The sale of all goods and services by 3072312 Canada inc. (operating under “Duropac”) to the purchaser shall be subject to and governed exclusively by these terms and conditions of sale (these “Conditions”). Duropac’s acceptance of any order or other offer by the purchaser (whether in writing, by telephone or otherwise) for any goods or services shall be conditioned upon the purchaser’s assent to these Conditions. Such assent shall be deemed given upon the earlier of: (i) the purchaser ordering goods or services from Duropac based on a Duropac quotation, proposal or purchase order containing or referencing these conditions; or (ii) five (5) days after the purchaser’s receipt of these Conditions as contained or referenced in Duropac’s acknowledgement, bill of lading, invoice or any other writing (including, without limitation, electronic correspondence), unless, prior to the expiration of such five (5) day time period, the purchaser rejects these Conditions in their entirety (specifically referencing these Conditions) by delivering written notice thereof to Duropac.
i) Purchasers may place their orders by phone (toll free -877-362-2552), e-mail (customer@Duropac.com or Commande@duropac.com) or through the internet (www.duropac.com). Duropac offers their products within the limits of available stocks. Duropac reserves the right to refuse orders, notably in case of unpaid invoices, insolvency or limited quantity available. All sales are final.
ii) Duropac does its utmost to ensure deliveries in major metropolitan cities in Ontario and Quebec within two business days after receipt of an order. If you request a particular means of delivery different from that normally used by Duropac, additional cost might be billed to you. Risk of loss and damage to the goods will be transferred to you on delivery.
iii) Payment is due in full by credit card (American Express, MasterCard, Visa) or bank transfers (“Interac™“ available) before goods are dispatched. Whenever credit has been approved and unless agreed otherwise, invoices are due and payable in 30 days of issue.
i) When a purchaser signed a quotation, proposal or purchase order, the following information is considered as accepted and approved: product specification and sizes, prices, quantities, and estimate delivery lead time. On the day that Duropac receives the purchaser’s signature on a quotation, proposal or purchase order, it triggers the purchasing process with Duropac’s manufacturer and makes it impossible or/and difficult to change or/and cancel the order without penalties or cost impact.
ii) For the quantities approved on a quotation, proposal or purchase order, purchaser agrees that there may be a variance of actual quantity delivered of plus or minus fifteen percent (15%) - customer will be invoiced based on quantities shipped. Prices for all goods and services could be subject to customary adjustments, including, without limitation, adjustments based on changes in energy and raw material costs and are dependent on price in effect at the time of shipment. Adjustments are rare events that could happen beyond Duropac’s control. Duropac will advise before delivery as soon as possible the purchaser if such a rare event occurs.
iii) Production confirmation will not be confirmed unless the quotation, proposal or purchase order has been signed by the purchasers.
iv) 50% payment is required upon the signature of the quotation, proposal or purchase order – payment by credit card (American Express, MasterCard, Visa) or bank transfer (“Interac™“ available) are accepted. The final payment (50%) is required before delivery. Whenever credit has been approved and unless agreed otherwise, invoices are due and payable in 30 days of issue.
• It is the purchaser's responsibility to proofread all texts (spelling and grammatical), graphics and illustrations. Duropac will not be responsible for the mistake and will print as per the approved artwork / die line received and approved by the purchaser.
• Although Duropac provide information and direction on various government standards and regulations, it remains the purchaser's responsibility to ensure compliance with the regulations and labeling standards in force. Duropac will not be responsible for any non-compliance on the packaging.
• Before the purchaser approves the final proof, it is very important for them to check the size and the positioning of the drawing on the die line.
When Pantone™ color(s) is submitted with an approved artwork / die line, it guarantees color accuracy during printing.
Digital prints are printed in white and CMYK printing process. When Pantone™ colors are used, your document must be sent with the Pantone™ colors converted to CMYK. The colors will be printed according to the colors provided in your document – despite the rigorous digital printing quality control process in place, color variation may occur, due to graphic shade or tone. In addition, colors in digital printing may not match colors displayed on a monitor or printed on paper.For all printing methods, Duropac recommends supplying a physical printed proof to color match as well as requesting a printed proof from our pre-press department so that the purchaser can satisfy themselves that the colors are accurate and match their requirements.
All clerical errors, mistakes, inaccuracies, or omissions on quotation, proposal or purchase order could be subject to correction by Duropac. Errors, mistakes, inaccuracies, or omissions may relate to price, product description, availability, or otherwise. Duropac reserves the right to correct any error, inaccuracy, or omission, or to change or update the content without prior notice to the purchaser. Furthermore, Duropac reserves the right to refuse or cancel any orders (including without limitation any orders to contain any error, inaccuracy, or omission) at any time and for any reason whatsoever whether or not the order has been submitted, confirmed, and/or purchaser’s credit card has been charged. If purchaser’s credit card has been charged for the purchase and purchaser’s order is canceled by Duropac, Duropac shall promptly issue a credit to the purchaser’s credit card. Except for issuing such credit (if applicable), Duropac shall have no liability or obligation to purchasers with respect to any canceled order.
The purchaser shall not retain or withhold from Duropac any sum stated on any invoice for any reason whatsoever. Each invoice rendered by Duropac to the purchaser shall be deemed correct and binding upon the purchaser unless Duropac receives a written statement of objection within ten (10) days after such invoice is rendered. Interest shall accrue on all amounts remaining unpaid after the due date of one and one-half percent (1 1/2%) per month. If Duropac refers an invoice to legal counsel or any other party for collection, the purchaser shall pay on demand all of Duropac’s expenses of collection including, without limitation, reasonable legal fees and costs including fees and expenses of any expert retained by Duropac. To the fullest extent permitted by law, Duropac reserves the right at any time to suspend credit or to change the payment or credit terms provided herein or elsewhere when, in Duropac’s sole determination, the financial condition or business prospects of the purchaser so warrant.
Prices do not include sales taxes imposed by governmental authority on any transaction between Duropac and the purchaser and shall be promptly paid by the purchaser. In case of tax exemption, the purchaser shall furnish evidence of any sales tax exemption and shall warrant the validity and accuracy thereof.
Duropac will not pay or be liable for any penalty or damage for late delivery. Shipping date is approximate and is not guaranteed. All orders are subject to, and Duropac shall not be responsible or liable for, any delay or other failure directly or indirectly caused by or resulting from the following force majeure events: any foreign or domestic embargoes, seizures, acts of God, epidemic or pandemic, public health emergency, communicable disease outbreaks, famine, plague or other natural calamities, insurrections, wars, continuances of war, delays in or the lack of availability of goods, materials, ingredients or components from the company’s suppliers, delays in transportation, strikes, fires, floods, explosions or other accidents, action by any governmental authority, including without limitation the adoption or enactment of any law, ordinance, regulation, proclamation, ruling or order, directly or indirectly interfering with or rendering more burdensome the procurement, production, manufacture or delivery of goods and services hereunder, or any act or event beyond Duropac’s control either of the foregoing nature or of any other kind, nature or description.
PIt is agreed that the term “F.O.B.” is a price term only. All risk of loss or damage in transit shall pass to the purchaser upon the goods being placed into the possession of a carrier for shipment. Upon receipt of the goods, the buyer must inspect them upon receiving. The failure of the purchaser to inspect any particular shipment within twenty-four (24) hours after tender to the purchaser shall constitute a waiver of the purchaser’s rights to inspect that shipment and shall constitute an acceptance of such goods. All claims for shortages, defects or other non-conformity in goods delivered shall be made in writing by the purchaser to Duropac within five (5) days after their tender to the purchaser. Failure to notify Duropac in writing of any claim within five (5) days after tender to the purchaser shall constitute an irrevocable acceptance of the goods and an admission by the purchaser that the goods comply fully with all terms, conditions and specifications of the corresponding order. If the purchaser rejects any goods tendered, the purchaser shall fully specify all claimed defects and other non-conformity in the notice of rejection sent to Duropac within such five (5) day period. The failure to specify any particular defect or other nonconformity shall constitute a waiver by the purchaser of that defect or other nonconformity. If the purchaser rejects any tender of goods, the purchaser shall reship the goods to the place designated by Duropac, by express courier, within twenty-four (24) hours after receipt of an order to reship from Duropac.
Duropac’s liability for any claim of any kind, including any such claim relating to Duropac’s or its suppliers’ negligence, or for any loss or damage resulting from any contract for the sale of goods or services or for the performance or breach thereof or relating to the design, manufacture, sale, delivery, resale, installation, technical direction of installation, inspection, repair, operation or use of any goods, shall in no event exceed the price allocable to the goods or services or unit thereof which gives rise to any such claim, loss or damage. In no event shall any penalty or liquidated damages clause of any description be effective and binding upon Duropac unless specifically approved in writing by an executive officer of Duropac. In no event shall Duropac or its suppliers be liable for special, incidental or consequential damages, including in connection with or arising out of these terms and conditions or the use of the goods or services provided hereunder, including without limitation loss of profits or revenues, or any other commercial or economic losses of any kind, whether based on contract, tort (including theories of negligence, recklessness, strict liability, or defective product liability), or any other legal theory. Some jurisdictions do not allow limitation or exclusions of certain types of damages and/or of implied conditions or warranties. The limitations, exclusions and disclaimers set forth in these conditions will not apply only if and to the extent that the laws of competent jurisdiction require liabilities beyond and despite these limitations, exclusions and disclaimers. The purchaser acknowledges and agrees that the limitations, exclusions and disclaimers in these conditions constitute an essential element of the goods and services and that in the absence of such limitations, exclusions and disclaimers, the contract price would be substantially higher and could impact Duropac’s ability to offer and the purchaser’s ability to receive and use the goods and services in the purchaser’s jurisdiction.
The purchaser assumes all responsibility for testing the compatibility and capacity of their products or machines with goods sold by Duropac.
In connection with the sale of goods and services to the purchaser, Duropac may disclose to the purchaser confidential business information of Duropac, including, but not limited to, prices of goods or services and the names of Duropac’s suppliers of goods or services. The purchaser agrees to maintain the confidentiality of this information and not to disclose any of the information to third parties and not to use this information for any purpose unrelated to the sale of goods and services pursuant to these Conditions.
Any dispute, controversy, or claim arising out of or relating to these Conditions or the breach thereof or from the sale of goods or services by Duropac to the purchaser shall be resolved by final and binding arbitration administered by IMAQ (Institut de médiation et d’arbitrage du Québec) in accordance with its Quebec Arbitration Rules. The language of the arbitration shall be in French. All such arbitration proceedings shall take place in Montreal, Quebec, Canada. In the event there is any litigation relating to this paragraph requiring arbitration or any other matter that is found not to be subject to arbitration, then the parties irrevocably agree that jurisdiction and venue in any such lawsuit shall properly lie in a court of competent jurisdiction in the City of Longueuil, Province of Quebec, Canada.
In connection with any arbitration or litigation arising from the sale of goods or services by Duropac to the purchaser, the prevailing party shall be entitled to recover its reasonable legal fees and expenses from the non-prevailing party as part of the same arbitration or litigation; provided, however, if a party prevails on some, but not all, of its claims, such party shall be entitled to recover an equitable number of such fees, costs and expenses, as determined by the applicable arbitrator or court commensurate with its degree of success against the non-prevailing party.
In no event are goods to be returned without obtaining Duropac’s prior written permission. Duropac reserves the right to refuse any goods returned for credit without such prior written permission. Unless otherwise indicated by Duropac, all goods shall be returned F.O.B. point of delivery and all risk of loss or damage in transit shall not pass to Duropac the until delivery thereto. The amount of credit given to the purchaser by Duropac shall be fixed by Duropac in its sole discretion.
The terms of these Conditions shall be interpreted, and the rights and obligations of the parties hereto shall be governed and determined by the laws of the Province of Quebec applicable therein in the case of the sale of goods or services by Duropac.
Each party will comply with applicable federal, provincial and local laws, rules, ordinances and regulations, including, but not limited to, anti-corruption laws (“Applicable Laws”) in connection with the activities contemplated under these Conditions. In no event shall either party be obligated under these Conditions to take any action that it believes, in good faith, would cause it to be in violation of any Applicable Laws. The purchaser is responsible for ensuring compliance with Applicable Laws related to the receipt of the goods and services.
The purchaser represents, by placing any purchase order for goods or services or by accepting tender of goods that the purchaser is not insolvent as that term is defined in Bankruptcy and Insolvency Act R.S.C., 1985, c. B-3 under the Justice laws of Canada. In the event that the purchaser becomes insolvent before tender or delivery of the goods, the purchaser shall so notify Duropac in writing. Any failure to notify Duropac in writing shall be construed as a reaffirmation of the purchaser’s solvency at the time of delivery.