TERMS AND CONDITIONS

APPLICABLE TERMS

These terms and conditions ("Terms and Conditions") govern the sale of coin assessment services (collectively, "Services") by CNAS Ltd. or an affiliate or subsidiary thereof (in any case, "CNAS") through CNAS' website and any related portal or platform in respect of the purchase and sale of the Services (the "Website"). These Terms and Conditions, any terms of use relating to the Website and any pricing information on the Website in respect of the Services form the parties' final agreement with respect to the Services (collectively, the "Agreement").  In the event of any ambiguity or conflict between these documents, precedence shall apply in accordance with the order written in the previous sentence. CNAS' provision of the Services is conditioned on the customer's ("Customer") acceptance of this Agreement. Any additional or conflicting terms from the Customer of any kind are not binding on CNAS explicitly excluded. Any failure of CNAS to object to Customer's additional or conflicting terms does not operate as a waiver of the terms contained in this Agreement.

REPRESENTATIONS, WARRANTIES & CONDITIONS

The Customer represents and warrants to and in favour of CNAS as follows: (i) if the Customer is a corporation, the Customer is duly incorporated and validly existing in good standing under the laws of the jurisdiction of its incorporation, and the Customer has the corporate power to enter into this Agreement and all other documents required by or referred to in this Agreement, (ii) this Agreement has been duly authorized by all necessary action, corporate or otherwise, on the part of the Customer, has been duly executed and delivered by the Customer and constitutes a legal, valid and binding agreement of the Customer enforceable against it in accordance with its terms, (iii) the execution, delivery, observance and performance of this Agreement do not and will not result in the breach of, constitute a default under, or contravene any provision of the Customer's constating documents, if applicable, or under any agreement which the Customer or any of its property or assets may be bound, and (iv) that you are of legal age to enter into this Agreement, you accept and are bound by the Agreement and affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to this Agreement. You may not order or obtain products or services from the Website if you: (i) do not agree to this Agreement; (ii) are not the age of majority in your jurisdiction of residence; or (iii) are prohibited from accessing or using the Website or any of the Website's content, services or products, including the Services, by applicable law.

PRICING & PAYMENT

All prices, discounts and promotions posted on the Website are subject to change without notice. The price charged for the Services will be the price advertised on the Website at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable.

  1. Payment – Terms of payment are within CNAS' discretion and, unless otherwise agreed by CNAS in writing, payment must be received in Canadian Dollars by CNAS before CNAS accepts any order. If payment is made by credit card, the Customer represents and warrants that (i) the credit card information it supplies to CNAS is true, correct and complete, (ii) it is duly authorized to use such credit card for the purchase, (iii) charges incurred by the Customer will be honoured by the Customer's credit card company, and (iv) the Customer will pay charges incurred by it at the posted prices, including shipping and handling charges and all applicable Taxes (as defined below), if any, regardless of the amount quoted on the Website at the time of the Customer's order.
  2. Taxes – Posted prices do not include taxes, excises, fees, duties (collectively, "Taxes") or other government charges required by law to be paid or charges for shipping and handling. All such Taxes and charges will be added to your total price. CNAS strives to display accurate price information; however, CNAS may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. CNAS reserves the right to correct any errors, inaccuracies or omissions at any time and to cancel any orders arising from such occurrences.

TRANSPORTATION AND SHIPMENT

The Customer is responsible for, assumes and shall bear any and all risk of loss, destruction or damage to any coin, collectible, or other chattel received and inspected by CNAS. The provision of Services commences upon receipt by CNAS of a coin, collectible, or other chattel from the Customer. The Customer assumes all risk of loss or damage to any coin, collectible, or other chattel during return shipment from CNAS to the Customer. The Customer is responsible for selecting a shipping carrier for return shipping and the Customer shall be responsible for purchasing insurance in connection with the return shipment from CNAS of any coin, collectible or other chattel.

The Customer agrees to indemnify, defend and hold CNAS harmless from and against all claims, liabilities and expenses (including legal fees) relating to or arising directly or indirectly from Customer's failure to comply with this Section 4.

CNAS has the right in its sole and absolute discretion to reject any coin, collectible, or other chattel submitted to CNAS for Services for any reason, including without limitation, an coin, collectible, or other chattel that has not been certified prior to submission by Professional Coin Grading Service, Numismatic Guaranty Corporation, International Coin Certification Service, or Canadian Coin Certification Service.

FORCE MAJEURE / DELAYS

If CNAS is unable to perform, or suffers delay in performance, due to any cause beyond its reasonable control (regardless of whether the cause was foreseeable), including without limitation acts of God, epidemics, pandemics, public health emergencies, communicable disease outbreaks, famine, plague or other natural calamities, inclement or unusually severe weather conditions, strikes, labor shortage or disturbance, fire, accident, war or civil disturbance, delays of carriers, cyber-attacks, terrorist attacks, failure of normal sources of supply, acts or inaction of government including any legal prohibition on CNAS's ability to conduct the its business, including passing of a statute, decree, regulation or order by a relevant governmental or judicial authority prohibiting CNAS from conducting its business, the time of performance will be extended by a period equal to the length of time it takes to overcome the effect of the event. CNAS will notify Customer within a reasonable time after becoming aware of any such event.

INDEMNITY

The Customer assumes liability for, and agrees to indemnify and save harmless CNAS, its affiliates and subsidiaries, and their respective agents, employees, servants, shareholders, officers and directors from and against, any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including legal expenses, in connection with or arising from this Agreement or assumed or incurred by, or asserted or imposed against, CNAS in any way relating to or arising out of the ownership, delivery, use, operation or condition of the Services or otherwise, including on account of any personal injury, death, damage to property or economic loss caused by or related to the Services or the use of it. The Customer will give CNAS prompt notice of any claim or liability of which it becomes aware and for which it has provided an indemnity to CNAS under this Agreement. The foregoing indemnity will continue in full force and effect despite the expiration or other termination of this Agreement.

WARRANTY

  1. Warranty. CNAS warrants that it will use commercially reasonable efforts to perform the Services in accordance with the then-current description of such Services set forth on its website and within the time frames indicated thereon (the "Warranty").
  2. Exclusive Warranty. The Warranty is the sole and exclusive warranty, condition and guarantee as to the Services. CNAS makes no other warranties, express or implied, including, without limitation, warranties of merchantability or fitness for a particular purpose.

LIMITATION OF LIABILITY

Notwithstanding anything in this Agreement to the contrary, CNAS is not and shall not be liable, whether based in contract (including fundamental breach), warranty, tort (including negligence), strict liability, indemnity or any other legal or equitable theory, for any loss whatsoever including, without limitation, any type of indirect, special, liquidated, punitive, exemplary, collateral, incidental or consequential damages or for any other loss or cost of a similar type. Without limiting the foregoing in any way, should CNAS be found liable for any loss under this Agreement, the Customer acknowledges and agrees that CNAS's maximum liability under this Agreement under any theory of recovery, shall not exceed the aggregate monies actually received by CNAS from Customer on account of the purchase price for the Services under this Agreement. The limitations of liability in this Agreement represent the agreed and bargained for understanding of the parties. The Customer agrees that the exclusions and limitations in this Section will prevail over any conflicting terms and conditions in this Agreement or otherwise. These limitations of liability are effective even if CNAS has been advised by the Customer of the possibility of such damages. The waivers and disclaimers of liability, releases from liability and limitations on liability expressed in this Section extend to CNAS's affiliates, subsidiaries, partners, principals, shareholders, directors, officers, employees, subcontractors, agents and successors and assigns of CNAS.

INTELLECTUAL PROPERTY

CNAS shall retain all intellectual property rights in the Services, works, CNAS' documents, processes, CNAS' confidential information, and any design information and/or documents made by (or on behalf of) CNAS.

NON-WAIVER

Any waiver by a party of strict compliance with this Agreement must be in writing, and any failure by the parties to require strict compliance in one instance will not waive its right to insist on strict compliance thereafter.

ASSIGNMENT

The Customer may not assign all or any part of this Agreement, or any rights or obligations under this Agreement without the prior written consent of CNAS. CNAS may assign all or any part of this Agreement without Customer consent.

APPLICABLE LAW AND JURISDICTION

This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of laws principles. Each party agrees that claims and disputes arising out of this Agreement must be decided exclusively in a federal or provincial court of competent jurisdiction located in the province of Ontario. Each party submits to the personal jurisdiction of such courts for the purpose of litigating any claims or disputes.

SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will not in any way be affected or impaired. A court of competent jurisdiction may modify the invalid, illegal or unenforceable provision to reflect, as closely as possible, the parties' original intent.

SURVIVAL

The Sections entitled "Representations, Warranties & Conditions", "Pricing and Payment", "Termination", "Limitation of Liability", "Indemnity" and "Intellectual Property", in addition to any provisions of these Terms and Conditions which by their nature ought to survive, shall survive any termination, expiration or cancellation of this Agreement.

NOTICES

Any notices required by or made pursuant to the Agreement must be in writing and either (i) delivered personally or by courier; (ii) sent by prepaid registered mail; or (iii) transmitted by facsimile, e-mail or functionally equivalent electronic means of transmission, charges (if any) prepaid. Any notice must be sent to the intended recipient at the applicable address noted on the purchase order. Any notice delivered to the party to whom it is addressed will be deemed to have been given or made and received on the day it is delivered, provided that if that day is not a business day then the notice will be deemed to have been given or made and received on the next business day. Any notice transmitted by facsimile, e-mail or other functionally equivalent electronic means of transmission will be deemed to have been given or made and received on the day on which it is transmitted.