- In this legal agreement the following words will possess the following definitions:
- “Purchaser” means the conglomerate, person or any interested party who buys products.
- “Products” means the items to be provided to the purchaser by the purveyor;
- “Intellectual Property Rights” means all copyrights, trademarks, designs, ideas, registered and unregistered creations, and all other types of intellectual property; be it in this country or any other country where these laws apply.
- “Purveyor” means Bud Hub, Victoria, British Columbia, Canada.
- These Terms and Conditions will pertain to sales of Products by the Purveyor to the Purchaser to the forbiddance of all other terms and conditions alluded to, presented or depended on by the Purchaser, whether in deliberations or at any level in the transactions between the parties, including any regular or printed terms presented by the Purchaser, unless the Purchaser unequivocally mentions in writing, separately from such terms, that it desires such terms to pertain and this has been acknowledged by the Purveyor in writing.
- Any variation to these Terms and Conditions (including any unique terms and conditions agreed between the parties) will be irrelevant and considered immaterial unless agreed upon in writing by the Purveyor.
3) Price and Payment
- The price will be the Cost less agreed discount, unless previously agreed upon in writing between the parties. The price is exclusive of GST or any other applicable costs.
- Credit terms may be given but will be subject to satisfactory credit examination of the Purchaser by the Purveyor. The decision of credit will be at the solitary discretion of the Purveyor.
- Where credit is offered payment of the price and GST and any other related or relevant costs will be due within a decided upon number of days, unless previously agreed upon in writing. In instances where credit is not offered or available payment will be mandatory before release of Products by the Purveyor.
- If remittance of the cost or any part thereof is not paid by the due date, the Purveyor will be authorized to:
- demand remittance in advance of delivery in relation to any Products not formerly delivered;
- decline to make conveyance of any undelivered Products without sustaining any liability whatever to the Purchaser for non-delivery or any delay in delivery;
Any description designated or attributed to the Products is given by way of identification only and the use of such description will not represent a sale by description. For the prevention of doubt, the Purchaser hereby declares that it does not in any way rely on any description when joining into the contract.
Where a specimen of the Products is displayed to and examined by the Purchaser, the parties hereto accept that such a specimen is characteristic in nature and the majority of the order may differ slightly due to the nature of the manufacturing process.
- Unless previously agreed upon in writing, delivery of the Products will occur at the address specified by the Purchaser on, or as close as possible to the date requested by the Purchaser. The Purchaser will make all arrangements required to take delivery of the Products whenever they are tendered for delivery.
- If the Purveyor is unable to deliver the Products due to actions or circumstances under the control of the Purchaser, then the Purveyor will be authorized to place the Products in storage until such times as delivery may be effected and the Purchaser will be liable for any costs related to such storage.
- Any detriment, shortages, over deliveries and duplicated orders should be reported to the Purveyor within 14 days of signed receipt to allow replacement or refund.
Risk in the Products shall pass to the Purchaser upon reception of the Products. Where the Purchaser chooses to collect the Products itself, risk will pass when the Products are assigned to it or set aside for its retrieval, whichever may happen first.
Title in the Products will not pass to the Purchaser until the Purveyor has been fully compensated for the Products.
9) Return of Used Goods
- All Products are sold on a firm sale basis, i.e. the Purveyor will not take back any Products not required or sold by the Purchaser, unless previously or otherwise agreed upon, in which case the following terms apply.
- Any returns must be authorized by a representative of the Purveyor before any credit will be offered.
- Where the Seller concurs to accept the return of Products that are not damaged the Purchaser will be responsible for the price of transport and will guarantee that they are cautiously packaged to prevent any damage in transit. The Purveyor will not be obligated to receive any Products that are damaged in any way. Credit of amounts due or paid in will only be given for Products that are in saleable condition.
10) Limitation of Liability
- The Purveyor will not be liable for any loss or damage endured by the Purchaser in excess of the contract price.
- Nothing contained in these Terms and Conditions will be construed so as to limit or exclude the liability of the Purveyor for death or personal injury as a result of the Purveyor’s negligence or that of its employees or agents.
11) Intellectual Property Rights
All Intellectual Property Rights created from or arising as a result of the fulfillment of this Agreement will, so far as not already bestowed, become the absolute sole property of the Purveyor, and the Purchaser will do all that is reasonably necessary to ensure that such rights vest in the Purveyor by the execution of appropriate instruments or the creation of agreements with third parties.
12) Force Majeure
The Purveyor will not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable prediction or control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Purveyor will be authorized to a reasonable extension of its obligations. If the delay continues for such time as the Purveyor considers unreasonable, it may, without liability on its part, terminate the contract.
13) Relationship of Parties
Nothing contained in these Terms and Conditions will be interpreted as initiating or insinuating any form of partnership or joint venture between the parties and nothing in these Terms and Conditions will be deemed to depict either of the parties as the agent of the other.
14) Assignment and Sub-Contracting.
The contract between the Purchaser and Purveyor for the sale of Products will not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Purchaser, without the prior written consent of the Purveyor.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein will not be a waiver of them or of the right at any time thereafter to engage in the enforcement of all Terms and Conditions of this Agreement.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be terminated and the remainder of the provisions hereof will continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision removed.