Sales Terms Canada / Quebec

All orders for product (“Product”) are subject to the written acceptance by Jefo Nutrition Inc. and/or its designated affiliates that form part of its group of companies selling the Product ("Seller”) and to credit approval. The complete agreement between Seller and buyer (“Buyer”) is contained herein and in such other document(s) agreed to in writing by Seller and Buyer (collectively. "Contract"). 

1. ACCEPTANCE AND PRICE: 

Except as stated therein, quotations are held open for thirty (30) days from the date on the quotation. Prices quoted will be firm for orders scheduled by Seller to be delivered within sixty (60) days after the quotation date: otherwise. Seller reserves the right to apply prices in effect at the time of delivery, including any surcharges applicable to the cost of production, distribution or storage of Product. Prices do not include sales, use, excise, tariffs or other similar taxes or government charges, and all such present and future taxes and charges will be paid by Buyer. Payment terms are as set forth in the Sale Confirmation / Acknowledgment. If any government action, order or request prevents Seller from adjusting or continuing in effect the price stated in this Contract. Seller shall have the right to cancel this Contract with respect to all or a portion a Product deliverable thereunder without any liability whatsoever. Each delivery of Product is a separate and independent transaction, and payment for each delivery shall be made accordingly. All payments are to be made in full and are not subject to set-off, recoupment, abatement, counter-claim or any other adjustment. 

2. DELIVERY:

Delivery to Buyer of Product, and corresponding transfer of title and of all risk of loss, shall occur upon Seller’s plant or other mutually designated facility (the “Delivery Point”). Delivery dates where stated are approximate. Buyer grants Seller a purchase money security interest in all Product delivered hereunder until full payment therefor has been received by Seller and shall execute such related documents as reasonably requested Seller reserves the right to pack the Product otherwise than as specified by Buyer but otherwise in a commercially reasonable manner Seller' s weights shall govern absent manifest error. 

3. RETURNABLE CONTAINERS: 

Except as provided below returnable containers, if any shall remain the property of Seller. Buyer shall pay a deposit fee, per container, to be determined from time to time by Seller. Upon Buyer returning such container freight prepaid within ninety (90) days from the date of invoice in good and fully reusable condition properly cleaned and without any residue of Product or any other materials such deposit will be returned. If any returnable container is not so returned, title and all responsibility with respect to such  container shall be deemed to have been transferred to Buyer at the Delivery Point and the deposit fee shall be non-refundable and shall be retained by Seller. 

4. EXCUSED NON-PERFORMANCE: 

(a) Seller shall not be liable for breach of any obligation directly or indirectly attributable to circumstances beyond Seller’s reasonable control.    Such circumstances include, but are not limited to acts of God, acts of Buyer, war, nots, accident, fires, explosions, floods, sabotage, terrorism, governmental tariffs imposition, laws, regulations, orders or action., national defense or security requirements, acts or failure to act  of  its suppliers  or other third parties, natural disaster,  weather  conditions,  or shortages  of or  inability   to  obtain   (as  and  when  required and upon Seller's usual terms and from  its  usual sources of  supply) suitable  or  sufficient energy,  labor,  machinery, facilities,  raw  materials, transportation, supplies or other  resources or services. Labor difficulties, strike, lockout or injunction shall be conclusively presumed   to be beyond Seller's   reasonable   control.   And accordingly, within the meaning and intent or this Paragraph 4. All or some of the quantities of Product deliverable under this Contract, or    other performance  by Seller that  is affected   by this  Paragraph   4  may in  the sole and  absolute discretion of Seller be eliminated   and/or  suspended  from  the operation   of  this  Contract   (with   the elimination and/or suspension of Buyer's corresponding obligations), but such Contract shall remain otherwise unaffected. 

(b)  In the event of inability for any reason to supply the quantity  of Product stated in this Contract,   Seller may, without  any liability, allocate its available supply among any  or all purchasers    as well as itself and its affiliates in any manner it chooses. 

(c) Seller shall have the right, without any liability to discontinue all or any of its performance obligations under this Contract if in its sole and exclusive good faith opinion, the manufacture, export, import, sale and/or use of the Product or any related component of process by it or any of its affiliates may infringe any patent or intellectual property right. 

5. PRODUCT SAFETY:

BUYER WARRANTS AND AGREES TO TRANSPORT, STORE, HANDLE, USE, DISPOSE OF AND OTHERWISE  DEAL  WITH PRODUCT SAFELY AND IN  STRICT COMPLIANCE WITH ALL LAWS AND REGULATIONS AND ALL APPLICABLE STANDARDS OF CARE,  INCLUDING IN A MANNER NO LESS STRINGENT THAN AS SET FORTH IN  SELLER'S LABELS, MATERIAL SAFETY DATA SHEETS AND OTHER SAFETY AND HEALTH INFORMATION. Seller does not warrant the safety of the Product or its use whether alone or in combination with any other substance or in any process. Buyer assumes all responsibility for warning its employees, customers and independent contractors of any hazards associated with the Product. Buyer agrees to indemnify defend and hold Seller harmless from any liability of whatever nature caused in whole or in part by Buyer’s failure to comply with this Contract. 

6. WARRANTY: 

SELLER MAKES NO WARRANTY OF, AND SHALL HAVE NO LIABILITY FOR MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE (EVEN IF SELLER IS AWARE OF SUCH PURPOSE) OR OTHERWISE WHETHER EXPRESS OR IMPLIED, OTHER THAN THE PRODUCT UPON DELIVERY TO BUYER AT THE DELIVERY POINT  SHALL MEET THE SPECIFICATIONS UNDER THIS CONTRACT. NO OTHER WARRANTY OR LIABILITY, EXPRESS OR IMPLIED, AND WHETHER ARISING BY OPERATION OF LAW OR CUSTOM SHALL APPLY BUYER AGREES TO INSPECT THE PRODUCT IMMEDIATELY UPON SUCH DELIVERY AND TO GIVE NOTICE IN WRITING TO THE SELLER OF ANY CLAIM WITHIN THIRTY (30) DAYS OF SUCH DELIVERY. FAILURE TO GIVE NOTICE IN WRITING AS AFORESAID WITHIN THE SPECIFIED TIME CONSTITUTES AN UNQUALIFIED ACCEPTANCE OF THE PRODUCT AND A WAIVER OF ALL CLAIMS WITH RESPECT THERETO. 

7. LIABILITY: 

Seller’s liability under this Contract shall be limited to the purchase price of the Product supplied (or to have been supplied) hereunder in respect of which damages are claimed.  All technical or other advice by Seller, whether or not at Buyer’s request, with respect to the Product its processing, further manufacture, other use or resale or otherwise, is given gratis by Seller and Seller shall not be liable for and Buyer assumes all risk of, such advice and the results thereof. OTHER THAN AS SET FORTH IN THIS PARAGRAPH 7, SELLER SHALL IN NO EVENT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, AND REGARDLESS WHETHER THE CLAIM IS BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE. Upon satisfactory proof of claim by Buyer, and as Buyer’s exclusive remedy. Seller will, within a reasonable time, supply Buyer with replacement product of the same or equivalent type, free of charge, freight prepaid or, at Seller’s option, refund the purchase price for the Product upon return of the Product or other delivered material, of the unused portion by the Buyer for replacements and returns for credit will not be allowed unless authorized by Seller in writing. 

8. LIMITATIONS OF ACTIONS:  

Except as otherwise provided in Paragraph 6. above, the right to commence a legal action arising out of or in connection with this Contract or the Product expires one (1) year after the cause of action has accrued.  Failure by Buyer to give written notice of a cause of action within such time period shall constitute a complete defense for Seller against all such actions. 

9. MANUFACTURING PROCESS AND CONFIDENTIAL INFORMATION: 

All manufacturing processes, designs, formulas, data, or other technical information of Seller or any of its affiliates relating to this Contract will remain Seller’s or its affiliates confidential property, and Buyer shall not have any rights thereto, nor any rights to disclose such items or information to any third party. Nothing in this Contract shall be construed (by implication, estoppel or otherwise) as granting, or as an undertaking by Seller to subsequently grant, to Buyer any license, right title or interest in or to any present or future patent, patent application, know-how, copyright, trademark, trade secret and without limitation any other proprietary rights whatsoever. 

10. BUYER’S CREDIT/COLLECTION: 

Seller reserves the right, among other remedies, either to terminate this Contract or to suspend further deliveries under it in the event Buyer fails to pay for any one delivery when payment is due. Should Buyer’s credit standing become unsatisfactory to Seller, in its sole and exclusive judgment, advanced cash payments or satisfactory security may be required by Seller for future deliveries and for Product(s) theretofore delivered.  Buyer shall be responsible for the payment of reasonable attorney’s fees and related costs and expenses incurred by Seller in (a) any claim or action by Seller to enforce this Contract and (b) successfully defending any claim or action by Buyer. 

11. EXPORT COMPLIANCE: 

Buyer warrants that it will not export or re-export any Product, other material, or information of Seller or its affiliates, in violation of expert-control or other customs laws or regulations. 

12. BINDING EFFECT/ASSIGNMENT: 

This Contract shall be binding on the successors and assigns of Buyer and Seller, provided, however, that Buyer shall not assign this Contract in whole or in part without the prior written consent of Seller. 

13. WAIVER/SEVERABILITY: 

(a) The failure of Seller to insist upon strict performance of any of the provisions of this Contract will not constitute a waiver of those or any other provisions.  No waiver by Seller shall be deemed to arise from any course of dealing or trade custom, and will only be effective if set forth in a separate writing, signed by Seller. 

(b) Should any provision of this Contract be deemed wholly or partly invalid, this shall have no effect on the validity of the remaining provisions. 

(c) Without limiting the generality of the foregoing, any purchase order or other document of Buyer containing provisions that are inconsistent with or in addition to this Contract shall not be binding upon Seller and Seller hereby expressly rejects them, regardless of any performance or receipt of payment. 

14. GOVERNING LAW-ARBITRATION:

This Contract shall be interpreted and enforced in accordance with the laws of the Province of Quebec, Canada, without regard to the United Nations Convention on the International Sale of Goods or other international treaty, rule or accord, and without regard to conflicts of law principles. All disputes, controversies and claims which may arise between the Seller and the Buyer with respect to any matter directly pertaining to this Contract shall be exclusively and finally settled by arbitration in Saint-Hyacinthe, Quebec in accordance with the provisions of articles 940 to 951.2 inclusive of the Code of Civil Procedure and articles 2638 to 2643 of the Civil Code of Québec; 

15. LANGUAGE: 

Seller and Buyer expressly agree that this Contract as well as all documents and notices issued hereunder or relating hereto will be in English.  Les parties ont expressément exigé que ce contrat, ainsi que tous documents et avis émis en vertu de celui-ci ou s’y rattachant, soient en anglais.