Online Sales Conditions

Last Updated: 18 Sept 2008.
 

1 Definitions
1.1 In these Conditions, the following terms shall have the respective meanings specified below unless the context otherwise requires:

"Buyer" means the person or legal entity identified in the Order as the purchaser of the Products.

“Credit Card” means such form of charge card(s) or credit card(s) as may be stipulated at the Online Store as being acceptable for payment for Products.

“Credit Card Company” means in respect of any Credit Card, the relevant company or companies controlling or administering payments for such Credit Card.

“Conditions” means these Conditions of Online Sale.

"Contract" means a contract for sale between DFASS and the Buyer of the Products formed in accordance with Clause 3.3.

"DFASS" means DFASS Canada Company

"Force Majeure Event" means any event or circumstances the occurrence and the effect of which DFASS could not reasonably prevent or avoid including:
(i) explosion, fire, flood, war, earthquake, storm or other natural disasters;
(ii) war, declared or undeclared, sabotage, insurrection, terrorist or criminal acts, riot or civil disturbance
(iii) import or export regulations or embargo or requisition restrictions regulations bye-laws prohibition or any acts or measures or any intervention of any governmental or regulatory authority;
(iv) epidemic, quarantine restrictions, outbreak of disease or any travel restrictions or bans (including bans on non-essential travel) issued by the World Health Organisation or any governmental authority;
(v) strike, lock-out, work stoppage or other industrial action or trade dispute (whether involving employees of DFASS or any other person); and
(vi) any default act or omission on the part of DFASS's suppliers or sub-contractors.

“Online Store” means the Air Canada Duty Free online store currently accessible at http://www.acdutyfree.com

"Order" means an online order placed via the Online Store by a Buyer with DFASS for the Products in accordance with these Conditions.

“Parties” means DFASS and the Buyer and “Party” means any one of them.

"Product" means a product or service listed at the Online Store for which DFASS invites Orders in accordance with these Conditions.

“Returns Policy” is defined in Clause 8.2.

“Substitute Product” is defined in Clause 5.3.

1.2 Words using the singular or plural number also include the plural or singular number.
1.3 Any reference to a "person" or “entity” includes a reference to an individual, a sole-proprietor, a partnership, an unincorporated association and a company.
1.4 Any reference to a "Clause" is to a clause of these Conditions.
1.5 The headings in these Conditions are inserted for convenience only and shall be ignored in construing these Conditions.
1.6 A reference to the word “include” or “including” shall not be construed as having any limiting effect.
 
2 Application and effect
2.1 These Conditions shall govern the sale of the Products listed at the Online Store by DFASS to the Buyer.
2.2 By ordering the Products and/or accepting delivery of the Products, the Buyer agrees to be bound by and accepts these Conditions.
 
3 Orders, price and payment
3.1 Buyer shall indicate the Products it wishes to order and the quantity required, at the price specified by DFASS at the Online Store, by placing a Order on the designated online form at the Online Store and providing to DFASS all necessary information as may be required by DFASS.
3.2 All Orders made by the Buyer for one or more Product(s) shall be deemed to be an offer made by the Buyer to purchase such Product(s) upon the terms of these Conditions and for the selected Products and quantities set out in the Order. All Orders shall be subject to acceptance by DFASS.
3.3 DFASS may accept an Order by:
3.3.1 email or other mode of communication within a reasonable time after Buyer has made the Order, to accept and confirm the price, quantity and Product(s) ordered by the Buyer; or
3.3.2 delivering the Product(s) ordered to the Buyer,and upon such acceptance, a binding Contract shall be formed upon the terms set out in these Conditions, the terms of the accepted Order (excluding any terms which are not accepted by DFASS), and such other terms and conditions as DFASS may impose as a condition of its acceptance. For the avoidance of doubt, no Contract shall come into existence unless and until the Order has been accepted by DFASS in the manner set out in this Clause 3.3. Processing of Credit Card payment for an Order shall not in itself constitute acceptance of the Order by DFASS, provided that where an Order is rejected by DFASS, any payment made for such Order shall be reversed or refunded by DFASS.
3.4 DFASS shall be entitled to:
3.4.1 decline to accept or reject the Buyer’s Order in whole or in part without assigning any reason; or
3.4.2 non delivery of any Order in whole or in part due to Product unavailability, low inventory levels, or for any other reason.
3.5 DFASS shall not be liable for any errors in the pricing or specification of Products ordered by the Buyer that may appear at the Online Store. The price to be paid by the Buyer for all Products shall be DFASS's current selling price on the date of receipt by DFASS of the Order, which may or may not be correctly reflected at the Online Store.
3.6 Payment for the Products shall be made by the Buyer in full by Buyer’s valid Credit Card before physical delivery of Products. Cash or personal checks will not be accepted.
3.7 The Buyer warrants that it is ordering Products for its own internal use only and not for re-sale or export purposes.
3.8 All credit card payments are subject to the approval of the Credit Card Company and the relevant paying bank. DFASS shall not be liable in any way if the Credit Card Company or the paying bank refuses to process or accept any Credit Card or Credit Card particulars for any reason.
3.9 The Buyer agrees to submit to DFASS and its payment service provider such Credit Card and other personal and delivery information as may be reasonably requested by DFASS or its payment service provider to process the Order, payment for the Order, and to arrange for delivery and invoicing. DFASS shall require its payment service provider to keep such information confidential and not use the same for any purpose other than to carry out its services, provided Buyer agrees that DFASS shall not be liable for any loss, damage, or liability in the event of any unauthorized disclosure of such information by its payment service provider.
3.10 DFASS reserves the right to exercise its lawful remedies if a dispute or issue arises over payment through Credit Card, or if it does not receive full payment for an Order. In particular, but without limitation, if the Credit Card Company or the paying bank rejects or reverses payment for an Order, DFASS may in its discretion:
3.10.1 reject such Order, or suspend or cancel delivery of such Order;
3.10.2 repossess the Products if delivered; or
3.10.3 claim against the Buyer for the full price of the Order as a debt.
3.11 DFASS shall be entitled to set-off and deduct from any refund due to the Buyer all sums owed by the Buyer to DFASS under any and all Contracts and other agreements.
 
4 Title and risk
4.1 Risk in the Products shall pass to the Buyer upon delivery of the Products to Buyer.
4.2 Title in the Products shall not pass to Buyer until receipt by DFASS of full and final payment for the Products and delivery of the Products to Buyer.
 
5 Order delivery and cancellation
5.1 Subject always to DFASS’ acceptance of the Order, DFASS shall deliver the Products to designated flight.
5.2 DFASS reserves the right from time to time, without liability or prior notice, to withdraw or cease to make available any or all Products from the Online Store, or to:
5.2.1 change its prices or specifications of any Product; or
5.2.2 deliver a Product which has similar functionality as any Product ordered with minor differences in specifications, (each a "Substitute Product"). The Buyer shall be deemed to have accepted such changes and differences if the Buyer accepts delivery of a Substitute Product.
 
6 Acceptance, Returns & Refunds
6.1 Unless the Buyer notifies DFASS in writing to the contrary within 30 days of the date of delivery, the Products shall be deemed to have been accepted by the Buyer as being in good condition and in accordance with the Contract.
6.2 DFASS guarantees that every Product is in good condition at the time of purchase. If it is not, the Buyer must return the Product to DFASS by registered post in its original condition and original packaging and accompanied by proof of purchase within 30 days of receipt, detailing the reason for return. Upon safe receipt of returned Products within 30 days, DFASS will refund the cost of such Product to the Buyer’s Credit Card account. All purchases using any form of vouchers are non-refundable and non-exchangeable. DFASS will not entertain any returns or requests for refunds which do not comply with the above conditions. The foregoing shall be known as DFASS’ “Returns Policy”.
6.3 DFASS makes no warranty in respect of any Product, and DFASS’ Returns Policy is in lieu of all other warranties express or implied, including any implied warranties of merchantability, satisfactory quality, compliance with description and fitness for a particular purpose. DFASS’s sole liability for defective or non-compliant Products is limited to the Returns Policy.
6.4 DFASS reserves the right to refuse any claims under the Returns Policy if:
6.4.1 The claim does not meet any of the conditions, or falls within any of the exclusions, under the Returns Policy; or
6.4.2 The defect is the result of:
(i) improper use or mismanagement by Buyer;
(ii) operation of the Products other than in accordance with the operating manual or instructions;
(iii) use of the Products in a manner not reasonably contemplated by DFASS;
(iv) modification of the Products not authorized by DFASS
(v) subjection of the Products to unusual or unrecommended physical, environmental or electrical stress; or
(vi) Buyer’s failure to comply with any terms of these Conditions.
 
7 Exclusion & limitation of liability
7.1 In no event shall DFASS be liable to the Buyer or any third party for any indirect, special, consequential, exemplary or punitive loss or damage for any breach of these Conditions, including but not limited to loss of profits, loss of business or goodwill, loss of use, or any claim by any third party, even if DFASS has been advised of the possibility of such loss or damage.
7.2 The total liability of DFASS to the Buyer for any and all claims whether by the Buyer or by any other person and howsoever arising in connection with or arising out of the sale, supply, delivery possession, replacement or use of a Product or resulting from the breach of the Contract and/or these Conditions by DFASS shall not in any event exceed the price of the Product giving rise to such claims.
7.3 Nothing in these Conditions shall limit or exclude DFASS’s liability for death or personal injury caused by DFASS’s negligence.
 
8 Amendment
8.1 DFASS reserves the right to change these Conditions without prior written notice at any time, at DFASS’s sole discretion, by posting a copy of the amended Conditions at the Online Store.
8.2 Any attempt to modify, supplement or amend these Conditions by the Buyer will be null and void, unless expressly agreed to in writing by DFASS.
 
9 Complete Contract
9.1 The Contract and these Conditions represent the entire understanding between DFASS and the Buyer concerning the sale and supply of the Products, and shall form the exclusive statement of all the matters covered by the Contract and these Conditions. Any and all previous course of dealings, written or oral understandings, discussions, representations, correspondence and communications between the Parties relating to the matters covered by the Contract and/or these Conditions are hereby superseded.
9.2 Any term or condition of the Buyer’s Order which is any way inconsistent with or in addition to these Conditions shall not be applicable or binding on DFASS, unless otherwise agreed in a written agreement signed by Buyer and DFASS, and any failure by DFASS to object shall not be considered a waiver of these Conditions.
 
10 Assignment
10.1 The Buyer shall not assign or otherwise transfer the Contract or any of its rights and obligations hereunder, whether in whole or in part without the prior written consent of DFASS. Any such unauthorized assignment shall be deemed null and void.
 
11 No Waiver
11.1 No failure on the part of DFASS to exercise, and no delay on its part in exercising, any right or remedy under the Contract will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
 
12 Illegality
12.1 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
 
13 Rights of Third Parties
13.1 A person or entity who is not a Party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of the Contract, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.



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