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Sale Terms and Conditions

GENERAL CONDITIONS OF SALE
 
1.      PRICING AND PAYMENT
  • All prices are in Canadian dollars unless otherwise expressly stated on the applicable quotation. Georgette Packaging Inc. (“Company”) reserves the right to change its standard prices without notice. The price set forth in the attached quotation shall apply to the products described in the quotation, as well as all payment schedules, deposit amounts, refund terms, cancellation terms and fees, storage fees, shipping terms and fees, and all other similar product specific terms set forth in the quotation. 
  • Prices are exclusive of, and you will pay: (a) all applicable federal, state, provincial and local taxes (including all applicable sales, use, consumption, goods and service, value added, and withholding taxes), unless you have provided Company with an appropriate tax exemption certificate or number, and (b) all fees and charges related to customs, duties and brokerage.
  • If you fail to pay any amount due within ten (10) days of such payment becoming due and payable, in addition to any other rights and remedies available to Company, Company shall be entitled to charge interest on all outstanding amounts at the lesser of 1.5% per month or the maximum rate permitted by law, such interest commencing as of the due date for such payment.
  • Where Company is unable to collect the fees owed by you due to insufficient funds in your bank account, or other failure by you to pay fees that are due and owing, Company shall be entitled to bill you through your credit card information, as provided to Company, for the amount due plus all fees and charges that may accrue due to such insufficient funds, such as NSF charges. Where your credit card is rejected for any reason, you will also be responsible for any fees and charges associated with such rejection. The foregoing shall not limit Company’s ability to exercise any rights available to it in law or equity respecting the collection of any amounts payable hereunder, and you shall also be responsible for paying for all reasonable fees and costs incurred by Company, including legal fees, in collecting any overdue amounts or enforcing any provision of this Agreement.
  • You do not obtain title and/or any right of possession to the products ordered until you have paid all amounts due for such products.
 
2.      ORDERS, SPECIFICATIONS AND APPROVALS
  • All orders are subject to acceptance by Company and shall consist of the specifications and approved proofs described in Section 2.2. By placing an order with Company, you are giving Company authority to sign off on the accuracy, colour, and print quality of the specific products ordered by you at the factory of Company’s supplier, and Company will do so based on the agreed-upon specifications and subject to this Agreement.  In the event that you wish to be present at the factory of Company’s supplier in order to sign off on the products yourself, you acknowledge that permission for your presence is at the sole discretion of Company’s supplier, will be subject to Company’s supplier’s facility policies, and may be withheld by Company’s supplier for any or no reason.
  • The specifications for the products will consist of the specifications for the product that Company provides to you in its quotation, as well as any artwork and designs mutually agreed upon by you and Company. Company will provide you with proofs of such artwork and designs for your approval.  Any PDF and physical (printed) proofs are not to be used for colour comparison, only layout.  Upon your written approval of such proofs (which may be obtained by e-mail), the product is put into the production queue, and the order is deemed to be finalized.
  • The schedule for processing and completing your order is set forth in quotation, including timelines for any requirements to be provided by you. Delays not caused by Company may result in additional costs or rescheduling of dates and timelines, as mutually agreed upon by the parties acting in good faith.  Additionally, any alterations in timelines and delivery dates arising from such delays are dependent upon the availability of Company resources, both human and equipment, and is also is dependent on your availability to provide input and to perform your responsibilities, and you acknowledge that the altered timelines and delivery dates may therefore not proportionally correspond with the length of the original delay.  Company reserves the right to terminate your order, the quotation and this Agreement in the event that you do not provide Company with the necessary input within the timelines set forth in the quotation, and all amounts paid by you prior to such termination are non-refundable and to be considered liquidated damages.
  • Colours of approved artwork and designs are matched to Pantone book (within standard industry tolerance) and subject to alteration based on the substrate (type of board) used and any coatings applied, as both can modify colours.  Full-colour (CMYK) prints will be judged and press approved by eye and matched as closely as possible to high-resolution proofer printouts.  Company does not take responsibility for any errors in artwork or designs (including images that are not high enough resolution, typos, etc) that were approved by you as described in Section 2.2.  Substrate used for physical proofs is not indicative of board type and finish to be used in manufacturing.
  • You represent and warrant that you have the absolute right to provide all artwork, designs and other materials to Company under this Agreement, including the right to grant Company the use of all copyright and other proprietary rights relating to artwork, designs and other materials for the purposes specified herein (including for the creation of any Customized Brand Design, as described in Section 5.3 below). Without limiting the foregoing, you warrant that your provided artwork, designs and other materials do not contain any confidential or proprietary materials of any third party, that they do not infringe any proprietary or intellectual property rights of any third party, and that your provision of such artwork, designs and other materials do not contravene applicable law, and you will defend, indemnify and hold Company harmless from any against any claim by a third party alleging otherwise.
  • You acknowledge that Company may independently obtain artwork, designs and other materials from third parties that is similar to artwork, designs and other materials that you provide (“Third Party Content”). You agree that use of the Third-Party Content by Company will not constitute infringement of your intellectual property or a breach of this Agreement, and that Company shall have no liability whatsoever for any damages resulting from the similarity of Third-Party Content to artwork, designs and other materials that you provide.  Company’s sole responsibility with respect to any conflict between Third Party Content and the artwork, designs and other materials that you provide shall be to comply with any legal orders obtained by you or the applicable third party pertaining thereto.
 
3.      DELIVERY, SHIPPING AND OVER/UNDER QUANTITIES
  • Company will make reasonable efforts to accommodate your delivery requirements; however, delivery is subject to availability of resources at the time of order placement. Company shall therefore not be liable in any way for any delay or damage arising from Company’s failure to meet your delivery requirements or any delivery dates.
  • Unless otherwise indicated on the quotation, all shipments shall be made FCA Company’s supplier’s facilities (Incoterms 2000).
  • You are responsible for examining all shipments promptly upon receipt. If you discover any damage, shortages or incorrect products in the shipment, you must notify Company immediately and sign for the shipment as is. (For example, “5 cases received damaged”) Please check the order carefully, as no claim for damage, shortages or deficiencies will be accepted by Company after five (5) days from delivery of the products.
  • You acknowledge that, due to the manufacturing process, Company’s supplier may produce quantities of product that differ from the actual quantities in an accepted order. You agree that Company’s obligations will be deemed fulfilled, and you will accept, product amounts specified in your order (or within such other percentage tolerance specified in the quotation).
 
4.      RETURNS AND CHANGES
  • As products are provided in accordance with your specifications and the accepted order, neither Company nor its suppliers will accept any return of the products.
  • You shall not be entitled to change or cancel any order that has previously been accepted by Company without the prior written agreement of Company, which may be withheld in Company’s sole discretion. You acknowledge that any changes to which Company consents may be subject to additional charges and may require an extension of the delivery date.  All changes shall be set out in a revised quotation from Company.
 
5.      INTELLECTUAL PROPERTY AND OWNERSHIP RIGHTS
  • You shall at all times continue to be the owner of any trademarks, trade names, service marks, logos and other proprietary materials that you provide to Company to perform the services described in the order (“Your Provided Materials”), and all intellectual property rights therein. Company shall have no right or license to, and shall not, use any of Your Provided Materials except to perform the services described in the order, and provide the associated products, and for any other purpose expressly stated in this Agreement or in the order.  All other rights in and to Your Provided Material are expressly reserved by   Otherwise, you acknowledge that, unless otherwise expressly specified in this Agreement or the order, Company is the exclusive owner of all intellectual property and intellectual property rights relating to the services and the products provided hereunder, and retains all right, title and interest therein.
  • Except as expressly set forth in this Agreement, nothing herein shall be deemed to transfer ownership, right, title or interest in or to any intellectual property or any intellectual property rights from Company to you. Any rights not expressly granted under this Agreement are reserved.
  • Where Company or its contractor provides you with design services to create a logo design, brand or customized graphic elements that are specific to your business (“Customized Brand Design”) that you can use in conjunction with the products manufactured pursuant to your order and/or for your general business purposes, you will be the owner of such Customized Brand Design and all intellectual property rights therein upon full payment of the amounts set forth in the order relating to such design services. Where the design services are being provided by a third-party contractor of Company, such services shall also be subject to the terms and conditions of such third-party contractor relating to the creation of the Customized Brand Design, as provided to you by Company.  Company agrees not to use the Customized Brand Design owned by you for any customer other than you.  For greater certainty, the Customized Brand Design shall not be deemed to include the actual form, function or design of the packaging products provided by Company hereunder, and you acknowledge that such products provided by Company to other customers may be similar in form, function and design to those provided to you, due to manufacturing processes and functionality of the products.  You shall not be entitled to obtain any source files for such products unless Company expressly agrees in writing to provide you with such source files (which may be subject to an additional fee).
  • You acknowledge and agree that your ownership of the Customized Brand Design shall apply only to the final complete version accepted and fully paid for by you, and that any previous unapproved drafts or versions, and any individual design elements, artwork or files used in the course of developing the Customized Brand Design, shall continue to be owned by Company or its third-party contractors, and may be used for other purposes. However, the foregoing shall not be deemed to permit Company or its third-party contractors to use such materials to create a brand that is confusingly similar to the Customized Brand Design for any other customer.

 

6.      WARRANTY
  • Company warrants that, for a period of thirty (30) days from the date that the products are delivered to you: (a) the products will comply with the agreed-upon specifications for such products as set forth in the quotation, and (b) the products will be free from material defects in material and workmanship. If you notify Company of any such material defects or non-conformance within such thirty (30) day period together with reasonable proof thereof, Company will replace the products.  If Company is unable to replace such products within a reasonable timeframe (taking into account Company supplier timelines), Company will refund you the amounts paid for such defective or non-conforming products.  The foregoing warranty shall not apply to defects or non-conformities resulting from:  (a) your use of the product, (b) any modification or alteration of the products by anyone other than Company, (c) normal wear and tear, (d) external causes, or (e) your breach of this Agreement.
  • THE WARRANTY SET FORTH IN THIS SECTION 5 IS THE EXCLUSIVE WARRANTY MADE BY COMPANY TO YOU. COMPANY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, NON-INFRINGEMENT, OR ANY OTHER WARRANTY OR CONDITION ARISING BY STATUTE, CUSTOM OR USAGE OF TRADE RELATED TO THE PRODUCTS PROVIDED HEREUNDER. Some jurisdictions may not allow the exclusion or limitation of implied warranties and conditions.  To the extent permitted by law, any implied warranties or conditions relating to the products to the extent that they cannot be excluded as set out above are limited to thirty (30) days from the date that the products are delivered to you.
 
7.      LIMITATIONS OF LIABILITY
  • In no event will Company be liable under this Agreement for any damages other than your direct damages to the extent arising from Company’s gross negligence or willful misconduct, and in no event shall Company’s aggregate liability exceed the amounts paid by you to Company for the products that gave rise to the claim. No claim may be brought against Company, whether in contract, tort or otherwise, more than two years after the products were delivered.
  • EXCEPT AS EXPRESSLY SPECIFIED IN THIS SECTION 6, TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, DATA, USE OR OPPORTUNITY, WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, AND WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
 
8.      PUBLICITY
  • You agree that Company may utilize photographs, videos, images and other physical and visual representations of the products produced and created by Company for you hereunder (collectively “Images”) in its sales, promotional and marketing materials, both physical and electronic. The foregoing shall include use of Images on Company’s website and in social media, as well as use of Images and physical embodiments of the products in samples and at trade shows.  You acknowledge that such Images may include Your Provided Material and/or your Customized Brand Design, and hereby consent to Company’s use of any intellectual property rights therein for the purposes set forth in this Section 8.  You may revoke the foregoing permission by providing Company with reasonable notice of such revocation in writing; and Company will make reasonable efforts to remove Images of your products within a reasonable timeframe.

 

9.      FORCE MAJEURE.
  • If Company is delayed in or prevented from complying with any provision of this Agreement by any event beyond Company’s reasonable control (whether or not foreseeable) including but not limited to fire or explosions, lockouts, strikes, slowdowns, supplier or manufacturer acts or omissions, labor shortages or disturbances, acts of God, floods, hurricanes, tornadoes, earthquakes, unusually severe weather, natural disasters, war, insurrection, terrorism, riots, acts of the public enemy, closure of transportation networks, acts of governmental authority, embargo, epidemics, or quarantine restrictions, such delay in compliance or non-compliance will be excused. Company shall in no event be liable for any damages by reason of any cancellation, cessation, delay or suspension of performance resulting from any such event beyond Company’s reasonable control.

 

 
10.    MISCELLANEOUS
  • This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements relating to the subject matter hereof. This Agreement may not be altered, amended, or modified except by a written instrument signed by the duly authorized representatives of both parties. If any one or more of the provisions of this Agreement is for any reason held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from this Agreement.  No waiver by either party of a breach or omission by the other party under this Agreement shall be binding on the waiving party unless it is expressly made in writing and signed by the waiving party. This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario.