Updated on June 17, 2024
These Terms and conditions of purchase (as defined herein) apply as of the Effective Date (as defined herein) to any Order (as defined herein) placed by LES EMBALLAGES CARROUSEL INC. (« CARROUSEL ») with the Supplier (as defined herein). In case of contradiction between the terms of these Terms and conditions of purchase and those contained in any Order, the terms contained in the Order shall prevail. CARROUSEL and the Supplier are hereinafter referred to individually as a “Party” and collectively as the “Parties”.
1. DEFINITIONS
“Terms and conditions of purchase” collectively means these general terms and conditions of purchase, as amended from time to time by the Parties as provided herein.
“Supplier” means the person identified as such in any Order.
“Effective Date” means the date of the Supplier’s acceptance of the first Order placed by CARROUSEL with the Supplier.
“Order” means any Order placed by CARROUSEL with the Supplier to which these Terms and conditions of purchase apply.
“Products” means the products provided to CARROUSEL by the Supplier in connection with any Order.
2. SCOPE
These Terms and conditions of purchase contain the contractual terms governing the sale and purchase of the Products. By accepting the Order, the Supplier acknowledges having read and understood these Terms and conditions of purchase and agree to abide by and comply with its provisions.
3. PAYMENTS
CARROUSEL agree to pay to the Supplier the price indicated in any Order, together with all applicable taxes according to the payment terms specified in the Order.
4. DELIVERY, RISK AND OWNERSHIP
4.1. The delivery and risks of loss of the Products are the responsibility of CARROUSEL or the Supplier, as specified in each Order.
4.2. The Products become the property of CARROUSEL when it takes possession and control of the Products on each delivery.
5. WARRANTY
The Supplier warrants that the Products comply with all applicable Federal, and Provincial laws and regulations, that they are marketable, of good quality and free from any apparent or latent material or manufacture defect.
6. INDEMNIFICATION
The Supplier agrees to indemnify CARROUSEL from any claim or lawsuit by a third party relating to the resale of the Products by CARROUSEL, including in case of non-compliance with applicable laws or defect of the Products and agree to hold CARROUSEL harmless from any such claim or lawsuit.
7. LOGISTIC GUIDELINE
The Supplier will comply with the terms and conditions if the Logistique Guideline related to the supply by suppliers in force at the time of any Order, as such guideline may be modified from time to time by CARROUSEL.
8. RETURN
CARROUSEL may return any Product in good condition and in its original packaging within one hundred and twenty (120) days of delivery, at CARROUSEL’s cost.
9. CANCELLATION
CARROUSEL may cancel any Order before delivery by transmitting a written notice to the Supplier.
10. GENERAL PROVISIONS
10.1. Entire Agreement. No declarations, representations, promises or conditions not included in these Terms and conditions of purchase or in any Order shall be admitted so as to contradict, modify or affect the provisions of these Terms and conditions of purchase and of any Order.
10.2. Scope. These Terms and conditions of purchase shall be binding upon and shall inure to the benefit of the Parties hereto, their successors and permitted assigns.
10.3. Governing Law. these Terms and conditions of purchase and those contained in any Order shall be governed and interpreted in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein and the Parties consent to and attorn to the exclusive jurisdiction of the courts of the province of Quebec, judicial district of Montreal, for all disputes or disagreements arising pursuant to this Agreement.