Unless Luuup Inc. (the “Company”) otherwise expressly agrees in writing, these terms and conditions of sale (the “Terms”) apply to any and all purchases of the Company’s product (“the Product”) by a buyer (the “Buyer”), including those purchases made on the Company’s website: http://www.luuup.com/ (the “Website”). Acceptance of the Buyer’s order is made only on the express understanding and condition that the order is governed by the Terms set out herein and that insofar as the Terms conflict with any terms and conditions of the Buyer’s order, the Terms shall govern. Any changes in the Terms contained herein must specifically be agreed to in writing by an authorized officer of the Company before becoming binding on either the Company or the Buyer.
Prices on the Website are subject to change without notice. The Buyer is responsible for all shipping charges, taxes, duties, storage, handling, insurance and other charges.
All of the Buyer’s orders are subject to final acceptance by the Company, and the Company reserves the right to accept or to reject any order from the Buyer, in whole or in part. The Company reserves the right (without prejudice to any other remedy) to cancel any uncompleted order or to suspend delivery and the Company shall have no liability to the Buyer for any costs, losses or damages of any kind whatsoever arising as a result of such suspension or cancellation.
Products may not be purchased by the Buyer for resale to another third party customer. To the extent that any Product is resold, the Company shall have no responsibility or liability to the third party end user whatsoever. The Buyer agrees that it has no authority to assume or create any obligation whatsoever, expressed or implied, in the name of the Company, nor to bind the Company in any manner whatsoever. The Buyer shall have no authority hereunder to enter into any contract of sale or for the return of merchandise or other contract on behalf of the Company.
RISK, DELIVERY AND TITLE
- The Company’s only responsibility shall be to deliver the Products in good condition, properly packaged to the selected carrier. Liability for loss or damage in transit or thereafter shall pass to the Buyer upon the Company’s delivery of the goods in good condition to a common carrier at the facility of the Company for shipment to the Buyer. The Company is not responsible for any loss or damage to Products which occurs while in transit. THE BUYER IS RESPONSIBLE FOR CHECKING ALL PRODUCTS IN A SHIPMENT THOROUGHLY UPON RECEIPT.
- The Company will arrange for transportation of the Products from the Company’s facility at which the Products are manufactured. Delivery dates are approximate and the Company will use reasonable commercial efforts to ship orders within the time estimated upon placing an order for the Product. In no event will the Company be liable for any costs, losses or damages arising out of or caused by delay in delivery or for non-delivery. It is the responsibility of the Buyer to notify the Company in the event of non-delivery.
- The Company warrants it has and will convey good and marketable title to the Products. Unless otherwise provided in this Agreement, risk of loss of Product shall transfer to the Buyer at the Company's facility at which the Products are manufactured when the Product has been delivered to the carrier. In addition, unless otherwise provided in this Agreement, title to Product shall transfer to the Buyer simultaneously with risk of loss.
- All taxes, levies or duties, of any nature, applicable to the goods sold shall be paid by the Buyer.
- The purchase price will be fully paid to the Company by the Buyer, without deduction of any applicable taxes, import duties, sales use or privilege taxes or excise or withholding taxes, or other similar taxes or duties levied by any government upon the Buyer or the Company as a result of the manufacture, sale, delivery or use of any goods sold or licensed hereunder.
Payment in respect of any order for a Product is due at the time of purchase. The Buyer may pay by credit card or debit card. When the Buyer provides the Company with card information, and authorizes the transaction, the Company will bill the Buyer’s credit card or process the transaction under the Buyer’s debit card provided. The Buyer represents and warrants that they hold right and are authorized to use the credit card or debit card used to purchase products and that the billing and related information provided is accurate and truthful.
The Company makes every effort to ensure that the Website and other printed material are kept up to date. The Company cannot represent or warrant that the Product descriptions or other content on the Website are complete, accurate, reliable and error-free. Written specifications are subject to change without notice.
Click here to view the Company’s warranty.
The Company MAKES NO OTHER WARRANTIES, REPRESENTATION OR CONDITIONS WITH RESPECT TO ITS PRODUCTS. THE COMPANY’S WARRANTY IS EXPRESSED IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND OF ALL OTHER OBLIGATIONS OR LIABILITIES ON THE COMPANY’S PART. The aforementioned provisions do not extend the original warranty period of any Product that has been replaced by the Company. THE FOREGOING CONSTITUTES THE BUYER’S SOLE AND EXCLUSIVE REMEDY FOR THE FURNISHING OF DEFECTIVE OR NONCONFORMING GOODS.
LIMITATION OF LIABILITY
The Company’s maximum liability in respect of the Product supplied pursuant to a purchase order, whether for breach of contract, tort (including negligence) or otherwise, shall not in any event exceed the total purchase price for any Products delivered and accepted hereunder. IN NO EVENT SHALL THE COMPANY BE LIABLE TO ANYONE FOR SPECIAL, COLLATERAL, INDIRECT, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, COSTS OF LOSS OF GOODWILL, LOSS OF PROFITS, OR LOSS OF USE.
THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES, COSTS OR EXPENSES ARISING AS A RESULT OF BUYER’S USE, MISUSE AND HANDLING OF PRODUCTS AND BUYER HEREBY INDEMNIFIES THE COMPANY, AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL SUCH DAMAGES, LOSSES, COSTS AND EXPENSES.
THE BUYER ASSUMES ALL RISKS AND RESPONSIBILITIES ARISING FROM, CONNECTED WITH, OR RELATING TO USE BY THE BUYER OF THE PRODUCTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE BUYER IS SOLELY RESPONSIBLE AND LIABLE FOR ANY HARM THAT MAY COME TO ANY FELINE AS A RESULT OF THE USE OF THE PRODUCTS.
In the event the Company is unable to ship the ordered Products because of fire, flood, windstorm, or other act of God, labour or civil disturbance, shortage of raw materials, failure of timely delivery by the Company's suppliers, energy or transportation shortages, or any other cause whether or not similar to the causes listed above, beyond the Company's reasonable control, the Company reserves the right to cancel the affected order without any liability to the Company whatsoever. In no event shall the Company be obligated to purchase material from others to enable the Company to deliver Products to the Buyer hereunder.
Sales by the Company are of finished goods only. All design, manufacturing processes, manufacturing information, vendor sources, know-how, equipment, tooling or other hardware, software, or information acquired or utilized by the Company are and shall hereinafter remain the exclusive property of the Company, and the Buyer shall acquire or receive no rights or title therein or thereto as a result of the purchase.
No products are to be returned without written authorization from the Company and then only in accordance with the Company’s terms and instructions. The Buyer is responsible for all costs of shipment for returns. Returned products must arrive at the Company’s facility in the same condition they were in when originally shipped by the Company. Subject to the Company’s warranty, absolutely no returns will be authorized on a Product which has been retained by the Buyer for more than 30 days from the date of the purchase order. Absolutely no returns will be authorized or accepted in respect of a Product for which the seal affixed to the Product has been broken.
The Buyer shall not assign his order or any interest therein or any rights thereunder.
Notice by the Company to the Buyer will be made by posting on the Company’s Website. The Buyer assumes the responsibility to check for notices on the Company’s Website. The Buyer agrees to send the Company any notice in writing to:
PO Box 457 STN C
Toronto, ON M6J 3P5
This is the entire Agreement between the parties, and the rights and obligations arising thereunder Agreement shall be governed by, and will be construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein, excluding the United Nations Convention On Contracts For The International Sale Of Goods and any rules of private international law or the conflict of laws, rule or principle that would lead to the application of the laws of any other jurisdiction. All disputes arising out of, or in connection with, this Agreement, or in respect of any legal relationship associated with it or derived from it, will be finally resolved by arbitration administered by the Alternative Dispute Resolution Institute of Canada Inc. under its Arbitration Rules. The seat of arbitration will be Toronto, Ontario, Canada. The language of the arbitration will be English.
The Terms, as published on the Company’s Website located at the time of sale, are the official terms and conditions of sale between the Company and the Buyer and may be amended from time to time without notice to the Buyer at the Company’s sole discretion.
How to Contact The Company
If the Buyer needs to contact the Company for whatever reason, the Buyer may do so in writing at:
PO Box 457 STN C
Toronto, ON M6J 3P5
Acknowledgment and acceptance
BY CHECKING THE ‘I accept and agree’ BOX YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU CHECK THE ‘I accept and agree’ BOX, THESE TERMS OF SALE ARE FULLY ACCEPTED BY YOU. IF YOU AGREE TO THESE TERMS ON BEHALF OF AN ORGANIZATION, YOU HEREBY REPRESENT TO THE COMPANY THAT YOU ARE AUTHORIZED TO ACCEPT THESE TERMS ON BEHALF OF SUCH ORGANIZATION. IF YOU DO NOT ACCEPT THESE TERMS OF SALE, DO NOT CHECK THE ‘I accept and agree’ BOX AND DO NOT ORDER PRODUCTS ON THE WEBSITE FROM THE COMPANY.
Last Updated: October 2016