Terms and Conditions
This Web Site ("Site") is provided by ARBOC Specialty Vehicles, LLC (the "Company"), a subsidiary of NFI Group Inc. ("NFI"), and is provided solely for informational purposes only in order to provide the Site visitor with information concerning the Company and/or NFI and their respective products and services. By accessing the Site or downloading its content, you agree to abide by the terms and conditions set forth in this legal notice (Notice). If you do not agree to abide by these terms and conditions, do not access the Site or download its content.
Caution About Forward-Looking Statements
The Site may contain forward-looking statements relating to expected future events and financial and operating results of the Company, NFI and/or its affiliates that involve risks and uncertainties. Actual results may differ materially from management expectations as projected in such forward-looking statements for a variety of reasons, including market and general economic conditions and the risks and uncertainties detailed from time to time in the documents filed by NFI with the Canadian securities regulatory authorities. Due to the potential impact of these factors, NFI and the Company disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law.
The Company and NFI do not assume any duty of disclosure beyond that which is required by applicable law. For NFI’s investor disclosure documents, please see NFI’s filings made with the Canadian securities regulatory authorities at www.sedar.com.
Subject to the terms and conditions set forth in this Notice, the Company grants you a non-exclusive, non-transferable, personal, limited and revocable license to access and use this Site and the content, information and materials located on this Site (the “Material”). You agree not to interrupt or attempt to interrupt the operation of the Site in any way.
The license granted by the Company authorizes you to view and download the Material only for your personal and non-commercial use. This authorization is not a transfer of title in the Material or copies of the Material and is subject to the following restrictions:
- you must retain, on all copies of the Material downloaded, all copyright and other proprietary notices contained in the Material;
- you may not modify the Material in any way or reproduce or publicly display, perform, or distribute or otherwise use the Material for any other informational product or service or for any public or commercial purpose;
- you must not transfer the Material to any other person unless you give them notice of, and they agree to accept, the terms and conditions of this Notice.
You agree to abide by all additional restrictions displayed on the Site as it may be updated from time to time without notice to you. This Site, including all Material, is protected by copyright, including international copyright laws and treaty provisions. You agree to comply with all copyright laws worldwide in accessing the Site and to prevent any unauthorized copying of the Material. Any copying, republication or redistribution of any part of the Site or Material, including by caching, framing or similar means, is expressly prohibited without the prior written consent of the Company.
All brand, product and company names and logos and trade-marks displayed on the Site or used in connection with the Site Materials are the trade-marks of the Company, NFI and/or their affiliates or other applicable third parties. Any use of any of the names or trade-marks appearing on the Site or in connection with the Materials without the express written consent of the Company or the owner of the trade-mark, as applicable, is strictly prohibited.
Except as expressly provided herein, the Company and NFI do not grant any express or implied right to you under any of their respective patents, trademarks, copyrights or trade secret information and all right, title and interest (including all intellectual property and other proprietary rights and interests) in and to the Site and the Material and all technology, software and materials forming part of or contained on or available through or from the Site is the sole and exclusive property of the Company, NFI or their licensors, as applicable.
The Company is committed to the protection of its intellectual property, including without limitation its patents, design registrations, trademarks, copyrights, and trade secrets.
The Company’s products and methods of manufacture are protected by patents and patent applications in the United States, Canada and Mexico. In addition, the Company products are the subjects of issued/registered and pending design applications in the United States, Canada and Mexico. The Company’s patent and design portfolio is active and expanding.
All brand, product and company names and logos and trade-marks displayed on this Site or used in connection with the Site Materials are the trade-marks of the Company, NFI or their affiliates or applicable third parties. Any use of any brands product or company names, logos, or trade-marks appearing on the Site or in connection with the Materials without the express written consent of the Company, NFI or their affiliates or the owner of such brands, product, or company names, logos or trade-marks, as applicable, is strictly prohibited.
Unsolicited Idea Policy
The Company or its employees do not accept or consider unsolicited ideas, including ideas for new or improved products or technologies, product enhancements, processes, materials, marketing or advertising plans or new product names. Please do not submit any unsolicited creative ideas, suggestions, inventions, original artwork or other works (a “submission”) in any form to the Company or any of its employees. The sole purpose of this policy is to avoid potential misunderstandings or disputes when the Company’s products or marketing strategies might seem similar to ideas submitted to the Company. Important: If, despite our request that you not send us a submission, you still send them to us, then, regardless of what your letter to us says, the following terms shall apply to your submission: You agree that:
- there is no obligation for the Company to review your submission;
- the Company may use or redistribute your submission and its contents for any purpose and in any way whatsoever and without any compensation whatsoever to you; and
- the Company has no obligation to keep, and makes no assurances that it will treat, your submission, or any part of it, as confidential or proprietary. Questions about our unsolicited idea policy should be directed to Legal@newflyer.com.
THE SITE AND THE MATERIAL MAY CONTAIN INACCURACIES AND TYPOGRAPHICAL ERRORS. THE COMPANY DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE SITE OR MATERIAL OR THE RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE SITE OR MATERIAL. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH OPINION, ADVICE, STATEMENT, MEMORANDUM, OR INFORMATION SHALL BE AT YOUR SOLE RISK. THE COMPANY RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE SITE. THE COMPANY MAY MAKE ANY OTHER CHANGES TO THE SITE, THE MATERIAL AND THE PRODUCTS, PROGRAMS, SERVICES OR PRICES (IF ANY) DESCRIBED ON THE SITE AT ANY TIME WITHOUT NOTICE.
THIS SITE MAY PROVIDE, OR REDIRECT YOU TO NFI’S SITE WHICH MAY PROVIDE, STOCK PRICING FOR INFORMATIONAL PURPOSES ONLY, AND IS NOT INTENDED FOR TRADING OR OTHER PURPOSES. PLEASE NOTE THAT STOCK PRICE INFORMATION IS AT LEAST 15-MINUTES DELAYED AND THAT ALL TIMES INDICATED ARE EASTERN TIME. THE COMPANY AND NFI ASSUME NO RESPONSIBILITY WITH RESPECT TO THE SEQUENCE, TIMELINESS, ACCURACY, OR COMPLETENESS OF ANY SUCH INFORMATION AND ARE NOT LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY DELAYS, INACCURACIES, OR ERRORS IN ANY SUCH INFORMATION OR IN THE TRANSMISSION OF ANY SUCH INFORMATION.
THIS SITE, THE INFORMATION AND MATERIAL ON THE SITE AND THE SOFTWARE MADE AVAILABLE ON THE SITE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, AND WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Third-Party Web Sites
As a convenience to you, the Company may provide, on the Site, links to web sites operated by other entities (including NFI and its affiliates). If you access these other web sites, you will leave this Site. Should you visit any such linked web sites, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. The Company and NFI make no warranty or representation regarding, and do not endorse, any linked web sites or the information appearing thereon or any of the products or services described thereon. Links do not imply that the Company, NFI or this Site sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked web site is authorized to use any trademark, trade name, logo or copyright symbol of NFI or any of its affiliates or subsidiaries.
Limitation of Damages
IN NO EVENT SHALL THE COMPANY, NFI OR ANY OF THEIR OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, SHAREHOLDERS, MEMBERS, PARTNERS, AGENTS OR LICENSORS (THE “COMPANY PARTIES”) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM) THAT ARE RELATED TO THE ACCESS TO OR RELIANCE ON, OR USE OF OR THE INABILITY TO USE, THE MATERIAL AND FUNCTIONS OF THE SITE OR ANY LINKED WEBSITE (INCLUDING, WITHOUT LIMITATION, DUE TO ANY ERROR, OMISSION, INACCURACY OR DEFECT IN ANY MATERIAL OR ANY ERROR, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE / INTERNET OR SYSTEM FAILURE RELATING TO THE SITE, AND REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, EQUITY, STRICT LIABILITY, BY STATUTE OR OTHERWISE AND REGARDLESS OF THE OCCURRENCE OF A FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE) EVEN IF THE COMPANY OR NFI IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE.
The entire risk as to the use of the Site and Material is assumed by you. You agree that in view of the circumstances of this Notice and the fact that you are accessing the Site and Material free of charge, the limitations upon the Company’s and NFI’s liability under this Notice are in all respects fair and reasonable, and that the Company or NFI would not have offered the Site or Material but for your agreement with the provisions of this section.
If you are dissatisfied with the Site, the Materials or with any of the terms, conditions, guidelines, practices or policies of the Company or NFI in operating the Site and in providing the Material, you agree that your sole and exclusive remedy shall be to discontinue using the Site and Material.
You agree that all risk associated with your use of any information, data or materials provided or made available on any third party web sites accessed through this Site rests solely with you.
You agree to defend, indemnify, and hold harmless the Company Parties from and against any claims, actions, demands, losses, liabilities, damages, costs and expenses suffered by such persons, including without limitation, reasonable legal fees, alleging or resulting, directly or indirectly, from or in any connection with your:
- breach of this Notice;
- access to the Site or use of the Material; and
- uploading to or other provision of or disclosure to the Company or NFI of any of your content and/or any other information, idea, suggestion or data and the use of same by the Company or other Company Parties or their affiliates as contemplated hereunder.
The Company reserves the right, at its sole discretion, to change, modify, add or remove any portion of this Notice in whole or in part, at any time. Changes in this Notice will be effective when notice of such change is posted. You should review this Notice each time you visit the Site. Your continued use of the Site after any changes to this Notice are posted will be considered acceptance of those changes.
The Company may terminate, change, suspend or discontinue any aspect of the Site, including the availability of any features of the Site, at any time. The Company may also impose limits on certain features and services or restrict your access to parts or all of the Site without notice or liability. The Company may terminate the authorization, rights and license given above, and upon such termination you shall immediately destroy all such Material.
Governing Law and Jurisdictional Matters
The Site is administered by the Company from Winnipeg, Manitoba, Canada. You acknowledge and agree that your use of the Site and all of the communications, transmissions and transactions associated with the Site and the provision of the Material shall be deemed to have occurred in the Province of Manitoba, Canada, and this Notice, your use of the Site, and all related matters shall be exclusively governed construed and interpreted in accordance with the laws of the Province of Manitoba, Canada, and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws. The United Nations Convention on the International Sale of Goods shall not apply to this Notice. You and the Company irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Manitoba, Canada, in respect of all matters and disputes arising hereunder.
Severability / Electronic Documents
If any provision of this Notice is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of this Notice, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of this Notice shall be valid and enforceable to the extent granted by law. This electronic document, and all other electronic documents referred to or incorporated herein, will be: (a) deemed for all purposes to be a “writing” or “in writing,” and to comply with all statutory, contractual, and other legal requirements for a writing; and (b) legally enforceable as a signed writing as against the parties subject to the electronic documents. A printed version of the Notice and any notice given in electronic form shall be admissible in judicial proceedings or administrative proceedings based upon or relating to this Notice to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Other General Matters
No delay or omission by the Company or NFI to exercise any right or power it has under this Notice or to object to the failure of any covenant of you to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. No consent or waiver by either party to or of any breach or default by the other party in its performance of its obligations under this Notice will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by both parties.
You, the Company, NFI and their affiliates are independent parties and no agency, partnership, joint venture, employment or franchise relationship is intended or created by this Notice or your use of the Site or Materials. Any rights not expressly granted by this Notice are reserved by the Company.
The Notice constitutes the entire agreement between the parties as it relates to the access to and use of the Site and Materials and the subject matter of this Notice and supersedes all prior or contemporaneous agreements, understandings, representations, discussions and proposals, written or oral, between the Company and you.
Contact / Notices
Notices to the Company or questions about this Notice, the Site or Materials or the Company’s intellectual property should be sent to Legal@newflyer.com
The parties declare that they have required that this Notice and all documents related hereto, either present or future, be drawn up in the English language only. Les parties declarent par les presentes qu’elles exigent que cette entente et tous les documents y afferents, soit pour le present ou le futur, soient rediges en langue anglaise seulement.
Supply Chain Disclosure
The California Transparency in Supply Chains Act of 2010 requires retailers and manufacturers doing business in the State of California to disclose efforts to eradicate slavery and human trafficking from its direct supply chain. The Company does not use and will never use, and will endeavour not to conduct business with persons or entities that use, forced, indentured, involuntary or child labor or engage in human trafficking. As set out in NFI’s Code of Business Conduct and Ethics (which governs NFI and its subsidiaries and affiliates), the Company is committed to conducting its business following the highest standards of fairness, honesty and integrity and in compliance with all legal and regulatory requirements. In order to sell transit buses to federally-funded transit agencies in the United States, the Company must manufacture buses that comply with Buy America regulations (49 CFR 661). The majority of components purchased by the Company are manufactured in the United States and represent a low risk that forced, indentured or involuntary labor was used in their manufacture. Consequently, the Company has a very limited number of suppliers located outside the United States and Canada. All production suppliers may be subject to an on-site verification audit of their quality and management systems to ensure performance to the Company’s specifications and requirements. This supplier verification audit may include a review of the supplier’s safety management and human resources policies. In the event the Company determines that a supplier uses forced, indentured or involuntary labor practices, the Company will move to develop alternate sources of supply and will terminate its relationship with the offending supplier. The Company is currently reviewing its supply purchasing procedures and processes in order to develop more robust standards for supplier labor practices.