These terms and conditions are incorporated into all contracts for the supply of goods and services ("Goods") by LexisNexis Canada Inc. ("LN").
Where there is a separate written agreement, which has been signed by an authorized representative of the LN, the terms of that agreement will prevail over these terms and conditions.
Goods supplied may differ in non-material respects from those advertised in the LN's catalogue or other promotional material.
These terms and conditions will be interpreted in accordance with the Laws of the Province of Ontario, Canada.
1.1 Subject to section 3 below, the price payable for Goods shall be the total price specified in the LNs current price list or catalogue, less any discounts agreed in advance in writing by the LN and plus the applicable cost of packaging, postage and delivery (Delivery Charges). Prices and Delivery Charges are subject to change without notice.
1.2 The price payable for updating material for printed encyclopedic and loose-leaf publications, where these are not covered by the terms of PIA Subscription (as defined in Section 3.1 below), shall be the price advised by the LN at the time of publication.
1.3 All prices are subject to applicable taxes at the applicable rate.
2. Payment Terms
2.1 Unless otherwise agreed in writing by the LN all invoices are payable within thirty (30) days of invoice, in the currency of the invoice, drawn on a bank based in Canada or by such other method as is agreed in advance by the LN. All prices are subject to change without notice.
2.2 Failure to pay all amounts due by the due date may result in: a) withholding of further supplies including supplies in respect of which the customer has already made payment in full; and/or b) charging of interest on amounts outstanding. Amounts which are not paid when due are subject to a late payment charge at a rate equal to 15% per annum (or, if less, the maximum rate permitted under applicable law).
2.3 LN may set and vary credit limits from time to time and withhold all further supplies if the customer exceeds such credit limit.
2.4 Online and CD products are supplied additionally subject to the license terms and conditions contained in the product. You are required to accept these license terms and conditions before first using the product. If you do not agree to these terms and conditions, or to any changes to them made during the period of the subscription, you may cancel that subscription immediately. Use of the product is implied acceptance of the terms and conditions.
3.1 Pay In Advance ("PIA") Subscriptions. a) PIA Subscriptions commence on the date specified on the LN's Invoice ("Commencement Date") and continue until terminated by either party. b) The price for the first year of any PIA subscription is the LN's list price at the date of the order. The price for subsequent years is the LN's list price at the anniversary of the Commencement Date c) The LN will inform the customer by invoice before each anniversary of the Commencement Date of the price payable for the next 12 months and, where the PIA Subscription relates to a CD or online product, of any change to the terms and conditions applicable to that product d) Subscription services billed and paid for are not refundable.
3.2 Pay As You Go ("PAYG") Subscriptions. a) Updates to printed encyclopedic and loose-leaf services which are not subject to a PIA Subscription will be invoiced upon publication.
3.3 Pay As You Go ("PAYG") Standing Order. a) Customers who opt to purchase specific products via standing order will continue to receive these products future editions, until countermanded, and will be invoiced for these when received. b) For products that are updated by supplements between editions, when purchasing the main work customers will be automatically sent the updating supplement on publication. c) Purchasers will be placed on standing order to receive future editions automatically, and are subject to returns policy as defined below.
3.4 Supplements. For products that are updated by supplements between editions, when purchasing the main work customers will be automatically sent the updating supplement on publication and will be invoiced for these when received.
3.5 Access to and use of the Digital Library services are not governed by these terms. Please refer to your subscription agreement for Digital Library and the underlying Publication Services Terms.
4.1 Orders for printed and CD products are accepted by the LN subject to availability of stock and may be delivered in two or more instalments. The LN has no liability for any loss of trade or profit to the customer as a result of delay in delivery or delivery of incorrect or faulty goods.
4.2 Delivery will be made to the address specified on the order by the customer or its agent, or to a carrier designated by the customer, or to other such addresses as are notified to the LN from time to time.
4.3 Risk in goods passes to the customer on delivery. Title to goods other than updates supplied under PIA Subscriptions will pass to the customer on payment in full. Title in updates supplied under PIA Subscriptions will pass on delivery.
4.4 Time is not of the essence for delivery of Goods and the LN's liability for incorrect delivery or failure to deliver is limited to the replacement of Goods.
4.5 Shipping and handling charges are applicable to all products and will be added to the purchase price at checkout. Orders which specify "Express", "Courier" or other means of special delivery will be subject to additional charges.
4.6 Claims for damage or partial delivery or non-receipt of purchase must be received by LexisNexis Canada within sixty (60) days of the date of the statement on which the invoice covering such a purchase is first shown. No credit will be given more than 60 days after the invoice date for shipments within Canada.
Returns of printed Goods other than Goods supplied under PIA Subscriptions will be accepted for credit provided they are received at the LN's warehouse within thirty (30) days of the date of invoice, and are accompanied by a copy of the returns note/invoice. Refunds will be given only where the goods returned are in a condition fit for resale and there are no other amounts outstanding and due on the customer's credit account with the LN. All returned materials must be received in undamaged and resalable condition at the Reseller’s cost. LN will not pay for return shipping.
All eBooks, CDs, downloadable content, and software purchases are non-cancellable, nonrefundable and nonreturnable. Additionally, notwithstanding anything to the contrary, any items marked or identified at the time of sale as non-returnable, final sale, or the like, regardless of format, media, or type of purchaser (e.g., non-Reseller or Reseller), are non-cancellable, nonrefundable and nonreturnable.
6. LNs Liability
The LNs liability to the customer for negligence, breach of contract and statutory duty is limited to the cost of replacing the goods ordered. It is not intended that any contract between the LN and the customer for the supply of goods should be enforceable by any third party.
Any waiver by the LN of any of these terms and conditions shall be limited to the particular instance and shall not operate or be deemed to operate as a future waiver of that or any other term.
7. Data Protection
Notices sent by the customer must be sent by prepaid post to the LN's Customer Services Department at the address on the most recently delivered invoice. Such notices must state the customer's name and (where applicable) account number. Notices sent by the LN will be sent to the customer's last known address.