Sales and Returns – Terms and conditions Updated July 15, 2014
Acceptance of these terms and conditions of sale shall be deemed to have occurred at the earliest of 1) payment being made, 2) delivery by ZBx of products 3) any other event constituting acceptance in law.
These terms and conditions shall be governed by and construed according to the Laws of the Province of Ontario, Canada. The United Nations Convention of Contracts for the International Sales of Goods shall not apply.
The invalidity of any provision herein shall not affect the validity of any other provision.
The failure of Zbx to insist, in any one or more instances, upon performance of any term herein shall not be construed as a waiver or relinquishment of any right granted hereunder or the future performance of such term.
Delivery, Title and Risk of Loss
All shipments are EXW (Ex Works) as defined by the International Chamber of Commerce. This means delivery shall be deemed to have taken place and risk of loss shall pass to the buyer on delivery by ZBx of products to a carrier for shipping.
For further certainty, ZBx is not responsible for any loss, damage or delay which may occur after the earlier of a) product(s) being delivered to carrier b) buyer taking possession. All such claims shall be made to carrier. It is recommended that buyers not accept packages with external damage unless i) driver has noted the damage on both carrier and recipient receipts and ii) buyer has requested carrier’s inspection.
Shipping dates are dependent on receipt of all required information and prompt payment.
Taxes, inspection or testing fees, freight costs, insurance or any other fee or charge whatsoever, imposed on, in connection with or measured by any transaction between Buyer and ZBx shall be paid by Buyer in addition to prices quoted or invoiced.
Payment is normally prior to shipping unless credit terms have been established.
Cancellation and Changes
As many products are made to order for shipment to various countries, Buyer may not cancel or modify an order without ZBx consent. ZBx reserves the right to change the price, terms of payment or delivery dates for products affected by such modification.
Limited warranty and Returns
ZBx warrants that products manufactured by ZBx will be free from defects in workmanship and materials under normal use and conditions in accordance with the Product Specifications as set out in a product’s Package Insert.
Buyer shall inspect products immediately on receipt. Claims for shortages, defects, other errors or failure to meet specifications shall be made within 30 days by contacting ZBx. Returns must be pre-authorized and ZBx reserves the right to inspect products being returned during the 30 day period. ZBx will replace products that fail to meet Product Insert specification, provided that authorized returns are made within 30 days. AGGREGATE LIABILITY FOR DEFECTIVE PRODUCTS SHALL BE LIMITED TO PRODUCT REPLACEMENT OR THE MONIES PAID BY BUYER TO ZBX FOR SUCH PRODUCTS.
Discretionary returns: Unused and resalable product returns must be pre-authorized by ZBx and inspected by ZBx prior to credit being issued and are subject to a restocking charge. Call, write or fax for an authorization number. Authorized returns must take place within 30 days.
Disclaimer of Other Warranties or Liabilities
Buyer and ZBx agree that the above Limited Warranty is exclusive and in lieu of all other warranties, express or implied including, but not limited to, warranties of merchantability or fitness for any purpose. Any oral or written descriptions of a product are for the sole purpose of identifying the product and shall not be construed as a warranty.
ZBx shall not be liable to Buyer or any third party for other obligations or liabilities, including, but not limited to, obligations or liabilities arising out of breach of contract or warranty, negligence or tort or any theory of liability or form of action, with respect to the products or Buyer’s actions or omissions. IN NO INSTANCE SHALL ZBX BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES (INLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, USE OR GOODWILL) OF ANY KIND.
ZBx’s sole liability and Buyer’s sole remedy for any claim related to any products purchased from ZBx is set forth in the Limited Warranty.