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| PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE. |
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By using this site or the site at Mantini/Pantini.com (collectively, the "Site", “Us”, or “Our”), you accept these terms and conditions of use. If you do not agree to these terms and conditions of use, please do not use the Site. Except where stated otherwise, the term "Mantini/Pantini" used on the Site shall be deemed to include its affiliates, subsidiaries, successors and assigns. Mantini/Pantini reserves the right, at its discretion, to change, modify, add or remove portions of these terms and conditions at any time. Please check these terms and conditions periodically for changes. Your continued use of the Site following the posting of changes to these terms and conditions will mean you accept those changes.
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| 1. Whole Agreement |
| a. These Terms and Conditions represent the entire agreement between You and Mantini/Pantini and there are no other representations between You and Mantini/Pantini. |
| b. These Terms and Conditions supersede all previous agreements between You and Us. |
| 2. Orders |
| Subject to clauses 4, 5, and 6, Mantini/Pantini will supply the Goods to You upon the receipt of an Order from You whether via our Website or otherwise. |
| 3. Payment |
| a. You must pay Us the Outstanding Amounts in respect of each Order upon the payment terms described in any Order or any Invoice which relates to that Order. |
| b. If any Order or Invoice does not contain any description of Our payment terms, then You must pay all Outstanding Amounts in respect of that Invoice within seven (7) days of the supply of the Goods which that Invoice relates to.
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| c. You authorize Us, at Our discretion, to appropriate any money received from You against any Outstanding Amounts which are due and payable by You to Us. |
| 4. Retention of Title |
| In respect of each Order: |
| a. Property in the Goods will pass to You only when Mantini/Pantini has received payment in full of all Outstanding Amounts from You. |
| b. You agree that until Mantini/Pantini receives payment in full of the Outstanding Amounts from You: |
| i. Mantini/Pantini retains title in the Goods and You take possession of the Goods as fiduciary agent and bailee of Mantini/Pantini only;
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| ii. You may not resell the Goods onto any third party; |
| iii. You may not mix the Goods with any other goods; |
| iv. Any Goods which are delivered to You must be separately identified as the property Mantini/Pantini. |
| c. If any Event of Default occurs, You immediately: |
| i. Grant Mantini/Pantini an irrevocable license, and will assist Mantini/Pantini, to retake possession of any Goods which remain the property of Mantini/Pantini; and |
| ii. Will not deal with the Goods in any way without the prior written consent of Mantini/Pantini. |
| d. This clause survives the termination of these Terms and Conditions. |
| 5. Delivery and Risk |
| a. You assume all risk in respect of the Goods and their delivery from the time Mantini/Pantini dispatches them from Our premises or from our suppliers' premises. |
| b. Any claims by You that the Goods supplied by Mantini/Pantini do not fulfill the Order, must be notified in writing to Mantini/Pantini within seven (7) days of the supply of those Goods. |
| c. Mantini/Pantini will not be bound to accept any return of the Goods by You, unless the return is authorized in writing by Mantini/Pantini and, only if those Goods are returned to Us at Your expense.
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| 6. Right to Supply |
| a. Mantini/Pantini reserves the right to accept or decline in whole or in part at any time, any Order made by You for the supply of Goods. |
| b. Notwithstanding that Mantini/Pantini has accepted an Order in whole or in part, Mantini/Pantini may, at any time before the fulfillment of that Order, refuse to supply that Order or any part of that Order to You.
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| c. Each Order is subject to Mantini/Pantini having the Goods available to fulfill that Order. |
| d. You agree that time is not of the essence for delivery; however, time for payment of all Outstanding Amounts is of the essence. |
| 7. Miscellaneous |
| a. These Terms and Conditions may not be amended except in writing signed by You and Us. |
| b. These Terms and Conditions are governed by, and must be construed in accordance with, the laws of the Province of British Columbia and the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of British Columbia;
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| c. Waiver of a breach of, or default under, these Terms and Conditions: |
| i. is not waived by any failure to exercise or delay in exercising or partial exercise of any right, power, authority, discretion or remedy under these terms and conditions; and |
| ii. must be in writing and signed by the party granting the waiver. |
| d. Each party must do all things and execute all further agreements necessary to give full effect to these terms and conditions. |
| 8. Definitions
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| The following words have these meanings in these terms and conditions unless the contrary intention appears: |
| "Costs" includes all costs incurred by Mantini/Pantini in supplying and delivering the Goods to You including without limitation all solicitors' fees (on a solicitor and own client basis) commercial agents' commission, freight, insurance, loss of profit and interest and any applicable State or Federal taxes. |
| "Event of Default" means that any of the following has occurred: |
| a. a provisional liquidator is appointed to You or a petition or an application is presented or an order is made or an effective resolution is passed or a meeting is summoned or convened for the purpose of considering a resolution for Your winding up or Your dissolution without winding up or You are placed into liquidation; |
| b. a receiver or a receiver and manager or an administrator or controller is appointed over You or any of Your assets; |
| c. an encum brancer takes possession of any of Your property or any part of such undertaking or property;
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| d. You cease or threaten to cease to carry on Your business or You are unable to pay Your respective debts or permit execution to be levied against any of Your assets for an amount in excess of $2,000.00 and such execution is not stayed or satisfied within fourteen (14) days; |
| e. You enter into any arrangement, reconstruction or composition with any of Your creditors or propose to do so; |
| f. You charge, mortgage or otherwise encumber all or any of Your assets or purport to charge, mortgage or otherwise encumber those assets; |
| g. in the sole opinion of Mantini/Pantini , You are carrying on a business at a loss and further prosecution of such business will endanger Your ability to repay any monies owing to Us; |
| h. pursuant to the provisions of the Corporations Law, You are placed under official management or a meeting is summoned or other steps taken for the purpose of placing You under official management or appointing an official manager pursuant to the Corporations Law or if any person is appointed or proposed to be appointed under the Corporations Law to investigate Your affair |
| i. without limiting the operation of the events referred to in paragraphs (a) to (h) above, You propose or enter into some other form of insolvency or administration whether voluntary formal or informal; |
| j. an event or series of events, whether related or not, or whether as a result of Your fault or not, results in any material adverse change in Your financial condition which has or is in the opinion of Mantini/Pantini likely to have a material and adverse affect on Your ability to repay any money that You owe to Mantini/Pantini ;
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| k. You default in the performance of any of Your obligations under these Terms and Conditions; or |
| l. if You are an individual, any act of bankruptcy by You. |
| "Goods" means any goods supplied by Mantini/Pantini to You, as described in the relevant Order or Invoice. |
| "Invoice" means any invoice for the Goods supplied to You by Mantini/Pantini . |
| "Order" means any order for Goods placed by You with Us. |
| "Outstanding Amounts" means all amounts due and payable by You to Us including the Purchase Price for any Goods supplied, and all Costs which You are liable to pay to Us. |
| "Purchase Price" means the price for Goods supplied by Us to You as stated on the Invoice but does not include the Costs and the Taxes. |
| 9. Interpretation |
| In these Terms and Conditions, unless the contrary intention appears: |
| a. words importing the singular import the plural and vice versa; |
| b. a reference to any gender will be deemed to be a reference to all genders;
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| c. any headings have been provided for ease of reference only and are not to be used in the interpretation of these Terms and Conditions; |
| d. if any provision in these Terms and Conditions are held to be invalid or unenforceable in whole or in part, such provision will be severed and the validity of any other provision in these Terms and Conditions or of the remainder of the provision being severed will not be affected;
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| e. all powers, rights, remedies and authorities conferred upon the parties may be exercised on behalf of and in the name of them from time to time by any of their respective authorized solicitors or attorneys from time to time, either authorized to act for them generally or in a particular case; |
| f. a provision of these terms and conditions may not be interpreted against a party just because that party prepared the provision; |
| g. a reference to a statute includes an amendment or re-enactment to that legislation and includes subordinate legislation in force under it; |
| h. a reference to these terms and conditions includes an amendment or supplement to, or replacement or notation of these Terms and Conditions; |
| i. a reference to a party to these Terms and Conditions, includes that party's successor, assigns, employees and sub-contractors; and |
| j. a reference to a person or words denoting a person includes any company, statutory corporation, partnership, joint venture, association, board, government or semi-government agency or authority and that person's successors and legal personal representatives.
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| RESTRICTIONS ON USE OF MATERIALS |
| Mantini/Pantini owns and operates the Site. “Mantini”, “Pantini”, the Mantini/Pantini Logo, and "Pants down, bottoms up", and "Shake it like you mean it" are registered trade-marks of Mantini/Pantini. Other registered trade-marks, trade-marks, related words, domain names and logos which are the property of Mantini/Pantini may appear from time to time on the Site. Mantini/Pantini trade-marks may not be used without Mantini/Pantini authorization and, without limiting the generality of the foregoing, Mantini/Pantini' trade-marks may not be used in connection with any products or services which are not Mantini/Pantini' or authorized by Mantini/Pantini, or in any manner that is likely to cause confusion among customers or potential customers of Mantini/Pantini, or in any manner that disparages or discredits Mantini/Pantini. |
| All material contained on the Site including the content, site design, text, graphics, and the selection and arrangement thereof are the copyright of Mantini/Pantini (unless otherwise expressly stated). No material from the Site or any website owned, operated, licensed, or controlled by Mantini/Pantini may be copied, reproduced, republished, linked to, framed, uploaded, posted, transmitted, or distributed in any way, except that you may download one copy of the materials on any single computer for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices. You may not display or provide for display pages from this Site in a frame less than the entire size of display space on a browser program. If you wish to link to this Site, please contact us to obtain our written approval. Failure to obtain such approval in advance is a violation of this agreement and an infringement of Mantini/Pantini copyright and other proprietary rights, and is expressly prohibited. Modification of the materials or use of the materials for any other purpose than those described above is a violation of Mantini/Pantini copyright and other proprietary rights, and is also strictly prohibited. |
| GENERAL DISCLAIMER AND LIMITATION OF LIABILITY |
| YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. |
| THE SITE, THE SERVICES AND THE INFORMATION OR MATERIALS HEREIN ARE PROVIDED ON AN "AS IS, WHERE IS, AS AVAILABLE" BASIS. MANTINI/PANTINI MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE, ITS CONTENTS (INCLUDING WITHOUT LIMIT PRODUCT DESCRIPTIONS AND PRICES) OR THE SERVICES. MANTINI/PANTINI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE USER EXPRESSLY ACKNOWLEDGES THAT (i) THERE ARE NO WARRANTIES OR REPRESENTATIONS MADE REGARDING THE CONTENT OF THE SITE INCLUDING WITHOUT LIMITATION HOW CURRENT IT IS, ITS ACCURACY, ITS COMPLETENESS, ITS AVAILABILITY, ITS SECURITY, THAT DEFECTS WILL BE CORRECTED OR THAT THE SITE, ANY HYPERLINKED WEBSITE, OR THE SERVERS UPON WHICH THEY RESIDE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND (ii) AS A SERVICE TO USERS OF THE SITE MSNTINI/PANTINI INCLUDES LINKS TO OTHER WEBSITES THAT MANTINI/PANTINI HAS NO CONTROL OVER, AND MAKES NO ENDORSEMENTS OR REPRESENTATIONS OF ANY KIND REGARDING THE PRODUCTS, SERVICES, BUSINESS PRACTICES, CONTENT OR APPROPRIATENESS OF CONTENT ON SUCH WEBSITES, AND THE USER HEREBY IRREVOCABLY WAIVES ANY CLAIM AGAINST MANTINI/PANTINI WITH RESPECT TO SUCH WEBSITES. |
| NONE OF ITS RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES WILL BE LIABLE FOR DAMAGES, CLAIMS, EXPENSES OR OTHER COSTS (INCLUDING WITHOUT LIMITATION LEGAL FEES) ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE, THE SITE OR ANY INFORMATION CONTAINED ON IT, OR ANY HYPERLINKED WEBSITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING (WITHOUT LIMITATION) COMPENSATORY, DIRECT, INDIRECT, EXEMPLARY, PUNITIVE AND CONSEQUENTIAL DAMAGES, LOSS OF USER PHOTOS, PROGRAMS OR DATA, INCOME OR PROFIT, LOSS OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES.
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| YOU AGREE THAT YOU’RE EXCLUSIVE AND SOLE REMEDY IS TO STOP USING THE SITE. |
| SECURITY AND PRIVACY |
| MANTINI/PANTINI strives at all times to protect the security and privacy of any information you provide over the internet to Mantini/Pantini. However because of the inherent nature of the internet, Mantini/Pantini cannot guarantee that this information will not be improperly accessed or used by third parties. You are submitting this information over the internet to a Mantini/Pantini at your own risk. |
| INDEMNITY |
| You agree to indemnify, defend and hold harmless Mantini/Pantini, its officers, directors, employees, agents, licensors, and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these terms and conditions or any activity (including negligent or wrongful conduct) related to your use of the Site. |
| GOVERNING LAW AND JURISDICTION |
| The Site is controlled by Mantini/Pantini from its office within the Province of British Columbia, Canada. This Site can be accessed from all provinces and territories of Canada, as well as from other countries around the world. As each of these places has laws that may differ from those of the Province of British Columbia, Canada, by accessing this Site, you agree that all matters relating to access to, or use of, the Site, or any other hyperlinked website, shall be governed exclusively by the laws of the Province of B.C. and the laws of Canada applicable to the Province of B.C., without regard to the conflicts of laws principles thereof. You also agree and hereby submit to the exclusive personal jurisdiction and venue of the courts of the Province of B.C. and acknowledge that you do so voluntarily. You are responsible for complying with your own local laws.
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| GENERAL |
| In the event that any parts of any terms and conditions are held to be indefinite, invalid, illegal or otherwise voidable or unenforceable, the other parts of those terms and conditions will not fail on account thereof, and the balance of the terms and conditions will continue in full force and effect. The terms and conditions on the Site constitute the entire agreement between you and Mantini/Pantini governing your use of the Site. You may also be subject to other terms and conditions when you access other sites or other portions of the Site (if specified) or if you access or purchase third party content or software. The failure or delay of Mantini/Pantini in exercising any right or remedy under the terms and conditions or elsewhere shall not constitute a waiver of such right or remedy. The section titles in these terms and conditions are for convenience only and have no legal or contractual effect. |
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