1. Scope of Agreement
1.1 Buffalo Precision Products, a division of voestalpine High Performance Metals Ltd., 2595 Meadowvale Blvd., Mississauga, ON L5N 7Y3, Canada (“we”, “us”, “our”), provides selected Purchasers the opportunity of online purchase via our ecommerce platform www.buffaloprecision.com (“Platform”).
1.2 Any order placed via the Platform is subject to our general Conditions of Sale as well as these provisions for online purchases (“E-Commerce Provisions”). In the event of any inconsistency between the E-Commerce Provisions and our general Conditions of Sale, the E-Commerce Provisions shall take precedence.
1.3 Modifications of and supplements to these E-Commerce Provisions require the writ-ten form. The same shall apply to a waiver of the written form requirement. Letters sent via e-mail, regular mail or fax shall in all other respects than modifications and supplements to these E-Commerce Provisions be qualified as written declarations within the meaning of these E-Commerce Provisions.
1.4 To each purchase, order the then current version of the general terms and conditions as well as the E-commerce Provisions as accepted by the Purchaser when submitting its contractual declaration (see Pt 3.1 below) shall apply. This is regardless of Purchaser’s registration as per Pt 2.
1.5 We reserve the right to modify the E-Commerce Provisions at any time and unilaterally for future purchases. The currently applicable version of the general terms and conditions as well as of the E-Commerce Provisions shall be released with a version notice on the Platform.
2.1 We offer access to the Platform for selected and registered Purchasers, only. The Platform is provided as is and free of charge until revoked. We reserve the right to, also without notice, discontinue, change or expand at any time, temporarily or even permanently, any part or all of the services and products offered via the Platform.
2.2 If a Purchaser intends to place an order via the Platform, he has to first request acceptance for registration by filling out the respective form on the Platform. The Purchaser confirms the accuracy of the details provided. The Purchaser agrees that the data provided by him (name, address, company register number or date of birth) are transferred to our service provider in order to conduct a credit/solvency check if required. This consent declaration may be withdrawn at any time. Subject to a positive solvency check, we may send the Purchaser a link to the registration form via e-mail in order to enable its registration.
2.3 Via the registration form, the Purchaser may place a request for registration and choose a user name as well as an access password. Upon acceptance of the registration by us, the Purchaser will be sent a registration confirmation to the e-mail address provided.
2.4 We reserve the right to deny or revoke any registration request or an existing registration without stating any reason. A revocation of an existing registration shall have no effect on contracts already concluded but exclude Purchaser from further online purchases. Any contracts already concluded shall be fulfilled by both parties.
2.5 The Purchaser shall be responsible for keeping his access data confidential. We can only verify whether the access password matches a properly activated user name. We shall not be obligated to perform any further verification. Thus, any person that logs in at our Platform by using the Purchaser’s authorization details shall be deemed authorized by the Purchaser to render legally effective declarations in connection with all activities on the Platform.
2.6 Purchaser shall inform us immediately in case of loss, potential or suspected misuse of its password. We will disable the account in due course during our business hours and provide Purchaser with new access data.
3. Placing an Order and Conclusion of Contract
3.1 The presentation of our products and services on the Platform is not an offer in the legal sense. The offer is made by the Purchaser by completing the order process on the Platform for the selected articles. The Purchaser has the option to verify his order and correct any errors before submitting the offer. The offer of the Purchaser shall become legally binding by clicking on the “Order” button. With submission of the order, the Purchaser can no longer modify it. From time to time, there may be information on the Platform that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, and availability. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice.
3.2 We will send Purchaser upon receipt of an order an automatic receipt confirmation via e-mail. Such receipt confirmation does not constitute any acceptance of the offer.
3.3 In case that we do accept Purchaser’s order, we will send a separate order confirmation (acceptance) which shall also include the final price subject to Pt 4.2. The acceptance will usually be issued via email within one business day after receipt of the order. Purchaser shall be bound to its order for maximum one week. We may accept orders also partially. We are also entitled to refuse orders partially or entirely without stating a reason, in particular in the event that the ordered product is unavailable.
4. Prices and Payment Terms
4.1 The prices for the ordered products are not generally displayed on the Platform for Purchasers that are not logged-in. Prices displayed on the Platform or in the automatic receipt confirmation are a price indication only based on our experience of orders with, including without limitation, similar type, size, dimensions etc. Prices displayed on the Platform or in the automatic receipt confirmation are not final and subject to adjustment based on our review of the ordered goods and possibilities to produce the ordered products from available material.
4.2 In the light of the above, Purchaser agrees that the final price of each ordered product may deviate up to +/- 15% from the price displayed on the Platform or in the automatic receipt confirmation. If our assessment of the order leads to a price increase of more than 15% in comparison to the price displayed on the Platform or in the automatic receipt confirmation, we will contact the Purchaser via email and ask for his explicit approval of the final price. In case of non-approval within three business days after our request, Purchaser’s order is deemed as withdrawn.
4.3 The final prices for the ordered goods are set forth in our order confirmation ac-cording to Pt 3.3.
4.4 The delivery and shipping costs as indicated in the order confirmation or on the Platform shall be added to the final price. The actual delivery time depends on the chosen method and terms of delivery.
4.5 The final price plus delivery and shipping costs shall be due, unless otherwise agreed, in full and without deduction immediately upon acceptance of the offer ac-cording to Pt 3.3 thus upon conclusion of the contract and is indicated in the order confirmation.
4.6 The purchase price can be paid via advance payment, credit card or invoice (provided that the final price is covered by the Purchaser’s order limits as resulting from the credit/solvency check according to Pt 2.2). In the event of payment via credit card, we will debit the amount of the final purchase price including the ship-ping costs upon conclusion of the contract. In case of advance payment, the total amount has to be paid within five business days and must be received by us prior to the shipping of the products. Any delivery times as agreed in the general terms and conditions shall start upon receipt of total payment, only.
4.7 Should debiting the final price from Purchaser’s credit card be impossible for reasons in Purchaser’s sphere, we may request the Purchaser to effect pre-payment within a suitable period before delivering the ordered goods.
5. Express Service
5.1 We may offer selected Purchasers a fast delivery service of the ordered products (“Express”). The specific delivery times are indicated on the Platform or in the order confirmation. Express has to be separately selected by the Purchaser during the ordering process.
5.2 In case of Express delivery, the final price can be paid via credit card or invoice, only. The provisions of Pt 4 apply.
6. Warranty and Liability
6.1 The warranty and liability as to the delivery of the ordered products and with regard to the general contractual relationship is governed by the applicable general terms and conditions.
6.2 We are not obliged to provide for certain IT infrastructure and will thus not be liable for any modification, suspension, or discontinuation of the Platform or the loss of any content. We can thus also not guarantee that the Platform is available uninterruptedly. Temporary connection interruptions may occur. We reserve the right to do maintenance works at any time without prior notice.
6.3 The Purchaser also acknowledges that the internet may be subject to breaches of security and that provided personal data or other information may not be secure.
6.5 THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
6.6 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO PURCHASER OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE E-COMMERCE PRO-VISIONS OR THE PLATFORM, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.7 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THESE E-COMMERCE PROVISIONS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES PURCHASER HAS ACTUALLY PAID US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.
6.8 Purchaser understands and agrees that we have set our prices and entered into these E-Commerce Provisions in reliance upon the limitations of liability set forth in these E-Commerce Provisions, which allocate risk between the parties and form the basis of a bargain between the parties.
7. Data protection
7.1 Dealing sensitively with Purchaser data is of the greatest importance for us. The collecting, processing and use of Purchaser data is based on the applicable legal requirements.
7.2 By clicking the respective checkbox in the registration process, Purchaser explicitly agrees that we use his contact details (name and e-mail address) to send Purchaser e-mails (newsletters) about our special offers as well as new products and services. Purchaser can revoke this consent declaration at any time (eg via email). If Purchaser forwards our newsletter to third parties, Purchaser is obliged to obtain the consent of the recipient prior to sending (opt-in). Purchaser is obliged to indemnify, defend and hold us harmless from and against any and all third party claims, damages, liabilities, costs and expenses (including attorneys’ fees and expenses). If the consent to process Purchaser’s personal data for advertising purposes is revoked, we will immediately stop sending further newsletters in due time.
7.3 Through the Purchaser’s request for invitation to register, the registration and subsequent use of the Platform, we collect the following information:
• (Company) name and address;
• User name and password;
• Contact details;
• Profile information (preferences, industry and other information the Purchas-er freely provides us with);
• Orders and order history;
• Log files (IP address, browser type, referring/exit pages and URLs, number of clicks and how the Purchaser interacts with the Platform, domain names, landing pages/content, pages/content viewed);
• User behaviour (Purchaser’s activity on the Platform, time and location of login) as well as account activity (de-activation, activation);
• Communication between the Purchaser and us.
These personal data might also be collected via Cookies (please see below).
7.4 We will use Purchaser’s personal information and data listed above in order to (i) provide our services and the Platform (ii) carry out the orders made through the Platform, (iii) manage the Purchaser’s account and (iv) provide Purchaser service. In addition, your personal data will be used to (v) improve our Platform in order to provide better services.
7.5 We will not share the Purchaser’s personal data with others, unless it is required for the fulfilment of our obligations or it is disclosed in these E-Commerce Provisions. We may share personal data with businesses controlling, controlled by, or under common control with our company. If our company is merged, acquired, or sold, or in the event of a transfer of some or all assets, we may disclose or trans-fer personal date in connection with such transaction. Purchaser will have the opportunity to opt out of any such transfer if, in our discretion, it will result in the handling of Purchaser personal data in a way that differs materially from these E-Commerce Provisions. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We may disclose personal data and any other information to government or law enforcement officials or private parties if, in our discretion, we believe it is necessary or appropriate in order to respond to legal requests (including court orders and subpoenas), to protect the safety, property, or rights of our company or of any third party, to prevent or stop any illegal, unethical, or legally actionable activity, or to comply with the law.
8.2 We mainly use (i) functional Cookies that are required for the operation of our Platform and (ii) Cookies that help us to compile aggregate data about site traffic and site interaction so that we can offer better site experiences. We may also use trusted third party services that track this information on our behalf.
8.3 We also use Google Analytics, which is a web analytics tool that helps us to under-stand how visitors use our Platform. The following information is collected by Google Analytics: browser, type of gadget, model of gadget, location, country, city, service provider, screen resolution (on mobile), time on website, language, operating system, visited pages on website. Further, we also use Salesforce Marketing Cloud to track user behaviour on the Platform. This service is provided by Salesforce.com, Inc and collects the following information (in addition to data being collected and analysed by Google Analytics):
• Products viewed
• Visitor’s location
• In-site search
• Active sessions
• Number of countries
• Average time on site
• Referring sites
• Carts abandoned
• Products purchased
• Identified vs. anonymous users (identified via Marketing Cloud in connection with Cookies)
• Email conversion tracking
• Visitor path – click- and browsing behaviour
• IP-address, language, region and device.
8.4 The information generated by Cookies about the use of the Platform (including IP address) may be transmitted to and stored by Google/Salesforce on servers out-side of USA. Google and Salesforce use the information to examine the Platform’s usage, prepare reports on the Platform’s activities and to offer other optional services. Google and Salesforce may supply this information to third parties if Google/Salesforce is legally required to, or if third parties process the information on Google’s/Salesforce’s behalf.
9.1 Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control.
9.2 If any provision of these E-Commerce Provisions is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.
9.3 The failure by us to enforce any right or provision of these E-Commerce Provisions will not prevent us from enforcing such right or provision in the future.
9.4 We may assign our rights and obligations under these E-Commerce Provisions, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.
Version as of May 2018