GENERAL CONDITIONS OF SALE
This is a legal agreement between you (meaning you as an individual if acting on your own behalf, or the company that you represent if you are acting on behalf of such company) and Hedgehog Products Inc. (“Hedgehog”). By placing an order or making a purchase of a product ("Product") from Hedgehog, you agree to these terms of sale ("Terms") set out below. These Terms may be updated by Hedgehog from time to time, and it is your responsibility to review these Terms each time you make a purchase from Hedgehog.
1.1 These Terms shall apply to all orders for Products placed by you to Hedgehog. You acknowledge that the information contained on Hedgehog’s website may contain technical inaccuracies or typographical errors. Hedgehog’s website, all content available on its website, and all related communications are provided on an "AS IS" basis. We make no representations or warranties as to the completeness, accuracy, adequacy or reliability of any information on Hedgehog’s website.
1.2 To place an order, you must:
(a) provide up-to-date, complete and accurate information as requested by us, which may include your first and last name, institution name, mailing address, phone number and email address;
(b) provide up-to-date, complete and accurate payment information reasonably acceptable to Hedgehog and/or Hedgehog’s payment processor; and
(c) be at all times in compliance with these Terms and applicable law, including the requirement to be 18 years of age or older.
1.3 You specifically agree that Hedgehog may use the foregoing information for the purposes of providing Products to you, that Hedgehog may rely on the accuracy of the information provided by you to Hedgehog, and that Hedgehog will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to Hedgehog.
1.4 All Products are intended for end-user customers only. You may not purchase Products for resale, and we reserve the right to refuse or cancel your order, or to deny you any return rights, if we suspect you are doing so.
2 DELIVERY AND SHIPPING
2.1 All orders are subject to acceptance by Hedgehog, and any rejection of an order shall be made in Hedgehog’s sole discretion. If you have been charged for an order that is subsequently rejected by Hedgehog, Hedgehog will refund the amount of that order to you, by a method chosen by Hedgehog in its sole and reasonable discretion.
2.2 Hedgehog will make reasonable efforts to accommodate your delivery requirements; however, delivery is subject to availability of resources at the time of order placement. Hedgehog shall therefore not be liable in any way for any delay or damage arising from Hedgehog’s failure to meet your delivery requirements or any delivery dates.
2.3 All shipments shall be made from the facilities of Hedgehog or its distribution centre. Risk of loss for products shall pass to you upon delivery to the carrier, and you are responsible for pursuing the carrier for any loss occurring in transit.
2.4 You are responsible for examining all shipments promptly upon receipt. If you discover any shortages or incorrect products in the shipment, you must notify Hedgehog immediately. Please check the order carefully, as no claim for shortages or deficiencies will be accepted by Hedgehog after seven (7) days from delivery of the products.
3 PRICING AND PAYMENT
3.1 All prices are in USD unless otherwise expressly stated in writing. Where you are making payment in a currency other than USD, the currency exchange rate that applies is the one in effect at the time your payment is processed, not the one that was in effect on the date that you placed your order. Hedgehog reserves the right to change its standard prices without notice.
3.2 Prices are exclusive of, and you will pay: (a) all applicable federal, state, provincial and local taxes (including all applicable sales, use, consumption, goods and service, value added, and withholding taxes), unless you have provided Hedgehog with an appropriate tax exemption certificate or number, and (b) all fees and charges related to shipping, customs, duties and brokerage. Hedgehog may charge sales tax for sales of Products.
3.3 If your order is a pre-order for Product that is not yet available, you will be charged the Product price at the time of the pre-order, and will be charged applicable taxes and shipping and handling fees at the time that the Product is shipped to you. You may not cancel and receive a refund on any such pre-order unless Hedgehog fails to ship the Product to you within 24 months of your placement of the pre-order. Hedgehog may utilize a payment processor to manage orders and payments. Your credit card statement may therefore reflect a third party name in relation to your order.
3.4 Where your credit card is rejected for any reason, you will be responsible for any fees and charges associated with such rejection, as well as interest on the amount owing. Interest will be the lesser of 1.5% per month or the maximum rate permitted by law, commencing on the date that your credit card was rejected. Hedgehog may, in its sole discretion, delay shipment of, or cancel, your Product order where your credit card or other payment information is rejected.
4.1 Products may be returned to Hedgehog within thirty (30) days of delivery for credit, if the Products are unused, in a new and intact condition, and in their original containers, subject to Hedgehog’s return procedures. Shipping of all returns is your responsibility and at your sole expense. Please consult Hedgehog for details about its return procedures. You acknowledge that this 30 day return policy is considered in satisfaction of applicable statutory "withdrawal rights" or "cooling off periods", and you waive all such statutory rights.
5 TITLE, INTELLECTUAL PROPERTY AND USE RESTRICTIONS
5.1 Title to any Products bought by you shall pass to you upon your full payment for such Products in accordance with Section 3.
5.2 You do not acquire any intellectual property or other proprietary rights under these Terms, including without limitation any right, title or interest in and to patents, copyrights, trademarks or industrial designs, whether registered or unregistered, relating to the Products or any part thereof. Any rights not expressly granted under these Terms are reserved.
5.3 You shall not, and shall not permit any third party to, copy, reproduce, distribute, modify, decompile, disassemble or reverse engineer any Products provided to you by Hedgehog.
6.1 Except as expressly set forth in these Terms, you shall not be entitled to change or cancel any order that has previously been accepted by Hedgehog, or obtain any refund for your Product order, without the prior written agreement of Hedgehog.
6.2 Hedgehog reserves the right to make changes in the design of its Products without the obligation to make equivalent changes to Products that have previously been supplied to you.
7 COMPLIANCE WITH LAWS
7.1 Each party shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies (including import and export laws and regulations), including federal, provincial, state, municipal and local governing bodies, of any country having jurisdiction over its obligations hereunder. You agree to indemnify Hedgehog from any loss, claims, liability or damages arising out of your failure to comply with such laws, ordinances, codes and regulations.
8.1 Hedgehog’s Product warranty is included with the Product when shipped to you, and is also available from Hedgehog upon request. Such warranty is the exclusive warranty made by Hedgehog to you. Hedgehog disclaims all other representations, warranties and conditions, whether express or implied, including but not limited to any express or implied representations, warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, non-infringement, or any other warranty or condition arising by statute, custom or usage of trade related to the products provided hereunder. Some jurisdictions may not allow the exclusion or limitation of implied warranties and conditions. To the extent permitted by law, any implied warranties or conditions relating to the Product to the extent that they cannot be excluded as set out above are limited to ten (10) years from the date that the Product is delivered to you.
8.2 Hedgehog shall not be obligated to provide any support or maintenance services for the Products unless otherwise expressly agreed upon in writing by you and Hedgehog. However, this provision does not relieve Hedgehog of its warranty obligations.
8.3 Hedgehog is never bound to financially compensate the buyer or other parties, unless the damage was caused by intention or guilt. Hedgehog is not liable for any indirect loss or damage incurred or damage regarding loss of income or profit.
8.4 In case Hedgehog is obliged to financially compensate the buyer, the amount will always be limited to the invoice amount related to the product and/or service that caused the damage.
8.5 The guarantee of Hedgehog does not apply if:
the defects are (partly) the result of normal wear, injudicious or incorrect handling or use, injudicious or incorrect maintenance
the product is employed for purposes other than normal purposes or used incorrectly
the buyer or the end user does not strictly observe the operating instructions provided by Hedgehog
the original invoice is missing, modified, or made unreadable.
8.6 When the guarantee provisions are exercised, Hedgehog can do the following:
adjust the amount on the invoice;
replace the delivered item by an article with equal specifications, or repair the delivered item, in which case the delivered item should be sent back to Hedgehog
take back the delivered item and revoke the agreement, while reimbursing the paid amount by the buyer, without being obliged to financially compensate the buyer for any damage.
The buyer is obliged to give Hedgehog three possibilities to repair any deficiencies.
8.7 The buyer does not hold Hedgehog liable for any claims resulting from third parties, unless the law strictly prohibits such damages and costs to be accounted to the buyer.
8.8 It is possible that Hedgehog places links on its website to other websites that could of interest for a visitor. Such links are solely informative. Hedgehog is not liable for the content of the linked websites or the usage thereof.
9 LIMITATIONS OF LIABILITY
9.1 In no event will Hedgehog be liable under these Terms for any damages other than your direct damages to the extent arising from Hedgehog’s gross negligence or willful misconduct, and in no event shall Hedgehog’s aggregate liability exceed the amounts paid by you to Hedgehog for the Product that gave rise to the claim. No claim may be brought against Hedgehog, whether in contract, tort or otherwise, more than two (2) years after the Product was delivered.
9.2 EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED IN THIS SECTION 9, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HEDGEHOG BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, DATA, USE OR OPPORTUNITY, WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, AND WHETHER OR NOT HEDGEHOG WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10 CANCELLATION AND TERMINATION
10.1 Hedgehog may reject any orders upon written notice to you, and may also stop any Products in transit to you and suspend the delivery of Products to you without penalty, if: (a) you commit a material breach of these Terms and fail to remedy such breach within thirty (30) days of receiving notice of such breach, or (b) you become involved in any legal proceeding concerning your solvency, or have a receiver or administrator appointed of any of your assets.
11.1 These Terms constitute the entire agreement between the parties with respect to your ordering and purchase of the Product, and Hedgehog’s sale of the Product to you, and supersedes all previous agreements relating to the subject matter hereof. These Terms may not be altered, amended, or modified except in a written instrument executed by a duly authorized officer of Hedgehog. If any one or more of the provisions of these Terms is for any reason held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from these Terms. No waiver by either party of a breach or omission by the other party under these Terms shall be binding on the waiving party unless it is expressly made in writing and signed by the waiving party. These Terms, and all Product requirements, shall be governed by, and construed in accordance with, the laws of the Province of Ontario. It is the express will of the parties that these Terms and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
12.1 If you have any questions or inquiries regarding these Terms, please contact Hedgehog at email@example.com. Please note that e-mail communications will not necessarily be secure, so please do not include credit card information or other sensitive information in your email correspondence with us. For contractual purposes, you consent to receive communications electronically from us and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. This condition does not affect your statutory rights related to electronic communications.