Terms and Conditions of Sale
APPLICABILITY: All products, materials, components, goods, commodities, software, technology and any other items (the “Products”) and services offered for sale by Cavour Management Inc. ("Seller") are sold subject to these terms and conditions of sale (these “Terms and Conditions”). Seller's performance of any contract is expressly made conditional on Buyer's agreement to these Terms and Conditions, unless otherwise specifically agreed to in writing by Seller. No other terms and conditions, including any terms and conditions attached to, or contained within, Buyer's request for quotation, acknowledgment, purchase order or other contract documentation shall apply, and all such terms are hereby rejected by Seller. Buyer’s acceptance of the Products or services delivered by Seller constitutes Buyer’s agreement that these Terms and Conditions govern the purchase and sale of such Products or services. THESE TERMS AND CONDITIONS SHALL SUPERSEDE ANY ADDITIONAL, DIFFERENT OR CONFLICTING TERMS PROPOSED BY BUYER OR CONTAINED ON BUYER'S PURCHASE ORDER OR ANY DOCUMENT OR INSTRUMENT SUBMITTED BY BUYER.
SHIPPING AND TERMS OF SALE: All sales within the United States or within Canada are F.O.B. (shipping point). Title to the Products shall pass to Buyer, and risk of loss or damage to the Products shall be assumed by Buyer for shipments within the United States or within Canada, upon shipment of the Products from Seller’s manufacturing/processing/storage facility.
PAYMENT TERMS: Unless otherwise stated in Seller’s sales order confirmation, Seller’s invoices are due and payable three (3) days from the date of invoice. The applicable Seller product price catalog may contain other specific payment terms. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, compounded daily from the date due until the date paid. Buyer will reimburse any costs or expenses (including attorneys’ fees) incurred by Seller to collect any amount that is not paid when due. Seller reserves the right to require pre-payment from, or to refuse to sell to, any Buyer whose account is overdue or who has an unsatisfactory credit or payment record.
SECURITY AGREEMENT: Buyer grants Seller a purchase money security interest (such as a credit credit pre-authorization of the full sales or invoice amount associated with a sales order) in the Products sold hereunder, including all accessions thereto and replacements thereof, and all proceeds thereof (collectively, the “Collateral”) to secure the payment of the purchase price of such Collateral. Buyer grants Seller a limited power of attorney to file one or more financing statements signed by Seller on behalf of Buyer and authorizes Seller to use a copy of these Terms and Conditions as an exhibit to any financing statement. Buyer agrees to cooperate fully with Seller in executing any additional documents, instruments, financing statements or amendments thereto as Seller may request to perfect or continue the security interest created by these Terms and Conditions.
SPECIAL PRODUCTS: Orders for special, customized or modified Products are non-cancelable. In the event that Buyer cancels an order for such Products, Seller shall charge Buyer an amount equal to Seller’s costs and expenses incurred in performing the purchase order prior to receipt of notice of cancellation.
LIMITED WARRANTY: UNLESS THE APPLICABLE PRODUCT WARRANTY IS GIVEN EXPRESSLY AND IS THE ONLY WARRANTY GIVEN BY SELLER WITH RESPECT TO THE PRODUCTS. SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. TO THE FULL EXTENT PERMITTED BY LAW, SELLER HEREBY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY: IN NO EVENT SHALL SELLER BE LIABLE, IN CONTRACT, TORT, STRICT LIABILITY, OR UNDER ANY OTHER LEGAL THEORY, FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SELLER WAS INFORMED ABOUT THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL SELLER’S LIABILITY EXCEED AN AMOUNT EQUAL TO THE SALES PRICE OF THE PRODUCTS. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULL EXTENT PERMITTED BY LAW. BUYER ASSUMES ALL RESPONSIBILITY FOR THE FINAL SELECTION, TESTING AND VALIDATION OF PRODUCTS PURCHASED FROM SELLER AND THE FITNESS OF SUCH PRODUCTS FOR BUYER’S APPLICATION.
RETURN: Seller will only accept returned Products from customers in the United States and Canada. No product shall be returned to Seller without Seller's authorization. The Buyer is responsible for covering the shipping costs and ensuring the goods are returned to the Seller’s warehouse within 30 days of receiving the original shipment.
REFUND: Once the returned goods are received from the Buyer, the Seller will issue a refund based on the original purchase price. The refund will be adjusted to account for shipping, handling, and any additional costs as determined by the Seller. These additional costs may include, but are not limited to, credit card transaction fees, transportation surcharges, reconditioning fees, and packaging charges.
TRADE COMPLIANCE: Sale or retransfer of Products supplied by Seller must comply with applicable laws restricting the export or re-export of those Products (“Export Controls”), including all economic or financial sanctions and trade embargoes imposed, administered or enforced from time to time by the U.S., Canada or EU government or other relevant sanctions authority with jurisdiction over Seller (“Sanctions Laws”). Buyer understands and agrees that with respect to Seller’s Products provided to Buyer: (a) Buyer will not export, re-export or otherwise transfer Seller’s Products to (i) a country, territory or person to which/whom such export, re-export or transfer is prohibited by applicable law, including without limitation Export Controls and Sanctions Laws; or (ii) to a country or territory that is itself the subject or target of comprehensive Sanctions Laws including U.S. Sanctions (“Sanctioned Territories”). As of the date hereof, the Sanctioned Territories are Crimea, Cuba, Iran, North Korea, and Syria, although the U.S. and Canadian government may add or remove Sanctioned Territories in the future; and (b) Buyer further confirms that it is not acquiring the Products for any military, nuclear or missile end use or end user. If this is not correct, Buyer is required to notify Seller immediately at [email protected].
GOVERNING LAW / DISPUTES: These Terms and Conditions shall be governed by the laws of British Columbia without giving effect to its conflict or choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and Conditions. All disputes under these Terms and Conditions and all claims arising out of or related to these Terms and Conditions shall be resolved by courts located in British Columbia. Buyer agrees and consents to the exclusive jurisdiction and venue of the federal courts in Canada and provincial courts in British Columbia, and Buyer waives any jurisdiction or venue defense otherwise available.
FORCE MAJEURE: Seller’s performance shall be excused, and Seller shall not be liable or responsible to Buyer, nor be deemed to have breached any obligation to Buyer in the event of any acts of God; flood, fire, earthquake, or other natural disaster; disease; explosion, war, invasion, hostilities, terrorism, riot, or other civil unrest; government action, order or law, embargoes, or blockades; national or regional emergency; strikes, labor stoppages or slowdowns, or other industrial disturbances; shortage of adequate power or transportation facilities; or other events beyond the control of Seller.
MISCELLANEOUS: Prices are subject to change without notice and supersede all previous quotations. Seller reserves the right to change or modify Product design or construction without prior notice and without incurring any obligation to make such changes or modifications to Products previously sold. In the event that any of the provisions of these Terms and Conditions are held to be invalid or unenforceable in whole or in part, those provisions to the extent enforceable and all other provisions shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable provisions had not been included in these Terms and Conditions. Buyer shall not assign its rights or its obligations under these Terms and Conditions without the written consent of Seller. The failure of Seller to enforce at any time any of the provisions of these Terms and Conditions shall in no way be construed to be a waiver of any such provisions, or the right of Seller thereafter to enforce each and every such provision. Seller and Buyer are independent contractors; neither is an agent or employee of the other or has any authority to assume or create any obligation or liability of any kind on behalf of the other.