Updated on September 13, 2023
These Terms and conditions of sale apply as of the Effective Date to any Order placed with LES EMBALLAGES CARROUSEL INC. (« CARROUSEL ») by the Client. In case of contradiction between the terms of these Terms and conditions of sale and those contained in any Order, the terms contained in the Order shall prevail. CARROUSEL and the Client are hereinafter referred to individually as a “Party” and collectively as the “Parties”.
1. DEFINITIONS
“Terms and conditions of sale” collectively means these general terms and conditions of sale, as amended from time to time by the Parties as provided herein.
“Client” means the person identified as such in any Order.
“Effective Date” means the date of the Order’s acceptance, or the date indicated as such in the Order, as the case may be.
“Order” means any Order placed by the Client with CARROUSEL to which these Terms and conditions of sales apply.
“Products” means CARROUSEL’s products provided to the Client in connection with any Order.
2. SCOPE
2.1. These Terms and conditions of sale contain the terms of the legal agreement between the Parties governing the sale and purchase of the Products. By accepting the Order, the Client acknowledges having read and understood thee Terms and conditions of sale and agree to abide by and comply with its provisions, as well as all laws applicable to the sale, purchase and use of the Products.
3. PAYMENTS AND INTEREST
3.1. the Client agrees to pay CARROUSEL the price indicated in any Order, together with all applicable taxes (i) upon receipt; or (ii) according to the payment terms specified in the Order. Any unpaid balance will bear interest at the annual rate of 18%, calculated on a monthly basis, until full payment.
4. DELIVERY, OWNERSHIP AND RISK
4.1. The Client is responsible for all costs associated with the delivery, installation and removal, as the case may be, of the Products. Delivery and installation time are estimated and subject to change at CARROUSEL’s discretion.
4.2. Products remain the property of CARROUSEL until complete payment has been made. Notwithstanding the foregoing, the Client remains liable for the loss, partial or total, of the Products from the date of possession, if applicable, even if in case of force majeure.
5. WARRANTY
5.1. The Products will carry the warranty coverage provided by their respective manufacturers. There shall be no other warranties, express or implied, given by CARROUSEL with respect to any Product, including any warranty of merchantability or fitness for a particular purpose.
6. TERMINATION
6.1. CARROUSEL may terminate any Order (i) if the Client fails to comply with any of the provisions of the Order or these Terms and conditions of sale and such failure is not cured within a period of five (5) days from the date of transmission a notice to that effect; or (ii) immediately if the Client becomes bankrupt, disposes of its assets, makes a proposal to its creditors, or in general, avails itself of any law in favor of insolvent debtors.
7. LIMITATION OF LIABILITY
7.1. Except those attributable to its gross negligence or gross fault, CARROUSEL shall not be liable for damages, regardless of their nature, suffered by the Client in connection with the provision of the Products, including, but not limited to, those resulting from (i) the Client’s inaccurate or unclear information or instructions provided or misuse of the Products by the Client; and (ii) any default to the Products manufactured by suppliers.
7.2. Without limiting the generality of the foregoing, CARROUSEL, shall not be held liable for special, consequential or indirect damages including for (i) loss of income and profits; and (ii) loss of any business opportunity;
7.3. If CARROUSEL is liable, CARROUSEL’s maximum indemnity payable to the Client for any loss or damages resulting from any Order shall not exceed the amount paid by the Client to CARROUSEL under such Order.
8. GENERAL PROVISIONS
8.1. Entire Agreement. No declarations, representations, promises or conditions other than those set forth in these Terms and conditions of sale and those contained in any Order shall not be admitted so as to contradict, modify or affect the provisions of these Terms and conditions of sale and of in any Order.
8.2. Amendment. These Terms and conditions of sale may be modified from time to time by CARROUSEL and any such amendment shall take force only after the Client receives a written notice from CARROUSEL.
8.3. Scope. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their successors and permitted assigns.
8.4. Governing Law. These Terms and conditions of sale 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.