TERMS AND CONDITIONS
1. OFFER/AGREEMENT. The terms and conditions detailed below apply to the sale of any products sold by BOSK BIOPRODUCTS INC. and its subsidiaries and affiliates (hereinafter collectively referred to as "Bosk") to their clients (hereinafter collectively and individually referred to as "Client") and are made a part of the attached purchase order (hereinafter referred to as "Order") issued by Bosk upon receipt of a request from Client for the purchase of certain goods and/or ancillary services described in the Order (hereinafter referred to as "Products"). Any sale by Bosk is made on the condition that the Client agrees to be bound by these terms and conditions in accepting the Order. These terms and conditions are subject to change at any time, at Bosk's sole discretion. Unless otherwise governed by a supply agreement, these terms and conditions and the Order shall constitute the entire agreement between the parties (the "Agreement"). In the event of a conflict between any terms and conditions of an Order and these terms and conditions, the terms and conditions of the Order shall prevail.
2. PRICE AND PAYMENT. Prices for Products are set forth in the Order. Additional charges (including, but not limited to, packaging, transportation/shipping, sales tax or customs charges) may apply in addition to the prices of the Products. Subject to proper delivery of the Products to the Client, any amount due from the Client shall be paid within thirty (30) days of the Client's receipt of the Products. Bosk reserves the right to require the Customer to pay the purchase price for any Products ordered by the Customer prior to delivery in the event that Bosk believes in good faith that the Customer's financial circumstances do not warrant the payment terms specified. Unless otherwise specified in the Order, all prices are in Canadian dollars. For any NSF check, a fee of forty-five ($45.00) dollars will be added to the Customer's invoice.
3. ADMINISTRATIVE FEES. Any unpaid charges (including the purchase price) within thirty (30) days of Client's receipt of the Products shall bear interest at the rate of twenty-four percent (24%) per annum, or two percent (2%) per month.
4. RETENTION OF TITLE. Products shipped to the Client pursuant to an Order shall remain the exclusive property of Bosk until full and final payment of the purchase price of the Products by the Client to Bosk. If the Client fails to make such payment of the purchase price within the time period specified in this Agreement, Bosk may repossess the Products sold to the Client.
5. PACKAGING, SHIPPING, AND TRANSFER OF RISK. Unless otherwise specified in the Order, the Products shall be delivered EXW (as defined by the provisions of Incoterms 2020 published by the International Chamber of Commerce) to the address specified by Client in the corresponding Order ("Delivery"). Pursuant to the term EXW, all risk of loss of and damage to the Products shall pass to Customer once they leave the place of business of Bosk for Delivery.
6. DELIVERY DATE. The Delivery Date, as set forth in the Order, is Bosk's best estimate of the date of Delivery of the Products from Bosk's plant and Bosk shall not be responsible for any claims and shall incur no liability for any loss or damage due to delays in delivery or for any loss, damage, and/or delay due to transportation. Any claim for loss, damage, breakage or delay due to transportation must be made by the Client directly to its EXW carrier (as defined by the provisions of Incoterms 2020 published by the International Chamber of Commerce).
7. INSPECTION. The Client is required to inspect the Products upon receipt and to notify Bosk in writing of any damage, loss or error that is evident at the time of Delivery. Such written notice shall be sent no later than seven (7) days after the Products are delivered to the Client. Upon such inspection, the Client shall verify the type of packaging, quantity, product code and lot number. This information shall correspond to the information provided in the delivery note. After this seven (7) day period, the Client is deemed to have accepted the Products and to be satisfied that they meet the specifications.
8. RETURN. No Products may be returned without Bosk's written authorization (the "Authorization") and payment by the Client of an administrative and return fee equal to twenty percent (20%) of the invoiced amount relating to the shipped Products being returned ("Returned Products"). The Client shall use the carrier specified by Bosk in the Authorization to return the Returned Products DDP (as defined by the provisions of Incoterms 2020 published by the International Chamber of Commerce) to Bosk's facility located at the address specified in the Authorization, failing which the Client shall be responsible for all claims and incur all liability, as between the Parties, with respect to the delivery and transportation of the Returned Products.
9. CLAIM. In the event of any defect in the Product, the Client must send written notice to Bosk within thirty (30) days of use, failing which the Product shall be deemed free of defects and the warranty period shall end. Bosk may then decide in its sole discretion to (i) refund the purchase price of any defective Product, repair or replace it at its expense. Bosk shall not be obligated to resolve or satisfy any claim until the Client has made full payment of the purchase price of the Products.
10. WARRANTY. Bosk warrants that the Products conform to the specifications set forth in the Order.
11. LIMITATION OF WARRANTY. Due to the innovative nature of the Products, Bosk makes no other warranties of any kind, express or implied, with respect to the Client's use, application, processing, integration, sale or marketing of the Products. The Client acknowledges that it is solely responsible for (i) selecting the Products; (ii) determining whether the selected Product is compatible with its products and equipment; and (iii) determining that the Products are suitable for the intended purpose.
12. TECHNICAL SUPPORT. Any technical support, application information, advice or assistance Bosk may provide to the Client (hereinafter "Technical Support") is free of charge and shall in no way be considered part of the sale of a Product. Bosk makes no representations or warranties, express or implied, (i) with respect to any Technical Support; (ii) with respect to any information provided by Bosk to the Client; and (iii) with respect to the results that may be obtained by the Client as a result of using the Products.
13. LIMITATION OF LIABILITY. The Client acknowledges that it uses the Products at its own risk and that Bosk is not liable for any damages incurred to the Client as a result of the use of the Products. Further, this Agreement does not create any liability of Bosk towards the Client’s own customers.. In no event shall Bosk's aggregate and cumulative liability arising out of or related to this Agreement exceed the sum of all amounts paid to it by the Client under the Order. In no event shall Bosk be liable to the Client for any consequential, incidental, indirect, special, incidental or punitive damages arising out of or in connection with the Agreement. The limitations of liability set forth in this Section 13 shall apply (a) to liability for negligence (b) regardless of the form of action, whether contractual, extra-contractual, manufacturer's warranty, tort or otherwise, (c) even if Bosk is advised in advance of the possibility of such damages, (d) even if such damages were foreseeable, and (e) even if the Client's remedies do not achieve their primary purpose. If applicable law limits the application of the provisions of this Section 13, Bosk's liability shall be limited to the maximum extent permitted. For the avoidance of doubt, the limitations on Bosk's liability and other rights set forth in this Section 13 are equally applicable to Bosk's affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
14. ALLOCATION OF RISK. The parties acknowledge that the prices Bosk sets for the Products reflect the allocation of risk between them and that, therefore, Bosk would not have entered into this Agreement without the limitations on its liability and disclaimers of warranty contained in this Agreement.
15. INDEMNITY. The Client shall indemnify, defend and hold Bosk, its parents, affiliates, subsidiaries and their respective agents, directors, employees, successors, assigns, insurers, customers and representatives (hereinafter "Indemnified Persons") harmless from and against any and all claims, demands, suits, causes of action, liabilities, losses, damages, costs, the Indemnified Person may incur in any way in connection with any Product or Client's execution, negligent acts, or omissions, including, but not limited to, claims for personal injury, breach of warranty, infringement, strict liability, property damage, default or based on a warning, instruction or governmental action. The Client agrees that its obligations hereunder shall survive the termination or expiration of this Agreement.
16. DEFECTS. Bosk agrees to notify the Client immediately of any actual or suspected defect in a Product, or any other matter that may affect the safe or proper use of a Product. Bosk shall promptly provide the Client with all relevant information and in the event Bosk must recall Products for any reason, Bosk shall assume all responsibilities and pay all costs incurred for such Product recalls.
17. PRODUCT-RELATED TECHNOLOGY. All technology, data, drawings, specifications and other proprietary information or materials relating to a Product, including copies and duplicates, (hereinafter "Technology") provided by Bosk to the Client (including, but not limited to, any application and user manuals) shall remain the property of Bosk. The Client shall not seek to obtain any accreditation, patent, copyright or other title to the Technology on its behalf or for its benefit.
18. TRADEMARKS. The Client shall not use any trademark, trade name or service mark of Bosk or its affiliates and shall not challenge the validity of Bosk's right in any trademark, trade name or service mark used by Bosk as its own.
19. CONFIDENTIALITY. The Client may have access to certain proprietary or confidential information of Bosk. The Client agrees to keep such information confidential and to use such information only for the purposes set forth in the Agreement and for no other purpose or disclosure to third parties.
20. SUPERIOR FORCE. Neither party shall be liable for any breach, delay or failure to perform any obligation hereunder if such party is unable to perform such obligation due to a Superior Force event. An event of "Superior Force" shall mean any unforeseeable, irresistible, and independent event or circumstance beyond the control of the party invoking it, including, without limitation to, fires, floods, earthquakes, natural elements or natural disasters, epidemics or pandemics, acts of war (whether declared or not), threats of preparation for war, terrorism, riots, civil disturbances, rebellions, power failures, strikes or lockouts, partial or total work stoppage, accidents or acts of any regulatory body, intervention of civil or military authorities, compliance with regulations or orders of any governmental authority, and interruption or failure of public and transportation services. However, in all cases, even in the event of Superior Force, the Client shall pay its invoice within the time period stipulated in the Order upon receipt of the Products ordered by the Client.
21. WAIVER AND AMENDMENT. Failure to require strict performance of any provision of the Agreement shall not constitute a waiver or default by any party, nor shall it restrict such party's right to subsequently require compliance with such term. No amendment to the Agreement will be effective unless delivered in writing and signed by an authorized representative of Bosk.
22. HEADINGS; GOVERNING LAW. The headings herein are for convenience only and shall not affect interpretation. The Agreement shall be governed by and construed in accordance with the internal laws of the Province of Quebec. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
23. ENGLISH LANGUAGE. The parties hereto have agreed that this Agreement and all other documents referred to herein be drafted in English. “Les parties ont consenti à ce que cette entente et tous les autres documents s'y référant soient exécutés en anglais.”
1. OFFER/AGREEMENT. The terms and conditions detailed below apply to the sale of any products sold by BOSK BIOPRODUCTS INC. and its subsidiaries and affiliates (hereinafter collectively referred to as "Bosk") to their clients (hereinafter collectively and individually referred to as "Client") and are made a part of the attached purchase order (hereinafter referred to as "Order") issued by Bosk upon receipt of a request from Client for the purchase of certain goods and/or ancillary services described in the Order (hereinafter referred to as "Products"). Any sale by Bosk is made on the condition that the Client agrees to be bound by these terms and conditions in accepting the Order. These terms and conditions are subject to change at any time, at Bosk's sole discretion. Unless otherwise governed by a supply agreement, these terms and conditions and the Order shall constitute the entire agreement between the parties (the "Agreement"). In the event of a conflict between any terms and conditions of an Order and these terms and conditions, the terms and conditions of the Order shall prevail.
2. PRICE AND PAYMENT. Prices for Products are set forth in the Order. Additional charges (including, but not limited to, packaging, transportation/shipping, sales tax or customs charges) may apply in addition to the prices of the Products. Subject to proper delivery of the Products to the Client, any amount due from the Client shall be paid within thirty (30) days of the Client's receipt of the Products. Bosk reserves the right to require the Customer to pay the purchase price for any Products ordered by the Customer prior to delivery in the event that Bosk believes in good faith that the Customer's financial circumstances do not warrant the payment terms specified. Unless otherwise specified in the Order, all prices are in Canadian dollars. For any NSF check, a fee of forty-five ($45.00) dollars will be added to the Customer's invoice.
3. ADMINISTRATIVE FEES. Any unpaid charges (including the purchase price) within thirty (30) days of Client's receipt of the Products shall bear interest at the rate of twenty-four percent (24%) per annum, or two percent (2%) per month.
4. RETENTION OF TITLE. Products shipped to the Client pursuant to an Order shall remain the exclusive property of Bosk until full and final payment of the purchase price of the Products by the Client to Bosk. If the Client fails to make such payment of the purchase price within the time period specified in this Agreement, Bosk may repossess the Products sold to the Client.
5. PACKAGING, SHIPPING, AND TRANSFER OF RISK. Unless otherwise specified in the Order, the Products shall be delivered EXW (as defined by the provisions of Incoterms 2020 published by the International Chamber of Commerce) to the address specified by Client in the corresponding Order ("Delivery"). Pursuant to the term EXW, all risk of loss of and damage to the Products shall pass to Customer once they leave the place of business of Bosk for Delivery.
6. DELIVERY DATE. The Delivery Date, as set forth in the Order, is Bosk's best estimate of the date of Delivery of the Products from Bosk's plant and Bosk shall not be responsible for any claims and shall incur no liability for any loss or damage due to delays in delivery or for any loss, damage, and/or delay due to transportation. Any claim for loss, damage, breakage or delay due to transportation must be made by the Client directly to its EXW carrier (as defined by the provisions of Incoterms 2020 published by the International Chamber of Commerce).
7. INSPECTION. The Client is required to inspect the Products upon receipt and to notify Bosk in writing of any damage, loss or error that is evident at the time of Delivery. Such written notice shall be sent no later than seven (7) days after the Products are delivered to the Client. Upon such inspection, the Client shall verify the type of packaging, quantity, product code and lot number. This information shall correspond to the information provided in the delivery note. After this seven (7) day period, the Client is deemed to have accepted the Products and to be satisfied that they meet the specifications.
8. RETURN. No Products may be returned without Bosk's written authorization (the "Authorization") and payment by the Client of an administrative and return fee equal to twenty percent (20%) of the invoiced amount relating to the shipped Products being returned ("Returned Products"). The Client shall use the carrier specified by Bosk in the Authorization to return the Returned Products DDP (as defined by the provisions of Incoterms 2020 published by the International Chamber of Commerce) to Bosk's facility located at the address specified in the Authorization, failing which the Client shall be responsible for all claims and incur all liability, as between the Parties, with respect to the delivery and transportation of the Returned Products.
9. CLAIM. In the event of any defect in the Product, the Client must send written notice to Bosk within thirty (30) days of use, failing which the Product shall be deemed free of defects and the warranty period shall end. Bosk may then decide in its sole discretion to (i) refund the purchase price of any defective Product, repair or replace it at its expense. Bosk shall not be obligated to resolve or satisfy any claim until the Client has made full payment of the purchase price of the Products.
10. WARRANTY. Bosk warrants that the Products conform to the specifications set forth in the Order.
11. LIMITATION OF WARRANTY. Due to the innovative nature of the Products, Bosk makes no other warranties of any kind, express or implied, with respect to the Client's use, application, processing, integration, sale or marketing of the Products. The Client acknowledges that it is solely responsible for (i) selecting the Products; (ii) determining whether the selected Product is compatible with its products and equipment; and (iii) determining that the Products are suitable for the intended purpose.
12. TECHNICAL SUPPORT. Any technical support, application information, advice or assistance Bosk may provide to the Client (hereinafter "Technical Support") is free of charge and shall in no way be considered part of the sale of a Product. Bosk makes no representations or warranties, express or implied, (i) with respect to any Technical Support; (ii) with respect to any information provided by Bosk to the Client; and (iii) with respect to the results that may be obtained by the Client as a result of using the Products.
13. LIMITATION OF LIABILITY. The Client acknowledges that it uses the Products at its own risk and that Bosk is not liable for any damages incurred to the Client as a result of the use of the Products. Further, this Agreement does not create any liability of Bosk towards the Client’s own customers.. In no event shall Bosk's aggregate and cumulative liability arising out of or related to this Agreement exceed the sum of all amounts paid to it by the Client under the Order. In no event shall Bosk be liable to the Client for any consequential, incidental, indirect, special, incidental or punitive damages arising out of or in connection with the Agreement. The limitations of liability set forth in this Section 13 shall apply (a) to liability for negligence (b) regardless of the form of action, whether contractual, extra-contractual, manufacturer's warranty, tort or otherwise, (c) even if Bosk is advised in advance of the possibility of such damages, (d) even if such damages were foreseeable, and (e) even if the Client's remedies do not achieve their primary purpose. If applicable law limits the application of the provisions of this Section 13, Bosk's liability shall be limited to the maximum extent permitted. For the avoidance of doubt, the limitations on Bosk's liability and other rights set forth in this Section 13 are equally applicable to Bosk's affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
14. ALLOCATION OF RISK. The parties acknowledge that the prices Bosk sets for the Products reflect the allocation of risk between them and that, therefore, Bosk would not have entered into this Agreement without the limitations on its liability and disclaimers of warranty contained in this Agreement.
15. INDEMNITY. The Client shall indemnify, defend and hold Bosk, its parents, affiliates, subsidiaries and their respective agents, directors, employees, successors, assigns, insurers, customers and representatives (hereinafter "Indemnified Persons") harmless from and against any and all claims, demands, suits, causes of action, liabilities, losses, damages, costs, the Indemnified Person may incur in any way in connection with any Product or Client's execution, negligent acts, or omissions, including, but not limited to, claims for personal injury, breach of warranty, infringement, strict liability, property damage, default or based on a warning, instruction or governmental action. The Client agrees that its obligations hereunder shall survive the termination or expiration of this Agreement.
16. DEFECTS. Bosk agrees to notify the Client immediately of any actual or suspected defect in a Product, or any other matter that may affect the safe or proper use of a Product. Bosk shall promptly provide the Client with all relevant information and in the event Bosk must recall Products for any reason, Bosk shall assume all responsibilities and pay all costs incurred for such Product recalls.
17. PRODUCT-RELATED TECHNOLOGY. All technology, data, drawings, specifications and other proprietary information or materials relating to a Product, including copies and duplicates, (hereinafter "Technology") provided by Bosk to the Client (including, but not limited to, any application and user manuals) shall remain the property of Bosk. The Client shall not seek to obtain any accreditation, patent, copyright or other title to the Technology on its behalf or for its benefit.
18. TRADEMARKS. The Client shall not use any trademark, trade name or service mark of Bosk or its affiliates and shall not challenge the validity of Bosk's right in any trademark, trade name or service mark used by Bosk as its own.
19. CONFIDENTIALITY. The Client may have access to certain proprietary or confidential information of Bosk. The Client agrees to keep such information confidential and to use such information only for the purposes set forth in the Agreement and for no other purpose or disclosure to third parties.
20. SUPERIOR FORCE. Neither party shall be liable for any breach, delay or failure to perform any obligation hereunder if such party is unable to perform such obligation due to a Superior Force event. An event of "Superior Force" shall mean any unforeseeable, irresistible, and independent event or circumstance beyond the control of the party invoking it, including, without limitation to, fires, floods, earthquakes, natural elements or natural disasters, epidemics or pandemics, acts of war (whether declared or not), threats of preparation for war, terrorism, riots, civil disturbances, rebellions, power failures, strikes or lockouts, partial or total work stoppage, accidents or acts of any regulatory body, intervention of civil or military authorities, compliance with regulations or orders of any governmental authority, and interruption or failure of public and transportation services. However, in all cases, even in the event of Superior Force, the Client shall pay its invoice within the time period stipulated in the Order upon receipt of the Products ordered by the Client.
21. WAIVER AND AMENDMENT. Failure to require strict performance of any provision of the Agreement shall not constitute a waiver or default by any party, nor shall it restrict such party's right to subsequently require compliance with such term. No amendment to the Agreement will be effective unless delivered in writing and signed by an authorized representative of Bosk.
22. HEADINGS; GOVERNING LAW. The headings herein are for convenience only and shall not affect interpretation. The Agreement shall be governed by and construed in accordance with the internal laws of the Province of Quebec. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
23. ENGLISH LANGUAGE. The parties hereto have agreed that this Agreement and all other documents referred to herein be drafted in English. “Les parties ont consenti à ce que cette entente et tous les autres documents s'y référant soient exécutés en anglais.”