1. All quotations, whether indicated or not, are valid 30 days unless specified otherwise. All quotations, if not accepted within the validity term shall be subject to rescission by Stock Packaging Canada (« Stock ») at their sole discretion.
2. The quotation, order confirmation or contract set out on the face of this document and including these terms and conditions, is an offer by Stock to sell the products and/or services described herein and is expressly conditional upon the acceptance by the customer to whom the quotation is directed (« the Customer ») of the quotation and these terms and conditions before the expiration date. No additional or different terms or conditions will apply to this sale or be binding upon Stock and Stock objects to any terms or conditions which are in addition to or different from these terms and conditions. Any additional or different terms and conditions contained in any document sent by the Customer to Stock shall be of no effect. By acceptance of any goods or services offered or provided by Stock or hereunder, the Customer specifically waives any terms or conditions additional to or different from these terms and conditions.
3. All prices stated are exclusive of any taxes and fees. Sales of products shall be at the prices stated in the price quotation but are subject to: change without notice at any time before acceptance and formation of a binding agreement between the Customer and Stock, correction of stenographic or clerical errors; for non-delivered goods in case of currency rate changes, price increases from sub-suppliers, material price increases in cost of raw materials, changes in salary rates, government intervention or similar conditions, which increases will be passed on to the Customer when received by Stock. No quotation is assignable by the Customer without Stock’s prior written consent.
4. All graphic art work, textual composition and printing are performed by or for Stock as the agent of the Customer and in connection therewith the Customer assumes all liability for unfair competition or infringement of patents, trademarks or copyrights arising from Stock’s compliance with the Customer’s designs or specifications or instructions. The Customer shall be exclusively responsible for and shall at its expense indemnify and defend Stock against all liability for any and all claims founded upon the legal effect and use of any rendered package, designs, devices or words, including any wording required by any federal, state, provincial or local laws or ordinances, which the Customer may order rendered, incorporated in or imprinted or placed on the goods, notwithstanding that Stock may have been consulted thereon, or performed art work or other special services in connection therewith.
5. All specifications, drawings, designs, data, engineering, test-data, product and component specifications, information, methods, patterns, descriptions, programs, software, ideas and/or inventions made, used, conceived, developed or acquired by Stock incident to its manufacture and delivery to Buyer of products hereunder and all patent, trade-secret, know-how, copyright, or other proprietary rights therein, shall be the exclusive property of Stock and no part of the purchase price hereunder shall be deemed applicable to the foregoing items or have effect on Stock ownership of the foregoing items. Stock reserves the right to make changes to its products without notification if such changes may be made without significantly changing the technical specifications agreed between the Customer and Stock and without significantly changing the product’s form, color or function.
6. By preparing a drawing and agreeing to a specification, Stock, neither explicitly nor implicitly, gives any guarantee that the item is suited to the intended purpose. At all times, it is the Customer’s own responsibility to test the products to determine whether they are suited to the intended purpose and can be used in the Customer’s production process, and thus ensure their suitability.
7. If Stock shall be unable to perform herein, concerning any services, merchandise or equipment, by reason of the occurrence of any contingency beyond its control, or if such performance has been made commercially impracticable for any reason, performance shall be excused and Stock shall not be liable therefore. Contingencies beyond Stock’s control include but are not limited to, technical or commercial reasons arising from a supplier, acts of God, force majeure, fires, floods, wars, civil commotion, sabotage, accidents, labour disputes or shortages, government laws, ordinances, rules and regulations whether valid or invalid including, but not limited to, import or export prohibitions or limitations, priorities, requisitions, allocations and price control restrictions and inability to obtain material, equipment or transportation. If such contingency or commercial impracticability results in curtailment or suspension of Stock’s supply of services, products or equipment, deliveries may at Stock’s option be cancelled or may be allocated among its customers as Stock may deem fair and reasonable. Any lead times provided in the quotation are estimates only and have no binding effect on Stock.
8. Stock retains the right of ownership of any goods, equipment or machinery delivered until full payment has been made with the addition of accrued interest and expenses. In some countries, states or provinces Stock can stipulate an expanded retention of title.
9. Any physical or transit inventory or any stocking agreement between Stock and the Customer, notwithstanding any minimum order quantities, exists on the basis of the Customer’s demand. The Customer assumes all commercial and financial responsibility for any physical or transit inventory as a result of forecasts provided by the Customer to Stock or requested by Stock from the Customer, PO or blanket PO provided by the Customer to Stock or requested by Stock from the Customer. In any event whereby the Customer’s projects are terminated or inventories are no longer required or inventory stocking agreements must be ended or cancelled the Customer is responsible for purchasing or settling any existing physical and transit inventory values and for advising Stock that further inventory is no longer required.
10. For one (1) year from the date of delivery, Stock warrants that the goods sold hereunder will conform to the description herein stated and will be free from defects of material and workmanship. STOCK MAKES NO OTHER WARRANTY OF ANY KIND WITH RESPECT TO THE GOODS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11. The Customer’s receipt of the goods shall be an unqualified acceptance thereof and a waiver of any and all claims with respect thereto unless Stock receives written notice of claim within 30 days after receipt of the goods by the Customer. The Customer assumes all risk and liability for the results obtained by the use of the goods in the manufacturing processes of the Customer or in combination with any other materials. The Customer’s sole and exclusive remedy for any breach of the quotation or these terms and conditions or of any warranty or for any negligence with respect to the goods delivered hereunder shall be limited to an amount equal to the purchase price of such goods; provided however that the Customer shall not be entitled to such remedy unless Stock shall have received written notice of the Customer’s claim within 30 days immediately following the date of delivery of the goods to the Customer.
12. IN NO EVENT SHALL STOCK BE LIABLE FOR ANY TYPE OF SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR PENAL DAMAGES, WHETHER DAMAGES ARISE OUT OF OR ARE AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE; AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING STOCK SHALL NOT BE LIABLE FOR DAMAGES DUE TO LOSS OF PROFITS OR REVENUES, COSTS OF SUBSTITUTE GOODS, FACILITIES DOWN TIME COST, INCREASED LABOR COST OR CLAIMS OF CUSTOMERS, PURCHASERS OR CONTRACTORS FOR SUCH DAMAGES. V-2020.05.01