This agreement (the “Agreement”) contains the terms and conditions that apply to your purchase(s) of products from Crown Cap (the “Products”).
Any reference below to the term “You” or the “Customer” refers to the buyer of any Product sold by Crown Cap via this web site.
Please read these terms and conditions carefully, BEFORE YOU CLICK ON THE “I AGREE WITH THESE TERMS AND CONDITIONS” ICON.
IF YOU CLICK ON THE “I AGREE” ICON, YOU ARE CONSENTING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND METHODS OF RESOLVING DISPUTES.
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “I DO NOT AGREE” ICON . YOU WILL THEN NOT BE PERMITTED TO PURCHASE ANY PRODUCTS ONLINE AT THIS WEB SITE.
- Price and Payment Terms. Your total price for the Products will be stated on your purchase receipt. Payment for Products must be by credit card, and full payment must be authorized by your credit card issuer before Crown Cap accepts any order. Orders are not binding upon Crown Cap until accepted by Crown Cap. The Company reserves the right to decline the offer constituted by any order, including, without limitation, in the event the price of any of our Products is a mistake. Any price quotations given by Crown Cap will be valid for the period stated on the quotation. Prices advertised do not include shipping and handling, applicable provincial sales tax (“PST“) or applicable Canadian federal goods and services tax (“GST“), which will be added to the price You pay.
- Shipping and Title. Crown Cap will arrange shipping of the Products to your address. Title to the Products passes to You upon delivery to the carrier, and risk of loss passes to You upon delivery to your address. The costs of shipping and handling will be shown on your purchase receipt. Crown Cap will inform you of estimated shipment dates, but will not be responsible for delays in delivery due to events beyond its control, including shortage of materials, labor strikes, transportation failure, customs delays, or acts of God.
- Inspection of Products Upon Receipt. You must examine the Products when you receive them. If any item is damaged or missing, You must notify Crown Cap at once. Crown Cap will not consider any claim for damaged or missing items more than 30 days from the date of delivery.
- Products. Crown Cap may revise and discontinue Products at any time. If You order a Product which is discontinued or no longer available, Crown Cap will notify You of the same. Please note that there may be some slight colour variations from the Product viewed on your monitor from that delivered and we cannot guarantee that your monitor’s display of any color will be accurate.
- Disclaimer. Crown Cap uses reasonable efforts to include accurate and up-to-date information on its web site. From time to time, there may be information on our web site that contains typographical errors, inaccuracies, or omissions that may relate to Product descriptions, pricing, and availability. Crown Cap reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice. In the event Crown Cap makes a change to your order, Crown Cap will notify You by the e-mail address and/or telephone number provided at the time the order was received. Accordingly, any information on the Crown Cap web site is provided “as is”. Crown Cap assumes no responsibility for any errors or omissions in the content of its web site. Any sale of Crown Cap’s Products through its web site expressly excludes the UN Convention on Contracts for the International Sale of Goods.
- Order Limitations. Crown Cap reserves the right, in its sole and absolute discretion to reject any order You place, and/or to limit quantities on any order, without giving any reason. If Crown Cap rejects Your order, Crown Cap will notify You using the e-mail address or by the telephone number You provided when You placed the order.If Crown Cap initially accepts Your order and afterwards, before accepting Your payment or shipping the order, decides in its sole and absolute discretion, to limit or cancel quantities purchased per person, per household or per order, Crown Cap will notify You accordingly and, as may be applicable, refund in full or in part, any payment You may have advanced or authorized Crown Cap to process without any penalties or deductions.
- Purchases by Dealers. Crown Cap reserves the right, in its sole and absolute discretion, to limit or elect not to accept orders from dealers.
- Special Offers. Any special offers available on Crown Cap’s web site are subject to the particular terms and conditions (including time limitations) of such offers. Unless otherwise specified, You may use only one special offer in connection with any transaction. Special offers do not have any cash value independent of the transaction contemplated by such offer. Special offers are void where prohibited by the laws of any jurisdiction other than Canada.
- Limited Warranty. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. CROWN CAP MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN THIS SECTION. ANY SUCH WARRANTIES WILL BE EFFECTIVE, AND CROWN CAP WILL BE OBLIGATED TO HONOR ANY SUCH WARRANTIES, ONLY UPON CROWN CAP’S RECEIPT OF PAYMENT IN FULL FOR THE PRODUCT TO BE WARRANTED. CROWN CAP DISCLAIMS ALL OTHER CONDITIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUIET ENJOYMENT, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND DURABILITY. CROWN CAP RESERVES THE RIGHT TO MODIFY ITS WARRANTY AT ANY TIME, IN ITS SOLE DISCRETION. SOME JURISDICTIONS LIMIT OR DISALLOW CERTAIN DISCLAIMERS OF WARRANTIES, SO CERTAIN PORTIONS OR ALL OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. CROWN CAP WARRANTS THAT (A) IT HAS THE RIGHT TO SELL THE PRODUCTS, (B) YOU WILL ENJOY QUIET POSSESSION OF THE PRODUCTS AFTER PURCHASE, AND (C) THE PRODUCTS ARE FREE AND CLEAR OF ANY ENCUMBRANCES.
Limitation of Liability. CROWN CAP DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE. CROWN CAP WILL NOT BE LIABLE FOR LOSS OF ENJOYMENT, LOST PROFITS, LOSS OF BUSINESS, OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN.
YOU AGREE THAT FOR ANY LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY, RELATED TO THE PURCHASE OF PRODUCTS, CROWN CAP WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY YOU FOR THE PURCHASE OF PRODUCTS UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
- Legal Equivalency. This electronic document and any other electronic documents, policies and guidelines incorporated herein will be: (i) deemed for all purposes to be a “writing” or “in writing“, and to comply with all statutory, contractual, and other legal requirements for a writing: (ii) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (iii) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation or proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.
- Severability. If any provision of this Agreement, including the breadth or scope of such provision, will be held by any court of competent jurisdiction or other authority having jurisdiction in the matter to be invalid, illegal or unenforceable, in whole or in part, such invalidity, illegality or unenforceability will not affect the validity, legality or enforceability of the remaining provisions of this Agreement and such remaining provisions will remain enforceable and binding.
- Waiver. The failure by the Company to insist on strict compliance with any term of this Agreement will not be deemed to be a waiver of such term, and a waiver of any term of this Agreement at any one time or times will not be deemed to be a waiver for any other time.
- Enurement. This Agreement and the rights and duties herein will be binding on and enure to the benefit of the parties hereto and their successors and assigns.
- Entire Agreement. This Agreement constitutes the complete and exclusive statement of all of the terms, conditions, representations and warranties between You and Crown Cap with respect to the sale of Products offered by Crown Cap and supersedes all other oral and written communications between the parties or otherwise relating to the subject matter of this Agreement. This Agreement will not be and is incapable of being amended or varied, verbally or in writing, unless any such amendment or variation is in writing and signed by a senior officer of Crown Cap and expressly referring to this Agreement.
Construction. In this Agreement, except as otherwise expressly provided or as the context otherwise requires:
- the words “include” or “including” when following any general term of statement are not to be interpreted as limiting the general term or statement to the specific items or matters set forth or to similar terms or matters but rather as permitting it to refer to all other items or matters that could reasonably fall within its broadest possible scope;
- the words “herein”, “hereof”, “hereby” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, Subsection, Paragraph, Subparagraph or other subdivision or Schedule; and
- a capitalized cognate of a defined term has a meaning corresponding to that of the defined term.
- Governing Law. This Agreement will be governed by and interpreted in accordance with the laws (procedural and substantive) of the Province of Manitoba and Canada as if made and performed by and between parties situate in such province and without regard to any conflict of laws doctrine.
- Mediation and Arbitration. Any and all disputes, controversy or claims arising out of or in connection with or in relation to this Agreement or the breach thereof, including any question regarding its existence, validity, performance or termination and any tort or other common law or statutory claim arising out of or relating to its negotiation, execution or performance (collectively, the “Dispute”), will be first and exclusively subject to non-binding mediation in an effort to resolve any such Dispute by participating in a structured negotiation conference with a mediator under the National Mediation Rules of the ADR Institute of Canada, Inc. The mediation will be held in Winnipeg, Manitoba, Canada. You and the Company agree to use best efforts to conduct any dispute resolution procedures herein as efficiently and cost effectively as possible. All aspects of the mediation will be treated as confidential. The costs of the Mediator will be shared equally between You and the Company. The mediation may, at the option of either You or the Company, occur by videoconference transmission. The party electing to participate in the mediation by videoconference will be responsible for paying the costs of one Mediator who must attend and participate in the mediation at the videoconference facility selected by the party engaging such person.If the Dispute cannot be settled within 30 calendar days after the Mediator(s) has (have) been appointed, or such other period agreed to in writing by You and the Company, the Dispute will be referred to and finally and exclusively resolved by binding arbitration pursuant to the provisions of The Arbitration Act (Manitoba) and any statutory modification or re-enactment thereof, with the losing party paying all costs of arbitration (including reasonable legal fees and expenses). The place of arbitration will be Winnipeg, Manitoba, Canada. The determination of such arbitrator will be final and binding upon You and the Company. Judgment on the award of an arbitrator may be entered into any court having jurisdiction over the person or property of the person against whom enforcement of the judgment is sought and You and the Company agree to and hereby waive any defences against the enforceability and execution of any such judgment awarded by the arbitrator as hereby contemplated. You and the Company waive (a) any right to object to venue or jurisdiction based on inconvenient forum or for any other reason; and (b) any statutory or other right pursuant to the laws of the jurisdiction in which a party is resident to have a case or hearing relating to this Agreement adjudicated or resolved in that jurisdiction. Any rule of interpretation, law or regulation that provides that the language of a contract will be interpreted against the drafter will not apply to this Agreement.
- Appointment of Mediator and Arbitrator. Any mediator or arbitrator will be appointed, pursuant to Section 19, by agreement between You and the Company or, in default of agreement, such mediator or arbitrator will be appointed by a Justice of the Court of Queen’s Bench of Manitoba or its successor sitting in the Courts of Winnipeg, upon the application of either You or the Company.
- Procedure. In any arbitration proceeding contemplated by these terms and conditions, You and the Company agree that each party will be entitled to discovery to the same extent permitted by the Court of Queen’s Bench of Manitoba as if the matter were being adjudicated in such Court.
Dispute Resolution. You and Crown Cap agree that, unless otherwise required in order to comply with deadlines under the law, neither party will not file any action or institute legal proceedings with respect to any Dispute until:
- notice has been given to the other party of its grievance;
- the other party has failed to provide a prompt and effective remedy;
- the party with the grievance has requested that both parties meet and discuss the matter in order to consider informal and amicable means of resolution; and
- either such meeting as contemplated by Paragraph 22(c) failed to occur within 30 days after such request or the meeting did not produce a mutually satisfactory resolution of the matter.
- Court Jurisdiction. Despite any provision to the contrary in Section 19, any Dispute arising out of or in connection with or in relation to this Agreement involving the provisions of Section 13 [severability] will be submitted to and be subject to the exclusive jurisdiction of the courts of the Province of Manitoba situate in Winnipeg.
- Headings. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.