Georgia-Pacific Conditions of Sale — Canada
All sales of products (“Goods”) by Georgia-Pacific LLC and any of its subsidiaries, including but not limited to Georgia-Pacific Canada Consumer Products LP (“Seller”) to you (“Purchaser”), are subject to the terms and conditions (“Conditions”) set forth herein. Any understanding or obligation not contained or referenced herein, such as terms contained in Purchaser’s order, is rejected unless expressly agreed to in writing by an authorized representative of Seller. Seller’s failure to object to any such additional terms shall not under any circumstances constitute an acceptance of such terms or a waiver of any terms contained herein.
- Acceptance of Orders. All orders are subject to acceptance by Seller at Seller’s designated locations. Sales representatives have authority to transmit orders, but are not authorized to accept orders or otherwise bind Seller in any way. Seller reserves the right to withdraw Goods from sale and modify these Conditions without prior notice. Orders which do not originate from approved customers, which do not conform to current Georgia-Pacific volume or pricing policies, or which contain terms which conflict with these Conditions shall be considered rejected without further notice to the originator required. In the event of a shortage of Goods, Seller reserves the right to allocate available Goods among customers in its own discretion.
- Shipment and Risk of Loss. Unless otherwise agreed, all sales are FOB Seller’s shipping point, and title and risk of loss or damage transfers to Purchaser at that point. Carriers are chosen by Seller, with normal carrier freight prepaid by Seller. Shipments outside Canada will be FAS port of embarkation. Goods may not be returned to Seller without express written consent of Seller.
- Prices and Payment Terms. Prices quoted are for the Goods described for one order and one billing. Prices applicable are those in effect at the time of acceptance of the order. Taxes (except Seller’s income tax), import/export duties, special handling, storage or shipping charges, insurance, and other similar charges are additional and paid by Purchaser. Unless otherwise agreed, payment is due net thirty (30) days from the date of invoice in Canadian or US dollars in immediately available funds, without set off or deduction. Delinquent payments shall be subject to post maturity charges of one and one-half percent per month or the highest rate permitted by law at the point of delivery, whichever rate is less. A delinquent Purchaser shall pay Seller’s reasonable costs of collection, including attorney’s fees and court costs. Seller in its sole discretion may withhold shipments, require advance payment prior to shipment, or cancel orders of any delinquent Purchaser, notwithstanding earlier acceptance. Seller may increase prices at any time without prior notice. In the event of a price decline, Seller shall have no liability nor obligation to refund any portion of payments resulting from prior sales.
- Warranty and Limitation of Liability. Representations regarding the composition and performance of Seller’s Goods are believed reliable, but SELLER MAKES NO WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, REGARDING SUCH INFORMATION OR GOODS EXCEPT THAT SELLER WARRANTS THAT IT HAS GOOD TITLE TO THE GOODS AND THE GOODS WILL CONFORM TO SPECIFICATIONS AT THE TIME OF DELIVERY. SELLER EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s liability for breach of the above warranty, whether at law, in tort or in contract, shall not exceed the cost to Purchaser of the defective goods. IN NO EVENT WILL SELLER BE LIABLE TO PURCHASER FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SAME.
- Claims. Claims made against Seller in connection with defective Goods must be made in writing within ninety (90) days of the date of delivery or they are waived by Purchaser and will not be considered by Seller. Claims for short shipments must be made within ten (10) days of delivery or they are waived. Purchaser’s sole remedy for defective Goods shall be in accordance with applicable Georgia-Pacific policies. Defective Goods are subject to inspection and review by Seller prior to adjustment of the claim. ANY LEGAL ACTION AGAINST SELLER IN CONNECTION WITH THE SALE OF GOODS, INCLUDING BUT NOT LIMITED TO QUANTITY, PRICES, PROMOTIONAL ALLOWANCES, PRODUCT PERFORMANCE, OR BREACH OF WARRANTY, UNDER ANY THEORY, MUST BE COMMENCED WITHIN TWO (2) YEARS OF THE DATE OF INVOICE. THEREAFTER, SUCH SUITS ARE BARRED, OTHER STATUTES OF LIMITATIONS NOTWITHSTANDING. Purchaser agrees to this limitation of actions by placing an order with Seller.
- Force Majeure. Seller’s performance under any order accepted pursuant to these Conditions shall be excused in the event of fire, explosion, flood, severe weather, accident, strike, governmental act, embargo, shortages of raw materials or fuel, computer system failure, war or military action, riot, civil disturbance or any other event beyond the control of Seller or which materially affects the economic basis of the bargain (“force majeure”). Seller’s performance in the event of a force majeure shall be excused for so long as the cause continues, without liability. If the force majeure shall continue unabated for ninety (90) consecutive days, Seller may, at its option, cancel any order so affected without liability.
- Custom Print Sales. In the event that Purchaser orders Goods which include graphics, slogans, and other material provided by Purchaser, Purchaser is responsible for compliance with all laws governing labeling and packaging utilizing that material and for ensuring that the material does not infringe upon the rights of any third party (patents, trademarks, copyrights, trade dress, etc.) and for the consequences of use and sales of such Goods. Purchaser will defend, indemnify and hold Seller harmless for all claims, costs, and expenses arising out of any disputes involving the materials which Purchaser supplies, notwithstanding the fact that Seller has produced or otherwise approved such materials. All sales of custom print Goods are final. No returns will be allowed.
- Intellectual Property. Purchaser agrees that no right, title, or interest in any intellectual property is transferred by this sale of Goods from Seller.
- Assignability. Orders accepted by Seller may not be assigned or otherwise transferred by Purchaser without the prior written consent of Seller, which may be withheld in Seller’s sole discretion. Any attempt to so assign or transfer shall not relieve Purchaser of its obligation to accept and pay for Goods which it ordered.
- Indemnity. To the maximum extent allowed by law, Purchaser shall reimburse, indemnify, defend and hold Seller and its employees and agents harmless from and against any claims, demands, liabilities, damages, suits, judgments, losses, costs and/or expenses (including attorneys’ fees and other expenses of any litigation) suffered and paid by Seller (collectively, “Losses”) that relate to or arise on account of (a) Purchaser’s negligence, use, ownership, maintenance, transfer, transportation or disposal of any goods or services delivered by Seller or (b) Purchaser’s violation or alleged violation of any federal, state, local or foreign law, rule or regulation.
- Pickup Deliveries. In circumstances in which Seller permits Purchaser to pick up Goods at Seller’s facility, Purchaser agrees unconditionally to deliver the Goods to the destination indicated on the order. In addition to any other remedies available to Seller, Purchaser shall reimburse Seller for the full amount of any allowance granted to Purchaser for pick up if the Goods are not delivered to the location indicated on the order. Breach of this condition is material to the contract and will subject Purchaser to legal action by Seller.
- Entire Agreement. These Conditions supersede all prior inconsistent undertakings by Seller, written or oral. Orders placed through electronic means are subject to these terms in addition to any other agreements concerning electronic procedures, and if there be inconsistencies between such other agreements and these Conditions, the terms hereof shall control. Any disputes concerning sales by Seller shall be determined in accordance with the laws of the Province of Ontario, Canada. Purchaser and Seller expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.
- Compliance with Anti-Bribery Laws. Purchaser will comply with all applicable anti-bribery and anti-corruption laws, regulations, rules and requirements including Canada’s Corruption of Foreign Public Officials Act, the United States Foreign Corrupt Practices Act (“FCPA”), the laws, regulations, rules and requirements of Seller’s and Purchaser’s country, and any other applicable laws, regulations, rules and requirements. Purchaser represents that it, and each of its owners, directors, officers, employees, and every other person acting on its behalf, has not and will not, in connection with any business transactions involving Seller or its products, directly or indirectly: (a) offer, promise, authorize or make any loans or payments of money, anything of value or any reward, advantage, or benefit of any kind to any “Government Official” or to any agent or intermediary for further payment to any Government Official, (i) to influence the acts or decisions of such Government Official, (ii) to induce the Government Official to do or omit to do any act in violation of a lawful duty, (iii) to obtain any improper advantage, (iv) to induce the Government Official to use his or her influence in order to affect any government act or decision or (v) as consideration for an act or omission by the Government Official in connection with the performance of their duties or functions, in order to obtain or retain an advantage in the course of business or in order to obtain, retain, or direct business to any person or entity; or (b) otherwise offer, promise, authorize or pay any illegal bribe, kickback, loan or other payment in violation of any applicable law; notwithstanding applicable law, this prohibition includes “facilitation payments”. A “Government Official” includes any appointed, elected, or honorary official or any career or other employee of any national, regional or local Government or of a public international organization; any political party or party official; or any candidate for political office, in any country. “Government” means any agency, department, embassy or other government entity or instrumentality. It also includes any company or other entity owned or controlled by the Government, in whole or in part. A person does not cease to be a Government Official by purporting to act in a private capacity or by the fact that he or she serves without compensation. In the event Seller believes that Purchaser is in breach of this paragraph, Purchaser shall cooperate in good faith to determine the scope of such breach, and Seller shall have the right to unilaterally terminate any and all business transactions, agreements or arrangements with Purchaser in its sole discretion and shall have no further financial obligations or liabilities to Purchaser. Purchaser shall defend and indemnify Seller against any damages, penalties, or other costs arising from any violations of this Section 12.
- Language. The parties hereto acknowledge that they have expressly required that this document and all deeds, documents or notices relating thereto be drafted in the English language. Les parties aux présentes reconnaissent qu’ils ont exigé expressement que ce document et tous autres contrats, documents ou avis qui y sont afférents soient rédigés en langue anglaise. Should you require a copy of this document in French please contact your Seller representative or the Seller office. Si vous désirez une copie de ce document en français s’il vous plaît, contactez votre représentant de Seller ou le bureau de Seller.