Specific Terms and Conditions of Sale - FRONTLINE Face Shield

IPEX Inc.
FRONTLINE TM Face Shield
Specific Terms and Conditions of Sale

 

1. Scope

All sales of FRONTLINE TM Face Shield (the “Products”) are subject to these specific terms and conditions (“SpecificT&Cs”). It is expressly agreed that any terms and conditions contained in the Purchaser’s order or otherwise stipulated will be deemed for the Purchaser’s internal use only and will not be binding on the Vendor.

2. Orders

Purchaser’s orders (“P.O”) are conditional upon satisfactory credit approval by the Vendor. The Vendor may refuse any P.O., at its sole discretion. The P.O. is not binding until expressly accepted by the Vendor.

Once confirmed by the Vendor, orders for non-stocked products cannot be cancelled, modified or returned by the Purchaser, except with the Vendor’s written consent and upon terms which provide for indemnification of the Vendor for the costs and expenses incurred and he may modify or cancel any P.O. prior to shipment, without recourse to Purchaser.

Vendor reserves the right to cancel the sale of any product, at any time, at its sole discretion.

3. Shipments, Title to the Products and Risk of Loss

Any delivery schedules stipulated are approximate only. Under no circumstances will the Vendor be responsible for any damage whatsoever caused by delays in shipment, whether resulting from causes within or beyond the control of the Vendor.

Vendor agrees to pay freight charges for all orders of a minimum value of CDN$5000 for delivery within the Province of Ontario.

All other shipments are Ex Works (Vendor’s location) (ICC Incoterms), as indicated on the invoice. Freight prepaid orders, when applicable, will be delivered by the carrier of the Vendor’s selection, unless the use of other carriers is agreed to in writing with the Purchaser.

Risk of loss and title to the Products shall in any case pass to the Purchaser upon delivery of Products to the carrier at Vendor’s shipping dock or upon the invoicing of the Products, whichever occurs first.

Purchaser must verify quantities and report discrepancies within 2 business days of receipt.

4. Prices

All prices quoted or published are Ex Works (Vendor’s location), and do not include any sales, use, excise or any other tax or levy imposed by any present or future law, regulation or other order, on any of the Products.

Published prices are subject to change without notice until orders are accepted by the issuance of an order confirmation, whereupon prices will remain firm for those shipments that take place within the 30-day period following the date of the order confirmation. For specific projects, contracts or quotations, the Vendor may agree in writing to protect prices for an extended period of time. Each order may be shipped in whole or in part at the Vendor’s discretion. Each shipment  made will be immediately invoiced.

In order to be exempt of the applicable taxes, Purchaser must provide the Vendor with applicable tax exemption certificates or other documents.

5. Terms of Payment 

Unless other terms of payment are agreed to in writing by the Vendor, 50% of the payment is due on the date of the invoice. The balance of 50% shall be paid within 30 days from the date of delivery of the Products. No cash discount is applicable. Overdue accounts shall bear interest at a rate of 18% per annum. The granting of credit by the Vendor is at all times based on its evaluation of the Purchaser’s financial condition. If such financial condition does not justify continuance of shipment on credit the Vendor may require full or partial payment in advance. Notwithstanding the above, If no evaluation of the Purchaser’s financial condition has been made, no credit will be granted and the full amount will be payable by the Customer prior to shipment of the Products.

6. Return of Products

Under no circumstances will the Vendor accept the return of Products.

7. Changes to Products

The Vendor reserves the right to make changes or improvements to its Products without assuming any further obligation.

8. Patent Rights

If any claim is made against the Purchaser based on the allegation that any of the Products sold by the Vendor constitute an infringement of any patent, the Purchaser shall notify the Vendor immediately. The Vendor shall have the right, at its own option and expenses, to take any actions to protect and defend its rights.

9. Force Majeure

The Vendor shall in no event be responsible or liable for any non-performance or delay in performance hereunder or any loss or damage of any kind or nature whatsoever, direct or indirect, suffered by the Purchaser, subsequent purchasers, end-users of the Products or any other person, as a result of any causes beyond the reasonable control of the Vendor including, without limitation, fires, floods, civil commotion, riots, wars, acts of God, embargos, acts of or acts authorized by any government or standard organizations, adoption of laws or regulations, strikes/slowdowns, lock-outs/walk-outs, labor shortages, accidents, breakdowns, power outages, delays in shipments, manufacture, transportation or delivery of goods or materials, shortages of materials or supplies, price alterations, epidemic or pandemic.

10. Governing Law

This agreement and all rights and obligations hereunder shall be governed by the laws of Ontario and all actions commenced pursuant hereto shall be brought in a court of competent jurisdiction residing in Toronto, Ontario. The parties agree to exclude this Agreement and the purchases made thereunder from the application of the United Nations’ Convention on the Sale of Goods.

11. Non-waiver

No delay, failure, change or waiver by the Vendor to exercise any one or more of its rights under these terms and conditions of sale shall be construed or shall operate to be a waiver thereof or a continuing waiver of such terms and conditions.

12. Warranty and Limitation of Liability

12.1   The Purchaser acknowledges that the Products are sold “as is”.

12.2  THERE IS NO WARRANTY, CONDITION OR REPRESENTATION OF ANY NATURE WHATSOEVER, EXPRESSED OR IMPLIED, BY STATUTE OR OTHERWISE, EXCEPT AS HEREIN CONTAINED. ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS OF THE PRODUCTS FOR A SPECIAL PURPOSE AND ANY OTHER WARRANTY OF QUALITY ARE EXPRESSLY DISCLAIMED.

12.3  THERE SHALL NOT BE ANY LIABILITY FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY CLAIM, WHETHER IN CONTRACT OR IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WITH RESPECT TO OR ARISING OUT OF THE SALE, DELIVERY OR USE OF ANY PRODUCTS SOLD TO PURCHASER.

12.4   No statement, conduct, or description by the Vendor, any of its affiliates, their respective representatives, distributors or agents, in addition to or beyond this Limited Warranty, shall constitute a warranty.

13. IMPORTANT

Without limiting any other restriction in any of the Vendor’s documentation, the Products must not be used or sold anywhere outside of Canada at any time. It must not either be used in any way related to nuclear material or to a nuclear facility.