERMS AND CONDITION OF SALE

You have elected to place an order to purchase one or more goods or services (each, a “Product”) from Carson, Dunlop & Associates Ltd. (“CD&A”) through the website located at https://store.carsondunlop.com  (the “CD&A Online Store”). All such orders (each, an “Order”) are subject to the following terms and conditions (the “Terms of Sale”).

By using the CD&A Online Store to complete your Order, you hereby accept and agree to be bound by these Terms of Sale in regard to such Order (the “Sale Agreement”). The terms and conditions of this Sale Agreement are subject to change without prior notice, except that the Terms of Sale posted on the CD&A Online Store at the time you initially place or modify an Order will govern the Order in question.

Orders placed through the CD&A Online Store are to be made for lawful purposes only. By submitting an Order you represent that you have capacity and authority to enter into the Agreement and that your Order is being placed for lawful purposes.

This Sale Agreement, together with any services agreement relating to Products comprised of inspection services (each, an “Services Agreement”), constitutes the entire agreement between you (or the organisation that you represent, as the case may be) and CD&A relating to the purchase or sale of Products through the CD&A Online Store. In the event of any conflict or inconsistency between any provision of this Sale Agreement and any provision of a Services Agreement, the Services Agreement will govern. The Sale Agreement may only be modified or terminated with regard to an Order by way of a written instrument signed by CD&A. Electronic records (including signatures) will be accepted in terms of any Order. You hereby consent to receiving electronic records, which may be provided via a web browser or e-mail application connected to the Internet.  You also consent to CD&A, its service providers and/or agents responding to any inquiries or communications relating to any Order by telephonic, electronic, or other forms of communications including, without limitation, e-mail, voice call or text message (including, without limitation, calls and text messages made using an automatic telephone dialing system or a pre-recorded or artificial voice), fax or other means regardless of the format of the original inquiry. You agree that electronic or recorded copies of communications are valid and you will not contest the validity or enforceability of such electronic communications or any related transactions, absent proof of altered data or tampering.

You acknowledge and agree that all electronic communications delivered to you by CD&A, its service providers and/or agents in conjunction with your Order (i) will have the same legal effect as signed paper communications, (ii) will be considered a “writing” or “in writing” and (iii) will be deemed for all purposes to have been “signed” and to constitute an “original” when printed from electronic files or records established and maintained in the normal course of business. You agree that all electronic communications and actions recorded by CD&A will be deemed valid and admissible originals.

This Sale Agreement as it applies to an Order previously accepted by CD&A may only be amended by way of a written instrument signed by both parties.  In the event of any conflict between the terms and conditions stated on your purchase order for a particular Order and those included in this Sale Agreement or those included in on our invoice for such Order, you agree that the provisions of this Sale Agreement and our invoice shall govern.

Governing Law

These Terms of Sale and the Sale Agreement, as well as any transaction hereunder shall be governed by the laws of the province of Ontario, without regard to conflicts of laws rules in the province of Ontario, and the federal laws of Canada that apply in the province of Ontario. The courts located in the city of Toronto, Ontario, Canada will have exclusive jurisdiction in regard to any dispute relating to the subject matter of these terms or otherwise in conjunction with the Content and/or the CD&A Online Store and/or any transaction conducted through the CD&A Online Store. notwithstanding the foregoing, CD&A may commence legal proceedings in any jurisdiction in which there has been any infringement of its intellectual property rights or any misappropriation of any of its trade secrets or other confidential or proprietary information.

Risk of Loss

Title to goods herein being purchased is retained by the seller until goods are paid for by the purchaser and at that time title passes to the purchaser. Loss or damage that occurs during shipping by a carrier selected by CD&A is CD&A’s responsibility. Loss or damage that occurs during shipping by a carrier selected by Customer is Customer’s responsibility. Title to software will remain with the applicable licensor(s).

Products

The procurement of certain Products (such as software licenses and certain online services and online use of software) are subject to and require that you agree to be bound by additional terms and conditions.  These will be presented to you prior to the fulfillment of the relevant Order.

Geographical Restrictions

Products may only be used by you in your country of residence (or the country in which your organisation is domiciled) and may not be transferred to any third party or allowed to be used by any third party whether inside or outside your country of residence (or the country in which your organisation is domiciled).

Orders

Before submitting an order form to purchase Product(s) (and placing your Order), you will be shown an order validation screen which includes the details of your Order (“Order Validation Screen”). Please verify the accuracy of such information as it appears on the Order Validation Screen as once you confirm your Order, the foregoing will constitute a binding offer to purchase the Products identified in the order form at the prices shown in the Order Validation Screen and subject to the taxes and charges shown in the Order Validation Screen.

Orders are not binding upon CD&A until accepted by CD&A in writing (“Order Acceptance”). Notwithstanding the foregoing, acceptance of your Order does not constitute confirmation by CD&A of availability of the underlying Product(s) or requested quantities of Product(s) or of your eligibility to procure such Product(s). If it is determined following acceptance of your Order that the Product is not available (or not available in the quantities ordered) or that you are not eligible to procure the Product, CD&A will notify you by e-mail or contact you by telephone. Other Products in an Order that are available or for which you are eligible to procure at the time of acceptance of the Order will be provided in the ordinary course.

Although the order form made available through the CD&A Online Store may allow you to provide comments relating to delivery of ordered Product(s), any purported amendment of these Terms of Sale and/or any inclusion of any additional contractual terms and conditions is without effect. Likewise, any attempt to amend or supplement the terms and conditions of the Terms of Sale through other means of communications is without effect. In each such situation, the Terms of Sale will continue to apply without modification, qualification or exception.

CD&A reserves the right, in its sole discretion, to limit the types and quantities of Products purchased in a particular Order or by a particular person. CD&A may, in its sole discretion, refuse or cancel any Order even after communication of acceptance of such Order and even after payment for such Order has been processed.

Product pricing in regards of your Order is that indicated on the Order Validation Screen. Please review the foregoing carefully prior to confirming your Order. In the event of any discrepancy between the pricing displayed on the CD&A Online Store (including, pricing specified in any Content) and the pricing displayed on the Order Validation Screen, the pricing displayed on the Order Validation Screen will apply to your Order.

Terms of payment are within CD&A’s sole discretion. Invoices are due and payable within the time period noted on the invoice, measured from the date of the invoice. CD&A may invoice parts of an order separately. You agree to pay interest on all past-due sums at the annual rate of 18% or the highest rate allowed by law, whichever is lower. You are responsible for sales and all other taxes associated with the Order.

General Legal Disclaimer

CD&A HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, ERROR-FREE USE OR OPERATION, UNINTERRUPTED USE OR OPERATION, OR FITNESS FOR A PARTICULAR PURPOSE.

Pricing and Information Disclaimer

All pricing is subject to change in CD&A’s sole discretion without prior notice.

While CD&A uses reasonable efforts to include accurate and up-to-date information on the CD&A Online Store, CD&A makes no warranties or representations as to the CD&A Online Store’s accuracy. CD&A assumes no liability or responsibility for any errors or omissions in the content on the CD&A Online Store including, without limitation, any Product description, depiction or pricing.

Limitation of Liability

CD&A WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITY, FAILURE TO REALISE EXPECTED SAVINGS, LOST OR CORRUPTED DATE, LOSS OF REPUTATION OR DEPRECIATION OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS, CD&A IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE ORDER GIVING RISE TO SUCH LIABILITY.

Personal Information

By placing an Order, you consent to the collection and use of personal information about you, namely the fact that you have submitted an Order and completed a purchase of Products, together with the details of your Order, for the purposes of fulfilling the Order as well as for CD&A’s internal accounting, business, marketing and operational purposes. Such personal information will be collected, stored, used, disclosed and retained as described in CD&A’s Online Privacy Policy which may be accessed here.

Freight Policy

Shipping and handling charges may vary depending on the nature and size of the Order.  Shipping and handling charges will be indicated in the invoice for an Order.  You may contact your CD&A account manager to receive a list of CD&A’s most current shipping rates, options and specials. The foregoing rates are not guaranteed, and it is your sole responsibility to confirm what shipping options and rates apply in regard to any particular Order.  For customers’ protection, CD&A only ships to the verified billing address of the customer’s credit card. In some circumstances, international shipping may be available. CD&A retains unfettered discretion in this regard, however.

Return Policy

• CD&A offers a 14-day return policy on selected items. For further information not listed, please contact your CD&A account manager.
• Please call 800-268-7070 or e-mail our Returns Department at info@carsondunlopstore.com to obtain a Return Merchandise Authorization (RMA) number before shipping your product. NO returns of any type will be accepted without an RMA number. For faster service, please have the following information on hand when calling for an RMA number: customer name, invoice number, serial number and nature of the problem.
• All products returned MUST: be 100 percent complete, contain ALL original boxes and packing materials, contain all manuals, blank warranty cards (if any) and other accessories and documentation provided.
• You are responsible for shipping charges on returned items; CD&A will match your shipping method on your replacement or exchange item(s).
• CD&A strongly recommends you fully insure your return shipment in case it is lost or damaged and you use a carrier that can provide you with proof of delivery for your protection.
• If merchandise arrives damaged: it is best to REFUSE it back to the carrier attempting delivery. If you accept the package, make sure it is noted on the carrier’s delivery record. Save the merchandise AND the original box and packing it arrived in, notify CD&A immediately to arrange for a carrier inspection and a pick up of damaged merchandise.
• DEFECTIVE products can be returned directly to CD&A within 14 days from the invoice date, at CD&A’s discretion for: credit, replacement, exchange or repair.
• NON-DEFECTIVE returns can be accepted directly by CD&A within 14 days from the invoice date, at CD&A discretion for: credit, exchange. All NON-DEFECTIVE returns are subject to a restocking fee equal to the greater of: $50 and 5% of the price of the returned Products.

CD&A reserves the right to authorize product returns beyond 14 days from the invoice date. Original shipping charges are refunded on returned items. Customers are responsible for all shipping charges back to CD&A on returned items, and CD&A will pay the shipping charges on the replacement or exchange item(s) going back.

Payment Processing

Payment for your Order will only be processed through the accepted payment method you choose in the checkout portal of the CD&A Online Store. You represent and warrant that you are the cardholder of the credit card selected for payment of your Order (the credit card used to pay for your order is referred to as the “Credit Card”). Any payment made by credit card is subject to the approval and terms and conditions of the financial institution that has issued the Credit Card.

You acknowledge and understand that the credit card payment for your Order will be processed using a third-party payment processor. You further acknowledge and understand that other than the type of credit card used and the last four digits of your credit card, CD&A will not come into possession of your Credit Card information.  You further acknowledge and agree that CD&A is not responsible for any acts or omissions of such third-party payment processor.

Any refund in terms of your Order or other credit in regard to your Order will be applied to the Credit Card. If the Credit Card is no longer valid or active at the time a refund or credit is processed, a cheque will be issued by CD&A and sent by mail to the last address on record.

Force Majeure

If CD&A is prevented from completing delivery of Products included in an Order due to events outside its reasonable control including, but not limited to, acts of God, fire, war, strikes, lockouts, labour controversies, civil unrest, unavailability of public infrastructure, unavailability of public telecommunications networks, war, insurrections or apprehended insurrections, terrorism, quarantines, changes in applicable laws or acts of government, CD&A reserves the right, in its sole discretion, to extend the estimated delivery date to one which is reasonable practicable or reserves the right to cancel the Order and offer you a refund for your purchase.

Waiver

No waiver of any provision of these Terms of Sale shall be binding on CD&A unless executed by CD&A in writing. No waiver of any of the provisions of these Terms of Sale will be deemed to be or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Severability

Any provision of these Terms of Sale (or portion of a provision) which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction will, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and will otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions (and the remaining enforceable portion of such provision, as the case may be) of these Terms of Sale or affecting the legality, validity or enforceability of such provision in any other jurisdiction.

Enurement

These Terms of Sale shall inure to the benefit of CD&A and its respective successors and assigns.

Confirmation – Review of Terms

You acknowledge having read these Terms of Sale before accepting them, having had the authority to accept these Terms of Sale and having had the opportunity to save or print a copy of these Terms of Sale.