- Entire Agreement. These Terms and Conditions of sale (the “Contract”) embody the entire agreement between the person named below (“Purchaser”) and (“Canada Peptide”) with regard to the provision of the products specified in the attached invoice (“Products”) to the exclusion of all other terms and conditions (including any terms or conditions which the Purchaser purports to apply under any purchase order, or other document whatsoever and whenever).
2. Authorized Purposes. The peptides for sale here are SOLELY intended for laboratory and research use only (“Authorized Purposes”). Canada Peptide is supplying Products to Purchaser in reliance on Purchaser’s covenant that i) it will use the Products sole for Authorized Purposes and under no circumstances cause or permit the use of Products in humans or animals; ii) it will properly test, use and store any Products and for materials produced with Products, in accordance with the practices of any person who is an expert in the relevant scientific field of study and in strict compliance with all applicable state and federal laws and regulations now and hereafter enacted; iii) Purchaser will adopt and use all necessary safety precautions and will abide by all applicable laws in accordance with the use of Products or service provided by Canada Peptide; Purchaser will maintain an equivalent of greater academic certification, a Medical Laboratory Technologist or Technician, skilled, knowledgeable and experienced in the art of the safe handling and use of the Products; iv) Purchaser assumes all responsibility over using and storage of Products; v) Purchaser shall not supply or transfer to any person it has reason to believe would not comply with the foregoing. Any breach of this Condition 2 will preclude the Purchaser from purchasing any further Products from Canada Peptide, until such time as Canada Peptide is satisfied, in its sole discretion, that the Purchaser will not further breach this Condition 2.
3. Orders. Each order by Purchaser for Products (“Order”) shall be deemed to be an offer by the Purchaser to purchase Products subject to these Conditions. It is the Purchaser’s obligation to ensure that its Order is complete and accurate and placed by an authorised employee, agent or contractor only and to ensure that the delivery address complies with any regulatory, registration, and legal requirements in its location, in full. The quantity required must be in multiples as set out in Canada Peptide’s published price list. Any Orders NOT in these multiples will be rounded up to the nearest multiple. No Order placed by the Purchaser shall be deemed to be accepted by Canada Peptide and no Contract formed until dispatch of the Products to the Purchaser or (if earlier) confirmation of acceptance in writing. Any Order shall be accepted entirely at the discretion of Canada Peptide and Canada Peptide reserves the right to accept part only of any Order.
4. Delivery & Returns. Canada Peptide reserves the right to deliver all or any part of the Products in instalments at its discretion. Where delivery is by instalment, each instalment shall be treated as a separate Contract and will be invoiced separately. Ownership of Products transfers when the risk of their loss transfers. On delivery of the Products, the Purchaser will acknowledge receipt of the Products in writing. For the avoidance of doubt, the signature of any person working at the delivery address shall be proof that the Purchaser has accepted delivery of the Products in full. In the absence of any such acknowledgement of receipt, the quantity of any consignment of Products as recorded by Canada Peptide or its authorised representative on dispatch shall be conclusive evidence of the quantity received by the Purchaser unless the Purchaser can provide conclusive evidence proving the contrary.
5. Returns. Products may only be returned in accordance with these Conditions by the Purchaser to whom they were delivered. The Purchaser will be deemed to have accepted the Products and each delivery as being in accordance with the Contract unless the Purchaser has notified the person which delivered the Products of any claim that the Products are defective, missing or fail to conform with the Contract (a) within twenty-four hours of the date of expected delivery for a claim that Products are missing or for a delivery error claim relating to Products requiring temperature-controlled storage and within three Business Days of the date of delivery for all other claims; and (b) using the relevant and appropriate documentation provided by the person which delivered the Products stating the reason for the claim, the Purchaser name and address, the quantity of Products affected, a description of the Products affected (including, but not limited to strength and pack size), the invoice number and the date of the relevant invoice, failing which, the Purchaser shall not be entitled to make a claim and shall be bound to pay the price as if the Products had been delivered in accordance with the Contract and Canada Peptide shall have no liability for any loss, damage, defect or failure.
6. Liability & Dispute Resolution. The following provisions of set out the entire liability of Canada Peptide to the Purchaser in respect of any breach of the Contract and/or any representation, statement or tortious act or omission arising under or in connection with the Contract. If, following a claim that the Products are missing, Canada Peptide accepts liability for such claim, Canada Peptide shall at its sole discretion either deliver to the Purchaser Products which are in all respects in accordance with the Contract or issue a credit note to the Purchaser in respect of the invoice price of the missing Products less any additional discount or rebate that has been deducted or paid by Canada Peptide. Canada Peptide shall not be liable for any economic loss or loss of profit (direct or indirect), or any indirect, special or consequential loss or damage howsoever caused. The total aggregate liability of Canada Peptide for breach of Contract shall in no event exceed the price paid or payable by the Purchaser for the Products in respect of which the claim relates. Canada Peptide shall be under no liability under the Contract in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal storage conditions, failure to follow Canada Peptide’s or its authorised representative’s instructions (whether oral or in writing), misuse or alteration of the Products without Canada Peptide’s approval. In the event of a dispute or disagreement, the Parties irrevocably attorn to adjudication by arbitration, by a sole arbitrator appointed in accordance with Code of Civil Procedure (Quebec). The place of the arbitration will be Montreal, Quebec and held in the English language. The award of the arbitrator shall be binding upon both of the parties, both with respect to the substantive aspect of the dispute or disagreement and any costs awarded by the arbitrator. Quebec law shall govern this Contract.
7. Indemnification. Purchaser agrees to indemnify and hold Canada Peptide (Canada Peptide / Peptide Canada) harmless from all claims, expenses, losses and liability of any nature whatsoever arising out of Purchaser’s handling and or use of any Products. The Purchaser agrees to indemnify and hold harmless Canada Peptide its agents, owners, shareholders and employees, as the case may be, from and against any and all losses, damages and expenses, including legal fees and other costs of defending any action that Canada Peptide may sustain or which may occur as a result of any claim of negligence of contract or other claims or theories of law by himself, his officers, agents, or employees, his customers or other persons, whether direct or indirect in connection with the unsafe, improper or illegal use, or an unintended use of any Product or services provided.
8. General. Unless otherwise stated in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. If, for any reason, any provision of this Contract is declared invalid by a court of competent jurisdiction, that provision shall be considered separate and severable from this Contract, and the other provisions of this Contract shall remain in force and continue to be binding upon the parties as though the invalid provision had never been included in this Contract. The Purchaser shall not be entitled to assign, charge, subcontract or transfer the Contract or any part of it without the prior written consent of Canada Peptide. Canada Peptide may assign, charge, subcontract or transfer the Contract or any part or parts of it to any person. Canada Peptide may immediately suspend performance of the Contract, cancel any outstanding deliveries of the Products, stop any Products in transit or by notice in writing to the Purchaser terminate the Contract without liability to the Purchaser if: i) the Purchaser commits a material breach of any of its obligations under the Contract which is incapable of remedy or fails to remedy a breach of its obligations under the Contract which is capable of remedy, or persists in any breach of any of its obligations under the Contract after having been requested in writing by Canada Peptide to remedy or desist from such breach within a period of 14 days; or ii) the Purchaser enters into bankruptcy, individual voluntary arrangement, liquidation, receivership, administration or into a corporate voluntary arrangement or Canada Peptide has reason to doubt the credit worthiness of the Purchaser. Termination of the Contract for any reason shall be without prejudice to the rights and remedies of either party which may have accrued up to termination. Nothing in the Contract shall be deemed to have given the Purchaser a licence or any other right to use any of the intellectual property rights of Canada Peptide. The waiver by either party of any breach of the Contract shall not prevent the subsequent enforcement of that breach and shall not be deemed to be a waiver of any subsequent breach of that or any other provision. No waiver of these Conditions shall be effective unless written and signed by the party against whom enforcement of the waiver is sought.
CONTACT US
To learn more about our privacy practices, if you have any questions, or if you wish to file a complaint, please contact us by e-mail at [email protected], or by mail at the following address:
400-6500 Trans Canada Hwy, Pointe-Claire, Quebec, H9R0A5, Canada
