the CUrb Purchase Terms and Conditions

Please read the following Terms and Conditions before purchasing an item.

By purchasing surplus inventory through the CUrb, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

1. Purchase. Carleton hereby agrees to sell the equipment or other items, and by submitting an “Intent to Purchase”, the Purchaser agrees to purchase the equipment or other items on an “as is” basis. Carleton expressly disclaims any implied warranty as to fitness for a particular purpose and any implied warranty as to merchantability. Carleton expressly disclaims any expressed or other implied warranties.
2. Price. Purchaser will pay Carleton the advertised price, exclusive of any applicable taxes, for the Item(s), unless a lower price is negotiated between the Purchaser and Carleton. Purchaser shall further pay the applicable sales taxes and any other applicable government fees or levies on the sale of the Item(s). Payment is due immediately upon purchase. Purchaser shall have no right, title, or interest in the Item(s) until all amounts owing to Carleton by the Purchaser are paid in full.
3. Access to Carleton Property. If Purchaser requires access to Carleton property to collect the Item(s), Carleton and the Purchaser will discuss a mutually acceptable date and time for such access. Access to Carleton’s property and any area thereon is subject to Carleton’s approval and supervision, and at Carleton’s discretion. While on Carleton’s property, the Purchaser will abide by all applicable Carleton policies and procedures and will follow the reasonable instructions of authorized Carleton personnel. No right to park on Carleton property is granted through a purchase transaction.
4. Limitation of Liability.
   1. Carleton’s total aggregate liability to the Purchaser for any and all claims related to the Purchase shall in no event exceed the purchase price of the Item(s).
   2. In no event will a Carleton be liable to Purchaser for loss of business or profit or for any special, indirect, punitive or consequential loss or damage, regardless of whether such loss or damage arises under contract, tort, or based upon strict liability or other theory of law or equity, where such loss or damage arose in connection with the Services.
5. Default. If Carleton has not received the payment owing from Purchaser in full within ten (10) business days of receiving the Intent to Purchase, Carleton may, at its option:
   1. Revoke the purchase and refund any amount prepaid, less any deposit and reasonable expenses incurred.
   2. Insist upon the Purchaser’s performance, and seek enforcement of the payment owing in a court of competent jurisdiction.
6. Delivery.
   1. The Purchaser is solely responsible for collecting and transporting the Item(s), and Carleton shall have no obligation to assist the Purchaser. The Purchaser assumes all risks of packing, shipping, transporting, and delivering the Item(s). The Purchaser is responsible for making their own arrangements for any equipment or personnel required) for shipping, transporting, and delivering the Item(s).
   2. Carleton may consider Item(s) not collected within thirty (30) days of the execution of this Agreement to be abandoned, and may be sold, destroyed, or otherwise disposed of by Carleton without notice to Purchaser.
7. Disclaimer of Warranties.
   1. The Item(s) are sold to Purchaser on a strictly “as is” basis, without warranty of any kind, including, without limitation, any warranty of merchantability, safety, or suitability for any purpose.
   2. The Purchaser expressly acknowledges and agrees that any discussions, communications, or statements made in the course of the Purchase do not form part of these Terms, and do not constitute a warranty, guarantee, representation, undertaking, or covenant of any kind.
   3. The Purchaser hereby assumes all risks of any defects in the Item(s), whether known or unknown.
8. Miscellaneous.
   1. These Terms express the fully integrated agreement of the Parties and supersedes all prior and contemporaneous understandings with respect to the Services. These Terms may be modified only in writing and signed by an authorized representative of each Party. The waiver of any default is not a waiver of another default. The words “including” or “includes” shall mean including or includes “without limitation”. Headings are for convenience only and do not constitute Terms under these Services.
   2. If any provision of these Terms is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect:
      1. the legality, validity or enforceability of the remaining provisions of these Terms; or
      2. the legality, validity or enforceability of that provision in any other jurisdiction
9. Non-Waiver. Except as otherwise expressly provided herein, the failure of a Party to exercise its rights herein upon the occurrence of any breach by the other Party of its obligations will not in any event constitute a waiver of such rights.
10. Assignment and Enurement. These Terms and all its rights and privileges hereunder may not be assigned by a Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Everything herein contained will enure to the benefit of and be binding upon the Parties hereto and upon their respective heirs, estate trustees, personal representatives, successors and permitted assigns.
11. Choice of Law. These Terms shall in all respects be governed by, subject to, interpreted and enforced exclusively in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of the Province of Ontario.
12. Relationship. The relationship between the Parties under Terms is one of independent contractors and the Parties shall in no circumstances be considered to be joint venturers, partners, employees, or agents of each other and will have no power to bind or obligate each other except as set forth in these Terms. The Parties mutually covenant and agree that they will not, in any way, incur any contractual or other obligation in the name of other Parties, nor will they have liability for any debts incurred by the other Party. Each Party shall have full and exclusive liability, with respect to their respective employees and contractors, for the payment of any and all taxes and contributions for unemployment insurance, retirement benefits, workers compensation insurance and similar benefits that may now or hereafter be imposed by law of collective bargaining agreements.
13. Notice. All notices hereunder shall be in writing and shall be duly given if emailed to the respective addresses of the Parties as follows:
    1. Carleton University, procurementservices@carleton.ca
    2. Purchaser Name, Purchaser Email (as provided at time of purchase)
    3. Any notice given by email shall be deemed to have been received by the Party to whom such notice is so delivered on the following business day.
14. Time of the Essence. Time is of the essence for each and every term and condition hereof.
15. Changes to Terms. No supplement, change, amendment, modification or waiver of these Terms, or any part thereof, will be binding unless it is set out in a written agreement of the Parties (a “Services Amendment”). Subject to the foregoing sentence, if a Party is of the reasonable opinion that any Terms should be revised to achieve the expected, or more beneficial, Services outcomes, that Party may propose a corresponding change to the Terms and the other Party will act in good faith to consider entering into a Services Amendment to reflect such proposal. Purchaser understands that a Services Amendment may increase the costs of the Services, and that Carleton may decline to implement the Services Amendment unless the additional funding is provided.
16. Communications. Nothing in these Terms will be construed as conferring a right to one Party to use, in advertising, publicity, promotional or sales literature, or otherwise, the other Party’s name or any adaptation of their trademarks, without the prior written consent of the Party whose name, trademark or business name is sought to be used, such consent not to be unreasonably withheld. However, Purchaser agrees that Carleton may publish the title of the Services, the name of Purchaser, the value of the Agreement, and the name(s) of the Principal Investigator(s) in its records and reports of research funding provided by external Purchasers.
17. Force Majeure.
    1. If a Party is unable to perform any obligation in the manner or by the time provided in these Terms as a direct result of Force Majeure (as defined below) operating against the Party, such Party shall, upon giving notice to the other Party, be entitled to an extension of time to perform such obligation for only as long as necessitated by the Force Majeure and such Party shall not be liable for failure to perform, or delay in performing, during or as a result of such extension. However, the other Party may terminate this Agreement by notice in writing if such event preventing performance continues for more than 30 days.