By purchasing products on our website, you agree to these Terms and Conditions (collectively, this “Agreement”) contains the entire agreement between you (“you” or “Customer “) and TeleVU Innovation Ltd. (“BIOVU”) with respect to your purchase of any goods from BIOVU. This Agreement supersedes any prior written or oral agreements between the parties. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.
Order & Order Acceptance
Each order placed under this Agreement is subject to BIOVU’s acceptance. If accepted, BIOVU will process the order and make delivery of the purchased products in accordance with this agreement.
Shipping Fees
All orders are considered FOB, Toronto. The customer is fully responsible for freight and shipping fees, insurance, customs fee and duties and any other order-related fees in Canada or at the destination.
Payment Options
Payments can be made via Visa, MasterCard or American Express credit cards or by using PayPal payment services.
Customer Acceptance of Delivered Order
Complaints about a delivered order such as damage, missing or incorrect products, incorrect invoicing, etc. need to be sent to BIOVU within 2 business days after the receipt of shipment.
Damaged Shipment
In the event products are damaged during shipping, please keep the damaged products in the original shipping container and immediately notify BIOVU and the courier. The couriers will require a damage inspection and a claim for reimbursement. BIOVU will promptly ship replacements for the damaged products.
Returns
If a Customer wishes to return the product(s) for any reason, the Customer needs to notify BIOVU in writing via email or regular mail of the reason for return and including the serial number of the products. Returns must be made within 30 days of receipt of order and be accompanied by a copy of the invoice and explanation for the return. Once approved, a credit will be issued to the Customer’s BIOVU account. Returns are subject to a 25% restocking fee and shipping fees, both ways, are the customer’s responsibility. No refunds on products returned 30 days after receipt.
Refusal of Shipment
If any shipment is undeliverable or refused, a 25% restocking fee plus shipping costs will be charged to the Customer’s account. New shipping charges will be incurred to re-send the shipment. Until these additional charges are paid, subsequent orders will not be processed.
Back Orders
BIOVU employs strict inventory management controls and while it is always our objective to have sufficient quantities of products, backorders may occur.
Warranty & Warranty Disclaimer
BIOVU warrants that its products shall be free from defects in materials and workmanship for a period of twelve (12) months beyond the manufacturing date subject to proper use, handling and storage of our products as outlined in our user guides and device manuals. Such warranty covers the cost of the product, but not shipping unless the subject defect occurs within thirty (30) days of the shipment of the product to the Customer. WITH THE SOLE EXCEPTION OF THE WARRANTY STATED IMMEDIATELY ABOVE IN THIS SECTION, ANY GOODS PROVIDED TO YOU BY BIOVU ARE PROVIDED “AS IS”, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES (I) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR (II) OF INFORMATIONAL CONTENT OR ACCURACY.
Limitation of Remedies
Customer agrees that the aggregate liability of BIOVU and its stockholders, members, partners, directors, managers, officers, employees, and agents (each, a “BIOVU Indemnified Party” and collectively, the ” BIOVU Indemnified Parties”) to Customer or to Customer’s stockholders, members, partners, managers, directors, officers, employees, agents, or Customer s for any action, damage, claim, liability, cost, expense or loss in any way arising out of or related to this Agreement and/or any goods provided by BIOVU shall be limited to (i.e., may not be more than, but can be less than) the purchase price paid by Customer to BIOVU pursuant to this Agreement. In no event shall any of the BIOVU Indemnified Parties be liable to Customer or to Customer’s stockholders, members, partners, managers, directors, officers, employees, agents or Customer s for consequential, exemplary, special, direct, indirect, incidental or punitive damages, including, without limitation, lost profits or opportunity costs even if any or all of the BIOVU Indemnified Parties were notified of the possibility or likelihood of such damages occurring. The provisions of this section shall apply regardless of the form of action, damage, claim, liability, cost, expense or loss, whether in contract, statute, tort (including, without limitation, negligence) and notwithstanding the failure of the essential purpose of any limited remedy. In jurisdictions that prohibit the exclusion or limitation of liability for consequential, incidental or other damages, the liability of each BIOVU Indemnified Party is limited to the greatest extent permitted by law. The parties acknowledge that the purchase price for goods was determined based upon this limitation of liability. THE REMEDIES PROVIDED FOR IN THIS AGREEMENT ARE THE CUSTOMER ’S SOLE AND EXCLUSIVE REMEDIES.
Severability
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
Waiver of Contractual Right
The failure of BIOVU to enforce any provision of this Agreement shall not be construed as a waiver or limitation of BIOVU’s right to subsequently enforce and compel strict compliance with that provision or any other provision of this Agreement.
Applicable Law; Forum
All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal law, not the law of conflicts, of the Province of Ontario. Any suit, action or proceeding against a party to this Agreement brought by another party with regard to this Agreement or the rights and obligations of the parties under this Agreement shall be brought in the Province of Ontario. The parties hereby irrevocably consent to the jurisdiction of the aforementioned courts. In addition, and notwithstanding the foregoing, Customer irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon Customer and may be enforced in any court in which Customer is subject to jurisdiction by a suit upon such judgment.
Indemnity
Customer agrees to indemnify and hold harmless each BIOVU Indemnified Party from and against (and will pay upon demand each BIOVU Indemnified Party the amount of) any and all losses, liabilities, claims, costs (including costs of investigation and defence), damages and expenses (including attorneys’ fees) which any BIOVU Indemnified Party may sustain resulting from, arising out of, relating to or caused by (a) any breach by Customer of any covenant or other agreement of Customer contained in this Agreement; (b) any breach of any representation or warranty made by Customer in this Agreement; and/or (c) any third-party claim brought against BIOVU as a result of Customer’s actions. In connection with any action or proceeding that may give rise to an obligation of Customer to indemnify a BIOVU Indemnified Party, the BIOVU Indemnified Party shall have the exclusive right, at its option, to defend, compromise and/or settle the action or proceeding, and the Customer shall be bound by the determination of any action or proceeding so defended or any compromise or settlement so effected. The remedies provided in this section are not exclusive of and do not limit any other remedies that may be available to any BIOVU Indemnified Party.
Force Majeure
In the event BIOVU shall be delayed or hindered in, or prevented from, the performance of any act required of it by reason of failure of power, telecommunications or connectivity failure, computer malfunctions, restrictive governmental laws or regulations, a labor dispute, industry disturbance, fire, unusually severe weather conditions, riot, insurrection, war, act of terrorism, act of God or any circumstance or cause beyond the control of such party in the reasonable conduct of its business (each such cause or event being hereinafter referred to as a “Force Majeure”), then performance of such acts will be excused for the period of the delay and the period for performance of any such act shall be extended for a period equivalent to the period of such delay.
Opportunity to Cure
Prior to taking any action against the other party as a result of a breach by such party of its obligations under this Agreement, each party shall provide the other with written notice of the breach and the party shall have thirty days to cure such breach.
Survival
The provisions of this Agreement that by their nature are reasonably intended to survive the Agreement’s termination and shall survive the termination of this Agreement. In addition, any of Customer’s obligations under any provision of this Agreement which have accrued but have not been fully satisfied, performed or complied with prior to the termination of this Agreement shall survive the termination of this Agreement to the extent necessary for the full and complete performance of such provisions.
Notice
All notices, requests, consents, demands or other communications given under this Agreement shall be in writing and shall be deemed duly given and received (a) upon personal delivery to the party to whom it is directed; (b) seven days after being sent by certified or registered mail return receipt requested, to the party to whom it is directed, postage and charges pre-paid; (c) one business day after being sent by express overnight delivery by a national carrier to the party to whom it is directed; (d) upon being transmitted by facsimile to the party to whom it is directed so long as the sender retains the confirmation copy indicating that the facsimile was received by the party to whom it is directed; or (e) upon actual delivery if sent by electronic mail or any other electronic means (electronic mail or any other electronic means shall constitute writing for purposes of this Agreement). All notices, requests, consents, demands and other communications (i) to Customer shall be addressed at the addresses set forth in the BIOVU Order Form and (ii) to BioVU Laboratories Ltd, shall be addressed to sales@BioVU.ca or the address set forth in the “Contact Us” section of www.myBioVU.com
By placing an order and for all subsequent orders, you agree to accept all terms and conditions outlined in this document.
By placing an order, I declare that I have read and agree to the terms and conditions outlined by BIOVU. I also declare that I am authorized to place orders and take full responsibility for the acceptance and payment of all future orders placed by our account.
Right to Modify these Terms & Conditions
BIOVU reserves the right to modify these Terms & Conditions at any time. By signing this initial agreement Customer agrees to all of its future modifications. Additionally, a current copy of the Terms & Conditions can be obtained by contacting BIOVU at any time via the contact information contained herein.