Sales Terms & Conditions
SALES TERMS AND CONDITIONS
PLEASE READ THE POLAR PAL INC. (“POLAR PAL”) SALES AGREEMENT BELOW CAREFULLY. THIS “AGREEMENT” IS WHAT POLAR PAL CALLS ITS “SALES TERMS & CONDITIONS” ON POLARPAL.CA. BY PLACING AN ORDER ON POLARPAL.CA OR ACCEPTING PRODUCTS SUBJECT TO THIS AGREEMENT, YOU (“YOU” OR “BUYER”) ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT; UNDERSTAND IT; AND THAT YOU AGREE TO BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THIS AGREEMENT.
Unless there is a different written sales agreement in place between Polar Pal and Buyer, this Agreement, including associated warranty statements and any applicable attachments, is the sole and complete agreement between Buyer and Polar Pal regarding the Products purchased by Buyer. Any additional or different terms in any order or communication from Buyer shall not be binding on Polar Pal unless signed by an authorized representative of Polar Pal.
Buyer accepts the terms of this Agreement when ordering online on PolarPal.ca or, when ordering by any other means, by opening the package containing the product. Placing an order on PolarPal.ca or inputting information on PolarPal.ca does not mean Polar Pal has accepted an order through its website. Polar Pal only accepts Buyer’s order by shipping the Product to Buyer. Confirmation of receipt by Polar Pal of Buyer order placed on PolarPal.ca shall not mean Polar Pal has accepted Buyer’s order.
1. Definitions
1.1 Product shall mean any Polar Pal branded or third-party product and related documentation that Polar Pal provides to Buyer under this Agreement.
2. Prices, Payment, and Errors
2.1 Except for credit or debit card transactions, or if not paid in advance of shipment, payment is due upon receipt of invoice. Any amounts not received by Polar Pal within thirty (30) days of receipt of invoice shall be overdue. Buyer shall pay a late payment fee of the lesser of one and one half (1.5%) percent per month or the maximum rate permitted by law on the undisputed overdue balance of the invoice amount. Buyer shall pay any applicable sales, use or similar taxes, fees or duties. Buyer is responsible for taxes, if any, on Product from the date Polar Pal ships them to Buyer. No other discounts, quantity entitlements, or promotions apply unless agreed in writing by Polar Pal. Delivery charges, if applicable, will be as specified in an invoice.
2.2 If you have made your purchase of Products online and used a credit card to do so, the payment for your purchase will occur as described in this paragraph. During checkout, Polar Pal will request a pre-authorization for the total order amount from your credit card company, but this is not an actual charge. Once your order ships, your credit card will be charged. If you ordered more than one item, there may be multiple charges as items ship separately as they become available.
2.3 If Polar Pal makes an error in pricing information and/or a typographic error on PolarPal.ca or otherwise in any advertisements or in any communications with Buyer, Polar Pal may nevertheless refuse or cancel an order placed for a Product or Service quoted at such price or described in error, even if Polar Pal has confirmed the receipt of Buyer’s order or charged Buyer’s credit or debit card. If Polar Pal has charged Buyer’s credit or debit card, Polar Pal will issue a credit to Buyer’s credit or debit card account in the amount of the charge.
3. Shipping Terms
3.1 Polar Pal transfers title to Products to Buyer upon delivery to Polar Pal’s designated carrier shipping the Products to Buyer.
3.2 Polar Pal shall bear the risk of loss or damage to Products until they are delivered to Polar Pal’s designated carrier for shipment to Buyer. Thereafter, Buyer assumes risk of loss or damage. At Buyer’s request and expense or in the discretion of Polar Pal, products will be covered by insurance, arranged and provided by Polar Pal for Buyer, covering the period until they are delivered to Buyer.
4. Product Warranty
4.1 Warranty. Polar Pal warrants to Buyer that for a period of 12 months from the date of shipment of Pro X2 & Elite Product models, the (“Warranty Period”), that such Product will have a 12- Month Limited Parts Warranty to be free from significant defects in material and workmanship. In addition, Polar Pal warrants a 30-day Workmanship & Dead-On-Arrival “DOA” Warranty for workmanship defects, shipping defects and DOA units.
4.2 Limitations. The warranties under Section 4.1 do not apply where the Product have:
(a) been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by Polar Pal;
(b) been reconstructed, repaired, or altered by Persons other than Polar Pal or its authorized Representatives; or
(c) been used with any hardware or product that has not been previously approved in writing by Polar Pal.
4.3 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 4.1 ABOVE, POLAR PAL MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCT, INCLUDING ANY (A) WARRANTY OR CONDITION OF MERCHANTABILITY; (B) WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OR CONDITION OF TITLE; OR (D) 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. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION, CONDITION, OR WARRANTY MADE BY POLAR PAL, OR ANY OTHER PERSON ON POLAR PAL'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED HEREIN.
4.4 Products manufactured by a third party ("Third Party Product") may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Product. Third Party Products are not covered by the warranty in Section 4.1. For the avoidance of doubt, POLAR PAL MAKES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) CONDITION OR WARRANTY OF MERCHANTABILITY; (b) CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) 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.
4.5 Polar Pal shall not be liable for a breach of the warranty set forth in Section 4.1 unless: (i) Buyer gives written notice of the defect, reasonably described, to Polar Pal within 30 days of the time when Buyer discovers or ought to have discovered the defect; (ii) Polar Pal is given a reasonable opportunity after receiving the notice to examine such Product and Buyer (if requested to do so by Polar Pal) returns such Product to Polar Pal's place of business at Polar Pal's cost for the examination to take place there; and (iii) Polar Pal reasonably verifies Buyer's claim that the Product is defective.
4.6 Polar Pal shall not be liable for a breach of the warranty set forth in Section 4.1 if: (i) Buyer makes any further use of such Product after giving such notice; (ii) the defect arises because Buyer failed to follow Polar Pal's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Product; or (iii) Buyer alters or repairs such Product without the prior written consent of Polar Pal.
4.7 Subject to Section 4.5 and Section 4.6 above, with respect to any such Product during the Warranty Period, Polar Pal shall, in its sole discretion, either: (i) repair or replace such Product (or the defective part) or (ii) credit or refund the price of such Product at the pro rata contract rate provided that, if Polar Pal so requests, Buyer shall, at Polar Pal's expense, return such Product to Polar Pal.
4.8 THE REMEDIES SET FORTH IN SECTION 4.7 SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND POLAR PAL'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 4.1.
4.9 Shipping Costs for Warranty Claims. For warranty claims under the 12- Month Limited parts Warranty, the Buyer is responsible for all shipping costs to and from Polar Pal. For claims under the 30-Day Workmanship and DOA Warranty, Polar Pal will cover shipping costs for the return or replacements sent to the buyer.
5. Limitation of Liability
5.1 You confirm and agree that You will operate the Product at your own risk. You agree to save harmless, defend, and indemnify Polar Pal harmless from and against any and all claims and damages arising out of your use of the Product.
5.2 Polar Pal assumes no responsibility or liability for any errors or omissions in the diagrams, set up, operating and usage instructions of this manual. This manual is provided is on an "as is" basis with no guarantees of completeness, accuracy, usefulness or timeliness and without any warranties of any kind whatsoever, express or implied.
5.3 These limitation of liability provisions reflect an informed voluntary allocation of the risks, known and unknown, that may exist in connection with your use of the Product. Such voluntary risk allocation represents a material part of the Agreement. You agree that your remedies will be limited to those set forth in this Agreement and the warranty.
5.4 IN NO EVENT SHALL POLAR PAL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
5.5 IN NO EVENT SHALL POLAR PAL'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO POLAR PAL FOR THE PRODUCT SOLD HEREUNDER OR $500, WHICHEVER IS LESS.
6. GENERAL
6.1 Waiver. No waiver by Polar Pal of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Polar Pal. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
6.2 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
6.3 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.