TERMS OF USE

Last Updated December 2025

PLEASE READ THESE SITE TERMS OF USE (THE “TERMS”) CAREFULLY BEFORE USING THIS WEBSITE. THESE TERMS CONTAIN IMPORTANT LEGAL PROVISIONS INCLUDING INDEMNIFICATION OBLIGATIONS, DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT ACCESS OR USE THIS WEBSITE.

1. AGREEMENT TO TERMS OF USE

These Website Terms of Use ("Terms") apply to your use of any website or application operated by Derby Building Products, Inc., including its subsidiaries and other affiliated companies (collectively, the "Company," "we'" "us") where these Terms are posted (collectively, the "Site"), including:

• Derby Building Products https://www.derbybp.com
• Tando Composites www.tandocomposites.com
• NOVIK www.novik.com
• Beach House Shake https://www.beachhouseshake.com
• TandoShake https://www.tandoshake.com

Any reference to "you" "your" or "user" refers to the individual using or accessing the Site pursuant to the Terms, and to the extent applicable, the words "you," "your," or "user" also refer to the legal entity on whose behalf the Site is being used or accessed. If you are using or accessing the Site on behalf of a company or other legal entity, you represent and warrant that you have the authority to agree to these Terms on behalf of that legal entity.

By agreeing to these Terms of Use, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence, and you have given us your consent to allow any of your minor dependents to use this site.

By accessing or using the Site in any manner, you agree to be bound by these Terms and to use the Site in accordance with these Terms and any additional terms and conditions that are referenced herein or that otherwise may apply to specific sections of the Site, or to products and services that we make available to you through the Site (all of which are deemed part of these Terms).

PROPRIETARY RIGHTS 

(a) Ownership. All right, title, and interest in this Site and all its software, materials, and rights displayed on or associated with this Site (collectively "Content") including but not limited to materials such as text, images, logos, and communication tools and intellectual property rights such as patents, copyrights, trademarks, service marks, logos and trade secrets are owned or licensed by Company or its licensors, and protected by copyright, trademark, and other intellectual property laws. Except as otherwise expressly provided under these Terms, we are not giving you any licenses to any Content or other intellectual property by making the Site available to you.  All rights not explicitly granted to you are reserved by us.

Any product, service, process, or technology described on the Site may be the subject of other intellectual property rights reserved by the Company, its affiliated companies, or other third parties and are not licensed hereunder. You may not remove or alter any copyright, trademark, or other intellectual property or proprietary rights notice or legend contained on the Site or in the Content. The Company cannot control and shall have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for your exposure and use of the Content. 

(b) Limited Right to Use. The Company grants you permission to view and use the Content in connection with normal and ordinary use of the Site. Otherwise, you may not use the Site or the materials available on the Site in a manner that constitutes an infringement of our rights or those of our licensors, or that has not been expressly authorized in writing by us. More specifically, unless explicitly authorized in these Terms or by the owner of the materials, you may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any Content from the Site. Any such action is a violation of the Company's copyright and other proprietary rights and these Terms.

(c) Feedback. The Company is free to use any comments, suggestions, recommendations, and other feedback, including without limitation, with respect to modifications, enhancements, and improvements, ("Feedback") you provide with respect to the Site for any purpose, without obligation.  By submitting Feedback to us, you agree that you have the right to provide Feedback to us and that you hereby agree to grant the Company an irrevocable, worldwide, perpetual, royalty-free license to use the Feedback for any purpose, including without limitation, to incorporate any such Feedback into the Site that the Company generally provides.

2. ACCURACY AND MODIFICATION OF THE SITE

We endeavor to display as accurately as possible the colors and visual characteristics of our products that appear on our Site. We cannot guarantee the accuracy of images of our products as transmitted electronically and displayed on your computer monitor.

We reserve the right to make changes, updates, or modifications to the Site at any time for any reason without giving notice to you.

3. MODIFICATION OF THESE TERMS

We reserve the right, at our sole discretion, to change, modify, and/or add to the Terms, in whole or in part, at any time. Such changes will be effective when posted on the Site or on the effective date specified in such updated Terms. You agree to review the Terms periodically to ensure you are aware of any changes to the terms and conditions that apply to you. We may notify you of material changes to the Terms by sending a notice to the email address associated with your account, posting a notice on the Site, or by other methods that we may communicate to you. Your use of and access to the Site or any part thereof after any changes become effective will be considered your acceptance of those changes and will constitute your agreement to be bound thereby. If you object to any such changes, you may not continue to use or access the Site and any part thereof and your sole recourse will be to stop using the Site.

4. PRIVACY AND SECURITY

We and third-party services we authorize may collect certain personal information from and about you when you access and use the Site. Your access to and use of the Site is subject to our personal information collection practices as described in our Privacy Policy.

5. OUR RIGHTS TO RESTRICT SITE USE AND PURCHASES

(a) Suspension and Termination of Site Use. We may suspend or terminate your account or the Site, including any services or features therein, such as discontinuing the availability of the Site on a particular device, at any time and without notice to you. For example, we may suspend or terminate your access to or use of the Site for the actual or suspected violation of these Terms. If, in our determination, the suspension might be indefinite or we have elected to terminate your access to the Site, we may use reasonable efforts to notify you.

(b) Restrictions on Purchases on Site. We reserve the right, but are not obligated, to limit the sales of our products or services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any product or service at any time. Any offer for any product or service made on this Site is void where prohibited.

6. YOUR CONDUCT AND RESPONSIBILITIES

(a) User Passwords. You are responsible for maintaining the confidentiality and security of your username and password for your account and you will remain responsible for all activity from your account. If your username or password is lost or stolen, or if you believe that unauthorized parties have accessed your account, you must notify us in writing and promptly change your password.

(b) Prohibited Conduct. You agree that you will not, and will not encourage or assist any third party, do any of the following:

1. use the Site in any manner not permitted by us;
2. use the Site for any illegal purpose;
3. engage in any activity that harms or disrupts the operation or performance of the Site or causes harm to others;
4. misrepresent your identity, impersonate any person, or attempt to gain access to or illegally track any account, user, Device, system, or network related to the Site;
5. use the Site to publish, post, share, copy, store, backup, or distribute material protected by intellectual property rights of a third-party unless you own or have the necessary rights to such material;
6. use the Site to publish, post, share, copy, store, backup, or distribute material that contains viruses, Trojan horses, worms, corrupted files or any other similar software that may damage the operation of the Site or another person's device or property;
7. violate, circumvent, or attempt to violate or circumvent any security measures employed by us; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of our servers, system or network or attempt to breach our data security or authentication procedures; attempt to interfere with the Site by any means including, without limitation, hacking our servers or systems, submitting a virus, overloading, mail-bombing or crashing;
8. directly or indirectly reverse engineer, decompile, disassemble, modify, reproduce, or create derivative works of the Site;
9. alter or modify any disabling mechanism which may be included in Site;
10. collect or attempt to collect personal data, or any other kind of information about other users, including through spidering, scraping, crawlers, data mining tools, or the like to download or mine data from the Site;
11. lease, rent, sell, transfer, distribute, re-license, sublicense the Site, use it, or permit its use in a time-sharing arrangement; orProhibited Conduct. You agree that you will not, and will not encourage or assist any third party, do any of the following:
12. remove or alter any proprietary notices (e.g., copyright, trademark notices, legends, etc.) from the Site.

7. THIRD-PARTY FEATURES AND RELEASE OF LIABILITY

When you purchase the Company’s products or services on or through the Site, you may be subject to additional terms and conditions that apply to any independent, third-party (a) e-commerce platform that hosts and operates our shopping features and sample stores; or (b) website operated by a merchant that offers products and services linked to our Site (collectively, “Third-Party Features”). If you make a purchase on a Third-Party Feature that you accessed via a link on the Site, the information collected during your visit to that location and the information that you submit as part of the transaction (such as your credit card number and contact information) may be collected by both the operator of the Third-Party Feature and the Company.

The Company is not responsible for the data protection, quality, accuracy of description, timeliness, reliability, or any other aspect of Third-Party Features. The operator of the Third-Party Feature will have its own website terms and conditions and privacy protection practices. For information regarding the operator of a Third-Party Feature, its privacy policies, data protection practices, and any terms and conditions that may apply, visit the operator’s website and click on its information links or contact the operator directly.

The Company shall not, under any circumstances, be liable for any losses, damages, or harm caused by your or anyone else's reliance on A Third-Party Feature. You are solely responsible for evaluating and deciding to interact with any Third-Party Feature.

THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ANY SUCH SIMILARLY SITUATED PERSONS OR ENTITIES DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, USEFULNESS, OR DATA PROTECTION OF ANY THIRD-PARTY FEATURE. THE COMPANY DOES NOT WARRANT THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY PRODUCTS OR SERVICES PURCHASED FROM A THIRD-PARTY FEATURE.

YOU RELEASE THE COMPANY FROM ANY DAMAGES THAT YOU INCUR, AND AGREE NOT TO ASSERT ANY CLAIMS AGAINST THE COMPANY, ARISING FROM YOUR PURCHASE OR USE OF ANY PRODUCTS OR SERVICES FROM THIRD-PARTY FEATURES MADE AVAILABLE THROUGH THE SITE.

8. PROCEDURE FOR ALLEGING COPYRIGHT INFRINGEMENT UNDER DIGITAL MILLENNIUM COPYRIGHT ACT

The Company will respond to alleged copyright violations in accordance with the Digital Millennium Copyright Act ("DMCA"). The Privacy Policy does not protect information that the Company may provide to third parties at its discretion or as required by law through copies of notices referenced below.

(a) DMCA Notice. If you are a copyright owner or an agent thereof and believe that any Third-Party Content infringes upon your copyrights, you may submit a written notification pursuant to DMCA by providing the Company with the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. Identification of the Third-Party Content that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the Company to locate the material;
4. Information reasonably sufficient to permit the Company to contact you, such as an address, telephone number, and, if available, an electronic mail address;
5. A statement that you have a good faith belief that use of the Third-Party Content in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification 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.

We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.

(b) Counter-Notice. If you believe that your Third-Party Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your Third-Party Content, you may send a counter-notice containing the following information to the Company at the address set forth below:

1. Your physical or electronic signature;
2. Identification of the Third-Party Content that has been removed or to which access has been disabled and the location at which the Third-Party Content appeared before it was removed or disabled;
3. A statement that you have a good faith belief that the Third-Party Content was removed or disabled as a result of a mistake or a misidentification of the Third-Party Content; and
4. Your name, address, telephone number, e-mail address, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
5. If the Company receives a counter-notice, the Company may send a copy of the counter-notice to the original complaining party informing that person that the Company may replace the removed Third-Party Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Third-Party Content provider, member or user, the removed Third-Party Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at the Company's sole discretion.
6. You acknowledge that if you fail to comply with all of the requirements of this Section 9, your DMCA notice may not be valid.

(c) Address for Notice. The Company will only respond to DMCA Notices that it receives by mail, e-mail, or facsimile at the addresses below:

E-mail: marketing@derbybp.com

Postal mail: Derby Building Products Inc.

160, rue des Grands-Lacs,

Saint-Augustin-de-Desmaures, Quebec G3A 2K1 Canada.

It is often difficult to determine if your copyright has been infringed. The Company may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and the Company may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.

(d) Possible Actions. The DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. Without limiting the Company's other rights, the Company may, in appropriate circumstances, terminate a repeat infringer's access to the Site and any other website owned or operated by the Company.

9. DISCLAIMERS

THE SITE IS PROVIDED “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE: (a) MAKE NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (b) EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (c) DO NOT WARRANT THAT THE SITE OR SITE ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, BE TIMELY OR SECURE, OR THAT SITE WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE OF THE SITE.

Some jurisdictions do not allow limitations of implied warranties, so certain limitations stated above may not apply to you.  In that event, those warranties are limited to the minimum warranty period permitted by applicable law.

Your interactions with companies, organizations, and/or individuals found on or through our Site, including any purchases, transactions, or other dealings, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such companies, organizations, and/or individuals. You agree that we will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. You also agree that, if there is a dispute between users of the Site, or between a user and any third party, we are under no obligation to become involved, and you agree to release us from any claims, demands, and damages of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such dispute and/or our Site.

We are not responsible if information made available on this Site is not accurate, complete or current. The material on this Site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the information and other material on this Site is at your own risk.

10. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, INCLUDING ITS MATERIALS, PRODUCTS, OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS, OR SERVICES MADE AVAILABLE THROUGH THE SITE, EVEN IF THE COMPANY IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. (BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, THE COMPANY’S LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.) IF YOU ARE DISSATISFIED WITH THE SITE, OR ANY MATERIALS, PRODUCTS, OR SERVICES ON THE SITE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

11. INDEMNIFICATION

You agree to indemnify and hold harmless the Company and its directors, officers, managers, employees, shareholders, agents, representatives, and licensors, from and against any and all losses, expenses, damages, and costs, including reasonable attorneys' fees, that arise out of your use of the Site, violation of these Terms by you or any other person using your account, or your violation of any rights of another. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section. In such event, you agree to such reasonable cooperation and assistance as we request.

12. ELECTRONIC COMMUNICATIONS AND NOTICES

From time to time, we may need to contact you regarding the Terms, the Site, and/or other matters related to your account.  We may provide information to you by email using the email address you provided to us when you opened your account.  You consent to receive communications from us electronically.  If you do not agree to receive notices regarding the Site by email, you must not use the Site.  Notices emailed to you will be deemed received by you when we send the email.  We do not accept any liability or responsibility for emails or other electronic communications that are filtered, intercepted, lost, or not received.

You agree that all disclosures, notices, agreements, and other communications you receive from us electronically satisfy any legal requirement for such communications to be in writing.  You may be required to have certain hardware and software to access and retain such communications, which is your sole responsibility.  

You may provide legal notices to us by registered mail, return receipt requested, to the following address:  

E-mail: marketing@derbybp.com

Postal mail: Derby Building Products Inc.

160, rue des Grands-Lacs,

Saint-Augustin-de-Desmaures, Quebec G3A 2K1 Canada.

Unless you indicate a different address, we will use your last billing address or shipping address of record to send a notice to you or respond to your dispute notice to us.

13. DISPUTE RESOLUTION

If a dispute arises relating to your use of the Site or these Terms, we and you agree to try to resolve the matter in good faith. The party asserting the dispute will send a notice to the other party by registered mail explaining the reasons and circumstances for the dispute. The receiving party will have thirty (30) days to respond to the notice.

Please send your notice of a dispute to:

E-mail: marketing@derbybp.com

Postal mail: Derby Building Products Inc.

160, rue des Grands-Lacs,

Saint-Augustin-de-Desmaures, Quebec G3A 2K1 Canada.

Unless you indicate a different address, we will use your last billing address or shipping address of record to send a notice to you or respond to your dispute notice to us.

14. COMPLIANCE WITH LAW

You agree to comply with all applicable local, state, national, and foreign laws, rules, and regulations in connection with your access to or use of the Site.

15. SEVERABILITY

If any provision of these terms of use is held invalid or unenforceable in whole or in part in any jurisdiction, that provision shall be ineffective in that jurisdiction without affecting the validity or enforceability of the remaining provisions of these terms of use.

16. GENERAL

1. Prices and Services Subject to Change. Prices for our products are subject to change without notice. We reserve the right at any time to modify or discontinue any products or services (or any part or thereof) without notice at any time. We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of any products or services.
2. Severability. If any provision of the Terms shall be held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions.
3. Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
4. Force Majeure. We will not be liable to you for any delay, interruption, or other failure to perform under these Terms due to acts beyond our reasonable control, including, without limitation, natural disasters, wars, riots, terrorist activities, Internet service providers, and other third parties, explosions and fires, strikes and labor disputes, governmental decrees, pandemics, and other acts beyond our reasonable control.
5. Assignment. We may assign or transfer these Terms or our rights and obligations under these Terms, in whole or in part, to any third party at any time without notice. You may not assign or transfer these Terms or any of your rights and obligations, in whole or in part, without our prior written consent, and any attempt by you to do so will be invalid and void.
6. Independent Contractors; Third-Party Beneficiaries. You and we are independent contractors, and nothing in these Terms creates a partnership, employment relationship, or agency. There are no third-party beneficiaries of these Terms.
7. Entire Agreement. These Terms constitute the entire understanding of the parties and supersede all prior and contemporaneous written and oral agreements with respect to the subject matter hereof.
8. Rules of Construction. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of these Terms.