SMB TERMS AND CONDITIONS OF PURCHASE
1. CONDITIONS OF USE
BY USING THE SMALL MEDIUM BUSINESS PARTNER PURCHASE SITE (THE “SMB WEBSITE”) OR BY MAKING A PURCHASE THAT IS ENTERED THROUGH THE SMB WEBSITE, SMALL MEDIUM BUSINESS PARTNER (“COMPANY”) IS ACCEPTING AND AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS OF PURCHASE. IF COMPANY DOES NOT AGREE WITH THESE TERMS AND CONDITIONS OF PURCHASE, PLEASE DO NOT USE THE SMB WEBSITE OR VISIT THE SMB WEBSITE. THE TERMS AND CONDITIONS OF PURCHASE, AS STATED HEREIN, SUPERSEDE ANY AND ALL TERMS OF PURCHASE OR SALE THAT MAY BE FOUND ELSEWHERE. ANY ATTEMPT TO MODIFY OR ALTER THIS DOCUMENT WILL BE DEEMED NULL AND VOID, UNLESS FIRST APPROVED BY SAMSUNG ELECTRONICS CANADA INC. (“SECA” OR “WE”) IN WRITING AND ON OFFICIAL COMPANY LETTERHEAD.
We may, in our sole discretion, revise these Terms and Conditions of Purchase at any time without advance notice to Company by posting the revised Terms and Conditions of Purchase on the SMB Website. It is Company’s responsibility to regularly review these Terms and Conditions of Purchase. If Company places an order on the SMB Website, Company will be bound by the Terms and Conditions of Purchase posted on the SMB Website at the time Company place such order. Company’s order will be deemed to have been placed at the time Company completes our online checkout process.
Company may use the SMB Website on behalf of Company only. Company must be a business registered in Canada and have legal capacity to enter into a legal agreement. Company’s use of the SMB Website must comply with all applicable laws, and it is Company’s responsibility to determine whether Company’s use of the SMB Website is legal. By placing an order on the SMB Website, Company agrees and confirms that the products will be used for Company’s business purposes only, and not for resale or for personal use by employees.
The products and services advertised, listed or described on the SMB Website are invitations to Company to make offers to SECA to purchase from SECA such products or services, and are not offers to sell products or services to Company. Company is deemed to make an offer to SECA to purchase from SECA the products or services referenced in Company’s order upon submitting an order to us via the online checkout process.
3. COMPANY’S REPRESENTATIONS AND WARRANTIES
By using and/or placing orders on the SMB Website, Company represents and warrants that:
· All information Company provides through the SMB Website is true, accurate and complete;
· Company accepts full responsibility for all charges, duties, fees, taxes and other financial liability resulting from Company’s use of the SMB Website or Company user account;
· Company’s purchases of any product is for Company’s business use only, and not for resale or personal use by Company employees.
· Company will not permit Company employees to place personal orders on the SMB Website.
4. SMB BUSINESS ACCOUNT AND CONDITIONS OF USE
SMB Business Accounts are available for small to medium sized business (subject to approval by SECA). In order to be eligible to purchase products on the SMB Website and to access some features of the SMB Website, Company must open a business account and provide the following:
· Business legal name;
· Corporate Address;
· Number of Employees;
· Purchaser’s Name (Company must provide an authorized purchaser who has legal authority to bind the company, including by placing orders and make purchases);
· Company Email.
To set up a business account, please contact SECA via email at our info.seca.com, using the Subject Line: Request for a SMB Account. This process will take 2-3 business days in order to ensure Company qualifies for a business account, and to set up Company’s business account. Company must provide all the necessary documentation to SECA in a timely manner. SECA reserves the right to request additional information regarding Company and any Company account users, at SECA’s sole discretion.
Once Company’s business account is set up, Company will be responsible for the activity that occurs in Company’s business account, and it is Company’s responsibility to keep Company’s business account password secure.
Company agrees to immediately notify SECA of any breach of security or any unauthorized use of Company’s business account. Company will be liable for any losses arising from any unauthorized access to or use of Company’s business account.
If Company has authorized a user of Company’s account, Company is responsible for any orders placed by such user on the SMB Website.
5. AVAILABILITY OF PRODUCTS
We do not guarantee that products as shown on the SMB Website will be available for purchase or immediately available for delivery. Orders will be placed based on current inventory only.
SECA does not make any claim that products that are found within the SMB Website are available in other locations, including retailers, direct carrier stores, and other agent locations, whether in Canada or outside of Canada. Further, SECA does not make any claim that the products available in other locations, including retailers, direct carrier stores, and other agent locations, whether in Canada or outside of Canada, are or will be available on the SMB Website.
In the event that a product is not available at the SECA warehouse closest to Company’s preferred delivery address, cross shipping of such product from another warehouse is not permissible.
6. QUANTITY RESTRICTIONS
The total price of all products purchased by Company cannot exceed an annual maximum of $100,000 CAD per business account.
7. PAYMENT TERMS AND ADDITIONAL CHARGES
Company’s purchases may be completed by the use of a credit card.. All payments are subject to approval by appropriate financial institutions. SECA is not liable in any way if the appropriate financial institution refuses to accept or honor a method of payment for any reason. The method of payment will be processed upon order placement and acceptance.
Company agrees to pay for the product purchase price, and all charges not included in the purchase price, which may include taxes, shipping, handling and delivery fees, and environmental handling fees, if and when applicable.
If the order has not been finalized by SECA within three (3) months, the amount paid for the Samsung products will be returned and Company’s order will be cancelled. It may take up to two (2) weeks for the funds to be returned. Company may re-submit Company’s order through the SMB Website.
8. OWNERSHIP OF THE PRODUCTS
Title to any product purchased by Company will pass to Company once the product is delivered to the delivery address specified in Company’s order. In the event that the delivery address is a building that requires deliveries to be received in a common area (such as a loading dock, concierge or security desk), title of the product will pass once the product is delivered to the common area. Except as otherwise provided in these Terms and Conditions of Purchase, Company accepts all risk of loss, theft or damage to the products Company purchases once they have been delivered to the delivery address specified in Company’s order. In the event that Company designates a person or business to accept the product on Company’s behalf, Company will be deemed to have received the product upon that acceptance.
If Company refuses or fails to accept delivery of any products in Company’s order, with the exception of refusals related to visible delivery damage, any risk of loss, theft or damage will pass to Company, and not limiting any other rights or remedies SECA has, SECA:
a. Will remain entitled to payment in full for the products shipped to Company’s delivery address, including any delivery fees incurred; and
b. May effect any required additional delivery by whatever means it considers appropriate, and Company will be liable for all additional costs incurred as a result of such refusal or failure to accept delivery.
9. SHIPPING AND SCHEDULED DELIVERY
SECA will deliver products to a valid shipping address provided by Company that is located within select delivery areas in Canada only. SECA does not deliver to P.O. Boxes nor to all areas of Canada.
Delivery will be effected by scheduled carrier delivery or parcel delivery, depending on the type of product purchased as indicated at checkout.
If Company does not receive Company’s order within the estimated delivery time specified in Company shipping confirmation email, please contact SECA through the online shopping web chat at , select Online Shopping, or by phone at 1-855-254-4747, or through email to firstname.lastname@example.org. While SECA or its designated delivery company will make a reasonable effort to deliver Company’s products within the estimated delivery time specified in Company’s shipping confirmation email, SECA does not guarantee delivery by that time.
Company must provide a proper billing address as entered in Company’s business account. In addition there must be a valid shipping for the destination of Company order. Failure to provide proper shipping information could result in additional shipping charges for resending the products. In the event of re-shipping because of inaccurate shipping information provided by Company, or if a product was returned to SECA because it was refused, Company will be held liable for all additional shipping charges. In the event that Company delays past the allowable requested delivery, Company may be charged additional storage fees.
a. Scheduled Carrier Delivery (if applicable)
Major appliances and large TVs, as determined by SECA, will be delivered to Company by scheduled carrier delivery to Company’s designated shipping address. The scheduled carrier delivery fee includes basic installation of certain appliances, subject to these Terms and Conditions of Purchase. Additional services such as haul-away, movement within premises of old products pedestal installation, door reversal and sacking of new products are not included in the delivery fee, but may be purchased separately at an additional cost.
Upon placing Company’s order, Company may request a delivery date. The delivery date and the timeframe will be confirmed within twenty-four (24) hours prior to such requested delivery date. This delivery date must be confirmed by the scheduled carrier delivery company, and SECA is not responsible if the scheduled carrier delivery company is unable to deliver the products due to unforeseen circumstances. To change Company’s requested delivery date, please contact SECA through the online shopping web chat at select Online Shopping, or by phone at 1-855-254-4747, or through email to email@example.com. Although SECA will attempt to accommodate changes to requested delivery dates, SECA may be unable to do so. Please note that all products ordered must be delivered within thirty (30) days of the date of purchase, unless otherwise agreed to in writing by SECA.
SECA will not be held liable or responsible if the product purchased does not fit through the pathway, door, stairwell or into the designated place for the product. Please note that the scheduled delivery company reserves the right to refuse delivery or to provide additional services in unsafe moving conditions or conditions that may cause damage to the products or personal property, or that may cause personal injury. In the event that the product does not fit through the pathway, door, stairwell or into the designated place for the product, the product will be placed at Company’s loading dock, and Company will be responsible for making alternate arrangements to bring the product inside.
To prepare for Company’s delivery:
· Measure all spaces, including hallways, stairs, doors and delivery pathways, to ensure there is at least a three (3) inch clearance on either side of the product. Remove doors, gates or railings if necessary.
· Ensure there is a safe pathway, including on all driveways, walkways, steps and stairs.
· Please secure any pets.
· Disconnect and empty old appliances, or disconnect and remove old televisions from wall mounts.
· If Company has purchased an appliance, ensure Company has a brand new installation kit applicable to Company’s product (e.g., connectors, hoses, venting kit, etc.). Such items are sold separately and are not included with the purchase of Company’s appliance.
· Ensure that an authorized company representative (who has reached the age of majority in Company’s province or territory) is at the designated delivery location to accept the delivery.
· Reserve the service elevator, if a service elevator is required.
· Inspect Company’s product to ensure Company is satisfied with the condition of the product before signing to accept the delivery.
The services included in Company’s scheduled carrier delivery are based on the product purchased, and may include the following:
i. Room of choice delivery for all products; and
ii. Basic installation services, subject to these Term and Conditions of Purchase:
§ Placing and leveling of Company’s product where requested
§ Connecting the icemaker or ice and water dispenser
§ Door reversal and installing the handle, if applicable
* For ice and water dispensing refrigerator models, a working water shut-off valve must be located within six (6) feet of, and on the same floor as, the refrigerator. The shut-off valve must be corrosion-free and require no plumbing alterations.
o Washer/Dryer (electric)**
§ Placing and leveling of Company’s product where requested
§ Connecting the dryer to the new metal dryer venting kit (sold separately)***
§ Connecting to existing hot and cold waterlines and drain (a new installation kit is required, which is sold separately)
§ Door reversal, if applicable
§ Removal of shipping bolts
**A working water shut-off valve must be located within four (4) feet of the washer, on the same floor. The shut-off valve must be corrosion-free and require no plumbing alterations. ***A metal dryer venting kit for the dryer must be purchased and installed prior to the arrival of the delivery agent
Note that SECA does not provide any installation services on the following products:
· Products that require a gas connection;
· Over the counter microwaves.
The following services may be purchased at an additional fee:
· Move within building:
o Moving an old appliance or television within Company’s designated delivery location to a desired location
· Haul away:
o Removing an old appliance or television from Company’s designated delivery location and disposing of it
o If an old appliance is to be removed, it must be ready for immediate removal, including being disconnected and cleaned out, prior to the arrival of Company’s new appliance(s).
o Failure to have the old appliance ready for removal may result in cancellation of the haul-away service. The charge for this service is non-refundable.
· Pedestal installation:
o Installing a washer or dryer pedestal and placing the new appliance on top of the pedestal
· Door reversal:
o Removing the washer, dryer or fridge door to allow it to open from the opposite direction
· Stacking - Washer and Dryer:
o Placing the Dryer on top of the washer and securing it with the stacking kit (sold separately)
b. Parcel Delivery
All products that are not delivered by scheduled carrier delivery, as determined by SECA, will be delivered to Company by parcel delivery free of charge. The exact date and time of delivery cannot be guaranteed. Tracking information will not be available once shipment starts. Please note that a signature will be required upon receipt of Company’s order. Company agree and understand that SECA uses a third-party to effect parcel delivery. This third party may have terms and conditions to effect delivery of Company’s product which may apply to Company.
11. RETURN AND CANCELLATION POLICY
a. Cancellation or Return of Orders
NO CANCELLATIONS OR RETURNS ARE ALLOWED FOR PRODUCTS PURCHASED THROUGH THE SMB WEBSITE, REGARDLESS OF THE DATE OR TIME THE ORDER WAS PLACED.
b. Returns due to Dead on Arrival (DOA)
· Upon receipt of Company’s product, please ensure Company inspects its condition carefully. Should Company find the product is DOA, please contact SECA within forty-eight (48) hours of acceptance of delivery by emailing the Service Department at or calling 1-800-SAMSUNG (1-800-726-7864).
· SECA reserves the right to either repair or replace the DOA unit.
o If not serviceable, all returns must have a Return Merchandise Authorization number (RMA) marked clearly on the return shipping-label.
o For more return information please contact the Service Department at firstname.lastname@example.org.
· Any product that is returned to SECA that has been abused or used for non-intended purposes will not be subject to the return policies stated herein.
· Returns for refund on all DOA products are not allowed.
o Refund is issued, at Samsung’s discretion, if the DOA product is deemed non-repairable and there is no replacement available within 4 weeks of the date of receipt.
o Refunds may take 4 – 6 weeks from the return of the DOA product. SECA does not guarantee the compatibility of any product, and it is Company’s sole responsibility to ensure the compatibility of any products prior to purchase. If Company have any questions or concerns about the operation of Company’s product, please contact Samsung Customer Service at 1-800-SAMSUNG.
SECA will refuse the return of any product that has been abused or used for non-intended purposes, or that does not comply with the manufacturer’s limited warranty applicable to Company’s product.
c. Damage to External Carton Upon Delivery
If, at the time of delivery, the external carton of the product shows any sign of damage (including but not limited to scratches, tears, punctures and stains), tampering (including but not limited to open product, broken seal, and re-taped) or abuse, please ensure to: (i) indicate that the external carton is damaged on the driver's route sheet, bill of lading, or waybill; and (ii) refuse the shipment.
If, at the time of delivery, Company is aware that the external carton is damaged, but Company chooses to accept delivery, please follow these steps:
· Indicate “DAMAGED UPON DELIVERY" on the driver's route sheet, bill of lading or waybill when signing for acceptance of delivery.
· Report Company’s findings within forty-eight (48) hours to SECA through the online shopping web chat (select Online Shopping), or by phone at 1-855-254-4747, or through email to . SECA, or its agent, will make arrangements to investigate the product.
SECA SHALL NOT IN ANY WAY BE HELD RESPONSIBLE IF A PRODUCT OR EXTERNAL CARTON OF THE PRODUCT DISPLAYS DAMAGE, TAMPERING OR ABUSE WHICH IS NOT NOTED AT THE TIME OF DELIVERY.
d. Damage to Product/Defective Product Upon Delivery (First 48 Hours from Delivery)
Upon receipt of Company’s product, please ensure Company inspects its condition carefully. Should Company find the product is damaged or a component of the product is not included, or there is a short- or over-shipment of Company’s order, please contact SECA within forty-eight (48) hours of acceptance of delivery through the online shopping web chat at select Online Shopping), or by phone at 1-855-254-4747, or through email to .
If the issue is reported within forty-eight (48) hours of acceptance of delivery, and if the carton is not damaged and has not been moved from its original “ship to” location, SECA will commence an investigation. In the event that SECA or the delivery agent must investigate Company’s delivery or product, Company must keep the original shipping carton, all parts, packing material, and the product. If the investigation finds that no fault has been found with the packing, shipping and/or delivery, the investigation will be closed, with no compensation or product replacement.
Within the first 48 hours following delivery, please follow the process set out in Section 11b - Returns due to Dead on Arrival (DOA), above.
After the first 48 hours following delivery, please follow the process set out in the applicable Samsung Limited Manufacturer’s Warranty accompanying Company’s Samsung product.
The purchase of any Samsung product is subject to additional terms and conditions found at and found within the manufacturer’s limited warranty applicable to Company’s product.
13. DISCLAIMER OF WARRANTIES
COMPANY’S ACCESS TO AND USE OF THE SMB WEBSITE IS AT COMPANY’S OWN RISK. THE SMB WEBSITE AND CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF OR RELATED TO ACCURACY, ACCESSIBILITY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, PERFORMANCE OR DURABILITY, ALL OF WHICH ARE DISCLAIMED BY SECA TO THE FULLEST EXTENT PERMITTED BY LAW.
SECA DOES NOT REPRESENT THAT THE SMB WEBSITE OR THE CONTENT CONTAINED ON THE SMB WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SMB WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS OF LIABILITY OR CERTAIN DAMAGES AND COMPANY MAY HAVE ADDITIONAL RIGHTS. IF THE LAWS OF SUCH JURISDICTIONS APPLY TO COMPANY, SOME OR ALL OF THE FOLLOWING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO COMPANY, AND COMPANY MAY HAVE ADDITIONAL RIGHTS. SECA AND ITS RESPECTIVE EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS OR SIMILAR DAMAGES, OR DAMAGES RESULTING FROM ANY: (1) ERRORS OR OMISSIONS IN CONTENT, (2) UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR COMPANYR USER ACCOUNT AND/OR ANY AND ALL PERSONAL INFORMATION AND OR FINANCIAL INFORMATION STORED THEREIN, (3) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SMB SITE, OR (4) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SMB SITE BY ANY THIRD PARTY. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE LEGAL THEORY GIVING RISE TO THE DAMAGES (INCLUDING CLAIMS FOR NEGLIGENCE), AND EVEN IF SECA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. EXCLUSION AND LIMITATION OF LIABILITY
For any breach of these Terms and Conditions of Purchase, Company’s sole and exclusive remedy for a defective product or other claim shall be, at SECA’s option, a repair or replacement of such product, or a refund or credit of the purchase price of the product provided that in no event shall SECA’s maximum liability exceed the total price of the product ordered by Company. In no event shall SECA be liable to Company or any third party for any special, indirect, consequential or punitive damages for any breach of these Terms and Conditions of Purchase, including but not limited to loss of profits, business, goodwill or use, even if SECA has been advised of the possibility of such loss or damage. SECA shall not be liable if it is unable to perform any of its obligations as contained in these Terms and Conditions of Purchase due directly or indirectly to the failure of any machine, system of authorization, data processing or communication system transmission link or any dispute, strike, work stoppage, war, natural disaster, explosion, act of God, or any other event beyond the control of SECA. Some provinces do not allow the exclusion or limitation of liability, so the above limitations or exclusions may not apply to Company.
Nothing appearing on the SMB Website or in these Terms and Conditions of Purchase grants to Company the right to use the names, designs, trademarks or logos appearing on the SMB Site (the “Marks”). The Marks are the registered or unregistered trademarks, service marks, trade names and logos owned or licensed by SECA. All use, duplication, publication, modification or dissemination of the Marks by Company is prohibited.
16. THIRD-PARTY WEBSITES
The SMB Site may provide links and references to other websites that are owned and operated by third parties. We do not sponsor or endorse any information, products, goods or services contained in or offered through any of the linked websites. These third-party websites are not maintained, operated or controlled by SECA, and we provide no representation or warranty regarding these linked websites. Company assume sole liability for the access or use of such third-party websites and content.
17. ERRORS AND OMISSION; CHANGES TO SMB SITE CONTENT, OFFERS OR ORDERS
We strive to ensure current and accurate information on the SMB Site. However, due to changing market conditions and competition, misprints, omissions or other errors may sometimes occur, including, but not limited to incorrect prices and/or specifications for products.
We endeavour to provide our customers with an agreeable solution to their shopping needs. However, we do not warrant that the content of the SMB Site including, without limitation to, product descriptions, pricing or photographs, illustrations, is accurate or complete.
We reserve the right to revoke any stated offer on the SMB Site, and to correct any omission, error or inaccuracy, including after an online order has been submitted, whether or not the online order has been confirmed or Company’s payment has been processed, as permitted by applicable law.
SECA at all times reserves the right to:
· Revoke any stated offer on the SMB Site, and to correct any omission, error or inaccuracy, including after an online order has been submitted, whether or not the online order has been confirmed or Company’s payment has been processed, as permitted by applicable law, at any time without prior notice or liability to Company or any other person;
· Change at any time the products and services advertised on the SMB Site, the prices, fees, charges and specifications of such products and services, any promotional offers and any other SMB Site content without any notice or liability to Company or any other person;
· Limit quantities available for sale or sold; and
· Reject, correct, cancel or terminate any order, including accepted orders, for any reason, including but not limited to:
o If the product or service is not available;
o If we do not receive confirmation of Company’s payment from the relevant payment processing company;
o If there has been a product or service pricing or description error, inaccuracy or omission; or
o If Company do not meet the eligibility criteria set out in these Terms and Conditions of Purchase.
Company understand and agree that any promotional offers, as listed on the SMB Site and in advertising, are limited time offers, may change at any time, and are subject to such additional terms and conditions as SECA may specify from time to time.
Company’s purchase of a product from the SMB Site is not eligible for any promotions or offers that are in effect on the samsung.com/ca website, unless otherwise stated in writing by SECA.
19. CONSENT FOR COLLECTION AND USE OF DATA
20. ACCURACY OF INFORMATION
It is Company’s responsibility to ensure that all information that Company provide through the SMB Site is accurate, complete and up-to-date, including information required to open a user account, payment information, contact information and all transaction information. Company will be solely responsible for any and all loss, damage, cost or expense that Company or any other person may incur as a result of the provision of false, incorrect, misleading or incomplete information by Company.
We may, at our discretion, change, discontinue, modify, restrict, suspend or terminate the SMB Site or any part of it any time without notice or liability to Company or any other person. We may also, at our discretion and for any reason, terminate these Terms and Conditions of Purchase or Company’s permission to access and use the SMB Site without any notice or liability to Company or any other person.
If Company’s permission to use the SMB Site is terminated for any reason, the remaining terms of these Terms and Conditions of Purchase shall remain in full force and effect. The termination of these Terms and Conditions of Purchase or the revocation of Company’s rights to use the SMB Site, shall not affect the enforceability of any other agreement between Company and SECA.
22. GOVERNING LAW
The laws of the province/territory in Canada in which Company are resident, excluding its conflict of law rules, shall govern these Terms and Conditions of Purchase. These Terms and Conditions of Purchase shall not be governed by the UN Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
Any and all claims, except claims for monies due to SECA, arising out of, or relating to the purchase of product by the purchaser shall be barred unless an action or legal proceeding is commenced within one (1) year after the date the purchaser knew or should have known of the facts giving rise to such claim.
23. INVALIDITY OF PROVISIONS
If any provision or provisions of this agreement shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
24. ENTIRE AGREEMENT
These Terms and Conditions of Purchase constitute SECA’s and Company’s complete and final statement of the parties' agreements and understandings relating to the subject matter of this Agreement, and supersedes any related prior agreements, understandings and discussions, oral or written. SECA reserves the right to change these Terms and Conditions of Purchase at any time, without public notice to users of the SMB Site.