Terms of Service

The long and short of it all!

​​​1. Scope

​These Standard Terms and Conditions of Sale ("Terms") shall govern the sale by The Button Gal of all merchandise and/or services as well as all subsequent transactions between The Button Gal and the purchaser ("Purchaser"). Purchaser acknowledges and agrees that these Terms shall constitute part of any final contract of sale ("Sales Agreement") that may be entered into between Purchaser and The Button Gal. In the event of any inconsistency between the terms and conditions contained in any other document and these Terms, these Terms shall prevail unless otherwise agreed upon in writing by The Button Gal or its duly authorized representative. The Button Gal shall not be bound by any terms and conditions affixed to Purchaser's purchase order or other procurement documents that are in addition to or inconsistent with these Terms. Neither commencement of performance nor delivery by The Button Gal shall be deemed or constituted as acceptance of Purchaser's additional or conflicting terms and conditions. Terms are subject to change at The Button Gal's sole discretion at any time.

​2. Subject of Agreement

​The subject of this Agreement is the sale of custom designed merchandise by The Button Gal to the Client, and the printing and production thereof by The Button Gal's suppliers, and subsequent shipment of finished merchandise to the Client.

The Button Gal is entitled and reserves the right to have all or part of the Service performed by third parties.

​3. Quotations & Orders

​Unless otherwise specified in writing in this document, all written quotations shall be intended for reference purposes only, constituting neither an offer to sell nor imposing any obligations or liability on The Button Gal. All written quotations and offers to sell automatically expire ten (10) days from the date quoted unless otherwise specified in the documentation. For greater certainty, all offers to sell are offers by The Button Gal to sell to Purchaser on the terms set forth herein.

Unless otherwise expressly agreed upon in writing by The Button Gal, any figures, measurements, dimensions, performance values, samples, patterns, statements, technical provisions or specifications, catalogues, brochures, depictions, photographs, images, models, designs, drawings, promotional materials in print or electronic format or other descriptive specifications relating to The Button Gal's quotation or offer to sell ("Specifications") are approximations only and shall not be deemed to form part of any contract or be treated as constituting any representation, warranty or condition in relation to the merchandise or services. The Button Gal reserves the right to modify these Specifications at any time prior to the execution of any Sales Agreement between Purchaser and The Button Gal.

Any deviations between the merchandise supplied and any offers, samples, trial merchandise and pre-deliveries are permitted in accordance with technical norms and within standard industry variances and tolerances.

No order placed by Purchaser shall be deemed to be accepted by The Button Gal unless and until confirmed in writing by The Button Gal or its duly authorized representative or until performed by The Button Gal. The Button Gal reserves the right to accept or decline any order in whole or in part within thirty (30) days after receipt of Purchaser's order, during which time the order may only be cancelled, rescheduled or modified by Purchaser with the prior written consent of The Button Gal or its duly authorized representative. For greater certainty, subsequent requirements of Purchaser for merchandise not contained in an original offer to sell or Purchaser's order must be accepted and confirmed in writing by The Button Gal or its duly authorized representative.

​4. Price & Terms of Payment

​The price for all merchandise and services shall be expressly set out in the Sales Agreement, delivered in the form of a shopping cart checkout on www.thebuttongal.com, and/or an invoice created using any third-party software, i.e. MS Office, PayPal, FreshBooks, QuickBooks. Where no price has been specified, the price shall be based on The Button Gal's pricing listed on the The Button Gal (www.thebuttongal.com) on the date that the Sales Agreement was executed by the Purchaser. The Button Gal reserves the right, by giving notice to Purchaser at any time, to increase the price of merchandise and services to cover: (i) foreign exchange fluctuation and increases in the costs of labour, materials and manufacturing; and (ii) any delay or change in delivery dates, quantities or specification of merchandise and services occasioned or requested by Purchaser.

Unless otherwise stated in writing by The Button Gal, the price of merchandise shall be EX Works (Incoterms 2000) and shall be exclusive of any retail sales tax. The price shall be exclusive of shipping charges, insurance, applicable sale, use or other taxes payable to any governmental authority, (installation, assembly and commissioning charges, as well as any other ancillary costs in respect of which The Button Gal shall be entitled to make additional charges ("Additional Costs").

Unless otherwise agreed upon in writing, The Button Gal's invoices shall be due for payment immediately and shipments shall only be made against advance payment. Unless otherwise agreed upon in writing by The Button Gal, all payments shall be in Canadian Funds and must be made directly to The Button Gal in accordance with the payment options described on The Button Gal's website. Unless otherwise agreed upon in writing, Purchaser shall not have any right of deduction or set-off. Objections to The Button Gal's accounting, account statements, account reconciliations, etc. must be received in writing by The Button Gal within a period of four (4) weeks from the date of the invoice or other applicable. In the event that Purchaser fails to provide a timely objection notice to The Button Gal, the terms of the invoice or other document shall be deemed to have been irrevocably accepted by Purchaser. Notwithstanding the foregoing, The Button Gal reserves the right to correct, at any time, any invoicing errors, including calculation errors, which may arise from time to time.

​5. Delivery of Merchandise and Performance of Services​

​Unless otherwise agreed upon in writing, The Button Gal shall deliver merchandise EX Works (Incoterms 2000) at any time after The Button Gal has notified Purchaser that merchandise is ready for delivery by means of an order confirmation notice. Notwithstanding the foregoing, a maximum delivery period of two (2) weeks applies from the conclusion of the Sales Agreement, unless otherwise notified. Selection of the carrier and route of delivery shall be made by The Button Gal. Delivery of merchandise to a common carrier or a registered courier shall constitute delivery to Purchaser and risk of loss shall thereupon pass to Purchaser. In no event shall The Button Gal have any liability in connection with shipment, nor shall the carrier be deemed to be an agent of The Button Gal. Notwithstanding anything contained herein to the contrary, if the shipment or receipt of merchandise is delayed for reasons beyond the responsibility of The Button Gal, risk of loss shall pass to Purchaser upon receipt of an order confirmation notice or other similar document from The Button Gal.

The Button Gal will use commercially reasonable efforts to deliver merchandise in the shortest time possible. However, specific dates and times will not be guaranteed.

Unless otherwise agreed upon in writing by the parties, The Button Gal reserves the right to deliver merchandise in installments and/or perform services in stages. Each delivery of merchandise shall be treated as a separate transaction and payment thereof shall be in proportion to the overall purchase price set out in the Sales Agreement. Delay or failure by The Button Gal to deliver an installment and/or perform a stage of service in accordance with these Terms shall not entitle Purchaser to repudiate or cancel the delivery of other installments or stages of merchandise under the Sales Agreement.

Reminders and final deadlines must be communicated in writing.

The Button Gal shall not be liable to Purchaser for any delay or failure to deliver merchandise and/or perform services including but not limited to any cause beyond The Button Gal's reasonable control, including, without limitation, any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, illness or injury to workers, delayed or failed deliveries by subcontractors, power failure, damage or destruction of production facilities, riot, insurrection, transportation delays or defaults, delay in supply or shortages of fuel, components, raw materials or supplies, labour shortage, acts or omissions of third parties, action of any governmental authority, or any other cause beyond the reasonable control of The Button Gal (the "Force Majeure"). In such event, The Button Gal must promptly provide Purchaser with written notice of the Force Majeure. The Button Gal's time for delivery and/or performance shall be extended for a period equal to the time lost by reasons of the Force Majeure without subjecting The Button Gal to any liability or penalty. If the Force Majeure event lasts longer than forty-five (45) calendar days, The Button Gal may immediately terminate all or part of the Sales Agreement, without incurring any liability or penalty, by providing written notice of such cancellation to Purchaser.

For greater certainty, The Button Gal shall not be liable for any damages, losses, costs or expenses (collectively, the Damage") resulting from The Button Gal's delay in delivery of merchandise and/or provision of services to Purchaser unless such Damage arises from the gross negligence of The Button Gal. Notwithstanding the foregoing, where the gross negligence of The Button Gal causes a delay in the delivery of the merchandise or provision of services, Purchaser's sole remedy shall be the payment of compensation equal to half of a percent (0.5%) per week up to a maximum of five percent (5%) of the value of the portion of the delivery which cannot be used on time for its intended purpose as a result of the delay.

Because of variations in equipment, paper, inks and other conditions, reasonable variations in color between the original displayed image and the printed merchandise produced by The Button Gal must be expected. Merchandise delivered with variations of this kind shall be considered as acceptable performance.

​6. Inspection and Acceptance of Merchandise and Services

​Notwithstanding (i) payment, (ii) passage of title, or (iii) prior inspection or tests, all merchandise and services furnished under Sales Agreement shall be subject to Purchaser's right of inspection and acceptance upon delivery.

Merchandise: Following delivery and within three (3) calendar days of receipt of merchandise by Purchaser, Purchaser shall provide The Button Gal with a written notice containing the full details of any alleged defect or non-conformity in merchandise ("Rejection Notice"). Purchaser may return rejected merchandise to The Button Gal at Purchaser's risk and expense and in accordance with The Button Gal's instructions. The Button Gal shall make the final determination as to whether its merchandise is defective or non-conforming. Purchaser's exclusive remedy and The Button Gal's entire liability to Purchaser in the event of a rejection shall be expressly limited to either the prompt replacement of the merchandise, the repair of any defect or non-conformity or, at The Button Gal's option, the issuance of a credit or refund for the purchase price of the defective or non-conforming merchandise. Notwithstanding the foregoing, in the event that Purchaser fails to provide a timely Rejection Notice to The Button Gal, Purchaser will be deemed to have irrevocably accepted merchandise. Moreover, the use of any merchandise by Purchaser, its agents, employees or licensees, for any purpose after delivery thereof, shall constitute irrevocable acceptance of merchandise by Purchaser.

​7. Title

​Title to and ownership of all merchandise shall not pass to Purchaser until payment of the purchase price and any Additional Costs has been made in full to The Button Gal.

​8. Security Interest and Solvency

Purchaser represents and warrants to The Button Gal that Purchaser is solvent. The Button Gal retains a security interest in merchandise to secure payment of the purchase price and all other indebtedness and obligations that Purchaser now and in the future owes to The Button Gal. Purchaser shall take all actions that The Button Gal requests to perfect, and to obtain and maintain first priority of, that security interest, and Purchaser shall pay, or reimburse The Button Gal for, all fees, taxes and other costs that are incurred in connection with those actions. To the extent permitted by law, Purchaser waives requirement of being provided with a copy of any financing or verification statement or renewal thereof.

​9. Changes and Cancellation

​No Sales Agreement which has been executed by The Button Gal may be cancelled or amended by Purchaser except with the approval in writing of The Button Gal and on terms that Purchaser shall indemnify The Button Gal in full and on demand against all loss (including loss of profit), costs (including the cost of all labour and materials used, as well as accounting, legal and clerical costs), damages, charges and expenses incurred by The Button Gal as a result of the cancellation or change.

There is no right to cancel an executed Sales Agreement in which merchandise were custom produced as per the customer's specification, or were clearly designed for the customer's personal need.

​10. Limited Warranty

​​Except as otherwise specified herein, The Button Gal warrants that: (i) all merchandise and services purchased hereunder are free from defects in material and workmanship and conform to the requirements of Sales Agreement; (ii) The Button Gal has good title to merchandise and the right to sell them to Purchaser; and (iii) merchandise and services shall conform to the written Specifications, if any, described in the Sales Agreement.

Unless otherwise agreed upon in writing, the warranty period for all merchandise delivered by The Button Gal will expire three (3) calendar days after the date of the delivery of merchandise to the Purchaser (the "Warranty Period"). If Purchaser believes that the merchandise and/or services are defective or deficient, Purchaser shall provide The Button Gal with a written notice by letter, fax or e-mail, containing the full details of the alleged defect or deficiency and setting out the date of the order confirmation, the delivery confirmation or the invoice (the "Rejection Notice"). At The Button Gal's direction, Purchaser shall return the defective or deficient merchandise to The Button Gal at Purchaser's risk and expense and in accordance with The Button Gal's return policy in effect from time to time, failing which any and all warranty obligation on The Button Gal's part shall become void. The Button Gal shall promptly investigate such claimed breach and shall, at its sole discretion and within thirty (30) days of the date of the Rejection Notice either: (i) provide information to Purchaser confirming that no breach of warranty has in fact occurred; or (ii) advise Purchaser of The Button Gal's planned corrective action. If The Button Gal determines that the Rejection Notice was given without cause, Purchaser shall reimburse The Button Gal for all applicable costs and expenses thereby occasioned to The Button Gal. If a breach of warranty has in fact occurred, The Button Gal shall, at its sole discretion, promptly: (i) repair or replace the defective merchandise at no additional cost to Purchaser; (ii) issue credit or refund amounts paid by Purchaser related to the portion of merchandise and/or services in breach of warranty; or (iii) unless the defect in question is a minor one, cancel the Sales Agreement. All costs incidental to repairing or replacing defective merchandise or correcting or re-performing the deficient services shall be borne by Purchaser and in no event shall The Button Gal be liable for such costs. All warranty repairs or replacements and any services that have been re-performed or corrected under warranty shall only be warranted for the balance of the original Warranty Period.

Notwithstanding anything contained herein to the contrary, where The Button Gal is required to perform corrective work, The Button Gal's warranty shall be limited to the merchandise actually delivered. The Button Gal shall only warrant the proper functionality of its merchandise and components where the faulty functioning in question cannot be attributed to incorrect or incomplete information provided by Purchaser.

Purchaser shall not be entitled to withhold payments on account of warranty claims or other counter-claims not recognized by The Button Gal.

Warranty Exclusions: This warranty excludes normal wear and tear and ordinary deviations in size, weight or quality. This warranty also excludes coverage for used merchandise and seconds as well as merchandise not manufactured by The Button Gal or its affiliates. Repair or replacement of merchandise and/or re-performance or correction of services due to: (i) misuse or abuse; (ii) improper use or maintenance; (iii) failure to observe instructions contained in user/owner manuals; (iv) mishandling or testing by Purchaser, its affiliates and agents; (v) negligence; (vi) alterations, maintenance or repair work undertaken by Purchaser or third parties; (vii) excessive stress; (viii) accident; (ix) improper storage; (x) use of incompatible supplies or cleaning agents; (xi) an event of Force Majeure; (xii) chemical influences; (xiii) foreign object damage; or (xiv) damage in transit, are excluded from The Button Gal's warranty obligations.

The preceding paragraphs set forth the exclusive remedy for all claims based on failure of, or defect in, merchandise sold hereunder, whether the failure or defect arises before or during the warranty period, and whether a claim, however instituted, is based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise. Upon the expiration of the warranty period, all such liability shall terminate. Unless otherwise agreed in writing by The Button Gal, this warranty shall not be assigned to any third party. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY. NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE SHALL APPLY. THE BUTTON GAL DOES NOT WARRANT ANY MERCHANDISE OR SERVICES OF OTHERS, WHICH PURCHASER HAS DESIGNATED.

​​11. Returns & Refunds

​Due to the custom nature of certain merchandise ordered by the customer and created on demand by The Button Gal, returns of such merchandise is not accepted.

If a product is defective, The Button Gal may at their sole discretion remedy the situation with a replacement, credit, or refund.

​12. Limitations of Liability

THE BUTTON GAL'S LIABILITY WITH RESPECT TO ALL CLAIMS OF ANY KIND, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ALL LOSSES OR DAMAGES ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THIS AGREEMENT, OR THESE TERMS AND CONDITIONS, OR FROM THE PERFORMANCE OR BREACH THEREOF, OR FROM ANY MERCHANDISE OR SERVICES COVERED BY OR FURNISHED UNDER THE AGREEMENT OR ANY EXTENSION OR EXPANSION THEREOF (INCLUDING REMEDIAL WARRANTY EFFORTS), SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO THE SPECIFIC MERCHANDISE OR SERVICES THAT GIVES RISE TO THE CLAIM. ALL SUCH LIABILITY SHALL TERMINATE UPON THE EXPIRATION OF THE WARRANTY PERIOD SPECIFIED ABOVE.

IN NO EVENT, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL THE BUTTON GAL, ITS EMPLOYEES, AGENTS, SUPPLIERS AND AFFILIATES BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF ANY PROPERTY, COST OF CAPITAL, COST OF PURCHASED POWER OR ENERGY, COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, BUSINESS INTERRUPTION COSTS, DOWNTIME COSTS, INJURY TO PERSON OR PROPERTY OR DEATH, OR CLAIMS OF PURCHASERS OF PURCHASER FOR SUCH DAMAGES OR LOSSES, AND PURCHASER WILL INDEMNIFY THE BUTTON GAL, ITS EMPLOYEES, AGENTS, SUPPLIERS AND AFFILIATES AGAINST ANY SUCH CLAIMS FROM PURCHASER'S PURCHASERS. IF PURCHASER RESELLS MERCHANDISE SOLD HEREUNDER TO ANY THIRD PARTY WHO IS NOT A CONSUMER OF THE BUTTON GAL'S MERCHANDISE, PURCHASER SHALL OBTAIN FROM SUCH THIRD PARTY A PROVISION AFFORDING THE BUTTON GAL AND ITS SUPPLIERS THE PROTECTION OF THE PRECEDING SENTENCE. Any action or suit by Purchaser against The Button Gal relating to the Sales Agreement of the merchandise and/or services covered hereby must be brought within one (1) year of the date of invoice for such merchandise or services. The parties hereto acknowledge and agree that this is a commercial transaction.

​13. Indemnification

​​Purchaser shall indemnify, defend and hold harmless The Button Gal from and against all claims, demands, causes of action (including third-party claims), losses, damages, expenses (including consequential and incidental damages, court costs and attorney fees) and liabilities of every kind and nature that The Button Gal incurs as a result of Purchaser's breach of any of Purchaser's obligations under the Sales Agreement and/or these Terms.

​14. Confidentiality/Intellectual Property

The Button Gal retains ownership of the Content and Images uploaded to the The Button Gal's website and other platforms.

All technical information and/or Specifications, etc. supplied by The Button Gal in connection herewith shall be treated as strictly confidential by Purchaser and must not be made available to any third party both prior to and after execution of Sales Agreement and delivery of merchandise and/or provision of services without the prior written consent of The Button Gal.

The Button Gal expressly reserves all right, title and interest in any documents, Specifications, and other technical information provided to Purchaser in connection with Sales Agreement, quotation, offer to sell, installation, service, or repair of merchandise sold, and Purchaser shall return same to The Button Gal upon request.

To the extent that merchandise is supplied in accordance with Purchaser's Specifications or statements (collectively, the "Statements"), Purchaser represents and warrants that such Statements do not infringe any third party intellectual property rights. Purchaser agrees to indemnify The Button Gal in respect of any claim for intellectual property infringement by a third party resulting from the use of the Statements by The Button Gal.

​15. Notice

​​Any notice, approval, consent, waiver, or other communication to be given hereunder shall be in writing and shall be deemed to be given if delivered personally, or sent by registered mail in which case such notice, approval, consent, waiver or other communication shall be deemed to be received on the second business day following the mailing thereof by registered mail to:

The Button Gal
Lakeshore West PO
146 Lakeshore Rd West
​PO Box 1206
Oakville, Ontario, Canada
​L6K 0B3

and to Purchaser at such mailing address, telephone, facsimile, or email address provided by Purchaser.

​16. Language

​These Terms and any document relating thereto have been prepared in the English language at the express request of the parties.

​​17. Entire Agreement

​These Terms and any document relating thereto contain the entire agreement between Purchaser and The Button Gal and shall not be altered or amended except by written instrument signed by both parties.

​18. Applicable Law, Jurisdiction and Jury Waiver

​These Terms and any document relating thereto shall be governed by and interpreted according to the laws of the Province of Ontario and applicable federal laws of Canada, without reference to its choice of law rules and excluding the United Nations Convention on the International Sale of Merchandise, and either party shall bring any action that arises out of or relates the Sales Agreement and/or these Terms in any court in Ottawa, Ontario, that has jurisdiction over the subject matter.

Terms and Conditions, dated 1 October 2021

 

The above Terms and Conditions apply to orders placed directly with The Button Gal through our website to Resellers (wholesale), and local event sales only. Does not apply to our online (print on demand) marketplace shops, or our sister sites. Our Resellers have their own sets of terms and conditions.