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Terms of Use

These Terms of Service are entered into between the legal entity identified in the Order Form, at the address specified in the Order Form (the "Customer"; "you") and Custom Standard Solutions Inc. ("Custom Standard" , "We", "Our"), located at 128A chemin du Fleuve, Pointes-Des-Cascasdes, Quebec, Canada, J0P1M0. Please read these Terms of Service carefully as they contain your rights and obligations when using our website, our delivery services and when purchasing exterior cladding materials from us. 

If you have any questions, complaints or claims regarding our Services, here are our contact details: 

Email: info@customstandard.ca 

 

These Terms of Service are effective on the date you (a) use or access our Services or (b) agree to these Terms of Service, whichever comes first (the "Effective Date").  

  

  1. Definitions 

    1. "Purchase Order" means (a) the Purchase Order invoiced by email to the registered email address pursuant to Customer's request. Order Form is deemed attached to and forms part of these Terms of Service. 

    2. “Content” means text, graphics, logos, images, audio clips, stories, blog posts and digital downloads; 

    3. “Confidential Information” means any information of one party (the "Disclosing Party") that is or will be in the possession of the other party (the "Receiving Party") of a confidential or proprietary nature, including information of a technical nature such as know-how, software, source code, algorithms, specifications, formulas, trade secrets, list of orders, products ordered, lists of employees and contractors, location delivery sites, and information of a commercial nature, such as information on costs, profits, pricing policies, markets, sales, suppliers, customers, future development plans, plans for future products, marketing plans or strategies, and other information of a similar nature, which is not generally disclosed by a party to the public. 

    4. "Personal Information" means information that can, indirectly or directly, identify individuals, such as IP addresses, names and references. 

    5. “Custom Services” means custom orders for Products that are not found on our Services. In this case, we will collect your materials from your specialist building materials supplier and generate a personalized Purchase Order; 

    6. "End Users" means each user you authorize to use and access the Services, including to purchase products on your behalf.  

  2. Accounts 

    1. You represent and warrant that you and each of your End Users are at least eighteen (18) years of age. 

    2. You agree that you are responsible for maintaining the confidentiality of your account credentials, as well as for any activity resulting from the use of your account. You agree to use reasonable efforts to prevent unauthorized access or use of our Services. You may not share your account and password, allow others to use your account, or assist anyone who is not a registered user to access the Services. For the avoidance of doubt, the foregoing applies to End User accounts and credentials. 

    3. You agree to notify us immediately if you become aware of any unauthorized use of your login credentials, and to immediately change your credentials using the integrated features made available to you. 

    4. You agree that the Services may not be available in all languages ​​and in all locations. 

    5. You represent and warrant that you and your End Users are authorized to obtain the Services listed for receipt of materials, and that your order complies with applicable law and does not constitute fraud. For avoidance of doubt, you may not write the name of an organization for receipt unless that organization is actually purchasing the Services.  

  3. Performance of the Services 

    1. Order. You agree and acknowledge that certain Products may be out of stock or unavailable from time to time. We endeavor to keep our list of Products and prices up to date, however, there may be discrepancies between the Products available through the Services and the actual inventory, and such discrepancies are not within the control of Custom Standard. If an item is out of stock or unavailable, we will contact you by phone or text, to adjust your Order Form by replacing the out of stock or unavailable Products with similar Products or to remove such out of stock or unavailable from your Purchase Order. If you do not respond to our attempts to contact you, you agree that we may remove out-of-stock or unavailable Products from your Order Form. 

    2. Products. Notwithstanding anything to the contrary, you agree that we may purchase the Products from the supplier of our choice, and that we are the merchant of record, and that title to the Products which you have ordered through an Order Form will pass to you. at the time of delivery, as indicated in article 3.3. You bear all risk of loss or damage to the Products upon transfer of ownership. 

    3. Delivery: Delivery Services are performed by Custom Standard to the location and date indicated on the Order Form, by truck. Custom Standard's Delivery Services are deemed to have been performed if Custom Standard attempted to perform them on the date specified in the Order Form, but was prevented from doing so by your actions or inactions or by your negligence, including if you did not are not available at the location and date chosen, in which case title to the Products passes to you at that time and you bear the risk of loss or damage to the Products after that time.  

  4. Acceptable Use 

    1. You represent and warrant that you will use the Services only for lawful purposes and in accordance with the aforementioned rules. You agree to use commercially reasonable efforts to cause your end users to use the Services in accordance with these rules. You remain fully responsible for all acts and omissions of your End Users, and for any acts or omissions by such End User that would constitute a breach of these Terms of Service if committed by you. You hereby represent and warrant that, except as expressly authorized in writing by us, you and your End Users will not use the Services in any way that violates this Agreement:  

    2. Not decompile, disassemble, reverse engineer, investigate, modify, create derivative works of, or otherwise access any interfaces contained in the Services that are not intended for users; 

    3. Do not attempt to gain unauthorized access to the Services, or otherwise circumvent the Services' software protection or monitoring mechanisms; 

    4. Do not access the Services in order to build a similar or competitive product or service or to copy the ideas, features, functions or graphics of the Services; 

    5. Not impersonate any person, including registering using another person's identity to create an account; Not access, search or create accounts for the Services through any means other than our public interfaces; 

    6. Don't abuse endorsements or promotions to get more credits than you deserve; 

    7. Do not use the Services in a manner that is in violation of applicable laws, including to send unsolicited communications, promotions or advertisements, or to spam users; 

    8. Don't hack us! This means that you cannot scan, probe or test vulnerabilities in our services, introduce malware or deploy denial of service attacks; 

    9. If you comment on our content through our blogs, you agree to show respect to other users and to us. This means taking responsibility for your own words and comments, not saying anything online that you wouldn't say in person, and not treating others unfairly, including insulting them or otherwise attacking their opinions. We respect freedom of expression and diversity of opinion, and we expect the same from you when you use our Services. If you violate these rules, we may also delete your comments, at our sole discretion. 

    10. You agree that if you breach this section, or threaten to breach this section, we may restrict or suspend your access to the Services, and we will treat it as a material breach of these Terms of Service.  

  5. Service Level Agreement  

    1. ​Our Delivery Services are available Monday through Friday between 8 a.m. and 5 p.m. and Saturday between 10 a.m. and 3 p.m., excluding statutory holidays. Delivery is made in the time slot chosen by the customer. You agree and understand that some orders may take longer due to Product requirements or if our delivery personnel are unavailable. Custom Orders may take longer depending on the availability of the requested products at our specialty retailer. We provide regular delivery updates via email, phone or chat notifications. 

    2. You agree and understand that we do not guarantee these delivery times, and that we do our best to meet them. You agree and acknowledge that the availability of the Products and any other situation beyond our control, including a case of Force Majeure, may have an impact on our ability to deliver within these delivery times. 

    3. Custom Standard uses commercially reasonable efforts to monitor Delivery Services and contact Customer without undue delay if potential delays occur, and if necessary, Custom Standard will reschedule Delivery Services to meet Customer's needs.  

  6.  Intellectual Property 

    1. Our brands, logos, products and Services are our Intellectual Property. Unless otherwise permitted by law, please do not use or display our marks in any way without our prior consent. 

    2. Notwithstanding anything to the contrary, we are the sole owners of any suggestions, enhancement requests, recommendations or other feedback you provide to us, insofar as they relate to the Services, and you hereby assign to us, without limitation of any so, all of your right, title and interest therein, and we accept this assignment. 

    3. All title, ownership rights and intellectual property rights in and to the Services and all copies thereof are our property. All rights are reserved except as expressly provided otherwise in these Terms of Service. Content included in or made available through the Services belongs to us. No part of the Services may be reproduced in any form or by any means except as expressly permitted by these Terms of Service. The customer remains the sole and exclusive owner of all rights, titles and interests relating to his Intellectual Property. 

  7.  Support 

    1. We provide support on our website by email or telephone during our customer service hours, 9am to 5pm, Monday to Friday, excluding holidays. During these hours, if you send us a message, we will answer you as soon as possible according to the availability of our staff. 

  8.  Personal Information 

    1. We collect, use and disclose your Personal Information in accordance with our Privacy Policy. You can contact us at any time to exercise your rights. We do not sell your Personal Information or that of your End Users.  

  9.   Confidential Information 

    1. Confidential Information does not include information that the Receiving Party can demonstrate: (i) is readily available to the public in the same form through no fault of the Receiving Party; (ii) does not originate from the Disclosing Party and was lawfully obtained by the Receiving Party in the same form from an independent third party without any disclosure restrictions; or (iii) did not originate with the Disclosing Party and was in the possession of the Receiving Party in the same form prior to its disclosure to the Disclosing Party by the Disclosing Party. 

    2. The Receiving Party uses the Confidential Information of the Sending Party only to provide or receive the Services, or as reasonably necessary to conduct its business, and protects such Confidential Information with reasonable care and diligence. The Receiving Party shall take all steps reasonably necessary to ensure that the Disclosing Party's Confidential Information is not made available or disclosed by the Receiving Party, except (a) as needed or as authorized or reasonably inferred from these Terms of Service (b) when required by applicable law, including by valid court order, (b) with the prior written consent of the Disclosing Party; (c) if the disclosure is made to the Receiving Party's legal counsel, an auditor, or as reasonably required in the administration of a legal entity. The Receiving Party ensures that these third parties are subject to an adequate confidentiality agreement. 

    3. Upon termination of these Terms of Service for any reason, the Receiving Party shall promptly either return all Confidential Information in its possession to the Disclosing Party or destroy such Confidential Information, at the Disclosing Party's option. Notwithstanding the foregoing, the Receiving Party is permitted to retain copies as required to comply with applicable laws, for its business records, or as part of business continuity, in which case the Receiving Party shall maintain confidentiality and integrity of such Confidential Information while in the Receiving Party's custody and securely delete it as soon as reasonably possible.  

  10. Amendments 

    1. We reserve the right to make changes to the Services. We may modify our Services, for example by adding new features over time, in our sole, reasonably exercised discretion. Changes to the Services will not result in material non-compliance with these Terms of Service. 

    2. We may change our prices for the Services to reflect operational costs, legal requirements and Product costs. If we make such changes to pricing, you will be notified prior to placing an order, and you will be able to view such prices in our Services. We may modify these Terms of Service to reflect this new pricing. New pricing will not affect prior services (including old Order Forms), and you have no obligation to continue using our services if pricing changes. 

    3. We may make changes to these Terms of Service at our sole discretion. If we must unilaterally change these Terms of Service during the Contract Term, we will notify you in writing. If you use the Services after such notification, we will consider that you accept the modifications made to these Terms of Service.

  11. Representations and Warranties 

    1. Products. Custom Standard warrants and represents that the Products will be materially as described in the Services, and will be of reasonable quality for the intended uses in an industry standard construction project. The foregoing warranty is valid for a period of thirty (30) days from delivery of the Products by Custom Standard, and does not apply if (i) the Customer uses the Product improperly or unexpectedly; (ii) whether the breach of warranty is caused by Customer, a third party, or other materials; (iii) if the Customer is not diligent and does not handle the Products with care or (iv) if the Customer does not follow the manufacturers' instructions relating to the Products. In the event of a breach of these warranties, Custom Standard may, in its sole and reasonably exercised discretion, (x) refund you in full or reduce the purchase price of the affected Products; (y) replace the Affected Products or reimburse you for the cost of replacing the Affected Products; (z) repair the Products. The foregoing is Customer's sole remedy for breach of Section 10.1. 

    2. Services. Custom Standard warrants and represents that the Services will be performed in a professional, diligent and professional manner. In the event of any breach of this warranty, Custom Standard, at its sole discretion, will (a) refund you for Delivery Services or (b) provide you with credit for subsequent Delivery Services, and such remedies shall be Customer's sole remedy in breach of this warranty. 

    3. Customer. You hereby represent and warrant that (i) you will comply with all applicable laws when using the Services; (ii) you will not export, re-export, distribute or transfer the Services or any technical information related thereto, directly or indirectly, to any country for which the competent authorities require an export license, other governmental approval or letter of approval. insurance, without first obtaining such license, approval or letter, including, without limitation, any country on the Canada Zone Control List or subject to Canadian economic sanctions; and (iii) you will not export, re-export, distribute or transfer the Services or any technical information related thereto for any end use that is directly or indirectly related to the research, development or production of chemical, biological or nuclear weapons or any missile program for such weapons, or which otherwise disturbs international peace or is contrary to any restrictions on end uses provided by applicable laws; (iv) you are duly authorized to enter into these Terms of Service; (v) the financial information you provide is accurate and you are authorized to provide such financial information.  

  12. Disclaimer 

    1. You are solely responsible for determining the proper products for your construction project, their size, and determining the quantity and types of products required. We have no responsibility for your choices, or for the suitability of the Products for your construction project. 

    2. You agree that you must be present at the location and date selected for the Delivery Services in order to receive the products. If you are not present, you understand that Custom Standard may leave the Products unattended at the chosen location, and will have no liability in this respect, including for any subsequent loss or damage to the Products. 

    3. We do not warrant that the Services will be consistent, error-free or uninterrupted. We are not responsible for any delays or unavailability of the Services. Except as provided in these Terms of Service and subject to applicable law, we make no representations or warranties of any kind, express or implied, to you with respect to the Services, provided to you. "as is", "as is" and "as available", with all faults and without warranties of any kind and we hereby disclaim all warranties and conditions relating to the Services, whether express, implied or statutory, including but not limited to the implied warranties and or conditions of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, quiet enjoyment, and non-infringement of rights of third parties. No oral or written information or advice given by Custom Standard or its authorized representative shall create any warranty. 

  13. ​Indemnification 

    1. You agree to defend, indemnify and hold us harmless from and against any third party claim, demand, liability, damage, loss and expense, including without limitation reasonable attorneys' fees, arising out of or otherwise related to your or your End Users' violation of (i) these Terms of Service or applicable law, and (ii) gross negligence, willful misconduct, or fraud. We reserve the exclusive right, at your expense, to defend any such claim and assume control of any matter, subject to indemnification by you, in which event you shall cooperate with us in asserting all defenses available. If you defend us, you cannot reach an amicable settlement without our agreement, which indemnifies us and releases us from all liability. This approval should not be unreasonably withheld.  

  14. ​LIMITATION OF LIABILITY 

    1. Subject to applicable law, in no event shall either you or we be liable to the other party for lost profits or revenue or for indirect, special, incidental, consequential, or punitive damages, howsoever arising. the cause, whether in contract, tort, or some other theory of liability, and whether the party has advised of the possibility of such damages. 

    2. Subject to applicable law, our aggregate maximum liability to you or any End User for any breach of these Terms of Service or otherwise is one thousand dollars ($1000) in the aggregate. 

  15. Duration; termination 

    1. Duration. These Terms of Service are effective as of the Effective Date and remain in full force and effect for as long as you use our Services. 

    2. Dismissal for cause. Either party may terminate these Terms of Service for cause if the other party is in material breach of these Terms of Service and has not cured such breach within thirty (30) days of notice of material breach. . These Terms of Service terminate immediately upon notice if the other party becomes bankrupt or ceases business. 

    3. Dismissal without cause. You agree that we may terminate these Terms of Service, or portions thereof, by terminating some of our Services, upon ninety (90) days written notice. 

    4. Effects of Termination. Upon termination of these Terms of Service for any reason, you agree to cease using our Services. The foregoing does not apply to a partial termination of certain Services. All provisions which by their nature should survive the Term shall survive, including, without limitation, clauses relating to intellectual property, confidential information, disclaimers and limitations of liability. . 

    5. The application of articles 2125 and 2129 of the Civil Code of Quebec is expressly excluded.  

  16. ​Price; Payment Terms 

    1. Payment. You agree to pay us the fees described in the Order Form in consideration for providing the Services, including any taxes that we are required to collect under applicable laws or their administration. When you purchase the Services from our Website, Custom Standard will take a pre-authorization from your credit card. Once Delivery Services are completed for a Purchase Order, the full amount will be charged. You hereby authorize us to debit any fees shown on the Order Form or otherwise added by Custom Standard at your request to your Order Form, such as entry fees. You can only pay us through our Website. We do not accept any payment outside of our Website. 

    2. Payment providers. You agree that we use a third-party payment provider to process your payment for our Services. Our payment providers process your financial information in accordance with their privacy policies and perform fraud prevention and anti-money laundering checks for legal compliance purposes. You agree that in no event will we be responsible for the actions or inactions of third party payment processors, including but not limited to system downtime or payment service failures , unless such actions violate these Terms of Service. 

    3. Changes and Cancellations. Purchase Orders that are "as delivered" have been picked up from suppliers, paid for, loaded into the delivery van and en route for delivery, and cannot be canceled or changed. 

    4. Refunds. Subject to the following restrictions, you may return the Products within thirty (30) days of the date of delivery, in which case Custom Standard will reimburse you for the cost of the Products, subject to a fifteen percent (15%) withdrawal charge . You hereby authorize us to deduct such costs from your reimbursement and to make compensation accordingly. Subject to the foregoing, you agree that our Services are non-refundable and that we do not issue credit for the Services except as required by law. We will refund the product only if it is damage caused during delivery or during manufacture.  

  17. ​Applicable Laws and Jurisdiction 

    1. These Terms of Service, including their interpretation and effect, shall be governed by the laws applicable in Toronto, Ontario, Canada, without regard to its conflict of law provisions. The parties hereby agree to submit to the exclusive jurisdiction of the courts located in the judicial district of Montreal, Quebec. 

  18. ​Force Majeure 

    1. Custom Standard is not responsible for delays or failure in performance of this contract due to causes beyond its reasonable control, including but not limited to force majeure or public enemy, acts of government in its sovereign or contractual capacity, floods, earthquakes, epidemics, pandemics (including any consequence or additional situation resulting from the outbreak of the COVID-19 coronavirus) or any other natural disaster, strike or other labor disputes, acts of war, acts of civil disobedience, denial of service and distributed denial of service, ransom and other cyber attacks that are not caused or facilitated by negligence, unforeseen traffic and roadblocks , unavailability of Products and price increases due to retailers (“Force Majeure”). In the event of Force Majeure, Custom Standard will notify Customer in writing and use commercially reasonable efforts to provide the Services within forty-eight (48) hours. If Custom Standard cannot provide the Services within such time, Custom Standard agrees to cancel the Purchase Order and refund any prepaid charges, if any, and this shall be Custom Standard's sole liability for Force Majeure.  

  19. ​Export Control; Fight against corruption 

    1. Each party must comply with all applicable anti-corruption laws, including the Canadian Corruption of Foreign Public Officials Act and the United States U.S. Foreign Corrupt Practices Act of 1977, as amended ("Anti-Corruption Legislation"). None of the parties or their representatives is or has been the subject of any investigation or review by authorities regarding potential or actual violations of anti-corruption law. If a party has been the subject of any such inquiry or investigation, it represents and warrants that it has not been found guilty of a violation of applicable law and that no charges have been brought against such violation. part. Notwithstanding anything to the contrary, if either party takes any action that could violate Anti-Corruption Legislation, the other party may immediately terminate these Terms of Service. 

    2. These Terms of Service are subject to the export laws, statutes and regulations of Canada and the export laws, statutes, and regulations of other countries, including, but not limited to, the U.S. Department of Commerce Export Administration and all U.S. government administrative acts arising therefrom.  

  20. ​General Provisions 

    1. If any provision of these Terms of Service is found by a court of competent jurisdiction to be unlawful, unenforceable, or excessive, that provision will be modified and construed to best accomplish the purposes of the original provision to the fullest extent permitted. by law and the other provisions of these Terms of Service will remain in full force and effect. No modification, amendment, or waiver of any provision of these Terms of Service shall be effective unless agreed to in writing. 

    2. The parties are independent contractors. Neither party is considered an employee, agent, partner, or legal representative of the other for any purpose, and neither party has the right, power, or authority to create any obligation or responsibility on behalf of the other. 

    3. We may assign, sublicense, or transfer our rights or obligations hereunder, in which case we will notify you in writing. You may not assign, transfer, delegate or sublicense your rights or obligations hereunder (whether by operation of law or otherwise) without our prior written consent, which shall not be unreasonably withheld. Any unauthorized assignment, transfer, delegation, or sublicense shall be deemed null and void. 

    4. These Terms of Service constitute the final, complete, and exclusive agreement between the parties with respect to the subject matter hereof, and supersede any prior or contemporaneous agreements, including any representations, documents or advertisements.  

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