Terms and Conditions
TERMS AND CONDITIONS OF SALE
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
These Terms and Conditions of Sale bind MICCA Solutions. and all of its affiliates selling Goods in Canada (“MICCA Solutions”) and its customer (“Buyer”) regarding the sale by and purchase from MICCA Solutions of products (“Goods”) in Canada. By accepting delivery of Goods from MICCA Solutions, Buyer agrees to be bound by these Terms and Conditions of Sale.
- TERMS AND CONDITIONS TO GOVERN. These Terms and Conditions of Sale supersede all prior agreements, proposals and discussions between the parties with respect to the purchase and sale of Goods. Any additional, inconsistent or different terms or conditions contained in Buyer’s purchase order or other documents submitted to MICCA Solutions by or on behalf of Buyer at any time, whether before or after the date hereof, shall be deemed a material alteration and not a rejection of these Terms and Conditions of Sale, and are hereby expressly rejected by MICCA Solutions. These Terms and Conditions of Sale shall be deemed accepted by Buyer without any such additional, inconsistent or different terms and conditions. Unless otherwise specified, these Terms and Conditions of Sale shall continue in effect until the expiration of the applicable statute of limitations. Unless otherwise expressly set forth in these Terms and Conditions, only the corporate officers of MICCA Solutions shall have the legal authority to modify or amend any provision of these Terms and Conditions or any MICCA Solutions warranty. No such modification or amendment will be valid or binding upon MICCA Solutions unless agreed to in writing and signed by an authorized corporate officer of MICCA Solutions. An employee of MICCA Solutions who is not an authorized corporate officer of MICCA Solutions has no actual, apparent, or implied authority to legally bind MICCA Solutions in any manner whatsoever.
- ONLINE STORE TERMS. By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority/consent in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws). You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services.
- ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION. We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or timelier sources of information. Any reliance on the material on this site is at your own risk. This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site and affiliated sites as needed.
- PRICES. Unless otherwise specified in writing by an authorized corporate officer or a Manager of Sales of MICCA Solutions, all prices shall be as set forth in the price listed on this website, which price listed are subject to change without notice to Buyer. Upon a change to the prices set forth on any Price Listed, all orders previously submitted will be billed at the price at the time of ordered submittal. All prices are exclusive of taxes, customs, duties and insurance, and any and all current or future tax or governmental charges (including, without limitation, Federal Goods and Service Tax, Provincial Sales Tax and Harmonized Sales Tax) applicable to the sale, delivery, shipment, storage or use of the Goods that MICCA Solutions is required to pay or collect, shall be for Buyer’s account and shall be added to the price and not subject to reduction.
- PAYMENT TERMS. Unless otherwise specified in writing by an authorized corporate officer or a Manager of Sales of MICCA Solutions, the payment terms shall be as identified in the Price Listed. Buyer shall be liable for all expenses attendant to collection of past due amounts, including attorneys’ fees and costs. MICCA Solutions shall have the right to set-off any amounts owing from Buyer against any amounts payable to Buyer. In the event that MICCA Solutions determines, at any time in its sole and absolute discretion, that it does not want to sell Goods to the Buyer, including if it determines in its sole discretion that the credit of Buyer or of any person or entity providing credit support for Buyer’s obligations to MICCA Solutions is or becomes impaired, or there is any reason to doubt the enforceability or sufficiency of any agreement, instrument or document supporting Buyer’s obligations to MICCA Solutions, MICCA Solutions shall have the right, among any other rights provided by applicable law, to declare immediately due and payable any and all amounts owed by Buyer to MICCA Solutions, whether under these Terms and Conditions of Sale or otherwise, and to suspend and/or terminate further production, shipment, and delivery of Goods to Buyer under any order, whether under these Terms and Conditions of Sale or otherwise, until it determines, in its sole discretion, that it will sell Goods to the Buyer, and that credit arrangements satisfactory to MICCA Solutions in its sole discretion have been established. If Buyer desires credit from MICCA Solutions, or if any such credit is provided to Buyer, or performance assurance is required by MICCA Solutions of Buyer, Buyer will provide to MICCA Solutions the financial information requested.
- SHIPMENT; TITLE; RISK OF LOSS. MICCA Solutions reserves the right to accept or refuse any order for Goods received at its sole discretion. All shipping dates are approximate and not guaranteed. No delivery delay will entitle Buyer to a charge back, set off or claim for direct, indirect, incidental or consequential or other damages of any kind. Title and risk of loss shall pass from MICCA Solutions to Buyer once the Goods are loaded on the first carrier at MICCA Solutions facility or partner’s facility, and all claims for loss or damage from that point in time and on, including in transit, must be filed against the carrier by Buyer. Buyer shall pay freight if agreed, unless prepaid, and shall unload shipments promptly. Any increase in freight rates for shipments, whether prepaid or not, and all demurrage shall be borne by Buyer if applied. Restrictions on delivery and any delivery discounts or surcharges shall be set forth in the Price Listed.
- EXCUSE OF PERFORMANCE. MICCA Solutions will be excused from performance hereunder or otherwise if performance is prevented or delayed due to acts of God, war, terrorism, riot, fire, labour trouble (including strikes, lockouts and labour shortages), failure of computer or telecommunications systems to operate properly, destruction or loss of electronic records or data, plant shutdowns, unavailability of materials or components, unavailability of or delays in transportation, insufficient production capacity, unavailability or shortage of fuel products, explosion, accident, compliance with governmental requests, laws, regulations, orders or actions, or other unforeseen circumstances or other causes beyond MICCA Solutions reasonable control. In any such event, MICCA Solutions may, without liability, allocate and distribute the Goods among its customers in such proportions, including to the exclusion of some customers such as Buyer, as MICCA SOLUTIONS, in its sole discretion, determines.
- WARRANTY. UNLESS THE GOODS ARE SUBJECT TO AN EXPRESS LIMITED WARRANTY OR FULL WARRANTY PROVIDED BY MICCA SOLUTIONS AS SET FORTH ON MICCA SOLUTIONS’S WEBSITE, THE GOODS ARE SOLD “AS IS, WITH ALL FAULTS”, WITHOUT RECOURSE, AND MICCA SOLUTIONS DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY CONDITIONS OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PRIVATE LABEL GOODS, GOODS DESCRIBED AS “SECONDS”, “ECONOMY”, “DAMAGED”, “OFF-GRADE”, AND OTHER SIMILAR DESIGNATIONS ARE DEEMED TO BE SOLD “AS IS, WITH ALL FAULTS”.
- LIMITATION OF REMEDY AND LIABILITY. IF THE GOODS ARE SUBJECT TO A LIMITED WARRANTY OR OTHER WARRANTY PROVIDED BY MICCA SOLUTIONS AS SET FORTH ON MICCA SOLUTIONS WEBSITE, THE SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY NATUREARISING FROM THE FAILURE OF THE GOODS TO CONFORM TO THE APPLICABLE WARRANTY SHALL BE LIMITED TO THE REMEDY SPECIFIED IN THE APPLICABLE WARRANTY. UNLESS OTHERWISE EXPLICITLY SET FORTH IN AN APPLICABLE LIMITED WARRANTY OR OTHER WARRANTY, IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL MICCA SOLUTIONS’S CUMULATIVE LIABILITY EXCEED THE PURCHASE PRICE FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. MICCA SOLUTIONS SHALL NOT IN ANY EVENT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE. BUYER AGREES THAT IN NO EVENT SHALL MICCA SOLUTIONS’S LIABILITY TO BUYER INCLUDE INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES. THE TERM “CONSEQUENTIAL DAMAGES” SHALL INCLUDE, BUT SHALL NOT BE LIMITED TO, COST FOR LABOUR, LOSS OF ANTICIPATED PROFITS, LOSS OF USE, LOSS OF REVENUE, AND COST OF CAPITAL.
- REJECTION OF NON-CONFORMING GOODS. Unless otherwise set forth in an express limited warranty or other warranty, for the applicable Goods, as set forth on MICCA Solutions website, rejection of non-conforming Goods must be made by Buyer in writing within ten (14) days of receipt, and all defects ascertainable at the time of giving notice shall be stated with particularity or deemed waived. In the event of any complaint, shipment shall be held intact, and specification of objections, accompanied by tally of objectionable Goods, shall be submitted directly to MICCA Solutions. If requested by MICCA Solutions, Buyer shall provide a requested sample of the purported non-conforming Goods, at Buyer’s expense. If full credit is allowed by MICCA Solutions for non-conforming goods and unless otherwise set forth in a limited warranty or other warranty provided by MICCA Solutions as set forth on MICCA Solutions website, the Goods must be retained intact at the delivery point, and MICCA Solutions shall have 90 days from the date of such allowance to dispose of such Goods as it determines. Under no circumstances are Goods to be returned to MICCA Solutions unless Buyer has written permission of MICCA Solutions Plant Manager and Director of Sales to do so. A claim that Goods are non-conforming or any other claim shall not entitle Buyer to deduct any sum from any invoice unless such claim and deduction has been allowed and acknowledged by MICCA Solutions in writing. Invoices shall be paid in full in accordance with the Price Listed, and, in the event of subsequent allowance by MICCA Solutions of any claim, MICCA Solutions shall promptly make payment to Buyer for the amount so allowed.
- RETURN OF GOODS. Return of Goods other than pursuant to Section 9 shall require the prior written approval of MICCA Solutions Plant Manager and/or Manager of Sales, or alternatively, MICCA Solutions Controller. In no event will returns be accepted after ninety (90) days from the delivery date. Goods pre-approved for return will be subject to restocking, reconditioning and repackaging charges, all as set forth in the Price Listed.
- FURTHER HANDLING. Buyer shall indemnify, defend and hold harmless MICCA Solutions, its affiliates and their respective officers, directors, managers, employees, representatives and agents from and against, any and all claims, losses, liabilities, costs and expenses (including attorneys’ fees) arising out of or resulting from the use, handling, manufacture, processing, alteration, distribution, sale or marketing of the goods, or any other action or inaction with regard to the Goods, in each case after the delivery thereof to Buyer; provided however, that Buyer shall not be liable to MICCA Solutions for damages directly caused by the sole negligence of MICCA Solutions or by MICCA Solutions breach of MICCA Solutions applicable written limited or other warranty set forth at miccasol.com or provided upon request.
- EXPORT CONTROL REGULATIONS. All Goods sold by MICCA Solutions are subject to the export control laws of Canada and/or the United States of America, and Buyer agrees not to divert or resell the Goods contrary to such laws. If any license or consent of any government or other authority is required for the acquisition, carriage or use of product by Buyer, Buyer will obtain the same at its expense and provide evidence of the same to MICCA Solutions on request. Failure to do so will entitle MICCA Solutions to withhold or delay shipment, but failure to do so will not entitle Buyer to withhold or delay payment of the price therefor. Any expenses or charges incurred by MICCA Solutions resulting from such failure will be paid for by Buyer within ten (10) days of receipt of MICCA Solutions written request.
- GOVERNING LAW; SEVERABILITY. These Terms and Conditions of Sale shall be governed by the laws of the Province of Ontario, Canada, without reference to the choice of law, conflicts of law, or principles of any other province or country which might otherwise be applied. If any provision of these Terms and Conditions of Sale is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired, and the parties shall use their best efforts to substitute a valid, legal and enforceable provision, which, insofar as practical, implements the purpose of these Terms and Conditions of Sale. Without limiting the generality of the foregoing, some provinces may not allow an exclusion of certain implied warranties or conditions or limitation of certain incidental, consequential or other damages. In such event, Sections 7 and 8 shall be construed to the greatest extent permissible to implement the purpose of these Terms and Conditions of Sale.
- MISCELLANEOUS. These Terms and Conditions of Sale shall be binding on and inure to the benefit of the respective successors and permitted assigns of the parties. Buyer shall not assign its rights or obligations under these Terms and Conditions of Sale without MICCA Solutions prior written consent, which may be withheld for any reason in MICCA Solutions sole discretion. Any assignment by Buyer except as permitted herein shall be null and void. Unless otherwise explicitly set forth in the applicable warranty, no warranty shall be assignable under any circumstances. No waiver of any provision of these Terms and Conditions of Sale by an authorized corporate officer of MICCA Solutions will be valid unless the same is in writing and signed by such officer. MICCA Solutions reserves the right to unilaterally modify or amend any portion of these Terms and Conditions of Sale at any time without prior notice effective immediately upon posting at the MICCA Solutions website. The current version of these Terms and Conditions of Sale and any modifications or amendments supersede all prior versions of these Terms and Conditions of Sale. The most current version of these Terms and Conditions of Sale may be found at the MICCA Solutions website and is also available upon request.