Terms and Conditions

1. Introduction & Scope

These Terms and Conditions of Sale (these “Terms”) apply to all quotations, order confirmations, invoices, and sales arranged or brokered by Armour Rose Group Inc., a corporation organized under the laws of Ontario, Canada, with its principal place of business in Toronto, Ontario (“ARG” or “we,” “us,” “our”). By visiting, using our website, accepting a price quotation, issuing a purchase order, accepting delivery, or making payment for Products, you confirm that you are legally able to accept these Terms.

2. Scope; Acceptance; Battle of the Forms (UCC 2-207)

2.1 Exclusive Terms. These Terms govern all transactions in which ARG acts as a broker, intermediary, or sales agent for food, beverage, or consumer-goods packaging products (“Products”). Any additional, different, or inconsistent terms contained in a purchase order or other document are expressly rejected, unless ARG agrees otherwise in a written document signed by an authorized officer of ARG.

2.2 Acceptance. Acceptance of a price quotation, issuance of a purchase order or sale confirmation, acceptance of delivery, or payment for Products constitutes conclusive assent to these Terms.

2.3 UCC 2-207 Intent. The parties intend that these Terms constitute the controlling terms of the contract under UCC § 2-207, and that no additional or different terms proposed by ARG’s counterparty shall become part of the contract.

3. Role of Broker; No Manufacture or Warranties

3.1 Brokerage Only. ARG acts solely as a broker and intermediary between Buyer and third-party manufacturers, converters, printers, or suppliers (“Manufacturers”). ARG does not manufacture, print, convert, or physically produce Products.

3.2 No Control Over Manufacturing. ARG does not control manufacturing processes, materials, lead times, tolerances, or quality control procedures of Manufacturers.

3.3 Service Nature. All coaching sessions, programs, and consultations provided by ARG are designed for business development and professional support. ARG services are not a substitute for legal, financial, medical, psychological, or technical advice. Results vary by client and organization; we do not guarantee specific outcomes.

4. Prices; Taxes; Duties

4.1 Prices. Prices quoted by ARG are based on Manufacturer quotations and are subject to change prior to acceptance. All prices are listed in the currency specified unless otherwise stated.

4.2 Taxes and Duties. All prices exclude sales, use, excise, VAT, GST/HST, customs duties, tariffs, brokerage fees, and similar charges, all of which shall be paid by Buyer unless expressly stated otherwise in writing.

5. Orders; Cancellation; Changes

5.1 Order Acceptance. Orders are subject to acceptance by ARG and the applicable Manufacturer.

5.2 No Cancellation After Production. Once production has commenced, a Buyer may not cancel or modify an Order without written consent, and Buyer shall be responsible for all costs incurred.

5.3 Booking & Payment. All bookings must be completed through our approved scheduling systems or via direct communication with our team. Full payment (or deposit where applicable) is required to confirm a session or program.

6. Cancellation & Rescheduling Policy

6.1 Cancellations or Rescheduling. Cancellations or rescheduling must be made with at least 48 hours’ notice.

6.2 Late Cancellations. Late cancellations or no-shows may incur a full session or order fee.

6.3 Refund Policy. Due to the nature of brokerage services and professional consulting, all payments are non-refundable. If a service must be postponed due to our availability, it will be rescheduled at no additional cost.

7. Delivery; Title; Risk of Loss

7.1 Shipping Terms. Delivery terms are as specified in the applicable order confirmation. Unless otherwise stated, shipments are Ex Works (EXW) or FOB Manufacturer’s facility.

7.2 Risk of Loss. Title and risk of loss pass to Buyer upon delivery to the carrier at the shipping point.

7.3 Delivery Dates. All delivery dates are estimates only.

8. Inspection and Acceptance

8.1 Inspection Period. Buyer must inspect Products promptly and notify ARG in writing of any alleged nonconformity within thirty (30) days of delivery.

8.2 Waiver. Failure to provide timely notice constitutes irrevocable acceptance.

9. Limited Warranty; Disclaimer

9.1 Manufacturer Warranty Only. Products are subject solely to the applicable Manufacturer’s warranty, if any.

9.2 Disclaimer. ARG Makes No Warranties, Express Or Implied, Including Any Warranties Of Merchantability, Fitness For A Particular Purpose, Or Non-Infringement.

10. Limitation of Liability

10.1 Cap on Liability. ARG’s total liability arising out of any transaction shall not exceed the brokerage fees actually paid to ARG for the applicable order.

10.2 Excluded Damages. In No Event Shall ARG Be Liable For Indirect, Incidental, Consequential, Exemplary, Or Punitive Damages, Including Lost Profits, Recall Costs, Emotional Distress, Relationship Outcomes, Or Business Or Personal Losses.

10.3 Time Limitation. Any claim against ARG must be brought within one (1) year of delivery.

Brokerage and consulting services are collaborative processes, and outcomes depend on all parties’ participation and commitment.

11. Confidentiality

11.1 Confidential Information. Pricing, quotations, technical information, client communications, session recordings, materials, and notes provided by ARG are confidential and may not be disclosed without prior written consent.

11.2 Exceptions. Confidentiality may be broken if:

• Required by law,
• There is risk of harm to yourself or others,
• There are disclosures involving criminal activity.

12. Buyer Responsibilities; Regulatory Compliance

Buyer is solely responsible for:

• Compliance with all food-contact, labeling, sustainability, recycling, and regulatory requirements;
• Determining suitability of Products for Buyer’s intended use;
• All end-use testing and validation;
• Attending services on time and prepared;
• Communicating honestly and respectfully;
• Taking personal responsibility for progress;
• Following any agreed-upon practices or exercises.

ARG reserves the right to decline or discontinue services at its discretion and does not work with clients who behave abusively, disrespectfully, or in ways that violate our professional boundaries.

13. Indemnification

Buyer shall indemnify, defend, and hold harmless ARG from all claims arising out of:

• Buyer’s use, resale, or distribution of Products;
• Regulatory non-compliance;
• Buyer-supplied specifications, artwork, or materials;
• Any breach of these Terms by Buyer.

14. Intellectual Property

All content on our website and in our communications—including text, images, videos, branding, program materials, and specifications—is owned by Armour Rose Group Inc. Buyer represents that all artwork, trademarks, and specifications provided do not infringe third-party rights and agrees to indemnify ARG accordingly. You may not copy, reproduce, distribute, sell, or modify any content without our explicit written permission.

15. Force Majeure

ARG shall not be liable for delays or failures caused by events beyond its reasonable control, including supply-chain disruptions, labor shortages, governmental actions, transportation delays, or other unforeseen circumstances.

16. Third-Party Links

Our website may include links to external resources. We are not responsible for the content or practices of third-party websites.

17. Client Responsibilities & Code of Conduct

By working with us, you agree to:

• Attend sessions and services on time and prepared,
• Communicate honestly and respectfully,
• Take personal responsibility for your progress,
• Follow any agreed-upon practices or exercises,
• Comply with all applicable laws and regulations.

We do not work with clients who behave abusively, disrespectfully, or in ways that violate our professional boundaries.

18. Governing Law; Venue

18.1 Governing Law. These Terms are governed by the laws of the Province of Ontario, excluding conflict-of-laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

18.2 Venue. Any dispute shall be brought exclusively in the courts located in Toronto, Ontario.

19. Changes to Terms

We may update or modify these Terms at any time. Continued use of our services or website indicates acceptance of the updated Terms.

20. Miscellaneous

• Entire Agreement. These Terms constitute the entire agreement between the parties.
• Severability. Invalid provisions shall be severed without affecting the remainder of these Terms.
• No Assignment. Buyer may not assign this Agreement without ARG’s written consent.
• Amendments. Amendments must be in writing and signed by an authorized officer of ARG.