Conditions of Sale

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Hahn Plastics (North America) Limited - Conditions of Sale

1. Definitions
The following words used in these Terms and Conditions (the “Conditions”) will have the
meanings set out as follows:
“Company” means Hahn Plastics (North America) Limited
"Goods" mean the products or materials supplied by the Company
"Services" means the whole or any part of the services which the Company is to supply or carry
out under the contract
“Purchaser” means the corporate entity, firm or person to which the Goods and/or Services are
supplied
"Order" means the Purchaser’s purchase order document and, where used, Specification
specifying the Goods and/or Services to be supplied.

2. Making The Contract
1. The Company’s quotation constitutes an invitation to treat (i.e. a proposal to enter into a
contract) and will unless otherwise stated in the quotation, be open for a period of 30 days
beginning with the date of the quotation unless the Company has previously withdrawn it.
2. Any order issued by the Purchaser is subject to acceptance by the Company and a contract
will only be formed when the Company has accepted the Purchaser’s order. The quotation, order
and acceptance will together form the contract governed by these Conditions.
3. Where these Conditions are in conflict with those set out in any specification, offer to purchase
or order received, these Conditions will prevail unless otherwise agreed by the Company in
writing.
4. No employee, agent or officer of the Company is authorised to agree to any variation of the
Conditions or to agree to the supply of Goods and/or Services by the Company, except subject to
these Conditions without variation. A variation made in writing and expressly accepted by a
director of the Company is permitted.

3. Cancellation/Suspension of Deliveries
1. Once the contract is formed, no cancellation by the Purchaser is permitted expect where
expressly agreed by the Company in writing.
2. The Purchaser will in the event of agreed cancellation by the Purchaser indemnify the
Company fully against all charges, costs and losses (including loss of profit) sustained by it as a
result of the cancellation.
3. The Company may without prejudice to its other rights, suspend or cancel further deliveries
and/or work under this and any other contract between the parties hereto if the Purchaser fails to
make payment of any sum on its due date for payment, or if the Purchaser becomes insolvent or
has any form of insolvency proceedings or action taken against it, including any receivership,
petition or order of administration, winding up or bankruptcy, any proposal for or voluntary
arrangement with creditors.
In such circumstances, the Company will be entitled to immediate payment from the Purchaser in
respect of any goods manufactured but not yet delivered in connection with an order from the
Purchaser, or in connection with services undertaken for the Purchaser but not completed.
4. The Company may without prejudice to its other rights, where the Purchaser refuses or is
unable or fails to take delivery of the Goods by the dates specified in the contract or where no
date is specified in the contract, within a reasonable period, either:
3.4.1. put the Goods into its stock at the Purchaser’s risk and expense and submit an invoice for
payment as though the Goods had been delivered on the date when they were transferred to
stock, or
3.4.2. sell or offer to sell the Goods or any part of them to other interested parties, in which case
the Company will be entitled to recover from the Purchaser as liquidated damages the amount of
gross profit forgone by the Company on the sale to the Purchaser as certified by the Company,
on the basis of the price that would have applied at the date for delivery.

4. Price
1. Unless otherwise stated the price payable for the Goods and Services will be that set out in the
Company’s quotation and confirmed by its acceptance of the Purchaser’s order. The price and
any carriage, packaging or other costs will be exclusive of HST/GST/QST (or any similar tax).
2. Prices quoted are based on current rates of wages, prices of material, freight and insurance.
The Company reserves the right to amend the price at any time prior to delivery of the Goods to
take account of any increase in the price to the Company of goods, services, raw materials,
labour or other inputs used in the production of the Goods, or currency fluctuations increasing the
cost of production or purchasing the Goods.
3. The Company reserves the right to amend its prices where a quotation was based on a stated
quantity which is greater or less than the quantity ordered by the Purchaser.

5. Terms of Payment
1. The Company will be entitled to payment of the price payable for the Goods upon despatch of
the goods and in respect of Services when the Services are in the opinion of the Company
substantially complete.
2. Payment is due at the end of the month following the month of invoice. Time of payment will be
deemed to be the essence of the contract.
3. The Company reserves the right to charge interest at 8% per annum above the Bank of
Canada Overnight Rate (often referred to as the Bank’s policy interest rate) for the time being on
all overdue accounts, such interest being deemed to accrue and be compounded on a daily basis
from the due date for payment.
4. The Purchaser will not be entitled to withhold, deduct or set off against any sum payable to the
Company any amount or claim whatsoever. In particular but without limitation, the Purchaser may
not set off any amount or loss or damage arising from alleged defects in Goods received or
Services supplied by the Company.

6. Delivery
1. The delivery date given by the Company is the best estimate at the time and is likely to
fluctuate prior to receipt of a firm order from the Purchaser. The Company will make all
reasonable efforts to deliver the Goods on the date given but the Company cannot accept liability
for delay or non-delivery occurring for any reason whatsoever. Time of despatch or delivery is not
of the essence and a delay in delivery will not entitle the Purchaser to treat the contract as
repudiated or to any damages.
2. The Company reserves the right to despatch or make delivery by instalments and to tender a
separate invoice in respect of each instalment.
3. Where an order is placed for Goods to be supplied to the Purchaser against time schedules
sent to the Company from time to time by the Purchaser, the number or quantity of Goods stated
in the order must be accepted by way of delivery within 12 (twelve) calendar months from the
date of such order or such other period as the Company has agreed in writing.
4. Where goods are delivered to the Purchaser, the Purchaser will be responsible for unloading
unless the Company has expressly agreed to unload the Goods.
5. Carriage is chargeable on all despatches where the Company undertakes delivery.

7. Divisibility
With reference to blanket orders for goods that are subject to call off and to be delivered in
instalments, the Company will be entitled to invoice for each instalment as and when each
instalment is delivered and invoices will be due and payable on agreed terms in their own right
notwithstanding that they are part of a blanket order.

8. Risk and Security Interest
1. Risk in the goods will pass to the Purchaser when the Goods leave the despatching premises
of the Company.
2. The Company reserves and the Purchaser grants to the Company a purchase money security
interest (PMSI) in all Goods sold and all proceeds therefrom to secure the full payment and
performance by the Purchaser of its present and future liabilities and obligations to the Company.
The Purchaser agrees that the Company may register a financing statement with regard to such
PMSI against the Purchaser pursuant to the Personal Property Security Act or similar legislation
in the province in which the Goods are delivered and in which the Purchaser is then incorporated,
continued or amalgamated. The Purchaser will take all action that the Company requests to
perfect, obtain and maintain the Company’s first priority of that security interest and the
Purchaser will pay or reimburse the Company for all fees, taxes and other costs that are incurred
in connection with maintaining and perfecting such priority and security interest. To the extent
permitted by law, the Purchaser waives the requirement of being provided with a copy of any
financing or verification statement or renewal thereof. While any Goods are unpaid, the
Purchaser will not sell, assign, transfer, part with possession of or encumber its interest in all
Goods sold, or any interest therein, or permit any liens of charges to become effective thereon.

9. Inspection/Shortages
1. The Company will have no liability for any damage or shortages that would be apparent on
careful inspection by the Purchaser unless a written complaint is delivered to the Company within
seven days of delivery, detailing the alleged damage or shortage and the Company is allowed
access to inspect the affected Goods before any use is made of them.
2. Subject to Condition 9.1. the Company will make good any shortage in the Goods for which it
is responsible and where appropriate repair or at its option replace any Goods damaged during
loading or unloading by the Company, but otherwise will be under no liability whatsoever arising
from such shortage or damage.

10. Defective Goods
1. The Company’s liability in respect of any defect or failure of the Goods supplied or for any loss,
injury or damage attributable thereto is confined to making good by replacement or repairing any
defects in the Goods themselves arising from faulty design or workmanship on behalf of the
Company.
2. The Company’s liability is further limited to defects reported to the Company in writing within
three months from the date of despatch of those Goods to the Purchaser by the Company.
3. The Purchaser will assume responsibility for the Goods being of sufficient suitability and
quality for the Purchaser’s purpose.
4. The use of recycled materials can cause variations in the Goods, especially colour variation,
efflorescence, overflow ridges, pores, shrink holes and surface fissures, in respect of which the
Company accepts no liability whatsoever.

11. Samples
1. Notwithstanding that any sample may be exhibited and inspected by the Purchaser to enable
the Purchaser to judge the quality of the Goods, it will not constitute a sale by sample under the
contract.
2. Any samples exhibited under this clause will remain the property of the Company and will be
returned immediately on request.

12. Force Majeure
1. The Company will not be liable for any failure to carry out its obligations arising from
circumstances outside the Company’s reasonable control.
2. Non-exhaustive illustrations of such circumstances included Acts of God, war, riot, explosion,
abnormal weather conditions, fire, flood, strikes, lock-outs, government action or regulations
(Canada or otherwise), delay by suppliers, accidents and shortages of materials, labour or
manufacturing facilities.
3. If the circumstances preventing the performance of the contract are still continuing three
months after the said circumstances have arisen, then either party may give written notice to the
other cancelling the contract and neither party shall be under any further liability to the other
except that the Purchaser will be liable to pay the contract price less a reasonable allowance for
what has not been performed by the Company.

13. Severance
If any term herein will be held to be void or unenforceable for any reason whatsoever, but would
be valid if part of the wording were deleted, then the term will apply with such modification as will
make it valid and effective whilst preserving to the maximum extent its intended effect.

14. Proper Law and Jurisdiction
These Conditions and any document relating thereto shall be governed and interpreted in
accordance with the laws of the Province of Canada and applicable federal laws of Canada. The
Company and the Purchaser expressly and irrevocably agree to the exclusive jurisdiction of the
courts of the Province of Ontario in respect of all matters arising out of or in connection with
these Conditions.

15. Headings
The headings of these Conditions are for convenience only and will have no effect on the
interpretation.
August 2018

 

 

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