WINDFORD TABLE INC.
Wholesale Terms & Conditions
Last Updated: April 24, 2023
Please read the following terms and conditions carefully before using the Windford Table Inc. website. Your use of this website is subject to the following terms and conditions, together with any supplemental terms and conditions or documents that Windford Table Inc. may post, hereby expressly incorporated herein by reference (collectively, the “Terms”), which constitute a legal agreement. It is important that you take the time to read them carefully.
Supplemental terms and conditions or documents that may be posted on the www.connectwareglass.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”) from time to time are hereby expressly incorporated herein by reference.
1. AGREEMENT TO TERMS
These Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or “your”) and Windford Table Inc. (“Windford”, “we”, “us” or “our”), concerning your access to and use of the Site. YOU AGREE THAT BY ACCESSING OR USING THE SITE, YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY ALL OF THESE TERMS AND ALL OTHER TERMS AND POLICIES REFERENCED IN THESE TERMS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws of the Province of Ontario, Canada, if and to the extent local laws are applicable.
2. USER REPRESENTATIONS
By using the Site, you represent and warrant that: (1) you have legal capacity and you agree to comply with these Terms; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable law or regulation. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that party to these Terms and, in such event, "you" and "your" will refer and apply to that party. If you do not meet these requirements, you must not access or use the Site.
3. MODIFICATIONS
We reserve the right, at our sole discretion, to modify, suspend, discontinue or terminate the Site or any content, feature or material we provide thereon, or to modify these Terms from time to time, at any time and without prior notice, and have no obligation to update any information thereon. All changes are effective immediately upon posting and apply to your continued access to and use of the Site. You agree that we will not be liable if, for any reason, all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Site to users. We will alert you about any changes by updating the "Last updated" date of these Terms, and you waive any right to receive specific notice of each such change. When these Terms become modified, you will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in the Terms by your continued use of the Site, by your purchase of Products as of the date such modified Terms are posted, and/or by your express acceptance of the modified Terms on the Site before your continued use. Please ensure that you check the applicable Terms every time you use the Site so that you understand which Terms apply. If any of the terms and conditions of these Terms, or any future modifications thereto, are not acceptable to you, you must (i) cease using the Site; or (ii) if you have set up an account, delete your account on the account page.
4. ACCOUNT AND ACCOUNT USE
To purchase goods through the Site as, including but not limited to, a retailer, distributor, and/or buyer on behalf of a third party (collectively, a “Purchaser”), you need to establish a Wholesale Account (“Account”). You may register directly via the Site. Additional details regarding information to be collected can be found in our Privacy Policy. You agree that all information you provide to register for an Account is governed by our Privacy Policy, and you consent to all actions we take with respect to your information or information you provide, consistent with our Privacy Policy.
You agree to provide true, current, accurate and complete information during the registration process and to update such information to keep it accurate, current and complete or as requested by us from time to time and you agree to promptly notify us of any changes to this information as required to keep such information held by us current, complete and accurate. We reserve the right to temporarily suspend or permanently terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are solely responsible for your Account and the maintenance, confidentiality and security of your Account and all passwords related to your Account, and any and all activities that occur under your Account, including all activities of any persons who gain access to your Account whether you authorized them or not. You agree to immediately notify us of any unauthorized use of your Account or any other breach of security with respect to your Account or any service provided through it, and you agree to provide assistance to us, as requested, to stop or remedy any breach of security related to your Account. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
5. AUTHORIZED SALE OF WINDFORD PRODUCTS
YOU ACKNOWLEDGE THAT YOU, DIRECTLY OR INDIRECTLY, INCLUDING BUT NOT LIMITED TO, THROUGH ANY OTHER PERSON, ENTITY, AFFILIATE COMPANY, OR AGENT, ARE ONLY PERMITTED TO SELL ANY PRODUCTS AND SERVICES PURCHASED FROM THE SITE (the “PRODUCTS”) IN YOUR OWN BRICK AND MORTAR STORES AND/OR ON YOUR OWN BRICK AND MORTAR WEBSITE. YOU ACKNOWLEDGE THAT YOU, DIRECTLY OR INDIRECTLY, INCLUDING BUT NOT LIMITED TO, THROUGH ANY OTHER PERSON, ENTITY, AFFILIATE COMPANY, OR AGENT, ARE NOT PERMITTED TO SELL THE PRODUCTS ON ANY AMAZON WEBSITE OR MARKETPLACE (E.G., AMAZON.CA, AMAZON.COM, AMAZON.CO.UK) OR ANY OTHER THIRD PARTY WEBSITE OR MARKETPLACE. YOU MUST OBTAIN WRITTEN PERMISSION FROM US TO SELL THE PRODUCTS ON ANY THIRD PARTY WEBSITE OR MARKETPLACE OUTSIDE YOUR OWN BRICK AND MORTAR STORES AND/OR WEBSITE.
YOU FURTHER COVENANT AND AGREE NOT TO DISTRIBUTE, MARKET OR SELL THE PRODUCTS TO, INCLUDING BUT NOT LIMITED TO, ANY OTHER PERSON, ENTITY, AFFILIATE COMPANY, OR AGENT, IF YOU KNOW OR HAVE ANY REASON TO BELIEVE THAT THE PRODUCTS WILL BE RESOLD BY SUCH PERSON, ENTITY, AFFILIATE COMPANY, OR AGENT, DIRECTLY OR INDIRECTLY ON ANY AMAZON WEBSITE OR MARKETPLACE (E.G., AMAZON.CA, AMAZON.COM, AMAZON.CO.UK) OR ANY OTHER THIRD PARTY WEBSITE OR MARKETPLACE. IF YOU BECOME AWARE THAT ANY PERSON, ENTITY, AFFILIATE COMPANY, OR AGENT TO WHOM YOU HAVE SOLD THE PRODUCTS TO IS MARKETING OR SELLING, OR IS PLANNING TO MARKET OR SELL, THE PRODUCTS ON ANY AMAZON WEBSITE OR MARKETPLACE OR THIRD PARTY WEBSITE OR MARKETPLACE, INCLUDING BUT NOT LIMITED TO AMAZON.CA, AMAZON.COM OR AMAZON.CO.UK, YOU SHALL IMMEDIATELY NOTIFY WINDFORD AND CEASE FORTHWITH TO SUPPLY SUCH PERSON, ENTITY, AFFILIATE COMPANY, OR AGENT WITH THE PRODUCTS.
YOU ACKNOWLEDGE THAT YOU, DIRECTLY OR INDIRECTLY, INCLUDING BUT NOT LIMITED TO, THROUGH ANY OTHER PERSON, ENTITY, AFFILIATE COMPANY, OR AGENT, ARE ONLY PERMITTED TO SELL THE PRODUCTS AT THE MINIMUM RETAIL SALES PRICE SET BY WINDFORD OR HIGHER. ONLY BY WAY OF WRITTEN CONSENT AND AUTHORIZATION BY US ARE YOU, OR ANY OTHER PERSON, ENTITY, AFFILIATE COMPANY, OR AGENT TO WHOM YOU HAVE SOLD THE PRODUCTS TO, PERMITTED TO SELL THE PRODUCTS AT A PRICE LOWER THAN THE MINIMUM RETAIL SALES PRICE. WE RETAIN THE RIGHT TO REMOVE THE PRODUCTS FROM YOUR BRICK AND MORTAR STORES AND/OR WEBSITE AT OUR SOLE DISCRETION IF YOU FAIL TO OBTAIN AUTHORIZATION TO SELL THE PRODUCTS AT A LOWER PRICE.
6. PAYMENT AND RETURN POLICY
By submitting payment details in conjunction with registering for an Account and/or purchasing the Products, you agree to pay for the Products and any applicable taxes and other fees that may accrue, and authorize us to charge the payment method with the information you have supplied to us, and/or to credit such payment method to make any adjustments if necessary. You will ensure payment for any Products you purchase from us. Prices indicated on the Site are subject to change. We reserve the right to reject or cancel an order for any reason, including errors or omissions in the information you provide to us. If we do so after payment has been processed, we will issue a refund to you in the amount of the purchase price. We may also request additional information from you prior to confirming a sale, and we reserve the right to place any additional restrictions on the sale of any of the Products.
YOU ACKNOWLEDGE THAT WINDFORD WILL NOT PROVIDE ANY REFUNDS, EXCHANGES, OR CREDITS FOR ANY PRODUCTS YOU PURCHASE THROUGH THE SITE OR ANY OTHER THIRD PARTY WEBSITE OR BRICK AND MORTAR STORE THAT SELLS OUR PRODUCTS. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE PRODUCTS YOU PURCHASE FROM US AND ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY REFUNDS, EXCHANGES, AND CREDITS, AND ANY CLAIMS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES, OR FEES (INCLUDING REASONABLE LEGAL AND ACCOUNTING FEES) MADE BY ANY THIRD PARTY.
7. INTELLECTUAL PROPERTY RIGHTS
The Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are the property of Windford, its licensors or other providers of such material and are protected by copyright, trademark, patent, trade secret, and any other proprietary rights. Additionally, Windford is the owner of pending, registered and/or unregistered trademarks, trade dress and trade name appearing on the Site, including the Windford name and logo, and all related brand names, logos, product and service names, designs and slogans.
8. INDEMNIFICATION BY ACCOUNT HOLDER
You acknowledge and agree that you are solely responsible for any and all product, services, and related content you purchase from us (“Account Holder Content”). You acknowledge and agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any Account Holder Content posts. You are solely responsible for any Account Holder Content and its accuracy. Windford takes no responsibility and assumes no liability for any Account Holder Content posted by you or any third party, and you agree to indemnify Windford per the terms of the Indemnification section herein.
9. PROHIBITED ACTIVITIES
You may not access or use the Site for any purpose other than that for which we make the Site available. As a user of the Site, you agree not to do any of the following:
- Post, upload, publish, submit or transmit any Account Holder Content that: (a) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (g) promotes illegal or harmful activities or substances;
- Use, embed, display, mirror or frame the Site, any individual element or product or service on the Site, Windford’s name, trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page of the Site, without Windford’s express written consent or as enabled by features made available by Windford (you may link to the Site, so long as you do not imply or suggest any form of association, approval or endorsement on our behalf without our express written consent but you may not link to the Site in a libelous, misleading or otherwise unlawful manner, or in any manner that violates these Terms);
- Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site or its Content or any of our Products on the Site;
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Site or modify, impair, disrupt, alter, or interfere with the use, features, functions, operation, or maintenance of the Site; and
- Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or our Products on the Site, or enforce limitations on the use of the Site and/or the Content contained therein.
We reserve the right, at any time and without prior notice, to remove or disable your access to the Site at our discretion for any reason or no reason. Some of the reasons for which we may remove or disable your access to the Site may include finding that you have violated these Terms, or that your actions are harmful to the Site or our users. You agree and understand that your continued use of the Site is at our sole and absolute discretion and that you will not seek to hold us liable for any suspension, restriction, or termination of your use of the Site.
10. INFORMATION WE COLLECT ABOUT YOU
All information we collect about you when you apply for an Account or use or visit the Site is subject to our Privacy Policy. By using the Site, you consent to the terms and conditions of the Privacy Policy and all actions taken by us in accordance with it.
11. TERM AND TERMINATION OF ACCOUNT
As an Account holder and/or user of the Site, these Terms shall remain in full force and effect.
Without limiting any other provision of these Terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Site (including blocking certain IP addresses) to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms or of any applicable law or regulation. We may terminate your use of the Site, without warning, in our sole discretion.
If we terminate or suspend your Account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party. In addition to terminating or suspending your Account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
12. DISCLAIMERS
WE MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE QUALITY OF ANY CONTENT OR PRODUCTS PURCHASED OR OBTAINED THROUGH THE SITE OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OR PRODUCTS OBTAINED THROUGH THE SITE. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO THE SITE AND USE OF OUR PRODUCTS, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.
WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF OUR PRODUCTS. AS WITH THE PURCHASE OF A PRODUCT THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
13. INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your access or use of the Site or any user of your Account; (2) any breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; (5) your violation of any applicable laws, rules, regulations, or contracts; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site (all of the foregoing, “Claims and Losses”). Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such Claims and Losses. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
14. LIMITATIONS OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE AND ANY CONTENT OR PRODUCTS OBTAINED FROM THE SITE REMAINS WITH YOU. NEITHER WINDFORD NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE, PRODUCTS OR CONTENT WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY OTHER DAMAGES, ARISING FROM YOUR USE OF THE SITE. THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHER THEORY OF LIABILITY, WHETHER OR NOT WINDFORD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID TO US OR CAD$10,000. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
15. APPLICABLE LAW AND JURISDICTION
These Terms and any action related thereto shall be governed by and defined by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, notwithstanding any conflict of laws provisions. Windford and yourself irrevocably consent that the courts of Ontario, Canada shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Terms.
16. EXPORT CONTROL
You agree to comply fully with all Canadian and foreign export laws and regulations to ensure that neither the Site nor any technical data related thereto nor any direct Product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. You represent and warrant that: (a) you are not located in a country that is subject to a Canadian Government embargo; and (b) you are not listed on any Canadian Government list of prohibited or restricted countries or parties.
17. NOTICES
We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms, and you waive any right to receive specific notice of each such change. We encourage you to review the Terms frequently for updates. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes of the revised Terms by your continued use of the Site, by your purchase of Products as of the date such revised Terms are posted, and/or by your express acceptance of the revised Terms on the Site before your continued use.
We may update the Privacy Policy from time to time. The updated version will be indicated by an updated 'Revised' date and the updated version will be effective immediately. We encourage you to review the Privacy Policy frequently to be informed of how we are protecting your information.
If you have questions or comments about such notices, you may email us at sales@connectwareglass.com or by post to:
Windford Table Inc.
Suite 92141, RPO Piazza Villagio
Woodbridge L4H 3J3
Canada
18. DISPUTE RESOLUTION
Most concerns regarding the Site, or any of its Content or Products, can be resolved and to a user’s satisfaction by emailing us at sale@connectwareglass.com. However, for any dispute arising out of or in connection with these Terms that cannot be resolved informally, the parties consent to the exclusive jurisdiction of the provincial courts in Ontario, Canada in relation to any dispute arising under these Terms.
19. FORCE MAJEURE
Windford will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control, including significant market volatility, any delay or failure due to any act of God, act of civil or military authorities, act of terrorism, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, pandemic, outbreak of illness or disease, declaration of public health emergency, other catastrophe or any other occurrence beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions of these Terms.
20. ENTIRE AGREEMENT
These Terms, including any documents referenced in these Terms, constitute the entire and exclusive understanding and agreement between Windford and you regarding your access and use of the Site, its Contents, and Products purchased. The Terms are binding upon you, your heirs, executors, administrators, successors and permitted assigns.
21. MISCELLANEOUS
These Terms and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. Throughout these Terms, the word "include" or "including" means "including, but not limited to". There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Site. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.
22. CONTACT US
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:
Windford Table Inc.
Suite 92141, RPO Pizza Villagio
Woodbridge, ON L4H 3J3
Canada
sales@connectwareglass.com
.svg){kind=logo}