Terms of Sale
PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU.
This Agreement contains the terms and conditions (the “Terms of Sale”) that apply to a customer’s (“You” and where applicable“Your”) purchase from JDS USA.com (“JDS USA”) and/or the third party seller named on the invoice (a“Supplier”) of products for sale on www.JDSUSA.com (the “Site”). You agree, as a condition of sale, to be bound by and accept these Terms of Sale as applicable to Your purchase of product(s) from the Site.
These Terms of Sale are subject to change without prior written notice at any time, in JDS USA’s sole discretion.
YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF SALE IS INCLUDED IN YOUR ACCEPTANCE OF THE SITE TERMS OF USE LOCATED AT www.JDS USA.com/termsofuse
1. Product Display and Pricing:
a. Site Content and Product Descriptions:
i. JDS USA does not accept liability for any errors and/or omissions contained on the Site, including but not limited to any product display page for any product listed for sale on the Site. JDS USA reserves the right to change information, prices, specifications and descriptions for any goods, products or services displayed on the Site at any time and without notice and does not warrant that a product description or content on the Site is accurate, complete, reliable, current or error-free.
ii. JDS USA makes all reasonable efforts to accurately display the colour, texture and detail of products on the Site. JDS USA however provides no guarantee that the colour, texture or detail You see matches that of the subject product. Colour, texture and detail variances may occur including but not limited to as a result of the monitor You utilizes to view the products on the Site and the display settings and capabilities of such monitor.
b. Product Pricing:
i. The price for a product shown on the Site on the product display page for that product represents the full retail price for the product as set by JDS USA and/or the manufacturer or supplier of the subject product based on standard industry practice or estimated retail value for a comparable featured product offered elsewhere (the “List Price”). For certain items that are offered as a set, the List Price may represent the aggregate or manufacturer or suppliers estimated or suggested retail price for each of the items included in the set.
ii. For clarity, notwithstanding anything to the contrary contained in these Terms of Sale, the List Price does not include shipping and handling charges, customs, duties or any Taxes applicable to Your order.
iii. Any comparison price quote reflected on the Site is either the price reported by the manufacturer or vendor to JDS USA for the subject product or in some instances, is based on a comparative survey of the price of the same or a similar product being sold at representative retailers or department stores in relevant markets. As the List Price for a given product may often fluctuate, the comparison price quoted may not always represent the actual price listed by retailers or department stores every day or in every community. For international sales, the comparison price is based on what such items would be sold at in the US market. Nothing can replace Your own comparison shopping, however, and notwithstanding our posted comparison price quotes, if this is an important factor for You in Your purchasing decision, we recommend You conduct Your own individual search as well.
iv. You acknowledge that the placing of an item in a cart on the Site does not reserve the List Price for the subject product shown at that time. It is possible the List Price of the item in Your cart may increase or decrease between the time You place an item in Your cart and the time You purchase the subject product.
v. JDS USA will have no obligation to fulfill an order for a product that was advertised at an incorrect List Price. If an error is discovered in the List Price of a product or service that You have ordered, JDS USA will inform You as soon as is reasonably possible. You will be advised of the correct List Price for the subject product and provided the opportunity to order the product at the correct List Price via a separate transaction (subject to all other terms and conditions of these Terms of Sale). If You have already paid for the subject product at the incorrect List Price, JDS USA will refund You the full amount paid subject to these Terms of Sale.
2. Order Processing:
a. Your receipt of an electronic or other form of order confirmation does not signify JDS USA’s acceptance of Your order, nor does it constitute confirmation of JDS USA’s offer to sell. All orders are accepted in Commonwealth of Virginia, USA.
b. JDS USA reserves the right at any time after receipt of Your order to decline, refuse or cancel Your order for reasonable cause including but not limited to (i) lack of availability of products, (ii) failure by You to satisfy payment terms, (iii) product pricing error, (iv) restrictions or prohibitions on the sale or use of products, (v) if JDS USA determines, in its sole discretion, Your order is made for commercial resale purposes, and/or (vi) breach You of these Terms of Sale. If payment has been remitted for the purchase and JDS USA cancels Your order, JDS USA shall forthwith issue a refund no greater than the amount remitted for the unaccepted or cancelled order.
3. Custom Orders:
a. Certain products may be custom ordered by You (“Custom Orders”) from JDS USA. JDS USA requires payment of one hundred percent (100%) of the Custom Order cost before a Custom Order will be accepted and an invoice for such order will be issued. Custom Orders are not available from third party marketplace sellers.
b. Notwithstanding anything to the contrary contained in these Terms of Sale, once an invoice for a Custom Order has been issued, the Custom Order cannot be changed or cancelled and is non-refundable.
c. There is no guaranteed delivery time of any kind for Custom Orders. All delivery lead times for Custom Orders are estimates.
d. If You do not accept delivery of a Custom Order within thirty (30) days of the first delivery attempt by JDS USA and/or its delivery agent (“First Delivery Attempt”) storage charges will be charged to You for such order. If You do not accept delivery of a Custom Order within sixty (60) days from the First Delivery Attempt, the Custom Order will become the property of JDS USA or the Supplier, as applicable.
4. Container Orders:
a. Products can be ordered from JDS USA by the container (“Container Orders”). You can only place a Container Order by contacting a JDS USA customer service representative by telephone at 1-877-631-2845 (for North American customers) and 1-604-662-8100 (for International Customers). Order lead times for Container Orders may vary significantly depending on the product ordered and final delivery location.
b. JDS USA requires payment of fifty percent (50%) of the Container Order cost at the time the Container Order is placed (the “Container Order Deposit”). The remaining fifty percent (50%) of the Container Order cost is required when you are provided the Inspection Report (as defined herein) by JDS USA for your approval and notified by JDS USA that the Container Order is ready to ship. Container Orders are not available from third party marketplace sellers.
c. Notwithstanding anything to contrary contained in these Terms of Sale, delivery of Container Order must be arranged with a JDS USA customer service representatives as the delivery options may vary based on the types of products in the order and the delivery location. All other terms with respect to delivery (including but not limited the Cost of Delivery section) continue to apply to Container Orders.
d. For any Container Orders placed, You will be (i) the importer of record, (ii) responsible for compliance with all requirements of an importer of records, (iii) responsible for contracting for your own customs broker, and (iv) responsible for the payment of all brokerage and customs fees, taxes, and related costs associated with the Container Order.
e. Container Orders that are also Custom Orders are subject to those payment terms described in Section 4(a) above.
5. Changes and Cancellations:
a. Order changes:
You may request a change to an order, excluding a Custom Order and Container Orders, under an invoice provided that such order change requests:
i. may be subject to additional charges;
ii. may result in a changes to the cost of shipping, handling and delivery of the order;
iii. may result in a delay in the delivery of the order;
iv. must be delivered by You to customerexperience@JDS USA.com; and
v. must be received and acknowledged by JDS USA prior to delivery or pick-up of the Order in accordance with these Terms of Sale.
b. Order Cancellation:
i. You may cancel an order, excluding Custom Orders and Container Orders, at any time prior to delivery, subject to these Terms of Sale.
ii. Cancellation requests must be sent by email by You and received and acknowledged by JDS USA at:customerexperience@JDS USA.com prior to delivery or pick-up of the order in accordance with these Terms of Sale.
6. Payment Terms:
a. Terms of payment are within JDS USA’s sole discretion and unless otherwise agreed to in writing by JDS USA, payment must be received or otherwise authorized or secured in a form approved by JDS USA prior to JDS USA’s acceptance of an order.
b. You must pay for the order by approved credit card, wire transfer, electronic funds transfer or some other prearranged payment method agreed to by JDS USA in writing.
c. Invoices are due and payable by the payment date(s) specified through electronic (including but not limited to e-mail) confirmation between JDS USA and You.
d. JDS USA may invoice parts of an order separately.
e. Orders are not binding upon JDS USA until accepted by JDS USA (see Order Processing provisions set out in these Terms of Sale).
f. Any quotations given by JDS USA will be valid for the period stated on the quotation. JDS USA reserves the right to adjust or cancel quotations as required.
7. Shipping and Delivery:
a. General:
JDS USA offers delivery worldwide based on your Shipping Address. Certain restrictions may apply based on order size and content as well as restrictions imposed at law. Notwithstanding the foregoing, shipping is not available to post office boxes.
b. Address for Delivery:
JDS USA will deliver Your order, via its logistics or delivery agent(s), to the shipping address You provide at the time of purchase and indicated on the invoice for Your order (the “Shipping Address”).
c. Estimates:
i. Any delivery dates or lead-times of any kind provided by JDS USA are estimates only and subject change. JDS USA provides no guarantee regarding the date or time for the delivery of Your order.
ii. The actual date of delivery of Your order will depend on a number of factors including but not limited to the size and contents of Your order and delivery method and option(s) selected and available during the processing of Your order.
d. Delivery Options:
i. Standard Delivery:
Curb-side:
Unless otherwise agreed to in writing by JDS USA and subject to these Terms of Sale, all deliveries of Your order will be to the street curb-side of the Shipping Address only. You will be responsible for moving the contents of Your order from the street curb-side of the Shipping Address into Your home or business
Customer Offload:
Due to the length, size and weight of certain products and the location of the Shipping Address, curb-side delivery as described above may not be available in which case You will be required to offload or assist with the offloading of Your order from the delivery truck or pick the order up in accordance with the “Pick-up Option” set out in these Terms of Sale.
Curb-side Delivery and Customer Offload are collectively defined for the purposes of these Terms of Sale as “Standard Delivery.”
Further information regarding the above noted delivery options are set out at: www.JDS USA.com/Shipping
e. Pick-up Options:
i. Subject to the products in Your order and the Shipping Address, You may have the option of picking-up an order directly from a warehouse location of JDS USA, a Supplier or one of their warehouse service providers.
ii. The election of this option must be made prior to issuance of an invoice for Your order.
iii. Further information regarding the Pick-Up Option are set out at: www.JDS USA.com/Shipping
f. Cost of Delivery:
i. You are responsible for all costs related to the shipping and delivery of Your order to the Shipping Address including but not limited to all customs and duties that may be applicable to the order.
ii. It is Your responsibility to provide JDS USA accurate and complete information in order to allow JDS USA and/or its delivery agents to facilitate the delivery of Your order.
iii. Shipping rates and delivery pricing provided to You for your order are for Standard Delivery only. Additional storage and/or shipping charges and other warehouse charges may apply if You can not be contacted, or are unavailable to receive product or if an order is redirected at Your request.
iv. If a shipping rate and/or delivery pricing is quoted at an incorrect rate due to typographical error, error in product attributes received by JDS USA from a Supplier, or error in pricing from JDS USA’s delivery agents, JDS USA will have the right to refuse, adjust, or cancel any orders placed by You whether or not the order has been confirmed or whether or not payment has been remitted by You.
g. Inspection and Acceptance:
i. You are responsible for inspecting the products in Your order for shortages or signs of damage upon receipt of Your order . All freight loss, and damage claims must be documented and filed in accordance with the Claims process set out in these Terms of Sale.
ii. Title to the products in Your order passes from JDS USA and/or a Supplier to You upon completion of shipment of Your order to the Shipping Address and Your acceptance of the order.
iii. Risk of loss for products purchased by You passes to You upon transfer of title as set out herein.
iv. Further details regarding to the inspection of an Order are set out at: www.JDS USA.com/Shipping
8. Taxes:
i. You are responsible for all sales, use, excise, value-added and other charges associated with Your order, however designated, including any duties, clearance charges or other destination charges.
ii. If applicable, a separate charge for such items will be shown on the invoice for Your order including but not limited to for any applicable federal, state, provincial, territorial, or local tax of the location to which the product is being shipped.
9. Claims:
. Manufacturer warranty and Claims:
i. All warranties set out are Manufacturer-specific warranties only. The limited warranty applicable to each product sold by JDS USA or the Supplier on the Site is set out under the heading “Warranty” located on the Site on the product display page(s) for the products in Your order. Such limited warranty applies to each sale by JDS USA or the Supplier of that respective product.
ii. JDS USA makes no express warranties except those stated in these Terms of Sale and in the applicable warranty statement in effect on the date of Your purchase of the subject product.
iii. Any such warranties will be effective, and JDS USA will be obligated to honour any such warranties, only upon JDS USA’s receipt from You of payment in full for the item to be warranted.
iv. Before returning any item, You must contact JDS USA for a Warranty Authorization (WA) number within the allowable period specified by the manufacturer of the product (see product-specific “Warranty”). The WA number is valid only for the product described therein. The product returned must match the product authorized for return.
v. You must ensure that all returns are received by the manufacturer/supplier within thirty (30) days of obtaining the WA number. All shipping arrangements for returns or exchanges must be processed through JDS USA’s Logistics Department. You are responsible for all shipping and handling charges of warranty returns, except where the manufacturer of the product has agreed to pay for such costs or as outlined under product “Warranty.” Whenever possible or as outlined under “Warranty,” all items must be in “as new” condition, in original packaging and with all warranty cards, manuals and accessories. The original packing slip must be included and the WA number visible on the package.
vi. JDS USA may require that You provide a short written explanation and photographs of the defective product. In some cases an on-site inspection of the product will be required. JDS USA’s Customer Experience Team will advise You of the details specific to the warranty claim.
a. Claims for Delivery Error and Shipping Damages:
i. Upon delivery of an order to the Shipping Address You are responsible for the inspection of Your order in accordance with these Terms of Sale.
ii. In the unlikely event of any freight shortages or signs of damage with Your order You must complete the following steps:
§ Record the number of boxes damaged or short next to Your signature on the delivery receipt provided by JDS USA or its delivery agent at the time of delivery of the order (the “Delivery Receipt”);
§ Take photos of the order upon arrival at the Shipping Address;
§ Record any further details about the subject damage or shortage on the Delivery Receipt including the word “Damage” or “Short” as applicable; and
§ Report any such damages to JDS USA within thirty (30) days from the date the shipment was delivered atclaims@JDS USA.com
iii. Subject to Your compliance with JDS USA’s claims process set out herein and JDS USA’s validation of such claims, in JDS USA’s sole discretion acting reasonably, JDS USA will arrange to either re-ship to you replacement product (for damages) or additional product (for shortages) at JDS USA’s expense or provide You a compensation credit for the value of the goods damaged or short.
b. 30 Day Money Back Guarantee:
i. The Guarantee:
You can return product for any reason within 30 days of delivery and get a refund of the order purchase price subject to the below noted conditions (the “Guarantee”).
ii. Conditions of the Guarantee:
This Guarantee is subject to satisfaction of the following conditions:
§ The product must be in its original packaging, and in the same condition as when it arrived at the Shipping Address; and
§ The product must not have been used, modified, installed, or marked in any way.
§ The Guarantee applies to all regular JDS USA products only and does not apply to clearance items for both partial and full orders, special orders, Custom Orders or Container Orders.
§ JDS USA does not accept title to orders returned by You in accordance with this Guarantee until the subject order arrives back at a warehouse of JDS USA and/or its warehouse services agent and JDS USA has confirmed, in writing, that the above conditions of the Guarantee have been satisfied.
Further information regarding the Guarantee is located at: www.JDS USA.com/Policies
iii. Full Refund:
In order for You receive a full payment refund, Your order must (i) meet the conditions specified in Section 9(c) above and (ii) be returned in its entirety meaning every piece of the order that You received must be returned within thirty (30) days of the delivery date of the subject order. Subject to the satisfaction of the foregoing, JDS USA will provide You a full refund for the purchase price and shipping costs of the order and arrange for pick-up of the order at no cost to You.
iv. Partial Refund
Partial refunds are only available for products purchased from JDS USA (and therefore not products purchased from third party marketplace sellers).
In order for You to receive a partial refund, the subject portion of Your order must (i) meet the conditions specified in Section 9(c) above and (ii) be returned in its entirety meaning every piece of that portion of Your order must be returned to JDS USA within thirty (30) days of the delivery date of the subject Order.
Subject to satisfaction of the foregoing, JDS USA will refund the purchase price of the returned product plus shipping fees however excluding any brokerage fees, duties and any other fees related to Your order.
You will be responsible for any brokerage fees, duties and any related fees associated with Your order.
v. Container Order Refunds:
You may cancel a Container Order and receive a refund of the Container Order Deposit up until You provide authorized acceptance of the container inspection report which report shall be in a form agreeable to you, JDS USA and the manufacturer/supplier of the subject product (the “Inspection Report”).
Authorized acceptance of the Inspection Report must be delivered by You to JDS USA in writing (whether indicated by the placement of Your signature directly on the Inspection Report or by such other written form as JDS USA may advise in writing is acceptable). Acceptance of the Inspection Report must be provided to JDS USA no later than fourteen (14) days from the date of your receipt of the Inspection Report.
Your approval of the Inspection Report transfers the now completed Container Order from the place of manufacture to the shipping company. At this point, You are not permitted to cancel or change the Container Order nor will You be entitled to any refund for such Container Order.
vi. Certain products may require an acclimation period prior to installation. We advise that You do not schedule a contractor to install the product until after the material has been received and acclimated. No claims on the quality of the product such as milling, grading, average length, end matching, pattern variation, or similar issues will be permitted once product has been installed.
10. Disclaimer:
THE WARRANTIES SET OUT IN THIS AGREEMENT ARE MANUFACTURER-SPECIFIC WARRANTIES FOR THE PRODUCT(S). EXCEPT FOR THE MANUFACTURER SPECIFIC WARRANTY AND THE GUARANTEE (AS DEFINED HEREIN) JDS USA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, GUARANTEES, REPRESENTATIONS, ENDORSEMENTS OR CONDITIONS WHETHER EXPRESS, IMPLIED, OR ARISING FROM STATUTORY OR OPERATION OF LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, DURABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT JDS USA KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF SUCH ANY SUCH PURPOSE) WITH RESPECT TO THESE TERMS OF SALE, THE SITE AND ALL PRODUCTS LISTED OR REFERENCED THEREON. JDS USA ALSO DISCLAIMS ANY IMPLIED WARRANTY ARISING OUT OF TRADE USAGE, OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE OR BY OPERATION OF LAW. JDS USA DOES NOT WARRANT THAT THE PRODUCT(S) OFFERED FOR SALE ON THE SITE WILL BE ERROR OR DEFECT-FREE, OR WARRANT THAT EACH DEFECT WILL BE CORRECTED NOR THAT ANY PRODUCTS COMPLY WITH SPECIFIC GEOGRAPHICAL COMPLIANCE OR REGULATORY RESTRICTIONS. IT IS YOUR RESPONSIBILITY TO ENSURE THAT USE OF PRODUCTS PURCHASED COMPLIES WITH LOCAL JURISDICTION CODES AND WITH ALL REGIONAL, NATIONAL AND INTERNATIONAL LAWS AND REGULATIONS.
FURTHER JDS USA DOES NOT PROVIDE ANY WARRANTIES AGAINST ERRORS, DEFECTS, MISTAKES, OR INACCURACIES OF DATA, CONTENT, INFORMATION, MATERIALS, REPORTS OR SUBSTANCE OF THE SITE, ANY UNAUTHORIZED ACCESS TO OR USE OF JDS USA’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE OR VIA ANY ELECTRONIC MAIL OR COMMUNICATION SENT BY BUILDIDRECT, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SITE, ANY DATA, CONTENT, INFORMATION, MATERIALS, OR SUBSTANCE OF THE SITE OR ANY SUBMITTED CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. THE SITE, AND ALL CONTENTS THEREIN, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU USE THE SITE AT YOUR SOLE RISK.
11. Limitation of Liability:
JDS USA DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN. YOU AGREE THAT JDS USA, ITS SUBSIDIARIES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, SERVICE PROVIDERS, DISTRIBUTORS OR OTHER REPRESENTATIVES WILL NOT BE LIABLE YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF REVENUE, GOODWILL, LOST OF DATA, LOSS OF OPPORTUNITY OR OF BUSINESS OR OTHER DIRECT, PECUNIARY, NON-PECUNIARY, CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES HOWEVER CAUSED IN RELATION TO THESE TERMS OF SALE, THE SITE, YOUR USE OF THE SITE, OR YOUR PURCHASE OF ANY PRODUCT FROM THE SITE, REGARDLESS OF THE THEORY OF LIABILITY INCLUDING WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR ANY OTHER LEGAL THEORY EVEN IF SUCH DAMAGES WERE FORESEEABLE OR IF JDS USA WAS ADVISED OF THE POTENTIAL OF SUCH DAMAGES.
YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE SITE, THESE TERMS OF SALE, AND YOUR PURCHASE OF PRODUCTS OR SERVICES FROM JDS USA OR A SUPPLIER VIA THE SITE, JDS USA IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY YOU FOR YOUR ORDER THAT IS THE SUBJECT OF THE ALLEGED LIABILITY. THIS LIMITATION WILL APPLY REGARDLESS OF THE FORM OF ACTION (I.E. WHETHER THE LAWSUIT IS IN CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR ANY OTHER THEORY OF LIABILITY).
THE SITE MAY CONTAIN LINKS TO THIRD-PARTY WEBSITES THAT ARE NOT OWNED OR CONTROLLED BY JDS USA. JDS USA ASSUMES NO RESPONSIBILITY FOR THE CONTENT, INFORMATION, PRIVACY POLICIES, OR TERMS OF USE OF ANY THIRD-PARTY WEBSITES AND MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY OTHER WEBSITES OR THE CONTENTS OR MATERIALS ON SUCH WEBSITES. JDS USA PROVIDES SUCH LINKS SOLELY AS A CONVENIENCE TO YOU. THE INCLUSION OF ANY LINK DOES NOT IMPLY ANY ENDORSEMENT, INVESTIGATION OR VERIFICATION BY JDS USA OF THE LINKED WEBSITE OR INFORMATION CONTAINED THEREIN. BY USING THE SITE, YOU EXPRESSLY RELIEVE JDS USA FROM ANY AND ALL LIABILITY ARISING FROM YOUR ACCESS TO OR USE OF ANY THIRD PARTY WEBSITES. ACCORDINGLY, JDS USA ENCOURAGES YOU TO READ THE TERMS AND CONDITIONS, INCLUDING THE PRIVACY POLICY AND ANY TERMS OF USE, GOVERNING EACH THIRD-PARTY WEBSITE THAT YOU VISIT, INCLUDING THOSE DIRECTED BY THE LINKS CONTAINED ON THE SITE
THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY TO THE FULL EXTENT PERMITTED BY LAW.
12. Currency:
All references to monetary amounts, including prices, on the Site and in these Terms of Sale shall be in U.S. currency.
13. Governing Law:
. These Terms of Sale and any sales thereunder shall be governed by the laws of Commonwealth of Virginia and the federal laws of USA applicable therein, without regard to conflict of laws rules. You and JDS USA exclude the application of the United Nations Convention on Contracts for the International Sale of Goods or any other similar legislation to these Terms of Sale.
a. The Site (excluding any third party linked websites) is controlled by JDS USA from its offices within the Province of Commonwealth of Virginia, USA. The Site can be accessed from all provinces and territories of USA, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of the Province of Commonwealth of Virginia, by accessing the Site, You agree that all matters relating to access to, or use of, the Site, or any other hyperlinked website, shall be governed by the laws of the Province of Commonwealth of Virginia and the federal laws of USA applicable therein.
b. You also agree and hereby submit to the exclusive jurisdiction and venue of the courts of the Province of Commonwealth of Virginia and acknowledge that You do so voluntarily and are responsible for complying with local laws.
c. For clarity, You hereby waive (1) any right to object to venue or jurisdiction based on inconvenient forum or for any other reason and (2) any statutory or other right pursuant to the laws of the jurisdiction in which You are a resident to have a court case or arbitral hearing relating to these Terms of Sale adjudicated or resolved in that jurisdiction.
d. Any rule of interpretation, law or regulation that provides that language in a contract will be interpreted against the drafter will not apply to these Terms of Sale.
14. Arbitration:
. All disputes arising out of or in connection with this Agreement shall be referred to and finally resolved by a single arbitrator (the “Arbitrator”) pursuant to the Commercial Arbitration Act, as amended and subject to the exclusive jurisdiction of the laws of the province of Commonwealth of Virginia and, where applicable, USA.
a. The place of the arbitration will be Vancouver, Commonwealth of Virginia and the language of the arbitration will be English.
b. The decision of the Arbitrator on all issues or matters submitted to the Arbitrator for resolution shall be conclusive, final and binding on all of the parties.
c. The Arbitrator shall determine who shall bear the costs of arbitration pursuant to this section.
d. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.
e. Notwithstanding the foregoing, that parties agree that (i) where a claim is eligible in accordance with the Commonwealth of Virginia Small Claims, it may asserted in Commonwealth of Virginia small claims court subject to the exclusive jurisdiction of Vancouver, Commonwealth of Virginia the laws of the province of Commonwealth of Virginia and, where applicable, USA.
15. Entire Agreement:
. These Terms of Sale together with all invoices for Your order including product and shipping invoices and any other materials incorporated by reference herein, constitute the entire agreement and all terms, conditions, representations and warranties between You and JDS USA with respect to the purchase and sale of any product offered for sale on the Site and collectively supersedes and replaces all prior and contemporaneous agreements, proposals or representations, written or oral, between the parties concerning the subject matter herein.
a. These Terms of Sale may NOT be altered, supplemented, or amended by the use of any other document(s) or agreement except upon the express written agreement from an authorized representative of JDS USA. Any attempt to alter, supplement or amend these Terms of Sale or to enter an order for product(s) which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a writing and signed by both You and JDS USA.
16. Terms of Use:
. Your access to, and use of the Site is governed by JDS USA’s Terms of Use located at www.JDS USA.com/termsofuse
a. By accessing and using this Site, You signify Your acceptance without modification of these Terms of Use.
b. The Terms of Use are subject to change without prior notice at any time, in JDS USA’s sole discretion so You should frequently review the Terms of Use and applicable policies to understand the terms and conditions that apply to Your use of the Site. In the event of any inconsistency between these Terms of Sale and the Terms of Use, these Terms of Sale will govern.
17. Headings:
The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.
18. Relationships:
The relationship between You and JDS USA will be that of independent contractors, and neither party nor any of their respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of these Terms of Sale.
19. Assignment:
You may not assign, convey, subcontract or delegate Your rights, duties or obligations hereunder.
20. English Language:
The parties agree that these Terms of Sale and all materials incorporated by reference herein will be drawn up in English. Les parties ont demande que cette convention ainsi que tous les document qui s’y rattchent soient rediges en anglias.
21. Construction:
For purposes of these Terms of Sale, whenever the context requires (i) the singular number shall include the plural, and vice versa; and (ii) the masculine gender shall include the feminine and neuter genders, the feminine gender shall include the masculine and neuter genders, the neuter gender shall include the masculine and feminine genders.
22. Enurement:
These Terms of Sale and the rights and obligations herein will be binding on and enure to the benefit of the parties and their successors and permitted assigns.
23. Force Majeure:
Neither JDS USA, any Supplier nor any agents or contractors thereof will be responsible for a failure to fulfill any obligations of such parties under these Terms of Sale or for any delay in satisfaction of such obligations nor for any damages of any kind in law or equity that You may suffer as a result of such failure or delay, if such failure or delay is due to circumstances beyond JDS USA’s, a Supplier’s or their agents’ or contractors’ control including but not limited to any act of God or public enemy, acts of government, riots, strikes, quarantines, accidents, or the inherent nature or vice of goods transportation.
24. Waiver:
The failure by JDS USA to insist on strict compliance with any provision of these Terms of Sale will not be deemed to be a waiver of such provision or any rights or remedy of JDS USA under these Terms of Sale. Further no waiver by JDS USA of a breach of these Terms of Sale by You shall constitute a waiver of any other breach, whether of the same or any other covenant, term or condition. The subsequent acceptance by JDS USA of any breach of a covenant, term or condition by You shall not constitute a waiver of JDS USA’s right to require performance by You at any time thereafter.
25. Equivalency:
. These Terms of Sale and any other materials incorporated by reference herein will be (i) deemed for all purposes to be a “writing” or “in writing” and to comply with all statutory, contractual and other legal requirements for a writing; (ii) legally enforceable as a signed writing as against the parties hereto; and (iii) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business.
a. Electronic documents introduced as evidence in any judicial, arbitration, mediation or proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.
26. Severability:
These Terms of Use shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.