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VHCS General Conditions of Sale
Last Updated: April 17, 2015
These General Conditions of Sale as amended from time to time (this “Policy“), sets forth the terms and conditions under which Van Houtte Coffee Services Inc. (“VHCS“) offers products (“Products“) for sale within Canada to a business customer (“Client“), in addition to the provisions of any other agreement between VHCS and the Client. The Client is expected to act in accordance with the terms of this Policy and any other agreement between VHCS and the Client. In case of conflict between this Policy and any other agreement between VHCS and the Client, the latter will prevail on the Policy.
Effective Date; Binding Effect:
The Client is responsible to know the terms and the status of this Policy. This Policy will be binding on the Client beginning on the date on which the Client submits its first order for Products to VHCS or its agent, as applicable; and the version of this Policy in effect on the date an order for Products is accepted by VHCS or its agent, as applicable, will govern with respect to the Products delivered to the Client in response to such order.
The Client shall not ship or sell Products to any natural or legal person other than staff, visitor consumers and other end use consumer at the Client’s site(s).
Acceptance of Orders:
All orders received by VHCS for Products are subject to acceptance in VHCS’ sole and absolute discretion. Following the acceptance of any order for Products, VHCS will attempt to fill such order for Products depending on available production, inventory, acceptable credit, and subject to causes beyond VHCS’ reasonable control. For any orders received or accepted, VHCS may, in its sole discretion, reject any orders, prioritize shipments of orders, and/or allocate Products among orders. VHCS will not be liable for delay in or failure to fill any order.
All Products shall be sent in accordance with VHCS’ current shipping practices. The Client agrees that a fuel surcharge may be applied to shipping, handling, and insurance costs. Risk of loss shall transfer from VHCS to the Client at the point of delivery where VHCS delivers the Products.
All defective Products returned to VHCS will be replaced and shipped prepaid to the Client. Any return of Products received by Client and held for more than 5 days are subject to the sole discretion of VHCS. The Client agrees to pay a 15% restocking fee for all returned Products which are not defective in the reasonable judgment of VHCS. The Client agrees to obtain a Returned Merchandise Authorization number or to follow similar policies of VHCS prior to any return.
VHCS may change Product specifications at any time for any reason, such as to improve quality, comply with applicable law, or adopt changes of materials or component sourcing. The Client agrees that these changes do not constitute a breach of this Policy or any other agreement entered into between VHCS and the Client.
Modification or Termination:
This Policy is subject to amendment or termination at any time in the sole discretion of VHCS, without notice.
Battle of Forms:
The terms and conditions of this Policy shall supersede any terms and conditions which may be contained in any Client’s purchase order, proposal, request for quotation, confirmation, acknowledgment, website terms, or other form or instrument that may be delivered to VHCS or its agent in connection with any of the transactions contemplated by this Policy.
If any one or more of the provisions of this Policy shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Policy, and such invalid, illegal and unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.
Compliance with Laws; Applicable Law:
The Client agrees to comply with any and all applicable laws and regulations. This Policy shall be construed, interpreted and enforced according to the applicable laws of the province of Ontario by Canadian laws.
VHCS warrants the Products against defects only to the extent indicated in the provisions of VHCS’ standard warranty applicable to such Products and being in effect at the time of purchase of such Products by the Client (the “Warranty”). The Warranty is to the sole benefit of the Client and its clients. THE WARRANTY CONSTITUTES THE ONLY WARRANTY OF VHCS REGARDING THE PRODUCTS PURCHASED UNDER THIS POLICY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BY THE WARRANTY APPLICABLE TO THE PRODUCTS, VHCS HEREBY DISCLAIM ANY OTHER WARRANTY, ORAL OR WRITTEN, EXPRESS OR IMPLIED.
The Client and VHCS agree to negotiate in good faith in order to settle any disputes prior to submitting such matter to the courts.
All notices served under this Policy shall be served in writing and by registered mail or fax to the address or fax number provided by VHCS.
The parties acknowledge that they have requested that the present Policy, as well as all documents entered into be drawn up in English only. Les parties reconnaissent avoir demandé la rédaction en anglais de la présente politique, ainsi que de tous documents signés par la suite ou relatifs à la présente convention.