TERMS AND CONDITIONS FOR THE SALE OF GOODS

GIT Canada Holding Inc.
TERMS AND CONDITIONS FOR THE ONLINE SALE OF GOODS

  1. This document contains very important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you. Please read it carefully.
    These terms require the use of arbitration to resolve disputes, rather than recourse to the judicial system.
    By placing an order for Goods (as defined below) from this website, you affirm that you are of legal age to enter into this agreement, and you accept and are bound by these terms and conditions. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these terms and conditions.
    You may not order or obtain Goods (as defined below) from this website if you: (i) do not agree to these terms and conditions; (ii) are not the age of majority in your province or territory of residence; or (iii) are prohibited from accessing or using this website or any of this website’s contents or Goods (as defined below) by applicable law.
    These terms and conditions (these “Terms“) apply to the purchase and sale of Goods (as defined below) through GIT Wholesale (the “Site“). These Terms are subject to change by GIT Canada Holding Inc. (referred to as “us“, “we“, or “our” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the “Last Updated Date” referenced on this Site. You should review these Terms before purchasing any Goods (as defined below) that are available through this Site. Your continued use of this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.
    These Terms are an integral part of the Website Terms and Conditions of Use that apply generally to the use of our Site. You should also carefully review our Website Privacy Policy before placing an order for Goods (as defined below) through this Site (see Section 10).
  2. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products listed in your order (the “Goods”). All orders must be accepted by us or we will not be obligated to sell the Goods to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the Goods you have ordered.
  3. Prices and Payment Terms.
    • All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for Goods will be the price advertised on this Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order confirmation email. In the event that the price of the Goods changes between the time that it is ordered and it’s delivery to the Delivery Point (as defined below), we reserve the right to notify you of the change in price and to cancel the order in the event that you do not agree to the increased price.
    • We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
    • Posted prices do not include taxes or charges for shipping and handling to the Delivery Point. All such taxes and charges will be added to your total price once a Delivery Point is chosen and will be itemized in your shopping cart and in your order confirmation email.
    • You are responsible for insurance costs, customs, duty charges and other taxes and charges not shown in your order confirmation email, including but not limited to charges for shipping and handling from the Delivery Point.
    • Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing:
      1. where the Goods being purchased are in stock full payment must be received by us before our acceptance of an order;
      2. where the Goods being purchased are in transit 30% of the payment must be received with your order and the remaining 70% of the payment must be received upon delivery to the Delivery Point; and
      3. where the Goods being purchased are a custom order 50% of the payment must be received with your order and the remaining 50% of the payment must be received upon delivery to the Delivery Point (as defined below).
    • It is possible that incentive dollars may be applied against your account. For more details about incentive dollars please review the information about our incentive program.
    • We accept approved credit cards for all purchases. You represent and warrant that: (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honoured by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.
    • You shall pay interest on all late payments at the rate of 2% per month, calculated daily and compounded monthly. You shall reimburse us for all costs incurred in collecting any late payments, including, without limitation, legal fees. In addition to all other remedies available under these Terms or at law (which we do not waive by the exercise of any rights hereunder), we shall be entitled to suspend the delivery of any Goods if you fail to pay any amounts when due hereunder and such failure continues for thirty (30) days following written notice thereof.
  4. Shipments; Delivery; Title and Risk of Loss.
    • Unless otherwise agreed in writing by the parties, we shall deliver the Goods to your choice of the Port of Halifax, Port of Vancouver or 290 Industrial Drive, Saint John, New Brunswick E2R 1A5 (each a “Delivery Point”) using our standard methods for packaging and shipping such Goods. All prices are FOB the Port of Halifax, Port of Vancouver or 290 Industrial Drive Saint John, New Brunswick E2R 1A5.
    • You shall be responsible for all loading costs and provide equipment and labour reasonably suited for receipt of the Goods at the Delivery Point. You must arrange for shipment of the Goods to you from the Delivery Point and will pay all shipping and handling charges unless otherwise specified in the order confirmation.
    • Risk of loss passes to you upon delivery of the Goods at the Delivery Point.
    • Title of the Goods passes to you upon payment in full of all amounts owing to us under these Terms.
    • Provided you have paid in full, if for any reason you fail to accept delivery of any of the Goods on the date fixed pursuant to our notice that the Goods have been delivered at the Delivery Point, or if we are unable to deliver the Goods at the Delivery Point on such date because you have not provided appropriate instructions, documents, licences or authorizations: (i) risk of loss to the Goods shall pass to you; (ii) the Goods shall be deemed to have been delivered; and (iii) we, at our option, may store the Goods until you pick them up, whereupon you shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
    • The quantity of any instalment of Goods as recorded by us at the Delivery Point is conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary. We shall not be liable for any non-delivery of Goods (even if caused by our negligence) unless you give us written notice of the non-delivery within thirty (30) days of the date when the Goods would in the ordinary course of events have been received. Our liability for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered at the Delivery Point.
    • If we have not received payment in full by the time the Goods are delivered to the Delivery Point we may, at our option, immediately terminate this agreement without notice at which time you shall forfeit any amounts paid under these Terms and we shall have the right to sell the Goods to a third party.
  5. DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES; NON-RELIANCE. EXCEPT FOR THE PRODUCT WARRANTY SET FORTH IN SECTION 6, (A) NEITHER WE NOR ANY PERSON ON OUR BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION, WARRANTY OR CONDITION WHATSOEVER, EITHER ORAL OR WRITTEN, INCLUDING ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR PERFORMANCE OF GOODS OR PRODUCTS TO STANDARDS SPECIFIC TO THE COUNTRY OF IMPORT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY US, OR ANY OTHER PERSON ON OUR BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 OF THESE TERMS AND CONDITIONS.
  6. Limited Product Warranty. Subject to Section 5, Section 7, and Section 8, we warrant to you that the Goods will be free from material defects in materials and workmanship (except for designs or materials provided by you) for the applicable period specified below (the “Warranty Period”) (altogether constituting the “Product Warranty” hereunder):
    • Decking:
      • In the case of a commercial application, for a period of 5 years from the date of purchase of the Goods.
      • In the case of a residential application, for a period of 15 years from the date of purchase of the Goods.
    • Laminate Flooring:
      • In the case of a residential application, for a period of 20 years from the date of purchase of the Goods.
      • In the case of light commercial application, for a period of 5 years from the date of purchase of the Goods.
    • Vinyl Flooring:
      • In the case of a commercial application, for a period of 15 years from the date of purchase of the Goods.
      • In the case of a residential application, for a period of 25 years from the date of purchase of the Goods.
        The Product Warranty is non-transferable.
  7. Product Warranty Limitations. The Product Warranty does not apply to any Good that:
    • has been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or maintenance or use contrary to any instructions issued by us;
    • for the purpose of section 7(a), abuse includes surface damage resulting from tools or cleaning products;
    • has been installed contrary to local building codes;
    • has been painted or otherwise coated;
    • has been reconstructed, repaired or altered by persons other than us or our authorized representative; or
    • has been used with any third-party products, hardware or product that has not been previously approved in writing by us.
  8. Buyer’s Exclusive Remedy for Defective Goods. Notwithstanding any other provision of these Terms, this Section 8 contains your exclusive remedy for Goods not conforming to the Product Warranty under section 6 (“Defective Goods”). Your remedy under this Section 8 is conditioned upon your compliance with your obligations under Section 8(a) and Section 8(b) below. During the Warranty Period, with respect to any allegedly Defective Goods:
    • You shall notify us, in writing, of any alleged claim or defect within two (2) Business Days from the date you discover, or upon reasonable inspection should have discovered, such alleged claim or defect (but in any event before the expiration of the applicable Warranty Period);
    • You shall ship, at your expense and risk of loss, such allegedly Defective Goods to our facility located at 290 Industrial Drive, Saint John, New Brunswick E2R 1A5 for inspection and testing by us;
    • if our inspection and testing reveals, to our reasonable satisfaction, that such Goods are Defective and any such defect has not been caused or contributed to by any of the factors described under Section 8.02, we shall in our sole discretion and at our expense, repair or replace such Defective Goods; and
    • We shall ship to you, at your expense and risk of loss, the repaired or replaced Goods to a location designated by you.

    You have no right to return for repair, replacement, credit or refund any Good except as set forth in this Section 8. In no event shall you reconstruct, repair, alter or replace any Good, in whole or in part, either itself or by or through any third party.
    THIS Section 8 SETS FORTH YOUR SOLE REMEDY AND OUR ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED PRODUCT WARRANTY SET FORTH IN Section 6.

  9. Limitation of Liability.
    • (a) IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR AGGRAVATED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
    • (b) OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE GOODS YOU HAVE ORDERED THROUGH OUR SITE.
  10. Return  Policy.
    There is no return policy unless if GIT Canada Holding Inc issues a written letter.
  11. Indemnification. You shall indemnify, defend and hold harmless GIT Canada Holding Inc. and its officers, directors, employees, agents, affiliates, subsidiaries, successors and permitted assigns (collectively, the “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees, fees and the costs of enforcing any right to indemnification under these Terms and the cost of pursuing any insurance providers, incurred by Indemnified Party relating to, arising out of or resulting from any claim of a third party arising out of or occurring in connection with the products purchased from us or your negligence, wilful misconduct or breach of these Terms. You shall not enter into any settlement without our or Indemnified Party’s prior written consent.
  12. Our Right to Terminate: We may terminate this agreement by providing notice to you via email:
    • if you fail to pay any amount when due under these Terms;
    • if you:
      1. become insolvent or is generally unable to pay, or fails to pay, your debts as they become due;
      2. file an application for voluntary bankruptcy;
      3. has a bankruptcy order made against you or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;
      4. seek reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to your debts;
      5. make or seek to make a general assignment for the benefit of your creditors; or
      6. apply for or have an interim receiver, receiver, receiver-manager, trustee, monitor, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of your property or business.

    Any termination under this Section 10 will be effective when we send an email to the email address provided by you when you signed up for your account with us if sent during your normal business hours and on the next business day if sent after your normal business hours.

  13. Effect of Termination: In the event that this agreement is terminated pursuant to Section 10 or Section 14, you shall forfeit any amounts paid under these Terms.
  14. Privacy. We respect your privacy and are committed to protecting it. Our Website Privacy Policy, http://gitwholesale.ca/terms-and-conditions/, governs the processing of all personal data collected from you in connection with your purchase of Goods through the Site.
  15. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms (except for any obligations to make payments to the other party hereunder), when and to the extent such party’s (the “Impacted Party”) failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19), tsunami, explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this agreement; (f) national or regional emergency; (g) strikes, labour stoppages or slowdowns or other industrial disturbances; (h) shortage of adequate or suitable materials, telecommunication breakdown or shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party.
    The Impacted Party shall give notice within thirty (30) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of sixty (60) consecutive days following written notice given by it under this Section 10, either party may thereafter terminate this Agreement upon fifteen (15) days’ written notice.
  16. Governing Law. All matters arising out of or relating to these Terms are governed by and construed in accordance with the laws of the Province of New Brunswick and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the Province of the New Brunswick or any other jurisdiction).
  17. Waiver of Recourse to the Courts and Binding Arbitration.
    (a) YOU AND GIT CANADA HOLDING INC. ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
    ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND GIT CANADA HOLDING INC. ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF GOODS THROUGH THIS SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

    (b) The arbitration will be administered pursuant to the Arbitration Act, RSNB 2014, c.100.
    The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
    If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
  18. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 17 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
  19. No Waivers. The failure or delay by us to exercise or enforce any right or provision of these Terms 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 GIT Canada Holding Inc.
  20. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.
  21. Notices.
    (a) To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide to us and consent to us using; or (ii) by posting to the Site. 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 your responsibility to keep your email address current.
    (b) To Us. To give us notice under these Terms, you must contact us by personal delivery, overnight courier or registered or certified mail to GIT Canada Holding Inc. 290 Industrial Drive, Saint John NB E2R 1A5. We may update the facsimile number or address for notices to us by posting a notice on this Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile 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 is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
  23. Entire Agreement. Our order confirmation, these Terms, our Website Terms and Conditions of Use, our Website Privacy Policy, our Terms and Conditions with respect to our incentive program and shipping documents (if applicable) will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.