Terms and Conditions

TERMS AND CONDITIONS OF SALE

These terms and conditions of sale (“Arrangement”) are applicable to any order placed with and accepted by Greenhouse Juice Co Ltd (referred to herein as “Supplier”)

Scope of Arrangement

Supplier, upon acceptance of an Order placed by Buyer, will supply the products specified in the Order (the “Goods”) to Buyer, pursuant to the terms and conditions of the Arrangement and its exhibits and Supplier’s acceptance of such order submitted by Buyer is expressly limited to the terms and conditions of the Arrangement notwithstanding any contrary provision contained in Buyer’s purchase orders, invoices, acknowledgements or other documents. The details of the Goods (e.g. quantity, price, and product specifications) shall be set forth in the relevant Order.

Price and terms

(a) The prices payable by Buyer for goods and services to be supplied by Supplier under this Arrangement will be specified in the applicable Order. Unless otherwise expressly stated in an Order, all prices exclude shipping and taxes. (b) Payment terms are net thirty (30) calendar days from the date of the invoice. If Buyer does not pay an invoiced amount within terms, Buyer will in addition pay finance charges of two percent (2%) per month on the late balance and Supplier reserves the right to (1) withhold shipment of the Work until full payment is made; and/or (2) revoke any credit extended to Buyer; and/or (3) apply to the credit card noted on file for any balances greater than 60 days, after notification from Greenhouse that amounts are overdue. In the event that Buyer’s account is more than ninety (90) days in arrears, Buyer shall reimburse Supplier for the reasonable costs, including attorneys fees, of collecting such amounts from Buyer. In the event of any dispute regarding an invoice, no finance charges will apply in the event that Buyer provides written notice of the dispute prior to the due date for such payment. (c) Upon reasonable request by the Supplier, Buyer shall provide copies of its most recent audited financial statements or other reasonable evidence of its financial capacity and such other information as Supplier reasonable requests to determine credit status or credits limits. (d) Buyer shall provide notice within five (5) business days of the occurrence of any event which materially affects Buyer’s ability to perform its obligations under this Arrangement including but not limited to: (i) the material default of any supplier or sub-contractor; (ii) labor strike or dispute; or (iii) material uncured default with respect to any debt obligations of Buyer. (e) Pricing schedules (whether attached to this Arrangement or an Order) are subject to change upon a change in the price of applicable raw materials (as reflected on a recognized trade or commodity pricing tracker) in excess of five percent (5%) from the date of such schedule. (f) Unless otherwise specified in the Order, Work will be delivered FOB Supplier’s manufacturing facility and will be shipped to Buyer via carriers selected by Supplier, which includes the Greenhouse delivery team.

Title and Risk of Loss

Title to the goods will remain with the Seller until delivery and actual receipt of the Goods by the Buyer or, in the alternative, the seller delivers a document of title or registrable Bill of Sale of the Goods, bearing any necessary endorsement, to the Buyer.  Risk of loss shall be assumed by the Buyer upon receipt of the Goods.

Warranties

THE GOODS ARE SOLD ‘AS IS’ AND THE SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTIBILITY OR FITNESS FOR PARTICULAR PURPOSE.  The Seller does not assume, or authorize any other person to assume on the behalf of the Seller, any liability in connection with the sale of the Goods.

Inspection

Inspection will be made by the Buyer at the time and place of delivery. 

Claims

The Buyer’s failure to give notice of any claims within 5 days from the date of delivery will constitute unqualified acceptance of the Goods and a waiver by the Buyer of all claims with respect to the Goods.

Excuse for Delay or Failure to Perform

The Seller will not be liable in any way for any delay, non-delivery or default in shipment due to labour disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents and other causes beyond the control of the Seller or its suppliers.  If the Seller, in its sole judgment, will be prevented directly or indirectly, on account of any cause beyond its control, from delivering the Goods at the time specified or within one month after the date of this Arrangement, then the Seller will have the right to terminate the Arrangement by notice in writing to the Buyer, which notice will be accompanied by full refund of all sums paid by the Buyer, if applicable, pursuant to these terms and conditions.

Remedies

The Buyer’s exclusive remedy and the Seller’s limit of liability for any and all losses or damages resulting from defective goods or from any other cause will be for the purchase price of the particular delivery with respect to which losses or damages are claimed.

Cancellation

The Seller reserves the right to cancel the Arrangement:

1. if the Buyer fails to pay for any shipment when due;
2. in the event of the Buyer’s insolvency or bankruptcy; or
3. if the Seller deems that its prospect of payment is impaired

Notices

Any notice to be given or document to be delivered to either the Seller or Buyer pursuant to this Arrangement will be sufficient if delivered personally or sent by prepaid registered mail to either, in the case of the Buyer, the address provided in this document, or, in the case of the Seller, 3543 Nashua Drive, Mississauga, ON, L4V 1R1.  Any written notice or delivery of documents will have been given, made and received on the day of delivery if delivered personally, or on the third (3^rd) consecutive business day following the day of mailing if sent by prepaid registered mail.

General Provisions

Headings are inserted for convenience only, and are not to be considered when interpreting the Arrangement.  Words in the singular mean and include the plural and vice versa.  Words in the masculine mean and include the feminine and vice versa.

All representations and warranted of the Seller contained in these Terms and Conditions will survive the closing of the Arrangement.

The Buyer may not assign its right or delegate its performance under the Arrangement without the prior written consent of the Seller, and any attempted assignment or delegation without such consent will be void.  An assignment would change the duty imposed by the Arrangement, would increase the burden or risk involved and would impair the change of obtaining performance or payment.

These Terms and Conditions will be governed by and construed in accordance with the laws of the Province of Ontario and the Seller and the Buyer hereby attorn to the jurisdiction of the Courts of the Province of Ontario.

If any clause of these Terms and Conditions is held unconscionable by any court of competent jurisdiction, arbitration panel or other official finder of fact, the clause will be deleted from these Terms and Conditions and the balance of the Arrangement will remain in full force and effect.

The Arrangement will inure to the benefit of and be binding upon the Seller and the Buyer and their respective successors and assigns.

The Arrangement may be executed in counterparts.  Facsimile signatures are binding and are considered to be original signatures.

Time is of the essence in any Arrangement.

An Arrangement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.  The Buyer acknowledges that it has not relied upon any representations of the Seller as to prospective performance of the Goods, but has relied upon its own inspection and investigation of the subject matter.