Terms And Conditions
 


A Division of JAM Industries Ltd.

TERMS AND CONDITIONS OF SALE

THESE TERMS AND CONDITIONS OF SALE (THE “TERMS AND CONDITIONS”) ARE A LEGAL AGREEMENT BETWEEN THE PERSON ACCESSING THE DEALER ONLY SECURED AREA OF THESE WEB SITES (THE “DEALER SITE”) AT http://www.coastmusic.com, http://b2b.coastmusic.com, http://www.coastmusiconline.com (“YOU”, “YOUR” OR "DEALER") AND COAST MUSIC, A DIVISION OF JAM INDUSTRIES LIMITED (“CM”, “WE,” “OUR” OR “US”) CONCERNING EACH PURCHASE OF PRODUCTS FROM CM.

BY PRESSING THE “ACCEPT” BUTTON BELOW YOU ARE DEEMED TO HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS AND AGREE TO BE BOUND BY THEM AND BY ANY POLICIES AND PROCEDURES THAT CM MAY POST FROM TIME TO TIME CONCERNING THE PURCHASE AND DELIVERY OF PRODUCTS.

IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, OR ANY PART OF THEM, YOU MAY NOT USE THE DEALER SITE TO PURCHASE ANY OF THE PRODUCTS AVAILABLE ON THE DEALER SITE.



1. Web Site Terms Apply.

The Terms of Use are deemed incorporated into these Terms and Conditions and form a part hereof and Dealer agrees to be bound by the Terms of Use. Anything in the Terms of Use contrary to or inconsistent with these Terms and Conditions is superceded by these Terms and Conditions.

2. Entire Agreement.

These Terms and Conditions constitute the entire agreement between you and CM relating to your purchase of Products from CM and you agree that any and all previous agreements or understandings, terms and conditions of sale and prior course of conduct, whether oral or written are expressly superceded by these Terms and Conditions. Each time Dealer purchases Products through the Dealer Site it shall be deemed to be a separate transaction of purchase and sale that is subject to these Terms and Conditions. No supplement, modification or amendment to these Terms and Conditions proposed by you shall be binding on CM unless agreed to by CM in writing. Dealer expressly agrees that no additional term or condition included in any Dealer purchase order or other document issued by Dealer concerning the purchase of Products that is not agreed to in writing by CM shall bind CM.

3. Products.

“Products” shall mean any products identified on the Dealer Site available for purchase by Dealer.

4.Pricing and Taxes.

Pricing listed on this Dealer Site is applicable only to you and prices are subject to change by CM at any time without notice. "Suggested retail" prices referred to on this Dealer Site are mere suggestions only. You are under no obligation to accept these suggestions. All pricing isexclusive of and you agree to pay or reimburse CM for all applicable taxes and duties, including, without limitation, sales tax, goods and services tax, withholding taxes and all other like or similar taxes and duties that are or may be imposed in connection with the charges applicable to the sale and delivery of Products, warranty services or other additional products or services in any connection with these Terms and Conditions.

5. Product Orders.

Subject to these Terms and Conditions, Dealer may order Products. Orders are subject to the following conditions:

(a)Minimum shipments are $100.00. Any orders placed that are less than $100.00 will be accepted and processed for payment but may be held from shipping until additional orders are received and the minimum threshold has been achieved.
(b) Once an order has been placed and confirmed such order shall constitute a legally binding agreement and obligation of Dealer to purchase and Dealer may not cancel the order or return any delivered Products, subject to Section 11.

6. Payment.

If Dealer is approved for credit by CM (as determined by CM in its sole discretion), CM shall invoice Dealer upon acceptance of Dealer order. Dealer agrees to pay such invoiced amounts within thirty (30) calendar days of its receipt of the invoice. CM will discount the invoice 2% if payment is received within twenty five (25) days of the date of the invoice. If Dealer does not qualify for credit (as determined by CM in its sole discretion), payment shall be made by credit card payment. Any amounts due by Dealer hereunder which remain unpaid on their due date shall bear interest from the due date to the date of payment at the rate of two percent (2%) per annum (being 24% per annum).

In the event that Dealer fails to remit payment of any amounts due hereunder within sixty (60) calendar days of their due date, such failure shall be deemed to be a material breach of these Terms and Conditions and in addition to any other remedies available to CM, CM shall be entitled, without liability to Dealer, to suspend the performance of all obligations hereunder (including its warranty obligations) and/or the processing of any further orders until Dealer has paid all outstanding amounts (any applicable interest) in full.

7. Dealer Registration Information.

Dealer agrees that all Dealer registration and billing information and other information provided by Dealer to CM may be used and disclosed by CM to the extent required by CM in order to process and fulfil Dealer Product orders. Dealer agrees to promptly notify CM of any change to Dealer's address, electronic mail address and/or billing information. CM is not responsible for the shipment of any Product or the sending of any notices or invoices issued under these Terms and Conditions to Dealer at contact information that is incorrect or out of date due to Dealer's failure to provide CM with reasonable notice of applicable changes.

8.Shipping and Delivery.

(a) Delivery charges are applicable, see rate schedule.
(b) Shipping method, unless previously arranged, will be at the discretion of CM.

9.Risk of Loss.

All Products are thoroughly examined by CM prior to leaving its warehouse. CM shall not be responsible for any Products lost or damaged in transit. Dealer shall bear, and be solely liable and responsible for all risk of loss to all Products from any cause from the time of shipment from CM's warehouse (and, for certainty, including any return shipment of replacement or repaired Products). All claims of loss or damage to Products must be issued directly to the applicable transport carrier except in the case of UPS and CANPAR. UPS and CANPAR claims must be reported to CM.

10.Notification of Damage.

Dealer agrees to inspect all Products of which it receives delivery hereunder immediately upon receipt (including by opening all cartons and shipping materials, as reasonably necessary to inspect). Any noticeable damage to any such Product / Product carton must be immediately reported to CM (in any event within twenty-four (24) hours of receipt).

11.Product Returns.

All Product returns are subject to the following terms and conditions:

(a) Prior to returning any Product, Dealer must obtain a 'return authorization number' from Dealer's authorized sales representative or contacting CM customer service.

(b) All returns must be pre-paid by Dealer. No returned Products will be accepted on a "freight collect" basis. Reasonable ground freight charges will be refunded by CM if the reason for the returned Product is due to a defective Product that is eligible for repair or replacement or refund under the applicable warranty and/or these Terms and Conditions.

(c) All returns must include:

(i) A brief note explaining in reasonable detail the reason for the return. If the return is due to a Product defect the explanation should be as specific as possible as to the nature of the defect so as to assist CM process your return as expeditiously as possible (vague statements that simply state a Product is "defective" is not sufficient);
(ii) The original CM invoice number or the order number generated on the Dealer Site at the time of ordering;
(iii) THE RETURN AUTHORIZATION NUMBER MUST APPEAR ON EACH CARTON RETURNED TO CM.

(d) Products returned within thirty (30) calendar days of original receipt by Dealer are eligible for a full refund or credit less shipping charges. Products that Dealer has maintained in its possession for thirty (30) calendar days or more are not eligible for return for credit or refund.

(e) All returned Products must be in perfect saleable condition to be eligible for return and refund / credit. Eligible returned Products shall be subject to a re-stocking charge of $ twenty five percent (25%) of the original selling price.

(f) Defective Products eligible for warranty coverage will be repaired or exchanged as per particular Product warranty. CM shall be responsible to pay all shipping charges (ground freight) applicable to the return of either the repaired or replacement Product to Dealer's location only.

(g) All Products returned for refund must be returned in their original packaging. All Products returned for warranty service must be returned either in their original packaging or similar packaging offering an equal degree of protection.

(h) Product to be returned to the location specified by CM at the time the Product return authorization is provided to Dealer.

12.Password Protection.

Access to the Dealer Site is by way of user name and confidential password that has been provided by CM to Dealer for the sole and exclusive use of Dealer's authorized personnel. You agree to keep the user name and password that has been assigned to you by CM strictly confidential and that you are solely responsible for any unauthorized use of the Dealer Site and purchases of Products made with your own username and password whether such use and purchases have been made with your knowledge or not, and that you have an obligation to notify us immediately if you know or suspect that your username or password has been compromised.

13.Confidential Terms / Internet Communications.

Terms and Conditions

Except as and to the extent required by law, Dealer will keep confidential the terms and conditions of these Terms and Conditions, including all Product pricing made available to Dealer.

Confidentiality (Internet and E-mail)

Confidentiality and security of information over the Internet is not possible at this time. CM cannot ensure the privacy and authenticity of any information or instructions you send to us or that we send to you over the Internet. CM will not be responsible for any damages you may incur if you communicate confidential information to us over the Internet or if we communicate such information to you at your request.

14.Product Warranties.

Most (but not all) Products carry a one (1) year warranty against defects in materials and workmanship. Some exceptions include, without limitation, drumsticks, guitar strings, picks, harmonicas and reeds. Dealer agrees, as a condition of these Terms and Conditions, CM’s sole and exclusive obligation and Dealer's sole and exclusive remedy in the event of any Product defects in materials and workmanship or otherwise is to return the applicable Products for refund, in accordance wit the terms hereof. DEALER EXPRESSLY ACKNOWLEDGES AND AGREES THAT CM MAKES NO AND, EXCEPT FOR THE LIMITED WARRANTIES PROVIDED HEREIN, THERE ARE NO REPRESENTATIONS, COVENANTS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, PROVIDED HEREUNDER, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE
EXPRESSLY DENIED AND DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. DEALER CONFIRMS THAT IT HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, CONDITION OR PROMISE MADE BY CM OR ITS REPRESENTATIVES WHICH HAS NOT BEEN EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

15.Obtaining Warranty Service And Conditions.

Prior to returning any Product to CM in respect of a warranty claim Dealer must FIRST review the terms and conditions of the warranty supplied with the Product. Dealer is solely responsible for the costs and expenses associated with any Product return, including shipping and transportation costs, in respect of any Products returned for warranty services that are ineligible under the terms of the applicable warranty.

16. No Indirect Damages.

CM SHALL NOT BE LIABLE TO DEALER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES FOR ANY KIND OR NATURE WHATSOEVER (INCLUDING WITH RESPECT TO LOSS OF REVENUE OR PROFITS OR BUSINESS INTERRUPTION OR ANY OTHER ECONOMIC LOSS) SUFFERED BY DEALER HOWSOEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR CM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Limitation of Liability.

CM’S TOTAL LIABILITY AND OBLIGATION TO DEALER, IN THE AGGREGATE FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN ANY CONNECTION WITH THE PURCHASE AND SALE OF PRODUCTS, WITH RESPECT TO ANY EXPENSE, DAMAGE, LOSS, INJURY OR LIABILITY OR ANY KIND OR NATURE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT, TORT, NEGLIGENCE, BY STATUTE OR OTHERWISE) SHALL NOT EXCEED THE LESSER OF $1000.00 AND THE PURCHASE PRICE PAID BY DEALER FOR THE PRODUCTS TO WHICH SUCH CLAIM(S) RELATE.

18. No Third Party Beneficiaries.

Dealer agrees that it is the only person entitled to enforce this Agreement with CM or to claim damages against, or other relief from, CM with respect to these Terms and Conditions. Without limiting the foregoing, Dealer agrees that it shall not grant any person the right to claim from CM damages or other losses suffered by such person even where such other person is a beneficiary, directly or indirectly, of any of the rights or products granted or provided under Terms and Conditions.

19. Indemnity.

Dealer agrees to indemnify and hold harmless CM, its affiliates, divisions, officers, employees, agents, successors and assigns, and each and all of them, from and against from any and all claims, losses, deficiencies, damages, liabilities, suits, actions, judgments, settlements, costs and expenses and related reasonable attorney’s fees (“Losses”) suffered or incurred by any of the foregoing indemnified parties and arising out of or resulting from or otherwise connected to (a) the acts or omissions of Dealer in relation to or otherwise concerning the purchase, re-sale and distribution and servicing of Products in any connection with these Terms and Conditions and (b) the use of the Dealer Site by Dealer or any person using Dealer’s user name and password.

20. Governing Law and Jurisdiction.

This Dealer Site is administered by CM from its offices in Canada. The Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Québec, without regard to the conflicts of laws principals thereof. You acknowledge and agree that the purchase and sale of Products through your use of the Dealer Site and all of the communications, transmissions and transactions associated with the Dealer Site shall be deemed to have occurred in the Province of Québec and you and CM each hereby irrevocably submit and attorn to the non-exclusive jurisdiction of the courts of the Province of Québec as the proper and most convenient forum for any dispute arising out of or relating to your use of the Dealer Site and these Terms and Conditions.

21. Severability.

If, in any jurisdiction, any of these Terms and Conditions are held to be unenforceable by a court of competent jurisdiction, such Terms and Conditions shall be restricted or eliminated to the minimum extent necessary and the remaining Terms and Conditions shall otherwise remain in full force and effect.

22. Assignment.

These Terms and Conditions may be assigned in whole or in part by CM at any time in its discretion. These Terms and Conditions may not be assigned by Dealer.

23. Electronic Documents.

These Terms and Conditions in electronic document form, and all other electronic documents referred to or incorporated herein, will be: (a) deemed for all purposes to be a "writing" or "in writing," and to comply with all applicable statutory, contractual, and other legal requirements for a writing; and (b) legally enforceable as a signed writing as against the parties subject to the electronic documents. A printed version of the Terms and Conditions and any notice given in electronic form shall be admissible in judicial proceedings or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

24. Offers to Purchase / Termination of Access.

Presentment of Products on this Dealer Site shall not constitute an irrevocable offer to sell and CM retains the sole discretion to accept or reject any orders made through the Dealer Site by Dealer at any time and for any reason. Previous purchases of Products shall not constitute CM's agreement to continue to sell further Products to Dealer. CM reserves the right to suspend, limit, restrict or terminate Dealer's access to the Dealer Site (or to change your user name and password) at any time and for any reason in its sole discretion. Any limitation on or termination by CM of Dealer's access to the Dealer Site will be without prejudice to its other rights and remedies as may be available to CM. The disclaimers, limitations on liability and all interpretative provisions shall survive any termination of these Terms and Conditions. Upon any termination or expiration of these Terms and Conditions, or upon the request of CM at any time, you agree to cease accessing and using the Dealer Site and destroy your user name and password.

25. Revisions To Terms And Conditions / Waiver.

CM reserves the right to modify these Terms and Conditions at any time by posting amended Terms and Conditions on the Dealer Site. The first time you purchase Products on the Dealer Site after the Terms and Conditions have been amended you will be provided with notice that they have been changed and you will be required to indicate your agreement to such amendments. It is your responsibility to review these Terms and Conditions each time you purchase Products. No waiver of any of these Terms and Conditions shall be deemed a further or continuing waiver of such Term or Condition or any other Term or Condition. All waivers by CM must be in writing and signed by an authorized representative of CM.

26. Force Majeure.

If, by reason of Force Majeure, CM is delayed or unable, in whole or in part, to perform or comply with any of its obligations under these Terms and Conditions, then it shall be relieved of liability and shall suffer no prejudice for failing to perform to the extent that the inability was caused by Force Majeure. In the event of a Force Majeure, CM shall use commercially reasonable efforts to remedy the situation and remove the cause of its inability to perform. “Force Majeure” means any event beyond the reasonable control of CM, including an event of: fire, flood, earthquake, element of nature or act of God; third party failures or delays; Internet and/or telecommunications disruptions or failures; acts of war, terrorism, rebellions or revolutions in Canada; riots, civil disorders or disobedience; acts of vandalism or other unlawful acts; or any other similar events.

27. English Language.

English shall be the language of these Terms and Conditions, and all contents, information and communication in connection with the Dealer Site, and the parties waive any right to use and rely upon any other language or translations. Il est la volonté expresse des parties que ces termes et conditions de vente et tous les documents, informations et communications qui s'y rapportent soient rédigés en langue anglaise, exception faite des documents pour lesquels la loi exige l'usage exclusif du français.

28. Communications and Notices.

Dealer hereby authorizes CM to deliver any and all communications, including but not limited to Product, pricing, invoicing, and payment information to Dealer’s electronic mail address or mailing address (that in each case was specified by Dealer during the registration process on the Dealer Site) at CM's discretion and by any means including at CM's discretion, electronic mail. All electronic communication shall be deemed to have been received on the date sent (or the next business day if sent after business hours) unless CM receives notification of a delivery failure.

Dealer hereby agrees to these Terms and Conditions and to be bound thereby.