Terms and Conditions for the Sale of Goods
1. Applicability.
(a) These terms and conditions of sale (these "Terms") are the only terms which govern the sale of the goods ("Goods") by the Seller named on the reverse side of these Terms ("Seller") to ("Buyer"). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.
(b) The accompanying confirmation of sale (the "Sales Confirmation") and these Terms (collectively, this "Agreement") form the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer has submitted their purchase order or such terms. Fulfilment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms.
2. Delivery.
(a) The Goods will be delivered within a reasonable time after Seller receives Buyer’s purchase order, subject to availability of finished Goods. Seller will not be liable for any delays, loss, or damage in transit except to the extent required by applicable law or expressly stated otherwise in writing.
(b) Unless otherwise agreed in writing, Seller shall deliver the Goods to the address provided by Buyer using Seller’s standard packaging and shipping methods. Buyer shall be responsible for ensuring that the shipping address provided at checkout is complete and accurate. Buyer shall take delivery of the Goods within forty-eight (48) hours after Seller’s written notice that the Goods have been delivered to the shipping address. If the delivery location requires special access, Buyer shall ensure that reasonable arrangements are made to permit delivery.
(c) Buyer must retain all original packaging and, as a condition of any claim relating to damage or loss in transit, provide Seller with a continuous, unedited video recording of the unboxing within forty-eight (48) hours after delivery. The video must clearly show the shipping label, exterior packaging, interior packaging, and the condition of the Goods upon opening. Any claim not supported by such video evidence may not be considered.
(d) Seller may, in its sole discretion, without liability or penalty, ship the Goods in separate packages or shipments if reasonably necessary. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfilment of Buyer's purchase order.
(e) If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller's notice that the Goods have been delivered at the Delivery Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations:
(i) risk of loss to the Goods shall pass to Buyer;
(ii) the Goods shall be deemed to have been delivered; and
(iii) Seller, at its discretion, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
3. Non-Delivery.
(a) The quantity of any instalment of Goods as recorded by Seller on dispatch from Seller's place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.
(b) Seller shall not be liable for any non-delivery of Goods (even if caused by Seller's negligence) unless Buyer gives written notice to Seller of the non-delivery within seven (7) days of the date when the Goods would in the ordinary course of events have been received.
(c) Any liability of Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.
(d) Buyer acknowledges and agrees that the remedies set forth in Section 3 are Buyer's exclusive remedies for the delivery of Non-Conforming Goods. Except as provided under Section 3(c), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.
4. Shipping Terms.
(a) Delivery will be made to the shipping address provided by Buyer (Delivery Point). Buyer is responsible for providing a valid and complete shipping address at checkout. Seller does not recommend shipping to a P.O. box, as larger or irregularly sized items may not be deliverable to that type of address.
(b) Each piece is made or printed to order, so processing times may vary. Most print orders ship within 5–10 business days, but custom or larger items, including commissioned artworks, some canvas prints, and original paintings, may take longer. If there is a delay, we will keep Buyer updated. Delivery times after shipment depend on the destination and may also be affected by postal delays or customs processing.
(c) Once the order ships, shipping confirmation and, where available, tracking information will be provided by us or our printing and fulfillment partners.
(d) Shipping rates are calculated at checkout based on the shipping address, destination country, and applicable shipping zone. For international orders, Buyer is responsible for any customs duties, import taxes, brokerage fees, or similar charges assessed by the destination country unless those charges are prepaid at checkout or expressly included in the purchase price.
(e) Buyer is responsible for ensuring the shipping address is correct. Seller is not responsible for delays or lost packages caused by an incorrect or incomplete address.
(f) Seller may update this Shipping Policy from time to time by posting the revised version on this page. Changes will apply to orders placed after the updated version is posted.
5. Title and Risk of Loss.
Title and risk of loss of the Goods, including originals, prints, and commissioned artwork, passes to Buyer upon delivery at the Delivery Point. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Manitoba Personal Property Security Act.
6. Copyright.
The artist retains copyright and all intellectual property rights in the work unless a separate, written copyright assignment is signed. Any reproduction, adaptation, broadcast, or commercial exploitation of the work requires the Artist’s prior written consent and may require a license fee. Seller retains moral rights under Canadian copyright law. Buyer shall not falsely attribute or modify the work in a way that prejudices Seller’s honour or reputation.
7. Amendments and Modifications.
These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.
8. Inspection and Rejection of Non-Conforming Goods.
(a) Buyer shall inspect the Goods within 7 days receipt ("Inspection Period"). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Non-Conforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. "Non-Conforming Goods" means only the following:
(i) product shipped is different than identified in Buyer's purchase order; or
(ii) product's label or packaging incorrectly identifies its contents.
(iii) the product exhibits a material manufacturing or printing defect such that it does not reasonably match the description, digital file, or sample provided by Seller.
(b) If Buyer timely notifies Seller of any Non-Conforming Goods, Seller shall, in its sole discretion,
(i) replace such Non-Conforming Goods with conforming Goods, or
(ii) credit or refund the Price for such Non-Conforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith.
Buyer shall ship, at its expense and risk of loss, the Non-Conforming Goods to Seller. If Seller exercises its option to replace Non-Conforming Goods, Seller shall, after receiving Buyer's shipment of Non-Conforming Goods, ship to Buyer, at Buyer's expense and risk of loss, the replaced Goods to the Delivery Point.
(c) Buyer acknowledges and agrees that the remedies set forth in Section 8(b) are Buyer's exclusive remedies for the delivery of Non-Conforming Goods. Except as provided under Section 8(b), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.
(d) In the case of Goods fulfilled by a third‑party print‑on‑demand provider, Seller may coordinate directly with such provider to have a replacement order shipped to Buyer. Seller may require Buyer to submit clear photographic evidence of the defect and to retain all packaging materials during the investigation.
9. Price.
(a) Buyer shall purchase the Goods from Seller at the price[s] (the "Price[s]") set forth in Seller's published price list in force as of the date of Buyer's purchase order.
(b) All Prices are exclusive of all harmonized sales tax, goods and services tax, provincial sales tax, value added tax, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personnel or real or personal property or other assets.
10. Refund Policy
(a) The refund policy posted on the Website is incorporated into and forms part of this Agreement. In the event of any inconsistency between this Agreement and the refund policy, these Terms of Sale will prevail unless the refund policy expressly states otherwise.
11. Payment Terms.
(a) Payment for all Goods (including originals, prints, and merchandise) is due in full at checkout. Orders are not accepted and will not be processed or shipped until full payment has been successfully received.
(b) Accepted payment methods are credit and debit card, processed in Canadian dollars through the payment processor integrated with the Website. If payment cannot be processed, the order will not be confirmed, and no Goods will be reserved or shipped.
(c) Notwithstanding Section 10(a) and Section 10(b), deposits for commission work are due at the time of order placement. Deposits for commission work are non-refundable once work begins. If Buyer cancels the commission, Buyer will be responsible for any reasonable out-of-pocket expenses incurred up to the date of cancellation that exceed the deposit. Full payment is due before commissioned artwork is shipped. Seller will confirm completion of the commissioned artwork by providing Buyer with photographs and video of the completed work.
12. Limited Warranty.
SELLER MAKES NO CONDITION OR WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY CONDITION OR WARRANTY OF MERCHANTABILITY WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
13. Limitation of Liability.
(a) In no event shall Seller be liable for any consequential, indirect, incidental, special, exemplary, or punitive damages, lost profits or revenues or diminution in value, arising out of or relating to any breach of these terms, whether or not the possibility of such damages has been disclosed in advance by buyer or could have been reasonably foreseen by buyer, regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
(b) In no event shall Seller's aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed one (1) time the total of the amounts paid to Seller for the goods sold hereunder or one-thousand two-hundred dollars $1200, whichever is less].
(c) The limitation of liability set forth in Section 12(b) shall not apply to
(i) liability resulting from Seller's gross negligence or willful misconduct; and
(ii) death or bodily injury resulting from Seller's acts or omissions.
14. Insurance.
Unless otherwise stated in writing, Buyer is responsible for any shipping insurance requested for the Goods. If Buyer requests shipping insurance, the cost of that insurance will be added to Buyer’s invoice or charged at checkout. If no insurance is requested, the Goods will be shipped without additional insurance to the extent permitted by the carrier.
15. Compliance with Law.
Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.
16. Termination.
In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer:
(a) fails to pay any amount when due under this Agreement;
(b) has not otherwise performed or complied with any of these Terms, in whole or in part; or
(c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
17. Waiver.
No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
18. Confidential Information.
All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
19. Force Majeure.
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") [reasonable] control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, tsunami, fire, earthquake, explosion; (c) epidemics, pandemics; (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (e) government order, law or actions; (f) embargoes or blockades in effect on or after the date of this Agreement; (g) national or regional emergency; (h) strikes, lockouts, labour stoppages or slowdowns, labour disputes, or other industrial disturbances; (i) shortage of adequate power or telecommunications or transportation facilities; (j) failure of any governmental or public authority to grant a necessary license or consent; (k) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within seven (7) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of sixty (60) consecutive days following written notice given by it under this Section 18, the other party may thereafter terminate this Agreement upon thirty (30) days' written notice.
20. Assignment.
Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
21. Relationship of the Parties.
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
22. No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
23. Governing Law.
All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the Province of MANITOBA and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the Province of MANITOBA or any other jurisdiction that would cause the application of the laws of any jurisdiction other than those of the Province of MANITOBA. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
24. Choice of Forum.
Any legal suit, action, litigation or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, shall be instituted in the courts of the Province of MANITOBA, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, litigation or other proceeding brought in any such court. Each party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
25. Notices.
Each Party shall deliver all notices, requests, consents, claims, demands, waivers and other communications under this Agreement (other than routine communications having no legal effect) (each, a "Notice") in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). Notices sent in accordance with this Section will be conclusively deemed validly and effectively given:
(a) on the date of receipt, if delivered by personal delivery, or by a nationally recognized same day or overnight courier (with all fees prepaid);
(b) upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "read receipt" function, as available, return email or other form of written acknowledgment), if delivered by email;
(c) on the third (3rd) day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid.
26. Severability.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
27. Survival.
Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following provisions: [Section 13 (Insurance),] [Section 14 (Compliance with Laws),] Section 17 (Confidential Information) [Section 22 (Governing Law),] [Section 23 (Choice of Forum)] and this Section 26 (Survival).