Terms and Conditions of Sale of Woodfield Canada Ltd.

These terms and conditions of sale (these “Terms of Sale”), are the only terms which govern your purchase of goods and services from Woodfield Canada Ltd. (“we”, “our” or “us”) and represent the entire agreement between us with respect to the purchase and sale of our products. Without our express written consent, no variation in or addition to, any of the terms, conditions, delivery requirements, prices, quality, quantity or specifications set forth in these Terms of Sale shall become part of any order, and absent such consent any additional or different terms are objected to and rejected. The placement of an order through our site constitutes your acceptance to be bound by these Terms of Sale.

We are:

Woodfield Canada Ltd.

7 Intepid Court,

London, Ontario Canada

N5V 4N8

You are our customer.

Definitions and Applicability.

In these Terms:

“Products” means any of the goods or services we offer for sale including, without limitation, innovative van solutions, systems, and related services.

“Site” means the entire computing hardware and software installation that is or supports our website located at the following URL: www.woodfieldcanada.ca

Any capitalized terms included in these Terms of Sale and not otherwise defined shall have the respective meanings ascribed thereto in our Terms and Conditions of Use of www.woodfieldcanada.ca, which are incorporated herein by reference. To the extent of any conflict between these Terms of Sale and our Terms and Conditions of Use, the provisions in our Terms and Conditions of Use shall apply.

Our contract with you.

These Terms of Sale apply in any event you purchase any of our Products or services. All goods and services delivered or performed pursuant to an order you place with us shall strictly conform to the specifications, descriptions and other terms set forth in your order.

We may change or modify these Terms of Sale from time to time and at any time in our sole discretion. The Terms of Sale that apply to your transaction are those posted on Site on the day you place an order

Price and Payment.

Any information given by us in relation to exchange rates are approximate only and may vary from time to time.

Each order is subject to the payment terms established and confirmed with you by our credit department.

Delivery; Risk of Loss.

We endeavor to deliver purchased Products within the anticipated timeframe set forth in the confirmation of your order, and will promptly notify you by e-mail if delays are anticipated. We shall not be liable for any delays in delivery or circumstances beyond our control.

Our Products shall be deemed accepted within five (5) days of delivery, unless you provide us with notice of rejection.

Risk of loss for conforming goods shall transfer to you at the time and place of delivery. In all events risk of loss prior to acceptance, or for any non-conforming goods already received, shall remain with us.

Cancellation of order.

To cancel your order you must contact our sales department and make a cancellation request, by contacting us on our contact form. We will then e-mail you to confirm or reject your cancellation request on and subject to such conditions as we may impose in our sole discretion.

Defective Products.

If we determine that any Products sold to you may be defective, at our request, you shall withdraw all similar Products from sale and, at our option, either return such Products to us, at our expense or destroy the Products and provide us with written certification of such destruction. If you return all withdrawn Products or destroy all withdrawn Products and provide us with written certification of such destruction, in either case consistent with our instructions, unless any such defect has not been caused or contributed to by such Product having been: (i) subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by us; or (ii) installed, reconstructed, repaired or altered by any person other than us or our authorized representatives., we shall (a) repair or replace all such returned Products or (b) replace such destroyed Products, in either case, at our expense.

Returns .

Custom products and/or installations are not returnable. Woodfield, at its own discretion, will credit the Buyer for, or replace goods returned on Woodfield’s prior approval if: (a) the Buyer obtains a return number from Woodfield; (b) the goods are returned in their original condition and packaging, and in full package quantities; (c) a copy of the corresponding tax invoice is supplied with the goods; (d) the Buyer bears all freight charges incurred in returning the goods (unless agreed otherwise). A 15% restocking fee will be applied to all returned goods. Any credit granted by Woodfield to the Buyer will expire and become nonredeemable twelve (12) months after the date of the grant.

Disclaimers and Limitation of Liability.

WE GIVE NO WARRANTY AND MAKE NO REPRESENTATION, EXPRESS OR IMPLIED, AS TO: THE ADEQUACY OR APPROPRIATENESS OF THE PRODUCTS FOR YOUR PARTICULAR PURPOSE; ANY IMPLIED WARRANTY OR CONDITION AS TO MERCHANTABILITY OR FITNESS OF THE PRODUCTS FOR A PURPOSE OTHER THAN THAT FOR WHICH THE PRODUCTS ARE COMMONLY USED.

WE ARE NOT LIABLE IN ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL LOSS OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, LOSS OF DATA OR LOSS OF REVENUES OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OUR SITE OR THE PURCHASE OF PRODUCTS, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, THE TOTAL OF THE AMOUNTS PAID TO US FOR THE PRODUCTS SOLD TO YOU HEREUNDER.
Indemnity.

You agree to indemnify us against any claim or demand, including reasonable lawyers’ fees, made by any third party due to or arising in any way out of your use of our Site, or the infringement by you, or by any other person using your computer, of any intellectual property or other right of any person.

Order Processing.

(a) We will deliver e-mail confirmation of your order within one (1) hour of the time it is placed.

(b) Orders are subject to availability. We will advise you within 48 hours if there is not enough stock to fulfill your order.

(c) A purchase made on our Site with your credit card will be charged at the time of purchase. Shipping times will vary, but we will make every effort to ship within five (5) business days of you placing your order on the Site and us receiving payment for such order. We will advise you within 48 hours if we cannot fulfill your order within this time frame.

Pricing.

(a) We reserve the right to change the pricing of our Products at any time without notice. The pricing that applies to your order is that posted at the www.woodfieldcanada.ca Store on the date of your order.

Miscellaneous provisions.

When we communicate with you we do so by email or through your personal account on www.woodfieldcanada.ca. You agree that electronic communications are contractually binding in the same way as properly signed and dated paper sent by post.

The relationship between us is that of independent contractors. Nothing contained in these Terms of Sale shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

Nothing in these Terms of Sale or on our Site shall confer on any third party any benefit or obligation.

We shall not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms of Sale, for any failure or delay in fulfilling or performing any term of these Terms of Sale when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control including, without limitation, acts of God, adverse weather conditions, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

These Terms of Sale are written in English (CANADIAN). To the extent any translated version of these Terms conflicts with the English version, the English version will prevail.

If any of these terms is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these Terms of Sale.

No waiver by us, in exercising any right, power or provision in these Terms of Sale shall operate as a waiver of any other right or of that same right at a future time; nor shall any delay in exercise of any power or right be interpreted as a waiver.

In the event of a dispute arising out of or in connection with these Terms of Sale or any contract between you and us, then you agree to attempt to settle the dispute by engaging in good faith with us in a process of mediation before commencing arbitration or litigation.

We are not liable for any breach of our obligations resulting from causes beyond our reasonable control including strikes of our own employees.

All matters arising out of or relating to these Terms of Sale is governed by and construed in accordance with the internal laws of Ontario and/ or Canada without giving effect to any choice or conflict of law provision or rule (whether of the State of Washington or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of Ontario and/ or Canada.

Any legal suit, action or proceeding arising out of or relating to these Terms of Sale shall be instituted in the federal courts of Canada or the courts of Ontario in each case located in the City of London Ontario Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.