Conditions d’utilisation

TERMS AND CONDITIONS OF SALE
READ THESE TERMS AND CONDITIONS CAREFULLY
1. Acceptance of Terms and Conditions - These terms and conditions (the "Agreement") apply to all sales of products and services (the "Goods") by BWI-ACME Enterprises
Ltd. (the “Seller”), a Canadian Controlled Private Corporation registered in Calgary, Alberta, Canada, with its registered office at 3110 - 80th Ave SE, Calgary, Alberta, to the
customer (the “Buyer”). By placing an order with the Seller, the Buyer agrees to be bound by these terms and conditions.
2. Price - Prices are as stated on a formal quotation. All prices may be exclusive of applicable taxes, shipping, import duties, and handling charges. Prices are subject to
change without notice. The Seller reserves the right to sell Goods in United States Dollars.
3. Payment - Payment is due in full at the time of order unless credit terms have been agreed upon in writing by both parties. The Seller reserves the right to request a deposit
for any reason, such as for custom or printed products.
4. Overdue Accounts - Interest of 2% per month (24% per annum) shall be charged on all overdue accounts. The Seller reserves the right to change credit limits at any time
without notice as a result of payment delinquencies.
5. Delivery and Inspection - Delivery dates are estimates and not guaranteed. The Seller is not liable for any delays in delivery. Once manufactured, the Seller shall ship the
Goods to the Buyer and send the Buyer the invoice. The Buyer is responsible for carefully inspecting the Goods upon receipt and must report any damages or discrepancies to
the Seller within thirty (30) days.
6. Force Majeure - The Seller shall not be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is due to
circumstances beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, labor disputes, strikes, lockouts, fire, weather, shortages of or inability to
obtain shipping space, transportation delays, government restrictions, or any other cause beyond the reasonable control of the Seller.
7. Return of Goods - The Seller reserves the right to refuse to accept any product returned without its express authority in writing. Returns shall be shipped prepaid freight to
the Seller within thirty (30) days of the original purchase date. The Goods accepted for return will be subject to a 25% restocking fee of the original invoice value, along with any
charges necessary to return the Goods to the condition in which they were sold to the Buyer. The return of Goods is not applicable to custom products, printed products,
non-stock products, services, or products for which the Buyer failed to purchase the correct item. If a refund is granted to the Buyer, it will be issued in the Seller’s chosen
currency and distribution method, at the Seller’s discretion.
8. Claims for Shortages - Claims for shortages, subtractions, or inadequacies in the Goods must be promptly presented to the Seller in writing with full details within thirty (30)
days after receipt of shipment. Claims made outside of the thirty (30) day period will not be allowed. All claims presented within the aforementioned thirty (30) day period will be
reasonably considered by the Seller, who will provide the Buyer with its assessment and proposed solution, in its sole discretion, in accordance with the terms of this
Agreement. Goods that are potentially subject to claim must be retained, in original condition and quantity, for possible physical verification and inspection by the Seller.
9. Quantity - Final shipping quantities may vary by ±5% (plus or minus 5%). The Buyer agrees to accept the final quantity shipped with such variance at the original selling
price.
10. Title - Title to the product and the risk of loss or damage to the product shall pass from the Seller to the Buyer upon the product leaving the Seller’s warehouse.
11. Limited Warranty & Limitations - The Limited Warranty provided by the Seller for the Goods extends to the original Buyer and covers defects in materials and
workmanship for a duration of ninety (90) days from the date of purchase. Buyers must initiate claims by contacting the Seller within thirty (30) days of detecting the defect,
providing proof of purchase, and, if required, returning the defective Goods at their expense. Exclusions from coverage include damages resulting from misuse, abuse,
negligence, unauthorized modifications, accidents, normal wear and tear, improperly maintained equipment, equipment operator error, or failure to adhere to care instructions.
The Seller, at its discretion, may either repair or replace defective parts or the Goods during the Warranty period. The Warranty is non-transferable, and the Seller's liability is
limited to the purchase price of the Goods. The Seller reserves the right to modify or terminate the Limited Warranty at any time, without notice. If any provision is deemed
unenforceable, it will not affect the remaining terms. As the use and handling of the Goods may vary and are beyond the Seller’s control, the Seller is not responsible or liable
for the performance of any product. Replacement of materials made necessary by causes other than manufacturer’s defects are not covered by this limited warranty, nor are
labor, installation, equipment downtime, lost sales, or other charges. Unless expressly agreed in writing, the Seller does not give any warranty, whether express, implied,
statutory, or otherwise, that the product is suitable for packaging any particular goods, products, materials, waste, or substance. The Seller is not liable for any indirect,
incidental, special, or consequential damages arising out of or in connection with the sale of the Goods.
12. Governing Law & Dispute - This Agreement is governed by and construed in accordance with the laws of Alberta, Canada. In the event of a dispute arising out of this
Agreement, the Buyer and the Seller agree that the dispute shall be resolved first by negotiations between the parties, acting in good faith. If a dispute is not resolved during
negotiation, then it shall be resolved through arbitration in accordance with the provisions of the Arbitration Act of Alberta.
13. Proper Handling, Storage, & Appropriate Treatment - In order to return Goods or make a warranty claim, the Buyer must prove that they have handled, stored, filled, and
transported the product in a manner that does not negatively affect the performance of the Goods. Storage and handling methods must align with FIBC Safe Handling
Guidelines provided by the Flexible Intermediate Bulk Container Association (FIBCA). If FIBC Safe Handling Guidelines are not relevant to the particular product, then storage
and handling must comply with guidelines generally accepted in the marketplace, such as protecting Goods from inclement weather and UV rays while not in use. Storage and
handling methods must also be sufficient to maintain the usefulness, appearance, and longevity of the product at the time of delivery and shall comply with product handling
guidelines generally accepted in the marketplace.
14. Suitability of Materials - The Buyer acknowledges that they have had the opportunity to obtain product specifications, quotes, and, in some cases, samples of the product.
Although the Seller may offer suggestions on the use of the product in its sales literature, through its sales force, and otherwise, the Buyer shall conduct its own investigations
into the product and product specifications and their suitability for its intended use. The Seller agrees to provide a product that is consistent with any specifications set out in the
Agreement but does not warrant that the product is of merchantable quality or suitable for the intended use by the Buyer.
15. Confidentiality - In the absence of a written confidentiality Agreement, the Buyer agrees that the Seller assumes no obligation to protect the Buyer's designs, trademarks,
copyright, or other intellectual property. Nothing the Seller does with the Buyer's designs, trademarks, copyright, or other intellectual property imposes any duty on the Seller
regarding the Buyer's property in such designs, trademarks, copyright, and other intellectual property.
16. Return of Design Information - Any design drawings or specifications prepared by the Seller for the Buyer shall remain the property of the Seller and shall be returned to
the Seller immediately upon request, unless otherwise agreed upon in writing. The Seller reserves the right to protect its drawings and specifications from unauthorized
distribution and modification.
17. Notice - All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been given when (i) delivered byhand (with written confirmation of receipt); (ii) sent by facsimile to the facsimile number of the other party; or (iii) sent via email to the email address of the other party.
18. Seller Release Buyer - Upon the Buyer’s acceptance of the Goods, the Buyer hereby releases and discharges the Seller, its officers, employees, agents, and
representatives (hereinafter collectively referred to as the "Released Parties") from any and all claims, liabilities, demands, actions, causes of action, costs, and expenses,
whether at law or in equity, arising out of or in connection with the purchase, delivery, possession, use, or resale of the Goods. The Buyer acknowledges that they have had the
opportunity to inspect the Goods and has accepted them in their current condition. The Buyer further acknowledges that the Goods meet their specifications and requirements.
This release includes, but is not limited to, claims for defects,nonconformity, breach of warranty, negligence, or any other claim arising out of the sale or use of the Goods. The
Buyer agrees not to bring any legal action or proceeding against the Released Parties based on any such claims. This release is intended to be binding upon the Buyer and
their successors, assigns, heirs, and legal representatives. The Buyer acknowledges that this release is a material inducement for the Seller to enter into the transaction, and
the Buyer enters into this release freely and voluntarily. By accepting the Goods, the Buyer expressly waives any statutory or common-law rights that may conflict with the terms
of this release.
19. Shelf Life - The Seller makes no claims regarding the shelf life of the Goods.
20. Trademarks - MegaBag® is a registered trademark and the property of the Seller. The Buyer acknowledges and agrees that the Seller's trademarks, including but not
limited to MegaBag®, are the exclusive property of the Seller. The Buyer shall not use, reproduce, or display these trademarks in any manner without the prior written consent
of the Seller. Any unauthorized use of the trademarks is strictly prohibited and may result in legal action. The Seller reserves the right to enforce its intellectual property rights to
the fullest extent of the law.
21. Email Marketing - By contacting the Seller via email, phone, or letter, you consent to our company adding you to our email marketing list. You may unsubscribe at any time
by following the instructions provided in our emails.