Please read these Terms carefully, as they set out our and your legal rights and obligations in relation to the Products that we sell.
1.1 In these Terms:
These Terms and Invoices, Quotes, Order Confirmations contain the only conditions upon which the Supplier will deal with the Customer, and they govern all Contracts to the exclusion of all other terms and conditions.
3.1 Each order for Products given by the Customer to the Supplier will be deemed to be an offer by the Customer to purchase Products from the Supplier subject to these Terms.
3.2 In order for a Contract to come into force:
4.1 Unless otherwise agreed in writing:
4.2 If the parties agree that [delivery / collection] of the Products under a Contract will be by instalments, each instalment will constitute part of a single Contract, and not separate Contracts.
4.3 Any date or dates for [the delivery / the making available for collection] of the Products agreed by the parties as part of a Contract will not be of the essence of the Contract.
5.1 Legal and equitable title to the Products will pass from the Supplier to the Customer upon the later of:
5.2 Until title to the Products has passed to the Customer:
5.3 The Supplier shall be entitled without further notice to inspect or recover possession of any Products to which it retains title; and the Customer grants to the Supplier and its employees and agents an irrevocable licence to enter at any time any premises where the Products are or may be situated for the purpose of inspecting or removing any such Products the title in which has remained with the Supplier.
5.4 The Supplier may bring an action for the Prices of Products, and any other amounts due under a Contract, notwithstanding that title to the Products has not passed to Customer.
6.1 The Customer will not without the Supplier's prior written consent make or give any promises, representations, warranties or guarantees:
6.2 Without prejudice to the Supplier's obligations under Clause , the Customer must comply with all applicable laws, rules and regulations relating to, and must obtain all licences, permits and approvals required in relation to:
7.1 The Supplier may issue an invoice for the Prices under a Contract to the Customer at any time after the Contract has come into force / the Products have been delivered to the Customer / the Products have been made available for collection by the Customer.
7.2 The Customer will pay the Prices to the Supplier within  days of the date of issue of an invoice issued in accordance with Clause [7.1].
7.3 All amounts payable under a Contract are exclusive of all value-added, goods and services, sales, export, import, and other taxes and duties which will be payable by the Customer (except for taxes payable on the Supplier's net income, which will be payable by the Supplier).
7.4 If the Customer does not pay any amount properly due to the Supplier under or in connection with a Contract, the Supplier may charge the Customer interest on the overdue amount at the rate of 1.5% per month.
8.1 The Supplier warrants that:
8.2 All of the parties warranties, liabilities and obligations in respect of the subject matter of each Contract are expressly contained in these Terms or elsewhere in the relevant Contract. Subject to Clause [10.1] and to the maximum extent permitted by applicable law, no other terms concerning the subject matter of a Contract will be implied into that Contract or any related contract.
9.1 The Supplier will promptly and in any event within  Business Days, fully respond to all reasonable enquiries and complaints by the Customer relating to the quality, performance and durability of the Products.
9.2 If Products do not comply with any warranty given by the Supplier under a Contract, the Customer may with the prior agreement of the Supplier return those Products
for either (at the option of the Supplier):
9.3 Products returned under Clause [9.2] must be properly packed and returned to the address of origination within  Business Days of receipt of the Products by the Customer. Any Products returned in contravention of this Clause will not be the subject of any credits or replacements and the Customer will continue to be liable for payment of the Price in respect of such Products.
10.1 Nothing in the Contract will:
10.2 The limitations and exclusions of liability set out in this Clause  and elsewhere in the Contract:
10.3 The Supplier will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.
10.4 The Supplier will not be liable for any loss of business, contracts or commercial opportunities.
10.5 The Supplier will not be liable for any loss of or damage to goodwill or reputation.
10.6 The Supplier will not be liable in respect of any loss or corruption of any data, database or software.
10.7 The Supplier will not be liable in respect of any special, indirect or consequential loss or damage.
10.8 The Supplier will not be liable for any losses arising out of a Force Majeure Event.
10.9 The Supplier's aggregate liability under the Contract will not exceed the greater of the total amount paid and payable by the Customer to the Supplier under the Contract.
11.1 Each Contract will come into force in accordance with Clause , and will continue in force until the earlier of:
11.2 A Contract may be terminated in the following circumstances:
11.3 Either party may terminate any Contract immediately by giving written notice to the other party if:
12.1 Upon termination of a Contract, all the provisions of that Contract will cease to have effect, save that the following provisions of these Terms will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses [1, 5, 6, 7.4, 9, 10, 12 and 13].
12.2 Termination of a Contract will not affect either party’s accrued rights (including accrued rights to be paid and accrued rights to a remedy for breach of condition or warranty) as at the date of termination.
13.1 No breach of any provision of a Contract will be waived except with the express written consent of the party not in breach.
13.2 If any provision of a Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
13.3 Contracts may not be varied except by a written document signed by or on behalf of each of the parties.
13.4 The Supplier may freely assign its rights and obligations under a Contract without the Customer’s consent. Save as expressly provided in this Clause or elsewhere in a Contract, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in a Contract or any rights or obligations under a Contract.
13.5 Each Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to a Contract are not subject to the consent of any third party.
13.6 Subject to Clause [10.1]:
13.7 Contracts will be governed by and construed in accordance with law of the lands of (the product origin); and the courts of Quebec Canada or New York USA will have [non-]exclusive jurisdiction to adjudicate any dispute arising under or in connection with a Contract.