All sales made by TGS (“Seller”) to you (“Customer”) are governed by these Terms and Conditions of Sale unless otherwise indicated by TGS in writing. Please read these Terms and Conditions thoroughly before submitting an application for wholesale pricing. The Seller reserves the right to amend or modify these Terms and Conditions of sale at any time at its sole discretion. These Terms and Conditions of Sale as set forth in this document will govern all transactions between Customer and Seller. These Terms and Conditions of Sale also apply to all future transactions unless modified in writing signed by Seller and Customer. Please note, if you are an affiliate, you cannot be a wholesaler and we reserve the right to not credit you for that order.

Distribution Grant

Seller hereby grants to Customer and Customer hereby accepts from Seller the non-exclusive right to distribute TGS products subject to all terms and conditions set forth in this Agreement.

Original Order Minimum

The minimum original order is $1,000.00 CAD (after discount), and must be paid to the Seller by the customer by INTERAC e-Transfer, cheque or wire transfer. Orders will generally be shipped within 3-5 days of placing the order. If more lead time is needed, Customer will be notified within 2 days. If you are an affiliate, you will NOT get credited for this order.

Reorder Minimum

The minimum re-order amount is $1,000.00 CAD. Terms may be extended by the Seller to the Customer for reorders as outlined below. For credit card purchases, 100% of the purchase price will be billed at the time the goods are ready to be shipped. If you are an affiliate, you will NOT get credited for this order.

Payments

Seller accepts INTERAC e-Transfer, cheque and wire transfers. COD payments are not accepted. If you are an affiliate, you will NOT get credited for this order.

Shipping

Orders will be shipped by the Seller via Canada Post (Xpresspost). Alternatively, orders may be shipped by any method arranged for by the Customer. TGS will try to accommodate all rush orders. Most small orders (up to 500 units) are shipped within 2 business days after order and payment are received. Special orders and backorders will require additional time and can be estimated at the customer’s request on a case by case basis. Actual shipping time is contingent upon availability of merchandise and credit verification. Orders (more than 500 units) are shipped from our factory in Richmond Hill Canada. Seller will not be responsible for shipping delays caused by a carrier.

Notice of Defects

Customer is responsible for inspecting the merchandise upon receipt. Any merchandise with visible damage must be noted to the delivery service upon receipt in the Customer’s warehouse. Customer shall notify Seller in writing within 5 days of customer’s receipt of the merchandise of any claims for damages resulting from any defect in the merchandise discovered by Customer, including, without limitation, claims related to shortages, quality, or specification. Seller shall not be responsible for shortages when shipments are directed to a third party other than Customer.

Acceptance of Late or Defective Merchandise

Customer’s failure to provide written notice of a claim, as set forth in these Terms and Conditions of Sale, shall constitute a waiver of any claim Customer may have for damages resulting from such defects, including late delivery.

Obtaining Return Authorization

We provide full refunds up to $5000 CAD for all unopened products within 90 days of purchasing.

For fastest return authorization, please contact us directly at [email protected]. You will receive a Return Authorization Form which should be completed and e-mailed back. Customer will receive a credit posted to their account for any such return once it is received and checked in by Seller’s warehouse. Please allow 5 to 7 days for credit posting.

Changes to Pricing & Products

Prices are subject to change from month to month. Occasionally, there will be holiday sales to get rid of old stock. We reserve the right to provide occassional discounts throughout the year. We will notify all partners prior to implementing discounts. All merchandise will be shipped at the prices in effect at the time of shipping. The Seller reserves the right, at its sole discretion, to change packaging and any included documentation. All orders are subject to availability.

Confidentiality

Wholesale prices and price lists of the Seller’s products is confidential, and for the use of the Customer only. Publishing or revealing the wholesale pricing of the Seller’s product line outside of the business of the Customer is strictly forbidden without prior written consent from the Seller. Failure to preserve the Seller’s confidentiality in its wholesale pricing will result in the immediate and permanent termination of wholesale status of the Customer. The Seller reserves the right to seek compensation for any loss or damages that would result from any breach of confidentiality.

Disclaimer of Warranties

Seller cannot guarantee variances in color or shade of product or packaging. Seller hereby disclaims all express and implied warranties, including, without limitation, implies warranties of merchantability and fitness for particular purpose. All such warranties are hereby disclaimed and excluded from any and all transactions between Customer and Seller and shall not apply to products sold by Seller.

Limitation of Liability

Customer acknowledges that the Seller shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, or other intangible losses (even if Seller has been advised of the possibility of such damages), or personal injuries or death resulting from use or sale of the Sellers merchandise.

No Liability for Outside Vendors

Seller shall not be liable for any work performed by any third party vendor referred by Seller and hereby waives any right to assert any claim against Seller for work performed by any other third party or vendor, including but not limited to claims for negligent referral, agency, or respondent superior.

Force Majeure

Neither Buyer nor Seller shall be liable to the other for delays in performance of its obligation here under caused by acts of God, war (declared or undeclared), government regulation, terrorism, disaster, strikes, civil disorder, curtailment of transportation facilities, or similar occurrence beyond the party’s control, making it impossible, illegal, or commercially impracticable for one or both parties to perform its obligations under these Terms and Conditions of Sale, in whole or in part.

Jurisdiction/Governing Law

Seller is headquartered in Toronto, Ontario, Canada. These terms and conditions of sale shall be governed by and interpreted under the provincial laws of Ontario (without regard to its conflicts of laws principles) and the federal laws of Canada. If any provision of these Terms and Conditions of Sale is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Use, which shall remain in full force and effect. Customer expressly agrees that exclusive jurisdiction for any dispute with Seller, or in any way relating to these Terms and Conditions of Sale, resides in the courts of the province of Ontario and you further agree and expressly submit to the personal and exclusive jurisdiction of the courts of the province of Ontario in connection with any such dispute including any claim involving the merchandise or Seller or its affiliates, subsidiaries, employees, contractors, officers, and directors.

Use of Materials

All materials published on the TGS website, packaging and promotional materials (including but not limited to articles, photographs, images, illustrations, audio clips and video clips) are protected by copyrights which are owned and controlled by TGS or the party credited as the provider of the material. The entire contents of these documents are also copyrighted as a collective work under the Canadian copyright laws, and the selection, coordination, arrangement and enhancement of such content are protected by copyright. No material from this website or any website owned, operated, licensed, or controlled by TGS, product packaging, or other promotional documentation may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way unless approved by us. You acknowledge that you do not acquire any ownership rights by downloading, printing or reproducing and copyrighted material. The use of any such material on any other website or networked computer environment is prohibited unless approved by us. All trademarks, service marks, and trade names are proprietary to TGS or the other designated owner of a posted mark.

Miscellaneous

These terms and conditions of sale constitute the entire agreement between Seller and Customer, superseding any prior agreements between Customer and Seller. The failure of Seller to exercise or enforce any right or provision of these terms and conditions of sale shall not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these terms and conditions of sale must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these terms and conditions of sale are for convenience only and have no legal or contractual effect.

Samples

TGS will accommodate free sample requests for interested businesses. Free samples will be sent to potential wholesale accounts at the sole discretion of TGS. Sample recipient must prove they are a legitimate business prior to shipment of samples. Due to fluctuations in inventory, certain sample items may be substituted at the sole discretion of TGS.