Acceptance. Seller acknowledges receipt of Buyer’s order and accepts Buyer’s order expressly conditional on Buyer’s assent to the terms and conditions herein contained, whether in addition to or different from those contained in Buyer’s order or any other form or document thereafter or heretofore supplied by Buyer to Seller. Seller’s failure to object to provisions contained in any order or other document from Buyer shall not be construed as an acceptance of any such provision nor as a waiver of these terms and conditions.

 

Orders. All orders are subject to acceptance by Dempsey Corporation. Due to the high cost of processing orders, a minimum order of $200.00 is required

 

Prices. Prices are subject to change without notice. Orders will be invoiced at prices prevailing at time of order. Prices are not guaranteed.

 

Taxes & Freight Charges. In addition to the quoted purchase price, Buyer shall pay to Seller the amount of all governmental taxes, excises, duties and other charges, including shipping and handling of the products, that Seller may be required to pay with respect to the sale and transportation of products delivered hereunder.

 

Terms of Sale. All Dempsey Corporation products are sold FOB Shipping or Delivery Point, as negotiated between Dempsey Corporation and the Applicant. Payment Terms are calculated from the invoice date. A service charge of 1.5% per month will be charged on all past due invoices. This is an annual percentage rate (APR) of 18%. If the applicant fails to abide by the Terms of Sale contained herein, Dempsey Corporation reserves the right to discontinue and eliminate any price discounts or sales incentives offered to or in place with the Applicant, both retroactively and for future sales unless otherwise negotiated by the parties. Deductions from payments for any reason will not be allowed unless Dempsey Corporation has issued a credit memo. All incentives and credits issued by Dempsey Corporation are personal to the account holder and are not transferable or assignable. Dempsey Corporation may refuse to ship any confirmed order in whole or in part and/or to extend any further credit for any reason it deems sufficient, including but not limited to (i) any failure by the Applicant to make payment when due, or (ii) any termination or other event in respect of the security granted hereunder or the guarantee granted in connection herewith which, in the sole discretion of the Dempsey Corporation, is determined to have an adverse effect on the position of Dempsey Corporation.

 

Force Majeure. Seller shall not be liable for failure or delay in shipping goods if such failure or delay is due to any act of God, war, labour difficulties, accident, inability to obtain material or transportation or any other causes of any kind beyond the control of Seller.

 

Warranties. Seller warrants that at the time of delivery the goods supplied will substantially conform in all material respects to Seller’s standard specifications. The foregoing warranty is exclusive and is in lieu of all other warranties (whether written, oral or implied), including any warranties of merchantability or fitness for a particular purpose.

 

Costs and Legal Fees. Applicant will pay such costs, collection agency commissions, expenses and reasonable legal fees (including without limitation, at trial and on appeal) as Dempsey Corporation may incur in any manner of collection of any sums past due.

 

Back Orders. No deductions are allowed for freight or parcel post on back orders. We normally ship the bulk of your order at one time and back ordered merchandise will be shipped as soon as possible thereafter. All back orders are cancelled after two months unless otherwise instructed by the customer. Partial shipments may be made and orders will be considered complete if Dempsey Corporation is unable to deliver the entire order. In such event, the Applicant waives its right to claim a reduction in price or cancellation of sale. Shortages. Dempsey Corporation is not liable or responsible for loss or damage in transit. Shipments should be carefully checked upon delivery for count and condition. Any shortage or evidence of damage must be noted on the carrier’s delivery receipt and reported to the carrier office. Discovery of shortages in unopened product that can be attributed to picking/packaging errors must be reported within ten (10) days of receipt of merchandise.

 

Defective Merchandise. Return of merchandise considered to be defective must be pre-authorized by Dempsey Corporation. All such returns require a return authorization number and must be shipped prepaid to their originating location.

 

Authorized Returns. All returns must be authorized by Dempsey Corporation. Requests of such returns must be made within thirty (30) days of the invoice date. All returns require a return authorization number issued by Dempsey Corporation. All packages returned with no authorization number will be kept with no credit issued. Authorized returns will be assessed a 25% restocking charge and must be shipped to Dempsey Corporation prepaid by the Applicant. An additional charge(s) will be assessed if the product is not in saleable condition (e.g. ripped carton, ripped bag).

 

Restrictions. Applicant will not (a) directly or indirectly sell or offer to sell Dempsey Corporation products to any third party through any broker or agent; or (b) solicit or take orders, or otherwise sell or offer to sell Dempsey Corporation products (i) through the mail, (ii) by catalog, (iii) by telephone, or (iv) through any electronic means, including the world wide web, e-mail, or other internet channels. Violation of these restrictions may result in the immediate termination of Applicant’s account and all of Applicant’s outstanding orders. Unless otherwise agreed to in writing, Dempsey Corporation retains ownership (Security Interest) of all merchandise shipped until paid for in full by the Applicant.

 

Indemnification. Buyer hereby agrees to indemnify and hold seller harmless from and against any and all losses, claims, damages, expenses (including without limitation, attorneys’ fees and court costs), or liabilities arising out of or connected with any development, use, misuse promotion, sale, disposition of the products or their derivatives by Buyer or Buyer’s agents or customers.

 

Confidential Information. Any information furnished to Buyer relating to or as a result of an order of products or services rendered by the seller shall be considered strictly confidential and shall be held in strict confidence by the Buyer. Such information shall not be reproduced, used or disclosed to others by Buyer without Seller’s prior written consent and shall be returned to Seller upon demand.

 

Changes. No change by Buyer of any term or condition of this contract or any of Seller’s rights or remedies hereunder shall be binding on Seller, nor shall any order hereby acknowledged be cancelled or changed by Buyer, unless Seller expressly consents thereto in writing.

 

Severability . If any term or provision of this contract is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

 

Governing Law . This Credit Application and Agreement and any dispute arising from or in relation to this Credit Application and Agreement shall be governed by, interpreted and enforced in accordance with, the law of the province of Ontario and the laws of Canada applicable therein.

 

The Applicant accepts this Credit Application and Agreement be written in the English Language. Le Demandeur desire que la presente demande de credit soit redigee en anglais.

 

Dempsey Corporation ● 47 Davies Avenue ● Toronto, ON M4M 2A9 ● Canada Phone: +1 (416) 461-0844