Legal
Copyright
All content included on the Tagg Design site --- such as text, graphics, logos, icons, and images, --- is the property of Tagg Design Inc. or its affiliates or content suppliers, and is protected by Canadian and international copyright laws, and may not be reproduced or distributed by you in any manner whatsoever. The compilation of all content on this site is the exclusive property of Tagg Design Inc. and protected by Canadian and international copyright laws. All software used on this site is the property of Tagg Design Inc. or its affiliates or its software suppliers, and protected by Canadian and international copyright laws.
Trademarks
Tagg Clean-Hands and other marks indicated on our site are trademarks or registered trademarks of Tagg Design Inc. or its affiliates, in Canada and other countries. Graphics, logos, scripts, and service names are trademarks or trade dress of Tagg Design Inc. or its affiliates. Tagg Design Inc's. trademarks and trade dress may not be used in connection with any product or service that is not Tagg Design's or its affiliates', in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Tagg Design or its affiliates. All other trademarks not owned by Tagg Design Inc. or its affiliates that appear on the Tagg Design site are the property of their respective owners, who may or may not be affiliated with or connected to, Tagg Design or its affiliates.
TAGG DESIGN, INC
PURCHASE AGREEMENT TERMS AND CONDITIONS
Acceptance: These Purchase Agreement Terms and Conditions ("Agreement") will become binding on the Buyer upon acceptance of a Quote for product from Tagg Design, Inc ("Seller") and the submission of a purchase order. No purchase order or other document forwarded by Buyer to Seller before or after the date of the Quote, which contains terms or conditions additional to or different from those specified herein, shall be binding on Seller, unless approved of in writing by Seller. In the absence of the execution and delivery of any such written acceptance, all deliveries of goods described on the purchase order ("the Goods") by Seller to Buyer shall be delivered and accepted upon the terms and conditions set forth herein.
Inspection, Acceptance, Returns: BUYER SHALL INSPECT GOODS SOLD HEREUNDER IMMEDIATELY UPON RECEIPT OF THE SAME BY BUYER. UNLESS WRITTEN NOTICE OF REJECTION, SPECIFYING THE GROUNDS THEREFOR, IS RECEIVED BY SELLER WITHIN TEN DAYS FROM THE DATE OF RECEIPT OF SHIPMENT, SUCH GOODS SHALL AUTOMATICALLY BE DEEMED ACCEPTED. GOODS, ONCE ACCEPTED, MAY NOT BE RETURNED WITHOUT PRIOR WRITTEN APPROVAL BY SELLER.
Manufacturing Time/Shipping/Delivery: Seller shall determine, in its sole discretion, and advise Buyer of the approximate manufacturing time. Buyer understands that the manufacturing time is approximate and Seller shall have no liability for any deviations from quoted manufacturing times. Delivery shall be made on a carrier chosen and initially paid for by Seller, with the cost of freight and any applicable Customs duty or similar charges charged back to Buyer along with the cost of the Goods on the Invoice.
Price: Purchaser agrees to pay a deposit at the time of advancing a purchase order, the amount to be determined by Seller in Seller's sole discretion. The remaining purchase price and any additional costs (such as freight, Customs duty and, if applicable, taxes) shall be paid by Buyer within 30 days of the Invoice date, which shall be the date of delivery. If Buyer fails to pay any invoice amounts due by their respective due dates, Buyer agrees to pay all FINANCE CHARGES on the unpaid balance of all overdue invoices, less any applicable payments and credits, from the date the total amount of each invoice is due and payable at an ANNUAL PERCENTAGE RATE of SIXTEEN PERCENT (16%), or the highest applicable and lawful rate on such unpaid balance, whichever is lower.
Security Agreement: Buyer hereby grants Seller a purchase money security interest in the Goods, and a security interest in all Buyer's equipment, inventory, accounts, and general intangibles and all proceeds of any of the foregoing to secure payment of the amounts due hereunder, and all Buyer's other obligations to Seller of any nature under this or any other agreement, or transaction between Buyer and Seller. Buyer authorizes Seller to file all such financing statements, and other documents and give all such notices as Seller deems appropriate to protect, perfect and preserve this security interest, and further agrees to execute such other and further agreements, as Seller deems appropriate to protect and preserve its interest hereunder.
Title & Risks Loss: Unless otherwise agreed to in writing by the parties, title to Goods and risk of loss shall pass to Buyer when the Goods sold hereunder are placed in the hands of the Buyer, or Buyer's designee, and Buyer hereby assumes all responsibility for shortage, loss, delay or damage thereafter.
Force Majeure: The Seller shall not be liable for any failure or delay of delivery hereunder, where such failure or delay has been occasioned by fire, floods, earthquakes, embargo, strikes, wars, accidents, acts of God, voluntary or involuntary compliance with any valid or invalid law, or regulation of any governmental agency or authority, lack of transportation facilities, Customs delays, or other causes beyond the control of Seller. In the case where shipment is delayed by the above causes, Seller shall not be relieved from making shipment of the Goods, nor the Buyer from accepting delivery at the agreed price, when the causes of such delay are removed.
Warranty: The Seller warrants for a period of ninety (90) days from the date of shipment to Purchaser that all products upon delivery to Purchaser are free from defects in workmanship and material and shall conform to the specifications. If any of the Goods are defective in material or workmanship, or fail to meet the requirements of the Purchase Order, Purchaser shall inform Seller and the parties shall agree on product correction or replacement. Buyer hereby grants Seller the right to inspect the Goods and provide any required repair or servicing at the Buyer's place of business if any bona fide warranty claim is made other service required. Seller's liability for such rejected products is limited solely to the cost of transportation expenses, if applicable, plus the responsibility of repairing or replacing defective products.
THIS WARRANTY DOES NOT EXTEND TO ANY OF THE GOODS THAT HAVE BEEN IMPROPERLY INSTALLED, OR MISAPPLIED, HAVE BEEN SUBJECT TO MISUSE, NEGLECT, OR ACCIDENT OR HAVE BEEN REPAIRED OR SUBSTANTIALLY ALTERED BY ANY THIRD PARTIES.
THE WARRANTIES SET FORTH IN THIS SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY, EXPRESS OR IMPLIED, AND THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE ARE HEREBY EXCLUDED. THE REMEDIES PROVIDED HEREIN ARE PURCHASER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY FAILURE OF SELLER TO COMPLY WITH ITS WARRANTY OBLIGATIONS. CORRECTION OF THE NONCONFORMITIES IN THE MANNER AND FOR THE PERIOD OF TIME PROVIDED HEREIN SHALL CONSTITUTE COMPLETE FULFILLMENT OF SELLER'S OBLIGATIONS REGARDING DEFECTIVE ARTICLES, WHETHER THE CLAIMS BY THE PURCHASER ARE BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
Limitation of Liability. Seller shall not be liable to Purchaser under this Purchase Order, whether in contract, in tort (including negligence), under any warranty or otherwise for any special, indirect, incidental or consequential loss or damages or loss of profits or revenues resulting from, arising out of or in connection with this sale or from the performance or breach thereof, or from the manufacture, sale, delivery resale, repair or use of any product covered by or furnished under any Purchase Order.
Indemnification: Buyer shall be solely responsible for determining the adequacy of the Goods sold hereunder for any and all uses to which the Buyer shall apply said Goods. Buyer agrees to indemnify and hold Seller harmless from and against any and all claims, demands, liabilities, suits, and loss of any nature arising out of connected with or in any way related to its use of the Goods, and these Terms and Conditions, whether caused by Seller's negligence or otherwise, which may arise in connection with the Goods, including without limitation any environmental liabilities that may arise. Buyer's obligations of indemnity shall survive the execution and term of this Agreement.
Applicable Law/Attorney's Fees/Waiver of Jury Trial: Buyer and Seller expressly agree that at Seller's option, the laws of Ontario, Canada applicable to contracts entered into and fully performed in Canada shall govern the validity, construction, interpretation and effect of this Agreement, and the courts of Ontario, Canada, shall have exclusive jurisdiction and venue over the parties in any action at law or in equity relating to the subject matter or the interpretation of these Terms and Conditions. In the event that any party herein commences any legal or equitable action or proceeding, including, without limitation, an action for declaratory relief, or any other form of relief, in order to enforce, interpret, reform, rescind or in any other manner effect the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, as allowed by law, in addition to any other relief to which that party may be entitled. Additional attorneys' fees may be awarded the prevailing party for any appellate action, which may be brought. The parties hereby waive their respective rights to trial by jury in any dispute that may arise in connection with this Agreement, including without limitation any product liability, negligence, strict liability, or other claim arising out of or in any manner related thereto. Any dispute may be resolved by trial to a judge or by any means of alternative dispute resolution to which the parties agree. ANY ACTION, SUIT OR PROCEEDING AT LAW, IN EQUITY, OR IN ARBITRATION, AGAINST SELLER FOR BREACH OF ANY WARRANTY ASSOCIATED WITH THE GOODS, OR FOR ANY BREACH OF THE PURCHASE ORDER, MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE INVOICE FOR THE GOODS, OR IT WILL BE FOREVER BARRED.
General. If any of the provisions of this acknowledgement are invalid under any applicable statute or rule of law, such provisions are, to that extent, deemed omitted, but this agreement and remainder of its provisions shall otherwise remain in effect. No provision of this acknowledgement shall be deemed waived, amended or modified by either party, unless such waiver, amendment or modification is in writing and signed by the parties.
Notices: Any notices required under this Agreement shall be deemed properly given when sent via facsimile transmission, reliable overnight carrier and/or certified mail, return receipt requested, to Buyer or Seller, at the address listed on the Purchase Order. Notice shall be deemed to have been given on the date posted or faxed.