Below is a Shopify-ready version with clean formatting, proper headings, numbering, spacing, and no broken HTML entities. You can paste this directly into a Shopify page using the Rich Text editor or HTML editor.
Source:
VANGUARD — TERMS OF SALE
These Terms of Sale ("Terms") govern all orders placed with Vanguard Store Fixtures Inc. ("Vanguard") by the customer named on the account form or estimate ("Customer").
By signing these Terms, accepting an estimate, or submitting a deposit or payment by any means, the Customer agrees to be bound by these Terms for that order and all current and future orders.
These Terms are legally binding and enforceable.
SECTION 1 — ORDER ACCEPTANCE & PAYMENT
1.1 Acceptance of Terms
The Customer's signature on these Terms, acceptance of an estimate, or submission of any deposit or payment constitutes full acceptance of these Terms for the current order and all future orders, until these Terms are superseded in writing by Vanguard.
1.1.1 Incorporation of Account Form
The information the Customer provides on the Vanguard New Store Account Form is incorporated into and forms part of these Terms. The Customer certifies that all information supplied is accurate and complete.
1.2 Payment Terms
Unless otherwise stated on the estimate, the Customer shall pay 50% of the total invoice as a deposit prior to commencement of production, and the remaining 50% in full before the order is shipped.
Production and delivery will not proceed until payment terms are met.
1.3 Currency
All prices are quoted and payable in the currency stated on the estimate. Any currency conversion cost or foreign-exchange risk is the Customer's responsibility.
1.4 Credit Card Processing Fee
A 2.4% processing fee applies to all credit card transactions and is not absorbed by Vanguard.
By choosing to pay by credit card, the Customer agrees to cover this fee.
To avoid it, the Customer may pay by bank transfer or certified cheque.
(This fee does not apply where prohibited by law, including Quebec.)
1.5 Overdue Balances
Any amount not paid when due bears an administrative late charge of 2% per month (24% per annum), calculated from the due date until paid in full.
1.6 No Set-Off
The Customer shall pay all amounts owing in full without set-off, deduction, or withholding of any kind, whether on account of a disputed item, alleged defect, or otherwise.
1.7 Payment Authorization
The Customer authorizes Vanguard to charge the credit card or account on file for the specified transaction and for future agreed-upon transactions processed in writing or electronically.
This authorization remains in effect until Vanguard receives written notice of revocation.
Revocation does not apply to charges processed before receipt of such notice.
SECTION 2 — CUSTOM ORDERS, SHOP DRAWINGS & PRODUCTION
2.1 Custom Orders Final
All custom-made, made-to-order, and special-order goods are non-refundable and non-returnable.
2.2 Deposit Non-Refundability
The Customer's deposit becomes non-refundable on the earliest of:
-
(a) the Customer's approval of shop drawings or specifications;
-
(b) release of the order to production;
-
(c) Vanguard's procurement of materials specific to the order; or
-
(d) 14 calendar days from Vanguard's receipt of the deposit,
whichever occurs first.
2.3 Shop Drawings
All measurements, materials, and details for custom fixtures must be reviewed and approved by the Customer in writing before production begins.
If delivered fixtures match the approved drawings and agreed scope, Vanguard is not responsible for final fitting or installation within the Customer's space.
2.4 Manufacturing Variability
Due to the nature of custom-manufactured products and reliance on third-party manufacturers, minor variations in material, color, finish, or construction may occur.
These are not defects or grounds for rejection unless expressly agreed otherwise in writing.
2.5 No Cancellations
No cancellations or refunds are permitted after the Customer's approval of drawings/specifications or after production is released, whichever occurs first.
SECTION 3 — FLOOR PLANS & MEASUREMENTS
3.1 Customer Responsibility for Measurements
The Customer assumes full responsibility for the accuracy of all measurements supplied to Vanguard.
Vanguard's store planning and design services are based solely on the measurements submitted and approved by the Customer.
3.2 Professional Verification
It is the Customer's responsibility to engage a licensed architect, drafting firm, or other qualified professional to conduct site surveys and verify measurements.
Vanguard is not liable for any fixtures or equipment that do not fit as expected, provided the floor plan reflects the measurements supplied and approved by the Customer.
3.3 Municipal & Authority Approvals
It is the Customer's responsibility to obtain any required approvals of the floor plan from the municipality and other authorities having jurisdiction.
SECTION 4 — DELIVERY, INSPECTION & DAMAGE CLAIMS
4.1 Third-Party Freight
All deliveries are made via third-party freight carriers.
Vanguard purchases freight insurance on every shipment.
4.2 Mandatory Inspection
The Customer (or the Customer's authorized representative) must inspect all goods at the time of delivery, before the carrier's driver departs.
4.3 Damage Notation & Voided Coverage
Any visible damage, shortage, or discrepancy must be:
-
(a) noted in writing on the proof of delivery (POD)/delivery receipt;
-
(b) photographed; and
-
(c) acknowledged by the driver before the POD is signed.
Freight insurance claims are valid only where damage is documented on the POD at the time of delivery.
If the Customer signs the POD without noting damage, the goods are deemed accepted in satisfactory condition, all freight insurance coverage for that shipment is void, and neither Vanguard nor the carrier will be liable for any damage discovered afterward.
No damage claim can be filed once a clean POD has been signed.
4.4 Right to Refuse Delivery
The Customer may refuse delivery of goods that are visibly and substantially damaged, provided the Customer notes the refusal on the POD and notifies Vanguard within 24 hours so Vanguard can coordinate with the carrier.
4.5 Concealed Damage
For damage not reasonably visible at delivery, the Customer must retain all original packaging and notify Vanguard in writing within:
-
one (1) business day of discovery; and
-
no later than seven (7) calendar days from delivery,
whichever is shorter.
Concealed-damage claims are subject to carrier investigation. Approval is not guaranteed.
4.6 Freight Insurance & Deductibles
Where Vanguard arranges freight, Vanguard is responsible for any insurance deductible on an approved claim.
Where the Customer arranges freight, the Customer bears the deductible and is responsible for pursuing the claim with its own carrier.
4.7 Curbside Delivery — Refrigeration & Large Equipment
Due to size and weight, commercial refrigeration and kitchen equipment are delivered curbside only.
The carrier delivers to the nearest accessible curbside location and will not move equipment inside.
The Customer is solely responsible for:
-
(a) arranging personnel, equipment, or professional movers to move equipment from curbside into the premises;
-
(b) measuring all doors, hallways, stairwells, and pathways to confirm safe passage before delivery;
-
(c) having adequate personnel present on delivery day to move equipment indoors immediately; and
-
(d) providing all moving equipment and tools (pallet jacks, dollies, straps, padding, forklifts where applicable).
Vanguard supplies no moving equipment, tools, or machinery.
Equipment left outdoors due to the Customer's failure to arrange adequate moving assistance is subject to damage, theft, and weather exposure, for which the Customer assumes full responsibility.
All deliveries must be moved indoors on the day of delivery.
4.8 Freight Charges
Unless expressly stated in writing by Vanguard, shipping is not included in quoted prices.
Applicable freight charges are added to the final invoice and must be paid in full before the order is released for shipment.
4.9 Title, Risk of Loss & Security Interest
Risk of loss passes to the Customer when the goods are loaded onto the carrier at the point of origin (FOB origin).
Title and ownership of all goods remain with Vanguard until the Customer has paid the full invoice amount, including all fees, freight, storage, interest, and other charges.
Until payment in full is received:
-
(a) Vanguard retains a purchase-money security interest in the goods;
-
(b) the Customer consents to Vanguard registering and perfecting that interest under the Personal Property Security Act (Ontario), or equivalent legislation in the Customer's jurisdiction, and agrees to provide any information or signatures reasonably required to do so; and
-
(c) on non-payment, Vanguard may, to the extent permitted by law, repossess and recover the goods, and the Customer agrees to provide access for that purpose.
Repossession does not relieve the Customer of liability for any deficiency or for costs of collection.
SECTION 5 — LEAD TIMES & DELIVERY DATES
5.1 Estimates Only
All delivery dates provided by Vanguard are estimates only.
Production timelines, manufacturer lead times, and freight transit times are outside Vanguard's control.
5.2 No Liability for Delays
Time is not of the essence.
Vanguard shall not be liable for any delay in delivery or performance, whether caused by Vanguard, suppliers, manufacturers, or freight carriers, including without limitation any resulting missed store openings, lost sales, contractor standby costs, rescheduled grand openings, or marketing costs.
5.3 Customer Scheduling
The Customer is solely responsible for scheduling store openings, contractors, and merchandising with adequate buffer.
Vanguard recommends a minimum of three (3) weeks of buffer beyond any estimated delivery date.
5.4 Guaranteed Delivery Dates
A delivery commitment is binding only if expressly stated as a "Guaranteed Delivery Date" in a written agreement signed by a Director of Vanguard.
No employee, sales representative, project manager, or contractor has authority to create a guaranteed delivery date.
SECTION 6 — ORDER READINESS & STORAGE
6.1 Orders Ship When Ready
Orders ship when production is complete and payment terms are met.
6.2 Customer-Arranged Warehousing
If the Customer is not ready to accept delivery, the Customer is responsible for arranging warehousing.
The Customer has a grace period of seven (7) calendar days from Vanguard's readiness notification before storage fees under Section 6.3 apply.
6.3 Vanguard-Arranged Storage
If the Customer does not accept delivery or arrange warehousing within seven (7) calendar days of the readiness notification, Vanguard may, at its discretion, arrange storage on the Customer's behalf.
In that event the Customer is responsible for:
-
(a) a one-time receiving and handling fee of $150 per skid;
-
(b) a storage fee of $150 per skid per month, or any part of a month; and
-
(c) all freight and handling costs incurred to transport the goods from the manufacturing facility to the storage location.
These charges accrue from the eighth (8th) day after the readiness notification until the Customer accepts delivery and all amounts owing, including the balance of the order, are paid in full.
SECTION 7 — RETURNS, CANCELLATIONS & REFUNDS
7.1 Custom Orders
All custom-made, made-to-order, and special-order goods are final sale — non-refundable and non-returnable.
7.2 Standard (Non-Custom) Stock Items
Returns of standard stock items, where accepted at Vanguard's sole discretion, must be requested in writing within five (5) business days of receipt and are subject to a 25% restocking fee.
The Customer is responsible for all return shipping costs.
7.3 Damaged Goods
Returns for damaged or substantially non-conforming goods are governed solely by Section 4.
No claim survives a clean signed POD.
SECTION 8 — WARRANTIES & THIRD-PARTY EQUIPMENT
8.1 Manufacturer Warranties Only
For all equipment and appliances sourced from partner brands (including but not limited to those labeled on estimates), Vanguard acts solely as an authorized distributor.
All warranty claims, repairs, service, and technical support must be directed to the respective manufacturer.
8.2 Customer Acknowledgments
The Customer acknowledges that:
-
(a) all equipment warranties are provided directly by the manufacturer, not Vanguard;
-
(b) warranty terms, duration, and coverage are determined solely by the manufacturer; and
-
(c) any defect or service need must be addressed through the manufacturer's authorized service network.
8.3 Limit of Vanguard's Role
Vanguard's responsibility is limited to facilitating the initial sale and providing manufacturer contact information.
Vanguard is not liable for equipment performance, warranty disputes, or service delays related to third-party manufactured products.
SECTION 9 — INSTALLATION & ASSEMBLY
9.1 Not Included
Unless expressly included in the written quote, installation and assembly services are not provided by Vanguard.
9.2 Customer-Arranged Installation
Any installation must be performed by qualified professionals familiar with local building codes.
Vanguard is not responsible for improper installation, modification, or damage occurring during Customer-arranged installation.
9.3 Site Readiness
The Customer is responsible for ensuring the site is ready to receive, store, and install the goods, including access, power, and environmental conditions.
SECTION 10 — LIMITATION OF LIABILITY & FORCE MAJEURE
10.1 No Indirect Damages
To the maximum extent permitted by law, Vanguard shall not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including without limitation loss of profits, revenue, business opportunity, goodwill, business interruption, delay costs, or store-opening-delay costs, whether in contract, tort (including negligence), strict liability, or otherwise.
10.2 Liability Cap
In all cases, and notwithstanding any failure of essential purpose of any limited remedy, Vanguard's total aggregate liability shall not exceed the amount paid by the Customer to Vanguard for the specific goods or services giving rise to the claim.
10.3 Force Majeure
Vanguard shall not be liable for delay or inability to perform due to circumstances beyond its reasonable control, including but not limited to supply chain disruptions, manufacturer delays, natural disasters, pandemics or epidemics, labor disputes, cyber-attacks, utility or telecommunications failures, or government regulations affecting production or shipping.
SECTION 11 — DISPUTES, GOVERNING LAW & JURISDICTION
11.1 Notice of Dispute
Any dispute concerning charges, goods, or services must be submitted to Vanguard's Director(s) in writing within ten (10) business days of the disputed event.
11.2 Dispute Resolution
The parties shall first attempt to resolve any dispute through good-faith negotiation for 30 days.
Failing resolution, the dispute shall proceed to mediation in Toronto, Ontario, and then, if still unresolved, to binding arbitration in Toronto, Ontario under the Arbitration Act (Ontario).
Notwithstanding the foregoing, Vanguard may commence court action at any time to recover any undisputed amount owing.
11.3 Governing Law & Jurisdiction
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.
Subject to Section 11.2, the courts of Ontario have jurisdiction.
SECTION 12 — GENERAL
12.1 Entire Agreement
These Terms, together with the accepted estimate and the Account Form, constitute the entire agreement between the parties and supersede all prior representations, communications, or promises, whether oral or written.
12.2 Modifications in Writing
No modification of these Terms is binding unless made in writing and signed by a Director of Vanguard.
12.3 Severability
If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
12.4 No Waiver
Vanguard's failure to enforce any provision is not a waiver of its right to enforce that or any other provision later.
12.5 No Assignment
The Customer may not assign these Terms or any order without Vanguard's prior written consent.
12.6 Survival
Sections addressing payment, title and security interest, limitation of liability, warranties, and dispute resolution survive completion, termination, or cancellation of any order.
12.7 Electronic Signature
The parties agree these Terms may be executed and accepted electronically, and that an electronic signature or electronic acceptance has the same legal effect as a handwritten signature.