Terms and Conditions

Effective Date: October 7, 2019

These terms and conditions are incorporated into all contracts with clients (the “Purchasers”) for the supply of goods and services by SEVEN CONTINENTS Corporation and SEVEN CONTINENTS Mannequins (Suzhou) Co. Ltd. (collectively, the “Supplier”), and are subject to change by the Supplier without prior written notice at any time, in its sole discretion. Any changes to these terms and conditions will be in effect as of the “Effective Date” referenced above. Purchasers should review these terms and conditions prior to purchasing goods or services.

1. Goods and Services. Purchasers understand that we have made every effort to display as accurately as possible the colors and images of our goods that appear on our www.SEVENCONTINENTS.com website (the “Website”) and other marketing materials, however, we cannot guarantee the accuracy of any color as colors on computer monitors and printed material may vary from the actual color.

2. Quotation Validity. Unless otherwise expressly stated in the quote, the quote is valid for a period of 90 days after it is issued by the Supplier. Beyond that, quotes will require confirmation or adjustment by the Supplier.

3. Credit. A Purchaser credit account cannot be opened by the Supplier until receipt, by the Supplier’s Credit Department (the “Credit Department”), of a signed Credit Application. The Purchaser agrees that on-going credit approval to the satisfaction of the Supplier shall be a continuous pre-condition of sale of any goods or services. Upon request, the Purchaser will provide to the Supplier all relevant and current information allowing the Supplier to evaluate the financial situation or any relevant matter regarding the Purchaser’s business background and debt, including but not limited to, its annual or interim financial statements, credit reports and lawsuits. The Supplier may, at its sole discretion, in the event of insufficient credit worthiness, freeze the Purchaser’s account, stop all shipments and sale of goods, or the provision of services to the Purchaser, or even terminate the contract.

4. Order Acceptance and Cancellation. Purchasers agree that their purchase order is an offer to buy the goods and services listed on their purchase order. The issuance of a purchase order or acceptance of any goods or services performed by the Supplier shall constitute acceptance of these terms and conditions. Purchase orders must be accepted by us or we will not be obligated to sell the goods or services. We may choose not to accept purchase orders at our sole discretion.

5. Prices. The price charged for a product or service will be the price shown on our quote. The currency will be stated on the quote.  Prices do not include taxes or charges for shipping and handling, or customs brokerage and duties, if applicable. All such taxes and charges will be added to and be itemized on Purchasers’ invoices. We strive to provide accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

6. Payment Terms. Terms of payment are shown on our quote and invoice. Purchasers agree to pay the actual charges for, but not limited to shipping and handling charges plus applicable taxes, customs and duties, if any. All invoices shall be paid in full and the Purchaser shall not be entitled to deduct, set-off or withhold payment. Any invoice not paid by the due date will be considered outstanding and a late payment fee will be payable by the Purchaser on the outstanding amount for the period from the due date to the date of receipt by the Supplier of the total amount due. The late payment fee shall be calculated at an interest rate of 2.0% per month; such late payment fee may, from time to time, be waived by the Supplier at its sole discretion.

7. Delivery and Ownership. Purchasers and the Supplier agree that title to and ownership of the goods and services shall remain with the Supplier until the goods and services have been paid for in full by the client. Goods ordered shall be delivered FOB exworks. The Purchaser assumes full risk of loss, damage to or destruction of the Goods, from and after the time, at which the Goods leave the Seller’s warehouse or shipping location(s) until the Goods are paid in full. Delivery dates are estimates only and cannot be guaranteed. We are not liable for any delivery delays. Risk of loss of the goods shall pass from us to Purchasers FOB exworks.

8. Returns and Refunds. Subject to the provisions of Section 10 below, all sales are final, and all goods and services are non-returnable, non-exchangeable and non-refundable.

9. Cancellation. The Purchaser cannot cancel the contract (or a part of the contract), unless the Supplier, at its sole discretion, agrees in writing to such cancellation. The Supplier’s determination of its acceptance of any such cancellations shall be pre-conditioned on the Purchaser sending a written notice to the Supplier, as soon as possible, requesting the cancellation and detailing the reasons for such cancellation request. Upon the Supplier’s written acceptance of the notice of cancellation, the Purchaser shall pay to the Supplier the Supplier’s cancellation charges which shall be determined by the Supplier based on the amount of work completed and commitments to sales agents, subcontractors and suppliers at the time of the Supplier’s written acceptance of the notice of cancellation.

10. Limited Warranty.

a) Subject to the provisions of this Section 10, we warrant to Purchasers that for a period of two (2) years from the date of shipment (the “Warranty Period”), the goods purchased will (i) materially conform to our published specifications in effect as of the date of manufacture, and if applicable, to the specifications provided by Purchasers and agreed to by us, in writing; and (ii) be free from material defects in workmanship.

b) We shall not be liable for a breach of the warranties set forth in this Section 10 unless: (i) Purchasers give written notice to us of the alleged defective goods, reasonably described, within the Warranty Period; (ii) we are given a reasonable opportunity after receiving such written notice to examine the goods at our discretion at (a) the current location of such goods, in which case Purchasers shall be responsible for all costs pertaining to such examination; or (b) at our place of business; in which case Purchasers shall be responsible for all costs to send the goods to our manufacturing plant; and (iii) we reasonably verify Purchasers’ claims that the goods are defective.

c) We shall not be liable for a breach of the warranty set forth in this Section 10 if: (i) the goods have been abused, damaged, altered, misused, modified, adjusted, repaired or serviced after title has transferred to Purchasers by any party other than us; (ii) the goods have been improperly set-up, installed, or maintained; (iii) the defects are a result of accidents, tampering, or ordinary wear and tear; (iv) the defects result from the provision by Purchasers to us of inadequate specifications for such goods; (v) the goods have been used with goods not provided by us or approved by us for use with such goods; or (vi) Purchasers make any further use of such goods after Purchasers give us the written notice referred to in this Section 10.

d) With respect to any goods found by us to be defective during the Warranty Period and covered by the limited warranty set forth herein, we shall, in our sole discretion, either: (i) repair or replace such goods (or the defective part), or (ii) credit or refund the amounts paid by Purchasers for such goods provided that, if we so request, Purchasers shall, at their expense, return such goods to us. Goods or parts that have been replaced become the property of Supplier.

e) Except for the warranties set forth in this Section 10, we make no warranty whatsoever with respect to the goods or services purchased from us, including any (i) warranty of merchantability; (ii) warranty of fitness for a particular purpose; (iii) warranty of title; or (iv) warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise.

f) The remedies set forth in this Section 10 shall be Purchasers’ sole and exclusive remedy and our entire liability for any breach of the limited warranties set forth in this Section 10.

11. Intellectual Property Use and Ownership. Purchasers acknowledge and agree that as between Purchasers and the Supplier, the Supplier is and will remain the sole and exclusive owner of all intellectual property rights in and to each product and service and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, and trademarks and other intellectual property rights. Unless otherwise advised in writing by a duly authorized representative of the Supplier, Purchasers do not and will not have or acquire any ownership of these intellectual property rights in or to the goods or services sold to Purchasers, or of any intellectual property rights relating to those goods or services sold to Purchasers.

12. Ownership and Storage of Molds. Purchasers acknowledge and agree that the Supplier is the owner of all molds produced pursuant to their purchase order whether by the Supplier or by a third party contracted by the Supplier. Further, provided Purchasers fulfil their payment and purchasing obligations, the Supplier shall keep such molds for two years following final delivery of all items on the purchase order, after which the Supplier is entitled to destroy the molds in an environmentally sensitive manner, or keep them for proprietary use.

13. Limitation of Liability. In no event shall we be liable to Purchasers or any third party for any loss of use, revenue or profit or loss of data or diminution in value, or for any consequential, indirect, incidental, special, exemplary, or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not we have been advised of the possibility of such damages, 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 these terms and conditions, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the amounts paid by Purchasers for the goods and services. All rights in the terms and conditions shall be in addition to, and not in lieu of, the Supplier’s other rights and remedies pursuant to applicable law.

14. Privacy. We respect Purchasers’ privacy and are committed to protecting it. Our Privacy Policy (https://www.SEVENCONTINENTS.com/privacy-policy) governs the processing of all personal data collected from Purchasers in connection with their purchase of goods or services.

15. Force Majeure. We will not be liable or responsible to Purchasers, nor be deemed to have defaulted or breached these terms and conditions, for any failure or delay in our performance under these terms and conditions 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, extreme weather conditions, global warming, climate change, 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, pandemic, lockouts, strikes or other labor disputes (whether or not relating to our 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.

16. Confidentiality. In connection with this Contract or performance hereunder, the Supplier and Purchaser (as to information disclosed, the “Disclosing Party”) may each disclose Confidential Information to the other party hereto (the “Receiving Party”). “Confidential Information” shall mean all information related to the business, goods, or services of the Disclosing Party that is not generally known to the public, and all pricing and terms of the contract, provided that the obligations of this Section shall not apply as to any portion of the Confidential Information which: (i) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, its representatives or its affiliates, or (ii) has been or is subsequently independently developed by the Receiving Party, its representatives or affiliates, without reference to the Confidential Information, or (iii) is required to be disclosed by law or valid legal process provided that the Receiving Party who intends to make such disclosure shall promptly notify the Disclosing Party in advance of such disclosure and reasonably cooperate in attempts to maintain the confidentiality of the Confidential Information. The Receiving Party agrees, except as otherwise required by law: (i) to use the Confidential Information only as the Disclosing Party intended it to be used by the Receiving Party in connection with providing or receiving the goods, and (ii) to take reasonable measures to prevent disclosure of the Confidential Information, except disclosure to its employees to the extent necessary to facilitate providing or receiving goods. Upon the Disclosing Party’s request, the Receiving Party shall destroy or return to Disclosing Party all copies of Confidential Information. If either party or any of their respective affiliates or representatives is required or requested by any legal process to disclose any Confidential Information, such party agrees to provide the Disclosing Party with prompt written notice of such request, so that the Disclosing Party may seek an appropriate protective order or waive compliance by the Receiving Party with the provisions herein. It is understood and agreed that this Section 16 survives any expiration or earlier termination of the contract.

17. Governing Law and Jurisdiction. All matters arising out of or relating to these terms and conditions are governed by and construed in accordance with the laws of the Province of Ontario, Canada without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.

18. Assignment. Purchasers will not assign any of their rights or delegate any of their obligations under these terms and conditions without our prior written consent. Any purported assignment or delegation in violation of this Section 18 is null and void. No assignment or delegation relieves Purchasers of any of their obligations under these terms and conditions.

19. No Waivers. The failure by us to enforce any right or provision of these terms and conditions will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of the Supplier.

20. No Third-Party Beneficiaries. These terms and conditions do not and are not intended to confer any rights or remedies upon any person or entity other than Purchasers.

21. Notices.

a) To Purchasers. We may provide any notice to Purchasers by: (i) sending a message to the email address Purchasers provide; or (ii) posting to the Website. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is the responsibility of Purchasers to keep their email address current.

b) To the Supplier. To give us notice under this Agreement, Purchasers must contact us as follows: (i) by email delivered to: info@SEVENCONTINENTS.com; or (ii) by personal delivery, overnight courier or registered or certified mail to 1-945 Wilson Avenue, Toronto, Ontario, Canada, M3K 1E8. We may update the email address or physical address for notices to us by posting a notice on the Website. Notices provided by personal delivery will be effective immediately. Notices provided by email transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

22. Severability. If any provision of these terms and conditions is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these terms and conditions and will not affect the validity or enforceability of the remaining provisions of these terms and conditions.

23. Entire Agreement. Our order confirmation, these terms and conditions, and our Privacy Policy will be deemed the final and integrated agreement between Purchasers and us on the matters contained in these terms and conditions. The headings found in these terms and conditions are provided for convenience only and may not be considered in its interpretation. The provisions of these terms and conditions that by their nature are intended to survive expiration or earlier termination of the contract, including but not limited to the provisions pertaining to intellectual property, confidentiality, warranties, indemnification will survive the expiration or termination of the contract.

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