General Terms & Conditions For the Sale of Products and Services
a. These General Terms and Conditions of Sale (hereinafter called The Conditions) shall apply to all goods and services (hereinafter called The Product) which are supplied by The DSS Group of Companies and/or any subsidiary/affiliate (hereinafter called The Company) to any party or individual (hereinafter called The Purchaser) unless otherwise agreed in writing.
b. The Product may in some cases be provided by The Company as part of an agreement with a Third Party Manufacturer, Distributor or Supplier (hereinafter called The Supplier). The Company may be acting as a Distributor, Agent, or Manufacturer's Representative. The Supplier may also be a subcontractor to The Company.
c. These Conditions shall apply together with any sales and/or supply agreement (hereinafter called The Contract) between The Company and The Purchaser. In case of any discrepancy or inconsistency between these Conditions and The Contract, The Contract shall prevail. In the case of any discrepancy between these conditions or the Contract and the applicable Legislation, the Legislation shall prevail.
d. These Terms and Conditions of Sale will change from time to time as required by The Company, and the most current revision is made available on the corporate website at http://www.dssgrp.com/.
2) PRODUCT INFORMATION
a. Information, which may include (but not limited to) price lists, brochures, plans, data sheets, facsimile, email, pictures, drawings, electronic media (hereinafter called The Information), may be supplied by The Company on behalf of The Supplier for the purpose of facilitating the Contract. This information remains the property of The Supplier and is supplied with permission of The Supplier. Its use and dissemination is only permitted for the purposes of the specific Contract. Release of the Information to any Third Party is not allowed without the express written authorization of The Company and The Supplier.
b. The Information and any other documents intended for reference may be updated from time to time without notice. Mandatory changes to the product required by the Regulatory Authority in order to Maintain Approval Compliance before delivery will be advised to The Purchaser. Such changes may affect the design and prices for The Products, and such changes in Price will be borne by The Purchaser.
3) RULES AND REQUIREMENTS
a. The Goods and Services are designed to comply with appropriate regulations and legislation in force at the time of The Contract. The Purchaser bears the risk of any amendments to such regulations or legislation after the product delivery. In the event of such changes in regulations of legislation, at the request of The Purchaser, The Company will endeavor to make changes to Goods or Services. The cost of those changes will be the responsibility of The Purchaser. The Company does not have any obligation to perform such changes.
4) TIME FOR DELIVERY
a. Delivery will be made no later than the date agreed in The Contract. If no time of Delivery is agreed, delivery will be made on a date deemed Reasonable by The Company.
b. In the event that delivery by The Company is delayed and The Company receives notice hereof from The Purchaser or in the event that The Company anticipates that it will be unable to deliver the Product on the agreed date of delivery, The Company shall forthwith notify The Purchaser, stating the reason of the delay, and fix an additional period of time of reasonable length during which delivery will be made. If The Company does not deliver within this additional period of time, the purchaser may in writing demand delivery within a final reasonable period which shall not be more than one month. If The Company does not deliver within this period of time, the Purchaser is entitled to terminate the Contract in whole. Such termination will result in no penalty to The Company and deposit (if part of the contract), will be returned to the Purchaser without interest or penalty.
c. If The Purchaser anticipates that he will not take delivery of the Product at the agreed time of delivery, he shall forthwith notify The Company thereof stating the reason, and the time when he will be able to take delivery. If Storage of goods is required as a result of delay, storage fees will be borne by the Purchaser.
d. If The Purchaser fails to take delivery at the agreed time of delivery, The Purchaser shall pay such part of the purchase price as becomes due on delivery as if delivery had taken place. The Company shall arrange for storage of the Product at the risk and expense of The Purchaser.
e. The Company may in connection with refusal by The Purchaser to take delivery fix a reasonable period of time for The Purchaser to take delivery. The Purchaser must take delivery within 12 months of the original agreed upon delivery date. If the shipment is required to be diverted to a different location for The Purchaser's own arranged long term storage, the cost for that freight will be the responsibility of The Purchaser.
5) RETURN OF GOODS
a. Goods may only be returned by The Purchaser to The Company if a Return Authorization is issued in writing by The Company. Reimbursement method will be in the same form as the payment was made (credit card, cheque, wire transfer). Cash payments will be refunded by Cheque. Re-stocking charges will be applied at the discretion of The Company.
b. Non-Stock/special order items, or Custom built or modified products are not eligible to be returned for credit or refund.
a. Payment Terms are established for each individual Purchaser and may be changed from time to time at the discretion of The Company based on information about The Purchaser, The Purchaser's payment history, The Purchaser's known financial status and other relevant information which becomes known to The Company. Unless otherwise specified for The Purchaser, Payment Terms will be Payment on Delivery of Goods at the premises of The Company.
b. If there is a discrepancy or inconsistency between the general payment terms set by The Company for The Purchaser and The Payment Terms set in The Contract, The Payment Terms of The Contract will prevail.
c. Notwithstanding the means of payment, payment shall not be deemed to have been effected before the full outstanding amount has been irrevocably credited to The Company's account. All banking charges and fees charged by Purchasers bank shall be paid by the Purchaser.
d. If The Purchaser fails to pay on the agreed date, The Company shall be entitled to interest from the day on which payment was due. The rate of interest shall be 2% per Month (24% per annum). In any case of late payment by The Purchaser, The Company may at its discretion suspend performance of any of its obligations under The Contract until full and effective payment has been effected. The Company shall forthwith give notice of the suspension to The Purchaser.
e. Any delay in payment by The Purchaser according to the agreed upon terms shall be deemed a fundamental breach entitling The Company to terminate The Contract and to claim damages for the loss incurred. Breach of Payment Terms will require all outstanding balances, including pending milestone payments, to be paid in full immediately, unless otherwise agreed between The Company and The Purchaser. Breach shall terminate any specific payment terms agreements established and the Payment Terms shall be changed to those specified in clause 6a.
f. Non-conformity as defined in clause 8 is not cause for The Purchaser to withhold, or delay Payment.
7) RETENTION OF TITLE
a. All Goods subject to The Contract shall remain the property of The Company until full and effective payment has been effected. The retention of title shall not affect the passing of risk. If the Purchaser selects the option to rent the product, then the product remains the property of The Company throughout the term of the contract and the property must be returned to The Company.s offices at the end of the term of the agreement.
8) LIABILITY OF NON-CONFORMITY
a. Pursuant to Clause 8b-c, The Company will choose a resolution for non-conformity resulting from failure to deliver The Product.
b. The Purchaser shall examine the goods or cause them to be examined immediately after they arrive at the destination. Any nonconformity discovered or which ought to be discovered during this examination shall immediately, and in no event later than one week after the goods arrived at the destination, be notified to The Company in writing. If the Purchaser fails give such notice the right to rely on any remedy is lost.
c. The Purchaser shall further give notice to The Company of any non-conformity immediately after he discovers or ought to have discovered the non-conformity. The notice shall specify the nature of the non-conformity.
d. Non-conformity in the supply of The Product subject of The Contract will be the responsibility of The Company to remedy as set out in Part 4a-b of The Conditions.
e. Non-Conformity in the function, performance or durability of the goods or services is the sole responsibility of The Supplier. At its discretion, The Company will coordinate communication between The Purchaser and The Supplier, or provide The Supplier's contact and Warranty information to The Purchaser as a remedy for the Non-Conformance. Agreement by The Company to coordinate communication does not indicate acceptance or responsibility of The Company to effect resolution to this type of nonconformity.
f. A non-conforming Product or parts thereof which have been replaced by The Company shall be made available to The Company and shall be its sole property.
g. The Company is not liable for any nonconformity arising out of any use of the Product not in accordance with the conditions of operation provided for in the Contract or any other improper use of the Product.
h. The Company excludes liability for any nonconformity which is caused by lack of or faulty maintenance, incorrect installation or faulty repair by the Purchaser, or by any alteration carried out without The Company's or The Supplier's written consent. The Company is not liable for normal wear and tear or deterioration.
i. The remedies provided for in Clauses 8a thru 8h shall be the sole and exclusive remedies available to the Purchaser arising out of any non-conformity.
9) FORCE MAJEURE
a. Either party shall be entitled to suspend performance of its obligations under the Contract to the extent that such performance is impeded or made unreasonably onerous by any of the following circumstances: fire, war (whether declared or not), military mobilization, insurrection, requisition, seizure, embargo, restrictions in the use of power, any industrial dispute, any disturbances in deliveries by sub-contractors, any significant lack of raw materials and any other circumstances that are beyond the parties' control and which affect the parties' possibilities to fulfill the Contract (hereinafter "Force Majeure"). Any circumstance referred to in this Clause whether occurring prior to or after the conclusion of the Contract shall give a right to suspension only if its effect on the performance of the Contract could not be foreseen at the time of the conclusion of the Contract.
b. A party claiming to be affected by Force Majeure shall forthwith notify the other party in writing on the intervention and on the cessation of any such circumstance. If Force Majeure prevents the Purchaser from fulfilling his obligations, he shall indemnify The Company for any expenses incurred in securing and protecting the Product and other expenses due to the suspension of the contractual obligations.
10) APPLICABLE LAWS AND DISPUTES
a. These Conditions and any contractual relationship between The Company and The Purchaser in connection herewith, shall be governed by the laws of the Province of Nova Scotia, CANADA, the seller's location of business.