Terms of Sales

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 that apply to customers for purchases from Walls Republic Inc (hereinafter referred to as “Walls Republic ”) and the Walls Republic entity named on the invoice that will be provided to you (“Customer”) on orders for products sold. Customer agrees to be bound by and accepts this Agreement as applicable to Customer’s purchase of product(s) from Walls Republic, and/or the Walls Republic Internet Website hereinafter named the “Site.” As a condition of sale, Customer agrees to be bound by and accepts these terms and conditions. These terms and conditions apply (i) unless Customer has signed a separate formal purchase Agreement with Walls Republic , in which case the separate Agreement shall govern; or (ii) unless other Walls Republic standard terms apply to the transaction as noted herein or elsewhere. These terms and conditions are subject to change without prior written notice at any time, in Walls Republic’s sole discretion.

YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF SALE IS INCLUDED IN YOUR ACCEPTANCE OF THE TERMS AND USE OF THIS WEBSITE.

1. ORDER ACCEPTANCE POLICY

Customer’s receipt of an electronic or other form of order confirmation does not signify Walls Republic’s acceptance of Customer’s order, nor does it constitute confirmation of Walls Republic’s offer to sell. All orders are accepted in Ontario, Canada. Walls Republic reserves the right at any time after receipt of Customer’s order to accept or decline Customer’s order for reasonable cause including but not limited to lack of availability of products, failure by Customer to satisfy payment terms, and/or breach by Customer of this Agreement. If payment has been remitted for the purchase and Walls Republic cancels Customer’s order, Walls Republic shall forthwith issue a refund equal to the amount remitted for the unaccepted or cancelled order.

2. PAYMENT TERMS

Terms of payment are within Walls Republic’s sole discretion and unless otherwise agreed to by Walls Republic, payment must be received or otherwise authorized or secured in a form approved by Walls Republic prior to Walls Republic’s acceptance of an order. Payment for the products will be made by approved credit card, wire transfer, electronic funds transfer or some other prearranged payment method agreed to by Walls Republic. Invoices are due and payable by the payment date(s) specified through electronic (including but not limited to e-mail), facsimile (fax) and/or verbal confirmation between Walls Republic and the customer. Walls Republic may invoice parts of an order separately. Orders are not binding upon Walls Republic until accepted by Walls Republic (see Order Acceptance Policy). Any quotations given by Walls Republic will be valid for the period stated on the quotation. Walls Republic reserves the right to adjust or cancel quotations as required.

3. SHIPPING

Customer is responsible for all costs related to shipping product to the location specified by Customer. It is Customer’s responsibility to provide contact information that allows the shipper to contact Customer when shipment is made. Shipping rates are for standard pick-up and delivery only. Additional storage and/or shipping charges and other warehouse charges may apply if Customer can not be contacted, or is not available, to receive product; or if product is redirected upon Customer’s request. If a shipping rate is quoted at an incorrect rate due to typographical error or error in pricing information received from Walls Republic’s suppliers, Walls Republic shall have the right to refuse, adjust, or cancel any orders placed whether or not the order has been confirmed or whether or not payment has been remitted. Customer is responsible for inspecting freight for shortages or signs of damage upon receipt of goods. All freight, loss, and damage claims must be filed with Walls Republic within twenty one ( 21 ) days from the date the shipment was delivered. (see 8. “Limitations on Damages” or email: info@WallsRepublic.com). Walls Republic shall not be liable for special or consequential damages or for any damages arising out of or caused by: (1) Delay, (2) Acts of God or the public enemy, (3) The Authority of the law, (4) Strikes, riots or quarantine, (5) The inherent nature or vice of the goods transported. In the unlikely case that goods are damaged, Walls Republic will arrange to either re-ship product (at the company’s expense) or provide to the customer a compensation credit for the value of the goods damaged.

4. TAXES

Customer is responsible for all sales, use, excise, value-added and other charges associated with the order, however designated, including any duties, clearance charges or other destination charges. If applicable, a separate charge for such items will be shown on Walls Republic’s invoice.

5. TITLE; RISK OF LOSS

Title to product passes from Walls Republic to Customer upon completion of shipment of product to Customer by Walls Republic, unless otherwise stated in terms of purchase (e.g. Letter of Credit). Loss or damage to products that occurs during shipping by a carrier selected by Walls Republic is Walls Republic’s responsibility.

6. WARRANTIES

All warranties set out are Manufacturer-specific warranties only. The limited warranty applicable to each product sold by Walls Republic is set out under the heading “Warranty” located on the Walls Republic Site where each product is described. Such limited warranty applies to each sale by Walls Republic of that respective product. Walls Republic makes no express warranties except those stated in this agreement and in Walls Republic’s applicable warranty statement in effect on the date of the invoice. Any such warranties will be effective, and Walls Republic will be obligated to honour any such warranties, only upon Walls Republic’s receipt of payment in full for the item to be warranted. Before returning any item, Customer must contact Walls Republic’s Claims Department 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. Customer must ensure that all returns are received by the manufacturer/supplier within twenty one (21) days of obtaining the WA number. All shipping arrangements for returns or exchanges must be processed through Walls Republic’s Logistics Department. Customer is 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. Walls Republic may require a short written explanation and a photograph or digital image of the defective product. In some cases an on-site inspection of the product will be required. Walls Republic’s Claims Department will advise Customer of the details specific to the warranty claim.

7. DISCLAIMER

THE WARRANTIES SET OUT IN THIS AGREEMENT ARE MANUFACTURER-SPECIFIC WARRANTIES FOR THE PRODUCT(S). WALLS REPUBLIC EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, GUARANTEES OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WALLS REPUBLIC ALSO DISCLAIMS ANY IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE. WALLS REPUBLIC DOES NOT WARRANT THAT THE PRODUCT(S) WILL BE ERROR-FREE, OR WARRANT THAT EACH DEFECT WILL BE CORRECTED. WALLS REPUBLIC DOES NOT WARRANT THAT ALL PRODUCTS COMPLY WITH SPECIFIC GEOGRAPHICAL COMPLIANCE OR REGULATORY RESTRICTIONS. IT IS CUSTOMER’S RESPONSIBILITY TO ENSURE THAT USE OF PRODUCTS PURCHASED COMPLIES WITH LOCAL JURISDICTION CODES AND WITH ALL REGIONAL, NATIONAL AND INTERNATIONAL LAWS AND REGULATIONS.

8. LIMITATION ON DAMAGES

WALLS REPUBLIC DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN. WALLS REPUBLIC WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF REVENUE OR OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF THEY WERE FORESEEABLE OR IF WALLS REPUBLIC WAS ADVISED OF THE POTENTIAL OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES, WALLS REPUBLIC IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE(S) UNDER THIS AGREEMENT. THIS LIMITATION WILL APPLY REGARDLESS OF THE FORM OF ACTION (I.E. WHETHER THE LAWSUIT IS IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE).

9. 21-DAY MONEY BACK GUARANTEE

We are committed to quality products and your satisfaction is 100% guaranteed.

If for any reason you are not completely satisfied with your purchase, you may return it within 21 days of receipt and receive a free replacement or full refund for the price of product. Shipping charges will not be refunded.

If your order should arrive in less than satisfactory condition, we offer a convenient Photo Return option. Simply take a digital photo of the item and one of the shipping container it arrived in, attach them to an email and send to info@wallsrepublic.com . Please include in the body of the email your order number, the shipping ID or item number, a brief description of the reason for the return and let us know whether you are seeking a replacement or a refund. Your request will be processed within 2 business days and you will receive an email letting you know your replacement is under production or your refund is being processed.

The product must be returned in its entirety and in the same condition as when it arrived at the original destination and must not have been installed, removed and then returned. This guarantee applies to all regular Walls Republic products only and does not apply to clearance items, custom made and special orders. We strongly encourage you to return your item via a trackable method.

10. CURRENCY

All references to monetary amounts, including prices, on the WALLS REPUBLIC Website (the “Site”) and in this Agreement shall be in U.S. currency.

11. GOVERNING LAW

This Agreement and any sales thereunder shall be governed by the laws of ONTARIO and the federal laws of Canada applicable therein, without regard to conflict of laws rules. Walls Republic and Customer exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement. The Site (excluding linked Web sites) is controlled by Walls Republic from its offices within the Province of Ontario, Canada. The Site can be accessed from all provinces and territories of Canada, 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 Ontario, by accessing the Site, the user agrees that all matters relating to access to, or use of, the Site, or any other hyperlinked Web site, shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The user also agrees and hereby submits to the exclusive personal jurisdiction and venue of the courts of the Province of Ontario and acknowledges that the user does so voluntarily and is responsible for complying with local laws.

12. 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. 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. The Arbitrator shall determine who shall bear the costs of arbitration pursuant to this section 12.

13. OTHER DOCUMENTS

Other than as specifically provided in any separate formal purchase Agreement between Customer and Walls Republic, these terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document 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 written Agreement signed by both Customer and Walls Republic.

14. TERMS OF USE

Your access to, and use of the Site is governed by Walls Republic’s Terms of Use. By using this Site, you signify your acceptance without modification of these Terms of Use. The Terms of Use are subject to change without prior notice at any time, in Walls Republic’s sole discretion so you should frequently review the Terms of Use and applicable policies from time to time to understand the terms and conditions that apply to your use of the Site. In the event of any inconsistency between this Agreement and the Terms of Use, the terms of this Agreement shall prevail.

15. 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