Terms and Conditions for the Fleurco Websites

Last revised: November 29, 2018

This document sets out the terms and conditions of use of the websites operated by Fleurco Products Inc. (“Fleurco”) (collectively and individually the “Website”).

Any user of the Website is deemed to have read, accepted and recognized the validity of the terms set out below, and undertakes to respect them and be bound by them. If a user of the Website does not accept these terms and conditions, they must stop using the Website. Fleurco may, at any moment and without prior notice, modify these terms and conditions. The users of the Website are asked to check regularly if the terms and conditions have been modified. The users are deemed to have accepted any modifications to the terms and conditions if they continue to use the Website following the publication of the modifications.

These terms and conditions form the full set of rights and obligations between Fleurco and any user of the Website, and replace any terms or prior provision relating to the use of the Website. No verbal or written declaration from an employee or director of Fleurco, or any other person, may modify or substitute these terms and conditions.

The Website is managed and fed from a computer located in the province of Quebec, Canada. The content and use of the Website are governed by the applicable laws of Quebec and Canada. These terms and conditions, as well as any dispute or misunderstanding resulting from their application, must be interpreted in accordance with these laws. In the case that any part of these terms and conditions were held to be unlawful, null or unenforceable, this part would be deemed to be divisible from all other provisions of these terms and conditions and would thus not affect the validity or enforceability of these other provisions, which would be interpreted without making reference to the removed section. Any litigation resulting from or associated to the use of the Website or to these terms and conditions shall be subjected to the exclusive jurisdiction of the courts of Quebec or a federal Canadian court, in the judicial district of Montreal, despite any potential application of the principle of conflicting laws.

Some jurisdictions do not allow terms and conditions to be governed by the laws of a foreign jurisdiction. Accordingly, applicable laws of Quebec may not apply to you.

The Website is accessible through the use of the Internet and in standard Internet formats. Fleurco reserves the right to modify these formats at all times and it is the obligation of the user to procure, at their cost, access to the Internet as well as any software required to access the Website.

Copyright

All articles, texts, illustration, images, photographs, information, audio clips, video clips, software and codes available on the Website (the “Content”), including their arrangement and compilation, are protected by Canadian and foreign laws, particularly regarding copyright, and belong to Fleurco, to its affiliated entities, to its licensors or to the person recognized as having provided the content.

You undertake to respect all other copyright statements, notices or restrictions regarding or in the Content that you can access through the Website. Fleurco grants you a non-exclusive and non-transferable licence for use and display of the Website on your computer, or other electronic device, solely for the purposes of viewing it on a single screen and for copying a single copy of it for backup or printing on paper, for personal and non-commercial use, under the condition that you do not modify the content and that you retain any notices of copyright. Modification, reproduction, distribution, transmission, broadcast, representation, sharing on networks, marketing, publication, granting of licence, downloading, creation of derived works, display on the Internet, sale or any use of the Website or the Content, including, through storing on a proxy server, framing or similar means, are prohibited.

All software integrated into the Website or found there, particularly but not limited to, any type of source code, and all files or images contained or generated by this software, are protected by copyright and may be protected by other rights. All of this software belongs to Fleurco, to its affiliated entities or to its licensors.

Unless clearly provided otherwise on the Website, no element in the Website shall be interpreted as conferring on you a right, a title, an interest or any other licence in the software integrated within the Website or that can be downloaded from the Website, including, specifically, any form of intellectual property right in the software.

Fleurco will make available to Account holders, on its dealer portal, high resolution images of its products. Account holders are authorized to reproduce said images only in order to market Fleurco’s products in their marketing materials and on their website, without any alteration whatsoever. Account holders must cease any such use upon request from Fleurco.

Notice Of Claimed Infringement

If you believe your work or content has been copied and posted to this Website in a way that constitutes copyright infringement, please provide Fleurco with the following written information in accordance with the Canadian Copyright Act:

A description of the copyrighted work that you claim has been infringed upon;
A description of where the material that you claim is infringing is located on this Website;
A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
Your name, address, telephone number and email address (if available); and
A statement by you that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.

Trademarks

FLEURCO is a Fleurco trademark. Other names, words, titles, phrases, logos, drawings, graphics, icons and marks displayed on the Website may be Fleurco or third-party trademarks marks. No item on the Website may be interpreted in such a way as to grant anyone a licence or right to use any Fleurco or third party logo, drawing or mark.

Responsibility for Minors

In the case that you authorized a minor to access the Website, you recognize that you are responsible: i) for their behaviour online; ii) for control over their access and use of the Website; and iii) for the consequences of any improper use they make of the Website. We recommend reasonable supervision of the use of the Website by minors that you are legally responsible for.

Submission of Materials

Unless specific regulations or written procedures by Fleurco exist in that regard, outlining other terms and conditions, when you submit messages, data, texts, photographs, images, receipts and other materials to Fleurco, you grant Fleurco a world, unlimited, irrevocable, non-exclusive, perpetual, fully paid-up licence for: i) use, reproduction, storage, adaptation, translation, modification, creation of derivative work, transmission, distribution or provision for public access to what you submitted for any purpose; and ii) granting sub-licences to third parties for the exercise of any of the aforementioned rights.

In addition to the abovementioned licence, under these terms and conditions, you: i) waive all moral rights regarding your content, ii) consent that your name, address and email address appear regarding your content, where applicable, as well as the sharing or display of this information, iii) acknowledge and agree that Fleurco shall not be held responsible for any loss, damage or corruption to your content; and, iv) undertake and agree that the items that you supply for display on the Website or that you provide to Fleurco shall be considered as non-confidential.

You represent and warrant to Fleurco that i) your content is original; ii) your content does not infringe any intellectual property rights, including without limitation copyright; iii) you are the sole owner of all intellectual property rights, including copyright without limitation, on and to your content or, where applicable, you have obtained written permission from the owner to provide your content; iv) your content does not infringe the privacy or image rights of a third party; v) your content is truthful, accurate, up to date and complete, to your knowledge; and vi) your content is not illegal in any other way.

Fleurco has no obligation to verify content present on its Website or that is transmitted to it. The user recognizes, nevertheless, that Fleurco may at any point verify this content, particularly to comply with a law, a regulation, a decree or a request from the authorities, to ensure the correct functioning of the Website or for any other reason, at its discretion. Fleurco reserves the right to modify, refuse or delete any content present on its Website or that is transmitted to it if Fleurco considers, at its sole discretion, that this content contravenes these terms and conditions.

Integrity and Accuracy of the Information

Fleurco shall endeavour to ensure that the information and Content available on the Website are complete, accurate and up to date. This information and Content comes from sources that Fleurco considers to be reliable, and are regularly updated. However, they may contain inaccuracies, omissions, spelling mistakes or other errors. These errors may relate to the prices, descriptions or availability of products. All images, text, and prices indicated on the Website are based on the most recent information at the time of being placed on the Website. Although Fleurco tries to ensure the product colours presented online are as accurate as possible, Fleurco cannot guarantee that the colour will be exactly that of the product.

As a consequence, the Website and all of its Content are made available for users “as is”, without any warranty of any nature whatsoever, express or implied. Without limiting the foregoing, Fleurco makes no warranty regarding the availability or stability of the Website Content, the possibility to access it, the absence of any virus, or the precision, reliability, accuracy, integrity, exhaustive nature, performance or fitness for a particular purpose of the information provided, including that which relates to partners of Fleurco, to the legislation or regulation or availability of the services described. The user must take note that the Website is regularly subject to technical maintenance, which may limit or impede access for a temporary or prolonged period.

The Website is accessible by way of the Internet and in standard Internet format. Fleuro reserves the right to modify these formats at any time and it is incumbent upon the user to obtain Internet access at his or her own cost, as well as any programs required to access the Website. Fleurco reserves the right to correct any error or change to the Content without prior notice. Fleurco has full discretion, above and beyond all others rights and recourses at its disposal, without liability, to, in any way, at any time and without prior notice, interrupt or restrict access to any element of its Website.

Fleurco reserves the right to change the displayed prices at any time and without prior notice. Taxes and delivery fees are not included in the displayed prices. All prices displayed are in CanadianUS dollars. Despite Fleurco’s efforts to be as precise as possible, the price of a product appearing on the Web site may be inaccurate. If the product price advertised on the Web site is determined to be inaccurate, Fleurco reserves the right to either change the price or cancel a purchase made on its Website or otherwise, at its own discretion.

Non-liability

Fleurco is providing this Website and its contents on an “as-is” basis and makes no representations or warranties of any kind, express or implied, with respect to the operation of this Website, the information, content, materials or products, included on this Website. To the fullest extent permitted by law, Fleurco disclaims all such representations and warranties, including for example warranties of merchantability and fitness for a particular purpose. In addition, Fleurco does not represent or warrant that the information accessible via this Website is accurate, complete or current. Price and availability information is subject to change without notice. Fleurco will not be liable for any damages of any kind arising out of or in connection with the use of this Website. Fleurco, their affiliated entities, and partners or licensors are in no way liable for direct or indirect damages, including but not limited to, a loss of revenue, customers or data, due to the use or incapacity to use or have access to the Website or the content and items these may allow access to. This limitation applies whether based on contractual or extra-contractual rights, even if Fleurco has been advised of the possibility of such damages. This is a comprehensive limitation of liability that applies to all damages of any kind, including but not limited to direct, indirect, incidental, punitive or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for some damages. Accordingly, some of the above limitations may not apply to you.

Indemnification

Upon Fleurco’s request, you undertake to indemnify and keep harmless Fleurco, its affiliates, partners, subsidiaries or licensors as well as their employees, contractors, agents and directors, against any liabilities, claims and costs (including legal fees and costs) resulting from your use or errors in the use of the Website. To the fullest extent possible, you accept to cooperate with Fleurco for its defence in the context of any situation in which you should provide an indemnity.

Hyperlinks to Third-Party Sites

The Website may contain hyperlinks to third-party websites (“Third-party Sites”) that will navigate you away from the Website. Fleurco supplies these hyperlinks for your convenience. The Third-party Sites are not controlled by Fleurco and the hyperlinks cannot be interpreted as an approval or endorsement of their content by Fleurco. Fleurco is not responsible for the content of Third-party Sites, for links they contain, or for changes made or updates to these sites and Fleurco makes no warranty in that regard.

Hyperlinks to the Website

Fleurco accepts hyperlinks to the Website. However, it does not want to be linked with any third-party website: i) that contains content constituting or encouraging a criminal or penal offence, would affect civil liability or would in any other way constitute an infringement of any municipal, provincial, national or international legislation or regulation, that could affect or harm the activities, credibility or integrity of Fleurco or that contains, displays or transmits any material or information that extends beyond the moral or legal standards of Canadian society; or ii) that contains, displays or transmits any information, software or other material that breaches or infringes the rights of others, including material that impede privacy rights or privacy protection rights, or that is protected by copyright, trademark or another property right. Fleurco reserves the right to prohibit or refuse to accept a hyperlink to the Website at its sole discretion, at any moment. You agree to remove any hyperlink that you may have to the Website upon the request of Fleurco.

Orders (applicable to the dealer portal only)

Occasionally, a product may be temporarily unavailable. If you wish to know when it will be back in stock, please contact Fleurco.

Once your order is submitted, you will receive an email confirmation that your order was received and is currently being processed. If an order confirmation does not arrive within 24 hours of submission, please contact Fleurco.

Sales tax and goods and services tax will be charged on orders being shipped to jurisdictions that require such tax. For orders shipping to all other jurisdictions, such tax will not be charged.

If you would like to modify or cancel an order once it has been placed on the Website, please contact Fleurco immediately in order to modify or cancel your order as soon as possible.

All orders made through this Website are subject to Fleurco’s usual terms and conditions of sale, acceptable payment methods as well as shipping methods and rates.

Fleurco only sells and ships products to Canada and the United States.

Payments made via the Website are processed directly by the Fleurco’s service provider, which has sole access to payment card information. Fleurco, their affiliated entities, and partners or licensors shall have no liability in that regard.

Accounts (applicable to the dealer portal only)

To register and create a dealer account, you must contact Fleurco to complete a registration form. You will be provided at that moment with a user ID and a password. It is easy to change your account information at any time.

In connection with your dealer account (collectively referred to herein as an “Account”), you must adhere to the following:

Responsibility. You are solely responsible for
1. your Account and the maintenance, confidentiality and security of your Account and all passwords related to your Account; and
2. any and all activities that occur under your Account, including all activities of any persons who gain access to your Account with or without your permission.
Notification. You agree to immediately notify Fleurco of
1. any unauthorized use of your Account, any service provided through your Account or any password related to your Account; or
2. any other breach of security with respect to your Account or any service provided through it; and
  you agree to provide assistance to Fleurco, as requested, to stop or remedy any breach of security related to your Account. In no event will Fleurco have any liability for any loss or damages that may occur due to the unauthorized or authorized use of your Account or password, with or without your knowledge;
Accuracy. You agree to provide true, current, accurate and complete information as requested by Fleurco or its agents from time to time and you agree to promptly notify Fleurco of any changes to this information as required to keep such information held by Fleurco current, complete and accurate. You agree to not use any other person’s Account at any time, unless you have received direct written consent from the other Account holder. You agree to not share your user ID and password with anyone.

Acceptable Use and Prohibitions

You will ensure that:

you only use the Website for lawful purposes, and
if at any time you become aware of any violation, by any person or entity, you will immediately notify Fleurco and provide Fleurco with assistance, as requested, to stop or remedy such violation.

Without limiting the generality of any other restriction in these terms and conditions, you agree that you will not, in connection with the Website, directly or directly, or permit anyone to post, upload, reproduce, distribute or otherwise transmit any content that:

constitutes unauthorized or unsolicited commercial communications, junk or bulk communications or other “spam” (whether or not using email services, including instant messaging, blog or comments) or is otherwise duplicative or unsolicited;
contains a virus, cancelbots, corrupted files, trojan horse, worm or other harmful, disruptive, malicious or surreptitious software or program that may damage the operation of another computer or property of another; or
is defamatory, infringing, or unlawful.

Termination

Fleurco reserves the right, at its sole discretion, to terminate your access to all or part of the Website, with or without prior notice, specifically in the case of a breach of these terms and conditions.

Confidentiality

Fleurco’s Privacy Policy, the content of which is available on the Website, is considered to be an integral part of these terms and conditions.