AGRI-CAN SUPPLY (“AGRI-CAN”) - STANDARD TERMS AND CONDITIONS
ARTICLE 1 SCOPE AND APPLICATION
1.1 Acceptance of delivery of Equipment or parts, or payment of any invoice, shall constitute acceptance of these Standard Terms and Conditions.
1.2 These terms and conditions govern all business dealings between Agri-Can Supply and Agri-Can Supply customers relating to the sale, purchase, transfer, warranty, and delivery of any parts and/or equipment sold by Agri-Can Supply (the “Equipment”). Without limiting the generality of the foregoing, these Standard Terms and Conditions applies to all transactions, negotiations, and arrangements concerning the Equipment or parts, including but not limited to: the terms of sale, payment, delivery, and acceptance; the provision and scope of any express or implied warranties; the procedures and conditions for returns, exchanges, or refunds; and any ancillary services or obligations arising from or in connection with the sale of the Equipment or parts. These Standard Terms and Conditions further apply to any amendments, modifications, or supplementary agreements relating to the Equipment or parts, whether entered into before, during, or after the initial sale transaction, and regardless of the customer’s own terms and conditions, if any.
1.3 In the event of any conflict or inconsistency between these Standard Terms and Conditions and any separate written agreement entered into between Agri-Can and the Customer, including any consignment agreement, the terms of such separate written agreement shall prevail to the extent of the conflict.
ARTICLE 2 PAYMENT TERMS
2.1 Payment for complete Equipment items shall be due within thirty (30) days from the date of invoice (“Net 30”). Any account not paid in full by the last day of the month following the issued invoice shall be deemed overdue.
2.2 Payment for Equipment parts sold separately from complete Equipment items shall be due on the fifteenth (15th) day of the month following the date of shipment (“Net 15th”).
2.3 Overdue accounts shall accrue interest at a rate of 2.916% per month, compounded monthly (equivalent to thirty-five percent ( 35%) per annum of interest), until paid in full.
2.4 All prices and charges for Equipment and parts are exclusive of any applicable federal, provincial, state, local, or other taxes, duties, levies, or assessments, including but not limited to sales, use, excise, value-added, goods and services, and other similar taxes (collectively, “Taxes”). The customer shall be solely responsible for the payment of all Taxes arising from or in connection with the purchase, sale, delivery, or use of the Equipment or parts. If Agri-Can is required by law to collect or remit any Taxes on behalf of the customer, such Taxes shall be invoiced to and paid by the customer in addition to the purchase price
ARTICLE 3 Sales and pricing
3.1 All sales are made FOB (Free On Board) Edmonton, Alberta, unless otherwise agreed by the parties in writing.
3.2 Pricing for Equipment or parts that have not been sold or invoiced must be confirmed by the parties prior to completion of the sale.
3.3 Agri-Can reserves the right to adjust prices at any time prior to acceptance of an order. Once an order is accepted, prices shall remain firm and binding, except where any adjustment is mutually agreed to in writing by both parties.
ARTICLE 4 RETURNS AND REPAIRS
4.1 Parts may be returned only if they are unused, uninstalled, in their original, unopened packaging, and accompanied by a valid Return Authorization Number (“RAN”) issued by Agri-Can. All returned P arts are subject to inspection and approval by Agri-Can, whose decision shall be final.
4.2 Special order parts, bearings, seals, belts, and all whole Equipment or parts are strictly non-returnable, except where Agri-Can has provided express written authorization for return.
4.3 All returns authorized in writing by Agri-Can are subject to a restocking fee equal to twenty percent (20%) of the original invoiced price.
4.4 All freight charges associated with the return of goods must be prepaid by the customer. Agri-Can will not accept any collect shipments or assume responsibility for return freight costs.
4.5 For a period of one (1) year, Agri-Can may, at their sole discretion, repair any used or damaged Equipment upon receipt of a repair request from a customer. Any costs associated with the repair of Equipment will be borne solely by the customer, including but not limited to, the costs of shipping, handling, parts, and labour.
ARTICLE 5 ARTICLE 5 WARRANTY
5.1 All warranties applicable to the Equipment or parts are provided exclusively by the equipment manufacturer where warranty coverage is limited to defects in materials or workmanship arising from the manufacturing process. No additional warranties, express or implied, are provided by Agri-Can unless otherwise agreed to by the parties in writing.
5.2 Any warrantable requests must be directed to the manufacturer by Agri-Can and not the customer directly. Upon receipt of a warrantable request by the customer, Agri-Can shall make reasonable efforts to obtain coverage from the manufacturer for the warranty of the Parts or Equipment.
5.3 The standard manufacturer warranty period is twelve (12) months from the date of delivery of the Equipment or parts to the end user, unless otherwise specified by the manufacturer.
5.4 Labour costs associated with approved warranty repairs will be reimbursed at the manufacturer’s current shop labour rate. Travel time and mileage are not covered under this warranty policy.
5.5 Minor cosmetic scratches, blemishes, or other superficial damage that does not affect the functionality or performance of the Equipment or parts are expressly excluded from warranty coverage.
5.6 The customer is solely responsible for all inbound and outbound freight costs incurred in connection with warranty claims.
5.7 All warranty claims require pre-approval from Agri-Can Supply. Agri-Can Supply will issue a written approval or denial of the claim within thirty (30) days of receipt of a complete claim submission.
5.8 To be eligible for consideration, warranty claims must include the following documentation and information: a completed warranty claim form, relevant invoices, customer contact details, purchase date, date of failure, Equipment or parts model and serial number, a description of the work in progress at the time of failure, and a detailed explanation of the defect.
5.9 Warranty registration cards must be completed and submitted to Agri-Can within thirty (30) days of the sale of the Equipment or Parts in order to validate warranty coverage.
ARTICLE 6: Consignment
6.1 All consigned farm Equipment or Parts (the “Consigned Equipment”) shall remain the sole and exclusive property of Agri-Can at all times. Title to and ownership of the Consigned Equipment shall not pass to the customer or any third party unless and until Agri-Can has received full payment for such equipment in accordance with the terms of sale. The customer shall not represent to any person that it has any right, title, or interest in the Consigned Equipment other than as a consignee. Refer to the separately signed Consignment Agreement for full details. Nothing in these Standard Terms and Conditions shall be deemed to create a consignment relationship absent a duly executed written Consignment Agreement, as well as a clear, duly executed agreement on the price of the goods being consigned. No Consignment shall be permitted without entry into Agri-Can’s form of Consignment Agreement.
ARTICLE 7 Damages and shortages
7.1 All shipments are inspected for accuracy and visible damage prior to dispatch. Title and risk of loss or damage to the goods shall transfer to the customer immediately upon acceptance of the shipment by the carrier at Agri-Can’s shipping facility, regardless of which party arranges or pays for transportation. Agri-Can shall have no liability for any loss, damage, or shortage occurring after the goods have been accepted by the carrier. All claims for loss, damage, or shortage must be made directly by the customer to the carrier in accordance with the carrier’s claims procedures. Any concealed or hidden damage or shortage must be reported in writing to Agri-Can within ten (10) days of receipt of the Equipment or parts; failure to provide such notice within this period shall constitute irrevocable acceptance of the goods and waiver of any claims against Agri-Can.
Article 8 LIMITATION OF LIABILITY AND DISPUTE REPORTING
8.1 Agri-Can’s total aggregate liability to the Customer, whether arising in contract, tort (including negligence or gross negligence), strict liability, misrepresentation (whether negligent or innocent), breach of statutory duty, equity, or otherwise, shall be strictly limited to the amount actually paid by the Customer to Agri-Can for the specific goods or services giving rise to the claim. Under no circumstances shall Agri-Can be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including without limitation loss of profits, loss of revenue, loss of use, loss of business opportunity, downtime costs, replacement costs, or damage to other equipment or property, regardless of the legal theory asserted and even if Agri-Can has been advised of the possibility of such damages.
8.2 All disputes, invoice discrepancies, or claims of any nature relating to the goods or services supplied by Agri-Can must be reported to Agri-Can in writing within fifteen (15) days of the Customer’s receipt of the applicable goods or services. Failure to provide such notice within this period shall constitute final acceptance of the goods and services and a full and irrevocable waiver of any related claims, to the fullest extent permitted by law.
ARTICLE 9 REMEDIES
9.1 On default of payment:
(a) All indebtedness of the Customer to Agri-Can, whether matured or unmatured, shall immediately become due and payable, without notice or demand, at the option of Agri-Can;
(b) Agri-Can may enforce against the unpaid invoices by any method provided for in these Standard Terms and Conditions, or as otherwise permitted bylaw or in equity, and, without limitation, may dispose of the Equipment or parts by sale or deferred payment; Agri-Can may engage a debt recovery company to seize or otherwise take possession of the Equipment or parts or any part thereof and see the same by public or private sale at such price and upon such terms as Agri-Can in its sole discretion may determine and the proceeds of such sale less all costs, charges and expenses of Agri-Can (including costs as between a solicitor and his own client on a full indemnity basis) shall be applied on amounts owing to Agri-Can and the surplus, if any, shall be disposed of according to law;
(c) Before, during or after realizing on the Equipment or parts, Agri-Can may recover and enforce judgment against the Customer for amounts owing to Agri-Can and all cost, charges and expenses reasonably incurred by Agri-Can (including, without limitation, costs as between a solicitor and his own client on a full indemnity basis) in recovering or enforcing judgment against the Customer; and
(d) The Customer grants to Agri-Can a continuing security interest in all Equipment and parts supplied, and all proceeds thereof, to secure payment of all indebtedness. The Customer authorizes Agri-Can to register financing statements under applicable personal property security legislation.
ARTICLE 10 DEFICIENCY
10.1 If Agri-Can realizes on the Equipment or Parts and the realization is not sufficient to satisfy all the amounts owing to Agri-Can, the Customer acknowledges and agrees that the Customer shall continue to be liable for any amounts remaining outstanding to Agri-Can and Agri-Can shall be entitled to pursue full payment thereof.
ARTICLE 11 NOTICE
11.1 Any Notice or demand required or permitted to be made or given by Agri-Can to the Customer may be validly served by leaving the same with, or by mailing the same by prepaid registered mail to, the Customer at his address as set out herein (or at such other address as the Customer may in writing notify Agri-Can of as the Customer's address for service under these Standard Terms and Conditions) or by leaving such notice with any officer or director of the Customer as shown on the records of Agri-Can, and in the case of mailing such notice or demand shall be deemed to have been received by the Customer on the third business day following the date of mailing. Notices may also be delivered by electronic mail to an address designated by the Customer and shall be deemed received on the date sent, provided no notice of delivery failure is received. Notice is permitted but not required for enforcement actions.
ARTICLE 12 GENERAL
12.1 No delay or omission by Agri-Can in exercising any right or remedy hereunder or with respect to any indebtedness shall operate as a waiver thereof or of any other right or remedy, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Agri-Can may remedy any Default by the Customer hereunder in any manner without waiving the Default remedied and without waiving any other prior or subsequent Default by the Customer. All rights and remedies of Agri-Can granted or recognized herein are cumulative and may be exercised at any time and from time to time independently or in combination.
12.2 The Customer waives protest of any Instrument constituting Equipment or parts at any time held by Agri-Can in which the Customer is in any way liable and notice of any other action taken by Agri-Can.
12.3 These Standard Terms and Conditions shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrator, successors and assigns. In any action brought by an assignee of these Standard Terms and Conditions and the Security Interest or any part thereof to enforce any rights hereunder, the Customer shall not assert against the Assignee any claim or defence which the Customer now has or hereafter may have against Agri-Can.
12.4 If more than one Customer executes these Standard Terms and Conditions the obligations of such Customers hereunder shall be joint and severable.
12.5 No modification, variation or amendment of any term of these Standard Terms and Conditions shall be binding or effective unless made by written agreement, executed by the parties hereto and no waiver of any term hereof shall be binding or effective unless in writing.
12.6 These Standard Terms and Conditions are in addition to and not in substitution for any other agreements, securities or Security Interests now or hereafter held by Agri-Can and all such other agreements, securities and Security Interests shall remain in full force and effect.
12.7 The headings used in these Standard Terms and Conditions are for convenience only and are not to be considered part of these Standard Terms and Conditions and do not in any way limit, explain or amplify the terms of these Standard Terms and Conditions.
12.8 Agri-Can shall not be liable for any failure or delay in the performance of any of its obligations under these Standard Terms if such failure or delay is caused, in whole or in part, by any event or circumstance beyond the reasonable control of Agri-Can, including but not limited to acts of God, fire, flood, earthquake, pandemic, war, terrorism, civil commotion, government action, embargo, labor dispute, or interruption or failure of utilities or transportation services (each, a “Force Majeure Event”). In the event of a Force Majeure Event, Agri-Can’s obligations under these Standard Terms and Conditions shall be suspended for the duration of the Force Majeure Event, and the time for performance shall be extended accordingly. Agri-Can shall not be required to procure goods or services from alternative sources or otherwise mitigate the effects of the Force Majeure Event. Agri-Can shall provide notice to the customer of the occurrence of a Force Majeure Event as soon as reasonably practicable. Under no circumstances shall the Customer be entitled to terminate the purchase of Equipment or parts or claim damages or other relief as a result of any delay or non-performance by Agri-Can due to a Force Majeure Event.
12.9 When the context so requires, the singular shall be read as if the plural were expressed and vice versa and the terms hereof shall be read with all grammatical changes necessary dependent upon the person referred to being a male, female, partnership or corporation.
12.10 If any terms of these Standard Terms and Conditions, as amended from time to time, shall be deemed invalid, void or unenforceable in whole or in part by any court of competent jurisdiction, the remaining terms of these Standard Terms and Conditions shall remain in full force and effect.
12.11 Nothing herein contained shall in any way obligate Agri-Can to grant, continue, renew or extend time for payment of the Indebtedness.
12.12 These Standard Terms and Conditions are to be treated as negotiable.
12.13 These Standard Terms and Conditions are deemed to be received by the customer upon receipt of any goods or services from Agri-Can Supply.
12.14 Neither the execution and delivery nor the registration of these Standard Terms and Conditions shall for any reason whatsoever obligate or bind Agri-Can to advance any moneys, or having advanced a portion obligate Agri-Can in any way to advance the balance thereof; but nevertheless the lien and charge created and secured hereby shall take effect forthwith upon execution of these Standard Terms and Conditions and shall operate as security for the actual amount of all the debts and liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by the Customer to Agri-Can or remaining unpaid.
ARTICLE 13 GOVERNING LAW AND JURISDICTION
13.1 These Standard Terms and Conditions shall be interpreted in accordance with the laws of the Province of Alberta, and the Customer irrevocably agrees that any suit or proceeding with respect to any matters arising out of or in connection with these Standard Terms and Conditions may be brought in the courts of the Province of Alberta or in any court of competent jurisdiction, as Agri-Can may elect, and the Customer agrees to attorn to the same.