Terms of Use

Effective Date: 2025/October/15

Between:
TFL Advanced Materials Inc. ("TFL", "we", "us", "our") a corporation incorporated under the laws of Canada, with its registered office at 500-1300, 55th Avenue, Lachine, Quebec, Canada – H8T 3J8.

And:
 The user of the www.tfltools.com website (the "Site") and/or the purchaser of its products ("you", "your").

1. Acceptance of Terms

By accessing, browsing, or making a purchase on the Site, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use as well as our Privacy Policy. If you do not agree with these Terms, you must stop using the Site immediately.

2. Intellectual Property Notice

All content on this site, including but not limited to text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and software, is the property of TFL Advanced Materials Inc. or its content suppliers and is protected by Canadian and international copyright and trademark laws. The "TFL Advanced Materials Inc." trademarks and the TFL logo are owned by us.

3. Products and Sourcing

TFL Advanced Materials Inc. is the reseller of all products available on this platform. We source from various reputable suppliers and manufacturers around the world. While we make commercially reasonable efforts to verify the authenticity and legitimacy of the products we source, TFL does not manufacture the products itself.

4. Disclaimer of Warranty and Limitation of Liability for Authenticity

4.1 No Warranty of Non-Infringement: To the maximum extent permitted by applicable law in the Province of Quebec and Canada, TFL Advanced Materials Inc. makes no representations or warranties, express or implied, regarding the non-infringement of any third party intellectual property rights, including, but not limited to, copyrights, trademarks,  industrial designs or patents, by the products sold on this site.

4.2 Limitation of Liability: TFL Advanced Materials Inc., its directors, officers, employees and agents, are not liable for any claims, demands, damages, losses, costs or expenses (including reasonable legal fees) arising out of or in connection with any allegation that any product sold from this site or company infringes the intellectual property rights of any third party.

This includes, but is not limited to, scenarios where a product is alleged to be counterfeit or an unauthorized copy. Your sole remedy if you receive a product that you believe to be counterfeit or infringing is limited to a refund of the purchase price for that specific product, subject to the return and investigation procedures outlined in our Return Policy.

4.3 Consumer Protection Act (Quebec): This limitation of liability applies to the maximum extent permitted by the Consumer Protection Act (CQLR c P-40.1) and other applicable laws in Quebec. Nothing in these Terms of Use is intended to limit or waive any mandatory rights that you may have as a consumer under Quebec law that cannot be limited or waived by contract.

5. Indemnification by the user

You agree to indemnify, defend, and hold TFL Advanced Materials Inc. and its affiliates harmless from and against any and all claims, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of your violation of these Terms of Use or your use of the purchased products in a manner that infringes the intellectual property rights of a third party.

6. Procedure for Reporting Intellectual Property Infringement

TFL Advanced Materials Inc. respects the intellectual property rights of others. If you are a rights holder and believe in good faith that a product sold by us infringes your copyright or trademark, please notify our Designated Agent immediately by sending a written notice containing the following information:

• A physical or electronic signature of the rights holder or authorized person.
• Identification of the copyrighted work or trademark claimed to have been infringed.
• Identification of the allegedly infringing product(s) on our site, with sufficient detail to allow us to locate them.
• Your contact information, including address, phone number, and email address.
• A statement that you have a good faith belief that use of the material is not authorized by the rights owner, its agent, or the law.
• A statement that the information in the notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Send the notice to our designated agent at:
Legal Department - Intellectual Property
TFL Advanced Materials Inc.
500-1300, 55th Avenue, Lachine, Quebec, Canada – H8T 3J8. Email: accts@tflmaterials.com

Upon receipt of a valid notice, TFL will act promptly to remove or disable access to the allegedly infringing product and notify the supplier in accordance with our agreements.

7. Governance Rights and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein. Any legal action or proceeding arising out of these Terms of Use shall be brought exclusively in the courts located in the judicial district of [e.g., Montreal, Quebec], and the parties hereby irrevocably agree to the personal jurisdiction and venue of such courts.

8. Language

The parties have expressly requested that this agreement and all related documents be drawn up in English. The parties have expressly required that this agreement and all related documents be drawn up in the English language.

2. Clause of the supplier/supplier agreement (indemnification and representations)

This clause must be included in every purchase and supply agreement that TFL enters into with its suppliers.

12. Intellectual Property Representations and Indemnification

12.1 Supplier Representation and Warranty. Supplier represents and warrants that: a) Supplier is the rightful owner or is duly authorized to sell the Products to TFL Advanced Materials Inc.; (b) The Products, their design, manufacture, sale and distribution do not and will not infringe, misappropriate or violate any copyright, trademark, patent, trade secret, industrial design or other intellectual property right of any third party anywhere in the world; c) The products are not, and will not, be counterfeits, imitations or grey market goods.

12.2 Indemnification by the Supplier. Supplier shall indemnify, defend, and hold harmless TFL Advanced Materials Inc., its affiliates, directors, officers, and employees from and against any and all claims, liabilities, damages, losses, costs, and expenses (including, without limitation, reasonable legal fees and settlement costs) (collectively, "Losses") arising out of any third-party claim alleging that the Products infringe or misappropriate any intellectual property right. This indemnification obligation includes, but is not limited to, claims related to infringing products, copyright infringement, and trademark infringement.

12.3 Procedure. TFL shall promptly notify the Provider in writing of any such claim. The Provider shall, at its own expense, control the defense and settlement of any such claim; provided, however, that TFL may participate in the defense at its own expense, and that no settlement imposing any liability or obligation on TFL shall be entered into without the prior written consent of TFL.

12.4 Mitigation. In the event of a claim, or if TFL believes that a claim is likely, TFL may, at Supplier's expense: (i) obtain for TFL the right to continue to sell the Products; (ii) replace or modify the products to make them non-infringing; or (iii) if options (i) and (ii) are not commercially feasible, require Supplier to accept the return of the Products and provide TFL with a full refund.

12.5 Insurance. Supplier shall maintain, at its own expense, product liability insurance and errors and omissions insurance, including coverage against intellectual property infringement, with limits of at least [e.g., $2,000,000] per incident and, in the aggregate, naming TFL Advanced Materials Inc. as an additional insured. Proof of insurance must be provided to TFL upon request.

 

 

1. Terms of Use

Effective Date: 2025/October/15

Between:
TFL Advanced Materials Inc. ("TFL", "we", "us", "our") a corporation incorporated under the laws of Canada, with its registered office at 500-1300, 55th Avenue, Lachine, Quebec, Canada – H8T 3J8.

And:
 The user of the www.tfltools.com website (the "Site") and/or the purchaser of its products ("you", "your").

1. Acceptance of Terms

By accessing, browsing, or making a purchase on the Site, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use as well as our Privacy Policy. If you do not agree with these Terms, you must stop using the Site immediately.

2. Intellectual Property Notice

All content on this site, including but not limited to text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and software, is the property of TFL Advanced Materials Inc. or its content suppliers and is protected by Canadian and international copyright and trademark laws. The "TFL Advanced Materials Inc." trademarks and the TFL logo are owned by us.

3. Products and Sourcing

TFL Advanced Materials Inc. is the reseller of all products available on this platform. We source from various reputable suppliers and manufacturers around the world. While we make commercially reasonable efforts to verify the authenticity and legitimacy of the products we source, TFL does not manufacture the products itself.

4. Disclaimer of Warranty and Limitation of Liability for Authenticity

4.1 No Warranty of Non-Infringement: To the maximum extent permitted by applicable law in the Province of Quebec and Canada, TFL Advanced Materials Inc. makes no representations or warranties, express or implied, regarding the non-infringement of any third party intellectual property rights, including, but not limited to, copyrights, trademarks,  industrial designs or patents, by the products sold on this site.

4.2 Limitation of Liability: TFL Advanced Materials Inc., its directors, officers, employees and agents, are not liable for any claims, demands, damages, losses, costs or expenses (including reasonable legal fees) arising out of or in connection with any allegation that any product sold from this site or company infringes the intellectual property rights of any third party.

This includes, but is not limited to, scenarios where a product is alleged to be counterfeit or an unauthorized copy. Your sole remedy if you receive a product that you believe to be counterfeit or infringing is limited to a refund of the purchase price for that specific product, subject to the return and investigation procedures outlined in our Return Policy.

4.3 Consumer Protection Act (Quebec): This limitation of liability applies to the maximum extent permitted by the Consumer Protection Act (CQLR c P-40.1) and other applicable laws in Quebec. Nothing in these Terms of Use is intended to limit or waive any mandatory rights that you may have as a consumer under Quebec law that cannot be limited or waived by contract.

5. Indemnification by the user

You agree to indemnify, defend, and hold TFL Advanced Materials Inc. and its affiliates harmless from and against any and all claims, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of your violation of these Terms of Use or your use of the purchased products in a manner that infringes the intellectual property rights of a third party.

6. Procedure for Reporting Intellectual Property Infringement

TFL Advanced Materials Inc. respects the intellectual property rights of others. If you are a rights holder and believe in good faith that a product sold by us infringes your copyright or trademark, please notify our Designated Agent immediately by sending a written notice containing the following information:

• A physical or electronic signature of the rights holder or authorized person.
• Identification of the copyrighted work or trademark claimed to have been infringed.
• Identification of the allegedly infringing product(s) on our site, with sufficient detail to allow us to locate them.
• Your contact information, including address, phone number, and email address.
• A statement that you have a good faith belief that use of the material is not authorized by the rights owner, its agent, or the law.
• A statement that the information in the notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Send the notice to our designated agent at:
Legal Department - Intellectual Property
TFL Advanced Materials Inc.
500-1300, 55th Avenue, Lachine, Quebec, Canada – H8T 3J8. Email: accts@tflmaterials.com

Upon receipt of a valid notice, TFL will act promptly to remove or disable access to the allegedly infringing product and notify the supplier in accordance with our agreements.

7. Governance Rights and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein. Any legal action or proceeding arising out of these Terms of Use shall be brought exclusively in the courts located in the judicial district of [e.g., Montreal, Quebec], and the parties hereby irrevocably agree to the personal jurisdiction and venue of such courts.

8. Language

The parties have expressly requested that this agreement and all related documents be drawn up in English. The parties have expressly required that this agreement and all related documents be drawn up in the English language.

2. Clause of the supplier/supplier agreement (indemnification and representations)

This clause must be included in every purchase and supply agreement that TFL enters into with its suppliers.

12. Intellectual Property Representations and Indemnification

12.1 Supplier Representation and Warranty. Supplier represents and warrants that: a) Supplier is the rightful owner or is duly authorized to sell the Products to TFL Advanced Materials Inc.; (b) The Products, their design, manufacture, sale and distribution do not and will not infringe, misappropriate or violate any copyright, trademark, patent, trade secret, industrial design or other intellectual property right of any third party anywhere in the world; c) The products are not, and will not, be counterfeits, imitations or grey market goods.

12.2 Indemnification by the Supplier. Supplier shall indemnify, defend, and hold harmless TFL Advanced Materials Inc., its affiliates, directors, officers, and employees from and against any and all claims, liabilities, damages, losses, costs, and expenses (including, without limitation, reasonable legal fees and settlement costs) (collectively, "Losses") arising out of any third-party claim alleging that the Products infringe or misappropriate any intellectual property right. This indemnification obligation includes, but is not limited to, claims related to infringing products, copyright infringement, and trademark infringement.

12.3 Procedure. TFL shall promptly notify the Provider in writing of any such claim. The Provider shall, at its own expense, control the defense and settlement of any such claim; provided, however, that TFL may participate in the defense at its own expense, and that no settlement imposing any liability or obligation on TFL shall be entered into without the prior written consent of TFL.

12.4 Mitigation. In the event of a claim, or if TFL believes that a claim is likely, TFL may, at Supplier's expense: (i) obtain for TFL the right to continue to sell the Products; (ii) replace or modify the products to make them non-infringing; or (iii) if options (i) and (ii) are not commercially feasible, require Supplier to accept the return of the Products and provide TFL with a full refund.

12.5 Insurance. Supplier shall maintain, at its own expense, product liability insurance and errors and omissions insurance, including coverage against intellectual property infringement, with limits of at least [e.g., $2,000,000] per incident and, in the aggregate, naming TFL Advanced Materials Inc. as an additional insured. Proof of insurance must be provided to TFL upon request.