BUILDDIRECT.COM TECHNOLOGIES INC. Terms of Sale
These Terms of Sale are effective July 14, 2022
PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU.
This Agreement contains the terms and conditions (the “Terms of Sale”) that apply to a customer’s (“You” and where applicable “Your”) purchase from BuildDirect.com Technologies Inc. (“BuildDirect”) and/or the third party seller named on the invoice (a “Supplier”) of products for sale on www.builddirect.com (the “Site”). You agree, as a condition of sale, to be bound by and accept these Terms of Sale as applicable to Your purchase of product(s) from the Site.
These Terms of Sale are subject to change without prior written notice at any time, in BuildDirect’s sole discretion.
1.Product Display and Pricing:
Site Content and Product Descriptions:
- BuildDirect does not accept liability for any errors and/or omissions contained on the Site, including but not limited to any product display page for any product listed for sale on the Site. BuildDirect reserves the right to change information, prices, specifications and descriptions for any goods, products or services displayed on the Site at any time and without notice and does not warrant that a product description or content on the Site is accurate, complete, reliable, current or error-free.
- BuildDirect makes all reasonable efforts to accurately display the colour, texture and detail of products on the Site. BuildDirect however provides no guarantee that the colour, texture or detail You see matches that of the subject product. Colour, texture and detail variances may occur including but not limited to as a result of the monitor You utilizes to view the products on the Site and the display settings and capabilities of such monitor.
- The price for a product shown on the Site's the product display page for that product (each a "PDP") represents the full retail price for the product as set by (a) BuildDirect, where BuildDirect is the seller of the product or (b) the manufacturer or supplier of the product where the manufacturer or supplier is the seller of the product on the PDP (in either case, the “List Price”). For certain items that are offered as a set, the List Price may represent the aggregate or manufacturer or suppliers estimated or suggested retail price for each of the items included in the set.
- For clarity, notwithstanding anything to the contrary contained in these Terms of Sale, the List Price does not include shipping and handling charges, customs, duties or any Taxes applicable to Your order.
- Any strike-through or comparison price reflected on the Site is either the price reported by the manufacturer or vendor to BuildDirect for the subject product or in some instances, is based on a comparative survey of the price of the same or a similar product being sold at representative retailers or department stores in relevant markets in the United States. For avoidance of doubt, the strike-through or comparison price may not be a price at which BuildDirect previously sold the product. The strike-through or comparison price may not always represent the actual price listed by retailers or department stores every day or in every community and BuildDirect does not certify the reliability or accuracy of any such information. For international sales, the comparison price is based on what such items would be sold at in the US market. Nothing can replace Your own comparison shopping. If comparison prices are an important factor for You in Your purchasing decision, we recommend You conduct Your own individual search as well.
- You acknowledge that the placing of an item in a cart on the Site does not reserve the List Price for the subject product shown at that time. It is possible the List Price of the item in Your cart may increase or decrease between the time You place an item in Your cart and the time You purchase the subject product.
- BuildDirect will have no obligation to fulfill an order for a product that was advertised at an incorrect List Price. If an error is discovered in the List Price of a product or service that You have ordered, BuildDirect will inform You as soon as is reasonably possible. You will be advised of the correct List Price for the subject product and provided the opportunity to order the product at the correct List Price via a separate transaction (subject to all other terms and conditions of these Terms of Sale). If You have already paid for the subject product at the incorrect List Price, BuildDirect will refund You the full amount paid subject to these Terms of Sale.
- Your receipt of an electronic or other form of order confirmation does not signify BuildDirect’s acceptance of Your order, nor does it constitute confirmation of BuildDirect’s offer to sell. All orders are accepted in British Columbia, Canada.
- BuildDirect reserves the right at any time after receipt of Your order to decline, refuse or cancel Your order for reasonable cause including, without limitation, due to (i) lack of availability of products, (ii) failure by You to satisfy payment terms, (iii) product pricing error, (iv) restrictions or prohibitions on the sale or use of products, (v) if BuildDirect determines, in its sole discretion, Your order is made for commercial resale purposes, and/or (vi) any breach by You of these Terms of Sale. If payment has been remitted for the purchase and BuildDirect cancels Your order, BuildDirect shall forthwith issue a refund no greater than the amount remitted for the unaccepted or cancelled order.
- Certain products you order from BuildDirect may be (1) designated on the Site as, reflected on the BuildDirect quote or invoice for the product as, or otherwise confirmed for You by BuildDirect as custom order or “made to order” products and/or (2) customized or “made to order” by BuildDirect and/or its Suppliers at your request (collectively “Custom Orders”). BuildDirect requires payment of one hundred percent (100%) of the Custom Order cost before a Custom Order will be accepted and an invoice for such order will be issued. Custom Orders may not be available from third party marketplace sellers.
- Notwithstanding anything to the contrary contained in these Terms of Sale, once an invoice for a Custom Order has been issued, the Custom Order cannot be changed or cancelled and is non-refundable.
- There is no guaranteed delivery time of any kind for Custom Orders. All delivery lead times for Custom Orders are estimates.
- If You do not accept delivery of a Custom Order within thirty (30) days of the first delivery attempt by BuildDirect and/or its delivery agent (“First Delivery Attempt”) storage charges (in such amount as determined by BuildDirect in its sole discretion) will be charged to You for such order. If You do not accept delivery of a Custom Order within sixty (60) days from the First Delivery Attempt, the Custom Order will become the property of BuildDirect or the Supplier, as applicable.
- Products can be ordered from BuildDirect by the container (“Container Orders”). You can only place a Container Order by contacting a BuildDirect customer service representative by telephone at 1-877-631-2845 (for North American customers) and 1-604-662-8100 (for International Customers). Order lead times for Container Orders may vary significantly depending on the product ordered and final delivery location.
- BuildDirect requires payment of fifty percent (50%) of the Container Order cost at the time the Container Order is placed (the “Container Order Deposit”). The remaining fifty percent (50%) of the Container Order cost is required when you are provided the Inspection Report (as defined herein) by BuildDirect for your approval and notified by BuildDirect that the Container Order is ready to ship. Container Orders may not be available from third party marketplace sellers.
- Notwithstanding anything to contrary contained in these Terms of Sale, delivery of Container Order must be arranged with a BuildDirect customer service representatives as the delivery options may vary based on the types of products in the order and the delivery location. All other terms with respect to delivery (including but not limited the Cost of Delivery section) continue to apply to Container Orders.
- For any Container Orders placed, You will be (i) the importer of record, (ii) responsible for compliance with all requirements of an importer of record, (iii) responsible for contracting for your own customs broker, and (iv) responsible for the payment of all brokerage and customs fees, taxes, and related costs associated with the Container Order.
- Container Orders that are also Custom Orders are subject to those payment terms described in Section 3 above.
5.Changes and Cancellations:
You may request a change to an order, excluding Custom Orders and Container Orders, under an invoice provided that such order change requests:
- may be subject to additional charges;
- may result in a changes to the cost of shipping, handling and delivery of the order;
- may result in a delay in the delivery of the order;
- must be delivered by You to email@example.com; and
- must be received and acknowledged by BuildDirect prior to delivery or pick-up of the order in accordance with these Terms of Sale.
- You may cancel an order, excluding Custom Orders, Container Orders or clearance items, at any time prior to delivery, subject to the following (in addition to any other applicable provisions in these Terms of Sale):
- Requests to cancel Your order in accordance with this Section 5 (an “Order Cancellation Request”) must be sent by email by You and received and acknowledged by BuildDirect at: firstname.lastname@example.org prior to delivery or pick-up of the order in accordance with these Terms of Sale.
- In the event that BuildDirect receives an Order Cancellation Request at any point after its the delivery of the Shipping Notice (as defined herein) to You (but before the delivery of Your order to the Shipping Address or applicable Warehouse Pick-up location), (a) You will, subject to these Terms of Sale, be obligated to pay BuildDirect a fee equal to the shipping and handling costs associated with the return of Your order to a BuildDirect warehouse location (or a warehouse location of one of BuildDirect’s third party warehouse services providers), as determined by BuildDirect in its sole discretion and (b) the Original Shipping Charges (as defined in these Terms of Sale) in relation to Your order will not be refunded.
- Terms of payment are within BuildDirect’s sole discretion and unless otherwise agreed to in writing by BuildDirect, payment must be received or otherwise authorized or secured in a form approved by BuildDirect prior to BuildDirect’s acceptance of an order.
- You must pay for the order by approved credit card, wire transfer, electronic funds transfer or some other prearranged payment method agreed to by BuildDirect in writing.
- Invoices are due and payable by the payment date(s) specified through electronic (including but not limited to e-mail) confirmation between BuildDirect and You.
- BuildDirect may invoice parts of an order separately.
- Orders are not binding upon BuildDirect until accepted by BuildDirect (see Order Processing provisions set out in these Terms of Sale).
- Any quotations given by BuildDirect will be valid for the period stated on the quotation. BuildDirect reserves the right to adjust or cancel quotations as required.
7.Shipping and Delivery:
BuildDirect offers delivery worldwide based on your Shipping Address. Certain restrictions may apply based on order size and content as well as restrictions imposed at law. Notwithstanding the foregoing, shipping is not available to post office boxes.
Notwithstanding anything to the contrary set out in these Terms of Sale, following the purchase of Your order from BuildDirect, BuildDirect will send You a notification (to the email address you provided as part of the purchase of Your order) confirming that Your order has shipped and providing You a shipment tracking number for Your order (the “Shipping Notice”).
Address for Delivery:
Subject to the Delivery Option you select for Your order (as described in the Terms of Sale), BuildDirect will deliver Your order, via its logistics or delivery agent(s), to the shipping address You provide at the time of purchase and as indicated on the invoice for Your order (the “Shipping Address”).
- Any delivery dates or lead-times of any kind provided by BuildDirect are estimates only and subject to change. BuildDirect provides no guarantee regarding the date or time for the delivery of Your order.
- The actual date of delivery of Your order will depend on a number of factors including but not limited to the size and contents of Your order and delivery method and option(s) selected and available during the processing of Your order.
Unless otherwise agreed to in writing by BuildDirect and subject to these Terms of Sale, all deliveries of Your order will be to the street curb-side of the Shipping Address only. You will be responsible for moving the contents of Your order from the street curb-side of the Shipping Address into Your home or business
Due to the length, size and weight of certain products and the location of the Shipping Address, curb-side delivery as described above may not be available in which case You will be required to offload or assist with the offloading of Your order from the delivery truck or pick the order up in accordance with the “Pick-up Option” set out in these Terms of Sale.
Curb-side Delivery and Customer Offload are collectively defined for the purposes of these Terms of Sale as “Standard Delivery.”
Further information regarding the above noted delivery options are set out at: www.builddirect.com/pages/shipping
Warehouse Pick-up Option:
- Subject to the products in Your order and the Shipping Address, You may have the option of picking-up an order directly from a warehouse location of BuildDirect, a Supplier or one of their warehouse service providers (each a “Warehouse Pick-Up”).
- The election of this option must be made prior to issuance of invoice by BuildDirect to You for Your order.
- Notwithstanding anything to the contrary contained herein, if You elect the option of picking up an order directly from a warehouse location of BuildDirect, a Supplier or one of their warehouse service providers, you are required to retrieve your order from the Warehouse Pick-up location shown on your order invoice within fourteen (14) days of the scheduled pick-up date communicated to You by BuildDirect. Due to limited warehouse space, if Your order is not retrieved within fourteen (14) days of Your scheduled pick-up date, BuildDirect may, in its sole discretion, cancel Your order and refund You the cost of such order paid by You to BuildDirect less any applicable Original Shipping Charges (as set defined herein) and any other charges pursuant to Section 7(e) herein.
- Further information regarding the Warehouse Pick-Up Option are set out at: www.builddirect.com/pages/shipping
Cost of Delivery:
- You are responsible for all costs related to the shipping and delivery of Your order to the Shipping Address or designated Warehouse Pick-up location (as applicable) including but not limited to all customs and duties that may be applicable to Your order.
- It is Your responsibility to provide BuildDirect accurate and complete information in order to allow BuildDirect and/or its delivery agents to facilitate the delivery of Your order.
- Shipping rates and delivery pricing provided to You for your order are for Standard Delivery only. Storage and/or shipping charges and other warehouse charges may apply if You can not be contacted, or are unavailable to receive product or if an order is redirected at Your request.
- If a shipping rate and/or delivery pricing is quoted at an incorrect rate due to typographical error, error in product attributes received by BuildDirect from a Supplier, or error in pricing from BuildDirect’s delivery agents, BuildDirect will have the right to refuse, adjust, or cancel any orders placed by You whether or not the order has been confirmed by BuildDirect or whether or not payment has been remitted by You to BuildDirect.
- Subject to these Terms of Sale, BuildDirect may, from time to time, offer certain shipping and delivery promotions to its customers including discounted or free delivery for certain products on the Site (individually a “Shipping Promotion” and collectively the “Shipping Promotions"). Shipping Promotions are only available to customers with shipping addresses in the United States and Canada (expressly excluding Alaska, Hawaii, all offshore US Territories, the Yukon, Northwest Territories and Nunavut) and are subject to (i) product inventory levels in the geographic region within which Your Shipping Address and/or Warehouse Pick-up location is located (ii) the location of Your Shipping Address relative to the BuildDirect or Supplier warehouse location which the product(s) in Your order is stored or distributed from (iii) the weight, volume and type of product(s) in Your order (iv) the Delivery Option You select for Your order (v) international customs and duties applicable to the product(s) in Your order and (vi) whether Your purchase of a product to which a Shipping Promotion applies is combined with Your purchase of any other product (to which the Shipping Promotion does not apply). Shipping Promotions are subject to change and/or termination at any time in BuildDirect’s sole discretion without notice to You and without any liability to BuildDirect. Notwithstanding anything to the contrary contained in this provision, the cost of Your order (including, without limitation, any costs related to the shipping and delivery of Your order to your Shipping Address or Warehouse Pick-up location) will be detailed on the shopping cart page for Your order prior to purchase and on the BuildDirect invoice for Your order.
Inspection and Acceptance:
- You are responsible for inspecting the products in Your order for shortages or signs of damage upon receipt of Your order . All freight loss, and damage claims must be documented and filed in accordance with the Claims process set out in these Terms of Sale.
- Title to the products in Your order passes from BuildDirect to You upon shipment of Your order to the Shipping Address or applicable Warehouse Pick-Up location and Your acceptance of the order.
- Risk of loss for products purchased by You passes to You upon transfer of title as set out herein.
- Further details regarding the inspection of an order are set out at: www.builddirect.com/pages/shipping
- You are responsible for all sales, use, excise, value-added and other charges associated with Your order, however designated, including any duties, clearance charges or other destination charges.
- If applicable, a separate charge for such items will be shown on the invoice for Your order including but not limited to for any applicable federal, state, provincial, territorial, or local tax of the location to which the product is being shipped.
Orders delivered or sourced to Washington State: Sales or use tax is due on certain purchases of product from BuildDirect that are delivered or sourced to Washington. Washington requires You to file a use tax return when sales tax is not paid at the time of purchase. This message is required under the Revised Code of Washington 82.13.020(2)(a)(i).
Manufacturer warranty and Claims:
- All warranties set out are Manufacturer-specific warranties only. The limited warranty applicable to each product sold by BuildDirect or the Supplier on the Site is set out under the heading “Warranty” located on the Site’s PDP(s) for the products in Your order (each a “Warranty” and collectively the “Warranties”). Such limited warranty applies to each sale by BuildDirect or the Supplier of that respective product.
- BuildDirect makes no express warranties except those stated in (a) these Terms of Sale in effect on the date of Your purchase of Your order and (b) in the Warranty, if any, available on the applicable Site PDP at the time of Your purchase. For clarity, in the event of any conflict between the Warranty for a product and any hard copy of such Warranty that may or may not be contained in the packaging you receive for such product following purchase, the Warranty on the applicable Site PDP will govern.
- Any such Warranties will be effective, and BuildDirect will be obligated to honour any such Warranties, only upon BuildDirect’s receipt from You of payment in full for the item to be warranted.
- Before returning any item, You must contact BuildDirect for a Warranty Authorization (WA) number within the allowable period specified in the applicable Warranty. The WA number is valid only for the product described therein. The product returned must match the product authorized for return.
- You must ensure that all returns are received by the manufacturer/supplier within thirty (30) days of obtaining the WA number. All shipping arrangements for returns or exchanges must be processed through BuildDirect’s Logistics Department. You are responsible for all shipping and handling charges of Warranty returns, except where the manufacturer of the product has agreed to pay for such costs or as outlined under the Warranty. Whenever possible or as outlined under the Warranty, all items must be in “as new” condition, in original packaging and with all Warranty cards, manuals and accessories. The original packing slip must be included and the WA number visible on the package.
- BuildDirect may require that You provide a short written explanation and photographs of the product you are seeking to make a Warranty claim in relation to. In some cases an on-site inspection of the product will be required. BuildDirect’s Customer Experience Team will advise You of the details specific to the assessment of a given Warranty claim. Validation of a Warranty claim is, in any event, in BuildDirect’s sole discretion.
Claims for Delivery Error and Shipping Damages:
- Upon delivery of an order to the Shipping Address or applicable Warehouse Pick-Up location You are responsible for the inspection of Your order in accordance with these Terms of Sale.
- In the unlikely event of any freight shortages or signs of damage with Your order You must complete the following steps:
- Record the number of boxes damaged or short next to Your signature on the delivery receipt provided by BuildDirect or its delivery agent at the time of delivery of the order (the “Delivery Receipt”);
- Take photos of the order upon arrival at the Shipping Address or applicable Warehouse Pick-Up location;
- Record any further details about the subject damage or shortage on the Delivery Receipt including the word “Damage” or “Short” as applicable; and
- Report any such damages to BuildDirect at email@example.com within thirty (30) days from the date the shipment was delivered to You at the Shipping Address or received by You at an applicable Warehouse Pick-Up location.
- Subject to Your compliance with BuildDirect’s claims process set out herein and BuildDirect’s validation of such claims, in BuildDirect’s sole discretion acting reasonably, BuildDirect will arrange to either re-ship to you replacement product (for damages) or additional product (for shortages) at BuildDirect’s expense or provide You a compensation credit for the value of the goods damaged or short.
30 Day Money Back Guarantee:
You can return product for any reason within 30 days of delivery and get a refund of the product purchase price for Your order subject to the below noted conditions (the “Guarantee”).
Conditions of the Guarantee:
This Guarantee is subject to satisfaction of the following conditions:
- You must request a return of Your order from BuildDirect (via email at firstname.lastname@example.org) within 30 days of the original delivery date of Your order;
- The product must be in its original packaging, and in the same “as new” and re-sellable condition as when it arrived at the Shipping Address or as when you picked Your order up from the designated Warehouse Pick-Up Location. The product must also be palletized before pickup (where applicable);
- The product must not have been used, modified, installed, or marked in any way.
- The Guarantee does not apply to any partial and full orders of clearance items special orders, Custom Orders or Container Orders.
- BuildDirect does not accept title to orders returned by You in accordance with this Guarantee until the subject order arrives back at a warehouse of BuildDirect and/or its warehouse services agent and BuildDirect has confirmed, in writing, that the above conditions of the Guarantee have been satisfied.
- Subject Section 9(c)(iii) and (iv) herein, You must pay the following shipping and handling costs associated with Your returning order:
- In the event shipping and handling charges were applied to the delivery of Your product, you are responsible for paying to BuildDirect (1) the total amount of the shipping and handling charges associated with the delivery of Your order to the Shipping Address (or, if applicable, to the Warehouse Pick-Up location of a Supplier or one of its third party warehouse service providers) (the “Original Shipping Charges”) and (2) the shipping and handling costs associated with the return of Your order to a BuildDirect warehouse location (or a warehouse location of one of BuildDirect’s third party warehouse services providers), as determined by BuildDirect in its sole discretion;
- In the event Your order was subject to a free delivery Shipping Promotion you are responsible for paying the shipping and handling costs associated with the return of Your order to a BuildDirect warehouse location (or a warehouse location of one of BuildDirect’s third party warehouse services providers), as determined by BuildDirect in its sole discretion. You may inquire about the applicable return shipping and handlings costs associated with a return of Your order pursuant to the Guarantee by contacting the BuildDirect Customer Success team at email@example.com;
- In the event Your order was subject to Warehouse Pick-Up from a BuildDirect warehouse location, you are responsible for either (1) paying all shipping and handling costs associated with the return of Your order to a BuildDirect warehouse location (or a warehouse location of one of BuildDirect’s third party warehouse services providers), as determined by BuildDirect in its sole discretion or (2) facilitating the return of Your order, at your sole cost, to the BuildDirect warehouse location at which You received Your order as part of a Warehouse Pick-Up; and
- Any brokerage fees, duties and any other fees related to Your order.
Return shipping of Your order pursuant to the foregoing will be facilitated by BuildDirect, its Supplier(s) and/or their service providers (unless you are otherwise facilitating the return of Your order, at your sole cost, to the BuildDirect warehouse location at which You received Your order as part of a Warehouse Pick-Up). The foregoing shipping and handling costs associated with your return of Your order pursuant to the Guarantee may be deducted by BuildDirect from amounts paid by You to BuildDirect for Your order.
Further information regarding the Guarantee is located at: www.builddirect.com/pages/30-day-money-back-guarantee
Return of Full Order
In order for You to receive a refund for a return of Your full order as part of the Guarantee Your full returning order must (i) meet the conditions specified in Section 9(c) above and (ii) be returned in its entirety meaning every piece of the order that You received must be returned to BuildDirect. Subject to the satisfaction of the foregoing, BuildDirect will arrange for pick-up of Your order and provide You a refund of Your order less applicable charges associated with that order pursuant to Section 9(c) herein.
Partial Return of Order
Notwithstanding anything to the contrary set out in the Terms of Sale:
- A partial refund for a partial return of Your order is only available for products purchased from BuildDirect (and therefore not products purchased from third party marketplace sellers on the Site).
- In order for You to receive a partial refund in accordance with this Section 9(c)(iv), the subject portion of Your order must (i) meet the conditions specified in Section 9(c) above and (ii) be returned in its entirety meaning every piece of that portion of Your order must be returned to BuildDirect.
- Subject to satisfaction of the foregoing, BuildDirect will arrange for pick-up of Your order and provide You a refund the purchase price of the returned product less:
- The Original Shipping Charges;
- All shipping and handling costs associated with the return of Your product(s) to such location as BuildDirect may designate, acting reasonably; and
- Any brokerage fees, duties and any other fees related to Your order.
Container Order Refunds:
You may cancel a Container Order and receive a refund of the Container Order Deposit up until You provide authorized acceptance of the container inspection report which report shall be in a form agreeable to you, BuildDirect and the manufacturer/supplier of the subject product (the “Inspection Report”).
Authorized acceptance of the Inspection Report must be delivered by You to BuildDirect in writing (whether indicated by the placement of Your signature directly on the Inspection Report or by such other written form as BuildDirect may advise in writing is acceptable). Acceptance of the Inspection Report must be provided to BuildDirect no later than fourteen (14) days from the date of your receipt of the Inspection Report.
Your approval of the Inspection Report transfers the now completed Container Order from the place of manufacture to the shipping company. At this point, You are not permitted to cancel or change the Container Order nor will You be entitled to any refund for such Container Order.
- Certain products may require an acclimation period prior to installation. We advise that You should not schedule a contractor to install the product until after the product has been received and properly acclimated. No claims on the quality of the product such as milling, grading, average length, end matching, pattern variation, or similar issues will be permitted once product has been installed.
THE WARRANTIES SET OUT IN THESE TERMS OF SALE ARE MANUFACTURER-SPECIFIC WARRANTIES FOR THE PRODUCT(S) (IE THE “WARRANTIES” AS DEFINED HEREIN). EXCEPT FOR THE WARRANTIES (AS DEFINED HEREIN) AND THE GUARANTEE (AS DEFINED HEREIN) BUILDDIRECT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, GUARANTEES, REPRESENTATIONS, ENDORSEMENTS OR CONDITIONS WHETHER EXPRESS, IMPLIED, OR ARISING FROM STATUTE OR OPERATION OF LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, DURABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT BUILDDIRECT KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF SUCH ANY SUCH PURPOSE) WITH RESPECT TO THESE TERMS OF SALE, THE SITE AND ALL PRODUCTS LISTED OR REFERENCED THEREON. BUILDDIRECT ALSO DISCLAIMS ANY IMPLIED WARRANTY ARISING OUT OF TRADE USAGE, OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE OR BY OPERATION OF LAW. BUILDDIRECT DOES NOT WARRANT THAT THE PRODUCT(S) OFFERED FOR SALE ON THE SITE WILL BE ERROR OR DEFECT-FREE, OR WARRANT THAT EACH DEFECT WILL BE CORRECTED NOR THAT ANY PRODUCTS COMPLY WITH SPECIFIC GEOGRAPHICAL COMPLIANCE OR REGULATORY RESTRICTIONS. IT IS YOUR RESPONSIBILITY TO ENSURE THAT USE OF PRODUCTS PURCHASED COMPLIES WITH LOCAL JURISDICTION CODES AND WITH ALL REGIONAL, NATIONAL AND INTERNATIONAL LAWS AND REGULATIONS.
FURTHER BUILDDIRECT DOES NOT PROVIDE ANY WARRANTIES AGAINST ERRORS, DEFECTS, MISTAKES, OR INACCURACIES OF DATA, CONTENT, INFORMATION, MATERIALS, REPORTS OR SUBSTANCE OF THE SITE, ANY UNAUTHORIZED ACCESS TO OR USE OF BUILDDIRECT’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE OR VIA ANY ELECTRONIC MAIL OR COMMUNICATION SENT BY BUILDDIRECT, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SITE, ANY DATA, CONTENT, INFORMATION, MATERIALS, OR SUBSTANCE OF THE SITE OR ANY SUBMITTED CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. THE SITE, AND ALL CONTENTS THEREIN, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU USE THE SITE AT YOUR SOLE RISK.
11.Limitation of Liability:
BUILDDIRECT DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN. YOU AGREE THAT BUILDDIRECT, ITS SUBSIDIARIES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, SERVICE PROVIDERS, DISTRIBUTORS AND OTHER REPRESENTATIVES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF OPPORTUNITY OR OF BUSINESS, OR OTHER DIRECT, PECUNIARY, NON-PECUNIARY, CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES HOWEVER CAUSED IN RELATION TO THESE TERMS OF SALE, THE SITE, YOUR USE OF THE SITE, OR YOUR PURCHASE OF ANY PRODUCT FROM THE SITE, REGARDLESS OF THE THEORY OF LIABILITY INCLUDING WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR ANY OTHER LEGAL THEORY EVEN IF SUCH DAMAGES WERE FORESEEABLE OR IF BUILDDIRECT WAS ADVISED OF THE POTENTIAL OF SUCH DAMAGES.
YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE SITE, THESE TERMS OF SALE, AND YOUR PURCHASE OF PRODUCTS OR SERVICES FROM BUILDDIRECT OR A SUPPLIER VIA THE SITE, BUILDDIRECT IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY YOU FOR YOUR ORDER THAT IS THE SUBJECT OF THE ALLEGED LIABILITY. THIS LIMITATION WILL APPLY REGARDLESS OF THE FORM OF ACTION (I.E. WHETHER THE LAWSUIT IS IN CONTRACT,TORT, INCLUDING NEGLIGENCE, WARRANTY OR ANY OTHER THEORY OF LIABILITY).
THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY TO THE FULL EXTENT PERMITTED BY LAW.
All references to monetary amounts, including prices, on the Site and in these Terms of Sale shall be in U.S. currency.
- These Terms of Sale and any sales thereunder shall be governed by the laws of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws rules. You and BuildDirect exclude the application of the United Nations Convention on Contracts for the International Sale of Goods or any other similar legislation to these Terms of Sale.
- The Site (excluding any third party linked websites) is controlled by BuildDirect from its offices within the Province of British Columbia, Canada. The Site can be accessed from all provinces and territories of Canada, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of the Province of British Columbia, by accessing the Site, You agree that all matters relating to access to, or use of, the Site, or any other hyperlinked website, shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein notwithstanding any conflict of laws principles.
- You also agree and hereby submit to the exclusive jurisdiction and venue of the courts of the Province of British Columbia and acknowledge that You do so voluntarily and are responsible for complying with local laws.
- For clarity, You hereby waive (1) any right to object to venue or jurisdiction based on inconvenient forum or for any other reason and (2) any statutory or other right pursuant to the laws of the jurisdiction in which You are a resident to have a court case or arbitral hearing relating to these Terms of Sale adjudicated or resolved in that jurisdiction.
- Any rule of interpretation, law or regulation that provides that language in a contract will be interpreted against the drafter will not apply to these Terms of Sale.
You agree that all disputes, controversies or claims between you and BuildDirect, whether or not such dispute involves a third party, arising out of, in connection with or in relation to your relationship or agreement with BuildDirect, these Terms of Sale, the purchase or use of products from BuildDirect and/or rights of privacy or confidentiality, including, without limitation, any and all disputes regarding: (i) the existence, validity, application, interpretation, performance, enforcement or termination of these Terms of Sale; or (ii) the quality, suitability, fitness, merchantability, durability, safety, design, manufacturing, distribution, sale, purchase, delivery, instruction, warning, performance or use of any product purchased from BuildDirect (collectively, a "Dispute") will be solely and exclusively referred to, and finally resolved by, binding arbitration pursuant to the provisions of the British Columbia Arbitration Act and/or the British Columbia International Commercial Arbitration Act (as applicable) and any amendments thereto. Such arbitration will be conducted pursuant to the Domestic Commercial Arbitration Rules of Procedure of the British Columbia International Commercial Arbitration Centre then in force (the “Arbitration Rules”). A single arbitrator will be appointed by agreement of the parties, or, in default of agreement, such arbitrator will be appointed in accordance with the Arbitration Rules. The arbitration will be governed by the laws of the Province of British Columbia and the laws of Canada as applicable. The arbitration will be held in Vancouver, British Columbia and will be conducted in the English language. The arbitrator will have jurisdiction to award costs of the arbitration (including attorney’s fees and disbursements and arbitrator fees and expenses). Any award of such arbitrator will be final and binding upon the parties. A judgment on the award of the arbitrator may be entered into any court having jurisdiction over the party or parties against whom an award may be issued and the parties agree to and hereby waive any defences against the enforceability and execution of any such judgment awarded by the arbitrator as contemplated in this Release. Where arbitration is prohibited or this section is unenforceable under applicable laws, the parties hereby agree to the exclusive jurisdiction of the courts of Vancouver, British Columbia, Canada with respect to any Disputes.
- These Terms of Sale may NOT be altered, supplemented, or amended by the use of any other document(s) or agreement except upon the express written agreement from an authorized representative of BuildDirect. Any attempt to alter, supplement or amend these Terms of Sale or to enter an order for product(s) which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a writing and signed by both You and BuildDirect.
The section headings used herein are for convenience of reference only and no construction or inference shall be derived therefrom.
The relationship between You and BuildDirect will be that of independent contractors, and neither party nor any of their respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of these Terms of Sale.
You may not assign, convey, subcontract or delegate Your rights, duties or obligations hereunder.
The parties agree that these Terms of Sale and all materials incorporated by reference herein will be drawn up in English. Les parties ont demande que cette convention ainsi que tous les document qui s’y rattchent soient rediges en anglias.
These Terms of Sale and the rights and obligations herein will be binding on and enure to the benefit of the parties and their successors and permitted assigns.
For purposes of these Terms of Sale, whenever the context requires (i) the singular number shall include the plural, and vice versa; and (ii) the masculine gender shall include the feminine and neuter genders, the feminine gender shall include the masculine and neuter genders, the neuter gender shall include the masculine and feminine genders.
Neither BuildDirect, any Supplier nor any agents or contractors thereof will be responsible for a failure to fulfill any obligations of such parties under these Terms of Sale or for any delay in satisfaction of such obligations nor for any damages of any kind in law or equity that You may suffer as a result of such failure or delay, if such failure or delay is due to circumstances beyond BuildDirect’s, a Supplier’s or their agents’ or contractors’ control including but not limited to any act of God or public enemy, acts of government, riots, strikes, quarantines, accidents, or the inherent nature or vice of goods transportation.
The failure by BuildDirect to insist on strict compliance with any provision of these Terms of Sale will not be deemed to be a waiver of such provision or any rights or remedies of BuildDirect under these Terms of Sale. Further no waiver by BuildDirect of a breach of these Terms of Sale by You shall constitute a waiver of any other breach, whether of the same or any other covenant, term or condition. The subsequent acceptance by BuildDirect of any breach of a covenant, term or condition by You shall not constitute a waiver of BuildDirect’s right to require performance by You at any time thereafter.
- These Terms of Sale and any other written materials incorporated by reference herein will be (i) deemed for all purposes to be a “writing” or “in writing” and to comply with all statutory, contractual and other legal requirements for a writing; (ii) legally enforceable as a signed writing as against the parties hereto; and (iii) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business.
- Electronic documents introduced as evidence in any judicial, arbitration, mediation or other proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.
These Terms of Sale shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.