Effective Date: as of today’s date
Innovative Tent Products Inc. (the “Seller”)
As provided in the Billing Information (the “Buyer”)
Quantity: As stated on Order Confirmation
Price: As stated on Order Confirmation
Payment Due: On completion of Order
Carrier Service: as determined by the Seller
Estimated Completion Date: approximately 4-6 weeks following the Effective Order Placement Date, unless otherwise stated in writing to the Seller. First production to commence on February 1, 2020.
Section I – Definitions
- “Carrier” – the party chosen by the Buyer responsible for the shipment of the Goods.
- “Goods” – the quantity of Cobra Roller’s as dictated by this Agreement
- “Shipping Agreement” – the agreement between the Seller and the Carrier for the provision of shipping services.
- “Party” and “Parties” – The Buyer and Seller are each referred to as a Party, and collectively as the Parties
- “Warehouse” – Deer Lake, NL
- “Warranty Period” – as defined in Section 7.01
Section II – Delivery Terms and Passing of Risk and Property
2.01 The Goods shall be delivered to the Buyer by a Carrier chosen in the sole discretion of the Seller, and shall be delivered to the Buyer based on terms set out in the Shipping Agreement, which shall be agreed upon at the Seller’s sole discretion, unless otherwise agreed in writing between the Parties.
The cost related directly to the shipping of the Goods to the Buyer, shall be for the account of the Buyer.
Notwithstanding any right of the Seller to retain the shipping documents until payment, risk and ownership in the Goods and all liabilities with respect thereto shall pass to the Buyer when the Goods are delivered to the Buyer.
2.02 Without limiting any other provision of the Agreement, any loss of, or damage to, the Goods occurring during or after the transfer of the Goods from the Carrier to the Buyer, which is caused by the the Buyer or any of their respective contractors, agents, or employees, shall be for the account of the Buyer.
2.03 The Buyer shall, on receipt of the delivery, inspect the Goods to confirm the quantity and for any signs of manufacturer’s defect.
2.04 The Seller, in its sole discretion, retains the right to terminate this Agreement if it is or will be prevented, either directly or indirectly, for reasons beyond its control, from delivering the Goods to the Buyer within a reasonable time from the estimated completion date. Such notice shall be provided to the Buyer in writing or by other similar electronic means.
In the event the Seller terminates the Agreement pursuant to Section 2.04, the Seller will provide the Buyer with a full refund of the purchase price or any funds advanced up to the date of termination under this Agreement.
Section III – Invoicing and Payment
3.01 The price of the Goods and the due date for payment shall be as specified above. Any pricing negotiations are specific to the transaction contemplated in this Agreement and shall not be applied to any other transaction.
Payment of the full amount of the Seller’s invoice shall be made without any discount, deduction, withholding, abatement, set-off or counterclaim in Canadian Dollars (unless otherwise specified in writing) on or before the due date.
3.02 Unless otherwise agreed, the payment of any other costs, expenses or charges which arise under the terms of this Agreement shall be made against the presentation of the Seller’s invoice and shall be for immediate settlement by the Buyer on or by the date advised thereon.
The Buyer is responsible for the payment of all taxes and/or reimbursement of the Seller for all taxes paid by the Seller related with the sale of the Goods, unless the Buyer provides a tax exemption certificate acceptable by the applicable taxing authority.
The Buyers obligation to pay shall survive the term of the Agreement and shall not be deemed fulfilled for so long as the price of the Goods and any other costs, expenses or charges have not been credited in full into the Seller’s back account.
3.03 If the due date for payment falls on a weekend or any other day that which is not a banking day in Newfoundland and Labrador or such other place as may be designated by Seller for payment, then any such payment shall be made on the next following banking day.
3.04 In addition to any other rights of the Seller, all expenses incurred by the Seller, including but not limited to, reasonable legal fees, court costs and collection agency fees, caused by delayed payment or non-payment by the Buyer of the full amount of the Seller’s invoice shall be for the account of the Buyer and payable upon demand with supporting documentation.
3.05 Payment shall be received, in full, prior to the Seller releasing the Goods to the Carrier for shipment.
Section IV – Warranties and Representations
4.01 The Seller warrants that the Goods are fit for the purpose for which they are intended, that being the assembly and disassembly of compatible commercial tent side walls.
4.02 The Seller warrants that all Goods will be free of damage at the time it is delivered to the Carrier.
4.03 The Seller makes no warranties or representations other than those stated in Section V and Section VII of this Agreement.
Section V – Refunds, Returns, and Cancellations
5.01 Refunds will be offered on the Starter Pack only if requested within 10 days of the Goods being delivered to the Buyer. The cost of returning the Goods to the Seller is the responsibility of Buyer.
5.02 The Buyer reserves the right to cancel this Agreement on event of the following:
- The Buyer fails to pay any outstanding invoice when it becomes due;
- The Buyer becomes insolvent or files for bankruptcy with outstanding payment due to the Seller;
- The Seller, at its sole discretion, believes its likelihood of payment is impaired.
Section VI – Indemnity
6.01 The Buyer agrees to indemnify and save harmless the Seller from any and all liability in relation to claims for loss, damage or injury caused or occasioned by the installation, use, operation, repair, or modification of the Goods.
6.02 The Seller agrees to indemnify and save harmless the Buyer from any and all liability in relation to claims for loss, damage, or injury caused by the direct negligence of the Seller.
6.03 The Seller and Buyer have agreed to the following liquidated damages:
The Seller’s liability to the Buyer for all claims for loss or damages resulting from defective Goods will be limited to the replacement cost of the defective Goods, including the cost of delivery on the account of the Seller.
Section VII – Product Warranty
7.01 The Seller warrants to the Buyer that for a period of 12 months from the date of shipment of the Goods (the “Warranty Period”) the Goods will:
- Conform, in all material respects, to the specifications and descriptions of the Goods;
- Be free from manufacturer’s defects in design, materials, and workmanship;
- Be fit and safe for use consistent with, and sufficient for, the particular purpose indicated by the Seller in section 4.01; and
- Comply with all applicable laws.
7.02 All warranty claims filed within the Warranty Period will be subject to the Limited Warranty annexed hereto as Schedule “A”.
Section VIII – General Provisions
8.01 The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation hereof.
8.02 Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.
8.03 This Agreement will be governed by and construed in accordance with the Laws of the Province of Newfoundland and Labrador and the Laws of Canada applicable therein. The Parties hereby attorn to the exclusive jurisdiction of the courts of Newfoundland and Labrador and agree that all actions in respect of this Agreement will be brought in the courts of Newfoundland and Labrador.
8.04 The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision hereof and any such invalid or unenforceable provision will be deemed to be severable.
8.05 This Agreement and any other agreements and documents to be entered into pursuant to the provisions hereof constitute the entire Agreement between the Parties hereto pertaining to the subject matter hereof. This Agreement supersedes any prior Contracts, negotiations and discussions of the Parties in respect of the subject matter hereof. No amendment, waiver or termination of this Agreement will be binding unless executed in writing by the Party to be bound thereby and no such amendment or waiver will extend to anything other than the specific subject matter thereof. The failure at any time of any Party to insist upon strict performance of any provision of this Agreement will not limit the ability of that Party to insist at any future time whatsoever upon the performance of the same or any other provision (except insofar as that Party may have given a valid and effective written waiver or release).
as otherwise stated herein, all amounts are stated in Canadian currency.
DATED as of the Effective Date written above.
INNOVATIVE TENT PRODUCTS INC.
Confirmation of agreement to be bound provided online