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These General Terms and Conditions of Sale (“Terms”) apply to all contracts for the purchase and sale of products and/or related services (the “Products”) between Seller and Buyer and amendments thereto (each, a “Contract”). TERMS SET FORTH IN ANY PURCHASE ORDER OR OTHER BUYER-GENERATED DOCUMENT WHICH ARE INCONSISTENT WITH, OR IN ADDITION TO, THE TERMS AND CONDITIONS SET FORTH HEREIN ARE EXPRESSLY REJECTED BY THE SELLER AND ARE NOT BINDING ON THE SELLER. Any additional conditions or specifications applying to the Contract must be stated in a writing issued by Seller or signed by Seller. No modifications or amendments of the Contract shall be binding on either party unless in writing and signed by the party to be charged. Seller may change these Terms from time to time, which change shall become effective and apply to future Contracts upon the posting of the changes to https://gmcan.ca/terms-conditions/ (“Seller’s Website”) The Contract contains the entire agreement between the Parties. No course of performance or conduct by Seller shall be construed to waive, modify or otherwise adversely affect Seller’s rights. The term “Party” shall denote a Party to the Contract, either Buyer or Seller, collectively “Parties.”
The Contract is based upon the present government tariffs, duties, assessments and other levies now existing, and any increase therein whether caused by change in duty classification, valuation or otherwise, or any other government tariff, duty, surcharge, border tax, assessment, quota or other levy that may hereafter be imposed upon the Products shall be added to and become part of the Contract price and paid by Buyer. Should any such levies be reduced, then Buyer shall have the benefit of such reduction to the extent that the same affects the Products remaining to be delivered and paid for after such reduction occurs. All the above provisions shall apply not only to such levies as are imposed by Canada and/or the United States, but also to such as are imposed by any province, country, any state, county, municipality, or other political subdivision, or other province or public authority. Buyer shall pay all sales, VAT and similar taxes.
THE SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCT NOT MANUFACTURED BY IT. The Seller will give reasonable assistance to the Buyer in obtaining from the respective manufacturer whatever adjustment is reasonable in light of the manufacturer’s own warranty. The Seller shall be released from any and all obligations under any warranty, either express or implied, if any Seller manufactured Product covered hereby is repaired or modified by persons other than its own authorized personnel, unless such repair by others is made with the prior written authorization of the Seller.
THE SELLER MAKES NO WARRANTIES WITH RESPECT TO ANY PRODUCT SOLD HEREBY, WHETHER OR NOT MANUFACTURED BY IT, WHICH EXTEND BEYOND THE DESCRIPTION ON THE SELLER’S SALES CONFIRMATION OR OTHER ACKNOWLEDGMENT WITH RESPECT TO THE PRODUCTS COVERED HEREBY. THERE ARE NO WARRANTIES OR REPRESENTATIONS OTHER THAN AS EXPRESSLY AND SPECIFICALLY PROVIDED HEREIN. SELLER DISCLAIMS THE IMPLIED WARRANTIES WITH RESPECT TO MERCHANTABILITY OR THE FITNESS OF ANY PRODUCT SOLD HEREBY FOR ANY PARTICULAR PURPOSE OR USE UNLESS SUCH A WARRANTY IS SET FORTH IN A WRITING ISSUED BY SELLER OR SIGNED BY SELLER.
If any shipment or delivery of Products (and/or provision of services) shall be delayed through any act or neglect of the carrier or any other person, including but not limited to subcontractors and suppliers, or by any embargo, hostilities, war, civil disturbance, strike, fire, accident, epidemic, pandemic, government restriction, seizure or requisition, force majeure, or by reason of any other cause whatsoever, whether domestic or foreign, whether direct or indirect, whether similar or dissimilar to any of the foregoing beyond the reasonable control of Seller, Seller shall not be responsible therefor, and shipment and/or delivery (or provision of services) may be postponed or cancelled by Seller at its option without liability hereunder. The imposition (or announcement of a potential future imposition) of a new quota or new or higher import tax, tariff, tariff-rate quota, duty or any other surcharge applicable to the Products (a “Charge”) or a temporary or permanent measure by the federal or any provincial government of Canada (or if Canada is not the place of destination then the national, state, provincial, or local government of the place of destination), whether promulgated by legislation, policy or other means, which results in: (a) an increase to Seller in the cost of supply; or (b) any limitation or restriction on Seller’s ability to secure supply, after the acceptance of Buyer’s order (each, an “Order”) , shall, at Seller’s option, be deemed a Force Majeure Event. Seller shall notify Buyer of its intention to exercise the option and cancel the Order without penalty within ten (10) business days of the Charge or measure. Buyer may elect to pay the Charge, or accept, for Buyer’s account, any costs, additional taxes, limitations or restrictions imposed on Seller and proceed with the Order by notice to Seller no later than five (5) business days after Seller’s notice of cancellation. All such notices shall be given by electronic mail, with a confirmation copy by regular mail. Seller shall equitably apportion any Products subject to a quota, tariff-rate quota, or similar restriction among its customers.
If in Seller’s sole judgment during the term of the Contract the financial responsibility of Buyer shall become impaired or unsatisfactory to Seller, then such terms of payment and such security for payment as shall be satisfactory to Seller may be demanded by Seller and shall be complied with and/or furnished by Buyer. In the event Seller, for any of the reasons aforesaid, requires payment in cash on or before delivery or otherwise alters the terms of payment, Buyer shall not thereby be relieved from the obligation to carry out the balance of the Contract, which obligation is expressly assumed by Buyer. At the time of shipment of any Products pursuant to this invoice, the Buyer represents and warrants that it has sufficient funds to pay for the Products shipped. If any check, draft or other negotiable instrument tendered by the Buyer to the Seller is not negotiated upon presentation to the Buyer’s bank then any notice of such non-negotiation shall be effective as against Buyer upon actual receipt thereof by Seller. All sums due Seller which are paid after the date due shall be subject to an interest rate of eighteen percent (18%) per annum, or the maximum legal rate, whichever is less. Buyer shall be liable for all costs of collection, including, but not limited to, the Seller’s reasonable attorneys’ fees, court costs and disbursements.
It is understood that the price of any Product ordered under the Contract which is procured or manufactured by Seller from sources in a country other than the country of delivery (the “Source Country”) is predicated on the rate of exchange in force at the time of the placing of the Order, or the time of the acceptance of the Order, at Seller’s choice. In the event that prior to the delivery of any such Product to the Buyer the rate of exchange between the currency in which the price of the Products is quoted and the currency of the Source Country should vary due to an increase in the value of the currency of the Source Country, the price of the Products may, at Seller’s option, be increased accordingly to compensate for such variation in the rate of exchange.
Orders are binding and may not be cancelled or modified without Seller’s written consent.
The Buyer further agrees to obtain, at its own cost and expense, insurance against all liability arising from any of its acts or omissions under the Contract, including general liability, products liability, completed operations liability and contractual indemnity, naming itself and the Seller insured as their interests may appear, in the amount of one million dollars ($1,000,000) per occurrence and five million dollars ($5,000,000) aggregated annual limit.
Buyer and Seller hereby agree to comply fully with all applicable economic sanctions and export control laws and regulations, including, without limitation: 1) those regulations maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”); 2) the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”); 3) the International Traffic in Arms Regulations (“ITAR”); 4) the Export Administration Regulations (“EAR”); and 5) regulations maintained by the Export and Import and Controls Bureau (EICB) under the Export and Import Permits Act of Canada, the Export Controls List and the Area Control List. Without limiting the generality of the foregoing, neither party shall directly or indirectly sell, provide, export, re-export, transfer, divert, loan, lease, consign or otherwise dispose of any equipment, product, services, software, source code, technical data, or technology received under the Contract to any person, entity or destination, or for any activity or use restricted by the laws or regulations of Canada, the United States or any other applicable jurisdiction without obtaining all required governmental authorizations. Buyer agrees that no technical data, information or other items subject to ITAR provided by Seller in connection with this Purchase Order shall be shared with a non-U.S. person without the express written authorization of Seller and Buyer’s obtaining of the appropriate export license, technical assistance agreement or other requisite authorization for ITAR-controlled technical data or items. Notwithstanding any other portion of the Contract neither Buyer nor Seller shall be required to take (or refrain from taking) any action prohibited or penalized under the laws of Canada, the United States or any applicable foreign jurisdiction, including, without limitation, the United States anti-boycott laws administered by BIS and the U.S. Treasury Department’s Internal Revenue Service. Any performance obligation arising under the Contract is contingent upon the prior receipt of all necessary governmental authorizations and Seller shall not be liable for any breach, non-performance or delay in performance related to the failure to obtain any such authorization. Buyer’s breach of this clause shall constitute cause for the immediate termination of the Contract. Buyer agrees to indemnify and hold harmless Seller for losses due to Buyer’s non-compliance with this provision. This provision shall survive termination of the Contract.
Each Party shall: 1) keep and maintain the other Party’s information in such a manner and using such a degree of care as is appropriate to avoid unauthorized access, use or disclosure; 2) implement administrative, physical and technical safeguards to protect its electronic information technology systems (“IT Systems”) that are no less rigorous than accepted industry practices and shall ensure that all such safeguards, including the manner in which information is collected, accessed, used, stored, processed, disposed of and disclosed, comply with applicable data protection and privacy laws; and 3) limit access to the other Party’s identifiers, such as its employer identification number, banking information and account numbers to personnel with a need to know such information.
Seller has implemented an environmental management system certified under ISO 14001. Seller is committed in its efforts toward ensuring that it and its Subcontractors comply with recognized national and international environmental standards in manufacturing Products for sale to Buyer. Seller has provided Buyer with copies of Seller’s Environmental Commitment which includes, among other things, Seller’s environmental sustainability practices, and Seller’s Biodiversity Guidelines. Seller disclaims any obligation to comply with any environmental standards set forth by Buyer, unless explicitly accepted in writing by Seller.
