Foodtender.com (the “Site”) is owned and operated by FoodTender Solutions Inc. (“FoodTender”). This Agreement provides the general Terms and Conditions applicable to services (the “Services” or a “Service”) available through the Site. In this Agreement, a “Customer" refers to a user procuring goods and/or services, and a "Supplier" refers to a user selling goods and/or services. By using the Services, you agree to these Terms and Conditions. The term "Agreement" means these Terms and Conditions as well as all other terms and conditions applicable from time to time. Before submitting an account registration form and/or using any of the Services, please read the entire Agreement carefully. By accessing any areas of the Site, users (“Users” or “You”) agree to be legally bound without limitation, qualification, or change and to abide by these terms and conditions, which will constitute our Agreement. If at any time you do not agree with any part of this Agreement, you must discontinue use of the Site immediately. Additional terms and conditions may apply when you purchase goods and/or services from a Supplier using the Site.
1. USE LIMITATION
FoodTender grants you a limited, personal, nontransferable, non-sublicensable, revocable license to access and use this Site only as expressly permitted in this Agreement. Except for this limited license, we do not grant you any other rights or license with respect to this Site; any rights or license not expressly granted herein are reserved. The content and information on this Site (including, without limitation, price and availability of goods and/or services), as well as the infrastructure used to provide such content and information, is proprietary to FoodTender, Customers and/or the Suppliers. Accordingly, as a condition of using this Site, you agree not to use this Site or its contents or information for any purpose that is unlawful or prohibited by this Agreement. While you may make duplicates of your tenders and make modifications within the Site for ordering purposes, you agree not to publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or services obtained from this Site.
Access to and use of any Service is through a combination of a user name and password. You agree that such access will not be shared with others. You may not access any Service using the name or password of any other party. Unauthorized access to any Service is a material breach of this Agreement and may be a violation of law. You assume all responsibility for any claim, demand or damage resulting from another party obtaining your password. FoodTender reserves the right, in its sole discretion, to refuse any Service to anyone at any time.
3. REVIEW OF INFORMATION
FoodTender does not assume responsibility for reviewing or verifying the material, content and information on its Site and is not responsible for any damages, losses, expenses or other injuries incurred by you or any other user as a result of relying on any material, content and information posted on the Site.
4. INTERRUPTION OF SERVICE
You understand that FoodTender.com shall make commercially reasonable efforts to make its Site and Service available. However, FoodTender is not responsible for any damages or losses related to any system errors or interruptions affecting its Site or any Service and the processing of any transaction related to any Service. You understand that the Site or Service may be unavailable unexpectedly as a result of circumstances beyond our control.
5. MODIFICATION TO SITE
FoodTender reserves the right, for any reason, in its sole discretion, to change or suspend any aspect of any Service or the Site, including, but not limited to, content, features or hours of availability. FoodTender.com may impose limits on certain features of any Service or the Site or restrict your access to part or all of any Service or the Site without notice or liability.
6. DISCLAIMER OF WARRANTIES
ALL CONTENT, INCLUDING SOFTWARE, PRODUCTS, SERVICES, INFORMATION, TEXT AND RELATED GRAPHICS CONTAINED WITHIN OR AVAILABLE THROUGH THIS SITE ARE PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" BASIS. FOODTENDER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED ON THIS SITE. TO THE FULLEST EXTENT PERMISSIBLE, FOODTENDER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR SATISFACTORY WORKMANLIKE EFFORT, INFORMATIONAL CONTENT, TITLE, OR NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES. FOODTENDER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS THAT THIS SITE WILL OPERATE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE AND/OR ITS SERVERS WILL BE FREE OF VIRUSES AND/OR OTHER HARMFUL COMPONENTS. FOODTENDER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY MATERIAL OF ANY KIND CONTAINED WITHIN THIS SITE FOR ANY PURPOSE, INCLUDING SOFTWARE, PRODUCTS, SERVICES, INFORMATION, TEXT AND RELATED GRAPHICS CONTENT.
FOODTENDER IS NOT RESPONSIBLE FOR ANY FAILURES CAUSED BY SERVER ERRORS, MISDIRECTED OR REDIRECTED TRANSMISSIONS, FAILED INTERNET CONNECTIONS, INTERRUPTIONS IN THE TRANSMISSION OR RECEIPT OF ORDERS, OR ANY COMPUTER VIRUS OR OTHER TECHNICAL DEFECT, WHETHER HUMAN OR TECHNICAL IN NATURE.
WITHOUT LIMITING THE FOREGOING, NO WARRANTY OR GUARANTEE IS MADE (I) REGARDING THE ACCEPTANCE OF ANY REQUEST, (II) THAT A USER WILL RECEIVE THE LOWEST AVAILABLE PRICE FOR GOODS AND/OR SERVICES AVAILABLE THROUGH THIS SITE, (III) REGARDING THE AVAILABILITY OF PRODUCTS AND/OR SERVICES THROUGH THIS SITE (IV) REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS SITE.
USERS AGREE TO USE THE SITE AND ALL SERVICES AT THEIR OWN RISK.
7. LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL FOODTENDER, INCLUDING ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUBSIDIARIES, AFFILIATES, DISTRIBUTORS, SUPPLIERS, LICENSORS, AGENTS OR OTHERS INVOLVED IN CREATING, SPONSORING, PROMOTING, OR OTHERWISE MAKING AVAILABLE THE SITE AND ITS CONTENTS (COLLECTIVELY THE "COVERED PARTIES"), BE LIABLE TO ANY PERSON OR ENTITY WHATSOEVER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, COMPENSATORY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO: (I) LOSS OF GOODWILL, PROFITS, BUSINESS INTERRUPTION, DATA OR OTHER INTANGIBLE LOSSES; (II) YOUR INABILITY TO USE, UNAUTHORIZED USE OF, PERFORMANCE OR NON-PERFORMANCE OF THE SITE; (III) UNAUTHORIZED ACCESS TO OR TAMPERING WITH YOUR PERSONAL INFORMATION OR TRANSMISSIONS; (IV) THE PROVISION OR FAILURE TO PROVIDE ANY SERVICE; (V) ERRORS OR INACCURACIES CONTAINED ON THE SITE OR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS OBTAINED THROUGH THE SITE; (VI) ANY TRANSACTIONS ENTERED INTO THROUGH THIS SITE; (VII) ANY PROPERTY DAMAGE INCLUDING DAMAGE TO YOUR COMPUTER OR COMPUTER SYSTEM CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS, DURING OR ON ACCOUNT OF ACCESS TO OR USE OF THIS SITE OR ANY SITE TO WHICH IT PROVIDES HYPERLINKS; OR (VIII) DAMAGES OTHERWISE ARISING OUT OF THE USE OF THE SITE, ANY DELAY OR INABILITY TO USE THE SITE, OR ANY INFORMATION, PRODUCTS, OR SERVICES OBTAINED THROUGH THE SITE. THE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF A COVERED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
FURTHERMORE, THE SUPPLIERS AND CUSTOMERS USING THE SITE ARE INDEPENDENT AND NOT AGENTS OR EMPLOYEES OF THE COVERED PARTIES. TO THE EXTENT PERMITTED BY LAW, THE COVERED PARTIES DO NOT ASSUME LIABILITY FOR ANY INJURY, DAMAGE, DEATH, LOSS, ACCIDENT OR DELAY DUE TO AN ACT OR OMISSION OF A SUPPLIER, INCLUDING, WITHOUT LIMITATION, AN ACT OF NEGLIGENCE OR THE DEFAULT OF A SUPPLIER, OR AN ACT OF GOD. FURTHER AND TO THE EXTENT PERMITTED BY LAW, NO RESPONSIBILITIES ARE ACCEPTED FOR ANY LIABILITY ARISING FROM ANY DISPUTE AS BETWEEN SUPPLIERS AND CUSTOMERS, INCLUDING THOSE RELATED TO PRODUCTS, PRICING, DELIVERY OR CREDIT ARRANGEMENTS.
No Covered Party shall be responsible for any Supplier's breach of any warranty including, but not limited to, implied warranties of fitness for a particular purpose or of merchantability, nor shall any Covered Party be responsible for any other wrongdoing of a Supplier (including any liability in tort), as to any products and/or services available through this Site. No Covered Party shall be responsible for any Supplier's failure to comply with this Agreement, nor for any Supplier's failure to comply with a Supplier’s obligations pursuant to any contract or applicable federal, provincial and local law.
If, notwithstanding the above, a Covered Party is found liable for any loss or damage relating to the use of this Site, User agrees the liability of any such party shall in no event exceed the Service Fees charged to the User by FoodTender.com for the Services.
8. RELEASE AND INDEMNIFICATION
FoodTender.com is merely a venue for you to participate in the use of the Services. The Site acts as a venue for submitting bids, tenders, finding products, business leads, communication and does not screen or censor the listings offered.
FoodTender.com does not guarantee the quality, legality, truth or accuracy of the listings and/or Services. FoodTender provides absolutely no representations or warranties, express or implied, with respect to the goods and/or services listed through the Site. FoodTender.com disclaims any responsibility for system downtime which may affect the timely submissions of electronic tenders.
You assume all risks associated with dealing with other users with whom you come in contact through the Site. Because user authentication on the Internet is difficult, FoodTender.com cannot and does not confirm that each user is who they claim to be. In the event that you have a dispute with another user, you hereby release FoodTender.com, its employees and agents from and against any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
You agree to defend, indemnify and hold harmless FoodTender and the Covered Parties from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought (i) by you or on behalf of you in excess of the liability described above; or (ii) by third parties as a result of:
your breach of this Agreement; your violation of any law or the rights of a third party; or your use of this Site in violation of this Agreement.
A) INFORMATION AND RESPONSIBILITIES
In order for you to participate in any tendering process on the Site, you may be required to provide additional information. Registration with FoodTender.com does not confer or imply any special consideration to you by the posting organization. The posting organization reserves the right to determine your eligibility to submit tenders. It is your responsibility to insure that the information you submit to FoodTender.com and to this Site is current and accurate (includes email address, fax and telephone numbers, etc.). FoodTender.com is not responsible for technical or mechanical problems affecting your fax or computer equipment.
You agree to accept periodic facsimile and email notices from us explaining our new Services.
B) SUPPLIER NETWORK MEMBERSHIP SERVICES
When you establish an account with us you will create a unique login ID (email address) and password. You will be sent a confirmation email to confirm and activate your account, allowing you to access tenders from purchasing organizations that belong to the FoodTender.com system.
If tenders are available for proposals, you may complete and submit them on the Site. Items are priced individually and tenders or orders may be awarded in full or in part based upon buyer specifications and needs. Tenders should be posted a minimum of 24 hours prior the expected submission deadline. All prices are valid for seven (7) days after the requested tender due date, unless otherwise specified by either party.
The Services offered as part of the Site are meant to facilitate contracts between Customers and Suppliers. FoodTender is not a party to any contract facilitated by the Site, and is not responsible for any issues related to quality, pricing, delivery of products, condition of products, credit terms, payment methods and or credits resulting from the use of the Site.
Customers may choose upgrades with FoodTender.com. These customers agree to pay a monthly Service Fee plus applicable taxes, together with any other applicable charges that FoodTender.com charges pursuant to this or any other Agreement (promotions, web applications, mobile application, etc). The parties acknowledge and agree that any changes to the Service Fee shall be subject to thirty (30) days’ notice. Billing will occur monthly from the date of initial subscription. Payment or Payments will continue on a monthly basis until a subscription is terminated in accordance with the terms hereof. Inactivity on an account does not constitute or imply termination.
A Non-Sufficient Funds (NSF) charge of $50.00 will be charged for each occurrence where a scheduled payment is missed or delayed as a result of a declined charge.
10. BUYER OBLIGATIONS
When you have submitted a Tender (Bid, RFP, RFQ, RFI...) through the Site, you have extended an offer to Suppliers to sell goods or services to you which meet the requirements specified in your tender request, according to your terms and conditions. If a Supplier submits a tender that is acceptable to you, you may subsequently award full or part of the tender to that Supplier or Suppliers based upon your needs. FoodTender.com encourages buyers to make tenders available open or closed invitation. Tenders should be posted a minimum of 24 hours prior the expected return date of the tender. All prices are valid for 7days after your requested tender due date unless you specified otherwise and/or suppliers have agreed to other terms. Purchase terms are as determined between Supplier and Customer.
The terms and conditions of this Agreement constitute a binding agreement between FoodTender.com and you (the customer/supplier) until terminated by you or FoodTender.com. FoodTender.com may at any time, in its sole discretion, terminate your user account and access to the Site and any Service. Customers of FoodTender.com will provide thirty (30) days’ notice to cancel subscriptions with FoodTender.com. No refunds will be given for cancelled subscriptions, and all memberships will remain active and valid for 30 days from cancelation request.
12. PROPRIETARY RIGHTS
The headings in this Agreement are for convenience only, and do not, in any way, limit or otherwise define the terms and provisions of this Agreement.
This Agreement, and the related parts of this Agreement pertaining to each Service constitute the entire agreement between you and each Covered Party regarding your use of this Site and supersede any prior statements, representations, or prior versions of these Terms and Conditions relating to the use of the Site that were displayed on this Site before. We reserve the right to modify, revise or update this Agreement from time to time by updating this posting. Your continued use of this Site will be subject to the terms of this Agreement in effect at the time of your use. FoodTender.com may revise these Terms at any time by updating this posting (with any such revisions being immediately effective after being posted on this Site). You should visit this page from time to time to review the then-current Terms because they are binding on you. Certain provisions of this Agreement may be superseded by expressly designated legal notices or terms located elsewhere on this Site. In the event that any provision of this Agreement is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions. This Agreement shall be governed by and construed according to the laws of the Province of New Brunswick, including the laws of Canada applicable therein. You consent and submit to the exclusive jurisdiction of the Court of Queen’s Bench of New Brunswick, Canada in all questions and controversies arising out of your use of this Site and this Agreement.