Terms and Conditions

These Terms and Conditions (the “Terms”) govern the sale of goods and services (the “Goods”) by NovaDome (“we,” “us,” or “our”) and your access to and use of our services, including our online store (the “Service”). By accessing our Service or purchasing our Goods, you agree to these Terms.

1. SCOPE OF APPLICABILITY

1.1 These General Terms and Conditions of Sale (the “GTCS”) apply to all sales of Goods by us and shall supersede any previous terms and conditions contained in any agreement, quotation, or purchase order, except where those terms are expressly incorporated herein by reference.

1.2 We reserve the right to revoke, alter, or amend these GTCS at any time in our sole discretion. You will be notified of any such changes and continued use of our Service will constitute acceptance of the modified Terms.

2. OFFERS, PURCHASE ORDERS, AND ORDER CONFIRMATIONS

2.1 All offers made by us are open for acceptance within fifteen calendar days from the date of issue unless otherwise specifically stated therein and are conditional upon:

• a. Receipt of your purchase order in an acceptable format. Your purchase order shall not be binding on us unless and until accepted by us, which acceptance must be in writing (the “Order Confirmation”). Your purchase order shall specify the type and quantity of Goods requested, applicable unit prices, delivery place, and requested delivery dates.
• b. Payment by you of the Deposit, defined below.
• c. Our ability to secure Goods offered for sale at a reasonable price and within a reasonable timeframe. We shall advise you in writing if we can secure the Goods at a price and in a period of time acceptable to us in our sole discretion.

2.2 Only upon satisfaction of the foregoing conditions shall we have a binding agreement for sale, which shall consist of the terms contained herein, the GTCS, and the terms contained in the Order Confirmation (collectively the “Contract”). The Contract shall not incorporate any terms and conditions contained in your purchase order and shall constitute the entire agreement for the sale of Goods by us. Any amendment to the Contract must be in writing and executed by us and the purchaser of the Goods.

3. PRICES AND TERMS OF PAYMENT

3.1 The prices for Goods shall be those set forth in the Order Confirmation. Unless otherwise expressly stated, all prices are exclusive of taxes, impositions, and other charges, including sales, use, excise, value-added, and similar taxes or charges imposed by any government authority.

3.2 Payment for Goods shall be made as follows:

• a. 60% upon receipt by you of our Order Confirmation (the “Deposit”). This amount must be paid within 7 days of receipt of our Order Confirmation. You agree that after 7 days, you shall be required to pay interest at the rate of 2% per month (24% per annum) on any overdue amounts. There is no Contract between us until this payment and any accrued interest have been received by us.
• b. The balance upon receipt of our notice to you that the Goods are ready for shipping (the “Final Payment”). This amount must be paid within 7 days of receipt of our notice that the Goods are ready for shipping. You agree that after 7 days, you shall be required to pay interest at the rate of 2% per month (24% per annum) on any overdue amounts. We are not obligated to deliver the Goods until this payment and any accrued interest have been received by us.

4. TERMS OF DELIVERY AND LATE DELIVERY

4.1 The anticipated delivery date of the Goods shall be expressly stated in our Order Confirmation. Notwithstanding any anticipated delivery date set out in the Order Confirmation, we are not obligated to deliver the Goods by that date, and such anticipated delivery date shall not form a material term of the Contract.

4.2 We have no obligation to deliver the Goods until all amounts outstanding under the Contract have been paid in full.

4.3 We reserve the right to make delivery of the Goods in installments at our sole discretion.

4.4 Unless expressly stated otherwise in our Order Confirmation, you shall be solely responsible for arranging shipping of the Goods. The risk of loss or damage to Goods shall pass to you immediately upon loading of the Goods by the selected shipping company.

4.5 If you cancel the Contract after receipt of the Initial Payment, the entire Initial Payment shall be forfeited to us and shall not be refundable to you. We reserve the right to cancel the Contract without any liability at any time until we have delivered the Goods in accordance with the terms of the Contract. Title to Goods shall remain vested in us and shall not pass to you until the Goods have been paid for in full and delivered to you. In the event we cancel this Contract, other than for an event of default under the Contract, we shall refund any payments made by you.

5. ACCEPTANCE OF GOODS

5.1 Upon receipt and loading of the Goods by the selected shipping provider, you are deemed to have accepted the Goods and approved the condition of the Goods. Upon receipt of our notice that the Goods are ready for delivery, you may contact us to arrange an inspection of the Goods. This inspection must occur within 10 days of your receipt of our notice that the Goods are ready for delivery.

6. WARRANTY

6.1 We make no representations or warranties, express or implied, with respect to Goods delivered hereunder. In particular, we make no warranty with respect to the merchantability of Goods delivered or their suitability or fitness for any particular purpose. Notwithstanding the foregoing, your Goods may be covered by our standard NovaDome Pro-Rated Warranty, provided that such warranty is issued to your project number as stated in the Order Confirmation.

7. DEFAULT

7.1 If you default on any of your obligations under the Contract, including, without limitation, failing to make the Final Payment or to take delivery of the Goods, you agree that we may terminate this Contract. Your Deposit and any other monies paid to us under the Contract shall automatically be forfeited to us and shall be considered fully earned for all services related to our efforts in securing the Goods you have agreed to purchase. This remedy shall be non-exclusive, and we shall continue to be entitled to seek any other remedies permitted by law related to your default.

7.2 In seeking to enforce the terms of this Contract or seeking any other remedies related to the Contract or the purchase of the Goods, you agree that we shall be entitled to our solicitor and client full indemnity costs with no limiting factor to apply and no requirement that such costs be approved by a taxation officer or any court of competent jurisdiction.

8. LIMITATION OF LIABILITY

8.1 You hereby agree to release and forever discharge us (the term “us” shall include the corporation, all directors, officers, employees, and contractors of the corporation) from all manner of actions, damages, losses, debts, covenants, accounts, contracts, claims, and demands whatsoever that you may have for any loss or any general, indirect, special, incidental, consequential, aggravated, or punitive damages of any nature or kind, either direct or indirect, including, without limiting the generality of the foregoing, business interruption costs, loss of profit, removal and/or reinstallation costs, procurement costs, loss of data, injury to reputation or loss of customers (collectively the “Loss”), you may have in connection with the Contract and the Goods regardless of whether such Loss results from our negligence.

8.2 You further agree that any liability we may have to you for any Loss shall be expressly limited to the purchase price of the Goods which have given rise to such a claim.

9. FORCE MAJEURE

9.1 Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lockouts or other serious labor disputes, riots, earthquakes, floods, explosions, or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for more than thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.

10. MISCELLANEOUS

10.1 The United Nations Convention for the International Sale of Goods shall not apply to the Contract entered into between us.

10.2 No waiver of any provision of the Contract shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Our failure to enforce any provision of the Contract shall not constitute a waiver of such provision or any other provision(s) of the Contract.

10.3 Should any provision of the Contract be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of the Contract shall remain in full force and effect and shall be construed in accordance with the modified provision.

10.4 The Contract shall be governed by and construed in accordance with the laws of the Province of Alberta and the Country of Canada. Any suits, actions, or proceedings that may be instituted by either of us against the other shall be instituted exclusively before the Court located in the Province of Alberta.

11. ONLINE STORE TERMS

11.1 These Terms govern your use of the NovaDome online store. By accessing or using our online store, you agree to abide by these Terms and all applicable laws and regulations.

11.2 To purchase Goods from our online store, you must create an account or provide personal information as required during the checkout process. You are responsible for maintaining the confidentiality of your account information, including your password, and for all activities that occur under your account.

11.3 We reserve the right to refuse service to anyone for any reason at any time. We may, in our sole discretion, limit or cancel quantities purchased per person or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing or shipping address.

12. GENERAL CONDITIONS

12.1 We reserve the right to refuse service to anyone for any reason at any time. We may, in our sole discretion, limit or cancel quantities purchased per person or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing or shipping address.

12.2 Any failure by us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

12.3 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in effect.

13. ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION

13.1 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 more timely sources of information.

13.2 Any reliance on the material on this site is at your own risk. 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.

14. MODIFICATIONS TO THE SERVICE AND PRICES

14.1 Prices for our Goods are subject to change without notice. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

14.2 We shall not be liable to you or to any third-party for any modification, price change, suspension, or discontinuance of the Service.

15. PRODUCTS OR SERVICES

15.1 Certain products or services may be available exclusively online through our website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.

15.2 We have made every effort to display as accurately as possible the colors and images of our products that appear in the store. We cannot guarantee that your computer monitor’s display of any color will be accurate.

16. ACCURACY OF BILLING AND ACCOUNT INFORMATION

16.1 We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. In the event we make a change to or cancel an order, we may attempt to notify you by contacting the email and/or billing address/phone number provided at the time the order was made.

16.2 You agree to provide current, complete, and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

17. OPTIONAL TOOLS

17.1 We may provide you with access to third-party tools over which we neither monitor nor have any input. You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

18. THIRD-PARTY LINKS

18.1 Certain content, products, and services available via our Service may include materials from third parties. Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties.

19. USER COMMENTS, FEEDBACK, AND OTHER SUBMISSIONS

19.1 If you send us specific submissions (for example, contest entries) or without a request from us, you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate, and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

20. PERSONAL INFORMATION

20.1 Your submission of personal information through the store is governed by our Privacy Policy. Please review our Privacy Policy for information on how we collect, use, and disclose your personal information.

21. ERRORS, INACCURACIES, AND OMISSIONS

21.1 Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times, and availability. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

22. PROHIBITED USES

22.1 In addition to other prohibitions as set forth in the Terms, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

23. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

23.1 We do not guarantee, represent, or warrant that your use of our Service will be uninterrupted, timely, secure, or error-free.

23.2 We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.

23.3 You agree that from time to time we may remove the Service for indefinite periods or cancel the Service at any time, without notice to you.

23.4 You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all products and services delivered to you through the Service are (except as expressly stated by us) provided “as is” and “as available” for your use, without any representation, warranties, or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

23.5 In no case shall NovaDome, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers, or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation, lost profits, lost revenue, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability, or otherwise, arising from your use of any of the Service or any products procured using the Service, or for any other claim related in any way to your use of the Service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of the Service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility.

24. INDEMNIFICATION

24.1 You agree to indemnify, defend, and hold harmless NovaDome and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

25. SEVERABILITY

25.1 In the event that any provision of these Terms is determined to be unlawful, void, or unenforceable, such provision shall nevertheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms. Such determination shall not affect the validity and enforceability of any other remaining provisions.

26. TERMINATION

26.1 The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

26.2 These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

26.3 If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

27. ENTIRE AGREEMENT

27.1 The failure of us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms and any policies or operating rules posted by us on this site or in respect to the Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms).

28. CONTACT INFORMATION

28.1 Questions about the Terms should be sent to us at talktous@novadome.com.