Breville Retailer Terms and Conditions
Last Updated October 2025
The terms and conditions of sale (the "Terms") contained herein apply to all quotations made and purchase orders received by Breville Canada, L.P., acting through its general partner 9106-9146 Quebec Inc., or any of its respective affiliates including the brands Breville, Baratza, Beanz, ChefSteps, Lelit, Breville Commercial and others, (hereinafter collectively referred to as "Breville" or “Seller”) and are the exclusive binding agreement between the parties regarding the products sold by Breville ("Products"). THE ACCEPTANCE OF ANY OR ALL OF THE RETAILER'S ("RETAILER") PURCHASE ORDERS IS CONDITIONAL UPON RETAILER'S ASSENT TO THESE TERMS IN THIS DOCUMENT IN LIEU OF THE TERMS CONTAINED IN RETAILER'S PURCHASE ORDER, UNLESS TERMS WERE PREVIOUSLY, EXPLICITLY, AGREED TO IN A SEPARATE WRITING SIGNED BY RETAILER AND BREVILLE. Breville hereby rejects all provisions contained in communications from Retailer that conflict with or are inconsistent with the terms contained herein. Breville's failure to object to any of the provisions contained in Retailer's documentation shall not be deemed a waiver of these provisions. Breville also objects to any provisions contained in communications from Retailer that increase Breville's risk, liability, obligations, or exposure beyond that set forth herein, unless included in a contract signed in writing by a duly authorized representative of the Breville. In the event of any conflict, discrepancy or inconsistency between these Terms and any terms or conditions, invoice, acceptance, acknowledgment or other document submitted by Retailer, these Terms shall govern.
1. Prices/Taxes. Retailer will be billed at the prices stated at the time of order acceptance. All prices are subject to adjustment on account of specifications, quantities, shipment arrangements or other terms and conditions, which are not part of the original price quotation. If the prices are based on the purchase of a particular quantity of goods and Retailer fails to purchase that quantity which would justify the pricing granted, Breville shall have the right, in addition to any other remedies at law or equity, to recover from Retailer the difference between the stated price and Breville's standard prices for such goods in the quantity actually purchased by Retailer. Retailer must notify Breville of any pricing discrepancy claim within ninety (90) days of delivery with reasonably sufficient proof to support any claim. Unless otherwise specified or required by law, all prices will be quoted and billed exclusive of customs, duties or taxes, and Retailer shall be responsible for all such applicable duties and taxes (exclusive of taxes on Breville's income). If exemption from such taxes is claimed, Retailer must provide a certificate of exemption at the time the Purchase Order is submitted to Breville, and Retailer agrees to indemnify Breville for any unpaid taxes in the event such exemption is not applicable.
2. Terms of Payment. Subject to the remaining provisions of this Section 2, terms of payment shall be in accordance with the agreement in place between Retailer and Breville. Any late payments are subject to a finance charge of the lesser of 1.5% per month (18% per annum) or the maximum amount allowed by law. If any payment is more than thirty (30) days overdue, Retailer’s payment terms will automatically be reduced to net twenty (20) days, unless Breville expressly waives such reduction in writing. If Retailer exceeds its credit limit with Breville due to past due invoices that remain unpaid, Retailer acknowledges and agrees that Breville will not ship new orders of products unless explicit arrangements have been agreed upon by Breville. At Breville’s option at any given time, Breville reserves the right to require payment in advance or C.O.D., posting of a letter of credit, additional deposits, or otherwise to modify credit terms. Retailer agrees to accept partial shipments in satisfaction of a single Purchase Order; when partial shipments are made, pro-rata payments shall become due in accordance with the designated terms for each shipment. If Breville accepts partial payment in an amount less than the full amount of any invoice, such acceptance shall neither constitute a waiver of Breville's right to collect the balance nor an accord and satisfaction, notwithstanding Breville's endorsement of a check or other instrument. In the event of Retailer's bankruptcy or insolvency, Breville shall be entitled to cancel any order then outstanding without waiving any claims in law or equity. If Retailer fails to comply with these payment terms, Breville reserves the right to withdraw credit, suspend or cancel performance under any or all Purchase Orders or agreements and all Retailer’s obligations to Breville shall become immediately due and payable. Retailer shall have no right to withhold or offset any amount due to the Breville under these Terms because of a claim that the Retailer may have against Breville. Retailer shall pay to Breville all costs and expenses incurred by Breville in seeking collection of any amounts owed by Retailer to Breville.
3. Offset of Payments. Breville reserves the right to deduct any amounts that Retailer owes Breville from any payments made by Retailer.
4. Title and Delivery. Except as otherwise agreed to by the parties in writing, Shipment shall be EXW (Incoterms 2010) Breville's location and the manner of shipment shall be at Breville's option. Retailer shall be responsible for all shipping charges, including but not limited to shipping, transportation, duties and insurance costs, regardless of whether or not the shipping agent has been retained by Retailer or Breville. Title to all Products and risk of loss thereof, including damages or theft in transit, shall be assumed by Retailer, regardless of freight payment terms and whether such shipping agent has been specified by Retailer or Breville. Retailer agrees that the receipt date of the Products by Retailer is at Retailer’s warehouse or distribution center in Canada, regardless of the date that the title of the Products passes to Retailer. Retailer shall inspect the Products upon delivery and shall notify Breville within seven (7) days of any claim for damage or defective Products or under-shipment by Breville, including reasonably sufficient proof to support any claim. All claims for loss or damage during shipment must be filed by Retailer with the carrier. Breville expressly reserves its rights under any such claim and asserts that additional restrictions may apply to the use of the Products, as set forth in the in the materials which accompany the Products. It is the responsibility of Retailer to arrange for and obtain insurance coverage for the Products, if so desired.
5. Warranty/Disclaimers. Breville warrants that the Products delivered hereunder will be in accordance with Breville's warranty policy which can be found at https://www.breville.com/ca/en/legal/retailer-terms-and-conditions.html or https://www.breville.com/ca/fr/support/warranty.html in the support sections of the websites. The obligations of Breville and Retailer with respect to this warranty shall be governed by and in accordance with Breville's Return/RMA policy described herein. The terms of this warranty do not apply to any specification required by Retailer or any Product which has been subject to misuse or neglect, or damaged by accident or that has been modified by anyone without Breville's authorization. ALL CLAIMS FOR ALLEGED DEFECTS IN THE PRODUCTS SHALL BE DEEMED WAIVED UNLESS MADE IN WRITING AND DELIVERED TO SELLER PURSUANT TO SELLER’S RETURN/RMA POLICY. SELLER'S SOLE LIABILITY WITH RESPECT TO THE PRODUCTS SHALL BE LIMITED TO THE REPAIR, REPLACEMENT OR REFUND OF THE PURCHASE PRICE OF ANY DEFECTIVE PRODUCTS. THE SELLER, IN ITS DISCRETION, SHALL DETERMINE, ON A CASE-BY-CASE BASIS, WHETHER REPAIR, REPLACEMENT OR REFUND WILL BE THE REMEDY RESPECTING ANY SUCH DEFECTIVE PRODUCTS. IF THE APPLICABLE WARRANTY PERIOD DESCRIBED HAS NOT EXPIRED, SUCH REPAIR, REPLACEMENT OR REFUND SHALL BE SELLER'S SOLE LIABILITY AND THE SOLE REMEDY THAT BUYER, ITS CUSTOMERS OR ANY USERS OF THE PRODUCTS SHALL HAVE AGAINST SELLER WITH RESPECT TO THE QUALITY, PERFORMANCE OR USE OF ANY OF THE PRODUCTS. IF THE WARRANTY PERIOD HAS EXPIRED, SELLER SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND WHATSOEVER. BUYER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED IN THIS WARRANTY CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO IT WITH REGARD TO THE PRODUCTS. EXCEPT FOR THE EXPRESS WARRANTIES MADE IN THIS SECTION, SELLER EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES WHICH, BUT FOR THIS PROVISION, MIGHT ARISE FROM COURSE OF DEALING, CUSTOM OR TRADE AND INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS WITH RESPECT TO THE PRODUCTS FURNISHED BY SELLER HEREUNDER. Certain jurisdictions do not permit the disclaimer of certain warranties, so this limitation may not apply to the Retailer.
6. Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, MULTIPLE OR OTHER DAMAGES WHATSOEVER RESULTING FROM SELLER'S PERFORMANCE OR FAILURE TO PERFORM UNDER THESE TERMS OR THE FURNISHING, PERFORMANCE OR USE OF ANY PRODUCTS SOLD PURSUANT HERETO, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, PRODUCT LIABILITY, THE NEGLIGENCE OF SELLER OR OTHERWISE. IT IS AGREED, HOWEVER, THAT IN NO EVENT SHALL SELLER'S LIABILITY EXCEED THE CANADIAN DOLLAR AMOUNT EQUAL TO THE AMOUNT PAID BY BUYER FOR THE COST OF THE PRODUCTS UNDER THE APPLICABLE INVOICE GIVING RISE TO A CLAIM. THE DAMAGE LIMITATIONS PROVIDED IN THIS AGREEMENT AND THE REMEDIES STATED HEREIN SHALL BE EXCLUSIVE AND SHALL BE BUYER'S SOLE REMEDY. THIS LIMITATION ON LIABILITY SHALL SURVIVE FAILURE OF ANY ESSENTIAL PURPOSE. Certain jurisdictions do not permit the limitation of certain types of liability, so this limitation may not apply to Retailer.
7. Rescheduling/Cancellation. An order pursuant to these Terms shall not be rescheduled or cancelled by Retailer (in whole or in part) except with the prior written consent of Breville. Breville reserves the right to cancel any orders placed by Retailer, or to refuse or delay shipment thereof, if Retailer: (a) fails to make any payment as provided in these Terms or under the terms of payment set forth in any invoice or otherwise agreed to by Breville and Retailer, (b) fails to meet reasonable credit or financial requirements established by Breville, including any limitations on allowable credit, or (c) otherwise fails to comply with these Terms. Retailer may not cancel for Breville's breach unless Retailer has provided Breville with thirty (30) days prior written notice alleging such breach and such breach has not been remedied by Breville within such time period.
8. Returns. Any Product return shall be returned to Breville ONLY upon assignment of a Return Merchandise Authorization (RMA) by Breville. Any Product returned to Breville without an RMA will be refused and returned to Retailer at Retailer's expense. Returns will not be accepted by Breville for any reason other than for: (i) verifiable Product defects or damage occurring within the warranty period or (ii) mishandled shipments directly caused by Breville. Return requests involving mishandled shipments must be brought to Breville's attention within five (5) days of original ship date. Breville reserves the right to reject any request regarding mishandled shipments submitted more than five (5) days after the original ship date. Breville may charge up to twenty percent (20%) for a restocking fee for all refused orders and unauthorized returns.
9. Indemnification. Retailer agrees to indemnify, defend, and hold harmless Breville, its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, suits, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) a breach or non-fulfillment of any representation, warranty, or covenant under these Terms by Retailer; (b) any bodily injury, death, or damage to real or tangible personal property caused by the willful or grossly negligent acts or omissions of Retailer; (c) any failure by Retailer to comply with any applicable laws; or (d) any grossly negligent or more culpable act or omission of Retailer (including any recklessness or willful misconduct) in connection with the performance of its obligations under these Terms.
10. Security Agreement. Retailer hereby grants to Breville, its successors and assigns, a security interest in the Products to secure payment of the purchase price of the Products. Default in payment of such price or any part of the price when due shall permit Breville, in its sole discretion, to declare all obligations of Retailer immediately due and payable, and in such event, Breville shall have all the rights and remedies of a secured party under applicable law. In connection with the security interest granted herein, Breville is expressly authorized, at its discretion, to file one or more financing statements or other notices under applicable law naming Retailer as debtor and Breville as secured party. Retailer agrees to execute such documents requested by Breville to record and otherwise perfect this security interest.
11. Retailer Covenants. Retailer shall provide to, and register with, Breville, at the commencement of any transaction hereunder, its legal name to do business (the “Registered Legal Name”) and the Country where it is permitted to sell Products (the “Country of Origin”). Retailer covenants and agrees that it shall only sell Products under the Registered Legal Name and within the Country of Origin. RETAILER IS STRICTLY PROHIBITED FROM SELLING, RE-SELLING, TRANSPORTING OR OTHERWISE DELIVERING ANY PRODUCT OUTSIDE THE COUNTRY OF ORIGIN OR OUTSIDE THE COUNTRY IN WHICH PRODUCT WAS PURCHASED, OR UNDER A NAME THAT IS NOT THE REGISTERED LEGAL NAME. Retailer agrees that it shall only resell Products to end-users. Retailer shall not, directly or indirectly, sell, transfer, or otherwise distribute the Products to any unauthorized reseller, distributor, or third party for resale purposes without the prior written consent of the Breville.
Any breach of this provision shall be deemed a material breach of this Agreement and may result in immediate termination by Breville, without prejudice to any other remedies available at law or in equity. If Breville learns, or has reasonable cause to believe, or if any branch or agency of a local or federal government claims that a violation of any applicable trade sanctions, export controls or trade regulations has occurred or is likely to occur because of any shipment, Breville may, in addition to any other remedy it may have, suspend all shipments to Retailer. Retailer will indemnify and will hold Breville harmless from and against any claim, loss or liability arising out of any breach of the foregoing covenants contained in this section.
12. Authorized Reseller. As an authorized reseller of Products, Retailer covenants and agrees that it shall, at all times, comply with the following Breville Quality Control measures: (a) inspect all Products and remove any defective Products from their inventory; (b) report any and all such defects to Breville; (c) store Products in accordance with Breville guidelines, including but not limited to the requirement that Products offered for sale by Retailer shall not, without Breville’s prior written consent, be co-mingled or consolidated with Products purchased by, or offered for sale, by any other party; (d) disclose their sources of Products, as requested at any time by Breville; (e) assist with Product recalls and other consumer safety information efforts; (f) provide ongoing customer support to consumers to ensure the quality and performance of Products; (g) refrain from relabeling, repackaging, or altering Products and their contents; (h) maintain a system in place to serialize and track each Product (such system will, at a minimum, be able to identify a Product to its final destination, which facilitates locating each Product shipped in the event customer notifications are required), and (g) comply with all Breville rules governing online sales. Failure to comply with any one or more of the above may result, in Breville's sole discretion, in the termination of your authorization to act as a Breville reseller.
13. Force Majeure. Breville shall not be liable for any loss, delay or failure to perform resulting from any circumstance, direct or indirect, reasonably beyond its control including, without limitation, fire, flood, extremes of weather, shipwreck, earthquakes, tornadoes, accident, explosion, mechanical breakdown, strike or other labor trouble, plant shutdown, acts of terror, pandemics, epidemics, unavailability of or interference with the usual means of transporting the Product or compliance with any law, regulation, order, recommendation or request of any governmental authority or any changes in any laws, rules or regulations, including but not limited to governmental action or inaction, or orders of the government. In addition, Breville shall be so excused in the event it is unable to acquire from its usual sources and on terms it deems to be reasonable, any material necessary for manufacturing the Product. In the event that there should be a shortage of any Product, Breville may apportion its available Product among itself, its affiliates and all its customers in such equitable manner as it deems fair and reasonable. Retailer acknowledges that Breville may not be able to fulfill orders in their entirety due to inventory limitations, supply chain disruptions, or other operational constraints, and agrees that no penalty, fine, charge, or other financial consequence shall be imposed by Retailer against Breville for any partial fulfillment or non-fulfillment of orders, regardless of cause. Any delivery date may be extended, at Breville's option, to the extent of any delay resulting from any force majeure event, without penalty or any other fine to be imposed by Retailer.
14. Confidential Information. Any documentation or data supplied by Breville to Retailer and marked "confidential" is proprietary and confidential to Breville. Breville retains for itself all proprietary rights to all designs, engineering details, and other data pertaining to any Product sold. Retailer agrees to use its best efforts to maintain the confidentiality of any proprietary documentation, data, or price quotes (whether marked "confidential" or not) supplied to it and not to disclose or use such documentation, data, or price quotes in any manner inconsistent with the purpose for which it was disclosed. Retailer hereby grants Breville a nonexclusive, limited license to use, copy, modify or otherwise utilize any materials or intellectual property provided by Retailer to Breville for purposes of fulfilling its obligations herein. Breville may require Retailer to execute a separate confidentiality agreement.
15. Post Audit, Claims. Not including claims relating to pricing discrepancies (Section 1) or under-shipment (Section 4), any claims by Retailer, resulting from an audit performed by Retailer or otherwise, must be communicated in writing to Breville within six (6) months from the date of delivery. Breville will not accept any claim from Retailer after this six (6) month period has expired. Any such claim must be accompanied by reasonably adequate details to support such claim, which must be verified by Retailer’s vendor manager or an equivalent position. The claim shall then be submitted to Breville’s designated account manager for an initial review, and Retailer shall provide any additional detail that may be requested by Breville to support Retailer’s claim. Breville shall notify Retailer in writing once Breville completes its initial review, and Retailer and Breville shall then conduct a meeting within thirty (30) days to review the claim. Both Retailer and Breville shall use commercially reasonable efforts to settle any claim. Retailer may not pursue a financial claim against Breville, legal or otherwise, until the above steps are followed and both parties have engaged in reasonable and meaningful discussions to settle any claim.
16. Termination. Either party may terminate this agreement at any time upon ninety (90) days' prior written notice to the other party. Breville may terminate immediately by written notice to Retailer if (a) Retailer becomes insolvent; (b) there is a change of control of Retailer; (c) Retailer has registered, attempts to register, registers or becomes entitled to register any of the intellectual property of Breville or its Affiliates and after Breville's request to do so, refuses to immediately assign those rights for no charge to Breville; (d) Retailer commits a material breach of these Terms and either the breach is not capable of being cured; or the breach is capable of being cured and Retailer fails to cure the breach within 15 days of written notice from Breville of the material breach; or (e) if Retailer is found to be in violation of Breville’s brand equity policies. Breville may also terminate with immediate effect upon written notice to Retailer if any government agency requires or directs Breville to terminate. Retailer may terminate on the grounds of breach if Breville materially breaches these Terms and fails to remedy such breach within 15 days after receipt of written notice from Retailer notifying the material breach. Upon expiration or termination of these Terms, or any part, for any reason, Breville shall require, at its sole discretion, for Retailer to either: (a) continue to sell its existing inventory of relevant Products in accordance with the terms and conditions of these Terms for a period of up to six (6) months following such expiration or termination (any unsold Products, both finished Products and spare parts which Breville, at its sole discretion, considers to be in re-saleable condition, at the end of that six (6) month period may be purchased by Breville, or a third-party designated by Breville, for a price equal to the landed price at which the same were purchased by Retailer from Breville), or (b) sell its existing inventory at the date of expiration or termination of these Terms, of the relevant Products and spare parts in such re-saleable condition to Breville, or a third-party designated by Breville, for a price equal to the landed price at which the Products were purchased by Retailer from Breville. Breville shall make the determination as to whether it will buy all or a portion of the existing inventory in its sole discretion, but Breville is not obligated to purchase any existing inventory from Retailer. In the event that Breville elects an option to purchase existing inventory, Breville shall have an unconditional right to inspect the inventory at a date, time and location mutually agreed to by the Parties. Retailer shall be responsible for all costs associated with packing the goods onto a pallet, container or other transportation format that provides reasonable protection for shipment, and Breville shall pay all costs associated with the shipment of the goods from Retailer back to Breville or to Breville's designated purchaser. Additionally, Breville shall have a reasonable amount of time to inspect all existing inventory, but in no event less than five (5) Business Days. Breville's payment for the purchase of any or all existing inventory shall be due thirty (30) days after Breville's receipt and approval of shipment, provided Retailer has satisfied all of its obligations under these Terms. No termination of these Terms by expiration or otherwise shall relieve or release any party from any of its obligations hereunder with respect to actions or omissions prior to the termination.
17. Intellectual Property. Breville grants to Retailer a non-exclusive, non-transferable, license in Canada to use such intellectual property that Breville may provide to Retailer (the “Licensed IP”) solely on or in connection with the distribution, promotion, advertising, and resale of the Products. Retailer acknowledges and agrees that: (i) Breville’s intellectual property rights, including all trademarks, service marks, trade dress, works protected under copyright or moral rights, patents, domain names, and any other applicable intellectual property rights recognized under the law (the “IPR”) are the sole and exclusive property of Breville, its affiliates, or its licensors; (ii) Retailer shall not acquire any ownership interest in any of Breville's IPR under these Terms; (iii) any goodwill derived from the use by Retailer of Breville's IPR inures to the benefit of Breville or its licensors, as the case may be; (iv) if Retailer acquires any IPR in or relating to any Products purchased under these Terms, by operation of law, or otherwise, these rights are deemed and are hereby irrevocably assigned to Breville or its licensors, as the case may be, without further action by either party and without any compensation due to Retailer; (v) Retailer shall use Breville's IPR solely for the purposes of performing its obligations under these Terms and only in accordance with these Terms and the instructions of Breville; and (vi) Retailer must comply with any laws, rules and/or regulations with regard to the use and designation of the Licensed IP. The Terms do not give Retailer the right to use the Licensed IP in connection with the manufacture, remanufacture, or assembly of components, or otherwise confer on Retailer the right to manufacture, remanufacture, or assemble any of the Products. Retailer must not during the Term or at any time thereafter (a) attack or assist any person in attacking the title or rights of Breville or its licensors in or to the Licensed IP or any other IPR of Breville or its licensors; (b) claim any right, title or interest in or to the Licensed IP or any other IPR of Breville or its licensors; or (c) register or apply to register the Licensed IP or any other IPR of Breville or its licensors in the Territory or anywhere else in the world. Retailer acknowledges and agrees that any unauthorized use or misuse of any of the Licensed IP by Retailer may result in irreparable harm to Breville. In addition to any other rights or remedies specified in these Terms, Breville shall be entitled to any remedy, legal or equitable, including without limitation preliminary injunctive relief, to correct or mitigate any harm which results from such violation. Retailer understands and agrees that it has no right or license under these Terms to use, and it shall not use, any of the Licensed IP in connection with the manufacture, use, advertising, promoting, marketing, offering to sell, selling or exporting of: (i) Products in or to countries outside of Canada, or (ii) any other product not authorized by Breville to be sold pursuant to these Terms, whether in or outside of Canada. On expiration or termination of these Terms Retailer shall promptly discontinue the display or use of the Licensed IP and Retailer's rights under this license and any sublicenses shall cease immediately. Other than the express licenses granted by this license, Breville grants no right or license to Retailer, by implication, estoppels, or otherwise, to any other products or any IPR of Breville or its affiliates.
18. Marketing and Promotional Activities. Retailer must engage in the marketing and promotion of the Products through such means as advertising, participation at Breville's training offers, personal contact with prospective customers, execution of point-of-sale and in-store signage, distribution of Product literature and the like, and shall render reasonable assistance to Breville and its nominees in its pursuit of any marketing and promotional activities to be undertaken by Breville or its nominees. The parties may agree to specific marketing and promotional activities, and related costs and expenditures, as may be set forth in a schedule to these Terms. Retailer must submit to Breville or its nominee all proposed advertising materials relating to the Products (other than such materials that are identical to that used or furnished by Breville) for the purposes of verifying compliance with any Breville advertising policies and trademark use, prior to use or publication by or on behalf of Retailer.
18. General. Neither Retailer nor Breville shall assign this order or any interest therein or any rights thereunder without the prior written consent of the other party. Any notice or report required or permitted by these terms and conditions shall be in writing or email and shall be deemed given if delivered personally or if sent by either party to the other by confirmed overnight delivery or by certified or registered mail, return receipt requested, postage prepaid, addressed to the other party to its address as set forth on the Purchase Order or at such other address as such party shall designate by notice hereunder or, if by email, upon acknowledgement or confirmation of delivery. These Terms shall be governed by and construed according to the laws of the Province of Quebec without regard to conflict of law’s provisions. Each party consents to the exclusive jurisdiction of the courts located within Montreal, Quebec. No modifications to these terms and conditions herein shall be enforceable except when in writing and signed by both parties, unless otherwise expressly stated herein. Any provision hereof which is prohibited or unenforceable shall, as to such jurisdictions, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity of such provision in any other jurisdiction. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. These Terms constitute the entire agreement between Retailer and Breville with respect to the Products purchased, and supersede all prior or contemporaneous negotiations, understandings and agreements.