Terms and Conditions of Sale

TERMS OF SALE                                                                                                                                                                                       

Sæplast Americas Inc. (“Sæplast”) is the manufacturer of goods, certain of which you, the customer, wish to purchase (the products to be purchased by you from time to time being called “Purchased Products”). The purchase of Purchased Products by the customer or any related or associated entity of the customer (customer as used in this document includes such other entities), whether now or at any time in the future, shall be governed by the following terms, except to the extent these standard terms are changed by Saeplast in writing in the future and you are notified of such change or except to the extent that an authorized officer of Saeplast explicitly agrees in writing to amend any of these terms (provided that no such amendment shall be effective unless such written agreement refers explicitly to the terms hereof that are being changed):

1. Application of These Terms. These terms shall apply to all current and future sales of Purchased Products to the customer. 

2. Price, Title Passing, etc. If the price has not otherwise been agreed to by Saeplast and customer in writing, the price to be paid by customer for the Purchased Products shall be the price set by Saeplast for such Purchased Products applicable for deliveries at the time the ordered products are to be delivered. Prices may be changed at any time at the sole discretion of Saeplast, but such changes will not apply to orders previously accepted by Saeplast that were for immediate delivery. All prices are EXW Saeplast’ manufacturing facility in Saint John, New Brunswick unless Saeplast otherwise advises in writing. Title to the goods shall only pass to customer upon receipt by Saeplast of payment of the full purchase price. Customer shall bear all costs, insurance premiums, freight and all other charges or expenses incurred after Saeplast has placed the Purchased Products in the custody of a carrier for shipment to the customer, unless otherwise agreed in writing. Saeplast’ payment of any freight costs shall not otherwise modify the allocation of risk with respect to the Purchased Products, which risk shall rest with the customer following Saeplast’ delivery of such goods to a carrier. In the event Purchased Products are received by customer before Saeplast has received full payment for the same, customer shall, on request by Saeplast from time to time, provide information with respect to the whereabouts of such Purchased Products. Customer agrees that Saeplast, or any representatives of Saeplast, may enter on any property owned or used by customer, for retrieving any such Purchased Product which was part of an order for which payment was not received in full by Saeplast. Customer shall, in addition to the purchase price, pay to Saeplast all applicable taxes and duties required to be collected by Saeplast.

3. Payments. Unless otherwise agreed in writing by an authorized representative of Saeplast, customer shall pay to Saeplast, prior to the shipment of the ordered Purchased Products, the full amount of the purchase price of such ordered products; payment shall be in United States Dollar funds, unless otherwise advised by Saeplast. All payment terms and conditions are subject to change by Saeplast upon written notice to customer.

4. Shipping. Subject to the terms of this agreement and payment in advanced being received as required, Saeplast shall supply the Purchased Products ordered by customer promptly insofar as physically and practically possible and consistent with Saeplast’ production and shipping schedules. Customer expressly releases Saeplast from liability for any loss or damage arising from the failure of Saeplast to fill any orders of customer or failing to do so on a timely basis. 

5. Evidence of Product Condition/Shipment Accuracy. Within three (3) business days following the date of receipt by customer, customer shall inspect the Purchased Products received by it, or others for it, and shall immediately notify Saeplast in writing of any defects, missing parts or units, and/or incorrect shipments. Failure by customer to notify Saeplast in writing of any defects or incorrect shipments within the time noted above shall be conclusive proof that customer has received the Purchased Products without defects or inaccuracies. Customer shall make no claim against Saeplast for any damage to the Purchased Products unless caused by the negligence of Saeplast and shall make no returns without the written consent of Saeplast; any such permitted returns shall be freight pre-paid by customer and shall be subject to a 20% restocking charge.

6. Warranty/Disclaimer of Warranty. Saeplast warrants for a period of one (1) year from the date of shipment of Purchased Products, that the Purchased Products have been constructed in a good and workmanlike manner. This warranty is void if Saeplast is not notified immediately after any defect in workmanship or material has been discovered by the customer or if the applicable product has been repaired, or attempted to be repaired, by anyone other than Saeplast. This warranty, with respect to the purchased products, is exclusive to you, Saeplast’s customer, and is in lieu of all other warranties. customer hereby waives, releases, and renounces all rights, claims, and remedies against Saeplast, and all other claims against Saeplast, express or implied, arising by law or otherwise with respect to the purchased products, including, but not limited to: 1. any implied warranty of merchantability and fitness (there being no representation and warranty with respect to the merchantability or fitness for purpose of the purchased products, except to the extent Saeplast otherwise explicitly agrees in writing); 2. any implied warranty arising from course of performance, course of dealing or usage or trade; and 3. any direct, incidental or consequential damages.

7. Confidential Information. Any confidential information disclosed by Saeplast to customer, or in any way related to the Purchased Products or other products of Saeplast, shall be held in strict confidence and shall not be disclosed to any other party whatsoever. Confidential information shall be all information not available to the public, and shall include, but not be limited to: proprietary technical data, trade secrets, manufacturing processes, know-how, financial data, environmental analyses, forecasts, plans, customer lists, dealer lists, pricing and the like. In addition, customer shall not engage in any reverse engineering to obtain such confidential information. This obligation of confidentiality shall survive beyond the period during which customer purchases product from Saeplast and shall be enforceable for so long as said confidential information is not available to the public.

8. Law. This agreement shall be governed by, construed, and enforced in accordance with the laws of the Province of New Brunswick and the laws of Canada applicable therein. Unless otherwise agreed by Saeplast, all legal action relating to or arising from or relating to this agreement must be brought in the Court of Queen’s Bench of New Brunswick. 

9. Force Majeure. Any delay or failure of Saeplast to perform its obligations, other than any obligation to make any payment, shall be excused if, and to the extent, that the delay or failure is caused or contributed to by an event or occurrence beyond the reasonable control of Saeplast, such as, by way of example and not by way of limitation, acts of God, fires, floods, wind storms, explosions, riots, natural disasters, wars, sabotage, labour problems (including lock-outs, strikes and slow- downs), inability to obtain power, material, labour, equipment or transportation, or court injunction or order.

10. Limitation of Liability. Any liability Saeplast may have to customer or others arising out of or relating to the supply of Purchased Product is limited to the purchase price received by Saeplast from customer with respect to the applicable Purchased Product. Further, in no event shall Saeplast be liable to customer or others for any indirect, special, consequential, punitive or exemplary damages or expenses, including, without limitation, loss of revenue or profit and/or loss of business opportunities resulting from, arising out of, or relating to the supply of products by Saeplast.

11. Indemnification. Customer shall indemnify and hold Saeplast (including its employees) harmless from any claims, demands, losses, costs, damages, actions, suits or proceeding arising out of or related to the use of any Purchased Products by customer, except to the extent the same was caused or contributed to by Saeplast’ negligence.

12. No Re-Selling. Customer shall not re-sell the Purchased Products except with the prior written approval of Saeplast.

13. Exclusive Terms of Sale. Except to the extent the same are otherwise agreed to in writing by an authorized representative of Saeplast, and except as may be otherwise provided by applicable law, no other terms and conditions shall apply to the supply and purchase of products by Saeplast to customer, including any terms and/or conditions set out in any purchase order or other documentation provided by customer with respect to the purchase and sale of Purchased Products. These terms replace all terms and conditions which may have been previously supplied to you, the customer, with respect to the purchase of any products sold by Saeplast.

14. Deemed Acceptance of Terms. Customer’s placement of any order for products from Saeplast shall be deemed as conclusive evidence of its accepting that such purchase and sale shall be subject to the terms of this document.