Menu 0

Terms of service

Questions about the TERMS AND CONDITIONS OF SALE should be sent to us at info@lynnpak.com.

TERMS AND CONDITIONS OF SALE

  1. CONTRACT DEFINED. These Terms and Conditions of Sale (“Terms and Conditions”) together with the accompanying Confirmation or Invoice constitute the Contract (the “Contract”) for the sale of product and/or services (the “Product”) by Seller to Buyer, and Seller rejects any terms of any purchase order or other proposal of Buyer (“Purchase Order”) which differ from the Contract. Buyer may not modify, change, alter, renounce or waive any term, covenant or condition hereof or any of Seller’s rights or remedies hereunder, unless approved in writing by an authorized representative of Seller. The Contract contains the complete and exclusive agreement of Seller and Buyer concerning the Product, and all prior agreements, understandings or representations (oral or written) between the parties concerning the Product are hereby superseded by and merged into the Contract. The sale of Product by Seller to Buyer is expressly conditioned upon Buyer’s acceptance of these Terms and Conditions. Buyer’s assent to these Terms and Conditions will be conclusively presumed by Buyer’s acceptance of Product delivery or payment for Product. Seller, at its option, may accept verbal Purchase Orders, however, Seller’s records as to the terms of such sales, including quantity, price, delivery schedule, description of Product, etc, together with these Terms and Conditions, shall constitute the complete terms of such sale.IF BUYER IS ALSO PARTY TO A WRITTEN CONTRACT WITH SELLER THAT PURPORTS TO CONTAIN ALL THE TERMS OF SALE, THEY ARE NOT ALTERED HEREBY. Buyer may not cancel or modify its Purchase Order except on terms accepted in writing by Seller. In the event of such cancellation or modification, Buyer shall compensate Seller for all resultant costs and damages. All undelivered Product may be cancelled by Seller without incurring any liability to Buyer if production becomes impracticable.
  2. QUANTITY. The quantity of Product to be sold by Seller to Buyer is set forth in the Contract. Without regard to any course of dealing between Seller and Buyer, Seller shall have no continuing obligation to sell Product to Buyer. Buyer agrees to take delivery of all quantity ordered within ninety (90) days of the available ship date. Where appropriate, delivery of a Product quantity that is +/- 10% of the ordered quantity, unless otherwise specified in writing, shall be accepted and treated by both parties as the correct quantity. Payment shall be made on the basis of the actual quantity delivered.
  3. DELIVERIES. Seller will select the origin of shipment and the carrier. Product shall be delivered FOB shipping point, unless otherwise specified by Seller in writing. Buyer will bear the risk of loss of, or damage to, the Product after delivery to the FOB shipping point. Buyer will promptly unload each delivery at its own risk and expense, including any demurrage or detention charges. Delivery dates are estimated only. Seller will make commercially reasonable efforts to meet specified delivery dates, but otherwise will not be responsible for any delivery delays. Seller’s measurements of Product quantity volume shall conclusively determine the obligations of the parties to the Contract. No allowances by Seller shall be made for waste, leakage, loss or damage after loading and delivery of Product to the carrier.
  4. PRICE, PAYMENT TERMS, TAXES AND INTEREST. The price, currency and payment terms for Product will be as determined by Seller and, unless otherwise provided in the Contract, the price is subject to change at any time by Seller upon notice to Buyer. Payment, unless otherwise provided in the Contract, shall be due within thirty (30) days of the delivery of the invoice as defined by postmark or, in the case of invoices delivered electronically, the date -time stamp. Seller may establish a credit limit for Buyer’s account and may refuse to make shipments to Buyer if such shipments would result in Buyer’s account exceeding such credit limit. Seller may increase or decrease such credit limit from time to time in its sole discretion. Seller shall be under no obligation to store Product for Buyer beyond the shipment date if on such date Buyer’s account would exceed its credit limit if shipments were made. Product so affected may, at Seller’s option and after ten (10) days advance written notice to Buyer, be shipped to another customer, or treated by Seller as cancelled, subject to cancellation charges to cover Seller’s costs of such cancellation. Seller may require a deposit or letter of credit before supplying any Product. Payment shall be immediately due and payable if Buyer becomes bankrupt or is deemed to be insolvent at any time by Seller. Any sales, goods and services, value added, use or other excise tax or similar duty or other governmental charge now or hereafter imposed on the Product or on any raw material used in manufacturing the Product (or imposed on Seller, or required to be paid or collected by Seller by reason of the manufacture, transportation, sale or use of such Product or any raw material) will be paid by Buyer in addition to the price of Product. Amounts not paid when due will bear interest at a rate of 1.5% per month (18% per annum) or the maximum legal rate, whichever is less. In the event it becomes necessary for Seller to incur collection costs, or to commence a legal proceeding to collect any amount due, or any portion thereof, Buyer shall pay any and all collection costs, charges and expenses including reasonable legal fees incurred as a result of Buyer’s non -payment.
  5. WARRANTIES. Seller warrants that it has good title to all Product sold hereunder, that all Product meets the specifications designated in the Contract and that all Product is free of third party liens. EXCEPT AS STATED IN THE CONTRACT, SELLER MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING OR RELATING TO THE PRODUCT, AND ANY PRIOR WRITTEN OR ORAL REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PRODUCT ARE HEREBY SUPERCEDED. SELLER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, PERFORMANCE OR QUALITY WITH RESPECT TO THE PRODUCT.
  6. CREDIT MEMOS. Credit memos or other discounts against future purchases issued by Seller in connection with Products returned by Buyer must be used by Buyer within 90 days of issuance by Seller, and unless applied by Buyer against the purchase of additional Products within such 90-day period, shall expire and shall not thereafter be applied toward the purchase of any Product.
  7. FORCE MAJEUR. Neither party will be responsible for any failure to perform or omissions (other than Buyer’s obligation to pay for Product delivered by Seller) or for any loss or damage resulting from or due to unforeseen significant circumstances beyond its reasonable control, including but not limited to acts of God, war, sabotage, riot, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, lock-outs or difficulties in obtaining, from usual sources at prices and on terms deemed reasonable by Seller, any raw materials, labour, fuel, energy source or equipment or the unavailability of transportation. In the event of any such delay, any applicable period of time for action by a party may be deferred for a period of time equal to the time of such delay.
  8. INFRINGEMENT INDEMNIFICATION. If the Product is to be manufactured or there are any processes to be applied to the Product by Seller in accordance with a specification submitted by Buyer, Buyer will indemnify and hold Seller harmless from all losses, damages, costs and expenses incurred by Seller as a result of any claim, action or allegation brought against Seller by an unrelated third party that the Product infringes any patent, copyright, design, trade secret or other proprietary right of any other person which results from Seller’s use of Buyer’s specification. Buyer further agrees to comply fully with any license agreement to which Buyer is a party and which is applicable to the Product and to indemnify and hold Seller harmless from all losses, damages, costs and expenses incurred by Seller as a result of Buyer’s failure to comply fully with such license agreement.
  9. LIABILITIES, CLAIMS AND INDEMNIFICATION. Buyer assumes all risk and responsibility for handling the Product, for results obtained by use of the Product in manufacturing processes or otherwise, and for results obtained by use of the Product in combination with other substances, irrespective of the fact that such use or any handling of the Product is in accordance with any description, advice or suggestion of Seller. Seller will have no liability for, and Buyer will indemnify Seller against, all claims, loss, liability and expense on account of any injury or death of persons, including Buyer’s employees, or damage to property, including Buyer’s property, or economic loss arising out of or relating to the Product. Neither Seller nor Buyer will have any liability to the other for any claim (except for indebtedness of Buyer to Seller) arising out of or in connection with transactions covered by the Contract unless claimant gives the other party notice of the claim, setting forth fully the facts on which it is based within sixty (60) days of the date such facts were discovered or reasonably should have been discovered. Any liability of Seller, whether or not based on negligence, strict liability, or otherwise, will not exceed, under any circumstances, the purchase price of the Product involved in the claim. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SELLER SHALL NOT BE LIABLE FOR LOST PROFITS OR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE CONTRACT, DIRECTLY OR INDIRECTLY OR OTHERWISE, EVEN IF SELLER HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION OR THEORY ASSERTED. IN NO EVENT WILL SELLER’S LIABILITY TO BUYER EXCEED THE AMOUNTS BUYER PAID TO SELLER UNDER THIS CONTRACT. The provisions of this Article 9 will survive termination of the Contract.
  10. REMEDIES. If Buyer fails to pay any amounts owing to Seller (whether or not under the Contract), in addition to any other remedies, Seller may, upon notice to Buyer, suspend any further deliveries to Buyer under any outstanding orders or contracts, change the terms of payment or cancel any contract with Buyer. Buyer’s obligation to perform will not be limited by any previous waiver by Seller. The liability of Seller for any defect in the Product shall be limited to replacing the Product or reimbursing Buyer for the purchase price of the Product, at Seller’s election. Seller’s obligation to replace the Product or reimburse for the purchase price of the Product shall terminate sixty (60) days after delivery of the Product to Buyer.
  11. NOTICES. Notice by either Seller or Buyer will be made in writing, addressed to the other party at its address in the Contract and will be considered given as of the time of official postmark, sent by facsimile (with confirmation of delivery to the other party) or a recognized overnight courier service.
  12. CONFIDENTIALITY AND INTELLECTUAL PROPERTY. Buyer shall not disclose the commercial terms (including, without limitation, term, prices, discounts, rebates, volumes, and delivery term) of the Contract to any third party (except to agents, accountants, attorneys and others working with Buyer with a need to know (collectively, “Representatives”) and who are subject to a similar confidentiality requirement enforceable by Seller). Buyer and its representatives shall keep confidential and not disclose to any third party any information provided to Buyer by Seller or learned by Buyer with respect to Seller in connection with the Contract (including, without limitation Seller’s costs and production processes). Seller does not by entering or performing the Contract transfer, license, or assign to Buyer or any other person or entity any right, title, interest, or license to or in any of its intellectual property, including, without limitation, patents, trade secrets and trademarks; all such rights, title and interests are reserved by Seller. Any and all product developments and improvements made or implemented by Seller shall be the sole and exclusive property of Seller, regardless of Buyer’s participation therein.
  13. COMPETITORS. Nothing contained in this Contract shall be construed as restricting Seller from at any time providing any services or equipment, including without limitation those similar or identical to the Product, to any third party, including without limitation, to competitors of Buyer.
  14. GOVERNING LAW. The rights and liabilities of the parties arising out of or relating to the Contract are governed by the laws of the Province of Ontario and the laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods do not apply to this Contract. Any litigation between the parties will be conducted exclusively in the courts of the Province of Ontario and the parties submit to the exclusive jurisdiction of such courts. The prevailing party in any litigation arising out of or relating to the Contract will be entitled to recover all reasonable legal fees and expenses in connection with any trial, appeal or petition for review. THE PARTIES EXPRESSLY WAIVE TRIAL BY JURY IN ANY SUCH ACTION.
  15. LANGUAGE. The parties hereto acknowledge that they have expressly requested and are satisfied that this agreement be drawn up in English only. Les parties aux presentes ont exige que la presente convention soit redigee en langue anglaise seulement.
  16. Seller does not conduct any independent test of Materials, including all Bio-degradable, Composable, Sustainable related Materials and disclaims any responsibility related to the materials. Seller does not manufacture the Materials; the Materials are purchased from outside, unaffiliated Suppliers that have provided Material Safety Data Sheets or other information on which sales order is wholly based. Aside from the statement above, no warranty, express or implied, including nay warranty of MerchantAbility, Fitness for any purpose, or any other warranty or guarantee is made or implied regarding the materials or the goods or the representations of the suppliers, the results to be obtained from the use of the goods, the safety of the goods, or the hazards connected with the use of the goods. All such warranties are excluded.