Terms and Conditions of Accent Group Inc®:
1. Basis of Contract
1.1. These Terms apply to all contracts between Accent Group Inc and having its registered office at 2000 Rogers Road, Perth, ON K7H 1P9 (“Accent Group”) and its customers (“the Customer”) for the sale of goods and products (“Goods”) or the supply of services (including print and design services) (“Services”) to the Customer.
1.2. These Conditions apply to the exclusion of any other terms that the Customer seeks to impose or which are contained on or in any order form, purchase order, letter or other document issued by the Customer, or which are implied by trade, custom, practice or course of dealing.
1.3. The Customer’s order for Goods and/or Services, as set out in a purchase order form, the Customer’s written acceptance of Accent Group’s quotation, or overleaf (as the case may be) (“an Order”) constitutes an offer by the Customer to purchase the Goods and/or Services set out in that Order in accordance with these Conditions.
1.4. An Order is accepted when Accent Group issues a written acceptance of it, or, if earlier, Accent Group delivers the Goods or provides the Services to the Customer.
1.5. The Customer is responsible for ensuring that the terms of the Order and any applicable specification for the Goods and/or Services, including any related artwork and/or designs (“the Specification”) submitted by the Customer are complete and accurate and of good quality and resolution.
1.6. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Accent Group which is not set out in these Conditions or an accepted Order.
1.7. A quotation for Goods and/or Services given by Accent Group shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.
2.1. The Goods and Services are as described in Accent Group’s catalogue or on its website as modified by any applicable Specification.
2.2. Where Goods are manufactured or Services provided in accordance with a Specification supplied by the Customer, the Customer must ensure that there is no infringement of a third party’s intellectual property rights or the commission of a criminal act as a result of Accent Group’s use of the Specification.
2.3. Accent Group reserves the right to amend the Specification of the Goods and/or Services if required by any applicable statutory or regulatory requirements without notice.
2.4. While every effort is made to describe goods and services accurately in catalogues, brochures and on the website, no warranty is given as to accuracy and no responsibility will be accepted for error or mis-description and any resulting loss.
3. Delivery of Goods
3.1. Accent Group shall deliver the Goods to the location set out in the Order
3.2. Unless agreed otherwise by Accent Group, any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
3.3. Accent Group shall not be liable for any failure or delay in delivery of the Goods that is caused by the Customer’s failure to provide Accent Group with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
3.4. If Accent Group fails to deliver the Goods (in whole or in part) or Goods are damaged or lost in transit, Accent Group’s liability shall be limited to replacing the relevant Goods within a reasonable time, refunding the purchase price of the relevant Goods or issuing a credit note against any invoice raised for such Goods.
3.5. Accent Group shall have no liability for any failure to deliver the Goods (even if caused by Accent Group’s negligence) unless written notice is given to Accent Group within five (5) days of the date when the Goods would in the ordinary course of events have been received.
3.6. Accent Group shall not be liable for any loss arising from damage caused to the goods in transit unless loss or damage is noted on the delivery note at the time of delivery or reported to Accent Group in writing with a sample or photographic evidence of such damage within 5 business days of delivery.
3.7. Any claims with regard to the quality of the Goods delivered must be made in writing to Accent Group within 5 days of delivery in accordance with clause 5 below, or such Goods will be deemed to comply with the terms of the contract with regard to quality.
3.8. The Customer shall not be entitled to reject the Goods if Accent Group delivers up to and including 5% more or less than the quantity of Goods ordered, and a pro rata adjustment shall be made to the Order invoice. The quantity of any consignment of Goods as recorded by Accent Group upon despatch from Accent Group's premises shall be conclusive evidence of the quantity received by the Customer unless the Customer can prove otherwise. Any claims with regard to the quantity of the Goods delivered must be made in writing to Accent Group within 5 days of delivery, or such Goods will be deemed to comply with the terms of the contract with regard to quantity.
3.9. Accent Group may deliver the Goods by installments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any other installment.
3.10. If the Customer fails to take delivery of the Goods for any reason, Accent Group shall be entitled to charge the Customer any repeat delivery, storage and related costs and expenses (including insurance) and if the Customer has not taken delivery of the Goods within 10 business days after Accent Group has notified the Customer that the Goods are ready for delivery, Accent Group may resell or otherwise dispose of part or all of the Goods.
It is not possible to return Goods for refund other than where an order has been produced to the wrong specification or is not to an acceptable standard.
5. Quality of Goods
5.1. Accent Group warrants that on delivery the Goods shall:
5.1.1. conform in all material respects with their description and any agreed Specification;
5.1.2. be free from material defects in design, material and workmanship; and
5.1.3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
5.2. Subject to clause 5.3, if:
5.2.1. the Customer gives notice in writing to Accent Group within 5 days of delivery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
5.2.2. Accent Group is given a reasonable opportunity of examining such Goods; and
5.2.3. the Customer (if asked to do so by Accent Group) returns such Goods to Accent Group at the Customer’s cost,
Accent Group shall, at its option, repair, reprint or replace the defective Goods, refund the price of the defective Goods and any applicable delivery charges in full or issue a credit note against any invoice raised for the Goods which has not yet been paid.
5.3. Accent Group shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events:
5.3.1. the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
5.3.2. the defect arises because the Customer failed to follow Accent Group’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
5.3.3. the defect arises as a result of Accent Group following any drawing, design or Specification supplied by the Customer;
5.3.4. the Customer alters or repairs such Goods without the written consent of Accent Group;
5.3.5. the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions; or
5.3.6. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4. Except as provided in this clause 5, Accent Group shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5. These Conditions shall apply to any replacement Goods supplied by Accent Group.
5.6. Any samples and all illustrations, photographs, descriptive matter, specifications, measurements and advertising issued by Accent Group and any descriptions or illustrations contained in Accent Group’s catalogues, brochures or websites are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They do not form part of the contract between Accent Group and the Customer or have any contractual force. Accent Group reserves the right to vary the specification of any item or service without prior notice.
5.7. All sizes referred to on Accent Group’s price lists, estimates or brochures are approximate only, unless expressly agreed in writing by Accent Group.
5.8. Except where expressly agreed in writing by Accent Group, Accent Group shall be deemed to have fulfilled its obligations under these Conditions by printing, cutting, embroidering, or otherwise personalising Goods within reasonable trade tolerances.
5.9. Whilst Accent Group will take all reasonable steps to try to match logo styles, font style, pantone colours or swatches, this cannot be guaranteed.
5.10. No responsibility shall be accepted by Accent Group for any errors in proof materials submitted to and approved by the Buyer.
5.11. Although every endeavour will be made to supply Goods in accordance with the quality of any sample supplied to the Customer, this cannot be guaranteed.
5.12. All reasonable efforts will be made to obtain the best possible colour reproduction on a Customer’s printed Goods but the Customer acknowledges that variation is inherent in the printing process and that Accent Group cannot guarantee an exact match in colour or finish between the Customer’s artwork or previously printed material (whether printed by Accent Group or another party) or any other materials supplied by the Customer and the printed Goods supplied by Accent Group.
6. Title and Risk
6.1. The risk in the Goods shall pass to the Customer on delivery.
6.2. Title to the Goods shall not pass to the Customer until Accent Group has received payment in full (in cash or cleared funds) for the Goods.
6.3. Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Accent Group’s property;
6.3.2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.4. notify Accent Group immediately if it is unable to pay its debts as they fall due, becomes the subject of any formal insolvency proceeding or the subject of an application or proposal for any formal insolvency procedure ; and
6.3.5. give Accent Group such information relating to the Goods as Accent Group may require from time to time.
6.4. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 6.3.4, then, without limiting any other right or remedy Accent Group may have:
6.4.1. the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
6.4.2. Accent Group may at any time:
18.104.22.168. require the Customer to deliver up all Goods in its possession which have not been resold; and
22.214.171.124. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7. Supply of Services
7.1. Accent Group shall provide the Services to the Customer in accordance with the Specification in all material respects.
7.2. Accent Group shall use reasonable endeavours to meet any performance dates specified in an Order, but such dates shall be estimates only and time shall not be of the essence for the supply of the Services.
7.3. Accent Group may make changes to the Services to comply with applicable law or safety requirements.
7.4. Accent Group shall provide the Services using reasonable care and skill.
8. Price and Payment
8.1. The price of the Goods and/or Services shall be the price set out in the Order or, if no price is quoted, the price set out in Accent Group’s current catalogue(s) as at the date of an Order .
8.2. The price of the Goods and/or Services is exclusive of the cost of delivery and HST/GST/PST as applicable (unless otherwise stated), which shall be invoiced to the Customer. Costs for additional artwork, alterations from original copy after an approved proof or additional printing costs will be charged in accordance with details and policies contained in Accent Group’s brochures or on its website from time to time, or as advised by Accent Group to the Customer.
8.3. Payment is required by credit or debit card before any order is processed unless credit facilities have been approved with Accent Group in advance. The Customer’s card will be debited automatically when the Customer’s Order is accepted by Accent Group.
8.4. Where credit facilities have been approved, Accent Group may invoice the Customer for the Goods on or at any time after delivery or for Services on or at any time after performance.
8.5. The Customer shall pay the invoice in full and in cleared funds by the end of the month following the month the invoice was dated. Payment shall be made to the bank account noted on the invoice. Time of payment is of the essence.
8.6. If the Customer fails to make any payment due to Accent Group by the due date for payment, then Accent Group may suspend delivery of any further Goods and/or the provision of any further Services to the Customer and the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the base rate of the Bank of Canada from time to time from the due date until payment.
8.7. The Customer shall pay all amounts due to Accent Group in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
9. Amended or Cancelled Orders
9.1. Changes to an Order (including an Order to be delivered in installments) are not generally possible once submitted by the Customer. Any request to change the quantity of an Order must be made in writing by the Customer to Accent Group prior to Accent Group commencing work on the Order and will be accepted at the discretion of Accent Group.
9.2. Accent Group may suspend or cancel any Order by written notice if:
9.2.1. the Customer fails to pay Accent Group any money when due;
9.2.2. the Customer becomes insolvent; or
9.2.3. the Customer fails to honour its obligations under these Conditions
9.3. The Customer may not cancel an Order unless Accent Group agrees in writing.
9.4. A charge will be made on all cancelled orders (including partially cancelled orders), together with a charge for all work carried out up to the date of written cancellation by the Customer.
9.5. On termination of the contract or cancellation of an Order for any reason the Customer shall immediately pay to Accent Group all of Accent Group’s outstanding unpaid invoices and interest.
9.6. Termination of the contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
9.7. Clauses which expressly or by implication survive termination of the contract shall continue in full force and effect.
10. Limitation of Liability
10.1. Nothing in these Conditions shall limit or exclude Accent Group’s liability for:
10.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
10.1.2. fraud or fraudulent misrepresentation;
10.1.3. any matter in respect of which it would be unlawful for Accent Group to exclude or restrict liability.
10.2. Subject to clause 10.1:
10.2.1. Accent Group shall under no circumstances whatever be liable to the Customer, whether in contract, tort, negligence, breach of statutory duty, or otherwise, for any indirect or consequential loss arising under or in connection with the supply of Goods to the Customer, including loss of profit, loss of business or loss of revenue; and
10.2.2. Accent Group’s total liability to the Customer in respect of all other losses arising under or in connection with the supply of Goods, whether in contract, tort, negligence, breach of statutory duty, or otherwise, shall in no circumstances exceed the price actually paid by the Customer for the Goods and/or Services to which the claim relates.
11. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations to the extent that such failure or delay is caused by an event beyond a party’s reasonable control, or which could not have been foreseen, or, if it could have been foreseen, was unavoidable, including industrial disputes, failure of transport network, acts of God, war, terrorism, riot, interference by civil or military authorities, national or international calamity, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of buildings, fires, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
12.1. Any notice or other communication given under or in connection with these Conditions or an Order shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business
(in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
12.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.1 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by by fax or e-mail, one business day after transmission.
12.3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
13. Assignment and other Dealings
13.1. Accent Group may at any time transfer its rights and obligations hereunder to another party.
13.2. The Customer may not transfer its rights or obligations hereunder without the prior written consent of Accent Group.
Each paragraph of these Conditions operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect
A waiver of any right or remedy contained in these Conditions or existing at law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided hereunder or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16. Third Party Rights
A third party shall not have any rights to enforce these Conditions.
Accent Group may revise and amend these Conditions from time to time to reflect changes in market conditions affecting its business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements.
18. Governing Law and Jurisdiction
18.1. These Conditions and the contract between the parties, and any dispute or claim arising out of or in connection with these Conditions or an Order (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of Canada.
18.2. Each party irrevocably agrees that the courts of Canada shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or any Order (including non-contractual disputes or claims).