Terms of sales

Entire Agreement.

These General Conditions of Sale (“Conditions”) are the conditions of sale of the products sold by Oak Leaf Inc. (the “Products”) with its principal place of business at 4222 av. Kensington, Montréal, (Québec) Canada H4B 2W1 (“Oak Leaf”) to the buyer thereof (the “Buyer”) and supersede and replace any prior agreement, understanding or arrangement between the parties, other than a written and signed contract, whether oral or written including any general terms and conditions of the Buyer. No modifications or additions to these Conditions shall be effective unless they are agreed to in writing by both parties.

Order cancellation or Modification.

Buyer’s written acceptation of Oak Leaf’s quote constitutes a binding order (the “Order”) which may not be cancelled or modified by Buyer without the written consent of Oak Leaf.

Price and Payment.

Unless otherwise stated in writing by Oak Leaf prices are in Canadian dollars. Prices are stated on the Order and are exclusive of any value added tax or any other taxes, duties or shipping costs, which are all payable by the Buyer. All invoices will be paid no later than the payment term stated in the Order. Time of payment shall be of the essence in all contracts between the Buyer and Oak Leaf. Oak Leaf reserves its right to charge interest on any overdue sums at the maximum rate permitted by law. Buyer shall not make any deductions, sett-offs, counterclaims or crossapplications against the invoice price. Oak Leaf reserves the right to suspend the supply of products to Buyer where either any amounts are overdue or Buyer has exceeded any agreed extension of credit. Any extension of credit by Oak Leaf is at Oak Leaf’s discretion and Oak Leaf reserves its right to, at its sole discretion, change such credit terms or request full or partial advance payments at any time. Oak Leaf, in its sole and absolute discretion, shall have the right to deduct, sett-off, counterclaim or crossapply any amounts owed by Oak Leaf to Buyer (or any person or entity affiliated with Buyer) to reduce any amounts due to Oak Leaf by Buyer or any person or entity affiliated with Buyer.

Title and Risk.

Buyer grants Oak Leaf a security interest and Oak Leaf reserves ownership in the Products until Buyer has paid all Products in full. Buyer will cooperate with Oak Leaf in whatever manner necessary to perfect and consents to recording such security interest and reservation of property. Notwithstanding the above, the transfer of risks to Buyer takes place at the moment of reception of Product by Buyer if Oak Leaf is responsible for the transportation and at the moment of reception by transporter if Buyer is responsible for transportation.

Delivery.

Unless otherwise stated in the Order, all Products shall be sold to Buyer DAP Oak Leaf location (Incoterm 2020). Delivery dates stated on the Order are best estimates only and are not binding onto Oak Leaf.

Limited Warranty.

Oak Leaf warrants that the Product will be free from significant defects in workmanship or materials for a period of 3 months from date of purchase with the exception of natural corks which are warrantied for a period of 6 months from date of purchase. Buyer expressly acknowledges that this warranty is the only warranty offered on the Product by Oak Leaf and Oak Leaf excludes and disclaims to the maximum extent permitted by law any other warranty (expressed, implied or provided by law) including any warranty of merchantability, fitness for a particular purpose and non-infringement. All Products which do not conform with this warranty shall be, at Oak Leaf’s entire discretion, either replaced or refunded. The colours may vary depending on the composition of the materials used. Oak Leaf does not guarantee absolute colour compliance with samples or previous shipments. Products are warranted only for one cycle of use, Oak Leaf disclaims any warranty claims for Products that have been used more than once. In addition, this warranty is invalidated in case of improper use, handling, storage or transportation. Any warranty claim must be made in writing accompanied by photos.

Indemnity.

Notwithstanding any provision to the contrary, under no circumstances will Oak Leaf’s total liability to Buyer exceed the price paid for the particular Product with respect to which losses or damages are claimed. In no event shall either party hereto be liable to the other for any special, incidental, exemplary, treble, multiple or enhanced damages, consequential, punitive or indirect damages, including lost profits, lost income, lost revenues, business interruption or diminution in value, whether considered in contract, in tort of otherwise, even if it has been advised of the possibility of the damages and regardless of any prior course of dealing between the parties. This disclaimer and exclusion shall apply even if the express warranty set forth above fails its essential purpose. Buyer acknowledges and agrees that Oak Leaf has set its prices and entered into the Order in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same forms an essential basis of the bargain between the parties.

Force Majeure.

Oak Leaf shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of Products being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Oak Leaf’s reasonable control including but not limited to an Act of God, war, pandemic, epidemic, government restrictions, riot, strike, lockout, perturbations in the maritime or land transportations, trade dispute or labour disturbance, accident, breakdown of plant machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting Oak Leaf’s normal supply of goods and services, manufacture or delivery of Products.

Default of Buyer.

Without prejudice to any other rights available to Oak Leaf and without any liability whatsoever to Oak Leaf, Oak Leaf may at its discretion, be entitled to cancel the Order, immediately and automatically suspend credit terms and switch from credit to cash in advance payment terms, suspend any deliveries and if the Products have been delivered but not paid for the price shall become immediately payable regardless of any previous agreement to the contrary, if any of the following occur:

i) Buyer does not pay any amounts when due;
ii) Buyer becomes insolvent;
iii) Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order, or becomes bankrupt, or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);
iv) an encumbrancer takes possession, or a receiver is appointed, over any of the property or assets of the Buyer;
v) the Buyer ceases, or threatens to cease, to carry on business; or
vi) Oak Leaf reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

Confidentiality.

Both Oak Leaf and Buyer shall treat as confidential, not disclose to third parties and not make use other than to fulfil their obligations under the Order, of any information exchanged by the parties in connection with the Order including, without limitations, the Conditions, for a period of five (5) years from the date of the Order.

Language

It is the express wish of the parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement.

Governing law.

The construction, validity and performance of the Order and these Conditions and all non-contractual obligations arising from or connected with the Order and these Conditions shall be governed by the laws of the province of Quebec, without regard to any conflict of laws provision. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts sitting in Montreal, Quebec.