TERMS AND CONDITIONS OF SALE
You (“Buyer”) desire to purchase from Juicing Dot Systems Inc. (“Seller”), and Seller desires to sell to Buyer, on the terms and subject to the conditions set forth herein, certain products and services as specified herein.
NOW THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the parties hereto, intending to be legally bound, agree as follows:
Agreement. All sales of products and services by Seller to Buyer are made pursuant to these terms and conditions and the Seller’s quotation (“Quotation”) in respect of such products and services (collectively, the “Agreement”). No other or additional terms or conditions are or will be accepted and are expressly rejected.
Products. Buyer shall purchase from Seller and Seller shall sell to Buyer the products (“Products”) and services (“Services”) described in the Quotation.
Purchase Price and Payment. Buyer agrees to pay to Seller the amount set forth in the Quotation (“Purchase Price”) in consideration for the Products and Services. The Purchase Price shall be paid by Buyer as follows:
A deposit in the amount of 30% of the Purchase Price (“Deposit”) shall be paid by Buyer to Seller contemporaneously with the acceptance of this Agreement by Buyer. The Deposit shall be non-refundable in all cases.
The balance of the Purchase Price shall be paid on or prior to the delivery date set out in the Quotation. Seller may withhold delivery of the Products and Services until the Purchase Price is paid in full, and Seller shall not, in such event, be liable for breach or non-performance of this Agreement. Buyer agrees to pay interest on any amounts not paid when due at a rate of 3% of the amount not paid when due per month, or, if such rate is in excess of applicable governing law, Buyer agrees to pay the maximum permitted rate, until such time as the amounts due have been paid in full.
No amendment or modification of this Agreement shall be permitted without the prior written consent of both parties. In the event Buyer requests an amendment or modification in respect of the Products and Services, Seller will provide a quotation to Buyer within ten (10) days detailing the corresponding change in delivery, price, materials, and similar. Seller shall not be obligated to implement the requested amendment or modification until the quotation is agreed by the parties.
Unless otherwise noted on the Quotation, prices are exclusive of expenses related to special packaging or procedures to cover unique circumstances of shipment or storage unless specifically noted. Until mutual execution of this Agreement, quoted prices are subject to change. Stenographic, clerical and mathematical errors are subject to correction.
All goods shall be shipped in accordance with the terms set out in the Quotation. The risk of loss of the Products shall transfer to the Buyer in accordance with the terms set out in the Quotation. Notwithstanding the foregoing: (i) all dates for the furnishing of Services and/or delivery or shipment of Products are approximate only and are subject to change by Seller; and (ii) under no circumstances shall the Seller be liable for failure to deliver the Products or perform the Services in accordance with any specified date or schedule.
The Buyer is obliged to accept delivery of all Products regardless of the amount of notice of delivery provided by Seller. All additional costs incurred by the Seller as a result of the Buyer’s non-acceptance or late acceptance of the delivery of the Products shall be for the Buyer’s account. In the event that the Buyer does not accept a Product at the time that such Product is delivered to it, such Product will be stored at the expense and risk of the Buyer.
Taxes. The Purchase Price does not include sales, use, VAT, excise, occupation, processing, transportation or other similar taxes which Seller may be required to pay or collect with respect to the Products and/or Services under applicable laws. All taxes shall be paid by Buyer, or Buyer shall provide Seller with a tax exemption certificate that is acceptable to the Seller in form and substance. Buyer shall also assume and pay any import or export duties and taxes, with respect to the Products, and shall hold harmless, indemnify, and reimburse Seller therefrom.
It is Buyer’s responsibility to provide Seller physical access to the installation area for the Products (i.e. door openings, etc.) as required by Seller. Buyer shall arrange for adequate lighting and, if necessary, heating of the premises in which the Services is to be performed.
If any part of the Services depends, for proper execution, on work to be performed by Buyer or any contractor of Buyer (“Buyer’s Work”), Seller shall inspect the Buyer’s Work prior to initiating the Services and report to Seller any defect in the Buyer’s Work that renders it unsuitable for the proper execution of the Services. Seller’s failure to report any such defects shall not constitute a default hereunder or an acceptance of Buyer’s Work as fit and proper for the execution of the Services. Buyer shall be responsible for ensuring that all Buyer’s Work meets any requirements for such work specified by Seller and is otherwise fit and proper for the execution of the Services. Seller shall not be liable for any delay in delivery and installation of the Products, damage to the Products or any other losses incurred by Buyer arising, directly or indirectly, out of or in connection with the failure of Buyer’s Work to meet any requirements for such work specified by Seller or otherwise failing to be fit and proper for the execution of the Services.
To the extent permitted by the manufacturer of the Products, Seller shall assign to Buyer any manufacturer’s warranties with respect to the Products.
SELLER MAKES NO WARRANTIES WITH RESPECT TO ANY PRODUCTS OR SERVICES, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY AND/OR THOSE ARISING BY STATUTE OR OTHERWISE BY LAW OR FROM ANY COURSE OF DEALING OR USE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED.
TO THE GREATEST EXTENT PERMITTED BY LAW, SELLER HEREBY DISCLAIMS ANY AND ALL LIABILITY ARISING, DIRECTLY OR INDIRECTLY, OUT OF OR IN CONNECTION WITH THE PRODUCTS AND SERVICES, THEIR USE, PERFORMANCE AND ANY TRAINING IN CONNECTION THEREWITH. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL SELLER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONSULTANTS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY DAMAGE, LIABILITY, EXPENSE, CHARGE, FINE, OR ANY OTHER LOSS, INCLUDING EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITY, INCURRED BY BUYER OR ANY THIRD PARTY ARISING, DIRECTLY OR INDIRECTLY, OUT OF OR IN CONNECTION WITH THE PRODUCTS AND SERVICES, INCLUDING THEIR USE, PERFORMANCE AND ANY TRAINING IN CONNECTION THEREWITH.
Security Interest. In the event that Seller agrees to accept payment for the Products and/or Services subsequent to performance and/or delivery, until payment of the Purchase Price has been made in full, Seller shall have a security interest in the Products and the Products shall remain personal property. Upon request, Buyer shall execute and deliver to Seller security agreements and other documents further evidencing Seller’s security interest. Buyer authorizes Seller to file a financing statement or statements relating to the Products, as Seller may deem appropriate and appoints Seller as Buyer’s attorney-in-fact for the limited purpose of executing (without requiring Seller to do so) documents in Buyer’s name and performing other acts that Seller deems appropriate to perfect and continue its security interest and to protect and preserve the Products. In the event Buyer defaults in making any payment due Seller, Seller, in addition to any other rights or remedies provided by law, shall have the right, with or without legal process, to enter the place where said Products are located and to repossess the Products in accordance with the Personal Property Security Act (British Columbia).
Returns and Restocking. Products may be returned to Seller only with the prior written consent of Seller. In the event that Seller consents to any return of Products, Buyer shall be responsible for any and all shipping costs for delivery to Seller’s facility, along with a restocking fee in the amount of 15% of the Purchase Price.
Goods for Export. If the ultimate destination of the goods is outside of Canada, the parties agree that Convention on the Contracts for the International Sale of Goods does not apply in any way this Agreement. In the event that Buyer purchases goods for export without notifying Seller, Seller reserves the right to cancel the contract at no penalty or liability for breach in the event that Seller objects to the ultimate destination of the goods, and Buyer will have sole liability and shall defend, indemnify and release Seller for any loss or damage (including without limitation, claims of governmental authorities) arising from the export from Canada or import into another country of such goods, including, without limitation, those related to packaging, labeling, marking, warranty, contents, use, or documentation of the goods. Buyer has sole responsibility for obtaining any required export licenses. Buyer will not take, and will not solicit Seller to take, any action which would violate any anti-boycott or any export or import statutes or regulations of the United States or other governmental authorities and shall defend, indemnify, and reimburse Seller for any loss or damage arising out of or related to such actions.
Proprietary Information. Seller shall retain title to all engineering and production prints, drawings, technical data, and other intellectual property, information and documents that relate to the Products and Services. All such information and documents disclosed or delivered by Seller to Buyer: (i) are to be deemed proprietary to Seller; (ii) shall not be disclosed to any third party for any reason without the express prior written consent of Seller; and (iii) shall be used by Buyer solely for the purpose of inspection, installation, and maintenance of the Products, and not for any other purpose. Buyer will not reverse-engineer or otherwise modify the Products, and will not disassemble or disconnect any components of the Products without the advance written consent of Seller.
Force Majeure. Seller shall not be liable for delays in performance, failure to perform, or any other any breach of this Agreement to the extent that such delay, failure or breach is due to any cause which is beyond the reasonable control of Seller, including fire, explosion, flood, or other acts of God; acts, regulations, or laws of any government; war or civil commotion; strike, lock-out or labor disturbances; failure to procure labor; failure to procure materials; or failure of public utilities or common carriers.
Governing Law and Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of British Columbia and the federal laws of Canada applicable therein without reference to conflicts of law principles. The parties attorn to the exclusive jurisdiction of the Courts of British Columbia.
Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter contained herein and supersede all prior and contemporaneous undertakings and agreements of the parties, whether written or oral, with respect to the subject matter herein.
Amendment. No amendment or modification to this Agreement will be valid unless set forth in writing and signed by authorized representatives of both parties.
Notices. All notices hereunder will be in writing and will be deemed to have been duly given when mailed (by certified mail, postage prepaid) to the party at its address set forth in the Quotation.
Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party. Any assignment or any attempted assignment in contravention of this Section shall be void and without effect. This Agreement shall be binding on both Buyer and Buyer’s successors and assigns.
Binding Provisions. This Agreement shall be binding upon and enure to the benefit of the parties and their respective successors and permitted assigns.
Captions. The paragraph captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of the paragraphs of this Agreement, nor in any way affect this Agreement.
Waiver. No failure by a party to exercise any power given it under the Agreement, or to insist upon strict compliance by the other parties of any obligation under the Agreement, and no custom or practice at variance with the terms of the Agreement will constitute a waiver of such party’s right to demand exact compliance with the terms of the Agreement. A waiver of any default under the Agreement or of any term or condition of the Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or any other term or condition, but shall apply solely to the instance to which such wavier is directed.
Severability. In the event any provision of the Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired hereby. The parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision.
Vernon, February 16th 2018