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STANDARD TERMS AND CONDITIONS OF SALE

BY ACCEPTING THE GOODS ACCOMPANYING THE INVOICE, BUYER EXPRESSLY ACKNOWLEDGES ITS AGREEMENT TO THE 'STANDARD TERMS AND CONDITIONS OF SALE' SET FORTH.
NO AGENT, EMPLOYEE, OR REPRESENTATIVE OF SELLER HAS ANY AUTHORITY TO ALTER OR DELETE ANY TERM OR CONDITION OF THIS CONTRACT.
STANDARD TERMS AND CONDITIONS OF SALE
1. Acceptance and Cancellation of Orders. All prices are in US funds. Unless otherwise stated in buyer’s Purchase order, all parts shipped are new, unused. Any contract for the sale of goods made between Buyer and Seller may be cancelled by Buyer only upon the advance written consent of Seller (which it may withhold in its sole discretion, as all parts are purchased specifically for the buyer). Otherwise once a buyer’s PO is confirmed, all orders are non-cancelable and non-refundable.
2. Delivery. All prices quoted and goods shipped are Freight Collect. Title to and risk of loss of all goods shall pass to Buyer when the goods are placed by Seller in possession of a common carrier selected by Seller for shipment to Buyer. Unless expressly provided otherwise on the front of this Contract, Buyer shall pay all freight, handling, delivery, and insurance costs for the shipment of goods.
3. Force Majeure. Seller is excused from performance of any obligations and shall not be liable for delays in delivery or for failure to perform if its failure or delay of performance is caused by events or conditions beyond Seller's reasonable control, including without limitation, acts of God, acts of the public enemy, quarantine restrictions, expropriation or confiscation of facilities, compliance with any order of any governmental authority, industrial disturbances, blockades. In the event of any delay, the contractual date of delivery, if any, shall be extended for a period equal to the time lost as a consequence of the delay without penalty to Seller.
4. Payment Terms. Buyer shall pay for the goods in full, without offset or deduction, within the time frame and in the manner set forth on the front of this Contract.
5. Limited Warranty. Subject to Section 6, Seller warrants that it has title to the goods and that the goods generally conform to the descriptions, if any, on the front page of this Contract. The term manufacturer (Mfr) refers to the original manufacturer of the product when identified. All products are new (Unused). THE FOREGOING WARRANTIES ARE SELLER'S EXCLUSIVE WARRANTIES, AND THE GOODS SOLD UNDER THIS AGREEMENT ARE SOLD "AS IS". EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND. Buyer acknowledges that Seller is acting solely as a third party distributor of the goods covered by this Invoice. Seller makes no representation, covenant, or warranty with respect to the extent or enforceability of the manufacturer's warranty.
6. Limitation of Liability.
a. Within 30 days after receipt of each shipment of goods, Buyer shall have the right to examine and test the goods to determine if there is any damage or defect. Failure of Seller to receive written notice of any such claim within the applicable time period shall be deemed an absolute and unconditional waiver by Buyer of the claim.
b. BUYER'S EXCLUSIVE REMEDY SHALL BE FOR DAMAGES AND SELLER'S TOTAL LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING OUT OF ANY CLAIM WHATSOEVER SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE GOODS. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RESULTING FROM ANY CLAIM.
7. Returns. Buyer may return to Seller any goods that are damaged or defective solely by obtaining a Return Material Authorization ("RMA") from Seller within 30 days of receipt of the goods. Buyer must return to Seller the damaged or defective goods within the period set forth in the RMA. The RMA number must be listed on all packaging containing goods returned to Seller. If Buyer does not request from Seller an RMA within 30 days of receiving the goods to be returned, or requests an RMA for goods that are not damaged or defective, Seller may, at its sole discretion, refuse to issue an RMA for return of the goods.
8. Taxes. Seller's prices do not include sales, use, excise, or other similar taxes. Accordingly, Buyer shall pay, in addition to prices specified by Seller, all local, state, and federal taxes, including all sales, use, excise, or other similar tax, payable with respect to the goods or the transactions contemplated herein.
9. Installation. Buyer is solely responsible for the installation and operation of the goods, including without limitation, obtaining all permits, licenses, or certificates required for the installation or use of the goods.
10. Integration and Assignment. This Contract records the final, complete, and exclusive agreement between the parties with regard to the subjects addressed in it and supersedes any and all prior or contemporaneous oral or written agreements between them regarding the same. No course of prior dealings between the parties and no usage of the trade is relevant to supplement or explain any term used in this Contract. Acceptance or acquiescence in a course of performance rendered under this Contract is not relevant to determining the meaning of this Contract even though the accepting or acquiescing party had knowledge of the nature of performance and opportunity for objection. An amendment or modification of this Contract will be valid and effective only if it is in writing and signed by both Buyer and Seller. Any assignment by Buyer of this Contract or any rights in it, without Seller's advance written consent, shall be void.
11. Buyer's Terms and Conditions. Goods furnished and services rendered by Seller to Buyer are sold only on the terms and conditions stated herein. Notwithstanding any terms or conditions on any document of Buyer, the information and conditions on this document are controlling over Buyer and Seller. Any different or additional terms or conditions contained on Buyer's purchase order, invoice, confirmation, or any other Buyer generated document are specifically objected to by Seller. Seller's performance of any contract is expressly made conditional on Buyer's agreement to Seller's terms and conditions contained in this Contract. Commencement of performance or delivery shall be for Buyer's convenience only and shall not constitute acceptance by Seller of Buyer's terms and conditions. If a contract is not earlier formed by mutual agreement between Buyer and Seller, acceptance of any goods or services by Buyer shall constitute acceptance by Buyer of the terms and conditions stated herein.
12. Legal Proceedings. The validity, enforcement, construction, and interpretation of this Contract are governed by the federal laws of Canada, excluding the laws of those jurisdictions pertaining to resolution of conflicts with laws of other jurisdictions.

Royal Leaf Logistics Inc.
620 St-Jean Blvd, Suite 204
Pointe Claire, QC
Canada H9R 3K2
Tel: 514-426-2777
Fax: 514-426-2729
info@royalleaf.ca