CONDITIONS OF SALE
Terms and Conditions of Sale
In-Effect Date: August 18, 2021
These Terms and Conditions of Sale (the “Terms”) apply to your purchase of products (hereinafter referred to as the “Products”) from our website: www.flo.com, any associated sites, our mobile application or our transactional pages, including, without limitation, https://store.en.flo.com/ (the “Site”), owned or operated by Services FLO Inc. (“FLO”, “we”, “us” or “our”).
The Terms constitute a legally binding agreement between you and FLO regarding your purchase of the Products. The version of the Terms posted on the Site on the date of your order applies to your purchase of the Products. We invite you to read them carefully before entering into a transaction and to contact us if you have any questions. By placing an order, you acknowledge that you have read, understood, and accepted without reservation, the present Terms. The Terms do not alter, however, in any way the terms and conditions of any other agreement you may have with FLO, unless otherwise agreed to in writing by FLO.
You are solely responsible (and FLO has no responsibility to you or to any third party) for any breach of your obligations under the Terms and for the consequences (including any loss or damage which FLO may suffer) resulting from any such breach.
Purchase of Products
To purchase a Product on the Site, you can check out as a guest or create an account with a password. If you create an account with a password, you must keep this password strictly confidential and not disclose it or share it with anyone. You are fully responsible for the use of your account and your password and any orders placed thereunder, even by a third party. If you know or suspect that someone else knows or has used your account and/or your password, you must notify FLO immediately.
You may not check out as a guest or use your account to purchase the Products for commercial purposes such as reselling new Products.
When you purchase a Product, either as a guest or with an account, you may be required to provide information about yourself (such as identification, contact details and financial information such as your credit card number). You agree that any information you give to FLO will always be accurate, correct, complete, and up to date.
By placing an order through the Site, you make an offer to purchase the Products you have selected, subject to the Terms. Orders you place with FLO on the Site may be subject to minimum and maximum quantities and are conditional on availability.
The order you place on the Site will not constitute a binding contract unless and until FLO shows on the Site a confirmation of the completion of the transaction. You will receive within 15 days after the completion of the transaction an email containing the invoice for the purchase of the Product.
The data registered by FLO constitutes full proof of the order and the completed transaction. The data registered by the payment system constitutes full proof of the financial transactions.
FLO reserves the discretionary right to refuse orders for any legal reason, without compensation, and/or in the following instances: (1) if FLO has concerns in relation to your creditworthiness, (2) if FLO suspects you of improperly reselling Products or (3) if you have unpaid invoices.
Prices for the Products (including applicable taxes) and shipping fees will be charged and billed at the rates and in such currency indicated on the Site at the time of confirmation of the transaction. Shipping fees will be calculated according to the address of delivery. FLO reserves the right to modify the prices of its Products and shipping fees from time to time.
Payment of the purchase price for the Products, shipping fees and applicable taxes shall be made by credit card at the time of the order. No transaction shall be completed, and no Product shall be shipped, unless confirmation of such payment has been received by FLO.
Please note that the issuer of your credit card may charge you certain fees, such as transaction fees or other fees relating to the processing of your payment and credit card. Check with the issuer of your credit card for details. FLO shall not be liable for delays caused by or extra fees charged by the credit card issuer.
Shipping and Transfer of Ownership
All orders confirmed by FLO will be shipped to the delivery address you specify when you place your order. Products will be shipped by a carrier authorized by FLO, the details of which shall be confirmed to you by email at the time of shipping. FLO shall make commercially reasonable efforts to ship within 10 business days after receipt of an order.
Subject to the carrier’s terms and conditions of delivery, FLO assumes all risk of loss and damage during transport until delivery to the address you provided to us when you placed your order.
Title of ownership to the Products shall transfer to you at the time the Products are delivered to the address you provided to us when you placed your order as reported by the carrier undertaking delivery.
You are solely responsible for the installation of the Products and must follow the specific requirements included in the “Installation Guide” provided with the Products at the time of delivery and available on the Site.
Subject to the conditions set forth in this “Returns” section, all unused Products purchased from FLO may be returned for any reason within 30 calendar days from the date of delivery. (An “unused” Product means a Product that was never used, damaged or installed.) The Product must be returned in its original packaging with all manuals and parts and must include the UPC code and the original receipt. Products may only be returned in the country in which they were purchased.
All returns must be pre-authorized in writing by FLO’s Customer Service. To request such pre-authorization, please contact FLO’s Customer Service at this email address firstname.lastname@example.org specifying the serial number, the reason for the return and the confirmation it is an unused Product. A return merchandise authorization number will be issued together with such written pre-authorization and must be indicated on the return package. You assume the risks and expense of returns, and you may use the carrier of your choice. It is advisable to use a carrier that provides proof of delivery. You retain ownership of the Product until it is delivered to us at the return address specified in the return merchandise authorization. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND PURSUANT TO THE LIMITED PRODUCT WARRANTY, YOU MAY NOT RETURN ANY PRODUCTS TO FLO AND FLO SHALL BE UNDER NO OBLIGATION TO REPLACE OR REPAIR OR REFUND ANY PAYMENTS FOR SUCH PRODUCTS.
FLO will use its commercially reasonable efforts to process all Products returned in accordance with these Terms within ten (10) business days after receipt. Upon satisfactory inspection of the returned Products, FLO will refund the purchase price, the shipping fees charged by us when we first sent you the Product and the taxes collected. If a Product has been removed from the original packaging, FLO may deduct from the original purchase price a repackaging fee equal to 10% of the purchase price. All refunds are made through the same credit card as used for the original purchase of the Product. If we find that you have damaged or used the Product, we will not provide a refund, but we will send you the Product to an address you specify, provided you pay the shipping fees in advance. In addition, no refunds will be provided to you if you provide the wrong or insufficient address or provide no address. You are solely responsible for unclaimed packages due to the foregoing and for entering the correct delivery address. If you do not want the Product to be returned to you, you may surrender it to FLO and relinquish all title and interest in the Product.
Limited Warranty on the Products
All Products purchased from FLO are covered by a Limited Product Warranty, the details of which may be found here. A copy of this warranty will be included in the Installation Guide provided with your purchase.
OTHER THAN AS SET OUT IN THE LIMITED PRODUCT WARRANTY, FLO DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE PRODUCTS OR THEIR DESIGN, MATERIALS, WORKMANSHIP, LIFE, PERFORMANCE OR SUITABILITY, OR THE INFORMATION, SPECIFICATIONS OR MANUALS PROVIDED WITH THEM. FOR ALL OTHER TRANSACTIONS, THE DURATION AND EXTENT OF ANY IMPLIED WARRANTIES IS LIMTIED TO THE FULLEST EXTENT ALLOWED BY LAW.
FLO or its licensors will retain the sole and exclusive property of all intellectual property rights used to create, embodied in, used in, and otherwise relating to the Products and any of their component parts (“FLO IP”). You will not acquire any ownership interest in FLO IP under these Terms or any other agreement, provided however that FLO shall grant you a non-exclusive, irrevocable, perpetual, non-transferable, royalty-free licence to use FLO IP in connection with your use of the Products. Other than as specifically provided above, no information or statement contained in the Terms or the Site shall be construed as conferring, directly or by implication or otherwise, any license or right under any patent, copyright, trade-mark, or other intellectual property right of FLO or any third party.
You must not alter, delete, or conceal any copyright or other notices displayed on the Products.
You must not attempt to reverse engineer the Products or any part thereof, or otherwise attempt to discover FLO IP, including trade secrets or other confidential information embodied in the Products, or allow any other person to do so.
Limitation of Liability
Without limiting the scope of the Terms, IN NO EVENT SHALL flo’s LIABILITY in connection with or arising from the products or the terms EXCEED THE AMOUNT PAID BY YOU FOR THE PRODUCT in respect of which damages are claimed.
IN NO EVENT SHALL FLO BE LIABLE FOR ANY (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY NATURE (EVEN IF THE ADVENT OF SUCH DAMAGE WAS KNOWN OR COULD HAVE BEEN KNOWN BY FLO), (b) ANY LIABILITY ARISING IN TORT, WHETHER OR NOT ARISING OUT OF flo’S NEGLIGENCE, AND ALL LOSSES OR DAMAGES TO ANY PROPERTY OR FOR ANY PERSONAL INJURY OR ECONOMIC LOSS OR DAMAGE CAUSED BY THE CONNECTION OF A PRODUCT TO ANY OTHER DEVICE OR SYSTEM, (c) cause of action in connection with product malfunction AND (d) ANY DAMAGE OR INJURY ARISING FROM, OR AS A RESULT OF, MISUSE, ABUSE OR INCORRECT INSTALLATION, INTEGRATION OR OPERATION OF THE PRODUCTS.
FOR PURPOSE OF THIS LIMITATION OF LIABILITY SECTION, THE TERM “FLO” SHALL INCLUDE FLO AND ITS AFFILIATES AND THEIR SUPPLIERS, LICENSORS, SUCCESSORS, ASSIGNS, SHAREHOLDERS AND AGENTS.
THE LIMITATIONS ABOVE APPLY EVEN IF A PARTY HAS BEEN ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES OR FOR A CLAIM ANY THIRD PARTY, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
The limitations described IN THIS SECTiON do not apply to liability arising from: (A) death or personal injury resulting from negligent acts or omissions AND (B) the non-excludable statutory rights of consumers.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THESE TERMS) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement, or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement, or compromise negotiations, as we may request.
FLO shall not be responsible for its inability to complete an order by any cause beyond its control, including but not limited to, acts of god, pandemic, epidemic, power failures, technical difficulties, bugs and network and servers’ failures, interruptions of the mail or courier services, strikes, lockouts, acts of war or internet or payment system failure. FLO shall make reasonable efforts to promptly notify you of any such inability to complete an order. In the event of delay, FLO will perform its obligations as soon as reasonably possible, and it reserves the right to allocate any remaining Product supply among customers in a fair and reasonable manner.
A failure by a party to exercise or enforce any legal right or remedy which is contained in these Terms (or which the party has the benefit of under any applicable law), will not be taken to be a formal waiver of the party’s rights and those rights or remedies will still be available to the party.
If any provision of these Terms is held to be illegal, invalid or unenforceable, this will not affect any other provision of these Terms and the agreement between the parties will be deemed amended to the extent necessary to make it legal, valid, and enforceable.
You may not assign or transfer these Terms or any of its rights hereunder without FLO’s prior written consent. FLO may assign or transfer these Terms or any of its rights hereunder without your written consent or notice to you.
These Terms are governed by and construed exclusively by the laws of the province of Ontario without giving effect to the conflict of laws principles applicable therein and any controversy or claim arising out of or relating to these Terms that is not resolved by negotiation, including the validity, existence or the breach hereof, shall be determined exclusively by final and binding confidential arbitration administered by the International Centre for Dispute Resolution Canada in accordance with its Canadian Arbitration Rules. The number of arbitrators will be one and the place of arbitration will be Toronto, Ontario, and the language of the arbitration will be English. Except as may be required by law, neither party nor its representatives may disclose the existence, content or results of any arbitration related to these Terms, including the content of any documents exchanged within the arbitration proceedings, without the prior written consent of the other party.
NO CLASS PROCEEDINGS
You agree that all claims will be brought on an individual basis, and that no class or representative actions are permitted. BY AGREEING TO ARBITRATION, YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY OR TO HAVE A DISPUTE HEARD AS A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER PROCEEDING IN WHICH ANY PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. If this arbitration agreement is found to be unenforceable in the courts of Ontario, then any action will be filed, and that venue properly lies, only in the state or federal courts located in Toronto, Ontario, and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action.
Regardless of your location, the provisions of the United Nations Convention on Contracts for the Sale of Goods are hereby excluded from application to these Terms.
All references in these Terms to the singular will include the plural where applicable.
The parties hereto have required that these Terms and all deeds, documents, or notices relating thereto be drafted in the English language.
Products purchased, the Product technology and related documentation may be subject to export control laws, restrictions, regulations, and orders of Canada. You agree to comply with all applicable export laws, restrictions and regulations of Canada or foreign agencies or authorities, and shall not export, or transfer for the purpose of re-export, any Product, Product technology or related documentation to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such Canadian or foreign law or regulation. You shall be responsible for obtaining any required license to export, re-export or import.
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