These Terms and conditions of purchase (as defined herein) apply as of the Effective Date (as defined herein) to any Order (as defined herein) placed by LES EMBALLAGES CARROUSEL INC. (« CARROUSEL ») with the Supplier (as defined herein). In case of contradiction between the terms of these Terms and conditions of purchase and those contained in any Order, the terms contained in the Order shall prevail. CARROUSEL and the Supplier are hereinafter referred to individually as a “Party” and collectively as the “Parties”.
1. DEFINITIONS
“Supplier” means the person identified as such in any Order.
“Effective Date” means the date of the Supplier’s acceptance of the first Order placed by CARROUSEL with the Supplier.
“Information Documents” means, as the case may be, information leaflets, product technical data sheets, product safety data sheets, and/or user guides.
“Order” means any Order placed by CARROUSEL with the Supplier to which these Terms and conditions of purchase apply.
“Products” means the products provided to CARROUSEL by the Supplier in connection with any Order.
“Terms and conditions of purchase” collectively means these general terms and conditions of purchase, as amended from time to time by the Parties as provided herein.
2. SCOPE
These Terms and conditions of purchase contain the contractual terms governing the sale and purchase of the Products. By accepting the Order, the Supplier acknowledges having read and understood these Terms and conditions of purchase and agree to abide by and comply with its provisions.
3. PAYMENTS
CARROUSEL agree to pay to the Supplier the price indicated in any Order, together with all applicable taxes according to the payment terms specified in the Order.
4. DELIVERY, RISK AND OWNERSHIP
4.1. The delivery and risks of loss of the Products are the responsibility of CARROUSEL or the Supplier, as specified in each Order.
4.2. The Products become the property of CARROUSEL when it takes possession and control of the Products on each delivery.
5. WARRANTY
The Supplier warrants that the Products comply with all applicable Federal, and Provincial laws and regulations, that they are marketable, of good quality and free from any apparent or latent material or manufacture defect.
6. INDEMNIFICATION
The Supplier agrees to indemnify CARROUSEL from any claim or lawsuit by a third party relating to the resale of the Products by CARROUSEL, including in case of non-compliance with applicable laws or defect of the Products and agree to hold CARROUSEL harmless from any such claim or lawsuit.
7. LOGISTIC GUIDELINE
The Supplier will comply with the terms and conditions if the Logistique Guideline related to the supply by suppliers in force at the time of any Order, as such guideline may be modified from time to time by CARROUSEL.
8. INFORMATION DOCUMENTS
Schedule A, attached hereto, contains the specific terms, conditions, and obligations of the Supplier, where applicable, relating to the Information Documents.
9. RETURN
CARROUSEL may return any Product in good condition and in its original packaging within one hundred and twenty (120) days of delivery, at CARROUSEL’s cost.
10. CANCELLATION
CARROUSEL may cancel any Order before delivery by transmitting a written notice to the Supplier.
11. GENERAL PROVISIONS
11.1. Entire Agreement. No declarations, representations, promises or conditions not included in these Terms and conditions of purchase or in any Order shall be admitted so as to contradict, modify or affect the provisions of these Terms and conditions of purchase and of any Order.
11.2. Scope. These Terms and conditions of purchase shall be binding upon and shall inure to the benefit of the Parties hereto, their successors and permitted assigns.
11.3. Governing Law. These Terms and conditions of purchase and those contained in any Order shall be governed and interpreted in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein and the Parties consent to and attorn to the exclusive jurisdiction of the courts of the province of Quebec, judicial district of Montreal, for all disputes or disagreements arising pursuant to this Agreement.
SCHEDULE A: SPECIFIC TERMS AND CONDITIONS, AND OBLIGATIONS OF THE SUPPLIER
The terms defined below have the same definitions as those set out in the TERMS AND CONDITIONS OF PURCHASE.
These Special Conditions apply as of the Effective Date to any Order placed by Carrousel with the Supplier.
In the event of a conflict between the terms of these Special Conditions and any other terms contained in the Terms and conditions of purchase or any Order, the terms contained in the Order shall prevail.
SUPPLIER REPRESENTATIONS AND UNDERTAKINGS :
1. The Supplier confirms and acknowledges having provided Carrousel with all relevant Information Documents and details related to the Products ordered.
2. Upon request by Carrousel and within the timeframe specified by the latter, the Supplier agrees to review and approve in writing the content of any Information Document related to the Products ordered by Carrousel from the Supplier.
3. The Supplier shall indemnify and hold Carrousel harmless from any claim or damage caused by any erroneous information contained in the Information Documents verified by the Supplier.