For the purpose of this document, Loonie Times Inc. (referred to as the “Company”) outlines the general terms and conditions of sale below. Unless otherwise agreed to in writing by the Company, the Commercial Terms of Sale apply to direct commercial purchasers, including Small, Medium, and Large Businesses, as well as Government and Public Sector customers, who purchase the Company’s products and services. By placing an order, you acknowledge and agree to be bound by the Commercial Terms of Sale outlined below.
Your Relationship with the Company: This Agreement governs the sale of Products by Loonie Times Inc., the provision of Services, and your use of the mascot or plush items. It constitutes a binding agreement between you, the customer (“you” or “Customer”), and the Company (“Agreement”). “Company” refers to Loonie Times Inc., its suppliers, licensors, or the entity named in your order confirmation, invoice, or other purchase documents. Unless otherwise specified in a separate agreement, the term “Customer” also includes any of your affiliates that place an order with the Company, and “Loonie Times Inc.” includes any Company affiliates involved in fulfilling such an order. All purchases of Products or Services under this Agreement are intended solely for the Customer’s internal use and not for resale.
Definitions:
- “Products” refers to complete mascots, mascot parts, mascot costumes, mascot suits, mascot heads, accessories, plush items, or any other products related to the purchase of mascots, as well as any other products provided under this Agreement.
- “Services” encompasses all services provided by the Company, as outlined in one or more Service Agreements.
- “Deliverables” refers to both tangible and intangible materials created by the Company or its suppliers, licensors, or subcontractors during the provision of Services. These include illustrations, drawings, concepts, ideas, manuals, procedures, and recommendations.
- “Materials” includes all content and items associated with or part of the Products, Services, or Deliverables. This can include text, graphics, logos, button icons, images, audio clips, data, photographs, charts, videos, typefaces, music, sounds, finished mascot products and accessories, plush items, gift products, and more.
Additional Agreements:
This Agreement, along with the Service Agreements (as defined below), constitutes a legally binding contract between you and the Company concerning the purchase and use of Products and Services. In the event of a conflict between these agreements, the terms of the documents will be interpreted in the following order of precedence: (1) this Agreement, and (2) the Quote.
Terms of Payment
Quotes:
Your order is subject to acceptance or cancellation at the Company’s sole discretion. Payment terms are also at the Company’s discretion, and unless otherwise agreed upon, a deposit must be received before the Company accepts an order.
Ordering:
Each accepted order will be considered a separate Agreement, independent of any other orders. Payments for Products and Services must be made via credit card, check, wire transfer, electronic funds transfer, or another prearranged method at the time of the order, unless credit terms have been agreed upon. Credit card payments will incur an additional processing fee as applicable at the time. Payments for Products and Services should be made to the account specified by the Company, which may change from time to time. Timely payment is critical, and it is the Customer’s responsibility to ensure payments are authorized and approved to meet the due date. The Company is not responsible for ensuring such authorization or approval.
Interest:
The Company reserves the right to charge a late fee of 2% per month (24% per annum) or the maximum rate allowed by law, whichever is lower. Late fees will be recalculated every 30 days based on the outstanding balance. If a mascot is stored past the ship date, a monthly storage fee will apply, charged at the beginning of each month. Full rates will apply for the entire month, even if the mascot is shipped mid-month, with no prorated refunds. Additionally, without waiving any other rights or remedies, the Company has the right to suspend or terminate any Services and refuse further orders until all overdue amounts are paid. The Company will not be liable for any suspension or termination of services or refusal of further orders. If Products are stored at the Company’s premises and payment is not received, the Company reserves the right to withhold the product for events or other uses until all outstanding payments, including late fees, are settled. The Company also reserves the right to seek collection of overdue amounts, including referral to third-party collectors, as well as all reasonable legal fees and costs associated with such collection.
Invoices:
Customers must place all orders in the country where the Products and Services are to be delivered, and payment must be made in the currency indicated in the Company’s invoice. Additional charges may apply if the Customer requests services outside of normal hours or beyond the standard service coverage, such as customized invoicing, consolidated invoicing, or statements. The Company reserves the right to modify the method of documentation delivery, and any further changes requested by the Customer may incur additional charges.
Except in cases where full upfront payment was required before the Company accepted the order, invoices are due and payable as outlined in this Agreement, within the time frame specified on your invoice. If no such time frame is noted, the payment is due within 30 days from the invoice date, subject to continued credit approval by the Company, which may be revoked at any time without notice. The Company may issue separate invoices for parts of an order or for the purchase of Products. The Customer agrees that all invoices will be considered accurate unless the Customer notifies the Company in writing of a bona fide material error within fourteen (14) days from the invoice date.
If the Customer identifies a material error, (i) payment for any amounts that are corrected or modified by the Company in writing will be due within fourteen (14) days of such correction, and (ii) all other amounts must be paid by the Customer by the original invoice due date. If the Customer withholds payment on the grounds that an invoiced amount is erroneous, and the Company later determines the invoice to be accurate, the Customer shall be responsible for paying interest on the overdue amounts, as specified above, from the original due date until the Company receives full payment.
Under no circumstances shall the Customer have the right to offset, defer, or deduct any invoiced amounts that the Company determines are accurate, following the notification process described above. The Company will issue a later invoice if additional government duties, taxes, customs charges, or inspection fees are assigned to the Company. The responsibility for paying such charges will lie with the Customer.
Shipping Charges;
Risk of Loss:
Unless specifically stated at the time of sale, Product prices do not include taxes, environmental disposal surcharges, or shipping and handling fees. Title to the Products transfers from the Company to the Customer upon shipment. If a carrier selected by the Company is used for shipping, any loss or damage that occurs during transit is the responsibility of the shipping company. If a carrier selected by the Customer is used, the Customer assumes responsibility for any loss or damage during shipping. Shipping and delivery dates are provided as estimates only.
You must notify the Company within 3 days of the shipment date or acknowledgment if you believe any part of your order is missing, incorrect, or damaged. Failure to notify the Company within this timeframe may limit our ability to take corrective action to address the issue, and the Company will not be held liable for any loss.
Clients are recommended to take shipping insurance to cover for loss of package or damage. Insurance can be purchased via the shipping company of via Loonie Times. All claims will have to be filled by the recipient or company placing the order. Loonie Times can assist in limited capacity to provide information required for filing the claim but will not do the paper work or follow up for the claims process. Additional charges will apply for supporting the claims application of a case-by-case basis and on prior approval of the customer.
Taxes:
If the Customer qualifies for tax exemptions, the Company requests that the Customer provide a valid certificate of exemption or other appropriate documentation to support the exemption. The charges specified in the order or invoice do not include any duties, levies, or similar charges, nor do they include GST, PST, HST, or other VAT or equivalent sales or use tax (collectively referred to as “VAT”). Unless otherwise stated in writing by the Company, the Customer is responsible for paying all freight, insurance, and taxes (including, but not limited to, import/export duties, sales, use, value-added, and excise taxes). No taxes are charged to US clients, but it is the client’s responsibility to pay any applicable local taxes.
Prices:
The prices for Products and Services purchased under this Agreement will be the amounts listed on the Company’s website, in any relevant quotation, or as indicated in the applicable invoice or Service Agreement for those Products or Services. The quoted prices are valid only until the expiration date of the quote or the Company’s acceptance of the order and may be subject to changes due to factors such as material shortages, increased manufacturing costs, currency fluctuations, or other circumstances. As a standard practice, the Company quotes Canadian clients in CAD, and international clients in USD.
Changed or Discontinued Products or Services:
The Company follows a policy of continuous updates and revisions. As such, the Company may revise or discontinue its Products or Services at any time, without prior notice to the Customer. A change in a Product or Service may occur after the Customer places an order but before the Company ships the Product or performs the Service. Consequently, the Products or Services the Customer receives may differ slightly from those originally ordered. However, Company-branded Products will always meet or exceed the material specifications outlined in the order. Parts used in the repair or creation of Products may be new, equivalent-to-new, or reconditioned.
Refunds, Returns, and Exchanges:
As the Products are custom-made, no refunds, returns, or exchanges are permitted for Products or Services.
Proprietary Rights:
All rights, titles, and interests in the intellectual property (including all copyrights, patents, trademarks, trade secrets, and trade dress) embedded in the Products and Materials, as well as the methods and processes by which the Services are provided, shall be owned exclusively by the Company or its applicable suppliers or licensors. The Customer shall have no rights in any of the above, except as specifically granted under this Agreement. The Products and Materials are protected under copyright laws, international copyright treaties, and other intellectual property laws and treaties. The Customer may not modify, remove, delete, augment, add to, publish, transmit, adapt, translate, transfer, sell, create derivative works from, or in any way exploit any part of the Products or Materials.
Privacy:
For details regarding the Company’s privacy practices, please refer to the Company’s privacy policies at www.loonietimes.com/Privacy. These policies outline how the Company handles your personal information and ensures the protection of your privacy.
Limited Warranty:
The Company provides a one-year warranty from the date of purchase against defects in its Products. Any defects will be corrected, with the exceptions noted below. Except as explicitly mentioned in the preceding sentences, the Company (including its affiliates, contractors, agents, and their respective employees, directors, and officers) and its suppliers (collectively, the “Company Parties”) make no express or implied warranties or conditions regarding any Products or Services, including but not limited to any warranty or condition. Shipping costs for warranty repairs are not covered. The warranty does not apply in the following two situations:
- Due to the delicate nature of the fabrics used in the production of the costumes, the Company is not responsible for any damage resulting from normal wear and tear, or from improper packing, storage, or use.
- The warranty does not cover damage caused by external factors such as accidents, shipping damage, abuse, misuse, or failure to clean the Product according to the instructions provided, which are also available on our website.
Limitation of Liability:
The Company shall not be held liable for any incidental, indirect, punitive, special, or consequential damages arising from or related to the Products or Services, including but not limited to damages resulting from performer error, weather conditions, excessive use, unsafe performance conditions, or defective or unclean mascot parts. It is the responsibility of the Customer to ensure that the mascot is in a wearable and safe condition for the performer. These limitations, exclusions, and disclaimers will apply to all damage claims, regardless of whether they are based on contract, warranty, strict liability, negligence, tort, or other legal grounds. Both parties agree that these limitations on liability represent an allocation of risk that forms part of the consideration for the Company’s sale of Products or Services to the Customer. These limitations will remain in effect even if the essential purpose of any limited remedy fails, and regardless of whether a party has been notified of the possibility of such liabilities.
Indemnification:
The Company agrees to defend and indemnify you against any third-party claim or action alleging that the Products, Services, or Deliverables prepared or produced by the Company and delivered under this Agreement infringe upon or misappropriate the third party’s Canadian or U.S. patent, copyright, trade secret, or other intellectual property rights (“Indemnified Claims”). If the Company receives prompt notice of an Indemnified Claim that, in its reasonable judgment, may result in an adverse ruling, the Company shall, at its discretion, (1) secure the right for you to continue using the Products or Deliverables, or allow the Company to continue performing the Services; (2) modify the Products, Services, or Deliverables to avoid infringement; (3) replace the Products, Services, or Deliverables with a non-infringing equivalent; or (4) refund any prepaid fees for Services not performed or offer a reasonable prorated or depreciated refund for the infringing Product, Deliverables, or Service. However, the Company is not obligated under this section for any claim arising from (1) modifications to the Products, Services, or Deliverables that were not made by or on behalf of the Company; or (2) the Company’s adherence to your written specifications or directions, including the use of materials or processes you provided or requested.
You agree to defend and indemnify the Company against any third-party claim or action arising from (1) your failure to secure any necessary licenses, intellectual property rights, regulatory approvals, or certifications for any Product or components you provided or directed to be integrated into the Products or Deliverables; (2) your breach of the Company’s proprietary rights as outlined in this Agreement; (3) any inaccurate representation regarding a copyright license or allegations against the Company arising from your violation, or alleged violation, of applicable copyright laws; or (4) your provision of (or access to) Excluded Data to the Company.
Both parties agree to defend and indemnify each other against any third-party claim or action for personal injury, including death, caused by the indemnifying party’s gross negligence or willful misconduct during the performance of their obligations under this Agreement.
Independent Contractor Relationship; Assignment; Subcontracting:
The parties involved are independent contractors. Nothing in this Agreement shall be interpreted to create an association, trust, partnership, joint venture, or any other legal relationship between the Company and the Customer, nor shall it impose any trust, partnership, or fiduciary duty, obligation, or liability on either party. Neither party has the right, power, or authority to act on behalf of or create any obligation, either express or implied, for the other party, except as explicitly outlined in this Agreement.
The Company reserves the right to assign, subcontract, or delegate this Agreement, or any associated rights, duties, obligations, or liabilities, in whole or in part, by operation of law or otherwise, while remaining responsible for the performance of Services as stipulated in this Agreement. Except as stated above, neither party may assign this Agreement without the prior written consent of the other party.
Force Majeure:
Neither party shall be held liable for failing to fulfill any of its obligations (except for payment obligations) under this Agreement if such failure is caused by circumstances beyond its reasonable control, including but not limited to fire, flood, war, embargo, strike, riot, or intervention by any government authority (a “Force Majeure”). In such cases, the affected party must promptly notify the other party in writing about the Force Majeure event. The affected party’s performance will be excused for the duration of the Force Majeure. However, if the Force Majeure event persists for more than 30 days, the other party may immediately terminate this Agreement or the relevant Service Agreement, in whole or in part, by providing written notice to the affected party.
Compliance:
You acknowledge that the Products and Services provided under this Agreement, which may include but are not limited to products, services, licenses, copyrighted illustrations, mascot drawings, and technology, are subject to the customs and export control laws and regulations of Canada and the United States (“U.S.”). These may be rendered or performed in Canada, the U.S., other countries outside Canada and the U.S., or in locations outside the country where you or your system are located. Additionally, these may be subject to the customs and export laws and regulations of the country in which the Products or Services are provided or received. You agree to comply with these laws and regulations.
You further represent that any image, illustration, or product provided to Company for development is owned by you, the customer, and that you have full authority to use and act on behalf of the design or product. If you cannot make this representation, you agree to provide Company with all necessary information to obtain licenses from the Canadian government, U.S. government, or any other relevant national authority and to assist Company in obtaining such licenses.
Notwithstanding the above, you are solely responsible for securing any required licenses related to the use of the Products or Services. Company will not be held liable for any delays or failure to deliver Products or Services due to your failure to obtain the required license or certification. Each party agrees to indemnify, defend, and hold the other harmless from any third-party claims, demands, or causes of action resulting from the indemnifying party’s violation or alleged violation of applicable export laws, regulations, or orders.
Entire Agreement and Severability:
This Agreement constitutes the complete and exclusive understanding between you and Company regarding its subject matter, replacing all prior oral and written communications, understandings, or agreements. Any preprinted terms on your purchase order will have no effect, and any terms in a purchase order that conflict with this Agreement will not be binding on Company. No amendment or modification to this Agreement, in whole or in part, will be valid or enforceable unless made in writing and signed by authorized representatives of both parties.
If any provision of this Agreement is determined to be void or unenforceable, that provision will be removed or modified to the extent necessary to comply with applicable law, while the remainder of the Agreement will remain in full effect and continue to be binding.
Updates:
Company reserves the right to update this Agreement at any time, with the updated version becoming effective upon posting at www.loonietimes.com/terms. However, your rights and obligations will be governed by the version of this Agreement that you agreed to at the time of your purchase of Products or Services.
Governing Law:
This Agreement, any related Service Agreement, and any claim, dispute, or controversy (whether in contract, tort, or otherwise, including statutory, consumer protection, common law, intentional tort, and equitable claims) between Customer and Company, including its affiliates, contractors, agents, employees, directors, and officers, arising from or related to this Agreement, its interpretation, breach, termination, or validity, or any related relationships (including those with third parties not signatories to this Agreement), as well as any advertising or related purchase (a “Dispute”), shall be governed by the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflicts of law. The parties agree that the UN Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
Venue:
The parties agree that any dispute shall be exclusively resolved in the provincial or federal courts located in Toronto, Ontario. Both Customer and Company consent to the personal jurisdiction of these courts in Ontario and waive any objections to the jurisdiction or venue in these courts.
No Class Actions:
Neither Customer nor Company shall be entitled to join or consolidate claims with those of other customers or pursue any claims as part of a representative or class action.
Limitation Period:
Neither party shall be held liable for any claim brought more than one (1) year after the cause of action for that claim first arose.
Notices:
Any notice to Company under this Agreement or any related Service Agreement must be in writing and sent via postage-prepaid first-class mail or receipted courier service to the address provided below or to any other address (including fax or email) specified in writing. Such notices will be considered effective upon receipt.
