Last updated: Nov 1, 2023

These Terms and Conditions ("Terms", "Terms and Conditions") govern your relationship with tdlcanada.ca website (the "Service") operated by TDL Canada Inc ("us", "we", or "our").

Please read these Terms and Conditions carefully before using the Service.

Your access to and use of the Service is based on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms and accept all legal consequences. If you do not agree to these terms and conditions, in whole or in part, please do not use the Service.

1. Applicability.
   • These terms and conditions of sale (these “Terms”) are the only terms which govern the sale of goods (“Goods”) by TDL Canada Inc. (“Seller”) to the buyer named in a purchase order, sales order, quotation, confirmation of sale or invoice, to which these Terms apply (“Buyer”, and together with Seller, each a “Party,” and collectively, the “Parties”). Notwithstanding anything herein to the contrary, if a written contract signed by both Parties is in existence covering the sale of the Goods covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. Buyer’s purchase of Goods shall be deemed to be Buyer’s agreement to abide by these Terms. If an individual is agreeing to these Terms on behalf of a company or other legal entity, such individual represents that such individual has the authority to bind such entity to these Terms.
   • The accompanying purchase order, sales order, quotation, confirmation of sale or invoice, to which these Terms apply (the “Sales Confirmation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the Parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted documentation to Seller referencing such terms. Fulfilment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.
2. Payment Terms. Buyer agrees to pay the purchase price for Goods set forth in a Sales Confirmation (the “Price”), without any deduction, set-off or counterclaim. Seller shall invoice Buyer in accordance with the payment schedule set forth in the applicable Sales Confirmation. Payment terms for all invoiced amounts shall be as set forth in an applicable Sales Confirmation, and absent same shall be thirty (30) days net of Buyer’s receipt of Seller’s invoice. Should payment not be made to Seller when due, such invoiced amount shall bear interest at the rate equal to the lesser of one percent (1%) per month or the maximum rate permitted by law until payment in full is made. Any such interest shall be in addition to (and not in lieu of) other remedies for default available to Seller. The charging of such interest shall not be deemed to be an agreement by Seller to grant any extension of time in the terms of payment.
3. Taxes. The amount of any sales, excise or other taxes and governmental charges, if any, applicable to the sale of Goods shall be added to the Price for Goods set forth in a Sales Confirmation and shall be paid by Buyer, unless Buyer provides Seller with an exemption certificate acceptable to the taxing authorities and/or unless otherwise agreed to by the Parties. Any taxes which Seller may be required to pay or collect under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption of Goods, including taxes upon or measured by the receipts from the sale thereof, shall be for the account of Buyer, who shall promptly pay the amount thereof to Seller upon demand.
4. Title; Delivery.
   • Goods shall be delivered on the date as determined by Seller and Buyer set forth in the applicable Sales Confirmation (“Delivery Date(s)”). All Goods shall be shipped to the address specified in the Sales Confirmation or otherwise agreed to by the Parties (“Delivery Location”). All Prices are Ex Works Seller’s applicable warehouse location (Incoterms® 2020), unless otherwise agreed to between Buyer and Seller, in writing. Risk of loss shall transfer to the Buyer upon tender of Goods to Buyer at the Delivery Location. Claims for Goods damaged or lost in transit shall be made by Buyer to the carrier, as Seller’s responsibility ceases upon tender of Goods to Buyer at the Delivery Location.
   • Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for Goods shipped whether such shipment is in whole or partial fulfilment of the applicable Sales Confirmation.
   • Buyer hereby grants to Seller a security interest in such Goods at any time delivered by Seller to Buyer, or in the possession of Seller, to the extent not fully paid for by Buyer, and in all replacements and substitutions thereof, all additions and accessories thereto, and all proceeds thereof, to secure payment of the applicable Price of all Goods, any collection costs, and any other debts owing to Seller by Buyer, and interest thereon. The security interest granted under this provision constitutes a purchase money security interest under applicable personal property security legislation.
5. Quantity; Non-Delivery.
   • If Seller delivers to Buyer a quantity of Goods of up to five percent (5%) more or less than the quantity set forth in the Sales Confirmation, Buyer shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods at the Price set forth in the Sales Confirmation adjusted pro rata.
   • Seller shall not be liable for any non-delivery of Goods (even if caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-delivery within seven (7) days of the date when Goods would in the ordinary course of events have been received.
   • Any liability of Seller for non-delivery of Goods shall be limited to replacing Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.
   • Buyer acknowledges and agrees that the remedies set forth in this Section 5 are Buyer’s exclusive remedies for the non-delivery of Goods.
6. Inspection and Rejection of Non-Conforming Goods.
   • Buyer shall inspect Goods within three (3) days of receipt (“Inspection Period”). Buyer will be deemed to have accepted Goods unless it notifies Seller in writing of any Non-conforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. “Non-Conforming Goods” means only the following: (i) Goods shipped are different than identified in the applicable Sales Confirmation; or (ii) Goods’ label or packaging incorrectly identifies the contents.
   • If Buyer timely notifies Seller of any Non-Conforming Goods, Seller shall, in its sole discretion, (i) replace such Non-Conforming Goods with conforming Goods, or (ii) credit or refund the Price for such Non-Conforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Non-Conforming Goods to the location directed by Seller. If Seller exercises its option to replace Non-Conforming Goods, Seller shall, after receiving Buyer’s shipment of Non-Conforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the Delivery Point.
   • Buyer acknowledges and agrees that the remedies set forth in this Section 6 are Buyer’s exclusive remedies in respect of Non-Conforming Goods.
7. Warranties; Indemnities.
   • Buyer acknowledges that Seller is not the manufacturer of Goods. Warranties for Goods, if any, are provided by the manufacturer of Goods. SELLER EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND COVENANTS, EITHER EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO ANY GOODS, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES O RCONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. All Information is provided to Buyer “as is”. To the extent authorized, Seller will pass through to Buyer any transferable Goods warranties, indemnities, and remedies provided to Seller by the manufacturer or vendor of Goods, including any warranties and indemnities for intellectual property infringement. Buyer’s, its affiliates’, and their respective customers’ sole and exclusive remedy relating to Goods will be the remedy afforded by the applicable manufacturer or vendor of such Goods to such parties.
   • SELLER IS NOT RESPONSIBLE FOR AND HAS NO DUTY TO DEFEND, INDEMNIFY, OR HOLD HARMLESS BUYER, ITS AFFILIATES, THEIR CUSTOMERS, OR ANY OTHER PARTY, FROM OR AGAINST ANY CLAIMS, DEMANDS, OR CAUSES OF ACTION, INCLUDING ANY DAMAGES, COSTS OR EXPENSES INCURRED BY SUCH PARTIES, ARISING FROM OR RELATING TO THE ACTUAL OR ALLEGED PRODUCT LIABILITY, BREACH OF SECURITY, LOSS OF DATA, OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS RELATED (DIRECTLY OR INDIRECTLY) TO THE MANUFACTURE, SALE, OR USE OF GOODS. BUYER WARRANTS THAT IT HAS ALL NECESSARY LEGAL RIGHTS TO ALL INTELLECTUAL PROPERTY IT PROVIDES TO SELLER. BUYER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER, ITS AFFILIATES, AND ITS VENDORS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY LIABILITIES,LOSSES, DAMAGES, COSTS OR EXPENSES OF ANY KIND (INCLUDING REASONABLE LEGAL FEES AND DISBURSEMENTS) ARISING OR RESULTING FROM CLAIMS, DEMANDS, ACTIONS OR PROCEEDINGS OF ANY KIND ARISING FROM OR RELATING TO: (i) BUYER’S USE,MARKETING, DISTRIBUTION OR SALE OF GOODS IN A MANNER OTHER THAN AS SPECIFIED IN GOODS DESCRIPTIONS OR SPECIFICATIONS; (ii) SELLER’S OR ITS VENDOR’S COMPLIANCE WITH DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS PROVIDED BY BUYER; (iii) BUYER’S BREACH OF THESE TERMS OR ACTS OR OMISSIONS OF BUYER, ITS AFFILIATES, ITS AGENTS, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS OR DIRECTORS; OR (iv) VIOLATION OR ALLEGED VIOLATION OF ANY APPLICABLE LAWS OR REGULATIONS BY BUYER OR ITS AFFILIATES.
8. Limitation of Liability. Seller will have no liability for: (i) failure to allocate or reserve any Goods for Buyer; (ii) failure to deliver Goods within a specified time period; (iii) availability and/or delays in delivery of Goods; (iv) discontinuation of Goods, product lines, or any part thereof; (v) cancellation of any orders; or (vi) shortages on shipments of Goods shipped under seal where the seal is not intact upon delivery by the carrier. THE ONLY LIABILITY SELLER WILL HAVE WITH RESPECT TO ANY DAMAGED OR DEFECTIVE GOODS WILL BE THE RIGHTS DESCRIBED IN SECTION 6 OF THESE TERMS. BUYER AGREES THAT SELLER’S LIABILITY FOR DAMAGES ARISING UNDER THESE SALESTERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL BE LIMITED TO ACTUAL, PROVEN, DIRECT DAMAGES AND WILL NOT EXCEED THE NET AMOUNT PAID TO SELLER BY BUYER FOR THOSE GOODS WHICH ARE THE SUBJECT OF THE CLAIM. TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER WAIVES ANY CLAIMS, DEMANDS, CAUSES OF ACTION, OR RECOVERIES FOR INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING PURSUANT TO A SALES CONFIRMATION AND THESE TERMS OR OTHERWISE WITH RESPECT TO THE SALE OF GOODS, OR FAILURE TO PERFORM IN ACCORDANCE WITH THESE TERMS, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INJURY TO PERSONS OR PROPERTY, BUSINESS INTERRUPTION OR DAMAGE TO BUSINESS REPUTATION OR LOSS OF GOODWILL, LOSS OF DATA, OR SECURITY BREACH, REGARDLESS OF THE THEORY UPON WHICH ANY CLAIM MAY BE BASED, AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY TORT OR STATUTORY CAUSES OF ACTION. BUYER EXPRESSLY WAIVES ALL CLAIMS FOR ALL SUCH DAMAGES. THIS SECTION 8 WILL SURVIVE ANY TERMINATION OF THESE TERMS. THE OBLIGATIONS OF SELLER AND ANY OF ITS AFFILAITES AND SUBSIDIARIES UNDER THESE TERMS ARE THE SEVERAL OBLIGATIONS OF EACH SUCH ENTITY, AND NOTHING HEREIN WILL CREATE ANY JOINT AND SEVERAL LIABILITY BETWEEN OR AMONG SELLER AND ANY OF ITS AFFILAITES AND SUBSIDIARIES.
9. Compliance with Laws. Each Party agrees to abide by all laws and regulations applicable to its performance of its obligations pursuant to a Sales Confirmation and these Terms. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under a Sales Confirmation and these Terms. Buyer shall comply with all export and import laws of all countries involved in the sale of Goods in respect of a Sales Confirmation and these Terms or any resale of Goods by Buyer. Buyer assumes all responsibility for the acquisition of government import clearance, where applicable. Seller may terminate a Sales Confirmation if any governmental authority imposes anti-dumping or countervailing duties or any other penalties on Goods.
10. Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement and such failure continues for seven (7) days after Buyer’s receipt of written notice of non-payment; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
11. Confidentiality. Each Party acknowledges that it may receive or become aware of confidential information and trade secrets of the other Party (collectively “Confidential Information”). Confidential Information includes all non-public information, technical data, or know-how, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, software, software code, documentation, developments, inventions, lists, trade secrets, processes, designs, drawings, engineering, hardware configuration information, supplier, business, marketing or finances, which is designated in writing to be confidential or proprietary or is information that should reasonably be understood to be confidential under the circumstances. The receiving Party agrees to maintain and protect the confidentiality of all of the disclosing Party’s Confidential Information of which it becomes aware (whether or not identified or marked as confidential at the time of its disclosure) and not disclose such Confidential Information to any person, firm, or entity other than its own employees who have a need to know such Confidential Information for purposes of these Terms, and the receiving Party shall preserve and protect the confidentiality of all Confidential Information of which it becomes aware using the same degree of care that it uses to protect its own trade secrets, but never less than reasonable care. Further, the receiving Party shall not use or disclose any Confidential Information for any purpose not permitted by these Terms. The restrictions on disclosure set forth above shall not apply when, and to the extent that, Confidential Information: (a) is part of the public domain through no action or failure to act by the receiving Party; (b) is made available to the general public by the disclosing Party or a third party who is lawfully in possession of such information, not as a result of any action or failure to act on the part of the receiving Party; (c) was previously known to the receiving Party free of any obligation to keep it confidential; (d) is subsequently disclosed to the receiving Party free of any obligation to keep it confidential; or (e) is independently developed by the receiving Party or a third party other than in breach of these Terms. The Parties agree that violations of this Section 11 are likely to cause irreparable harm and therefore the disclosing Party may seek immediate injunctive relief without the need of posting bond in the event of any such violation. Further, either Party may disclose Confidential Information of the other Party if required to do so by court order or other legal process; provided, that, the Party required to make such disclosure delivers to the other Party written notice thereof sufficiently in advance of the required disclosure to permit the other Party to seek a protective order or other limitation with respect thereto; and, provided, further, that the Party required to make such disclosure discloses only the Confidential Information required to be so disclosed.
12. Relationship of the Parties. The Parties are independent contractors. Neither a Sales Confirmation nor these Terms shall create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
13. Force Majeure. Seller will provide Goods as indicated in an applicable Sales Confirmation, or as modified by these Terms, but Seller assumes no responsibility or liability and will accept no chargebacks for loss or damage due to delay or inability to deliver that is beyond Seller’s reasonable control including, but not limited to, liability for Seller’s non-performance caused by pandemic, flood, fire, earthquake or explosion, war, terrorism, invasion, riot, or other civil unrest, actions, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including but not limited to imposing an embargo, export or import restriction, quota or other restriction or prohibition, or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation facilities. If any of the foregoing events occurs, Seller shall give notice to Buyer within ten (10) days after becoming aware of the commencement of any such event and shall take all reasonable steps to avoid or remove such cause of non-performance and shall resume performance hereunder whenever such causes are removed. If Seller is unable to remove such cause of non-performance and cannot resume performance within thirty (30) days of giving notice to Buyer, then Buyer may, at its option, and in its sole discretion terminate an applicable Sales Confirmation without further liability to Seller. Upon such termination, Seller shall refund any amounts paid by Buyer to Seller, except with respect to Goods previously delivered to Buyer.
14. Governing Law. These Terms and each Sales Confirmation shall be construed according to and governed by the laws of the province of Ontario and the laws of Canada applicable therein, without giving effect to the principles of conflicts of laws thereof. Subject to Section 15, Buyer and Seller irrevocably submit to the exclusive jurisdiction of the Ontario Superior Court of Justice in Kingston, Ontario, Canada, with respect to any dispute or matter relating to these Terms or a Sales Confirmation. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or any Sales Confirmation or to the purchase and sale of any Goods hereunder.
15. Dispute Resolution.
    • Negotiation. In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, non-performance, validity or breach of these Terms or otherwise arising out of, or in any way related to these Terms or the transactions contemplated hereby (collectively, “Agreement Disputes”), the Parties shall negotiate for a reasonable period of time to settle such Agreement Dispute; provided, that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed forty-five (45) days from the time of receipt by a Party of written notice of such Agreement Dispute (“Dispute Notice”).
    • Mediation. If, within forty-five (45) days after receipt by a party of a Dispute Notice, the Parties have not succeeded in negotiating a resolution of the Agreement Dispute, the Parties agree to submit the Agreement Dispute at the earliest possible date to non-binding commercial mediation. The Parties agree to participate in good faith in the mediation and negotiations related thereto for a period of thirty (30) days or such longer period as they may mutually agree following the initial mediation session (the “Mediation Period”).
    • Binding Arbitration. If an Agreement Dispute submitted to mediation has not been resolved for any reason after (45) days after the Mediation Period, the Parties will submit the dispute to binding arbitration at a mutually agreed location in Ontario, Canada. Any arbitration award may be enforced by a party in any court of competent jurisdiction.
    • Costs. The Parties will share equally the costs of mediation; provided, however, that each Party shall bear its own costs in connection with arbitration.
16. General. No Sales Confirmation nor the rights and obligations set forth in these Terms may be assigned by either Party without the written consent of the other. A change of control shall be considered an assignment for the purposes of the foregoing. No waiver of any term or condition hereunder shall be valid unless in writing and signed; provided, that either Party may, with the consent of the other Party, such consent not to be unreasonably withheld, assign or transfer its rights and obligations under these Terms in connection with a merger, consolidation, reorganization, sale of securities, sale of assets, sale of business or other similar transaction, further provided, that the assignee or transferee agrees in writing to be bound by these Terms. These Terms shall not be construed against the Party preparing them, but shall be construed as if both Parties jointly prepared these Terms and any uncertainty or ambiguity shall not be interpreted against any one Party. If any provision hereof is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable and these Terms shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been made a part hereof. The remaining provisions herein shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provisions or by their severance herefrom. Any notice to be provided pursuant to these Terms shall be in writing and will be personally delivered, sent prepaid by reputable overnight courier service or sent by e-mail transmission. Notice will be given when personally delivered, or when sent by e-mail transmission or one (1) business day after deposit with the overnight courier. The address for notice shall be as set forth in an applicable Sales Confirmation, or as otherwise provided by the Parties, one to the other, from time to time. Any terms and conditions herein which, by their nature, extend beyond the termination, including without limitation Sections 2, 3, and Section 7 through to and including Section 17 shall survive the termination or expiration of a Sales Confirmation.

Entire Agreement. These Terms, together with all Sales Confirmations between the Parties, constitute the entire, complete, and exclusive agreement between the Parties with respect to the subject matter hereof and contains all the agreements and conditions of sale. No course of dealing or usage of the trade shall be applicable unless expressly incorporated into a Sales Confirmation. These Terms may not be added to, modified, superseded or otherwise altered except by a written modification signed by each Party. All transactions between the Parties in respect of Goods shall be governed solely by these Terms.

Availability, Errors and Inaccuracies

In order to provide exceptional service, and accuracy, we regularly update the products and services on the Service.

We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Despite our best efforts, the products or services available on our Service may have an error regarding the price, be inaccurately described, or be unavailable.

We may experience delays in updating information on the Service and in our advertising on other websites.

Contests, Sweepstakes and Promotions

Any contests, sweepstakes, or other promotions (collectively, "Promotions") made available through the Service may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will apply.

Promotions may be available for a limited time.

Accounts

When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.

You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

Copyright Policy

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Service infringes the copyright or other intellectual property infringement ("Infringement") of any person.

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, you must submit your notice in writing to the attention of "Copyright Infringement" of admin@tdlcanada.ca and include in your notice a detailed description of the alleged Infringement.

You may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Content is infringing your copyright.

Intellectual Property

The Service and all contents, including but not limited to text, images, graphics or code are the property of TDL Canada Inc and are protected by copyright, trademarks, database and other intellectual property rights. You may display and copy, download or print portions of the material from the different areas of the Service only for your own non-commercial use, or to place an order with TDL Canada Inc. Any other use is strictly prohibited and may violate copyright, trademark and other laws. These Terms do not grant you a license to use any trademark of TDL Canada Inc or its affiliates. You further agree not to use, change or delete any proprietary notices from materials downloaded from the Service.

Links To Other Web Sites

The Service may contain links to third-party web sites or services that are not owned or controlled by TDL Canada Inc.

TDL Canada Inc has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that TDL Canada Inc shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

Termination

We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach the Terms.

All provisions of the Terms shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.

Indemnification

You agree to indemnify, defend and hold harmless TDL Canada Inc, its principals, officers, directors, representatives, employees, contractors, licensors, licensees, suppliers and agents, from and against any claims, losses, damages, losses, obligations, costs, actions or demands.

These include but are not limited to: (a) legal and accounting fees resulting from your use of the Service; (b) your breach of any of these Terms; (c) anything you post on or upload to the Service; and (d) any activity related to your account. This includes any negligent or illegal conduct by you, any person or entity accessing the Service using your account whether such access is obtained via fraudulent or illegal means.

Limitation Of Liability

TDL Canada Inc, its directors, employees, partners, agents, suppliers, or affiliates, shall not be liable for any loss or damage, direct or indirect, incidental, special, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, resulting from (i) your access to or use of the Service; (ii) your inability to access or use the Service; (iii) any conduct or content of any third-party on or related to the Service; (iiv) any content obtained from or through the Service; and (v) the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Disclaimer And Non-Waiver of Rights

TDL Canada Inc makes no guarantees, representations or warranties of any kind as regards the website and associated technology. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, except as provided for under the laws of any province in Canada. In such cases, the provincial law shall apply to the extent necessary.

TDL Canada Inc its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

If you breach any of these Terms and TDL Canada Inc chooses not to immediately act, or chooses not to act at all, TDL Canada Inc will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. TDL Canada Inc does not waive any of its rights. TDL Canada Inc shall not be responsible for any purported breach of these Terms caused by circumstances beyond its control. A person who is not a party to these Terms shall have no rights of enforcement.

You may not assign, sub-license or otherwise transfer any of your rights under these Terms.

Exclusions

As set out, above, some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you. Provincial laws of Canada may apply to certain products and service provided.

Governing Law

These Terms shall be governed by, and interpreted and enforced in accordance with, the laws in the Province of Ontario and the laws of Canada, as applicable.

If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then any remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements, oral or otherwise, regarding the Service.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Contact Us

If you have any questions about these Terms, please contact us.

• By email: admin@tdlcanada.ca

 

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