Terms and Conditions - Eco-Vehicle Corp.

General Terms and Conditions of Sale and Delivery

Article 1: Definitions and General Provisions about Terms and Conditions

The Eco-Vehicle Corporation may review and change the “General Terms and Conditions of Sale and Delivery” from time to time and at any time without further notice. Therefore, check out any update is the user’s responsibility.

General Terms and conditions of Sale and Delivery

These general terms and conditions of sale and delivery, together with any other Special Conditions (as defined below) will apply to all buyer and/or your purchases of Goods, Products, and Services, whether you are ordering online, by telephone or by mail or by purchase order etc. Please read this document carefully before placing your order because we may review and change these terms and conditions from time to time and at any time. Please check them out carefully before you make any purchase or place an order. The Eco-Vehicle Corporation reserves the rights to review and change the “General Terms and Conditions of Sale and Delivery” from time to time and at any time without further notice. Therefore, check out any update is the Buyer’s responsibility.

When using our website, please refer to our website user general term and conditions of sale and delivery along with our legal and privacy. We may provide links to other, third party websites on our website. These links are for your information only and do not constitute any endorsement of any third party products, goods, services or information and Buyer/you acknowledge and accept that any reliance upon such information shall be at your own risk.

All intellectual property in the Goods, Products, and Services (including, without limitation, any information, documentation and/or materials produced in connection with the Goods or Products or Services) are and shall remain fully vested in us- The Eco-Vehicle Corporation. Nothing in these terms and conditions or any Special Conditions shall grant to you any rights to, or in, patents, trademarks, copyrights, database rights, business and trade secrets, trade names, etc. (whether registered or unregistered), or any other rights or licences in respect of the Goods or Products or Services.

These terms and conditions are governed by Canada laws; therefore you can only bring legal proceedings in respect of our goods, products or services in the Canada courts.

No waiver by us of any breach of the Contract by Buyer/you is considered as a waiver of any subsequent breach of the same or any other provision.

he Goods and/or Products and/or Services provided by us are for information only and should not be used as conclusive, complete or authoritative. We make no representation, warranty or guarantee in respect of the Goods or Products or Services and shall have no liability to Buyer/ you (whether in contract, tort, negligence or otherwise and howsoever arising) for any loss, damage, injury, incident, suffering, costs or expenses incurred by Buyer/you, or any third party, acting in reliance upon or by virtue of any information which has been accessed by Buyer/you or by virtue of the Goods or Products or the Services provided under this Contract.

The views and/or opinions expressed by any of our employees (including, without limitation, any training personnel) during the provision of the Goods or Products or Services (or otherwise) may not represent our views and/or opinions and we shall have no liability to you or buyer or customer or any third party (whether in contract, tort, negligence or otherwise and howsoever arising) for any loss, damage, injury, incident, suffering, costs and/or expenses incurred resulting from the expression of such views and/or opinions by any of our employees.

We will only do business with you or buyer or customer or any third party on the basis of these general terms and conditions of sale and delivery. When you or buyer or customer or any third party places an order or a purchase order with us (Eco-Vehicle Corporation), you place it subject to these general terms and conditions. Accepting delivery of our products means you accept all these terms and conditions and none other.

The General Terms and Conditions of Sale and Delivery (“GTCSD”) define the rights and obligations of Eco-Vehicle Corporation (the “Vendor/Seller”) and of its customers (the “Buyer/Customers/You”), and apply to all contracts or orders (hereafter “Contract” or “Order”) between the Vendor and a Buyer, (the “Parties”), for the sale of the Vendor’s products and/or services (the “Products”), subject to particular amendments to the GTCSD specifically negotiated and agreed upon in writing by the Parties within the framework of a specific Order. Unless so amended, the GTCSD will govern the relationship between the Parties as to all matters within the scope of an Order. Thus, inconsistent provisions contained in a Buyer’s document – such as Requests for Quote, orders, websites, etc. - purporting to define general or particular terms of purchase or sale shall not be construed to amend, modify, supplement or supplant the GTCSD, as any such inconsistent provision or term shall be deemed inapplicable to any Order by a Buyer for any of the Vendor’s Products. In short, all such conflicts with such Buyer’s documents will be governed and resolved in accordance to the GTCSD.

1). General:

In these terms -"Seller" means the seller of the Goods or Products or Services as defined herein; "Buyer/Customer" means the entity purchasing the Goods or Products or Services, including any accessories associated with the Goods thereof; "Goods" means the goods, products and materials manufactured, imported, supplied and/or delivered for or by Seller to Buyer, as such were approved by Seller in reply to Buyer's order or “Purchasing Order” with at least of 95% security deposit to Seller’s bank account and accordingly listed in the Approval of Order; "Approval of Order", in respect of any Buyer's order or “Purchasing Order”, means the instrument issued by Seller, bearing the same reference number of such order and specifying with at least of 95% security deposit to Seller’s bank account and verified by the Bank, among any other terms, the items of Goods, including their respective price and quantity, which shall be supplied to Buyer upon such order; "Contract" means the contract for the supply of Goods or Products or Services which have been ordered by Buyer and specified in Seller's Approval of Order, which contract is concluded based on these Terms and Conditions of Sale and Delivery unless otherwise specified in the Approval of Order by Seller.

1.1 Specifically, in all the general terms and conditions of sale and delivery (“General Conditions”), the following words have the following meanings:

1.1.1 “Consumer” means any customer who is purchasing outside the course of his or her business or trade;
1.1.2 “you” means the Consumer or Buyer or Customer or any other person or organisation submitting an order for Goods or Products or Services we sell; “Buyer” means the organisation or person who buys Goods from the Seller or Vendor;
1.1.3 “Goods” means goods or Products to be supplied under these terms and conditions; and “Goods” also means the articles to be supplied to the Buyer by the Seller;
1.1.4 “Services” means the services to be supplied under these terms and conditions;
1.1.5 “Special Conditions” means conditions relating to specific Goods or Products or Services supplied under these conditions; and the “Conditions” means the terms and conditions of sale and delivery set out in this document and any special terms and conditions agreed in writing by the Seller;
1.1.6 “Intellectual Property Rights” means all patents, trademarks, copyrights, database rights, business and trade secrets, trade names, etc. registered and unregistered designs, copyright, trademarks, copyrights, database rights, trade secrets, trade names, know-how etc. and all other forms of intellectual property wherever in the world enforceable;
1.1.7 “Party” means either you or us; “Parties” means you and us;
1.1.8 "Pre-Order Title" means Good (s) or Product (s) not yet published, released, ordered by you or Buyer and to be supplied under these conditions;
1.1.9 "Writing" means letter, fax or email by authorized officer or personnel.
1.1.10. “Contract” means a contract between us and you for the supply of Goods or Products or Services;
1.1.11. “Products” means products that we sell;
1.1.12. “Due Date” means the date of payment notified by us to you;
1.1.13. “Working Days” means days excluding Saturdays, Sundays and public or Statutory holidays.
1.1.14. “Delivery date” means the date specified by the Seller when the Goods or Products or Services are to be delivered;
1.1.15. “Price” means the price set out in the list of prices of the Goods or Products or Services maintained by the Seller as amended from time to time or such other price as the parties may agree in writing plus such carriage, packaging, insurance, shipping, taxes, duties, or other charges or interest on such as may be quoted by the Seller or as may apply in accordance with these conditions;
1.1.16. “Seller” herein means Eco-Vehicle Corporation, Calgary, Alberta, Canada, T2C 1Z6

1.2 The contract for the supply of Goods and/or Products and/or Services (“Contract”) will be formed when we accept your order. Acceptance of an order by us can only be made in Writing by authorized officer or personnel of Eco-Vehicle Corporation.

1.3 These terms and conditions and any matters referred to on our order acknowledgement (as appropriate) form the entire understanding between you and us and supersede any prior promises, representations or undertakings.

1.4 Any omission or error in any sales literature, web page or site, order form, price list, order acknowledgement, dispatch note, invoice or other document issued by us may be corrected by us without liability.

1.5 Article or Clause headings are for convenience only and do not affect the interpretation of these terms and conditions. Words in the singular include the plural and vice versa.

1.6 Any applicable Special Terms and Conditions are supplemental to these terms and conditions.

1.7 These terms and conditions and any Special Conditions do not apply to any sales by third parties on our website. Sales by third parties shall be subject to that third parties terms and conditions (if applicable). Buyer/You should read any third party terms and conditions prior to placing your order. You acknowledge and accept that we have no responsibility for and shall have no liability to you in respect of any sales by third parties on our website.

Sales of Products include all retail packaging but exclude all other containers and packaging which must be returned to us in good condition failing which you will be charged the repair or replacement cost as appropriate.
Our Goods or Products or Services are sold to you subject to these General Terms and Conditions (as same may be amended by us from time to time), which form part of every Contract that we enter into with you for the supply of Goods or Products or Services. Any terms and conditions contained in any purchase order or any other document except those specifically agreed to in writing by our authorized officer shall be void and of no effect. We may alter these General Terms and Conditions from time to time without further notice. In some cases, in such manner as we determine upon giving notice to that effect to you. Such amendment will, however, not affect any Contract that we may have entered into with you prior to the date of the amendment.
If at any time any provision of these General Terms and Conditions is or becomes illegal, invalid or unenforceable in any respect that shall not affect the legality or enforceability of any other provision of these General Conditions.
We will not be bound by clerical or arithmetical errors in documents issued by us.
We reserve the right to discontinue or alter the material, design, configuration, manufacturing processes, preparation or presentation etc. of the Products without notice.
We will make reasonable endeavors to meet your requirements as to time and date of delivery but may make part-deliveries towards fulfillment of any order and will not be liable to you for any failure to deliver the Products by or at any particular time or date. We may from time to time, such as but not limited to bank holiday weeks or holiday periods, make delivery on a date other than that printed on the Eco-Vehicle Corporation delivery note. However, your Eco-Vehicle Corporation invoice will reflect the date the delivery actually took place and also the subsequent due dates of payment.
In the interest of quality control you agree to serve Products to your customers only within the time limits recommended by us, and not (unless with our express prior consent) to sell or dispose of any Products other than to your retail customers. Credit claimed for any of the Product returned will be disallowed if the Product is analysed at one of our relevant laboratories and/or by one of engineering personnel is found not to comply with the specifications of the Product as supplied. We will not provide credit on returned Goods or Products after received over 10 days.
You shall notify us immediately in writing of any change in your legal status, including but not limited to changes under the Companies Status, or control or ownership. We reserve the right to discontinue supply and, where appropriate, to recover Products and any loss / or any payment owned by Buyer and / or to amend our terms of trade in the event of any such change in legal status.
You may not assign this Contract and these General Terms and Conditions or the benefit thereof without our prior written consent. We may assign this Contract and these General Terms and Conditions to any of our affiliated or associated companies without your consent.
These General Conditions supersede and replace any previous agreement for the purchase of the Products and is entered into by you in reliance only on the General Conditions and not on any representations or warranty.

2) General

2.1.1 These terms and conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may seek to apply under any purchase order, order confirmation or similar document.

2.1.2 All orders for Goods or Products or Services shall be deemed to be an offer by the Buyer to purchase Goods or Products or Services pursuant to these Terms and Conditions.

2.1.3 Acceptance of delivery of the Goods or Products or Services shall be deemed conclusive evidence of the Buyer’s acceptance of these Terms and Conditions.

2.1.4 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

2.1.5 Any advice, recommendation or representation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods or Products or Services or otherwise which is not confirmed in writing by the Seller’s authorized officer is followed or acted upon entirely at the Buyer’s own risk, and, accordingly, the Seller shall not be liable for any such advice, recommendation or representation which is not so confirmed.

Article 2: Payment

Payment for Goods or Products or Services shall be paid at least 95% security deposit prior to start production or manufacturing the Goods or Products and 100% due on prior to the delivery date of the Goods or Products or Services shall be paid. Payments received after the due date specified in the invoice shall bear a service charge which will accrue from the due date whether inscribed on the relevant invoice or otherwise agreed, at the maximum lawful interest rate applicable, and if none – at the annual rate of 8% above the base rate from time to time of the central bank of the place of Buyer's incorporation. All payments shall be made to Seller's designated bank account in the same currency and for the same amounts as specified in the Approval of Order by the Seller.

2.1 We must receive payment in full from you for 95% security deposit prior to start production or manufacturing the Goods or Products and for all invoiced items and Goods or Products by the Due Date. You agree that you will pay us in accordance with this requirement for all invoiced items and Goods or Products, unless otherwise agreed in writing by us.

2.2 Unless otherwise agreed in writing, our payment method is by direct debit. Time shall be of the essence in respect of all payments due to us from you.

2.3 You may not without our prior written consent set off any sums payable to you by us against any sums payable to us by you or deduct in advance any amounts due from us from payments due from you. We shall be authorised to set off and apply any sums or any part thereof due by us to you from time to time in or towards the satisfaction of any liabilities or accounts you have with us at our discretion and without further notice to you and you agree that such set off shall be a good and valid discharge of such sums without the necessity for further permission from you whatsoever.

2.4 If any amount payable is not received by the Due Date then without prejudice to any other rights or remedies we might have:

You or Buyer will be liable to pay interest on any amount outstanding without further notice, at an annual rate of 10% above the Bank of Canada base rate from time to time in accordance with the provisions of the Late Payment of Commercial Debts (Interest). Such interest shall accrue on a daily basis from the Due Date until the date of actual payment of the amount outstanding. We reserve the right to seek the recovery of legal costs incurred in securing payment of overdue accounts;
We may cancel any further deliveries to you;
Credit facilities may be withdrawn and we may require that any further supplies of Goods or Products to you be made on a strict payment with order basis only.
We will normally only accept orders for such minimum quantities of Goods or Products as we may specify from time to time. Details are available on request. For orders below the minimum quantities we reserve the right to charge for appropriate additional order processing and delivery costs.
We do not supply Products on a sale or return basis. You will not be entitled to return any Goods or Products to us or require us to take back any Goods or Products from you after they have been delivered to or collected by you and if you purport to accept delivery of part only of your order we reserve the right not to deliver the whole order.
In the event of you requesting copy documentation from us (relating to a date of three (3) months or more prior to the date of such request), we shall charge you an administrative fee to cover our expenses.
In the event of you requesting a delivery in addition to your normal trading deliveries from us, we shall charge you a fee to cover our expenses.

2.5 Payment of the Price is strictly 100% cash or direct debit or credit or certified banks draft or money order with at least 95% security deposit with order unless a credit account has been established with the Seller in which event payment of the Price is due 20 days following the date of invoice.

2.6 The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due interest to accrue from day to day until the date of payment at a rate of 10% per annum above the base rate of the Bank of Canada from time to time.

2.7 The Seller reserves the right to grant, refuse restrict, cancel or alter credit terms at its sole discretion at any time.

2.8 If payment of the Price or any part thereof is not made by the due date, the Seller shall be entitled to:

2.8.1 Require 100% payment in advance of delivery in relation to any Goods or Products not previously delivered;

2.8.2 Refuse to make delivery of any undelivered Goods or Products whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;

2.8.3 Appropriate any payment made by the Buyer to such of the Goods or Products (or Goods or Products supplied under any other contract) as the Seller may think fit;

2.8.4 Terminate the contract.

2.9. Invoices are payable net, no later than twenty (20) days of the invoice issuance date. When a different term is agreed upon, the basis for calculation is always the invoice date. All due dates are be understood as the dates at which the Vendor’s account has been duly credited in value with the whole of the invoice amount.

2.10. The Vendor reserves the possibility of assigning its receivables to a collection or factoring agency.

2.11 Within the framework of financing its activity, the Vendor reserves the option of assigning commercial receivables to a bank or financial institution without any modification of current dealings or any change concerning the management or the achievement of the Buyer orders. The settling of aforementioned receivables is made whether through the Vendor or directly through the ad hoc institution to the extent the Buyer will be regularly notified by the ad hoc institution.

2.12 The Vendor reserves the right to demand payment by check prior to delivery of the Products if the Buyer’s account is in arrears or if the Buyer presents a risk of insolvency.

2.13 Non-payment of a fraction of the price when due, or non-observance of any payment’s due date, shall trigger the Vendor’s right to demand immediate payment of all sums then still due, (bills of exchange included), and to retain installments held by the Vendor as well as tools and other items in the Vendor’s custody, until full payment of all sums due.

2.14 As compensation for the prejudice suffered as a result of said late payment(s), the Buyer will pay the Vendor without delay a sum equal to the annual rate of interest of 20% applied to the entire outstanding unpaid balance, such sum to be due upon the day following the invoice date of the late payment in question, without necessity of a reminder. In addition to this sum, the Buyer will reimburse the Vendor of the corresponding collection expenses along with a minimum fixed compensation of US$200 (or its equivalent in the invoiced currency) per unpaid invoice.

2.15 Notwithstanding resort to the sanction provided for in above, non-payment of an invoice when due, whether partial or in full and for whatever reason, entitles the Vendor to cease delivering Products and/or to stop all work, without notice or other formality. Such a decision entails the right retroactively to cancel existing contracts, without affecting the Vendor’s right to compensation, or possible damages together with interest.

2.16. The price of the Goods and Product including taxes will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of product advised to you is correct. However, if we discover an error in the price of the Goods or Products you order, we will inform you in writing.

2.17 It is always possible that, despite our best efforts, some of the goods or products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the correct price at your order date is higher than the price stated, we will contact you for your instructions before we accept your order.

2.18 All payments should be made by direct bank transfer and/or Money order or Certified Bank Draft or via our website by MasterCard, Visa, Credit Card along with Purchase Order and 95% security deposit verified by our bank to make sure the security deposit is paid in full before production.

2.19 Unless we agree otherwise in Writing, you must pay 100% for Goods or Products or Services plus all taxes, duties, packaging and shipping cost prior to the despatch of the Goods or Products or Services to you by such means as we may notify you of on our website or in writing.

2.20 Where you do not make any payment to us under the Contract by its due date then, we may, in addition to any other rights which we have under this Contract, withhold further deliveries and/or suspend performance of the Contract until arrangements as to payment or credit have been established on terms which are satisfactory to us.

Article 3: Prices, Duties and Taxes

Prices specified in the Approval of Order by Seller are net, excluding packaging etc. Prices are based, inter alia, on production costs for supplies, labor, deliveries, duties, intellectual property value, branding cost, and services current on the order date. In the event of material increase in any such costs, Seller reserves the right to either adjust the prices for Goods accordingly, or to cancel any certain part of the sales relating to undelivered Goods. Duties, taxes, fees, levies and other compulsory payments applicable to the sale of Goods any time, as well as packaging, freight, express, insurance and delivery charges, shall all be borne and paid in full by Buyer, unless otherwise expressly stipulated.

3.1. Prices for the Products and, where applicable, excise and other duties and taxes are those that apply at the date of delivery of the Products. We reserve the right to revise our prices at any time prior to the date of delivery.

3.2. Prices are always stated as net amounts, excluding taxes and any other charge, for unpacked Products on the Vendor’s premises. All costs of packing, handling, shipping, (whether surface, maritime or air), placing on board, insuring, etc., will be invoiced in addition. The Buyer will pay for all rights, taxes, and other official charges, as well as the duties and expenses for customs formalities for export and import of Goods or Products and, if necessary, transit abroad.

3.3. The Buyer will advance to the Vendor whatever part of said costs, charges or expenses the latter may be required to pay, so that the amount paid to and retained by the Vendor is the price net of taxes. The taxes due at the time of invoicing are invoiced and payable in full at the time of delivery. To take advantage of provisions suspending the payment of taxes, the Buyer may have to provide the Vendor with the export or exoneration documents officially required at the time it places its Order. Late submission of said documents shall not be used by the Buyer to withhold payment of invoices in accordance with the Contract, including taxes, whether in whole or in part. Refund of exonerated taxes and accounting revisions will occur only after receipt of such documents.

3.4. The Buyer is responsible for paying any increase in the cost of rights, taxes, levies and stamps occurring after placement of the Order, even if said change purports to discharge in whole or in part the Buyer of any More generally and notwithstanding anything to the contrary, the Order Price and/or the schedule of work included in the Order shall be adjusted as a result of an increase or decrease in costs or / and of extension or reduction of the time schedule due to the execution of any new law or regulation or of any change in existing laws and regulations which occur after the bid due date or change in the interpretation of any applicable law or regulation of any governmental or other authority having jurisdiction. More generally and notwithstanding anything to the contrary, the Order Price and/or the schedule of work included in the Order shall be adjusted as a result of any change in costs or / and the time schedule due to the execution of any new law or regulation or of any change in existing laws and regulations which occur after the bid due date or change in the interpretation of any applicable law or regulation of any governmental or other authority having jurisdiction.

3.5. Prices are subject to adjustment by the Vendor so as to take into account unforeseeable variations, for instance in the costs of materials, energy and labor occurring between the date of the last Offer and the invoice date. The Buyer hereby aware of, recognizes and acknowledges this fact, and that such price adjustments are valid without its prior agreement. Nevertheless and insofar as possible, the Vendor will, within a reasonable time, inform the Buyer of its intent to make such adjustments before they become effective, giving the Buyer all reasonable information in its possession concerning the need for, and methods used, in computing them when this issue arise.

3.6. The price for the Goods and/or Products and/or Services is stated on our Order Acknowledgement or Approval of Order (as appropriate) in writing by an authorized company officer. All prices shown on our website are in US dollar. Delivery, shipping cost, any applicable bank charges, and the cost of packaging and insurance will be added to or charged on invoices at the appropriate rates and paid by you.

3.7. We may vary the price where the cost to us of acquiring or supplying the Goods or Products or Services is increased between the date of the order acknowledgement and delivery to account for, without limitation, increases in the cost of Goods or Products or Services, carriage, packaging or insurance or arising from a change in exchange rate, a change in delivery date, quantities, pricing errors or delay caused by your instructions PROVIDED THAT we will notify you in writing as soon as possible and prior to delivery of such price increases.

Article 4.1: Delivery Provisions

In General, delivery dates noted on the Approval of Order by Seller are subject to received 95% security deposit by Seller and reasonable adjustment. The acceptance of shipment by a common carrier or by any licensed public truck or shipping company shall constitute proper delivery. Risk associated with the Goods or Products or Services shall pass to Buyer on delivery or with the passing of title in the Goods or Products or Services, whichever occurs first; provided however, that where delivery is delayed due to circumstances caused by or within the responsibility of Buyer, risk of loss shall pass to Buyer upon Seller's notification that Goods or Products or Services are ready for dispatch. Unless otherwise specified in writing in the Purchase Order or Contract, all charges, expenses or taxes associated with the delivery shall be paid by the Buyer.

4.1.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods or Products or Services whenever they are tendered for delivery.

4.1.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract and while every reasonable effort will be made to comply with such dates compliance is not guaranteed and the Buyer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery date stated.

4.1.3 If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods or Products in storage until such time as delivery may be affected and the Buyer shall be liable for any expense associated with such storage.

4.1.4 If the Buyer fails to accept delivery of Goods or Products on the delivery date or within 3 days of notification that they are ready for despatch whether prior to or after the delivery date the Seller reserves the right to invoice the Buyer and charge Buyer for the related cost, therefore. In addition the Buyer shall then pay reasonable storage charges or demurrage as appropriate in the circumstances until the Goods are either despatched to the Buyer or disposed of elsewhere.

4.1.5 The Seller shall be entitled to deliver the Goods or Products by instalments and where the Goods or Products are so delivered, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat any other related contract as repudiated.

4.1.6 Where the Buyer requires delivery of the Goods or Products by instalments, rescheduling requires the Seller’s written agreement and will not be possible unless at least 3 month’s written notice is provided and so agreed. Each delivery shall constitute a separate contract and failure by the Buyer to pay the Price in respect of any instalment shall entitle the Seller to treat any other related contract as repudiated in addition to any other rights of the Seller pursuant to these Conditions.

4.1.7 Notwithstanding that the Seller may have delayed or failed to deliver the Goods or Products (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within four (4) months of the delivery date.

4.1.8 Whilst we try to keep our website up to date, the availability information is subject to change and this may impact upon the delivery of the Goods or Products to you. In the event that you place and order with us for Goods or Products that are temporarily out of stock, we will notify you within 20 days that the Goods are out of stock and the Goods or Products ( will be delivered to you when they become available.

4.1.9 We will deliver the Goods or Products to the place or location designated by you in the accepted order during normal business hours provided there is a contract agreed by us.

4.1.10 Unless otherwise expressly agreed in writing, any delivery date or time specified by us in any despatch note or otherwise is a best estimate at that time frame only and we will not be liable to you for any loss or damage sustained by you if we fail to meet that time scale.

4.1.11 If you have any queries relating to the delivery of your Goods or Products, or in the event of non-delivery, please contact us at support@eco-vehicle.com or . To help us trace your order, please contact us within 30 days from the date of your order for Canada and US; within 90 days from the date of your order for all orders to be delivered overseas. Please be aware that for all standard deliveries within the Canada and US and the Canada Post Mail does not currently investigate non-delivery of items prior to 15 working days from the date of despatch.

4.1.12 If you become unable to pay your debts (or have no reasonable prospect of doing so), make an arrangement with your creditors, suffer a bankruptcy order, become insolvent or go into liquidation, receivership or administration, have an administrator appointed, are wound up, or breach your payment obligations under the Contract, then we may, as well as any other rights which we have under this Contract, immediately terminate the Contract and suspend or cancel further delivery. The costs of delivery will be as displayed to you.

Article 4.2: DELIVERY PERIODS

4.2.1 Delivery periods do not begin to run before the Vendor accepts (“Acceptance”) an Order and after Seller received 95% security deposit. A delivery period begins to run as of the date when the last of the following occurs:- Receipt by the Vendor of all information necessary for execution of an Order; and/or- Receipt of an Order’s 95% security deposit installment payment; and/or- For Products or parts thereof imported by the Vendor, notification of receipt by the Vendor of any required import and/or export license; and/or- For hire work, receipt by the Vendor of the material to be processed, in conformity with agreed quantity and specifications

4.2.2 In case the Buyer must approve a production schedule, a delivery period does not begin to run until the Vendor receives notice of such approval from the Buyer. A lead time for delivery or availability on a given day will be considered as met as long as the Vendor delivers or makes available the Products at a date between the 5th working day (included) before the due date and the 5^th working day (included) following that date.

4.2.3 If the Buyer is unable to take physical custody of the Goods or Products on the agreed upon delivery date, the Vendor will have the right to store the Products at the Buyer’s expense, without modifying the terms of payment defined in the terms and conditions. Storage expenses will equal twice the actual storage expense in US dollar per month, as compensation for late payments and for safeguarding the Goods or Products.

Article 4.3: PLACE OF DELIVERY AND ASSUMPTION OF RISKS

4.3.1 When an Order is accepted, the Vendor will deliver the Goods or Products on the Vendor’s premises.

4.3.2 In the absence of instructions as to the place of delivery, or in case of impossibility of dispatching or picking up the Goods or Products for reasons independent of the Vendor’s will, delivery will be deemed to occur up on notice of the Goods’ or Products’ availability, the Goods or Products thereupon being at the Buyer’s disposal in the Vendor’s buildings, with all risks of loss or damage bearing on the Buyer, and the Vendor reserving the possibility of invoicing storage expenses. The Vendor being then deemed having met his obligations; he will issue the corresponding invoice, the payment term starting from the invoice date.

4.3.3 Unless otherwise requested by the Buyer, the Vendor will select the means of transport considered most convenient and economically sound for dispatching the Goods or Products on behalf of the Buyer, without any kind of responsibility being incurred by the Vendor as a result thereof.

Article 4.4: DELAY OF DELIVERY

4.4.1 Delivery dates may be extended for any cause beyond the Vendor’s control making it impossible to meet contractual performance deadlines. Examples of such causes beyond the Vendor’s control include events such as labor strikes, embargoes, accidental injuries, tool malfunctions, riots, wars, fires, natural disasters, and other events of a similar nature such as bad weather, supply difficulties, accidental production stoppages, unforeseeable market trends, Seller’s supplier delay, materials supply shortage or shipping lost or delay, Seller’s subcontract delay, and so on. It is expressly agreed that no such force majeure event beyond either Party’s control may relieve the Buyer from its primary obligation to make timely payments to the Vendor in accordance with the Contract.

4.4.2 The phrase “delay penalty”, or other similar phrase, shall mean the compensation owed by the Vendor as liquidated damages for harm to the Buyer caused by a delay of delivery. If the Parties agree upon a delay penalties clause, such clause shall not apply to the related and entire Order but only to the Products affected by a delivery delay.

4.4.3 A delay penalty clause included in an Order shall apply if any: only to a delay exclusively attributable to the Vendor or its subcontractors; only after prior written notice by the Buyer and agreed by Seller; and only after the expiration of a sixty five (65) calendar days grace period, beyond the contractual delivery date, within which such a delay penalties clause shall be inapplicable. The maximum of any such penalty for delayed delivery of Goods or Products shall never exceed 0.01% of said Products’ Order price, before taxes. Moreover, any such delay penalty clauses shall always be deemed Buyer’s sole and exclusive remedy in respect of said delay and to exclude any other compensation of whatsoever kind and on whatsoever legal ground.

4.4.4 In no circumstance shall a delay of delivery be deemed to justify the termination or cancellation of an Order.

4.4.5 We shall not be liable to you if we are prevented or delayed in the performing of any obligations to you if this is due to any cause beyond our reasonable control including: an act of God, explosion, flood, fire or accident; war or civil disturbance; strike, industrial action or stoppages of work; any form of government intervention; a third party act or omission etc.; failure by you to pay us in full prior to shipment or failure by you to give us a correct instructions, delivery terms and conditions and date and address or any failure by you to notify us of a change of delivery status or address etc.

Article 5: Reservation of Title

Title shall pass to Buyer only upon full payment by Buyer for the Goods or Products and following payment of any other outstanding debt by Buyer to Seller. Buyer shall, at Seller's request, take any measures necessary under applicable law to protect Seller's title in the Goods or Products, and lawfully notify Buyer’s present or potential creditors of Seller's title on and interest in the Goods or Products. Buyer acknowledges that so long as title has not been transferred in the Goods or Products or Services, it holds the Goods as Bailee and fiduciary agent for the Seller and shall safely and securely store and keep the Goods separate and in good condition, clearly showing the Seller’s ownership of the Goods and shall respectively record the Seller’s ownership of the Goods in its books. Notwithstanding the above, Buyer may use Goods for its own use, or sell Goods, as fiduciary agent for the Seller, to a third party in the normal course of business by bona fide sale at market value, whereby proceeds of such storage, usage or sale of Goods, as the case may be, shall, to the extent of the amount being owed by Buyer to Seller at the time of receipt of such proceeds, be held by Buyer on trust for Seller and specifically ascertained, until payment in full for all payable debts by Buyer to Seller.

5.1 The transfer of title to delivered Products shall occur only after the Vendor receives 100% full payment of the price, fee, and auxiliary charges, in accordance with applicable laws and regulations. This reservation of title does not prevent transfer to the Buyer, upon the Products’ delivery, of all risks of loss and deterioration, as well as of damage they might occasion.

5.2 If the Buyer fails to make a payment when due, the Vendor may reclaim specific Goods or Products, or all products of the same kind or similar kind and quality held by the Buyer. In case the Vendor repossesses said Products, the Buyer will be credited with their price after deducting, on one hand, the costs of repossession and, on the other, their possible loss of value between the Contract and repossession dates.

5.3 Before acquiring title to the Goods or Products, the Buyer may neither grant any security interest therein to a third party, nor transform or resell them, without the Vendor’s prior written consent.

5.4 The Buyer shall assist the Vendor in any action the latter may be required to take in order to protect its rights of ownership. The Buyer commits itself to ensuring the Goods or Products as of their delivery, with the Vendor as beneficiary, against all risks that they might encounter or cause. The Buyer commits itself, under all circumstances, to maintaining delivered Products in such a manner as to avoid any confusion about their ownership by the Vendor.

Article 5.1: Risk and Title

5.1.1 Risk of damage to or loss of the Goods or Products shall pass to you upon the earlier of (1) delivery of the Goods or Products to you; or (2) where the Goods or Products are to be collected by you or by a carrier on your behalf when the Goods or Products are so collected. Title to the Goods or Products will not pass to you until we have received all payment 100% in full (in cash or cleared funds) for the Goods or Products. If you fail to pay for any Goods or Products in accordance with these conditions we may bring action against you for the price of the Goods or Products at any time. For the avoidance of any doubt, where risk of damage to or loss of the Goods or Products has passed to you, you shall be liable to pay us for Goods or Products even in circumstances where damage to and / or loss of such Goods or Products has occurred including (but not by way of limitation) as a result of fire or theft or howsoever otherwise arising. Without prejudice to the foregoing, we shall be entitled to (and you shall hold on trust for us) an amount equal to the amount of any damage to or loss of the Goods or Products and / or suffered or otherwise incurred by us from the proceeds of any insurance or other claim made by you (or on your behalf).

5.1.2. Legal and beneficial title in the Goods or Products shall remain with us until we have received payment 100% in full in cash or cleared funds of all amounts owing to us by you on any account whatsoever. You may resell in the ordinary course of business any Goods or Products in which title has not passed to you but you shall account to us for the proceeds of sale of the Goods or Products. Until such resale you will keep the Goods or Products separate from the goods of yourself and others, and properly stored, protected and identified as our property.

5.1.3 Without prejudice to the provisions, any payment made by you for any Goods or Products supplied under a Contract by us shall be appropriated first to Goods or Products which have at the date of receipt by us of the payment been disposed of by you and we shall be entitled to appropriate any balance after such appropriation to such other of the Goods or Products supplied by us to you as we shall in our absolute discretion decide.

5.1.4 Unless and until title in the Goods or Products passes to you, we may at any time require you to deliver the Goods or Products to us as we may direct and, if you fail to do so immediately we may enter any of your premises or the premises of any third party where the Goods or Products are stored and repossess the Goods or Products. You will provide access and egress for us (or on our behalf) to and from these premises or will procure that access and egress is provided for us (or on our behalf) to and from these premises so that we may repossess the Goods or Products.

5.1.5 You may not in any way pledge or charge by way of security for any indebtedness any Goods or Products in which title has not passed to you and if you do so all monies that you owe us will (without prejudice to any other of our rights or remedies) become due and payable immediately.

5.1.6 Risk of damage or loss of the Goods or Products shall pass to the Buyer in the case of Goods or Products to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods or Products are available for collection, or in the case of Goods or Products to be delivered otherwise than at the Seller’s premises, at the time of delivery.

5.1.7 Notwithstanding delivery and the passing of risk in the Goods or Products, or any other provision of these conditions, the property in the Goods or Products shall not pass to the Buyer until the Seller has received in cash or cleared funds payment 100% in full of the Price of the Goods or Products and of all other Goods or Products agreed to be sold by the Seller to the Buyer for which payment is then due.

5.1.8 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods or Products as the Seller’s fiduciary agent and Bailee, and shall keep the Goods or Products separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property.

5.1.9 Until payment of the Price the Buyer shall be entitled to resell or use the Goods or Products in the course of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods or Products, whether tangible or intangible including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

5.1.10 Until such time as the property in the Goods or Products passes to the Buyer (and provided that the Goods or Products are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods or Products to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or of any third party where the Goods or Products are stored and repossess the Goods or Products.

5.1.11 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods or Products which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable. The Seller shall be entitled to recover the Price notwithstanding that property in any of the Goods or Products has not passed from the Seller.

Article 6: Warranty

6.1 Seller warrants that Goods or Products sold hereunder meet their descriptions or specifications, subject to use, storage and application thereof in accordance with and based on Seller's standard tolerances, instructions of use and recommendations.

6.2 Unless otherwise restricted by mandatory applicable laws and regulations, the warranty set forth herein is expressly in lieu of all other warranties, whether expressed or implied, including, without limitation, any and all warranties of merchantability, quality and fitness for use and for purpose, any advice and recommendation and any obligations or liabilities which may be imputed to seller, any and all of which are hereby expressly disclaimed, denied and excluded. Buyer expressly agrees that no warranty that is not specifically stated in this agreement will be claimed or otherwise adhered to by buyer and/or by anyone acting on buyer’s behalf and/or by anyone deriving the legality of its claim from buyer, nor that will any such warranty be valid. Seller neither assumes nor authorizes any other person to assume for it, any other liability in connection with the sale, use or handling of any and all goods or products specified or contemplated by this contract. No warranty is made with respect to any of these goods or products which have been subject to accident, negligence, alteration, improper care, improper storage, improper maintenance, abuse or misuse etc.

6.3 Where the Goods or Products are found to be defective, the Seller shall, replace defective Goods or Products free of charge within the manufacturer’s warranty period if acceptable from the date of delivery, subject to the following conditions;

6.3.1 The Buyer notifying the Seller in writing immediately upon the defect becoming apparent;

6.3.2. The defect being due to faulty design, materials or workmanship;

6.4 Any Goods or Products to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller.

6.5 Where the Goods or Products have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods or Products shall be passed on to the Buyer and the Buyer shall have no other remedy against the Seller

6.6 The Seller shall be entitled in its absolute discretion to refund the Price of the defective Goods or Products in the event that the Price has already been paid.

6.7 The remedies contained in this article are without prejudice and subject to the other Terms and Conditions herein, including, but without limitation, to conditions below:

If the Goods or Products which you purchase from us are faulty or do not do what we say in Writing that they will do, you should notify us in writing within 10 days of delivery. We will examine the Goods or Products and, if the Goods or Products are faulty or do not do what we say in Writing that they will do, we will, at our option, either replace the defective Goods or refund the price of the defective Goods or Products.

6.8 The warranty above does not apply to faults which have been caused by your misuse and/or neglect of the Goods or Products or by accidents caused while the Goods or Products are in your possession.

6.9 Where you return Goods or Products under such condition, we will pay for the delivery of any replacement Goods or Products to you and will, where you have returned Goods or Products to us within 10 days of delivery, reimburse your reasonable postage costs in returning the Goods or Products. We will not be liable for any delivery costs where you are not entitled to return the Goods or Products to us under these conditions or by law.

6.10 You must return all Goods or Products to us in their original packaging in substantially the same condition as you bought the Goods or Products.

6.11 We will supply the Services which you purchase from us with reasonable skill and care.

6.12 If the Services which you purchase from us are not in accordance with the Article above, or do not do what we say in Writing that they will do, you should notify us in Writing within 10 days of their supply or within a reasonable time from their supply for defects which are not apparent to you following the provision of the Services. If the Services are not in compliance with Article above, or do not do what we say in Writing that they will do, we will either remedy the defect in question, re-supply the defective Services or refund the price (or a proportionate part of the price) of the defective Services (or proportionate part of the Services).

Article 7: Claims and Liability

7.1. We will not, except as provided in this Article, be liable for any loss or damage arising from non-delivery or delay in delivery for whatever reason and whether in respect of the whole or part of the Goods or Products and you will not be entitled to terminate or cancel the Contract because of any such delay in delivery or non-delivery.

7.2 You must ensure that all Goods or Products are examined when you or the person acting on your behalf receives them. You must notify any damage to the Goods or Products in writing to us within 2 Working Days of receipt and any Goods or Products which are damaged (including cartons, photos, pictures etc. to show the damage) should be retained so that we may inspect them. You must notify us of any failure to deliver within 2 Working Days of the intended date of delivery that was notified to you by us.

7.3 Subject to you fulfilling the conditions in Article above we shall replace any Goods or Products that were damaged while they were at our risk or deliver any Goods or Products not delivered or, at our option, credit you with the price of Goods or Products so damaged or not delivered.

7.4 If any of the Goods or Products are defective in manufacture or are contained in defective containers, our liability howsoever arising in respect of any such defects shall be limited to the replacement of the defective Goods or Products or crediting you with the price of the defective Goods or Products, as we shall decide. The Goods or Products are otherwise sold without any guarantees or representations and all warranties or conditions statutory or otherwise express or implied to the contrary are expressly excluded to the greatest extent permitted by law.

7.5 You shall indemnify us against any loss, damage, claim or liability arising out of any accident or damage caused at any time on your premises or in the course of any delivery by reason of fault or negligence of you or any of your employees, agents or contractors.

7.6 Unless Seller shall within 10 days after delivery of the Goods or Products, receive from Buyer written notice of any matter or thing by reason whereof it is alleged that Goods or Products are not in accordance with the Contract, Goods or Products delivered shall be deemed to have been supplied, delivered and accepted in all respects in full conformity with the Contract and Buyer shall be entitled neither to reject the same nor to raise any claim for damages or for other remedy in respect of any alleged negligence and/or breach of warranty and/or any condition.

7.7 In any claim, brought subject to the conditions above, Buyer must prove to the satisfaction of Seller that the Buyer has followed the Seller's all instructions for use, care, storage, regular maintenance, proper handling and suitable application of the Goods or Products.

7.8 Unless otherwise specifically restricted by mandatory applicable law, Seller's liability under any claim and in connection with any possible allegation, whether based on negligence, contract, or any other cause of action, shall be limited to either (i) the replacement of the Goods or Products or the supply of equivalent goods or products; (ii) the repair, or payment of the cost of repair, of the Goods or Products; or (iii) credit in an amount equal to the purchase price specified in Seller's pertinent invoice, or in an amount of equivalent goods or products, all at Seller's sole option. Buyer acknowledges that the remedy available as specified herein, is in lieu of any remedies that may be otherwise available, now or in the future, whether in law or in equity, relating to any loss or damage, whether directly or indirectly, arising from the purchase and/or the use of Goods or Products, including without limitation, any actual or contingent damages, loss of production, loss of profit, loss of use, loss of contracts or any other consequential or indirect loss whatsoever, whether pecuniary or non-pecuniary. Should any limitation on Seller's liability hereunder be held ineffective under applicable law, than Seller's liability shall in any event be limited to the minimum amount of damages to which Seller may limit its liability, where such is greater than the purchase price as specified in Seller's pertinent invoice.

7.9 Buyer, and for any other party which may claim either under or through Buyer, or independently of Buyer, including Buyer's employees, directors, officers, representatives, affiliates and personnel, shall indemnify and hold Seller harmless, from and against any claim or liability for damages for negligence including but not limited to, any claim in connection with the design, manufacture, use, care, storage, delivery, application or maintenance of any Goods or Products sold hereunder, whether alleged to have been committed by Seller or by any other person whatsoever. Buyer's undertaking as specified in this subsection shall extend and inure to the benefit of Seller and of Seller's successors at any time, as well as to Seller's affiliates, personnel, representatives, managers, directors and officers.

7.10 Any and all warranties, undertakings, guarantees or assurances provided herein by Seller, are specifically limited to Buyer herein, and not imputed by Seller, whether directly or indirectly, expressly or impliedly, to any other person or entity, including any subsequent buyer or user, Bailee, licensee, assignee, employee, represetative and agent of Buyer.

7.11 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:

7.11.1. The correspondence of the Goods or Products with any description or sample;
7.11.2. The quality of the Goods or Products; or
7.11.3. The fitness of the Goods or Products for any purpose whatsoever.

7.12 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:

7.12.1. The correspondence of the Goods or Products with any description;

7.12.2. The quality of the Goods or Products; or
7.12.3. The fitness of the Goods or Products for any purpose whatsoever.

Article 8: Limitation of Liability

8.1 Where any court or arbitrator determines that any part of Article is, for whatever reason, unenforceable, the Seller shall be liable for reasonable loss or damage suffered by the Buyer but in an amount not exceeding 25% the Price of the purchased Goods or Products or Service.

8.2 The Vendor’s responsibility is limited to delivering Products in conformity with the plans design, specification and technical manual agreed to by the Parties.

8.3 The Vendor’s responsibility shall in no case extend either to any detailed design or definition of components of the Goods or Products, as the Buyer shall, in any event, bear the entire duties and responsibility for the industrial result of the Goods or Products, including responsibility for errors or omissions in technical specifications, criteria or standards. Unless expressly agreed otherwise in writing, all responsibility for choice of the Goods or Products is incumbent upon the Buyer.

8.4 In case of hire work, as the Vendor is not responsible for the supply of the material to be processed, its responsibility cannot be committed in case of health defect of the final product, unless the Buyer demonstrates that the defect originates from the Vendor’s operating process.

8.5 In the event a Product is found defective, the Vendor shall be responsible only with for repair or replacement of that specific Product, pure and simple, by implementing logistical means as to which it shall be the sole judge, without any other form of recourse or compensation against the Vendor. Excluded from all guarantees are defects or damages resulting from storage or use of Goods or Products by the Buyer or its customers under conditions either anomalous or not in conformity with accepted norms. Any repair of a Product, including one found defective, done without the Vendor’s prior consent, shall result in loss of all guarantees, as well as of any right of recourse against the Vendor. The guarantees defined above cover only repair or replacement of delivered Products found defective by the Vendor after return of said Products by the Buyer, and all charges for transport, packing, assembly, disassembly or other ancillary costs remain the Buyer’s burden. The Vendor will not accept return of any Product without its prior written authorization.

8.6 Under any hypothesis, the Vendor’s maximum civil liability as to any given Order, for damage caused by delivered Products, is expressly limited to compensation not exceeding twenty five percent 25% the invoiced net amount of such Products’ materials, or in the case of Products which consist in provision of services, twenty five percent 25% such Products’ invoiced net amount, the Buyer renouncing on its own account as well as that of its insurers any right to compensation beyond such sum, which is accepted as the financial limit of the Vendor’s responsibility. In the event of periodic, partial deliveries of an Order, this limit of responsibility and financial compensation is understood to apply per calendar year, and that its stipulation is for the benefit of the Vendor, its managers, employees and guarantors, as well as its respective insurers and beneficiaries. In no case may the Vendor be held responsible for indirect or consequential damage ultimately suffered by the Buyer, including but not limited to loss of use, loss of product, loss of profit or business interruption.

8.7 The Vendor is hereby and expressly exonerated from all contractual liability resulting from the Buyer’s failure to timely provide all items the Vendor needs for proper execution of the Order, or from the Buyer providing the wrong items to the Vendor, thereby preventing execution of the Order as agreed. In such a case, the Parties will meet and discuss the terms of an addendum to the Order intended to rectify the situation, bearing in mind the need to modify the Order’s price and/or delivery dates.

8.8 We will not be liable to you by way of representation, common law duty or under any express or implied term of the Contract for:

8.1 Any losses which are not reasonably foreseeable by both Parties when the Contact is formed arising in connection with the supply of Goods and/or Products and/or Services or their use by Buyer;
8.2 Any losses which are not caused by any breach by us; and/or
8.3 Business or trade losses.

8.11 In any event, our entire liability in connection with the Contract will not exceed the fifty percent 25% of total purchase price of the Goods or Products or Services to which the claim relates.

Article 9: Default

Upon failure of Buyer to pay any amounts due to Seller, or in the event of any breach or anticipated breach by Buyer of any Contract with Seller, or if Buyer shall either (a) become insolvent, (b) call a meeting of its creditors, or (c) make any assignment for the benefit of creditors, or if (d) a bankruptcy, insolvency, reorganization, receivership or reorganization proceeding shall be commenced by or against Buyer, then, in each such occasion, Seller may immediately, at its sole discretion, opt to (1) cancel this and any other Contract with Buyer (without waiving any of Seller's rights to pursue any remedy against Buyer immediately); (2) claim return of any Goods or Products in the possession of Buyer, the title of which has not passed to Buyer, and enter Buyer’s premises (or the premises of any associated company or agent where such Goods or Products are located), without liability for trespass or any alleged damage, to retake possession of such Goods or Products; (3) defer any shipment hereunder; (4) declare forthwith due and payable all outstanding bills of Buyer under this or any Contract; and/or (5) sell all or part of the undelivered Goods or Products, without notice at public and/or on private sale, while Buyer shall be responsible for all costs and expenses of such sale and be liable to Seller for any shortfall in the discharge of the amounts due to Seller whatsoever.

Article 10: Independent Delivery

10.1 Each delivery of Goods or Products shall (without prejudice to Seller's rights under Article hereinabove) be considered a separate contract and the failure of any delivery shall not vitiate any contract as to deliveries of other Goods or Products and payment therefor.

10.2 If Goods or Products were proved was damaged or lost in transit, the party who is responsible for the shipping or delivery shall take full responsibility for the damage or loss.

10.3 If Seller agreed in writing to take responsibility for delivery, we shall replace, free of charge, any Goods or Products damaged or lost in transit where delivery has been made by our carrier, provided that you give us written notification of such damage or loss within 5 days of the date of our invoice (so that we may comply with our carrier’s conditions of carriage).

Article 11: Cancellation-Termination

11.1 Orders manufactured in whole or in part, pursuant to Buyer's specifications, may not be cancelled except with Seller's prior written consent, on terms which will compensate Seller for any resulting losses.

11.2 A simple delay in delivery, no observance of a procedure, or any cause beyond the Vendor’s reasonable control, such as one attributable to a third party, which makes it impossible for the Vendor to fulfill its contractual obligations, shall be deemed to justify neither a request for any sort of compensation, nor the cancellation or termination of all or part of an Order by the Buyer.

11.3 The Vendor shall have the right to terminate the Contract if the Buyer is in bankruptcy or liquidation proceedings, or in the event a significant change occurs in the Buyer’s legal circumstances undermining its solvency. However, termination of a Contract shall not reduce the Buyer’s debts to the Vendor.

11.4 If the Buyer, for its own reasons, unilaterally cancels or terminates all or part of an Order, it shall immediately pay to the Vendor financial compensation in an amount immediately, as shown in the table below, which depends upon the date of such cancellation or termination relative to the delivery date specified in the Order. Said compensation is intended to cover damages related to production capacity reserved for the Order, the consequent loss of commercial opportunities, and administrative costs.

Table of Financial Compensation for The Cancellation by Buyer or Customer:
	Delivery date of the Order (in weeks)
	<8	8 to <16	16 to <20	20 to <26	26 and >
Period of cancellation: (Running as of the date of the Order’s receipt)
< 1week	15%	10%	15%	15%	15%
< 2 weeks	25%	20%	25%	25%	25%
≥ 2 to < 4 weeks	75%	80%	45%	45%	45%
≥ 4 to < 8 weeks	85%	85%	75%	60%	60%
≥ 8 to < 16 weeks		95%	80%	75%	65%
≥ 16 to < 20 weeks			95%	85%	85%
≥ 20 to < 26 weeks				95%	95%
≥ 26 weeks					98%

11.5 Moreover, whatever may be the cause of termination of one or more Order(s), whether or not attributable to the Vendor, the Buyer is obligated to take delivery and pay for Products manufactured and stored, or in the course of manufacture, as of the date of termination and, upon presentation of supporting documents, without delay, to refund, compensate and indemnify the Vendor for any sums the latter is eventually required to pay its suppliers or subcontractors for any such termination. Any payment received by the Vendor for any such terminated Order, such as an installment, remains the Vendor’s property and may under no circumstance be resituated to the Buyer or viewed as compensation by the latter.

Article 12: Description and Specification and Advice

Description:

Any description given or applied to the Goods or Products is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract. The Seller has no obligation and not reliable for any interpretation or use of such description by Buyer.

Specification:

Where we have put drawings, photographs, illustrations, specifications, performance data, dimensions and the like in sales literature, on web pages or other documentation, we believe they are accurate. However, you should not take them to be a description of the Goods and/or Products and/or Services or representations made by us and we do not warrant that they are accurate.

You should check specifications and any description of the Goods and/or Products and/or Services prior to making an order or any order. You acknowledge and accept that the specification and any description relating to Goods and/or Products and/or Services may be changed by the manufacturer, publisher or us at any time up to delivery. We will not be liable to you or Buyer (whether in contract, tort, negligence or otherwise and howsoever arising) for any loss or damage suffered in connection with any change. We will use our reasonable endeavours to advise you and/or Buyer of any such impending change as soon as we are able or upon our receiving notice of the same (as appropriate).

Advice:

Any provisions specified or implied by herein or elsewhere notwithstanding, any advice, recommendation, information, related knowledge, assistance or service provided by Seller in relation to the Goods or Products or Service or in respect of their use or application is given in good faith, shall be deemed accepted by Buyer without imputation of any liability to Seller, and it shall be the responsibility of Buyer to confirm the accuracy and reliability of the same in light of the use of which Buyer makes or intends to make of the Goods or Products or Service.

Article 13: No-Assignment and Sub-Contracting

No rights or obligations of Buyer arising out of this Contract may be assigned without the express prior written consent of Seller. That means you or Buyer shall not assign, sub-contract or otherwise transfer in whole or in part the Contract without our written agreement.

The contract between the Buyer and Seller for the sale of Goods or Products or Service shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.

The Seller reserves the right to entrust the whole or any part of an Order to one or more subcontractors which it may select at its discretion. That means the Seller may freely assign, sub-contract or otherwise transfer in whole or in part the Contract on its own discretion and without any further notice.

Article 14: Force Majeure

Should Seller be prevented from effecting deliveries of the Goods or Products or Services or any of them by reason of either an act of god, insurrection, riot, war hostilities, terror attacks, warlike operations, piracy, arrests, restraints or detainments by any competent authority, strikes or combinations or lock-out of workmen, fire, floods, droughts, earthquakes, permanent or temporary delay or inability to obtain labor, material or services through Seller's usual and regular sources, or any other circumstances (whether of a nature similar to those specified, or not) beyond the absolute control of the Seller, then, in each or any of such cases, the obligation of the Seller to effect deliveries hereunder shall be suspended until after such prevention shall cease to continue. Should any deliveries under this Contract be suspended under this Article for more than 120 days – either party may withdraw from this Contract and be relieved from any liability; provided however, that Buyer shall nevertheless accept delivery and pay for such Goods or Products or Services once the Seller is able to deliver in accordance with the period(s) of shipment named in this Contract. Seller shall not be liable for, and be relieved from, any loss or damages of any kind resulting from the causes mentioned hereinabove.

The Seller shall 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 control, including all mentioned above but not limited to acts of God, strikes, lock outs, accidents, war, fire, floods, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may without liability on its part, terminate the contract or any part of it.

Article 15: Entire Agreement

These Terms and Conditions and any documents incorporating them or incorporated by them constitute the entire agreement and understanding between the parties.

This Contract merges the entire terms and conditions for sale of the Goods or Products or Services. In the event of any conflict between the terms and conditions herein and any provisions included in the Approval of Order, the latter shall govern and prevail. Subject to the foregoing, nothing specified in, or referred to by, any other document, record or instrument whatsoever, which relates to and/or which otherwise subsists in connection with the sale of Goods or Products or Services herein, whether expressly or impliedly, including any written order, request or other standard or specific terms and conditions of any entity, shall or may be interpreted to attribute to Seller and/or to Seller's affiliates or representatives (1) any liability, obligation, commitment and/or undertaking, and/or (2) any waiver in connection with or of any right, whether contractual, proprietary, in person and/or equitable, including but not limited to, any and all intellectual property rights in connection with the Goods or Products or Services, which are and shall always remain in the Seller's exclusive and complete ownership under all circumstances whatsoever, notwithstanding any sale of Goods or Products or Services hereunder and whether the Goods or Products or Services shall be standard Goods or Products or Services or manufactured to a specific order. The Buyer shall refrain at all times and for whatever purpose from infringing, contesting, disputing or questioning such rights, patents, trademarks, titles or interests, nor shall it aid or allow others to do so, regardless of whether directly or indirectly. No modification or waiver of any provision hereof shall become valid and effective except upon a written instrument duly signed beforehand by Seller’s senior officer. No waiver by either party of any default of the other party shall be deemed a waiver of any subsequent or other default.

Article 16: Governing Law and Jurisdiction and Arbitration

16.1 This Agreement shall be governed by and construed in accordance with the law of Canada and the parties hereby submit to the exclusion jurisdiction of the Canada courts.

16.2 This Contract shall be governed by and construed in accordance with the laws of Arbitration Act (Alberta) and the International Commercial Arbitration Act (Alberta) state of Seller's incorporation, Alberta, Canada. Any dispute arising out of or in connection with this Contract shall be finally settled by arbitration in accordance with the Rules of Conciliation and Arbitration of Alberta, Canada, as shall be in effect from time to time. The arbitration shall be held at such location in the state of Seller's incorporation as shall be determined by Seller, in its sole discretion. The arbitrator shall be mutually appointed by Seller and Buyer within 25 (twenty five) days following a written demand for arbitration by either of the parties. Failing to reach an agreement regarding the nomination of an arbitrator, the head of the Conciliation and Arbitration of Alberta, Canada (located in the Seller's country of incorporation; and absent such local committee in that specific country –Canada) shall appoint an arbitrator at the request of any of the parties, a copy of which request for the appointment of an arbitrator shall be provided by the requesting party to the other party. Awards may be enforced in accordance with Canada Convention and judgment may be entered upon any award in any court having jurisdiction over the parties and/or their assets. The arbitrator's fees shall be paid by both parties in equal parts unless otherwise determined by the arbitrator. This provision shall survive any termination of any of the terms and conditions herein, and shall be deemed to constitute an independent arbitration agreement between Buyer and Seller for all purposes and intents.

16.3 Any party to this contract shall have the right to have recourse to and shall be bound by the pre-arbitral referee procedure of the Arbitration Act and International Commercial Arbitration Act of Alberta, Canada in accordance with its Rules for a Pre-Arbitral Referee Procedure.

16.4 All disputes arising out of or in connection with the present contract shall be finally settled in Calgary, Alberta, Canada and conducted in English under the Rules of Arbitration Act and International Commercial Arbitration Act of Alberta, Canada by arbitrators appointed in accordance with the said Rules of Arbitration Act and International Commercial Arbitration Act of procedure based upon the Canadian law.

Article 17: Sample

Where a sample of the Goods or Products is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so far as to constitute a sale by sample.

Article 18: The Contract Offer and Acceptance

18.1 The Seller is a manufacturer or distributor of goods or products and the Buyer is exclusively responsible for detailing the specification of the Goods or Products, for ascertaining the use to which they will be put and for determining their ability to function for that purpose.

18.2 The Buyer is required to test Goods or Products upon delivery and shall be deemed to have accepted the Goods or Products ten (10) days after delivery to the Buyer. Accordingly, no claim for defect, damage or quality will be entertained (without prejudice to the Seller’s other rights pursuant to these Terms and Conditions) unless written notice together with all supporting evidence is received by the Seller within 10 days of delivery. After acceptance the Buyer shall not be entitled to reject Goods or Products which are not in accordance with the contract.

18.3 The Buyer shall not remove or otherwise interfere with the marks or numbers on the Goods or on the Products, which was put on by Seller on its intended purposes.

18.4 The Buyer shall accept delivery of the Goods or Products tendered notwithstanding that the quantity so delivered shall be either greater or lesser than the quantity purchased provided that any such discrepancy shall not exceed 0.1%, the Price to be adjusted pro-rata to the discrepancy.

18.5 The Buyer is entirely responsible for matching its Order with the technical manual or specification describing a Good or a Product, its components and accessories, and all other specifications essential to the Products’ manufacture and future intended utilization. These specifications include all standard operating modes and related documentation, in accordance with the Vendor’s Quality System.

18.6 Any offer made by the Vendor is only bind able as long as all the regulations of the various countries involved in the transaction are duly met. When the offer is not binding, and even if it is not specified as such in the offer, it should be considered as a budgetary offer, with the sole purpose of allowing the Buyer to develop its purchasing strategy.

18.7 The pricing conditions specified in the Vendor’s Offer are only valid within thirty (30) calendar days from the date of its issuance.

18.8 The lead times (manufacturing, availability, delivery) in the Offer are purely indicative and must be confirmed when the order is acknowledged by Seller.

18.9 Payment means and terms as specified in the offer can be modified at time of order, taking into account the evolution of the Buyer’s financial situation, as well as of his debts and over dues in the Vendor’s books. In particular a partial or total advance payment can be demanded by the Vendor.

18.10 An Offer is deemed made by the Vendor for the supply of an indivisible whole of various Products detailed therein.

18.11 The Vendor reserves the right to modify its manufacturing process without preliminary notice, as long as all the characteristics of the Product in the offer are maintained.

18.12 An Order binds the Vendor only if it accords with the Vendor’s latest Offer.

18.13 In case the Buyer must supply goods such as materials or tools, no delivery to the Vendor’s premises can be done before the latter has acknowledged the order and formally accepted the delivery.

Article 19: Quality - Receipt - Return – Complaint

19.1 The Buyer is considered to have accepted the Goods or Products within a period of 10 days as from the date of the physical delivery. Following this 10 days deadline, the buyer is considered to have accepted any possible visible defects affecting the Goods or Product. In any case no claim can be accepted by the Vendor beyond ten (10) days after the date of the physical delivery

19.2 Any complaint must be submitted along with the proof(s) or evidence(s) to support the complaint and must be addressed to the Vendor’s sales manager in charge of the Buyer’s Order, or to the person in charge of quality control at the Seller’s factory that delivered the Goods or Products; Otherwise, the complaint will not be accepted and put into Sellers product data system for further actions, reference and tracking purposes. If Seller agreed to take back the Goods or Products, any Goods or Products returned by the Buyer must be addressed to the Vendor’s factory that delivered the Products. The Buyer shall bear all risks concerning the return of any Goods or Products until it finally arrives in the Vendor’s factory.

19.3 Any claimed defect must be established by solid proof or evidence. If the Goods or Products are found to be defective, the Vendor reserves the right to cure said defect(s) by any one of the three following modes: (a) by replacing the defective Goods or Products in the Buyer’s premises; (b) by repairing the defective Goods or Products in the Vendor’s factories; or (c) by refunding the price invoiced and paid by the Buyer for the defective Goods or Products. If mode (a) or (c) is chosen by both parties, the replaced or refunded Goods or Products will, at the Vendor’s discretion, once again become Seller’s property.

19.4 The Vendor shall not be liable for any claims for less than one percent (1%) of total delivery products’ value.

Article 20: Status of Buyer or Customer

If any one of the following events (from 1 to 4) is about to occur due to Buyer:

Buyer, whether voluntarily or involuntarily, make any arrangement or composition with your creditors or become subject to an administration or government order or (being an individual or firm) become bankrupt or (being a company) go into liquidation or receivership (otherwise than for the purposes of amalgamation or reconstruction without insolvency); or
A receiver, trustee, administrator, administrative receiver or liquidator is appointed over, any of your property or assets; or
You or Buyer are unable to pay your debts generally as they become due or suspend any payments to us or cease, or threaten to cease, to carry on business; or
We or Seller consider that any one of the above events is about to occur to you/ buyer;
then, the Seller shall be entitled to cancel the Contract and / or to apply a surcharge for the supply of Goods or Products or to cease any further deliveries under the Contract without any liability to you, and if any Goods or Products have been delivered but not paid for all sums due shall become immediately due and payable. For the avoidance of any doubt, legal and beneficial title in Goods or Products shall remain with us until we have received payment 100% in full in cash or cleared funds of all amounts owing to us by you/buyer on any account whatsoever.

Article 21: Insolvency of Buyer

21.1 If the Buyer fails to make payment for the Goods or Products in accordance with the contract of sale or commits any other breach of this contract of sale or if any distress or execution shall be levied upon any of the Buyer’s property or the Goods or Products or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented of if a receiver, administrator administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or assets or if the Buyer shall suffer any analogous proceedings under foreign law or if any such matter as provided for in this Article is reasonably apprehended by the Seller all sums outstanding in respect of the Goods or Products shall become payable immediately.

21.2 The Seller may in the circumstances set out in the Article above also in its absolute discretion, and without prejudice to any other rights which it may have, exercise any of its rights pursuant to Article above.

Article 22: Confidentiality and Intellectual Property Rights

22.1 Where any Goods or Products supplied by Seller embody, include or contain computer program(s) and/or related documentation the copyright in which is owned by a third party, all rights and liabilities associated with the use and/or reproduction thereof will be subject to the terms of the applicable end user licence, to the exclusion of all liabilities and obligations on our part.

22.2 The Buyer will indemnify Seller against all liabilities for infringement of third party intellectual property rights arising from our compliance with the Buyer’s specific requirements regarding design or specification for the Goods or Products arising from the use of the Goods or Products in combination with other products.

22.3 In the event that all the Goods or Products or the use thereof (subject as aforesaid) are held to constitute an infringement of any intellectual property rights and the use is thereby prevented, the will at its own expense and option either procure for the Buyer the right to continue using the Goods or Products or replace the same with a non-infringing product, or modify the Goods or Products so that they become non-infringing, or may elect to retake possession of the Goods or Products and refund the Price. Subject to the foregoing, the Seller shall be under no liability to the Buyer for any loss, damage or enquiry, whether direct or indirect, resulting from any intellectual property right infringement of the Goods or Products.

22.4 All Intellectual Property Rights produced from or arising as a result of the performance of any contract shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.

22.5 All documents provided by the Vendor such as offers, quality plans, schedule of conditions, qualification dossiers, specifications, goods or product test data and all documents produced by the Vendor remain the Vendor’s intellectual property and shall not be transmitted to, or otherwise shared with, third parties without the Vendor prior written consent.

22.6 All data contained in the certificates of control and conformity, delivered separately, are provided exclusively to establish the conformity of the delivered Products. Any result of statistical analysis, whoever maybe its author, based upon said data, remains the Vendor‘s property and shall not be transmitted or shared to a third party without the Vendor prior written consent.

22.7 The Buyer shall indemnify and hold the Vendor harmless against all claims of third parties concerning intellectual property rights to components the Buyer entrusts to the Vendor, or that the Vendor uses at the Buyer’s request, within the framework of the Order, and commits itself to indemnifying the Vendor and taking responsibility for all consequences of such claims, including legal expenses and financial judgments. These guarantees, and their resulting obligations upon the Buyer, will continue in effect as long as the delivered Goods or Products continue to be used commercially or industrially.

22.8 Unless expressly agreed otherwise by the Parties, the Vendor shall have and retain exclusive intellectual property rights to all “Results”, (as hereafter defined), obtained by the Vendor prior to as well as during execution of the Order. The term “Results” includes, without limitation, results of studies, researches and developments, prototype, test, and services obtained or provided in accordance with execution of the Order, such as all inventions, design, trademarks, documents, software, materials (design samples, outlines, prototypes, etc.), information, data and specific know-how, business and trade secret whether or not technical. The Buyer commits itself to taking all measures necessary and needed to prevent infringement, whether directly or by third parties, of the Vendor’s intellectual property rights in said Results, and to affix such markings as shall be specified by the Vendor upon such documents or materials comprising or included in said Results, to the exclusion of any other marking including its own.

22.9 Unless expressly agreed otherwise by the Parties, delivery of Goods or Products shall not be deemed to convey to the Buyer any license to the Vendor’s intellectual property rights. The Buyer commits itself to take all measures necessary and needed to prevent any infringement, whether directly or by third parties, of the Vendor’s intellectual property rights, and to affix such markings as may be specified by the Vendor upon documents and materials which refer to the Vendor’s property, to the exclusion of any other marking including its own.

Article 23: Relationship of Parties

Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

Article 24: Waiver

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

Article 25: Severability

If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction in Alberta, Canada; such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

Article 26: No set off

The Buyer shall not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or allege to have for any reason whatsoever.

Article 27: Tools – Prototypes

27.1 If items are to be forged or stamped or injection molding, the Buyer’s participation in financing the expenses of design, creation, research, manufacture and development of the needed tools will be the subject of a separate preliminary order.

27.2 The financial participation described in this Article above shall give the Buyer only the right to have such tools used by the Vendor in its own factories or facilities as needed for execution of the Buyer’s Order. The Vendor keeps full ownership of these tools.

27.3 Thus, tools created to meet the Buyer’s needs shall in all circumstances physically remain inalienable in the Vendor’s premises, and may neither be seized by, nor transferred to, the Buyer. The Vendor may, without prior notice, convert these tools to scrap (metal) if Seller does not receive a new Order of sufficient importance to justify maintaining the tools and their setup when more than three (3) years elapses from Buyer’s previous order.

27.4 The Vendor makes no promise that tools provided by the Buyer will be used for any specific duration. Moreover, the Buyer shall bear the expenses of modifying said tools as the Vendor may deem necessary for proper execution of the Order. The Buyer will replace the tools at the Vendor's request whenever necessary to meet the need of the Order.

27.5 The Buyer shall hold the Vendor harmless against the consequences of any legal action alleging that manufacture of an item infringes a private right, such as one based on patent, copyright or trademark etc.

27.6 Unless expressly agreed otherwise by the Parties, neither the receipt of payments by the Vendor, nor the delivery of tools, or prototypes, or information relating thereto, by the Vendor to the Buyer, shall be deemed to affect the Vendor’s rights of intellectual property. In this regard, the Vendor shall not be deemed to have relinquished its right to bring counterfeiting and/or infringement proceedings against the Buyer, its customers and its subcontractors, for keeping, repairing, or using tools, prototypes and information concerning the Goods or Products delivered by the Vendor to the Buyer in accordance with the Order.

27.7 The Buyer shall commit itself to take all measures necessary and needed to prevent infringement, whether directly or by third parties, of the Vendor’s intellectual property rights in the tools, prototypes and information relating thereto, and to affix such markings as may be specified by the Vendor for its tools, prototypes, samples and documents, to the exclusion of any other marking including its own.