POTerms
Purchase Order Terms and Conditions
This document contains important information regarding your rights and obligations. PLEASE READ THE ENTIRE DOCUMENT CAREFULLY (Last Update: October 17, 2023)
1. APPLICATION.
1.1 – These terms and conditions (“Terms”) apply to the purchase and sale of any products (“Product(s)”) Tactile Robotics Limited (“Tactile”). By placing an order for Products, the individual or organization purchasing the Products (“Purchaser”) affirms that they are of legal age, and agrees to be bound by the terms and conditions of this agreement. The Purchaser affirms that they have legal authority to bind any organization or company to the Terms.
2. ORDERS AND CONTRACT FORMATION
2.1 – Orders. Orders can be submitted using an online method or an offline method. Online orders can be submitted by following the instructions found at the following website: https://tactilerobotics.ca. Offline orders can be submitted by providing a purchase order via email or fax. If the Purchaser is using a discount or voucher they must submit their order using the offline method.
2.2 – Contract Formation. The Purchaser agrees that the order is an offer to purchase all Products listed in the order, under these Terms. Tactile may reject any order at their sole discretion. Tactile’s written acceptance of the Purchaser’s order of Products will create a binding contract and the unconditional acceptance by the Purchaser of all of the following Terms.
3. PRICE AND PAYMENT TERMS
3.1 – Price. Prices for the Products will be set out in a quotation and will be valid for two months following the issue of a quotation to the Purchaser. Prices do not include taxes or charges for shipping or handling. All such taxes and charges will be tallied and reflected in the total price. Any warranty price does not include customs duties, taxes, or tariffs. Any additional charges are the responsibility of the Purchaser. Unless otherwise indicated, the prices set forth in the order are in Canadian dollars.
3.2 – Pricing errors. The purchase order form from Tactile may inadvertently display inaccurate information or pricing and availability errors. Tactile reserves the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such issues. Any payments made by the Purchaser for orders that are canceled due to pricing errors will be refunded.
3.3 – Invoices. Tactile will email the invoice for the order of Products to the email address on record for the Purchaser once Tactile has shipped the Products.
3.4 – Payment terms. The Purchaser must pay the amount billed on the invoice within thirty (30) days from the issue date of the invoice. The Purchaser may pay the billed amount by cheque, wire transfer, credit card, or debit card. Wire transfers may involve fees charged directly to the transferred amount by originating and/or intermediate banks. To avoid underpayment for wire transfers from outside Canada, a USD $30 wire transfer fee will be added to the invoice to ensure that Tactile receives sufficient funds after the wire transfer fee is deducted. All invoices that have not been paid within the thirty-day period are subject to applicable late fees. Tactile may charge late payment interest of two percent (2%) per month on undisputed amounts or the maximum rate permitted by law, whichever is less.
3.5 – Mailing address. If the Purchaser wishes to pay by cheque, the cheque must be made payable to “Tactile Robotics Ltd.” and mailed to Tactile’s central office at: Tactile Robotics Ltd., 302-135 Innovation Drive, Winnipeg, Manitoba, R3T 6A8
4. SHIPPING AND DELIVERY
4.1- Shipment. Tactile will arrange for the shipment of the Products to the Purchaser. The Purchaser will pay all shipping and handling charges unless otherwise specified, including any additional expenses that may arise from international shipping, including, but not limited to: import duties, excise taxes, value-added taxes, and customs processing fees. The shipping and handling charges listed are an estimate and may be subject to adjustment due to changes in shipping conditions. Changes in shipping conditions may include, but are not limited to: changes in shipping method, revisions to the ship-to address, changes in items shipped, multiple partial shipments, and increases in courier charges. The adjustment will be included in the final invoice, billed separately, or deducted from the Purchaser’s store credit, as applicable. Products may be shipped separately.
4.2 – Passing of Risk. Title, ownership, and risk of loss of or damage to the Products will pass to the Purchaser upon Tactile’s shipping of the Products to the carrier, unless otherwise agreed to by Tactile, in writing.
4.3 – Rejection of shipment. The Purchaser agrees that by accepting delivery of the Products, they have inspected and confirmed that they meet specifications in all respects and have been delivered in good order and condition. Tactile will have the right to investigate any claims of damage, only after which the Purchaser may return the Products to Tactile for repair or replacement at the sole discretion of the Tactile.
4.4 – Delivery dates. Any dates provided that specify shipping and delivery time frames are solely estimates and are not guaranteed by Tactile. The Purchaser understands that Tactile will not be liable for any delays in shipment or delivery.
4.5. Use of data for returned products: If the Purchaser chooses to return a product, if approved by Tactile, any data collected during the usage of the product cannot be utilized for presentations, including publications. Additionally, in the event of any unauthorized or improper use of such data, resulting in potential damage to Tactile Robotics, the Purchaser may be subject to a fine of up to 1 million USD, commensurate with the extent of the damage incurred by Tactile Robotics.
5. STORAGE AND USE
5.1 – Storage and Use. The Purchaser retains the responsibility to store, use, and sell the Products in accordance with applicable regulations, legislation, and generally accepted industry standards. The Purchaser warrants and represents that it is familiar with the proper operating instructions for the Products, and will comply with all such instructions. The Purchaser must use the Products for the designated purpose. The Purchaser agrees that the failure to comply with any part of this section will void any Product warranty provided to the Purchaser by Tactile. Purchaser must thoroughly inspect the Products after storage and before use. If the Purchaser notices any defect, abnormality, deviation, damage, or any other issue with the Products, the Purchaser must refrain from using the Products.
5.2 – Use Restrictions. Except as and to the extent expressly permitted in these Terms, the Purchaser shall not, directly or indirectly:
- modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of the Products; or
- reverse engineer, disassemble, decompile, decode, or adapt the Products, or otherwise attempt to derive or gain access to the composition thereof, in whole or in part.
6. RECALL AND SAFETY NOTIFICATIONS
6.1 – Recall. If Tactile issues a safety notification or a recall of any product, the Purchaser will not use such Products and will contact Tactile as soon as practicable for further direction and information.
7. GENERAL INQUIRIES
7.1 – For general inquiries or non-urgent complaints, Tactile may be contacted by email at support@tactilerobotics.ca.
8. NOTICE
8.1 – Where notice is required to be given under this Agreement, the Purchaser will notify Tactile:
- For urgent matters: by telephone at 1-888-822-7621 and send a confirmation email to support@tactilerobotics.ca. When notifying Tactile by email, the Purchaser must include in the subject line of the email that the matter is URGENT and a brief description of the subject matter of the issue.
- For non-urgent matters: by email at info@tactilerobotics.ca.
8.2 – All notices required to be given under this order will be and are deemed properly given on the date and time of such notice, if given by personal service, or on the fourth business day after the date of mailing of such notice, if sent by mail.
9 - FORCE MAJEURE
9.1 – If and to the extent that a party’s performance of any of its obligations under this Agreement is prevented or delayed directly or indirectly by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions, pandemics, epidemics, or revolutions, or any other similar cause beyond the reasonable control of such party (each a “Force Majeure Event”), and such non-performance or delay could not have been prevented by reasonable precautions, then the non-performing or delayed party will be excused for such non-performance or delay, as applicable, of those obligations affected by the Force Majeure Event for as long as the Force Majeure Event continues and, except as otherwise provided in this Section, such party continues to use its commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means. The party whose performance is prevented or delayed by a Force Majeure Event will promptly notify the other party of the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event.
10. WARRANTY
10.1 – Tactile warrants that the Products sold will conform to the specifications in the Purchaser’s order. Tactile warrants that its Products shall be free of defects in workmanship and material for a period of one (1) calendar year from the date of the purchase. Tactile does not make any other representation or warranty, express or implied, including any warranty or representation of quality of Products, merchantability, or fitness for a particular purpose. No further warranty or representation made at any time before or after the acceptance of the order will be binding upon Tactile, unless confirmed by Tactile in writing. If the parties have entered into a Sub Dealer Agreement, or another similar agreement, that agreement will apply and supersede all Terms and Conditions relating to warranty in this agreement to the extent of any conflict.
10.2 – Tactile will not be liable for any breach of the warranty in section 10.1 unless the Purchaser provides written notice of non-conformance with the order specifications as soon as practicable and provides Tactile the opportunity to examine such Products after receiving notice of the breach to verify the claim of non-conformance.
11. LIMITATION OF LIABILITY
11.1 – In no event will Tactile be liable to the Purchaser or any third party for any consequential, indirect, incidental, special, exemplary, punitive, or aggravated damages whether arising out of breach of contract, tort (including negligence) or any other theory of liability, regardless of whether such damages were foreseeable and whether or not Tactile was advised of the possibility of such damages.
11.2 – Tactile’s aggregate liability out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence), or any other theory of liability, exceed the amounts paid by the Purchaser for the Products sold through the website.
THIS PROVISION LIMITS TACTILE’S LIABILITY AND SETS A CAP ON TACTILE’S AGGREGATE LIABILITY.
12. WAIVER
12.1 – The Purchaser hereby fully and forever releases, discharges, and holds harmless Tactile its directors, officers, employees, agents, volunteers, representatives, shareholders, heirs, executors, administrators, successors and assigns (“Vendor Indemnified Party”) from, and expressly waives, any and all liability, claims, and demands of whatever kind or nature, either in law or in equity, including any financial loss, injury, harm, loss, death, or damage to person or property, that may arise from the Purchaser’s use and storage of the Products purchased from Tactile and from any such claims and demands for any defect, abnormality, deviation, damage, or other issue with the Products of which Tactile is not immediately notified of and given an adequate opportunity to respond to. The Purchaser agrees not to make or bring any such claim or demand against the Vendor Indemnified Party, and fully and forever releases and discharges the Vendor Indemnified Party from liability under such claims or demands.
THIS PROVISION WAIVES THE PURCHASER’S RIGHT TO SUE THE VENDOR INDEMNIFIED PARTY FOR ANY INJURY, HARM, LOSS, DEATH, OR DAMAGE TO PERSON OR PROPERTY ARISING FROM THE USE AND STORAGE OF THE PRODUCTS OR A FAILURE TO PROVIDE TACTILE ADEQUATE NOTICE OF ISSUES WITH THE PRODUCT AND ADEQUATE OPPORTUNITY TO INVESITIGATE CLAIMS.
13. INDEMNIFICATION
13.1 – The Purchaser agrees to indemnify and hold harmless Tactile its respective directors, officers, employees, agents, volunteers, representatives, shareholders, heirs, executors, administrators, successors and assigns from any and all liability, harm, losses, damages, judgments or expenses, including legal fees, that it may incur or sustain as a result of (i) the Purchaser’s use, storage, or sale of the Products after delivery; (ii) the Purchaser’s failure to notify Tactile of any defect, abnormality, deviation, damage, or other issue with the Products; (iii) the Purchaser’s failure to provide Tactile an adequate opportunity to investigate and respond to any issue; (iv) the Purchaser’s modification, alteration, or addition to any Products; (v) the Purchaser’s negligence, recklessness, or wilful misconduct; and (vi) delays in shipping and delivery caused by a Force Majeure Event as defined under section 9.1, arising out of any and all third-party claims or demands of whatever kind or nature, either in law or in equity.
THIS PROVISION PLACES SIGNIFICANT OBLIGATIONS ON THE PURCHASER TO INDEMNIFY TACTILE FROM SPECIFIC CLAIMS OR DEMANDS.
14 - CONFIDENTIAL INFORMATION
14.1 – Mutual confidentiality. If the parties have entered into a Mutual Confidentiality Agreement, that agreement will apply and supersede all Terms and Conditions relating to confidentiality in this agreement to the extent of any conflict. The parties will safeguard and keep confidential any and all information relating to the purchase order and their business and affairs obtained from or provided by either of the parties in connection with this Agreement and will use such information only for the purposes of carrying out its obligations under this Agreement.
14.2 – Tactile’s Privacy Policy. Confidential personal information will be kept and maintained in accordance with the applicable laws and Tactile’s privacy policy available on the website.
15. NO ASSIGNMENT FOR SUBCONTRACTING
15.1 – The parties may not assign or subcontract this order without the prior written consent of the other party which may not be unreasonably withheld.
16. GOVERNING LAW
16.1 – The parties hereby agree that this Agreement is intended to be as broad and inclusive as permitted, and that this Agreement will be governed by and interpreted in accordance with the laws of the province of Manitoba and the federal laws of Canada applicable therein, without regard to principles of conflicts of laws, and specifically excluding the United Nations Convention on the International Sale of Goods. The parties agree to make a reasonable attempt to settle any disputes informally. If a dispute cannot be resolved informally, the parties shall proceed before the exclusive jurisdiction of the courts in Manitoba.
17. ENTIRE AGREEMENT
17.1 – This Agreement, together with any other written agreement entered into by the parties, constitutes the entire agreement between the parties with respect to the subject matter contained herein and therein, as applicable. No warranties, representations, undertakings, or agreements by the parties will be binding on Tactile unless contained in these agreements. In the event of a conflict between this Agreement and another agreement, the other agreement will govern.
18. GENERAL
18.1 – If any term or provision of this Agreement shall be held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, that term or provision shall be deemed modified so as to be valid and enforceable to the full extent permitted. The invalidity of any such term or provision shall not otherwise affect the validity or enforceability of the remaining terms and provisions.
18.2 – This Agreement shall enure to the benefit of and be binding upon the parties and their respective legal personal representatives, heirs, executors, administrators, and permitted assigns or successors.
18.3 – Section headings are for convenience of reference only and shall not define, modify, expand, or limit any of the terms of this Agreement.
18.4 – No waiver of any provision of this Agreement shall be enforceable against that party unless it is in writing and signed by that party.
18.5 – Any provision of this Agreement which expressly or by implication from its nature is intended to survive the termination or completion of the Agreement will continue in full force and effect after any termination, expiry or completion of this Agreement.
18.6 – The Purchaser acknowledges having obtained or having been given the opportunity to obtain independent legal advice from their respective solicitor with respect to these Terms and further acknowledges and agrees that it understands its rights and obligations under these Terms.
18.7 – The Purchaser confirms that it is their wish that this order, including notices, be drawn up in English only. L’acheteur confirme qu’il souhaite que la présente commande, y compris les avis, soit rédigée en anglais seulement.