General Terms & Conditions of Sale
1. General Terms and Conditions
The acceptance by Impact Cases Inc., its divisions, subsidiaries and related companies (the SELLER) of any order for merchandise is conditional upon the Applicants (the BUYER) assent, which is hereby given that the terms and conditions hereof and/or any order acknowledgment and/or and invoice shall constitute the applicable terms and conditions of sale which shall override any purchase order given by the BUYER. Confirmed orders cannot be modified by the BUYER except with the SELLER's written consent. All clerical errors, including in quotes, prices, invoices and acknowledgments are subject to correction.
2. Terms of Payment
All Invoices shall become due and payable in full without deduction for any reason, no later than 30 days from the Invoice date, unless otherwise specified in writing by the SELLER. If shipment is delayed by the BUYER, the Invoice shall be deemed to be the date on which the merchandise was ready for shipment.
The SELLER has the absolute right to modify at any time, without notice, any price initially submitted.
Any delivery dates that may be given by the SELLER from time to time will be approximate dates which may vary, including by reason of factors which are out of the SELLER's control.
5. Cancellation / Delays
The seller reserves the right to make partial shipments and back-order items. The BUYER acknowledges that certain merchandise may also become unavailable following the acceptance of an order. The SELLER shall not be liable for any costs or damages whatsoever arising from any delays or failure to deliver merchandise, including by reason of any cause beyond the SELLER's reasonable control, labour disruptions, civil commotions, government action, accidents, natural disasters, fires, acts of God and the unavailability, late receipt, shortage or inability to obtain supplies, raw materials, labour, equipment, transportation and other like causes. In such cases, the SELLER may terminate an order even if partial delivery has been made without incurring any liability.
6. Shipping Instructions
The SELLER shall use the carrier of it's choice to ship merchandise to the place of destination, given by the BUYER, unless instructed otherwise. The BUYER shall pay for all transportation and insurance costs. Unless stipulated otherwise in writing by the SELLER, all sales of merchandise shall be an FOB SELLER'S warehouse basis.
7. Shipping Damage Claims
The SELLER shall not have any liability or responsibility whatsoever for damages in transit. Risk of loss or damage to merchandise shall pass to the BUYER upon its being taken over by the carrier. All claims must be filed with the carrier within three (3) days following delivery.
8. Conditions of Merchandise
The BUYER shall inspect all merchandise immediately upon delivery. The BUYER'S acceptance of delivery shall be deemed to be an acknowledgment that the merchandise has been received in a satisfactory condition and which conforms to any purchase order. The BUYER shall have ten (10) days from delivery to advise the SELLER in writing of any deficiency in quality and three (3) days for any shortage claim. Failing receipt of such notices, the BUYER shall be barred from invoicing any deficiencies in demand or in defence.
9. Seller's Liability
The SELLER shall not, under any circumstances, be held liable for an amount in excess of the price of the merchandise sold or, in the case of defective merchandise, the price of the defective merchandise. The SELLER may not be held liable for consequential incidental, indirect, exemplary or punitive damages.
10. Made to Order Goods
Merchandise prepared according to BUYER'S own specifications is not returnable nor are orders subject to cancellation by the BUYER for any reason or at any time whatsoever.
Upon the occurrence of any of the following events, the BUYER shall automatically and immediately be in default. A) non compliance with any term or condition of this agreement or any other obligation towards the SELLER; b)the insolvency, appointment of a receiver or manager to the BUYER'S assets or the seizure of any assets; or c) the BUYER committing an act of bankruptcy or voluntarily and/or involuntarily becoming the subject to proceedings under insolvency legislation. In the event of any such default, the SELLER may without notice and at its discretion a) deny any further credit to the BUYER; b) demand immediate and full payment of all outstanding balances; c) cancel any pending orders and/or defer shipment of any further merchandise.
12. Denial of Credit
The SELLER may at any time deny any further credit to the BUYER for such reason(s) it deems appropriate, in its absolute discretion.
13. Collection Fees
If the SELLER has recourse to a lawyer to collect unpaid accounts, the BUYER will be liable to the SELLER for an amount equal to TWENTY PERCENT (20%) of such unpaid accounts, payable as liquidated damages.
The BUYER shall advise the SELLER of any changes, which may affect its business or its financial situation. The BUYER further agrees to provide the SELLER with such additional information it may reasonably request from time to time, including its financial statements and such other reports customarily given by the BUYER to its Financial Institutions.
Failure to insist upon the performance of any of the BUYER'S obligations hereunder shall not constitute: waiver of any of the SELLER'S rights nor an alteration of the BUYER's obligations hereunder.
The BUYER'S rights hereunder or to any credit hereafter granted are not assignable or transferable, including by way of merger or other corporate reorganization, without the prior written authorization of the SELLER.
17. Applicable Law
The laws of the Province of Ontario, Canada, apply to this agreement and any sale of merchandise, regardless of Freight on Board point.