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TERMS AND CONDITIONS OF SALE - DROPLET DESIGN LTD.
- AGREEMENT.
Whenever used herein, the term “Agreement” means these Terms and Conditions of Sale as may be amended at the sole discretion of DROPLET DESIGN ltd. and its successors and assigns (“DROPLET”) at any time and from time to time. The term “goods” includes all goods or component parts sold, whether manufactured by DROPLET or another supplier.
- PAYMENTS.
Unless otherwise agreed by DROPLET in writing, all amounts payable hereunder shall be due to DROPLET within thirty (30) days of invoice date, time being of the essence. Late payments shall bear interest at the rate of 18% per annum or the highest rate permitted by law, whichever is less. All prices shown are net, and in addition to the price of goods, Customer shall pay all expenses including taxes, insurance, freight, carriage, and warehousing. All amounts shall be paid by the Customer to DROPLET without any setoff, deduction or recoupment.
- TAXES AND PRICING.
All prices quoted are subject to change without notice and are exclusive of taxes. Customer shall pay all taxes resulting from transactions, including, without limitation, occupation, property, excise, sales, or use taxes, but excluding any taxes based on the income of DROPLET. The purchase price shall be subject to increase based on DROPLET’s established price at the date of actual delivery if delivery is delayed thirty (30) days or more beyond the scheduled delivery date and such delay is caused in whole or in part by circumstances beyond the reasonable control of DROPLET as provided in paragraph 11.
- DELIVERY and SHIPMENT.
DROPLET delivery is pick-up from the company’s current location only. DROPLET doesn’t provide shipping services. DROPLET will occasionally suggest a shipping mode or company based on the customer’s location. In no circumstances DROPLET is responsible for the shipping of the product.
(a) Scheduled product delivery date is an estimate only. On or after the scheduled delivery date, Customer shall accept delivery upon notification by DROPLET; or, if Customer refuses delivery, then DROPLET is authorized at its option to: (i) have the goods transported and warehoused at Customer’s expense and risk, which shall constitute delivery to Customer, in which event DROPLET may declare as immediately due all amounts owing upon delivery including the additional cost of such transportation and warehousing; (ii) defer delivery.
(b) DROPLET may make partial deliveries hereunder and may invoice for each such partial delivery separately. Each partial delivery will be deemed to be a separate sale but a delay in delivery of any partial delivery will not relieve Customer of its obligation to accept delivery of any remaining delivery.
- TITLE/RISK OF LOSS/INSURANCE.
Title in the goods shall remain with DROPLET until such goods have been paid for in full. However, such goods shall be entirely at Customer’s risk from the time they are placed in the possession of the carrier for shipment to Customer. Customer shall ensure that the goods are insured against “all risks” from the time the goods are placed in the possession of the carrier for shipment to Customer, and continuously thereafter until all amounts due to DROPLET are paid in full. Such insurance shall be for no less than the total amount owing to DROPLET with loss first payable to DROPLET. Purchaser shall indemnify DROPLET from all loss arising out of any claims, suits and demands by reason of the retention of title to the goods by DROPLET while the goods are at the Customer’s risk.
- ACCEPTANCE OF GOODS.
Customer shall inspect or test all goods upon receipt. Customer shall be deemed to have effected final acceptance of the goods at the earliest of:
(a) the fifteenth (15th) day after the date of shipment, unless written notice is received by DROPLET before such day; or,
(b) the date when the goods are used or otherwise placed in commercial operation.
- WARRANTY.
(a) DROPLET warrants that title to the goods sold shall be free from any encumbrance, and that the goods will conform to the description contained on DROPLET’s invoice.
(b) SUBJECT TO APPLICABLE LAW, DROPLET MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, EXCEPT AS PROVIDED IN WRITING SIGNED BY AN AUTHORIZED OFFICER OF DROPLET, AND SPECIFICALLY EXCLUDES ALL LEGAL OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (c) Customer is responsible for the designation and selection of product sold by DROPLET. Customer shall hold DROPLET harmless and indemnify and defend DROPLET (including its affiliates, assigns, directors, officers, employees, agents and representatives) for any claims arising out of or relating to the design, specification, or use of product(s) sold by DROPLET to Customer.
- CUSTOMER’S REMEDY.
DROPLET’s sole responsibility and liability and Customer’s exclusive remedy under this Agreement shall be limited to the repair or replacement of goods (f.o.b. DROPLET’s delivery point), or, at DROPLET’s option, return of the goods and refund of moneys paid thereon, without interest, provided Customer is not in default hereunder. SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL DROPLET BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR LEGAL FEES. DROPLET’s obligation hereunder is subject to receipt of written notice of defect (containing detailed particulars of the alleged defect) from Customer prior to the time of deemed acceptance.
- RETURNS.
Returned goods will be accepted only if DROPLET has given prior written consent. A charge for handling, inspection, restocking and invoicing of up to 25% of the sale price of the returned goods shall be assessed against the Customer. All returns allowed must be shipped at Customer’s expense and must be in excellent resale condition.
- DELAY OR NONPERFORMANCE.
DROPLET shall not be liable for failure or delay in performance hereunder due in whole or in part to strikes, work stoppages, fires, acts of terrorism, accidents, wars, rebellions, civil commotion, public strife, acts of any government whether legal or otherwise, acts of public enemies, force majeure, inability to secure or delay in securing transportation, inability to obtain or delays in obtaining goods, materials, or qualified labor, or any other causes beyond DROPLET’s reasonable control, including without limitation delays or inability to obtain product because of the actions of DROPLET’s suppliers.
- DEFAULT.
Customer shall be in default under this Agreement if any of the following occurs: (a) Customer refuses to accept delivery or fails to make any payment when due; (b) there is a breach of any covenant or agreement by Customer; (c) Customer dies, ceases to exist, becomes insolvent or the subject of bankruptcy, insolvency, or liquidation proceedings; (d) Customer attempts to assign its rights and obligations under this Agreement without the prior written consent of DROPLET; (e) any representation, warranty, condition, or certification of Customer or any information provided by Customer in or pursuant to this Agreement is false in any material respect when made; (f) DROPLET, in good faith, considers that payment or performance of any obligation of Customer to DROPLET arising out of this Agreement or any other agreement between Customer and DROPLET or any affiliate of DROPLET, including any modifications, renewals or extensions thereof, is impaired.
- REMEDIES UPON DEFAULT.
In the event of Customer’s default: (a) DROPLET may, at its option, (i) charge Customer interest at the rate of 18% per annum or the highest rate permitted by law, and/or (ii) take immediate possession of the goods and remove same without notice and without legal proceedings, and/or declare all unpaid amounts immediately due and payable and/or suspend shipments to Customer; (b) Waiver by DROPLET of any breach or default shall not constitute a waiver of any subsequent breach or default; (c) DROPLET shall be entitled to set off any amount owed by Customer or any of Customer’s related entities against any amount payable by DROPLET in connection with any unpaid monies due to Customer; (d) DROPLET at its discretion and option shall be entitled to retain all money paid by Customer on account as liquidated damages; and, (e) DROPLET shall have all the rights and remedies provided by law in addition to all other rights as established herein, which rights and remedies shall be cumulative.
- CANCELLATION.
Upon receipt of written notice from Customer, DROPLET shall cancel any orders as instructed, subject to DROPLET’s (or its subcontractors’) right to continue processing raw or finished material to the point at which processing can be halted with the least disruption and cost to DROPLET. The customer shall be responsible for all costs associated with the cancellation and completion of the processing of the material.
- NON-REFUNDABLE DEPOSIT
The customer acknowledges that the Deposit is non-refundable in all circumstances, including but not limited to if the customer decides s/he does not want the product or is no longer able to take delivery.
- ACCEPTANCE.
This Agreement shall be binding on Customer by its purchase of goods from DROPLET and may only be modified in writing, signed by DROPLET, and each of the provisions of this Agreement shall remain in effect unless and until explicitly contradicted by the aforesaid writing. If Customer submits an order form with contrary terms or conditions, such order form shall be considered only as confirmation of the order and shall in no way amend, prevail over, supplement, or supersede any of the provisions of this Agreement. Customer waives any defence to the validity or enforceability of this Agreement arising from any electronic submission of it to Customer. The customer acknowledges and agrees that it has the ability to access each URL referenced in any quote or other document delivered to it by DROPLET.
- GENERAL. DROPLET may assign its rights and obligations under this Agreement. Customer may not assign its obligations under this Agreement to any person without DROPLET’s prior written consent of DROPLET. If Customer changes its corporate status, both Customer and its successors continue to be bound by this Agreement, and DROPLET reserves its rights and remedies on default. No prior representation, affirmation, or agreement shall be enforceable unless set forth herein.
- DISPUTE RESOLUTION/GOVERNING LAW. The validity, construction and enforcement of this Agreement are governed by the laws of the province of British Columbia and the federal laws of Canada applicable therein. The Customer irrevocably submits to the non-exclusive jurisdiction of the courts of the province of British Columbia. Reasonable legal fees and costs shall be awarded to the prevailing party in any litigation. Customer must institute any action against DROPLET within one (1) year after Customer’s claim arises, or, subject to applicable law, such claim shall be barred notwithstanding any statutory limitations to the contrary.
- SEVERABILITY. If, in any jurisdiction, any provision of this Agreement or its application to any party or circumstance is restricted, prohibited, or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition, or unenforceability, without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other party or circumstances.
- INTERNATIONAL. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or any goods ordered or issued under this Agreement. Each party agrees to comply with all applicable corruption of public officials and antibribery laws and regulations.
- LANGUAGE. The parties to this Agreement confirm that it is their wish that this Agreement, as well as any other documents relating to this Agreement, have been and shall be drawn up in the English language only. Les signataires confirment leur volonté que la présente convention, de même que tous les documents s’y rattachant, soient rédigés en anglais seulement.
