TERMS AND CONDITIONS
1. APPLICATION AND ENTIRE AGREEMENT
- These Terms and Conditions apply to the supply of all Goods and Services by us to you from the date that you accept these Terms and Conditions. Additional and specific terms and conditions regarding ticket sales are itemized at Clause 15 below.
- You accept these Terms and Conditions when:
- you submit an Order;
- you accept delivery or supply of, or any part of, the Goods or Services pursuant to an Order; or
- you make Payment, or partial Payment, for any Goods or Services supplied by us.
2. QUOTES AND ORDERS
- You may request, and we may provide to you, a Quote from us relating to the potential supply of Goods or Services. If our Quote is acceptable to you, you may place an Order for each supply of Goods or Services, subject to clause 2.
- All Orders are subject to our review and acceptance, which we may withhold in our absolute discretion. Unless otherwise agreed by us in writing, we will not be bound by any conditions added by you in an Order (express or implied).
- Unless otherwise agreed to in writing by us, the price charged and payable for the Goods or Services shall be the price in Canadian Dollars at the date we accept the Order, together with any applicable taxes, charges, travel or delivery costs in relation to the Goods or Services.
- All Payments are to be made to us in cash, by direct credit to the bank account nominated by us, by credit card or by bank draft or as otherwise agreed by us in writing.
- We may recover from you any costs we incur in the collection of Payment of any Invoice/Order.
- You may not set off against any Payment any claims that you may have against us.
5. DEFAULT INTEREST
- If you fail to make a Payment when it is due, we shall, in addition to all other rights and remedies available under these Terms and Conditions at law or in equity, be entitled to charge Default Interest at the rate of 4% per annum plus the interest rate set by the Bank of Canada.
- You may cancel an Order or delivery of an Order within 12 hours of placing an Order without liability to you. Cancellations after 12 hours will not be accepted and you will be liable for the entire Payment of that Order.
- We may in writing cancel an Order or delivery of an Order without liability to you (save as required by relevant laws) if:
- we reasonably form the opinion that you are insolvent or at material risk of insolvency;
- you fail to pay any amount for the Goods or Services on the due date;
- you are not a member in good standing of Muaythai Ontario where the provision of the Goods or Services requires you to be; or
- we reasonably form the opinion that supplying Goods or Services to you may have a negative impact upon our business or commercial reputation or image.
7. DELIVERY AND RISK
- We, by our nominated carrier or otherwise, will deliver the Goods to the place nominated by you or as otherwise agreed.
- We will use reasonable efforts to deliver the Goods to you by the date and to the place specified by you. Without limiting clause 10 (Exclusions and Limitations), we shall not be liable for late delivery or delay in delivery.
- The risk and title in the Goods shall pass to you upon placement of the Goods onto our nominated form of transport for delivery to you.
8. DEFECTS AND RETURN OF GOODS
- You may only return the Goods if they do not materially comply with the Order.
- If you wish to return any Goods delivered to you, you must give to us:
- notice within 30 business days of your receipt of the Goods; and
- the original Invoice details.
- If we accept the return of Goods from you, we will at our option either:
- replace the returned Goods; or
- give a credit or a refund for such Goods.
- You shall bear any initial expense of transportation of Goods returned to us, unless you have a statutory or other legal right that permits otherwise.
- If the defect is our fault and the Goods were transported by our nominated carrier, we will reimburse you for the cost of the return. Otherwise, you will bear the cost of the return.
- You may not withhold any payment due to us in respect of any other Goods pending the resolution of a claim for a defect.
9. EXPRESS WARRANTY
- We warrant that the Goods are supplied free from defects in material and workmanship except such defects as normally being regarded as being commercially acceptable. The Goods shall be covered by this Warranty for a period of 1 month from the date of delivery unless otherwise stated in writing.
10. EXCLUSIONS AND LIMITATIONS
- All express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), relating to these Terms and Conditions, that are not contained in it, are excluded to the fullest extent permitted by law.
- Any liability arising in relation to Goods or Service that are the subject of your Order or that we supply to you, however arising and whether for consequential loss or otherwise, including any liability arising by virtue of any representation or warranty, whether express or implied by law, is hereby excluded to the fullest extent permitted by law.
- We will not be liable for any special, indirect, consequential or economic loss or damage or loss of profits (in contract or tort or arising from any other cause of action) suffered by you or any other person resulting from any act or omission by us (including breach, termination or non-observance of the terms of an Order or agreement which incorporates these Terms and Conditions).
- Our total liability for breach of these Terms and Conditions or breach of our contractual obligations or duties at law or in equity (however arising) is limited at our option to:
- the replacement of the Goods or the supply of equivalent Goods;
- the repair or rectification of the Goods;
- the payment of the cost of replacing the Goods; or
- the payment of the cost of the repair or rectification of the Goods.
11. STATUTORY RIGHTS
- Nothing in these Terms and Conditions excludes, restricts or modifies any condition, warranty, statutory guarantee, right or remedy implied or imposed by common law, statute or regulation which cannot be lawfully excluded, restricted or modified.
12. INTELLECTUAL PROPERTY AND RESALE
- We reserve all copyright and any other intellectual property rights which may subsist in any Goods or Services supplied. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
- You agree to limit the resale of our goods and agree that you will not offer our goods for sale by any other manner, including but not limited to, resale on E-Bay, Kijiji, Craigslist or Amazon.
- Unless otherwise agreed, prices with respect to any taxable supply are exclusive of HST.
14. DISPUTE RESOLUTION
- A party must not start court proceedings in respect of a Dispute unless it has complied with this clause.
- A party claiming that a Dispute has arisen must notify each other party to the Dispute in writing, giving details of the Dispute.
- During the Initial Period after a notice is given under clause 14.2 each Disputant must authorise a representative to use their best efforts to resolve the Dispute.
- If, in relation to a Dispute, a Disputant breaches any provision of clauses 14.1 to 14.3, each other Disputant need not comply with clauses 14.1 to 14.3 in relation to that Dispute.
- Tickets are non-refundable and all sales are final, except as otherwise described in the Terms and Conditions.
- You must retain this ticket on your person at all times during the Event, and present this ticket for inspection when requested by a staff member of the Promoter or the Venue.
- The Promoter reserves the right, without prior notice, to vary the advertised fight card, add, withdraw, or substitute fighters/participants, as well as vary the time, location, seating arrangements and audience capacity at its sole discretion.
- The Promoter may use the ticket holder’s image or likeness in any live or recorded video display, photograph or picture.
- The Promoter may postpone, cancel, interrupt or stop the Event at any time due unforeseen situations, or any other causes beyond the Promoter’s reasonable control.
- If the event is cancelled, postponed, or interrupted for any reason, the Promoter may provide a full or partial refund, issue credit for a future Event, or provide any other remedy the Promoter sees fit at its sole discretion. The Promoter will not be liable for any costs or out of pocket expenses, such as parking fees, concession purchases, etc.
- The Promoter and Venue reserve the right to refuse admission and/or eject from the premises, without any compensation, anyone who threatens to and/or does disrupt the Event, cause damage to property, or otherwise pose a danger to others.
- The Promoter reserves the right to cancel any ticket that has been damaged, altered, or defaced in any way, without any compensation.
- The Promoter will not be liable for tickets that are lost or stolen. Such tickets may be re-issued where appropriate at the Promoter’s sole discretion. If tickets are re-issued, an administrative fee will be charged.
- The Promoter will not be liable for any bags, personal effects, or accessories that are lost, stolen, or damaged while on the premises.
- Indemnity: You shall indemnify and keep us indemnified in respect of all damages, losses, costs and expenses (including legal costs) that we may incur as a result of your breach or alleged breach of these Terms and Conditions.
- Termination: If a Default Event occurs:
- we may, without limiting any other right we have under these Terms and Conditions, terminate any outstanding Order and any contract for the supply of Goods to you; and
- all Payments and any other money under these Terms and Conditions becomes immediately payable.
- Lawful purpose: You shall ensure that the Goods are used only for lawful purposes and in accordance with any applicable laws.
- Binding: These Terms and Conditions shall bind our successors, administrators and permitted assigns and your executors and permitted assigns, or, being a company, its successors, administrators and permitted assigns.
- Guarantee: We reserve the right to demand from your director(s) a personal guarantee of your obligations under these Terms and Conditions if you are a corporation.
- Time of the essence: Time shall be of the essence in relation to any date or period under these Terms and Conditions.
- New Terms and Conditions: If we adopt new terms and conditions for the provision of Goods and Services from time to time:
- you will be given written notice if you are a Customer on our mailing list at the relevant time; and
- they will apply to the supply of Goods and Services after you accept such new terms and conditions.
- Variation: We may vary these Terms and Conditions by providing you 5 days written notice.
- Force Majeure: If a Force Majeure Event occurs, we may:
- totally or partially suspend any Order, any part of an Order or any deliveries relating to an Order during any period in which we may be prevented or hindered from delivering by our normal means of supply or delivery due to that Force Majeure Event; and
- elect to extend at our discretion the period for performance of an obligation under these Terms and Conditions as is reasonable in all the circumstances.
- Severability: Each clause in these Terms and Conditions is severable and if any clause is held to be illegal or unenforceable, then the remaining clauses will remain in full force and effect.
- Waiver: No failure, delay, relation or indulgence on our part in exercising any power, right or remedy precludes any other or further exercise of that or any other power, right or remedy.
- Governing law: These Terms and Conditions shall be governed by and construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The Parties hereby irrevocably attorn to the non-exclusive jurisdiction of the courts of Ontario with respect to any matter arising under or related to these Terms and Conditions.
17. INTERPRETATION AND DEFINITIONS
- Personal pronouns: Except where the context otherwise provides or requires:
the terms “we”, “us” or “our” refers to Muaythai Ontario; and
the terms “you” or “your” refers to the Customer.
- Defined terms: In these Terms and Conditions, unless otherwise provided, the following terms shall have their meaning as specified:
Collateral means property that is subject of a security interest.
Customer means any person or entity that places an Order with us and agrees by conduct or by virtue of notice or otherwise to be bound by these Terms and Conditions, including any related company, related party, officer and authorised person of the relevant person.
Default Event means any one of the following events:
- you fail to make any payment when due, whether for the Goods or otherwise;
- Winding Up commences against you;
- a receiver is appointed to you;
- you become insolvent, bankrupt or commit an act of bankruptcy; or
- proceedings are commenced or an application is made for the appointment of any persons listed in items (b) to (e) above; or
Disputant means a party to a Dispute.
Dispute means a dispute arising out of or related to these Terms and Conditions.
Force Majeure Event means circumstances beyond our reasonable control shall include, but not be limited to compliance with any laws, regulations, orders, acts, instructions or priority request of any government, or any department or agency, civil or military authority, acts of God, acts of the public enemy, your acts or omissions, fires, floods, strikes, lockouts, embargoes, wars, labour or material shortages, riots, insurrections, defaults of our suppliers or subcontractors, delays in transportation, or loss or damage to Goods in transit.
Goods means goods sold by the Company from time to time, including, but not limited to, clothing and apparel, equipment bags, sporting equipment such as Muaythai gloves and shorts, elbow pads, shinguards and headgear.
HST means the Harmonized Sales Tax, or a similar value added tax, levied or imposed by the Federal Government of Canada and the Government of Ontario.
Grantor means the person who has the interest in property to which a security interest is attached.
Initial Period means the 14 day period after a notice of a Dispute is given under clause 14.2.
Invoice unless otherwise agreed means the invoice issued upon the shipping of the Goods specified in the Order accepted by us.
Intellectual Property Rights means all forms of intellectual property rights (whether registered or unregistered) in copyright, designs, patents, trademarks, domain names, trade secrets, know-how, confidential information, and all other similar proprietary rights and all extensions and renewals thereof anywhere in the world which currently exist and/or are recognised in the future.
Material means any material in which you have Intellectual Property Rights provided by you for use by us in the production, development and supply of the Goods or Services to you.
Order means an order for Goods in writing received by us.
Payment means payment of any amount relating to Goods or Services in accordance with these Terms and Conditions.
PPSA means the Ontario Personal Property Security Act, R.S.O. 1990, c. P.10, as amended.
PMSI means a purchase money security interest as defined by section 33.1 of the PPSA.
Promoter means any individual or company that finances or organizes a sporting event sanctioned by Muaythai Ontario.
Quote means a quotation by us for the supply of particular Goods containing details as specified in clause 2.2.
Secured Party means a person who holds the benefit of a security interest.
Security Agreement means the security agreement set out in clause 12 (Security Interest and Title).
Services means services provided by the Company from time to time, and includes but is not limited to, event sanctioning and seminars.
Ticket means any document, whether in electronic form or hard copy that provides the holder with a right to enter an event financed or organized by the Promoter.
Winding Up means commencing to be wound up, or suffering a provisional liquidator, liquidator, official manager or any other administrator of the affairs of insolvent companies to be appointed.