General Terms & Conditions
Valley Indoor Hydroponics and Greenhouse Supplies Online Shopping Terms and Conditions
These Online Shopping Terms and Conditions (“Terms and Conditions”) apply to the ordering, purchase and delivery of Goods from the Online Store, and form a contract between you and Valley Indoor Hydroponics and Greenhouse Supplies c/o 556096 B.C. Ltd (“Valley Indoor”). In these Terms and Conditions, Valley Indoor is also referred to as “We”, “we”, “Us”, “us”, “Our” or “our”.
- Application to Orders
1.1 You will be bound by these Terms and Conditions each time you submit an Order. Each Order you place will be a separate contract between you and Valley Indoor for the supply of Goods.
1.2 The https://www.valleyindoor.com website is able to accept Orders only from Canada, the contiguous United States of America (excluding in any event Alaska, Hawaii, Puerto Rico, Guam and any other territories under the control of the United States of America). If you are outside of these areas and wish to place an Order, please contact us at 1-877-702-1169 or through the “contact us” form at https://www.valleyindoor.com/service/.
1.3 You may place Orders from Valley Indoor if you are aged 18 years or older, and have an active email account and telephone number at which you can be contacted. By placing an Order you represent, warrant and covenant that you are aged 18 years or older.
1.4 By submitting an Order on https://www.valleyindoor.com, you represent and warrant that all personal information you have entered for the Order is valid. Valley Indoor will not be liable to you for loss you or any third party suffers for any delay or failure to process your Order or deliver Goods due to inaccurate or incomplete details provided in an Order.
1.5 Valley Indoor will issue an e-mail notifying you when your Order has been shipped. This shipping notification will constitute our acceptance of your Order. An order to purchase Goods will be processed by us Monday through Friday between 9:30 am to 5:30 pm PST, excluding all statutory holidays, or as otherwise noted on our Online Store website.
1.6 You represent, warrant and covenant that you are who you say you are, and that the Goods shall not be resold, leased, loaned, distributed, redistributed or reproduced in any way. You shall indemnify and hold harmless Valley Indoor and its affiliates for all costs, losses and liabilities arising from any breach by you of this Section 1.6.
1.7 From time to time, Valley Indoor restricts or limits the quantity of Goods that can be purchased in an Order or during a particular period of time or per person or per address. Any quantity restrictions will be stated on the Online Store, or in materials about the relevant promotion, or otherwise advised to you.
1.8 If you place consecutive or separate Orders, we cannot consolidate your Orders. A separate shipping and handling fee, if applicable, may apply to each Order.
1.9 Valley Indoor reserves the right to accept, reject or cancel your Order for any reason at any time. If Valley Indoor rejects your Order you will receive a refund of any money paid to Valley Indoor with respect to such Order.
2.1 From time to time, some Goods may be out of stock or are unavailable and we may not be able to fulfil all or part of your Order. If only some of the Goods under the Order are out-of-stock, you will be offered the opportunity to remove the out-of-stock items from your Order and receive the in-stock items only, or to cancel your entire Order. With respect to the portion of an Order that is cancelled by you or Valley Indoor pursuant to this Section 2.1, we will refund you the price paid for the Goods that are so cancelled. With respect to Special ordered Goods, refund conditions will differ.
2.2 We may withdraw or suspend from sale any Good displayed on the Online Store, either temporarily or permanently, at any time. Valley Indoor will not be liable to you for any loss you or any third party suffer as a result of a withdrawal or suspension of sale of a particular Good.
2.3 Where a Good which is the subject of an Order has been withdrawn or suspended from sale and your payment for the Good has already been processed, we will refund any applicable money paid to us in accordance with the refund provisions in Sections 5 and 6 below.
2.4 Valley Indoor reserves the right not to honour any incorrect offers represented on the Online Store made by human or system error. Where your Order is affected by an error on the Online Store (for example, in a description, an image, price or otherwise), we will reject that part of the Order affected by the error. You will be refunded the value of that part of your Order affected by the error, pursuant to Sections 5 and 6 below, and Valley Indoor will fulfil the remainder of your Order.
2.5 You acknowledge and agree that: (a) all pictures and images of Goods displayed are for illustrative purposes only and may differ from the actual product; (b) due to differences in display screens (monitors, televisions, mobile phones, tablets, and other display devices) and how pictures and images may be displayed on a display screen, actual colours of products in physical form may appear different to those shown on the site; (c) any accessory featured with the Goods is for illustrative purposes only, and may be sold separately; and (d) where we provide dimensions and measurements in the description of a Good, the dimensions may vary slightly in real life, and it is your responsibility to ensure that the actual size of each Good is suitable for your purpose prior to submitting your Order (including whether there is appropriate and safe access to your Delivery Address for delivery of the Good).
- Price and Payment
3.1 All checkout Prices for Orders shipping to the U.S. are in Canadian dollars. All checkout Prices for Orders shipping to Canada are in Canadian Dollars. Cart Prices do not include shipping, handling, or taxes, which shall be charged on all Orders as applicable and will be indicated at the time you place an applicable Order.
3.2 In the event a Good is listed at an incorrect price due to typographical or other error in pricing on our Online Store, we have the right to refuse or cancel any Orders placed for the applicable Goods listed at the incorrect price whether or not any such Order has been confirmed or accepted and your credit card charged. If your credit card has already been charged for the purchase and your Order is cancelled, we will issue a credit to your credit card account in the amount of the incorrect price.
3.3 Valley Indoor reserves the right to change or alter prices without notice to you. If you have already submitted an Order at a particular price, we will supply your Goods at that price (unless your Order is affected by a pricing error or is otherwise cancelled or refused pursuant to these Terms and Conditions).
3.4. Payment methods are specified on the Online Store or at the time you place your Order. They may include credit or debit card via PayPal, and Interac e-Transfer. US customers may pay by credit card via PayPal only. For payments made by PayPal, such transactions are subject to PayPal’s user agreement and these Terms and Conditions. If paying by credit card and we do not receive payment from your credit card issuer or its agent, you agree upon our demand to pay all amounts due. We will not be responsible for any unauthorized amounts billed to your credit card by a third party including the credit card company or any other entity. Payments made by Interac e-Transfer must be sent to [email protected] and must reference our e-Commerce invoice number included within order confirmation. All Interac e-Transfer orders will be held until payment has been successfully processed. Failed or denied payments will not be processed and the transaction will not convert to an active Order. We reserve the right to refuse or deny transactions that we believe are in violation of these Terms and Conditions.
3.5. Any payment for an Order must be cleared by Valley Indoor before Goods are dispatched. If your payment cannot be processed, your Order will be rejected and you will be notified of this on the Online Store or via email. If a credit card payment cannot be processed you should contact your card issuer to try to resolve the problem, or use an alternative payment method.
3.6. In paying or attempting to pay for Goods, you represent, warrant and covenant that you have not engaged in any fraudulent conduct, misleading conduct or contravened any Law.
3.7 In paying or attempting to pay for Goods, you represent, warrant and covenant that you will abide by all applicable Law and that Goods will only be used in a lawful manner and only for a lawful purpose.
3.8 You acknowledge and agree that you are responsible for self-assessing and remitting sales and use tax on any purchases made through or from Valley Indoor or any of its affiliates. You acknowledge and agree that you are responsible for any customs charges or duties that may also apply to your purchase. You shall indemnify and hold harmless Valley Indoor and its affiliates for all costs, losses and liabilities arising from any failure by you to properly self-assess and remit sales and use tax, or any failure to pay customs or duties on any such purchases.
- Shipment and Delivery
4.1 Unless otherwise indicated at the time of ordering or by subsequent notification from us, shipments will be made via a carrier that we select, or if we give you a choice of shipping method, the carrier that you select from the choices we offer. If you choose an expedited delivery service, an additional charge may be imposed at the time of your Order. If your Order is accepted and the items selected are in-stock, your Order will normally ship within the time indicated on our Online Store. All ship and delivery dates specified on our Online Store (if any) are estimates only and are subject to change. We do not guarantee delivery dates, and we are not responsible for delays by the carrier. Risk of loss and title to ordered items pass to you upon delivery to the shipping carrier.
4.2 Where local pickup is selected as the shipment method, pickup of the Order is your responsibility. Valley Indoor will only guarantee availability of the Goods for 30 days after you receive notification that your Order is ready for pickup. You are required to provide identification at the time of pickup that is consistent with your Order details. If you wish to send an agent for pickup, you are required to make an arrangement with Valley Indoor prior to pickup.
- Order Cancellations, Returns, Refunds and Additional Charges
5.1. Unless provided for under these Terms and Conditions or as otherwise agreed to in writing by Valley Indoor, no cancellations or changes to Orders will be accepted, and the Goods will be delivered to the Delivery Address in an Order. You must carefully check that your Order is accurate before you submit it. Goods may only be returned where permitted under the Returns Policy set out in Section 6, below.
5.2 Once an Order has been submitted, you will not be able to modify or cancel it online. Please contact Us if you wish to make a change after Order submission, and We will see what We can do to accommodate your request provided that your Order has not already been readied for shipment. We reserve the right to charge a restocking fee equivalent to 20% of your Order or more with respect to any changes made at your request or behest to an Order after Order submission.
5.3. Shipping, handling and other delivery fees will only be refunded pursuant to the Returns Policy (see Section 6, below) and in any event will not be refunded if (a) you return Goods that were in good condition when shipped to you or you made an incorrect selection, including if you ordered the incorrect size, colour, quantity, function or type of Goods; (b) you select or request the wrong delivery requirements; (c) attempts by our shipper to deliver the Goods to the address that you provide in the Order are unsuccessful after two attempts; (d) due to your absence at the delivery address or due to incorrect delivery information in the Order that you place, redelivery charges, consignment charges or reconsignment charges arise; (e) our shipper has to wait more than 15 minutes at the delivery address in an effort to deliver the Goods because (i) you do not promptly appear when our shipper attempts to make delivery, or (ii) you fail to ensure it is reasonable and safe to deliver the Goods at the delivery address, or (iii) the delivery information in the Order that you place is incorrect; or (f) tailgate charges arise when a proper dock is not available at the delivery location.
5.4 We reserve the right to charge you additional shipping fees, handling fees, storage fees, tailgate fees, delivery fees, redelivery fees, consignment fees, reconsignment fees and service fees that arise and as we consider appropriate if any of the following occur:
(a) you select or request the wrong delivery requirements;
(b) attempts by our shipper to deliver the Goods to the address that you provide in the Order are unsuccessful after two attempts;
(c) due to your absence at the delivery address, unsuccessful delivery attempts or incorrect delivery information in the Order that you place, redelivery charges, storage charges or reconsignment charges arise;
(d) our shipper has to wait more than 15 minutes at the delivery address in an effort to deliver the Goods because (i) you do not promptly appear within 15 minutes when our shipper attempts to make delivery, or (ii) you fail to ensure it is reasonable and safe to deliver the Goods at the delivery address, or (iii) the delivery information in the Order that you place is incorrect;
(e) tailgate charges arise when a proper dock is not available at the delivery location; or
(f) additional services are required for us to deliver the Goods because (i) you fail to ensure it is reasonable and safe to deliver the Goods at the delivery address, or (ii) the delivery information in the Order that you place is incorrect.
5.5. Goods can only be returned in accordance with these Terms and Conditions (including the Returns Policy in Section 6, below).
5.6. Where applicable under the Returns Policy, Valley Indoor will process any refunds within a commercially reasonable time of agreeing to do so.
5.7 If you have a question about your order, please email us at [email protected] and reference your order number.
- Returns Policy
6.1 If you would like to return or exchange a phone or online order, please login or register for an account, and create a ticket which We will use to respond to you and provide you with further instructions. You will receive a return authorization number which is required to complete the return. Please be prepared to provide all necessary information which We may request, including your full name, address, contact information, order number, invoice number, tracking number or part number.
6.2 Goods may be returned within 14 days of receipt with a return authorization number and satisfactory proof of purchase, provided that the Goods: (a) are in saleable condition, (b) are intact with all original, sealed packaging and tags attached along with a copy of the packing slip, and (c) are not subject to the exclusions listed in Section 6.3, below. If you are unable to provide satisfactory proof of purchase or if you do not have a return authorization number, Valley Indoor at its absolute discretion reserves the right not to offer a refund. Returns which are deemed, at Valley Indoor’s sole discretion, to be in whole or in part due to fault on your part, are subject to a 20% restocking fee and return shipping at your expense. Valley Indoor is not required to provide you with a copy of your original receipt to facilitate a refund, insurance or warranty claim.
6.3 Goods not eligible for return: (a) custom Goods, built-to-order Goods or special order Goods; and (b) Goods where stated as final sale by Valley Indoor at the time of invoice. If you are unsure whether the Goods you are purchasing are custom Goods, built-to-order Goods or special order Goods, you may inquire with Us, although you acknowledge and agree that such types of Goods are not eligible for return under our Returns Policy whether or not make any such inquiries. For avoidance of any doubt, built-to-order Goods are Goods for which you select one or more optional, predetermined features that we offer for those Goods, whereas custom Goods are Goods for which you request one or more custom modifications, where those custom modifications are not predetermined features that we offer for those Goods.
6.4 Where merchandise is purchased with a gift or bonus offer, including a bonus gift card, the gift or bonus must also be returned (unless otherwise stated). If you are unable to return the gift or bonus or it is not in saleable condition, the value of any available refund will be reduced by the value of the gift or bonus. Where a bonus gift card has been fully or partially redeemed, the amount redeemed will be deducted from any available refund under this Section 6. In the instance of bundle offers, all items within the bundle must also be returned or the value of the unreturned items will be deducted from any available refund.
6.5 You may be asked to present photo identification so that we can record your name, identification type, identification number and expiry date and verify your signature. Acceptable identification must also include your full name with a future expiry date.
6.6 If we shipped the wrong item to you by mistake, please contact Us and we will re-ship the correct item at no additional cost.
- Warranty Policy
7.1 Goods sold by Valley Indoor may be subject to the respective manufacturer’s warranty. However, Valley Indoor itself does not provide any guarantee or warranty with respect to the Goods including the condition, quality or saleability of Goods sold to you. We may elect at our sole discretion to warrant Goods sold to you following our evaluation and review of the Goods, but we will only warrant such Goods if we expressly agree to do so under a separate written communication issued by us with respect to the applicable Goods. If you believe that Goods received by you have a defect that may be subject to warranty, you may contact Us for further information at 877-702-1169 (Canada) and 604-701-1169 (U.S.), e-mail [email protected], or create a ticket through your registered account. Valley Indoor will not refund or return any amount until such time as the Goods have been determined by Us to be defective, warrantable by the manufacturer or by Us, and payable by Us. This provision does not extend or renew the original warranty period of any Goods that have been repaired or replaced by Valley Indoor. Goods used in the manufacturing of illegal substances will not be accepted for a warranty return by Valley Indoor.
- Acceptable Use Policy
8.1 You agree to use the Online Store and any features provided in connection therewith, in a responsible manner that is in full compliance with these Terms and Conditions, and with applicable Law. You shall not, and you agree not to use the Online Store or any of its features to:
- post or transmit any material which (i) violates or infringes in any way upon the rights of others, (ii) is unlawful, threatening, abusive, defamatory, hurtful, invasive of privacy or publicity rights, vulgar, obscene, hateful, profane or otherwise objectionable, or (iii) contains or links to software viruses or any other computer code, files or programs designed to (or that operates to) interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or otherwise interfere with or disrupt the Online Store or its order processing system;
- use or attempt to use another person’s personal information, or impersonate another person or entity;
- remove, circumvent, disable, damage or otherwise interfere with any access control or security-related features of the Online Store, or any third party account related to the Online Store;
- advertise or perform any commercial solicitation, including, but not limited to, the solicitation of other users;
- copy, mirror, alter, disassemble, decompile, create derivative works based on, or reverse engineer the Online Store content or any portion thereof;
- engage in practices such as “screen scraping”, “database scraping” or “automated form filling” to retrieve, test or obtain lists of users, orders or other information generated or processed by or stored via the Online Store or any account related thereto;
- remove, modify or alter any Valley Indoor copyright, trademark or other proprietary rights notices from any subject matter or content, or upload, post or otherwise make available on or through the Online Store and/or any forum related thereto any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right;
- sell, resell, license, sublicense, rent, lease, lend, market, transfer, assign, distribute, offer in a service bureau, time share, or otherwise part with or make available to any third party, in whole or in part, any part of the Online Store;
- carry out any act that is illegal or unlawful; or
- harass, bully, defame, threaten, harm or injure any individual or entity.
- Privacy; Cookies
9.2 We may also collect, and our third party providers of advertisements and content may collect, location and other information including the URL you came from or linked to, IP address, browser type, and pages you visited from the Online Store.
9.3 Unless otherwise indicated at the time you place your Order, we may send you marketing information.
9.4 Valley Indoor reserves the right to conduct and implement fraud detection processes, including without limitation to validating your credit card details.
- Risk and Liability
10.1 You agree to indemnify, defend and hold Valley Indoor and its partners, attorneys, staff, advertisers, product and service providers, and affiliates harmless from and against any and all liability, loss, damage, claim, cost and expense, including reasonable attorney's fees, arising out of or related to: (i) your breach of these Terms and Conditions; (ii) your use of the Online Store; (iii) any action taken by Valley Indoor as part of its investigation of a suspected violation of these Terms and Conditions; and/or (iv) your violation of any third party intellectual property or other rights in relation to your use of the Online Store. Valley Indoor reserves the right, subject to indemnification by you, to assume the exclusive defence and control of any matter initially subject to your defence, indemnification and hold harmless obligations herein, and you shall not in any event settle any matter without the prior written consent of Valley Indoor .
10.2 THE ONLINE STORE, ANY RELATED SERVICES, THE INFORMATION AVAILABLE FROM OR THROUGH THE ONLINE STORE OR US, AND (EXCEPT FOR THE LIMITED WARRANTY SET OUT IN SECTION 7) THE GOODS ARE PROVIDED "AS-IS," "AS AVAILABLE," AND ALL WARRANTIES, PROMISES, REPRESENTATIONS, AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR ANY PURPOSE). ALL SUCH WARRANTIES, PROMISES, REPRESENTATIONS, AND GUARANTEES ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. INFORMATION MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. VALLEY INDOOR DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE ONLINE STORE, OR ANY RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT INFORMATION AVAILABLE THROUGH ANY OF SAME WILL BE ACCURATE OR ERROR-FREE, OR THAT THE GOODS, THE ONLINE STORE AND/OR RELATED SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND VALLEY INDOOR DISCLAIMS ANY LIABILITY RELATING THERETO. YOU AGREE THAT, FROM TIME TO TIME, VALLEY INDOOR MAY TAKE DOWN OR REMOVE THE ONLINE STORE OR ANY FUNCTIONALITY THEREOF, FOR INDEFINITE PERIODS OF TIME, OR CANCEL RELATED SERVICES OR ANY OF THEM AT ANY TIME, WITHOUT NOTICE TO YOU.
10.3 VALLEY INDOOR AND ITS AFFILIATES, SUPPLIERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES DISCLAIM ALL LIABILITY ARISING FROM ANY UNLAWFUL USE OF GOODS PURCHASED BY YOU.
10.4 You shall be liable for any and all losses, costs, damages and expenses whatsoever which we, and our directors, officers, employees, agents or other representatives, may suffer, sustain, pay or incur by reason of any matter or thing arising out of or in any way attributable to the acts or omissions of you in relation to these Terms and Conditions and/or any Order to the extent caused by your negligence or wilful or wanton misconduct.
10.5 You agree that we, and our directors, officers, employees, agents or other representatives, will not be liable for any direct, special, incidental, indirect, or consequential damages of any kind, or for any damages whatsoever resulting from or relating to: (1) suspension, loss or interruption of the Online Store or related services; (2) your use of the Online Store or related services; (3) interruption of the Online Store or related services; (4) loss or liabilities resulting from acts or events beyond our control; (5) data non-delivery, mis-delivery, corruption, destruction or other modifications; or (6) damages or consequences arising from or related to the inappropriate or unauthorized use of the Goods, the Online Store or related services.
10.6 IN ADDITION TO OTHER LIMITATIONS AND EXCLUSIONS IN THESE TERMS AND CONDITIONS, IN NO EVENT WILL WE OR OUR AFFILIATES, SUPPLIERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, THAT MAY RESULT FROM YOUR USE OF OR INABILITY TO USE THE GOODS, THE ONLINE STORE OR ANY RELATED SERVICES, THE LOSS OF DATA, PERFORMANCE OR NON-PERFORMANCE OF THE GOODS, THE ONLINE STORE OR RELATED SERVICES, AND/OR THE PROVISION OF OR FAILURE TO PROVIDE GOODS, THE ONLINE STORE OR RELATED SERVICES, IN ALL CASES WHETHER OR NOT VALLEY INDOOR HAS BEEN ADVISED OF THE POSSIBILITY OF SAME.
10.7 OUR TOTAL, MAXIMUM AGGREGATE LIABILITY AND THE TOTAL, MAXIMUM AGGREGATE LIABILITY OF VALLEY INDOOR’S REPRESENTATIVES, ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS (REGARDLESS OF THE FORM OF ACTION OR CLAIM, E.G., CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY) IS LIMITED TO THE FOLLOWING: FOR THE FIRST 90 DAYS AFTER THE GOODS HAVE BEEN ORDERED, THE PRICE OF THE GOODS PAID BY YOU AND RECEIVED BY US, AND THEREAFTER FIVE DOLLARS ($5) CANADIAN.
10.8 THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE CANCELLATION OR TERMINATION OF THESE TERMS AND CONDITIONS, ANY ACCOUNT, OR YOUR ABILITY OR RIGHT TO USE THE ONLINE STORE. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY TO APPLY TO YOU, THE FOREGOING LIMITATIONS AND EXCLUSIONS WILL APPLY TO YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
11.1. We may, at our discretion, terminate the agreement for the supply of Goods to you: (a) for convenience, at any time, on giving notice to you; or (b) immediately if you have breached these Terms and Conditions.
11.2 Upon termination of these Terms and Conditions for any reason, Sections 9, 10, 11.2, 13, 14, 15, 17, 18 and 19 shall survive and remain in effect.
- Electronic Communications; Changes to these Terms and Conditions
12.1 When you visit our Online Store or related websites, place an Order or send e-mails to us, you are communicating with us electronically, and you consent to receive communications from us electronically. We will communicate with you by e-mail or telephone. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
12.2 Valley Indoor may, at any time and from time to time at its sole discretion, update, revise, supplement, replace, correct and/or otherwise modify these Terms and Conditions (the “Revised Terms and Conditions”) in connection with any new or future Orders or use of the Online Store by posting the Revised Terms and Conditions on the Online Store or otherwise making those Revised Terms and Conditions available to you (including, at our discretion, by email to you) prior to new or future Orders or any further or new use of the Online Store. Such Revised Terms and Conditions will be effective immediately upon being posted to the Online Store or by Valley Indoor otherwise communicating them to you (as the case may be). Any existing Orders for Goods will continue to be governed by the version of these Terms and Conditions in existence at the time such Orders were placed by you via our Online Store. Any continued use of the Online Store and/or related services following such posting of the Revised Terms and Conditions to the Online Store or Valley Indoor otherwise communicating them to you, will be deemed to constitute acceptance of the Revised Terms and Conditions for all further, continuing and/or new uses of the Online Store and/or related services.
- Intellectual Property Rights
13.1 The Online Store contains proprietary information and material that is owned by Valley Indoor, its subsidiaries, affiliates and/or licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. Without limiting the foregoing, the content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Online Store, all information stored on and made available through the Online Store, including Valley Indoor ’ domain name, and all documents, reports, forms, graphics, graphs, and other materials created or made available through the Online Store and/or related services (collectively, the “Web Content”), are protected under applicable copyright, trademark and other proprietary (including but not limited to intellectual property) rights. You acknowledge and agree that you will not use such proprietary information, materials or Web Content in any way whatsoever except for proper, lawful use of the Online Store in compliance with these Terms and Conditions.
13.2 The Online Store contains trademarks, service marks, logos, icons and trade-names that are the property of Valley Indoor (collectively, the “Valley Indoor Trademarks”) or such other party as is indicated with respect to that trademark, service mark, logo, icon, or trade-name.
13.3 All rights in the Online Store, the Web Content and the Valley Indoor Trademarks are reserved worldwide and the copying, redistribution, use or publication by you of any such Web Content or any part of the Online Store is strictly prohibited. It is strictly prohibited to retain, distribute, or use any portion of the Online Store or Web Content except as expressly allowed in these Terms and Conditions. Valley Indoor and its suppliers maintain all moral rights in and to all Web Content. Valley Indoor reserves all intellectual property rights in the Goods.
13.4 You shall not (and shall not allow or otherwise engage any third party, user, employee or contractor to): (a) analyze, reproduce, replicate, modify, disassemble, reformulate, create derivative products or formulations from or otherwise reverse engineer the Goods (or any part or component of the Goods) or attempt to reconstruct, create or recreate, derive or discover any aspect, underlying ideas, composition, or constituent elements of the Goods or any other product, formulation, creation or invention of Valley Indoor by any means whatsoever; (b) distribute, sell, sublicense, rent, lease, lend or use any know-how, trade secrets, product information or any information of Valley Indoor, whether alone or in combination with any other product or service to any person or entity, whether on a fee basis or otherwise; (c) remove, erase, obscure or tamper with any product identification, proprietary copyright, trademark, service mark, or other notices, seal or instruction label printed or stamped or affixed to, or encoded, recorded on or contained in the Goods, or fail to preserve all copyright and other proprietary notices on all Goods and associated documentation; (d) combine or merge the Goods, or any part of the Goods (or any other product of Valley Indoor ) with or into any other product, formulation, substance, machine, or otherwise; or refer to or otherwise use the Goods as part of any effort to develop products or other goods having any functional or sensory attributes or other features similar to those of the Goods to compete with Valley Indoor , except to the extent expressly authorized in writing by Valley Indoor; (e) disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Goods (or any other product or creation of Valley Indoor ); (f) utilize any equipment, device, software, or other means designed to analyze or discover any information or characteristic of the Goods, including the composition of the Goods; (g) use the Goods to develop a product which is competitive with any Goods; or (h) misrepresent, mischaracterize, misdescribe, or make any other false or misleading communication with respect to the Goods, including with respect to the ingredients or constituent elements of the Goods.
13.5 These Terms and Conditions do not grant either party the right to use the other party’s trademarks. A party’s trademarks shall remain the property of that party.
- Third Party Content
- Advertising and Promotions
15.1 The Third Party Content may include advertising or promotional material of third parties and Valley Indoor may in its discretion advertise Valley Indoor products or services or make available advertisements and promotions through the Online Store or Web Content. All such advertising and promotions are subject to availability and are made available on an “as-is” basis without warranty or representation of any kind. With respect to any third party advertising, Valley Indoor reserves the right to add or remove advertising to or from the Online Store and/or related services in its discretion, for any reason or without reason, and without specific notice to you. With respect to any advertising or promotion of or relating to any product or service of Valley Indoor, Valley Indoor reserves the right to amend, modify, extend or cancel any such advertising or promotion in its discretion and without specific notice to you.
- Limited Right to Use
16.1 You may use the Online Store and Web Content for the sole purpose of accessing and using the Online Store and the services we offer to you therein. You acknowledge and agree that you will not use Valley Indoor proprietary information, materials or Web Content in any way whatsoever except in compliance with these Terms and Conditions. The download, retention, use, publication, copying, or redistribution by you of any such Web Content is strictly prohibited, and you do not acquire ownership rights to any Web Content or Valley Indoor Trademarks or other materials viewed or accessed through the Online Store.
- Submitted Content
18.1 These Terms and Conditions are to be governed by and construed in accordance with the laws of the Province of British Columbia, without giving effect to its conflict of laws rules. All disputes arising out of or in connection with these Terms and Conditions, or in respect of any defined legal relationship associated herewith or derived therefrom, shall be referred to and finally resolved by arbitration in accordance with the arbitration rules of the Vancouver International Arbitration Centre (the “Arbitration Authority”) pursuant to its applicable rules. The appointing authority shall be the Arbitration Authority. The case shall be administered by the Arbitration Authority in accordance with its arbitration rules. The place of arbitration shall be Vancouver, British Columbia or, if agreed to between the parties, any other location in the province of British Columbia. The arbitration shall be held in English. The decision of the arbitrator shall be final and binding on the parties. The provisions of this paragraph shall not preclude or prevent a party from seeking or obtaining injunctive or similar relief to obtain or preserve its rights under these Terms and Conditions, at law or otherwise.
The parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods and the British Columbia Sale of Goods Act, as amended, replaced or re-enacted from time to time.
18.2 These Terms and Conditions constitute the entire and only agreement between Us and You, and supersede all prior or contemporaneous agreements, representations, warranties and understandings with respect to the subject matter hereof.
18.3 Any modification or variation of these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable and of no force or effect unless expressly agreed to in writing by Valley Indoor.
18.4 Any cause of action by you arising under or in relation to these Terms and Conditions or the subject matter hereof must be instituted within one (1) year after the cause of action arose or shall be forever waived and barred.
18.5 You acknowledge and agree that you have not relied on any statement, promise or representation made or given by or on behalf of Valley Indoor which is not set out in these Terms and Conditions.
18.6 No remedy conferred upon or reserved in our favour under these Terms and Conditions will exclude any other remedy so conferred or reserved or existing at law or in equity but each will be cumulative and in addition to every other remedy given under these Terms and Conditions or existing at law or in equity.
18.7 Should any part of these Terms and Conditions or the application thereof to any person or circumstances, to any extent, be held invalid or unenforceable, that portion shall be modified so as to be enforced to the fullest extent permitted at law and the remaining portions, or the application of such part to persons or circumstances other than those in respect of which it is held invalid or unenforceable, shall not be affected thereby and each part of these Terms and Conditions shall be separately valid and enforceable to the fullest extent permitted by law.
18.8 No agency, partnership, joint venture or franchise relationship is implied, intended or created by these Terms and Conditions, or the provision of any Goods or services.
18.9 Our failure to enforce or insist upon strict compliance with any provision of these Terms and Conditions shall not be deemed a waiver of such provision nor of the right to enforce such provision.
18.10 You acknowledge and agree that any unauthorized use or disclosure (by You or any third party) of any of Valley Indoor’s Goods, or other creations, trade secrets and any information pertaining thereto (including any of the prohibited activities outlined in Section 13) is likely to cause irreparable harm to Valley Indoor . Therefore, in the event of such unauthorized disclosure or use, Valley Indoor shall be entitled to obtain injunctive relief, without prejudice to any other rights it may have hereunder or at law or in equity.
18.11 The language in all parts of these Terms and Conditions shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the parties hereto. Any rule of construction that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of these Terms and Conditions. Each of the terms “including”, “include” and “includes”, when used in the Contract, is not limiting whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto.
18.12 The division of these Terms and Conditions into Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of these Terms and Conditions. Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders.
18.13 No assignment shall be made, in whole or in part, by you of an Order or these Terms and Conditions or any rights or obligations thereunder, without the prior written consent of Valley Indoor.
18.14 Valley Indoor shall not be liable for any failure of or delay in the performance of any Order or these Terms and Conditions for the period that such failure or delay is due to fire, flood, explosion, lightning, windstorm, earthquake, pandemic, epidemic, subsidence of soil, discontinuity in the supply of power, war, governmental interference, civil commotion, riot, terrorism, strikes, labour disturbance, failure or destruction, in whole or in part, of machinery or equipment or failure of supply of materials, transportation difficulties, labour shortage, or any other cause beyond the reasonable control of Valley Indoor (each a “Force Majeure event”). Valley Indoor will post on the Online Store website or send you an email notifying you of the occurrence of any Force Majeure event. In the event of a shortage or anticipated shortage of supplies, utilities or materials affecting the production, shipment or delivery of Goods and/or services caused by any of the above mentioned Force Majeure events, Valley Indoor will, subject to our sole discretion, (i) allocate our resources for use in Valley Indoor production facilities as we see fit, and (ii) allocate Goods and/or services among buyers in a manner and order that we see fit. The allocations made by Valley Indoor shall be conclusive and binding upon you, and may take into account reservations of capacity purchased by other customers. Valley Indoor shall not be obliged to make-up any deficiencies hereunder due to any such Force Majeure event.
18.15 The parties acknowledge that they require that these Terms and Conditions be drawn up in the English language only. Les parties reconnaissent qu’elles ont exigé que la présente convention soit rédigée en langue anglaise seulement.
For the purposes of these Terms and Conditions, the following terms shall have the following meaning:
“Delivery Address” means the address to which the Goods are to be delivered, as stated in an applicable Order.
“Goods” means the goods offered for sale on the Online Store.
“Online Store” means Valley Indoor ’s online store for the purchase of Goods by consumers.
“Order” means a request by you to purchase Goods from Valley Indoor placed via the Online Store, which request is placed by you using the ordering form provided by or on the Online Store.
“Law” means any and all applicable laws, statutes, rules, regulations, orders, judgments, injunctions, ordinances or other pronouncements of any governmental authority having the binding effect of law.
“Price” means the purchase price of the Goods as specified on the Online Store.
“Returns Policy” has the meaning assigned in Section 6 of these Terms and Conditions.
“You” or “you” means you as the purchaser of Goods from Valley Indoor via the Online Store, and “your” or “Your” have corresponding meanings.
Last Updated: 15 October 2021