Terms and Conditions

These standard terms and conditions prepared by Saponetti Inc. (“Saponetti”) are an integral part of the agreement for Customer Products (as defined below) purchased by you (the “Customer”) on our eCommerce website at https://saponetti.ca (the “Site”).

1. Composition of the contract

The “Agreement” between the Customer and Saponetti will consist of:

1.1 The email from Saponetti to the Customer setting out the following information:

1. The date the Customer placed the order;
2. The Customer’s order number;
3. The shipping address for the order and billing address for the Customer;
4. The products ordered by the Customer (“Customer Products”);
5. The pricing information for the Customer Products and the total amount owing for the order; and (“Email Order Confirmation”)

1.2. These Online Orders Standard Terms and Conditions.

The items identified in sections 1.1 and 1.2 above shall constitute a single contract governing the relationship between Saponetti and the Customer.

​2. Products

2.1. Representations or Warranties: Saponetti hereby represents and warrants that the Customer Products that it delivers will substantially conform to the description of the Customer Products set out on its Site and in the Email Order Confirmation. Otherwise, Saponetti makes no representations and warrants about products on the Site and makes those products available for sale on an “as is, where is” basis without recourse to, or liability from, Saponetti in any manner or circumstance. Saponetti has relied entirely on its suppliers for all information on the Site about the product, which it has reproduced on a best commercial efforts basis. Saponetti’s obligations under the Agreement are subject to any provisions contained in the access license and terms of use found on the Site.

2.2. Title and Risk. The Customer hereby acknowledges that all right, title and ownership in the Customer Products vests in and remains with Saponetti until Saponetti delivers the Customer Products to the Customer. Similarly, for so long as Saponetti holds title to the Customer Products, Saponetti also bears the risk of loss should the Customer Products be damaged or otherwise rendered unusable prior to delivery. Both title to the Customer Products and risk of loss will transfer to the Customer once the Customer Products are delivered to the location set out in the Email Order Confirmation.

2.3. Delivery Location. Saponetti will deliver the Customer Products to the delivery locations supplied by the Customer shown in the Email Order Confirmation. The Customer acknowledges that Saponetti is relying entirely on this information without any further investigation or inquiry.

2.4. Delivery Due Date. Saponetti will use its best commercial efforts to deliver the Customer Products by the delivery. due date identified in the Email Order Confirmation. The Customer acknowledges that the due date represents Saponetti’s best guess for delivery based on past practices and it could be delayed due to circumstances beyond Saponetti’s controls.

2.5. Delivery Costs. Saponetti will deliver the Customer Products at the sole cost and expense of the Customer. Sapponetti has disclosed the delivery costs to the Customer on its Site prior to placing the order and has confirmed those costs in the Email Order Confirmation. Saponetti may pay the delivery costs and collect those expenses back from the Customer when processing the Customer’s order.

3. Payment of fees

3.1. Fees. The fees and charges for the Customer Products are set out on the Site prior to ordering and are confirmed in the Email Order Confirmation. Except as otherwise set out in the Email Order Confirmation, all amounts payable pursuant to the terms of the Agreement shall be in Canadian Currency (CAD).

3.2. Payment Processing. This Agreement is conditionally, entirely for the benefit of Saponetti, on Saponetti successfully processing the Customer’s credit card or arranging for some other form of electronic payment prior to Saponetti delivering the Customer Products. In the event that Saponetti does not receive payment in full prior to delivery, Saponetti reserves the right to cancel this Agreement on immediate written notice to the Customer.

4. Site maintenance and downtime

The Customer hereby acknowledges that, from time to time at any time, the Site may be down, or otherwise unavailable. Saponetti hereby reserves the right to take down the Site for any reason (including on-going scheduled maintenance) without notice to the Customer. Saponetti will not be liable to the Customer for anything (including losses, costs, fees or expenses) in connection with the Site going down.

5. Liability limitations

5.1. Liability Limitations – Actual Damages. Saponetti’s liability under this Agreement shall be strictly limited to the lesser of:

1. the total amount payable by the Customer for the Customer Products set out in the Email Order Confirmation; and
2. any limitations set out in Saponetti’s access license and terms of use set out on the Site. Additionally, any liability under this Agreement shall be strictly limited to actual damages suffered.

IN NO EVENT SHALL ANY PARTY’S LIABILITY UNDER THIS AGREEMENT INCLUDE ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.

5.2. Survival. The obligations in this Article 5 (Liability Limitations) shall survive indefinitely and shall not cease or expire even if the Customer returns the Customer Products to Saponetti for an exchange or full refund.

6. Refunds and exchanges

6.1. Cancellation of Order by Saponetti. Saponetti reserves the right to cancel the Customer’s order for the Customer Products at any time prior to delivery on immediate written notice. In such circumstances, Saponetti shall refund the Customer’s payment in full and this Agreement shall be terminated without liability to either party.

6.2. Cancellation of Order by Customer. Save and except as set out in a written cancellation, refund or exchange policy set out on the Site, the Customer may not cancel their order and terminate this Agreement. In the event that no policy is set out on the Site, then the Customer is not entitled to cancel their order under any circumstances.

7. Governing law

7.1. This Agreement shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. All disputes, controversies, claims arising out of, or in connection with, or in relation to this Agreement, including any question regarding its validity, existence, or termination shall be submitted to and subject to the jurisdiction of the courts of the Province of Ontario (including the Supreme Court of Canada) which shall have exclusive jurisdiction in the event of any dispute hereunder. The parties hereby irrevocably submit and attorn to the exclusive jurisdiction of such courts to finally adjudicate and determine any suit, action, or proceeding, arising out of or in connection with this Agreement.

8. General

8.1. Personal Information. In the course of processing the order and fulfilling the terms of this Agreement, there is a possibility that Saponetti will collect, use and disclose personal information as defined in its privacy policy created under the Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”) and posted on the Site. The Customer will review that privacy policy and, unless it notifies Saponetti otherwise in writing, be deemed to consent to Saponetti collecting, using and disclosing personal information for the purposes set out in that policy.

8.2. Force Majeure. Notwithstanding anything in this Agreement, the parties acknowledge that a party may, for bona fide reasons, be delayed or hindered in or prevented from performing of any term, covenant or act required hereunder for reasons that are not the fault of the party delayed or are otherwise beyond the party’s control. Such circumstances include: power failures; inability to procure materials or services; blizzards, ice-storms and inclement weather; restrictive governmental laws or regulations; or other acts of God. The party delayed will be entitled to perform that term, covenant or act within the appropriate time period after the expiration of the period of delay. In the event that the period of delay does not expire within a reasonable time, the term, covenant or act will deemed frustrated and the party shall be indefinitely excused from performance.

8.3. Interpretation. This Agreement constitutes the entire codification of the parties’ agreement concerning the Customer Products, and it is agreed that there are no representations, warranties, collateral agreements or conditions affecting this Agreement other than as expressed herein in writing (such as, by way of example, Saponetti’s privacy policy or its Site access license and terms of use). Once in force, the parties hereto agree that they will diligently do all things and execute such further assurances as required to give effect to the terms hereof. This Agreement shall enure to the benefit of any legal personal representatives and successors as applicable. In the event that any one or more term(s) contained herein is declared unenforceable or invalid for any reason, said term(s) shall be severed from the remainder of the Agreement. Time shall be of essence in connection with any obligation contained in this Agreement. The failure of any party to insist upon the strict performance of an obligation hereunder shall not be a waiver of such party’s right to demand strict performance in the future. All waivers shall be in writing. And any reference to “days” herein shall mean calendar days, and not business days, unless expressly set out to the contrary.

8.4. Amendments. This Agreement may not be amended or modified except by written agreement signed by all the parties hereto.

8.5. Assignment. This Agreement may be assigned by Saponetti at any time on prior written notice to the Customer. However, the Customer may not assign this Agreement without the prior written consent of Saponetti, which consent may be withheld without reason or explanation.

8.6. Honest Performance. Each party to this Agreement agrees to perform their obligations herein honestly. A party shall not mislead or misrepresent to any other person any matter in connection with this Agreement including the terms herein or any aspect of performance hereunder.

8.7. Notice. Notices under this Agreement must be in writing and will be sufficiently given if sent by personal service, courier, electronic mail or other electronic transmission that is capable of being tracked from the sender to the recipient. For clarity, where the recipient sends a electronic message replying to the notice from the sender, notice shall be deemed sufficiently given. For clarity, notice by REGULAR MAIL IS NOT PERMISSIBLE. The Customer may send Saponetti a notice at the contact information on the Site. Saponetti may send the Customer a notice at the contact information found in the Email Order Confirmation.