Terms and Conditions of Sale.

These terms govern sales to consumers (customers buying products for personal use outside of trade or business purposes) and to trade customers (customers buying products for use in a trade or for business purposes).

In this contract we are the Supplier (Cannadri Equipment Ltd.) and you are the Customer.

In addition, these Terms and Conditions do not affect any of your statutory rights where you are a person acting as a Consumer. As such, any provisions whose application excludes or restricts your statutory rights as a Consumer will, to the extent they do so, have no force or effect and shall be interpreted in such a way as to not exclude or restrict any mandatory consumer rights. 

1    SCOPE

1.1    These Terms and Conditions shall govern all contracts entered into by the Supplier and the Customer pursuant to which the Supplier shall sell and supply and the Customer shall purchase the Goods and/or the Services which are described in an Order Form, whether completed in paper format or on-line. In so doing, these Terms and Conditions are incorporated into each Order.

1.2    The latest version of these Terms and Conditions may be obtained at any time from our website: cannadri.ca  or by contacting us directly. The Customer accepts that the Supplier may update any and all of these Terms and Conditions from time to time by publishing an updated copy on its Website and/or by otherwise making updated Terms and Conditions to the Customer. The updated terms shall be effective from the date of publication on the Supplier’s Website or otherwise. 

“Business Day”	means a day other than a Saturday, Sunday or public holiday in Canada when banks are open for business.
“Charges”	means the charges of the Supplier for the Goods and/or Services as set out on the Order or, if not, the prevailing charges of the Supplier for such Goods and/or Services on the date on which the Supplier accepts the Order of the Customer.
“Confidential Information”	means all information in whatever form (including written, oral or electronic) that a reasonable person would consider to be of a confidential nature, other than any information that is or becomes generally available to the public (other than as a result of disclosure by a Party in breach of the Contract).
“Consumer”	means a Customer purchasing Goods for personal use outside of trade or business purposes.
“Contract”	means the contract between the Supplier and the Customer for the sale by the Supplier and the purchase by the Customer of Goods and/or Services which are set out in any Order which is placed by the Customer and accepted by the Supplier in accordance with and which incorporates these Terms and Conditions.
“Customer”	means the person who purchases the Goods and/or the Services from the Supplier as described in the Estimate/Order.
“Delivery Location”	means the address specified by the Customer at the time of placing the Order or (in the event that the Customer fails so to specify an address) to any address at which the Customer resides or carries on business.
“Equipment”	means any of the equipment (whether new, reconditioned or “sold as seen”) and associated ancillaries which is specified in an Order (including any options which may be selected by the Customer at the time of placing the Order).
“Force Majeure Event”	means any event beyond the reasonable control of a Party to the Contract, excluding any event that the affected Party, acting in accordance with best industry practice, could reasonably have been expected to have foreseen and taken steps to avoid the impact on the Contract.
“Fuel”	means any fuel of the type specified in any Order.
“Goods”	means any Equipment or goods sold.
“Goods Specification”	means the manufacturer’s published specification for the Goods prevailing at the time of the Estimate/Order.
“Intellectual Property Rights”	means all intellectual and industrial property rights, including patents, rights in Confidential Information, know-how, registered trademarks, registered designs, utility models, unregistered design rights, unregistered trademarks, rights to prevent passing off for unfair competition, copyright, database rights, topography rights, rights in inventions, discoveries or processes, throughout the world and including all registrations and pending registrations and applications and pending applications of the aforementioned.
“Order”	means a purchase order placed by the Customer with the Supplier for the supply of the Goods and/or Services specified therein.
“Party”	means the Customer or the Supplier, and “Parties” means both the Customer and the Supplier together.
“Services”	means any of the services which are referred to in the applicable Order and which shall be supplied by the Supplier to the Customer.
“Service Commencement Date”	means the date specified as such in the Estimate/Order.
“Service Specification”	means the description or specification for the Services provided in writing by the Supplier to the Customer and/or which may be described of the Supplier’s website.
“Supplier”	means CANNADRI  registered in British Columbia, Canada.
“Terms and Conditions”	means these terms and conditions, as amended from time to time.
“Warranty Period”	means the period specified in the Order in relation to each of the Goods or, if no period is specified, twelve (12) months from the date of purchase.
“Website”	means the website of the Supplier which may be accessed via the following url: www.cannadri.ca

 2    DEFINITIONS AND INTERPRETATION

2.1    When used in these Terms and Conditions, the following terms shall have the meanings ascribed to them below: 

2.2    The following rules of interpretation shall apply to the Contract:

(a)    a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b)    a reference to a “company” shall include any company, corporation or other body corporate, wherever and however incorporated or established;
(c)    unless the contract otherwise requires, words in the singular shall include the plural and vice versa; and
(d)    a reference to legislation or a legislative provision is a reference to it as amended, re-enacted or replaced and includes all subordinate legislation made under that legislation or legislative provision;
(e)    any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.     

3    BASIS OF AGREEMENT

3.1    The Customer’s Order constitutes an offer by the Customer to purchase Goods and/or Services from the Supplier in accordance with these Terms and Conditions.

3.2    The Order shall be accepted by the Supplier at the time that the Supplier signs accepts the Estimate/Order Form or otherwise communicates its acceptance of the Order to the Customer in writing (which may be communicated electronically via email), at which point and on which date the Contract shall come into existence.

3.3    Any Estimate given by the Supplier shall not constitute an offer, and is only valid for a period of thirty (30) days from its date of issue. The Supplier shall supply and the Customer shall purchase the Goods and/or Services in accordance with any written Estimate given by the Supplier which is accepted by the Customer within its period of validity. 

3.4   Online orders: we do NOT currently accept orders online. To place an order:
(a)    The customer must: properly fill out and submit the ‘Request a Quote’ form on cannadri.ca
(b)    The Customer will receive a confirmation email from the Supplier verifying the order. The confirmation email will include the invoice for the Order, including the Supplier’s accepted payment methods and details. 

(c)   Acceptance of the invoice, and payment submitted for the Order will warrant acceptance of this Offer and will be the Customer’s offer to the Supplier to purchase the applicable Goods and/or Services following which the Supplier may send the Customer a contract confirmation email. Payment submitted from the Customer to the Supplier therefore represents the acceptance of this Offer and the Order, including but not limited to the Terms and Conditions of Sale outlined in this Contract. At any time until the Supplier receives payment for the Order the Supplier may decline to accept the Order in its sole discretion and without giving any reason. The Supplier may also contact the Customer to clarify any of the contents of an Order. At the point the Customer sends payment for the Order and not before, a Contract will be formed between the Supplier and the Customer in relation to the Goods and/or Services detailed in the Order which shall incorporate these Terms and Conditions.
(d)    If the Supplier cancels any Order before a Contract is formed, the Supplier shall refund any Charges you have paid in connection with the applicable Order.

3.5    These Terms and Conditions shall apply to and be incorporated into the Contract to the exclusion of:
(a)    any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures, the Website or other materials are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them and do not form part of this Contract. 
(b)    any other terms and conditions that the Customer seeks to impose or incorporate at any stage of the ordering, delivery and/or contracting process (including any standard terms of the Customer);
(c)    any inconsistent terms and Terms and Conditions in, or referred to in, the Supplier’s written acceptance of the Order or any other documentation issued by the Supplier; and 
(d)    any terms or conditions which are implied by law, trade custom, practice or course of dealing (save for the condition implied by section 12 of the Sale of Goods Act 1979).

3.6    The Customer agrees that it is responsible for asking the Supplier any general comments or queries regarding the Goods and/or Services before placing an Order. However, the Customer accepts that the Supplier’s personnel are not consultants and are not able to provide the Customer with technical advice as to particular Goods or Services or in relation to any performance issues. Rather, if the Customer has any specific or technical queries, the Customer should address them to the Supplier in writing. The Customer further accepts that any response which the Supplier might provide to such queries will be given only to the best of the Supplier’s knowledge and belief and without any liability on the part of the Supplier, including as to the suitability of any Goods or Services for any particular usage. In so doing, the Customer further acknowledges that it has not relied on, and shall have no remedy in respect of, any statement, representation, assurance, warranty or understanding made or given by or on behalf of the Supplier (whether innocently or negligently) which is not expressly set out in writing and signed by an authorised signatory of the Supplier. If the Customer follows or acts on any advice or recommendation which is not so confirmed, it does so entirely at its own risk.

3.7    Any Order placed by the Customer shall, once accepted by the Supplier, be treated by the Supplier as a binding commitment to purchase the Goods and/or Services referenced in the Order in accordance with these Terms and Conditions. 

3.8    If the Supplier is unable to accept any Order, the Supplier shall inform the Customer of this in writing (including electronically) and will not charge the Customer for the applicable Goods or Services. If payment has been made by the Customer to the Supplier for the Order, and the Order has to be rescinded/cancelled, the Supplier will refund the Customer for the full amount paid within 30 business days and Contract may be considered null and void. Failure to accept an Order may be because the Goods are out of stock, because of unexpected limits on the Supplier’s resources which the Supplier could not reasonably plan for, because the Supplier has identified an error in the price or description of the Goods or Services, because of regulatory or compliance reasons, or because the Supplier is unable to meet a delivery deadline the Customer has requested. 

3.9    The Customer shall be responsible to the Supplier for ensuring the accuracy of any Order submitted by the Customer and for giving the Supplier any necessary information relating to the Goods or Services within a sufficient time to enable the Supplier to perform the Contract in accordance with its terms.

3.10    The Supplier reserves the right to offer to provide Goods and/or Services similar or comparable to those ordered by you if the Goods or Services which have been ordered by the Customer are not available. 

3.11    The Supplier is solely responsible for:
 
(a)    establishing that the Goods and/or Services ordered are adequate and suitable for the purpose for which they are required and no liability whatsoever is accepted by the Supplier should the Goods and/or Services not prove adequate or suitable for that purpose.

3.12    Any typographical, clerical or other error or omission in any sale literature, Estimate, pricelist, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

4    GOODS

4.1    The Goods shall be as described in the Goods Specification or manufacturer’s published specification (as applicable), copies of which are available from the Supplier on request.  

4.2.   To the extent that any of the Goods are to be manufactured or adapted in accordance with any requirements supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other [reasonable] professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with any requirements provided by the Customer. 

4.3   The Supplier reserves the right to amend the Goods Specification if required by:
(a)    any applicable statutory or regulatory requirement; or 
(b)    if the Goods Specification is altered by the manufacturer of the Goods,
including where (i) such changes are considered to be necessary to ensure that the Goods conform to any applicable safety or statutory requirements and/or (ii) minor modifications to the Goods Specification is considered necessary or desirable but without having any material adverse effect on the performance of the Goods.

5    DELIVERY 

5.1    Unless otherwise agreed in writing by the Supplier, the Supplier shall deliver the Goods by the means most convenient to the Supplier to the Delivery Location. 

5.2    If the Goods are to be delivered by the Supplier, the Supplier shall be entitled to add to the price of the Goods, a reasonable charge for packaging, delivery and the off-loading of the Goods. 

5.3    While the Supplier will use its reasonable endeavours to deliver the Goods or complete the Services by any date or within any period agreed upon, such dates and periods are estimates only given in good faith and the Supplier will not be liable for any failure to deliver the Goods or carry out the Services by such a date or within such a period. In particular, the Customer recognises and accepts that the ability of the Supplier to deliver some Goods may be adversely affected by issues within the applicable supply chain. The Supplier shall periodically update the Customer as such issues arise. Time for delivery shall not be of the essence of the Contract. 

5.4    The Supplier shall inform the Customer as to the date on which the Goods are dispatched and shall, where practicable, provide the Customer with details of the courier and, if available, any consignment/tracking number so that the Customer can track the progress of the delivery.  

5.5  The customer shall prepay all orders prior to shipment. Funds must be in Canadian dollars. 

5.6    The Supplier shall not be liable for any delay in delivery of any of the Goods or Services that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.7    Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Supplier to deliver any one or more of the instalments in accordance with these Terms and Conditions or any claim by the Customer in respect of any one or more instalment shall not entitle the Customer to treat the Contract as a whole as repudiated. 

5.8    If no person is available at the Customer’s address to take delivery and the products cannot be left, the Supplier or its delivery agent shall leave instructions informing the Customer of how to rearrange delivery of the Goods (including any cost of redelivery) or how to collect the Goods from a local branch. 

5.9    If any the delivery of any of the Goods and/or the provision of any of the Services are delayed, postponed and/or cancelled due to a failure by the Customer to comply with any of its obligations under the Contract or if the Customer fails to collect any of the Goods on time, the Supplier shall have no liability to the Customer for late delivery. In addition, the Supplier may at its option:
(a)    arrange to redeliver the Goods to the Customer provided always that the Supplier reserves the right to charge the Customer for any redelivery at the Supplier’s additional standard charges from time to time; and/or
(b)    store the Goods until actual delivery (or collection by the Customer) and charge the Customer for the reasonable costs (including insurance) of storage; and/or 
(c)    the Supplier may suspend the applicable Order for any of the affected Goods or Services placed by the Customer without incurring any liability for any loss or damage arising therefrom, but without prejudice in any such case to rights accrued to the Supplier in respect of deliveries already made.
If the Contract requires the Customer to collect the Goods at the Supplier’s premises the Supplier shall notify the Customer of date from which the Goods shall be available for collection and the Customer shall arrange to collect the Goods within three (3) Business Days of the Supplier notifying the Customer that the Goods are ready for collection. 

5.10    Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to the Supplier within 1 day from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify the Supplier in accordance with this clause 6.10, the Customer shall not be entitled to reject the Goods and the Customer shall be bound to pay the price as if the Goods has been delivered in accordance with the Contract. 

5.11    The Customer may opt, at the time of placing an Order to collect the Goods from the Supplier.

5.12    If the Contract requires the Customer to collect the Goods at the Supplier’s premises the Supplier shall notify the Customer of date from which the Goods shall be available for collection and the Customer shall arrange to collect the Goods within three (3) Business Days of the Supplier notifying the Customer that the Goods are ready for collection. 

5.13    Alternatively, some Goods may be available from certain depots, the Customer will be asked to confirm which depot it wishes to collect the applicable Goods from. The Customer accepts that:
(a)    it will only be able collect the applicable Goods from the selected depot if such Goods are available at that depot
(b)    in the event that the Customer’s selected depot does not have the Goods available for collection, the Customer will be given the option to collect the Goods from the next nearest depot(s) where availability exists; and
(c)    where Orders for multiple Goods cannot be fulfilled by a single depot, the Supplier will present the Customer with the nearest depots that can fulfil any individual items and the nearest depot (if any) having availability for all of the Goods.
(d)    in the event that the Customer fails to collect the item before the time scales agreed to by both parties, the Supplier will no longer reserve these items and the Customer’s request will be cancelled.
(e)    the Supplier will provide confirmation of your request and the time by which collection must take place by email. 

5.14    In the event that any of the Goods are unavailable for whatever reason, the Supplier may suggest an alternative product and will inform the Customer of any price difference which the Customer may elect to purchase instead. The Supplier will not supply the Customer with an alternative product unless the Supplier receives instructions to do so from the Customer. If the Customer does not opt not to purchase an alternative product, the Supplier will refund the full value of the affected Goods and any applicable carriage charges.

5.15    The Supplier may deliver the Goods by instalments at the suppliers discretion, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.16  The Supplier shall record the delivery date, quantity and description of the Goods delivered (and Services provided) to the Customer, and such records shall, in the absence of evidence to the contrary, be deemed to be conclusive proof as to the date of delivery and the volume and type of Goods delivered (and Services performed). If the Customer believes that the information which the Supplier have recorded, and which is set out on the Customer’s delivery notice or invoice, is incorrect then the Customer must notify in writing providing full details of any disputed element(s) as soon as is reasonably practicable and, in any event within five (5) Business Days of the date of receipt of the relevant delivery note or invoice.

5.17    If the Customer becomes aware that the wrong or defective goods have been delivered then the Customer must stop using those Goods with immediate effect and notify us as soon as practicable regarding the same. We will contact you to arrange collection of the goods or to reach an alternative agreed solution appropriate to the circumstances.

5.18    Following receipt of a notice from the Customer in accordance with clause 6.21 the Supplier shall in its sole discretion, either (i) remove the relevant Goods and replace them with the correct Goods, or (ii) issue a credit note or refund to the Customer in respect of the relevant Goods.

5.19    The Goods the Customer orders will be delivered to the address specified in the order unless otherwise agreed in writing by the Customer and the Supplier.

5.20   Goods will be deemed to have been delivered once delivered to the Delivery Location and the Supplier will not be liable to the Customer for non-delivery of the Products. The Supplier does not need to satisfy itself that the person accepting delivery at the specified address is the Customer (or authorized by the Customer to accept delivery of the Goods).

5.21    Dates and times quoted for delivery are approximate only. The Supplier shall not be liable for any direct, indirect or consequential loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods.

5.22    Any liability to the Supplier for the non-delivery of Goods shall be limited to replacing the Goods within a reasonable time or issuing a respective credit note/ refund raised for such Goods. 

5.23    The quantity or content of any consignment of Goods as recorded by the Supplier upon dispatch shall be conclusive evidence of the quantity or content received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.

5.24    Time for the delivery shall not be of the essence. The Goods may be delivered by the Supplier in advance of the quoted delivery date. Bespoke orders will include a previously agreed upon lead time.

6  PROPER INSPECTION OF GOODS UPON DELIVERY

6.1 The Customer is responsible to properly and fully inspect the shipment BEFORE ACCEPTING THE GOODS FROM THE CARRIER to ensure no damage has been incurred during/upon delivery. Failure to inspect, and/or confirm the Goods have sustained NO damage upon delivery, will absolve the Supplier of all liability for any claims that may result from post-delivery discovery of damage.

7    QUALITY OF GOODS

7.1    The Supplier shall use reasonable endeavours to pass on to the Customer the benefit of any manufacturer’s warranty or guarantee relating to any Goods which are new. The Company shall inform the Customer of the terms and conditions contained in the applicable manufacturer’s warranty and shall include the serial number on the unit, and the purchase date in its invoice to the Customer.

7.2    Subject to the conditions set out below the Company warrants that the Goods which are new will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for:
(a)    the period set out in the manufacturer’s warranty.

7.3    In addition to any warranty provided by the manufacturer of the applicable Goods but subject always to clause 7.7, the Supplier warrants that, for the duration of the Warranty Period, the Goods shall:
(a)    conform in all material respects with their description;
(b)    be free from material defects in design, material and workmanship.

7.4    The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 7.1 if:
(a)    The issue relates to the error of the Customer in using the Goods;
(b)    any defect which arises as a result of the Customer’s (or any third party’s) negligence;
(c)    the Customer makes any further use of such Goods after identifying that there is any issue with the applicable Goods;
(d)    the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
(e)    the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
(f)    the Customer alters, modifies, mishandles or repairs such Goods without the prior written consent of the Supplier;
(g)    the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(h)    the Goods differ from their description or the Goods Specification as a result of changes made by the Customer for any reason.

7.5    Except as provided in this clause 7, the Supplier shall have no liability to the Customer in respect of any failure of the Goods or Services to comply with the warranties set out in clauses 7.1 and 7.6. 

7.6   These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

7.7  No warranty is offered in respect of services.

8    CUSTOMER’S OBLIGATIONS

8.1    The Customer shall:
(a)    ensure that the terms of the Order are complete and accurate;
(b)    co-operate with the Supplier in all matters relating to the supply of the Goods and Services;
(c)  provide all requisite instructions, documents, information, licences and authorisations required for or relevant to the delivery of the Goods and/or the Services to enable delivery to take place; provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to deliver the Goods and to provide the Services including allowing and/or procuring sufficient access to and from the Delivery Location and procure sufficient loading space, facilities, equipment and access to power supplies and utilities which are required for the delivery of the Goods and/or Services; 

 (e)    prepare the Customer’s premises for the supply of the Services;
(f)    obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(g)    comply with all laws, including health and safety laws which are applicable to its use of the Goods and Services;
(h)    keep all materials, equipment, documents and other property of the Supplier at the Customer’s premises in safe custody at its own risk, maintain such materials in good condition until returned to the Supplier, and not dispose of or use any such materials other than in accordance with the Supplier’s written instructions or authorisation; and
(i)    comply with any additional obligations as set out in the Service Specification and the Goods Specification; and

8.2    With regard to any deliveries of other goods the Customer shall:
(a)    accurately indicate the place of delivery and clearly notify any special delivery instructions or hazards when placing its order;
(b)    provide reasonable and safe access for the Company’s or the Company’s agent’s vehicles, employees and agents;
(c)    ensure that if, to effect delivery, the Company’s vehicle or carrier is required to leave the public highway, the surface of any drive, access road or similar (and any man-lids or ducts) is capable of accepting heavy goods vehicles; 
(d)    provide at the delivery point and at its own expense relevant, adequate, safe and appropriate assistance, equipment, facilities, supplies and access for the Company’s employees or agents in accordance with the demands of applicable legislation, as the Company shall reasonably require and as required to allow the Company’s employees or agents to operate safely;
(e)    ensure that where electric or other forms of controlled gates are present at its property, they do not close on the Company’s carrier delivery vehicle or its equipment;
(f)    not allow any smoking or naked lights, nor permit any stoves, electric or gas fires or radiators to function in the vicinity of the delivery area or in proximity to a tank or inlet pipe into which the Fuel is being delivered or a vent pipe connected to such tank;

8.3    If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation:
(a)    without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Contract until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b)    the Supplier shall not be liable for:
(i)    any failure or delay in delivery as a result of the Customer failing to comply with any of its obligations; and
(ii)    any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 8.3; and
(c)    the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from any failure by the Customer to comply with its obligations.

8.4    The Customer will fully indemnify the Company on demand for any costs, losses, damages, proceedings, claims or expenses whatsoever suffered by the Company arising out of or in connection with any breach by the Customer of any of the provisions of this clause 8.

9    CHARGES AND PAYMENT

9.1    The Charges for Goods and Services:
(a)    shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier’s published price list as at the date of the order; 
(b)    shall not be determined by the prices contained in the Supplier’s catalogues, advertising material or pricelists which are only intended as a guide; and 
(c)    shall be exclusive of all value added tax, tariffs and customs duties and any costs and charges of packaging, insurance, transport of the Goods. Each of which shall be invoiced to the Customer in addition to the Charges.

9.2    The Supplier shall be entitled to increase its prices at anytime to take account of any increase in the cost to the Supplier of purchasing any goods or materials or manufacturing working on or supplying any goods (including but not limited to any such increase arising from any error or inadequacy in any specification, instructions or design provided by the Customer, any modification carried out by the Supplier at the Customer’s request or any change in exchange rates) and such increased prices ruling at the date of despatch by the Supplier shall be substituted for the previous Contract price. 

9.3    The Supplier shall not be responsible for any losses caused to the Customer by reason of fluctuation in currency exchange rates between the date when the Goods were ordered and when they are delivered.

9.4    The Supplier website and catalogue contains a large number of products and it is always possible that, despite the Supplier’s best efforts, some of the Goods listed on the Company Website or in the Company catalogue may be incorrectly priced.  The Supplier ordinarily verifies the Charges at the time of dispatch. If the correct price of any of the Goods is less than the Supplier’s stated price, the Supplier will charge the lower amount when dispatching the applicable Goods to the Customer.  However, if the correct price of any of the Goods is higher than the price stated on our Website or in our catalogue, the Supplier will normally and at its discretion, contact the Customer to inform the Customer of the correct price before dispatching the affected Goods (so that the Customer can opt to proceed with its Order at the correct price or cancel the Order prior to payment). Alternatively, at such time, the Supplier may reject the affected Order and will notify the Customer of such rejection. In addition, the Customer accepts that the Supplier is under no obligation to sell any Goods to the Customer at the incorrect (lower) price if the pricing error is obvious and unmistakeable and could have reasonably been recognised by either Party as a mis-pricing.

9.5   If the Customer orders any Goods for delivery outside of Canada, these Goods may be subject to import duties and taxes which are worked into the USD pricing. 

9.6    The Supplier reserves the right to:
(a)    increase the charges for the Goods on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index; 
(b)    increase the price of the Goods or Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods or Services to the Supplier that is due to:
(i)    any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(ii)    any request by the Customer to change the delivery date(s), quantities or types of Goods or Services ordered, or the Goods Specification or the Services Specification; or
(iii)    any delay caused by any instructions of the Customer in respect of the Goods or Services or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods or Services.

9.7    The Customer shall pay each invoice in full submitted by the Supplier: 
(a)    at the time of placing the Order. 

(b) Unless the Customer has otherwise agreed credit terms with the Supplier;
(c)    if the Customer has otherwise agreed credit terms with the Supplier, within thirty (30) days of the date of the invoice or otherwise in accordance with any other credit terms agreed by the Supplier and confirmed in writing to the Customer; and
(c)    in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

9.8    All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time. Where any taxable supply for tax purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid tax invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

9.9   If the Customer choose to pay any Charges using a credit card then the Supplier reserves the right to charge the Customer a reasonable card processing fee (as will detailed on your payment invoice) to cover the costs and fees which are levied by the credit card companies on the Supplier. Any credit card charge will be made clear to the Customer by the Supplier at the time of Order. There are no card processing charges in respect of payments made via debit cards.

9.10    The Customer shall pay all sums due to the Supplier under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.

9.11   If the Customer is a credit customer, the Supplier may set a reasonable credit limit for The Customer. However, the Supplier reserves the right to terminate or suspend any Contract if allowing it to continue would result in the Customer exceeding its credit limit, or the Customer has already exceeded the credit limit. 

10    INTELLECTUAL PROPERTY RIGHTS

10.1    All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier or, in the case of any Goods and associated products by the manufacturer or owner of any such products.

10.2    The Customer will acquire no intellectual property rights of any person or entity, and no intellectual property rights are licensed to Customer, either expressly or by implication, under this Agreement or as a result of the sale or transfer of the Goods to Customer under this Agreement.

10.3 Trademarks: The common law and registered trademarks displayed on the Site are owned or licensed by Cannadri Equipment Ltd.. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Site without the written permission of the owner of the trademark. Any use of any trademark displayed on the Site without the prior written permission of the owner of the trademark is strictly prohibited. 

10.4 The Site is owned and operated by Cannadri Equipment Ltd.. The content of the Site, including, but not limited to, the text and images on the Site, (the “Content”) is the copyrighted property of Cannadri Equipment Ltd. and no portion to the Content may be used in any manner, or for any purpose, without Cannadri Equipment Ltd.’s express written permission. Without waiving any of the foregoing rights, you may download one copy of the Content for your personal, non-commercial use, provided you keep any copyright notices included in the Content on your copy. Any use of the Content without Cannadri Equipment Ltd.’s prior written permission is strictly prohibited. 

11    LIMITATION OF LIABILITY: 

11.1    Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a)    death or personal injury caused by negligence;
(b)    fraud or fraudulent misrepresentation; and
(c)    breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

11.2 The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to comply with any of its obligations in clause 8.

11.3    Subject to clause 11.1 and clause 11.2, the Supplier’s total liability to the Customer in respect of all contractual and non-contractual claims shall not exceed the value of the Order. 

11.4    The Supplier shall have no liability for defective Goods if:
(a)    the Customer make any further use of such Good after notifying the Supplier of the defect;
(b)    the defect arises because the Customer failed to follow the Supplier’s or the manufacturer’s instructions as to the storage, installation, commissioning, use or maintenance of the Good or (if there are none) good trade practice (being generally accepted practice within your relevant industry with respect to the storage, installation, commissioning, use or maintenance of items that are the same as or similar to the Goods); or
(c)    the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.

11.5    The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications in clause 7 and clause 5. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3[, 4] and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

11.6    This clause 11 shall survive termination of the Contract.

11.7    The Supplier shall have no liability to the Customer for any:-
(a)    losses whether arising from breach of contract, tort (including but not limited to negligence), or otherwise, and whether flowing naturally and directly from such breach, negligence, or other cause, or not, for:
(i)    loss of revenue,
(ii)   loss of profit;
(iii)  loss of anticipated saving
(iv)  loss of goodwill; loss of reputation;
(v)   business interruption, loss of business, contracts and/or opportunity; and/or
(vi)  special damages, indirect losses and/or consequential losses.

11.8    The Customer shall indemnify and keep indemnified the Supplier against any liability suffered by the Supplier and arising from or due to the Supplier’s breach of contract, tort (including negligence) and/or any breach of statutory duty and/or any claim from a third party for injury to person or property arising from the Customer’s use or storage of the Goods or use of any Goods or Service other than in accordance with the Supplier’s written instructions.

12     CANCELLATION OF CONTRACT AFTER GOODS SOLD/DELIVERED

12.1     If the Seller has delivered the Products to the Buyer but the Buyer wants to cancel the Contract, as prescribed in clauses 16.1 and 16.2, the Buyer must retain possession of the Goods until the cancellation notice has been sent to the Seller within the relevant time limit. The Products cannot be used. The Buyer will be responsible for returning the Products to the Supplier at the Buyer’s own cost. The Products must be returned to the address in the definitions section. The Buyer must take reasonable care to ensure that the Products are not damaged in the meantime or in transit and return then in the packaging and condition they were delivered to the Buyer.

12.2     Unfortunately we cannot accept any mistakes made on your behalf due to incorrect buying if for example a product is not suitable for your requirement or you do not like the product. Hence a restocking charge may apply to the total purchase price paid plus any additional costs we may have incurred in the delivery and collection of the goods. Please also retain proof of insurance and posting as we will not accept any liability for goods lost or damaged in transit back to us. You must also email us in advance of any return and to obtain a returns number. We will not accept any goods being returned without a valid returns number clearly marked on the outside of the packaging as they will be refused on arrival. If on receipt of authorised returned goods we find the packaging, goods or that parts are missing, then we are entitled to make a charge for damaged or missing parts which may affect the amount that we refund to you.

12.3     If a product is faulty; we work closely with our manufacturer and approved suppliers to ensure a high standard of quality across our entire range of products. It is very rare for an appliance to develop a fault but sometimes things do go wrong.

Sometimes products perceived as being faulty could be a result of installation or setup. If that is the case we will do everything we can to try and troubleshoot the issue over the phone Sometimes we may ask a manufacturer or supplier to confirm the fault. This was we can work towards a solution with minimal disruption.

13    FORCE MAJEURE

Cannadri shall not be liable to you or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform any of obligations relating to the Contract, if the delay or failure was due to any cause beyond reasonable control including, without limitation:
13.1    Acts of God, fire, explosion, epidemic or flood;
13.2    War or national emergency;
13.3    Riot, civil commotion, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce);
13.4    Restraint or delays affecting carriers or inability or delay in obtaining supplies of adequate  – -suitable materials;
13.5    Import or export regulations or embargoes (including the failure of the Company’s suppliers to obtain any necessary export permits, licences or other authorisations);
13.6    Acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.

14    GENERAL

14.1    Assignment and other dealings
(a)    The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b)    The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

14.2    Notices.
(a)    Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i)    delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii)    sent by email to the address specified on www.cannadri.ca  
(b)    Any notice shall be deemed to have been received:
(i)    if delivered by hand, at the time the notice is left at the proper address;
(ii)    if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii)    if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 19.2(b)(iii), business hours means 8.00am to 5.00pm pst Monday to Friday on a day that is not a public holiday in the place of receipt.
(c)    This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

14.3    Severance.

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 14.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

14.4    Waiver.

No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

14.5    No partnership or agency.

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

14.6    Entire agreement.
(a)    The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b)    Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
(c)    Nothing in this clause shall limit or exclude any liability for fraud.

14.7    Third party rights. 
(a)    Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(b)    The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

14.8    Variation.

Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

14.9    Governing law.

The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Canada and its provinces.

14.10    Jurisdiction.

Each party irrevocably agrees that the courts of British Columbia, Canada and its Provinces which shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

15     PROPER LAW OF CONDUCT

The Contract shall be governed by the law of British Columbia, Canada and any dispute, question or remedy however-so arising determined exclusively by the Courts of Canada and its Provinces.