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CONDITIONS OF SALE

The following Conditions of Sale shall apply to this sale of goods by P.J. Impex Inc. (herein “Seller”) to the exclusion of any conflicting purchasing conditions made by Buyer.

  1. Seller is not liable for delays in delivery of goods or other non-performance caused by strikes, labour difficulties, fires, riots, civil commotion, floods, accidents, delays in transit, acts of God, force majeure, governmental regulations or other events beyond Seller’s control.
  2. Unless otherwise stipulated, prices quoted are FOB Montreal (Incoterms 2000). Buyer is liable for the cost of all taxes, permits, certifications, fees and any other charges. If Seller has included in the price the charges for carriage, insurance and/or other additional costs, Seller reserves the right to increase the price should the rates, tariffs, or charges upon which they are based be increased.
  3. In the event Buyer should fail to make any payment on its due date, Seller may withhold delivery and/or cancel this sale or withhold delivery and/or cancel any other sale between Buyer and Seller and/or charge Buyer with interest on such overdue payments at the rate of twelve percent (12%).
  4. Ownership of the goods shall not pass to Buyer until the price has been paid to Seller in full including interest and other charges. Until then, the goods shall be and remain Seller’s personal moveable property and if default is made in any of the payments, Seller shall be free to enter the premises where the goods may be located and remove them as its property without prejudice to its rights to recover any further expenses or damages it may suffer by reason of such non-payment. Notwithstanding, Buyer shall assume all risk of loss of the goods from the point of delivery of the goods by Seller.
  5. Seller shall not be liable for damages resulting from this sale or the quality of the goods for any amount in excess of the price of the goods.
  6. No suit or legal proceedings arising from this sale shall be maintainable against Seller unless Buyer has made a written claim with full particulars within seven (7) days of delivery of the goods and Buyer has given an opportunity for Seller’s representative to inspect the goods in their original packing, and Buyer has commenced suit or legal proceedings within one (1) year after delivery of the goods. Failing such written claim within the said seven (7)-day delay, Buyer shall be deemed to have accepted and approved the goods. Seller is not liable to replace goods which fail to pass Buyer’s government inspection.
  7. This sale shall be governed by the laws of the Province of Quebec, Canada. In the event of any dispute or claim arising out of this contract, the courts of the Province of Quebec, District of Montreal, shall have sole jurisdiction and Buyer agrees to submit to the jurisdiction of the said courts.

CONDITIONS OF PURCHASE

The following Conditions of Purchase shall apply to and constitute the entire agreement for the purchase of goods by P.J. lmpex Inc. (herein "Buyer") from Seller to the exclusion of any conflicting conditions of sale of Seller.

  1. If any delivery is made which is not in all respects in conformity with the provisions of this purchase and its delivery schedule, Buyer shall be entitled to reject any such deliveries and cancel this purchase without any liability to Seller and under reserve of Buyer's rights to claim damages against Seller including the amount of any liability for which Buyer is responsible to its customer due to such non-conformity or late delivery .
  2. Unless otherwise stipulated, purchases are made F.O.B. [named destination] lncoterms 2000). Title to, and risk of loss of the goods shall, unless otherwise provided in this purchase, pass from Seller to Buyer upon delivery of such product.
  3. Seller warrants that all goods purchased under this purchase shall conform to their description and shall be in all respects merchantable and free from any defects, failing which Buyer shall have the right to reject and return such goods at Seller's risk and expense and receive reimbursement of any payments made on account, in addition to any other rights which Buyer may have under this warranty. Seller also agrees to defend and indemnify Buyer against all damages resulting from a breach of this warranty herein including the cost of replacing the goods. Seller agrees that this warranty shall survive the acceptance of the goods.
  4. All goods purchased under this purchase shall be properly; packed, marked and shipped and shall conform to instructions which Buyer may furnish Seller from time to time. Seller shall reimburse Buyer for all expenses incurred by Buyer or Buyer's customer as a result of improper packing.
  5. Buyer may, by written notice to Seller, suspend performance of this purchase. Such notice of suspension shall specify the date of suspension and the duration of the suspension. Upon receiving notice of suspension, Seller shall promptly-suspend further delivery of goods to the extent specified. Buyer may, at any time, by written notice to Seller, direct Seller to proceed with this purchase. Such notice shall specify the date on which performance and delivery of goods is to recommence.
  6. Buyer may, at any time, terminate performance of all or any part of this purchase by written notice to Seller. On the date of such termination stated in the said notice, Seller shall discontinue all activities to complete this purchase. Buyer and Seller shall promptly agree on a termination settlement based on that portion of this purchase satisfactorily performed to the date of termination.
  7. This purchase shall be governed by the laws of the Province of Quebec, Canada. In the event of any dispute or claim arising out of this contract, the courts of the Province of Quebec, District of Montreal, shall have sole jurisdiction and Seller agrees to submit to the jurisdiction of the said courts.