Terms and Conditions of Sale
“The following terms and conditions (these “Terms”) apply to your purchase of products and services (each, a “Product”) from Northern Diagnostics Inc. (“Company”) through this website (this “Website”). Please read these Terms carefully. They contain very important information about your rights and obligations, as well as limitations and exclusions that may apply to you.
By clicking “I have read and agree to the terms and conditions”, or by placing an order, you acknowledge that you have read, accepted, and agreed to be bound by these Terms.
These Terms are subject to modification by Company without prior written notice at any time, in Company’s sole discretion. The version of these Terms applicable to your purchase will be the version in effect on the day you submit the applicable order to Company.
Section 1. Price and Payment Terms
The total price and all other related charges for Products will be set out in your purchase receipt. Prices offered or advertised do not include shipping and handling or applicable sales taxes, which will be added to the price you pay. Company will also provide confirmation of your order to the email address you provided during the checkout process.
All payment and credit terms are within Company’s sole discretion and will be as specified during your purchase process. Unless otherwise specified, payment must be made in full and received by Company prior to Company’s acceptance of an order for Products.
Advertisements on this Website are invitations to you to make offers to purchase products and services and are not offers to sell. A properly-completed order on this Website by you constitutes only your offer to purchase the Products in your order, even if Company has processed payment for such offer. Your order will be accepted only if and when Company sends a shipping notice email to the email address you provided during your registration or order process. If Company does not accept your order in whole or in part, Company will refund any amounts paid by you to Company for the order or part of the order not accepted.
Any price offers or advertisements given by Company will be valid for the period stated on the offer or advertisement, except that Company reserves the right to reject any sale for any reason, including without limitation for a misprint in the price offer or advertisement.
Unless you provide Company with a valid tax exemption certificate applicable to the Product shipping destination prior to acceptance of your order by Company, you are responsible for all goods and services and harmonized sales taxes, and all other taxes associated with the order, except taxes on Company’s net income. Separate charges for taxes will be shown on the order invoice.
Section 2. Shipping and Title
Company will arrange delivery of the Products to your address using the process set out in your order, or otherwise any other carrier selected by Company. Orders for multiple Products may be shipped separately.
Title and risk of loss to tangible Products passes to you upon delivery to the carrier. Any licenses to the Products or in relation to the Products are subject to the terms and conditions of such licenses, and you must agree to such terms and conditions to use your Products.
Unless expressly set out in your order, Company does not provide insurance on Products during delivery.
The costs of shipping and handling will be shown on your purchase receipt.
Company will inform you of estimated shipment dates but is not liable for any delivery delays or failure to ship by the estimated due date, including without limitation as a result of events beyond Company’s or its shippers’ reasonable control, including without limitation shortage of materials, transportation failure, or acts of God.
Section 3. Returns and Exchanges
Except if you cancel your order before it has shipped, no refunds or exchanges of the Products will be permitted.
Refunds on offers or purchases made with a credit card will only be credited to the same card.
Section 4. Product Changes
Products may change or be discontinued at any time. Company will deliver Products that have similar characteristics of the Products you ordered, but minor changes between what is delivered and what is described online are possible. Company may ship Products with minor specifications changes, provided that there is materially the same functionality, performance and characteristics of the ordered Products.
Products may differ slightly from how depicted in any illustrations, photography or descriptions on this Website. Company has made every effort to display as accurately as possible the colours of Products as they appear on this Website. However, as the actual colours you see will depend on photographic processes and your screen, Company cannot guarantee that your screen’s display of any colour will be accurate.
Section 5. Exclusion of Warranty and Disclaimers
EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, IN RESPECT OF PRODUCTS, INCLUDING, WITHOUT LIMITATION, STATUTORY OR IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, BUT WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, THE COMPANY DISCLAIMS AND SHALL NOT BE RESPONSIBLE FOR PERFORMING ANY DUTY IMPLIED BY THE SALE OF GOODS ACT, RSA 2000 c. S-2, AND COMPANY SHALL NOT BE LIABLE FOR THE PERFORMANCE OR NON-PERFORMANCE OF ANY DUTY IMPLIED THEREBY. NO ORAL OR WRITTEN INFORMATION, PHOTOGRAPHS, ADVERTISEMENTS OR ADVICE GIVEN BY COMPANY, ITS AGENTS OR EMPLOYEES WILL CREATE A REPRESENTATION, WARRANTY OR CONDITION OR IN ANY WAY DETRACT FROM THE SCOPE OF THIS DISCLAIMER.
SOME JURISDICTIONS DO NOT PERMIT SOME OF THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS. THEREFORE THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.
Subject to Sections 2 and 4 of these Terms, Company warrants that you will be sent the Products you order. If the order you receive does not contain the Products you ordered, or if the quantity of Products does not match the quantity ordered, you must contact Company not later than 24 hours of receiving the order. Provided that you notify Company within 24 hours after receiving your order of any discrepancies with it, Company agrees to investigate the order, and if Company determines, in its sole discretion, that you did not receive the Products you ordered, Company may elect to: (a) issue a refund for the products you have not received; (b) ship you replacement Products; or (c) take such other remedial action as Company determines.
YOU ARE SOLELY RESPONSIBLE FOR THE USE OR MISUSE OF THE PRODUCTS YOU ORDER. YOU REPRESENT AND WARRANT THAT YOU WILL ONLY USE THE PRODUCTS IN ACCORDANCE WITH THE MANUFACTURER’S INSTRUCTIONS. YOU WAIVE AND RELEASE COMPANY FROM ANY CLAIM, SUIT, EXPENSE, OR LIABILITY THAT ARISES FROM OR IS ANY WAY RELATED TO YOUR USE, MISUSE, OR FAILURE TO USE THE PRODUCTS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO COMPANY FOR THE PRODUCT GIVING RISE TO YOUR CLAIM, AND IRRESPECTIVE OF WHETHER SUCH CLAIM ARISES IN CONTRACT, TORT, OR OTHERWISE AT LAW.
Section 6. Entire Agreement
These Terms set forth the entire agreement of the parties with respect to its subject matter. These Terms may not be altered, supplemented, or amended by the use of any other documents. Any attempt to alter, supplement or amend this document or to enter an order for Products that are subject to additional or altered terms and conditions will be null and void. These Terms may be changed by Company at any time, in its sole discretion without prior notice, with respect to any future sales or transactions with you.
Section 7. Governing Law, Disputes and Language
These Terms and the subject matter of these Terms and all related matters will be governed by the laws of the Province of Manitoba, Canada and the laws of Canada applicable in Manitoba, excluding any laws that implement the United Nations Convention on Contracts for the International Sale of Goods or the U.S. Uniform Commercial Code, and excluding any conflict of laws rules. Subject to the following paragraph, you submit to the exclusive jurisdiction of the courts of the Province of Manitoba.
To the extent permitted by applicable law, unless Company agrees otherwise, any claim, dispute or controversy, whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future, arising out of or relating to the Products, this Website, the General Terms and these Terms (each, a “Claim”) will be determined by final and binding arbitration to the exclusion of the courts. Where applicable, arbitration will be conducted in Manitoba on a simplified and expedited basis by one arbitrator pursuant to the current laws and rules relating to commercial arbitration in the province or territories in which you reside on the date of the notice. The foregoing does not, however, preclude Company from seeking injunctive relief in other jurisdictions when necessary to protect its interests. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a Claim proceeds in court rather than in arbitration, you waive any right to a jury trial.
These Terms have been drawn up in the English language at the express request of the parties. Les présentes modalités ont été rédigées en anglais à la demande expresse des parties.
Section 8. Export Controls
The Products sold under these Terms are subject to applicable Canadian, United States and other export control laws and regulations, and you agree you are responsible for ensuring compliance with such laws and regulations. Without limiting the generality of the previous sentence, you acknowledge and agree that you may be required to obtain export permits to export Products on Canada’s Export Control List, or to a country on Canada’s Area Control List or if the Products are of United States origin.
Section 9. Notices
Except as explicitly stated otherwise, any notices will be given to Company by email to 2 Riverhaven Grove, Winnipeg Manitoba R2M 5S7 and to you to the email address you provide to Company during the sale or registration process. Notice will be deemed given 24 hours after the email is sent.
Section 10. General
The relationship between Company and you will be that of independent contractors, and neither of us nor any of our 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 or your use of this Website. The failure of Company to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by you. The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms. If any provision of these Terms will be ruled unenforceable, then the remainder will be enforced to the extent permissible. This Website is not intended for use by children under the age of 18. Use of this Website is void where prohibited by applicable law.
Section 11. Customer Support and Information
Please contact us at firstname.lastname@example.org for assistance with questions about your purchase, shipment, warranty service, and any exchanges, returns, cancellations or transfers, or to change your address or to inquire about orders, bills and invoices.
Effective as of January 1, 2021“