THE FOLLOWING STANDARD TERMS AND CONDITIONS OF SALE SHALL GOVERN THE ENTIRE RELATIONSHIP BETWEEN BENNESONS INC. (“BENNESONS”) AND PURCHASER INCLUDING, BUT NOT LIMITED TO ALL NEGOTIATIONS, PURCHASE ORDERS, ACCEPTANCES, SALES AND DELIVERIES. NO TERM OR CONDITION OR OTHER UNDERSTANDING, ORAL, OR WRITTEN, IN ANY WAY PROPOSING TO VARY, ALTER, EXPAND, OR MODIFY UPON THESE STANDARD TERMS AND CONDITIONS OF SALE, WHETHER CONTAINED IN PURCHASER’S PURCHASE ORDER OR ELSEWHERE, SHALL BE BINDING ON LAURIER AVENUE TRADINGS, INC. ITS’ SUCCESSORS OR ASSIGNS, UNLESS AGREED UPON IN WRITING AND SIGNED BY BENNESONS INC.
1. WARRANTIES, EXCLUSIVE REMEDIES, AND LIMITATIONS ON DAMAGES: Benneson’s warranty as to goods is limited to the written warranty it provides to the end-user of its Products which guarantees against defects in materials and workmanship for a specified period of time. Purchasers other than the end-user acknowledge that neither this nor any other warranty, express or implied, have been made to them by Bennesons other than the Products sold by Bennesons pursuant to the purchase order will conform to the size, model, and quantity of the goods set forth in the purchase order. Purchasers other than the end-user agree to cooperate with Bennesons in providing Benneson’s warranty to the ultimate end-user of the Product. Purchasers are not authorized to, and shall not, change, extend, or modify the warranty that Bennesons supplies to the ultimate end-user of the Product in any manner.
THE FOREGOING IS IN LIEU OF ALL OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Except as specifically stated in these Standard Terms and Conditions of Sale, remedies with respect to any Product manufactured or sold by BENNESONS INC., or with respect to any alleged breach of or default under these Standard Terms and Conditions of Sale (including any breach of warranty), shall be limited exclusively to the right of replacement or repair of the Product at BENNESONS INC.’s sole discretion. In no event shall BENNESONS INC. be liable for consequential or special damages of any nature which may arise in connection with the Product or any breach or default under these Standard Terms and Conditions of Sale.
To the extent permitted by Law, the aggregate liability of BENNESONS INC. hereunder whether in contract, tort (including negligence), or otherwise, will be limited to the purchase price of the Product. However, the foregoing limitation does not limit the liability of BENNESONS INC. for third party claims for injury to, or death of a person, arising from the gross negligence of BENNESONS INC. or an alleged defect in the Product.
2. ACCEPTANCE OF PURCHASE ORDERS: BENNESONS INC. shall have no obligation, nor shall BENNESONS INC. be bound, with respect to any purchase order, unless the purchase order has been accepted by BENNESONS INC. At its sole discretion, BENNESONS INC. may elect to reject any purchase order submitted by Purchaser.
3. PAYMENT TERMS: Unless otherwise stated or agreed upon in writing by BENNESONS INC., standard payment terms for Product are cash in advance or Net 30 with approved credit.
4. PRODUCT LEAD TIME: Unless otherwise stated or agreed to in writing by BENNESONS INC., our standard lead time is a minimum of 10 days (order date to requested ship date) and will be shipped on a first-come first-served basis. All orders should be shipped within 11 business days of the requested ship date, and most will ship on the requested ship date unless the order falls outside normal run-rates / hours of operation. Orders exceeding normal run-rates will be treated on a case-by-case basis and may warrant significantly greater lead times.
5. PACKAGING, CONFIGURATION, LABELING: Unless otherwise agreed to in writing by BENNESONS INC., Product shall be packaged for shipment on a standard 40 x 48 pallet. Standard pack configuration for all Products shall be master pack and all Products shall include Benneson’s standard labeling.
6. SHIPMENT: Unless otherwise agreed to in writing by BENNESONS INC., shipment of all Products shall be FOB Origin Freight Collect BENNESONS INC.’s facilities.
7. DELIVERY AND FORCE MAJEURE: Shipping dates provided by BENNESONS INC. are estimates only, and BENNESONS INC. in no way guarantees that the ordered Product will be shipped in accordance with estimated shipping schedules. Under no circumstances shall BENNESONS INC. be liable for any loss, damage or delay due to any cause beyond its reasonable control, including but not limited to acts of government, terrorism, strikes, lockouts, other labor disputes, fire, explosion, theft, weather damage, flood, earthquake, riot, civil commotion, war, or any act of God.
8. PRICE CHANGE NOTIFICATION: Unless otherwise agreed to in writing by LAURIER AVENUE TRADINGS, INC., prices for all Products are subject to change by LAURIER AVENUE TRADINGS, INC. without notice, and orders calling for future delivery will be billed according to the price in effect at the time of the Product is shipped from LAURIER AVENUE TRADINGS, INC.’s facility.
9. PRICE QUOTATIONS: Unless otherwise agreed to in writing by LAURIER AVENUE TRADINGS, INC., written price quotations are effective only if obtained from LAURIER AVENUE TRADINGS, INC. All price quotations shall automatically expire thirty (30) calendar days from the date issued and are subject to earlier termination by notice at any time during the thirty (30) day period.
10. CANCELLATIONS, MODIFICATIONS, AND RETURNS: Once placed, purchase orders may be canceled or modified by the Purchaser only with the written consent of LAURIER AVENUE TRADINGS, INC. If such consent is given and a purchase order is canceled or modified, the Purchaser shall reimburse LAURIER AVENUE TRADINGS, INC. for all expenses (as determined by LAURIER AVENUE TRADINGS, INC. in its sole discretion) incurred prior to such cancellation.
Product may be returned only with a prior written return material authorization (“RMA”) obtained from LAURIER AVENUE TRADINGS, INC. and all products returned via RMA must be in original product packaging and be less than one (1) year old from the date of manufacture. All Products returned via RMA shall be subject to a 30% re-stocking fee. All Products returned pursuant to an RMA shall be shipped FOB to LAURIER AVENUE TRADINGS, INC.’s facility.
11. FILLRATES: Unless otherwise agreed to in writing by LAURIER AVENUE TRADINGS, INC., LAURIER AVENUE TRADINGS, INC. does not commit to specific fill rates.
12. TRADEMARKS AND TRADE NAMES: Purchaser acknowledges that all brand names, logos, and trademarks incorporated onto or associated with the Products purchased hereunder and the Bennesons trade name are and remain the exclusive property of LAURIER AVENUE TRADINGS, INC. Purchaser understands that Purchaser does not acquire any rights in any of the trademarks or trade names by purchasing the Products hereunder. Purchaser will not: (a) attach any additional trademarks or trade names to the products sold by LAURIER AVENUE TRADINGS, INC. hereunder, or (b) remove or alter or overprint any of the Bennesons marks or trade names provided hereunder. Purchaser shall not make any use of the trademarks at any time except as otherwise authorized in writing by LAURIER AVENUE TRADINGS, INC.
13. PROPRIETARY INFORMATION/NON DISCLOSURE: Purchaser acknowledges that any knowledge or information, including prototypes, designs, drawings, and data, which LAURIER AVENUE TRADINGS, INC. may have disclosed to Purchaser in connection with the order of the Products shall, at all times, remain the exclusive property of LAURIER AVENUE TRADINGS, INC., and Purchaser shall acquire no interest in or rights with respect to such proprietary information. Purchaser further acknowledges that such proprietary information constitutes a valuable, special, and unique business asset of LAURIER AVENUE TRADINGS, INC. and Purchaser will not now or at any time in the future use any such information in any manner or disclose any such information in any manner or disclose any such information to any person or entity, except as expressly permitted in writing by LAURIER AVENUE TRADINGS, INC.
14. CUSTOM PRODUCTS/SKUS: Purchase Orders may only be submitted for existing Products and SKUs. Purchaser may not submit Purchase Orders for custom products or new SKUs without the express written consent of LAURIER AVENUE TRADINGS, INC.
15. DEFAULT, REMEDIES, AND TERMINATION: In the event that Purchaser fails to make payment when due for Products shipped to it, or otherwise breaches any provision of these Standard Terms and Conditions of Sale, Purchaser shall be liable for any loss suffered by LAURIER AVENUE TRADINGS, INC. by reason of such breach including but not limited to, costs of collection, attorney’s fees, loss of profits, and additional freight, storage, and handling costs. In such event, LAURIER AVENUE TRADINGS, INC., at its sole discretion, may also terminate the Purchase Order, require that any shipment of Product be made C.O.D., demand cash in advance prior to filling any orders, and place the Purchaser on credit hold. The above-listed remedies are cumulative and in addition to any other remedies available to LAURIER AVENUE TRADINGS, INC. at law or equity for the failure to pay for Products sold hereunder.
16. INDEMNIFICATION: Purchaser shall indemnify, defend and hold LAURIER AVENUE TRADINGS, INC. harmless from and against any and all third party claims, losses, liabilities, and expenses (including without limitation, attorneys’ fees) arising from the Products sold hereunder and where the sole basis of the third party claim is the alleged willful or negligent wrongdoing of the Purchaser.
17. GOVERNING LAW: These Standard Terms and Conditions of Sale shall be governed and interpreted in accordance with the laws of the Province of Quebec and federal laws of Canada. The state courts of Quebec and the Canadian District Court for the Province of Qubec shall have exclusive jurisdiction with respect to any and all claims made hereunder.
18. ASSIGNMENTS: Purchaser may not assign or transfer any of its rights or duties under these Standard Terms and Conditions of Sales without the written consent of LAURIER AVENUE TRADINGS, INC. LAURIER AVENUE TRADINGS, INC. may, in its sole discretion, assign or transfer any or all of its rights or duties hereunder to any person or entity, including without limitation any affiliate or successor.
19. SEVERABILITY: In the event, any provision of these Standard Terms and Conditions of Sale should be held unenforceable by a court of competent jurisdiction, such court is hereby authorized to amend such provision so that it will be enforceable to the greatest extent permitted by law, and all remaining provisions shall continue in full force and effect without being affected, impaired, or invalidated thereby.
20. WAIVER: Any failure by LAURIER AVENUE TRADINGS, INC. to enforce any provision of these Standard Terms and Conditions of Sale shall be not be construed as a waiver of its rights thereafter to enforce each and every provision herein.
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