General Provisions & Applicability
These General Terms and Conditions of Sale and Supply (“GTC”) are the sole terms which govern and shall apply to all existing and future contracts between Jenrey Ltd. (“Us”, “We”, “the Seller” or “the Supplier”) and individuals and legal entities (“the Buyer”, “Purchaser” or “Customers”) and to quotations, supplies and the performance thereof by us. We shall not be subject to any Purchaser’s terms and conditions of business even if we fail to explicitly reject them. Notwithstanding anything to the contrary, these GTC shall be deemed binding unless a specific contract is in place, valid and mutually signed by both parties. To the extent the terms and conditions of said contract are inconsistent with these GTC, the terms and conditions of said contract will prevail. Issues not specifically covered within such contracts shall be deemed to be in accordance with the GTC.
Quotations and Conclusion of Contract
Purchase Order – Any quotations, price lists, or other indicative pricings distributed by us are not binding offers for sale unless specified to the contrary. Support documentation to quotations (brochures, drawings and information on materials) shall remain in our ownership. Such documentation is subject to copyright and/or other protected rights. Any contract or purchase order shall be deemed accepted and agreed only if confirmed in writing by us or via an email acknowledgement. Particulars of size, weight, performance and description shall be binding only within our normal tolerance and acceptable quality levels. We reserve the right to arrange for the whole or any part of the Contract to be performed by sub-contractors. The Buyer will ensure that the details included in an order are complete and accurate in all respect. Each order placed by the Buyer shall be deemed to be an offer by the Buyer to purchase goods subject to the terms and conditions contained in the GTC. No cancellation by the Buyer of any order or part thereof is permitted except where expressly agreed by the Seller in writing. If the Seller agrees to the cancellation of an order (or part thereof), the Buyer will indemnify the Seller fully against all losses, costs, claims and expenses already incurred, whether contractual or not.
Prices and Payment Conditions – Unless otherwise specified in writing by us the prices shall be in the Ex Works USD price from Jenrey Ltd. (Burlington, ON), exclusive of (i) costs of carriage, (ii) VAT and (ii) any applicable sales tax, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed any governmental authority on any amounts payable by the Buyer (“Taxes”). Applicable VAT and Taxes shall subsequently be included in our invoice. If conditions that may affect the price have occurred (e.g. a substantial increase in the amount of customs duty, energy cost, personnel costs, etc.) Unless stipulated otherwise in writing, our invoices shall be due upon the date of invoice or collection of the goods without any deductions, irrespective of the actual receipt date of the goods. The Purchaser is not allowed to offset any potential claims nor has any right of retention. Existing guarantee claims shall not affect the maturity of our receivables. Costs related to enforcement, bank interests and expenses shall be borne by the Purchaser. If the Purchaser defaults on the performance of part of its obligations, we are entitled to declare all our receivables immediately due and, for the sake of security of our receivables, the Purchaser is obliged, should we so instruct, to return all goods supplied by us that the Seller has legal title over. In the event of late payment, we are entitled to charge a default interest at a rate of 8%.
Delivery Dates – Delivery dates and terms shall always be indicative only, however, we shall use commercially reasonable efforts to comply with same. The Seller shall not be liable for any delays, loss or damage in transit. The agreed delivery period shall commence on the day a written order is approved by the Purchaser and us with deposit funds received. The order shall be acknowledged by the notification on readiness to dispatch. A delivery period shall be extended, notwithstanding our rights arising out of the Purchaser’s default, by a period during which the Purchaser is in default on the discharge of its obligations vis-à-vis our party under this, or any other, agreement. The Purchaser may request from us written notification whether or not we are able to fulfil the delivery within the reasonable period of time.
Force Majeure – The Seller is not liable for failure to fulfil its obligations for any accepted order or for delays in delivery due to causes beyond the Seller’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of product, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labour, materials or products through its regular sources, which shall be considered as an event of force majeure excusing the Seller from performance and barring remedies for non-performance. In an event of force majeure condition, the Seller’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting the Seller to any liability or penalty.
Limitation of liability – in no event shall the Seller be liable for any consequential, indirect, incidental, special, exemplary, or punitive damages, lost profits or revenues or diminution in value, arising out of or relating to any breach of these terms, whether or not the possibility of such damages has been disclosed in advance by the Buyer or could have been reasonably foreseen by the Buyer, regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose. In no event shall the Seller’s aggregate liability arising out of or related to these GTC, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the amounts paid to the Seller for the goods sold hereunder
Warranty – Jenrey Ltd. warrants to purchaser that all goods supplied hereunder, which are manufactured by Jenrey Ltd., will be free from defect in material or workmanship for a period of one (1) year from the delivery date unless a different period is set forth in the body of the proposal in which these terms are incorporated. Should any defect appear during the warranty period, Jenrey shall, if given prompt notice by purchaser, correct nonconformity by, in Jenrey’s sole discretion, either (i) repair at the job site, (includes parts and labor only, travel and living expenses are not included), or (ii) repair or replacement of the non-conforming goods F.O.B Jenrey designated repair facility.
Venue and Applicable Law – Any dispute arising out of or in connection with these GTC shall be subject to the exclusive jurisdiction of the courts in Ontario, Canada and shall be governed by and construed in accordance with the laws of Ontario, Canada.
Industrial & Intellectual Property Rights – The Supplier’s products are legally protected by registered trademarks and industrial designs with authority throughout North America and other nominated areas. The sale of products does not infer or transfer any rights to the Purchaser of registered trademarks, industry designs or manufacturing know-how associated with the product and its manufacture. Production, import or sale of forged or counterfeit products or their parts will be deemed to represent a violation of intellectual property rights, in which case all legal means at our disposal will be used to protect them and legal sanctions will be applied. Should damage be caused by this procedure, the Purchaser agrees to indemnify the Supplier against all direct and indirect costs incurred, including for the avoidance of doubt consequential losses.
Confidential Information – All non-public, confidential or proprietary information of the Seller, including, but not limited to, specifications, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by the Seller to the Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by the Seller in writing. Upon the Seller’s request, the Buyer shall promptly return all documents and other materials received from the Seller. The Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Buyer at the time of disclosure; or (c) rightfully obtained by the Seller on a non-confidential basis from a third party.
Infringement of Third Party Rights – The Buyer shall indemnify the Supplier against any loss, liability, cost, claim, damage or expense which the Supplier may incur as a result of any claim by any third party that the compliance by the Supplier with any requirements or specifications provided by or on behalf of the Buyer infringe the intellectual property rights or any other rights of any third party. The Buyer shall notify the Supplier immediately of any actual or threatened claim or action alleging infringement of any rights of any third party. The Supplier shall have control over and shall conduct any such proceeding in such manner as it shall determine. The Purchaser shall provide all reasonable assistance as the Supplier may request. The cost of such proceedings shall be borne by the Buyer where the actions of the Buyer have led to the alleged infringement of the relevant third party’s rights.
Waiver – The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of its right to enforce such provision or any other provision of this Agreement.
Compliance with Law – The Buyer shall comply with all applicable laws, regulations and ordinances. The Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. The Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by the Buyer.
Assignment – On the basis of a prior written agreement, the Purchaser may assign rights, vis-à-vis us, to third parties. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Purchaser of any of its obligations under this Agreement.
Relationship of the Parties – The relationship between the parties is that of independent contractors. Nothing contained in these GTC shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
No Third-Party Beneficiaries – The GTC is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these terms.
Amendment and Modification – These GTC may only be amended or modified in a writing, which specifically states that it amends these GTC and is signed by an authorized representative of each party.
Final Provision – If any provision of these terms and conditions of sale and supply is ineffective, such ineffectiveness shall not affect the validity of the remaining provisions. The entirely or partially effective provision shall be replaced by a provision acceptable to the parties involved that, to the maximum extent possible, carries out the original intent of the provision, or a part thereof.
Jenrey Ltd.
13-1150 Northside Road
Burlington, ON, L7M 1W8, Canada
+1-416-845-4640
