By accessing any websites of TTWILI or otherwise indicating acceptance as set forth below, you are agreeing to the following terms and conditions (as modified from time to time), and each time that you access TTWILI you reassert your agreement. If you do not agree with these terms and conditions, then you may not access or use ttwili.ca or any other TTWILI website.
1. Terms and Conditions of Sale
All sales of products and finished goods offered and supplied by TTWILI ("Seller") to its customer ("Buyer") for resale ("Products") shall be pursuant to the following standard terms and conditions. Any conflicting terms in your purchase order or elsewhere are without effect unless signed by the applicable party(ies). All Buyer purchases from TTWILI are deemed to be purchases pursuant to a written agreement.
a. ACCEPTANCE: Buyer's acceptance of these Terms and Conditions shall be indicated by any of the following, whichever first occurs: (a) Buyer's written acknowledgement hereof, (b) Buyer's submission of an order to TTWILI, regardless of whether the Product(s) ordered is ever delivered or if the purchase order is completely or partially fulfilled, rejected, modified or cancelled; (c) Buyer's receipt of any part of the items specified for delivery in any purchase order submitted to TTWILI, (d) Buyer's application for credit submitted to TTWILI, (e) accessing any TTWILI e-commerce website, or (f) any other act or expression of acceptance by Buyer. Buyer's acceptance is expressly limited to the Terms and Conditions in their entirety without addition, modification or exception and any term, condition, or proposal hereafter submitted by Buyer.
b. ORDERS: TTWILI reserves the right to schedule and reschedule any order, with notice to Buyer, at TTWILI's reasonable discretion, and to decline any order for any reason, or no reason, in TTWILI's sole discretion.
c. DELIVERY: Delivery shall be made in accordance with the shipping policy in effect on the date of shipment. Product title and risk of loss will transfer to Buyer upon TTWILI tendering the Product for delivery to the carrier (F.O.B. Origin). If Buyer requests special shipping or handling, including expedited shipment, third-party billing, or freight collect, Buyer shall be responsible for filing claims with the carrier and all freight and handling costs. Buyer shall pay for any special routing, packing, handling or insurance requested by Buyer and agreed to by TTWILI. Orders shipped under special routing instructions must be separately agreed upon and may be subject to additional charges. TTWILI will not be subject to requirements of non-compliance programs of Buyer, including charges for product delays, missing/inaccurate shipping documents, labeling or product markings.
Buyer shall promptly notify Seller, no later than 30 days from invoice date, of any claimed shortages or rejection as to any delivery, except for deliveries that reveal external shipping damage, which, in some instances, must be refused immediately upon delivery by the carrier. Such notice shall be in writing and shall be reasonably detailed stating the grounds for any such rejection. Failure to provide any such notice within such time shall be deemed an acceptance in full of any such delivery.
d. PRICES: Prices payable by Buyer for the Products are specified on the invoice. Seller does not offer price protection. Buyer shall bear all applicable federal, state, provincial, municipal, and other government taxes (such as sales, use and similar taxes), as well as import or customs duties, license fees and similar charges, however designated, levied on this sale or the Products (or the delivery thereof) or measured by the purchase price hereunder. Seller's prices do not include such taxes, fees, and charges. Exemption certificates must be presented prior to shipment if they are to be honored. To the extent any sale is made without the prior receipt of a valid exemption certificate, Seller expressly reserves the right to include on the invoice for such sale, or to separately invoice Buyer for all applicable taxes, fees and charges and Buyer agrees that these amounts shall be immediately due and payable.
e. PAYMENT TERMS: Buyer shall provide all financial information reasonably requested by TTWILI from time to time for the purpose of establishing or continuing Buyer's credit limit. Buyer agrees that TTWILI shall have the right to decline or extend credit to Buyer and to require that the applicable purchase price be paid prior to shipment. TTWILI shall have the right from time to time, without notice, to change or revoke Buyer's credit limit based on changes in TTWILI's credit policies or Buyer's financial condition and/or payment record. Buyer shall not deduct any amounts from any TTWILI invoice without TTWILI's express written approval, which approval shall be contingent upon Buyer providing all supporting documentation for such deduction as required by TTWILI. Any authorized deductions for returned Products must include Buyer's customer tracking number and TTWILI Return Merchandise Authorization ("RMA") number. Deductions received by TTWILI without advance notice will be denied. No Program fees may be deducted from invoices.
If Buyer fails to make timely payment of any amount invoiced by TTWILI, TTWILI shall have the right, in addition to any and all other rights and remedies available to TTWILI at law or in equity, to immediately revoke any or all credit extended, to delay or cancel future deliveries and/or to reduce or cancel any or all quantity discounts extended to Buyer. Buyer shall pay all costs of collection including reasonable attorneys' fees. A service charge of the greater of two (2%) per month or the maximum amount allowed by law will be charged on all past due balances commencing on the date payment is due.
f. PRODUCT RETURNS: Return of Products purchased from TTWILI shall be governed by TTWILI's product return policies in effect on the date of return. TTWILI reserves the right to modify or eliminate such policies at any time. Although policies may permit Buyer to return Products claimed to be defective under certain circumstances.
g. WARRANTIES; INDEMNITY: Buyer acknowledges that TTWILI is not the manufacturer of the Products that will be sold to it, and that TTWILI therefore will have no responsibility for, among other things, product warranties. Product warranties, if any, are provided by the manufacturer or publisher of the Products. TTWILI's sole obligation (and Buyer's sole remedy) in the event of breach of any warranty shall be to assist the Buyer in its efforts to have the manufacturer repair or replace defective Product(s).
THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT AND FOR ALL OTHER OBLIGATIONS OR LIABILITIES ON TTWILI'S PART.
TTWILI NEITHER ASSUMES, NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR TTWILI, ANY OTHER LIABILITY IN CONNECTION WITH THE SALE OF PRODUCTS TO BUYER. THIS WARRANTY SHALL NOT APPLY TO ANY UNITS OF PRODUCTS WHICH SHALL HAVE BEEN REPAIRED OR ALTERED OTHER THAN BY TTWILI OR WHICH SHALL HAVE BEEN SUBJECT TO MISUSE, NEGLIGENCE, OR ACCIDENT. TTWILI SHALL NOT BE LIABLE FOR PERSONAL INJURY RESULTING DIRECTLY OR INDIRECTLY FROM THE DESIGN, MATERIAL, OPERATION OR INSTALLATION OF ANY UNITS OF PRODUCTS.
Buyer further acknowledges that TTWILI will have no responsibility for any claims for infringement of intellectual property rights pertaining to distribution, sale or use of the Products. TTWILI SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY OR HOLD HARMLESS BUYER FROM AND AGAINST ANY OR ALL DAMAGES AND COSTS INCURRED BY BUYER ARISING FROM THE INFRINGEMENT OF PATENTS OR TRADEMARKS OR THE VIOLATION OF COPYRIGHTS.
h. LIMITATION OF LIABILITY: TTWILI SHALL NOT BE LIABLE TO BUYER OR ANY OTHER PARTY FOR ANY LOSS, DAMAGE, OR INJURY THAT RESULTS FROM THE USE OR APPLICATION BY BUYER OR ANY OTHER PARTY, OF PRODUCTS DELIVERED TO BUYER, UNLESS THE LOSS OR DAMAGE RESULTS DIRECTLY FROM THE INTENTIONALLY TORTIOUS OR FRAUDULENT ACTS OR OMISSIONS OF TTWILI. IN NO EVENT SHALL TTWILI BE LIABLE TO BUYER OR ANY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, OR ANY AGREEMENT INTO WHICH THEY ARE INCORPORATED, OR ANY PERFORMANCE OR NONPERFORMANCE UNDER THESE TERMS AND CONDITIONS BY TTWILI, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS, IN EXCESS OF THE NET PURCHASE PRICE OF THE PRODUCTS OR SERVICES ACTUALLY DELIVERED TO AND PAID FOR BY BUYER HEREUNDER. IN NO EVENT SHALL TTWILI BE LIABLE TO BUYER OR ANY OTHER PARTY FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF GOOD WILL, LOSS OF ANTICIPATED PROFITS, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH TTWILI'S BREACH OF, OR FAILURE TO PERFORM IN ACCORDANCE WITH ANY OF THESE TERMS AND CONDITIONS, OR THE FURNISHING, INSTALLATION, SERVICING, USE OF PERFORMANCE OF ANY PRODUCTS OR INFORMATION TTWILI SHALL PROVIDE HERE UNDER, EVEN IF NOTIFICATION HAS BEEN GIVEN AS TO THE POSSIBILITY OF SUCH DAMAGES.
2. Limitation of Liability
Except as specifically stated herein, neither TTWILI nor any of its directors, employees or other representatives will be liable for damages arising out of or in connection with your use of any TTWILI website. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential