TERMS AND CONDITIONS
1. Delivery:
Delivery of goods is not complete until goods have been actually received and accepted by Buyer. Risk of loss or damage of goods during transit is in accordance with the agreed upon incoterms between both Buyer and Seller.
The obligation of Seller to meet the delivery dates, specifications and quantities set forth therein is of the essence to this order. Deliveries are to be made both in quantities and at times specified herein or if not, such quantities and times as are specified pursuant to Buyer's written instruction. Shipments in greater or lesser quantity than ordered may be returned at Seller's expense unless written authorization is issued by Buyer. If Seller's deliveries fail to meet schedule, Buyer, without limiting its other rights or remedies, may either direct expected routing or charge excess costs incurred thereby to Seller or cancel all or part of this order as its option.
2. Inspection:
It is agreed that the Buyer shall have the right to inspect the goods upon arrival prior to payment without regard to the manner of shipment or any shipping or price terms contained in this agreement. All goods must be furnished as specified. Buyer's inspection shall be final and defective, damaged and nonconforming goods shall be returned for credit or refund at Seller's expense or disposed of in accordance with Seller's instructions.
3. Price:
Seller warrants what the prices for the articles sold to Buyer under this Purchase Order are not less favorable than those currently extended to any other customer for the same or like services or articles in equal or less quantities. In the event Seller reduces its price for such service or article during the term of this order, Seller agrees to reduce the prices hereof correspondingly.
4. Ingredients:
Seller will promptly furnish Buyer, upon Buyer's written request, a complete list specifying all ingredients in the composition of the goods and the amounts and percentages thereof. Thereafter, Seller will promptly advise Buyer in writing of all changes in such composition.
5. Acceptance:
a) This order is Buyer's offer to Seller and does not constitute an acceptance by Buyer of any offer to sell or other proposal. Any reference to such offer to sell or other proposal is solely for the purpose of incorporating the description and specifications of the goods and services contained therein to the extent that such description and specifications do not conflict with the description and specifications on the face of this Purchase Order. This order consists only of the terms contained herein and on the face of this order and any supplements, specifications, and other documents expressly incorporated herein by reference.
b) By acknowledging receipt of this order (or by shipping the goods and performing the services called for by this order), Seller agrees to the terms and conditions of sale contained in this order. Any additional terms or conditions contained in any acknowledgment of this order by Seller shall be deemed objected to by Buyer without need of further notice of objection and shall be of no effect nor in any circumstances binding upon Buyer unless accepted by Buyer in writing. Acceptance or rejection by Buyer of any such additional terms or conditions shall not constitute an acceptance of any other additional terms or conditions.
6. Cancellation and Termination:
Buyer may at any time terminate this order in whole or in part for its convenience upon written notice to Seller in which event Seller shall be entitled to reimbursement for its actual and reasonable expenses incurred in performing work hereunder through the date of such termination.
7. Warranty:
Seller warrants to Buyer and its customers that all goods to be delivered under this Purchase Order will be of merchantable quality, free from any latent or patent defects, will conform to Buyer's specifications or samples, and will be safe for their intended use. Seller will indemnify and hold Buyer and its customers harmless against all liability and expenses, including counsel fees, arising from any breach of the warranties given hereunder.
8. Confidentiality:
Seller shall not, without first obtaining Buyer's prior written consent, disseminate the fact that Seller has furnished or has contracted to furnish to Buyer the services or items covered by this Purchase Order. The specifications, drawings, designs and any other information transmitted to Seller by Buyer in conjunction with this Purchase Order are the property of Buyer and are disclosed in confidence upon the condition that they not be reproduced, copied or used by Seller for any other purpose detrimental to the interest of Buyer.
9. Limitation of Buyer's Liability:
In no event shall Buyer be eligible for anticipated profits or for incidental or consequential damages. Buyer's liability on any claim of any kind for any loss or damage arising out of or connected with or resulting from this agreement or from the performance of the breach thereof shall, in no case exceed the price applicable to the goods or services thereof which give rise to the claim. Buyer shall not be liable for penalties of any description. Any action resulting from any breach on the part of Buyer as to the goods or services delivered hereunder must be commenced within one year after the cause of action has accrued.
10. Changes:
Buyer reserves the right anytime to make changes in the materials or work orders; and if such changes cause an increase or decrease in work or costs, an equitable adjustment shall be made and this Purchase Order shall be modified in writing.
11. Remedies:
Buyer's remedies shall be cumulative and remedies herein specified do not exclude any remedies allowed by law or equity. Waiver of any breach shall not constitute waiver of any other breach of the same or any other provision. Acceptance of any items or payment therefore shall not waive any breach. Buyer shall have the right to withhold any money ever payable by it thereunder and to apply the same to any obligation of Seller to Buyer hereunder or otherwise.
12. Force Majeure:
Buyer may delay delivery and/or acceptance occasioned by any causes beyond its control.
13. Patents:
Seller shall indemnify and save Buyer harmless from any liability, loss, damage, judgment or award, including costs and expenses arising out of any claims or suits from infringement of patents or other rights purporting to cover the product ordered hereunder for its normal intended use. Seller shall, at its own expense, defend Buyer against such claims or suits, provided Buyer shall give Seller prompt notice in writing of such claims for suits and shall supply at Seller's expense all needed information.
14. Independent Contractor:
To the extent that Seller's obligations hereunder require the performance of services by Seller or work to be done by Seller on Buyer's property under Buyer's control, acting as an independent contractor, the Seller agrees:
a) To accept full responsibility for performing all work in a safe manner so as not to jeopardize the safety of Buyer's personnel, property, or members of general public; and,
b) To comply with and enforce all Buyer safety and fire protection regulations and all applicable state and municipal safety regulations, building codes or ordinances.
15. Inconsistent Terms:
In the event of any inconsistency between the matters noted on the face of this Purchase Order and the standard terms and conditions printed on the reverse side thereof, the latter shall prevail.
16. Compliance with Laws:
Seller warrants that all goods supplied hereunder will have been produced in compliance with, and Seller agrees to be bound by, all applicable laws, orders, rules and regulations.
17. Entire Agreement:
Except when issued to carry out a written contract between the parties, this Purchase Order constitutes the entire agreement of sale and purchase of the services or materials specified and is expressly limited to and made conditional upon the acceptance of all the terms and conditions. Any additional or different terms and conditions contained in any prior quotation or that may be contained in any acknowledgment of Purchase Order shall be deemed objected to by Buyer without further notice of objection and shall be of no effect nor, under any circumstances, be binding upon Buyer. Seller shall be deemed to have assented to all terms and conditions hereof if any of the services are performed or the material is shipped to Buyer.
18. Assignability:
Neither this contract nor any interest therein shall be assigned by the Seller except upon the prior written consent of the Buyer. Buyer may assign its rights and duties under this contract without Seller's consent.
19. Applicable Law:
This agreement shall be governed by the laws of Quebec and the laws of Canada applicable therein.
20. Language:
The Buyer and Seller hereof acknowledge that they have requested and are satisfied that this Agreement and all related documents be drawn up in the English language only. Les parties aux présentes reconnaissent avoir requis que la présente entente et les documents qui s'y rapportent soient rédigés en langue anglais seulement et elles s'en déclarent satisfaites.
21. Payment:
As agreed by the parties.
22. Raw Material Specifications:
Material shipped against this Purchase Order must comply with Buyer's raw material specifications which are attached where applicable.
23. Certificate of Analysis:
A certificate of analysis is required to arrive with the delivery of this order where applicable. The Buyer reserves the right to reject any lot for which a certificate of analysis is not immediately available when deliveries are made against this order.