This agreement is made and entered into on the date specified on the purchase order confirmation (“Purchase Order”) at Toronto, Ontario, by and between Stamet Tech Inc. (the “Seller”) and the buyer specified in the Purchase Order (the “Buyer”). The Seller and the Buyer are collectively referred to as the “parties”.
1. This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and each of the parties hereto agrees irrevocably to conform to the non-exclusive jurisdiction of the Courts of such Province.
2. The terms of this agreement are intended by the parties as a final expression of their agreement with respect to its terms and as a complete and exclusive statement of its terms.
DESCRIPTION OF PRODUCTS
3. The Seller undertakes to transfer ownership and deliver possession to the Buyer, and the Buyer shall pay for and accept the products identified in the Purchase Order (the “Products”).
OPERATION OF PRODUCTS
4. The Buyer shall be responsible for the operation of the Products. The Buyer shall operate the Products in a reasonably competent manner and in compliance with the owner’s manual provided by the Seller. The Buyer shall comply with all applicable rules, laws, and regulations in connection with the operation of the Products.
TIME OF DELIVERY
5. The time of delivery is described in the Purchase Order.
PLACE OF DELIVERY
6. The Products shall be delivered to the Buyer or the Buyer’s assignee as designated in the Purchase Order.
TIME OF PAYMENT
7. The Buyer may pay for the Products through PayPal or with major credit cards issued in Canada or the United States of America. Currently, we accept Visa® and MasterCard®.
8. The debit or credit card of the Buyer will be charged before the Products are shipped to the Buyer.
9. The price for the Products is described in the Purchase Order.
10. All sales taxes, tariffs, and other governmental charges shall be paid by the Buyer and are the Buyer’s responsibility except as limited by law.
11. The currency for the Products is that which is stated in the Purchase Order.
RISK OF LOSS
12. The risk of loss from any casualty to the Products, regardless of the cause, will be the responsibility of the Buyer once the Products leaves the storage facility in which the Products were stored.
DISCLAIMER OF WARRANTIES
13. SELLER WARRANTS TO THE ORIGINAL BUYER OF THE PRODUCTS THAT FOR THE WARRANTY PERIOD (AS DEFINED BELOW), THE PRODUCTS WILL BE FREE FROM MATERIAL DEFECTS IN MATERIALS AND WORKMANSHIP. THE FOREGOING WARRANTY IS SUBJECT TO THE PROPER INSTALLATION, OPERATION AND MAINTENANCE OF THE PRODUCTS IN ACCORDANCE WITH INST ALLA TION INSTRUCTIONS CONT AINED IN THE OWNER’S MANUAL SUPPLIED TO THE BUYER. EXCLUDED FROM THE WARRANTY ARE PROBLEMS DUE TO ACCIDENTS, MISUSE, MISAPPLICATION, STORAGE DAMAGE, NEGLIGENCE, OR MODIFICATION TO THE PRODUCTS OR ITS COMPONENTS. WARRANTY CLAIMS MUST BE MADE BY THE BUYER IN WRITING WITHIN THE WARRANTY PERIOD. THE SELLER’S SOLE OBLIGATION UNDER THE FOREGOING WARRANTY IS, AT THE SELLER’S OPTION, TO REPAIR, REPLACE OR CORRECT ANY SUCH DEFECT THAT WAS PRESENT AT THE TIME OF DELIVERY, OR TO REMOVE THE PRODUCTS AND TO REFUND THE PURCHASE PRICE TO THE BUYER. NO OTHER WARRANTY, EXPRESS OR IMPLIED, IS MADE BY THE SELLER, AND NONE SHALL BE IMPUTED OR PRESUMED.
14. The “Warranty Period” begins on the date the Products are delivered and continues for 1 year (365 days).
15. Any repairs under this warranty must be conducted by the Seller or its authorized service representative.
16. The Seller does not authorize any person or party to assume or create for it any other obligation or liability in connection with the Products except as set forth herein.
17. SAVE AND EXCEPT FOR SECTION 13, THE SELLER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION:
a. ANY WARRANTY OF MERCHANTABILITY WITH RESPECT TO THE PRODUCTS, AND THE BUYER AGREES TO ACCEPT THE PRODUCTS WITHOUT ANY WARRANTY OF MERCHANTABILITY; OR
b. ANY WARRANTY OF FITNESS FOR ANY P ARTICULAR PURPOSE WHATSOEVER WITH RESPECT TO THE PRODUCTS.
LIMITATION OF LIABILITY
18. The entire risk as to the results and performance of the Products is assumed by the Buyer. Neither the Seller or its directors, agents, affiliates, employees or representatives shall be liable to the Buyer or any third party for any indirect, special, incidental, punitive, or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, even if the Seller has been advised of the possibility of such damages. THE SELLER WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY THE BUYER’S USE OF THE PRODUCTS, OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER- PROTECTION LAW. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERT AIN W ARRANTIES OR LIMIT A TION OF CERT AIN TYPES OF DAMAGES, SO SOME OF THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU AND NOTHING CONTAINED HEREIN SHOULD BE CONSTRUED AS EXCLUDING OR LIMITING ANY LIABILITY BEYOND WHAT IS PERMITTED UNDER APPLICABLE LAW.
19. The Buyer shall be entitled to a full refund if such a request is made in writing to the Seller within thirty (30) calendar days from the date of the Purchase Order, and provided that the Products have not been used or damaged. The Buyer is responsible for the cost of return of the Products, including transportation and shipping and handling charges.
20. The Seller may, without liability, delay performance or cancel this agreement on account of force majeure events or other circumstances beyond its control, including, but not limited to, strikes, acts of God, political unrest, embargo, failure of source of supply, or casualty.
21. No delay on the part of the Seller in exercising any of its options, powers or rights, or partial or single exercise thereof, shall constitute a waiver thereof. No waiver of any of its rights hereunder, and no modification or amendment of this agreement, shall be deemed to be made by the Seller unless the same shall be in writing, duly signed on behalf of the Seller, and each such waiver, if any, shall apply with respect to the specific instance involved, and shall in no way impair the rights of the Seller in any other respect at any other time.
22. This agreement shall be binding on and inure to the benefit of its parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns when permitted by this agreement.
23. If any section, paragraph or any portion of any section of this agreement is determined to be unenforceable or invalid for any reason whatsoever that unenforceability or invalidity shall not affect the enforceability or validity of the remaining portions of this agreement and such unenforceable or invalid section, paragraph or portion thereof shall be severed from the remainder of this agreement.
24. The terms contained in this agreement shall be binding on the parties upon conduct by the parties signifying consent, including but not limited to the acceptance of the Products under this agreement or payment for those Products.