Terms and Conditions
Our following terms of sale shall apply exclusively. Any conditions of purchase deviating from or contrary to our terms of sale shall only apply if expressly approved by us in writing. By placing an order, the buyer also accepts these terms for future business transactions.
Our offers are subject to change and non-binding.
Orders shall not be deemed accepted until a written confirmation has been sent or an invoice has been issued. Our terms of delivery and payment shall apply for the entire duration of the business relationship. Any terms of the buyer deviating from or contrary to our terms shall only apply if expressly approved by us in writing.
4. RIGHT OF WITHDRAWAL
A precondition for delivery is the unequivocal creditworthiness of the buyer. Should the seller, following the conclusion of the contract, become aware of circumstances which in his opinion cast doubt on the buyer’s creditworthiness in the amount of the contract value, in particular in case of a significant deterioration of the buyer’s financial circumstances, suspension of payment, a clearance sale, cessation of business, filing for insolvency, enforcement measures, cheque or bill protests, liquidation, transfer of business and similar circumstances, or in the event the buyer pledges his stock, receivables or purchased goods as security for other creditors or fails to pay due invoices despite a reminder, or in the event direct debit orders cannot be redeemed or a credit insurance policy of the buyer is rejected and/or terminated, then the seller shall be entitled to demand advance payments or securities or withdraw from the contract. Any agreed delivery periods shall be deemed suspended as of that point in time.
Our sales prices are net prices. They are subject to change and are ex works, not including taxes. With the issue of this price list all previous editions are not longer valid.
6. DELIVERY, SHIPPING INSURANCE
Any delivery times specified by us are approximate and non-binding. Partial deliveries are permissible. All deliveries, including partial deliveries, are at the risk of the buyer. This also applies for deliveries without shipping charges. We are not liable for any damage or loss during transport. With the consignment contract is an insurance up to a value of 100 CAD automatically concluded. At higher order values, it is to the customer to commission a remunerated insurance. Any delays in or obstacles to delivery not caused by us shall release us from the obligation of delivery without giving rise to any rights or claims against us on the part of the buyer. The minimum order amounts to 75 CAD net! For small orders below that amount we will charge a small order surcharge of 10 CAD.
7. INSTRUCTION COURSES
Should the speaker be prevented, or should the minimum number of participants not be reached, we reserve the right to cancel the event up to 10 days prior to the day of the event. In such cases the participants will be immediately notified and any course fees already paid will be reimbursed. Any further claims shall be excluded.
8. SHIPPING, DISPOSAL OF PACKAGING
The packaging will be charged at cost! Failing any agreement to the contrary, the method of shipping shall, at our discretion, be the least expensive method. Shipping shall be on account and at the risk of the buyer, even if he does not bear the transportation costs. All orders with a minimum value of 1,500 CAD will be shipped within the the Canadian provinces free of any additional shipping charges, with the exception of any surcharges that apply for certain geographical circumstances (e.g. island destinations) or express fees. Further exceptions count for bulky shipments (such as rolled materials, panels and the like)! We will charge a small order surcharge of 10 CAD for any orders with a net value of less than 75 CAD. It is incumbent on our commercial customers and hospitals to dispose of the packaging at their own expense.
9. PAYMENT TERMS
Our payment designation applies in our webshop, on quotations and invoices. All sorts of payment are ex paying agent of the seller. The time the seller’s account is credited shall determine whether payment was made in time. The buyer shall bear all discount and bank charges. We only accept discounts if all obligations from previous deliveries have been met. Should payment be delayed by more than two weeks, all receivables of the seller become due immediately. In the event of payment delays we reserve the right to charge dunning charges and, when applicable, interest above prime. We always employ a collection agency no later than after the final reminder, which results in further costs for the buyer. The seller shall not be not obligated to make further deliveries under any ongoing contract before all outstanding invoices, including interest in arrears and dunning charges, have been paid in full.
10. RETENTION OF TITLE
All delivered goods shall remain our property until paid in full. The goods may neither be pledged nor assigned as security until paid for in full. We shall be notified immediately of any third party seizure. Should the goods be resold to third parties, the receivables from such resale shall already be assigned to the seller in the amount still owed. If the goods are processed or mixed with other goods, the loss of rights shall be compensated. Upon conclusion of the contract, the buyer shall already assign to the seller his title in the new goods – where applicable, his partial title in the processed goods. Any assertion of retention rights shall not be deemed a withdrawal from the contract. The buyer shall bear the costs for interventions and the return of goods. In foreign countries, the buyer shall respect the seller‘s rights to retention of title. The buyer shall bear the costs for interventions and the return of goods, unless approved by us in writing. The buyer shall respect the seller‘s rights to retention of title. The buyer shall bear all costs incurred by us due to repossession of goods subject to retention of title. Should we assert our demand for surrender, we are entitled – notwithstanding the buyer’s payment obligation – to make the best possible use of the repossessed goods, including accessories, through private sale.
Any defects shall be reported to us in writing immediately after receipt of the shipment. Upon receipt, the shipment shall be inspected for completeness and any visible damage or defects. Our warranty obligations shall in particular expire if the delivered item has been altered by third parties or has been used together with third-party items in a combination not approved by us, provided the damage can be directly attributed thereto. Should the complaint be justified, we shall, at our discretion, provide a replacement or issue a credit note. Any other liability for defects or claims for damages shall be excluded.
Any returns generally require our prior approval. In case of returns, the buyer shall provide us with proof of receipt of the goods. An indication of the invoice number and date in form of a copy of the invoice shall be sufficient. In order to grant the buyer a credit for the returned goods, the goods must be returned in saleable condition (never worn, undamaged and unsoiled) and include the individual labels (model, size, batch). Any goods returned 3 months after the invoice date can no longer be accepted in exchange for a credit or be exchanged. Any exchange of specially-designed goods shall be excluded. This applies in particular goods, unless approved by us in writing.
13. EXCLUSIVE DISTRIBUTION RIGHTS
Written approval by our management is generally required to be granted exclusive and non-exclusive distribution rights in our products.
The buyer consents to the collection, processing and use of personal data, insofar as they concern the establishment, substance or change of a contract pursuant to the Canada’s Anti-Spam Law (CASL) as well as other privacy-related regulations. Perpedes‘ clients give their consent in accordance with the CASL as it is necessary for the processing or execution of an order or quotation. Your data will be handled in the strictest confidence and will not be disclosed to third parties. To process your order completely, we cooperate with service providers whom we provide with certain data (last name, first name, street) to fulfil the contract. These are service providers who deliver the orders. Within the scope of invoice processing, we also pass on the data to third parties for the processing of payments. All our service providers are obligated to use the data exclusively for the purposes stated above and not to disclose such data to third parties under any circumstances.
15. FINAL PROVISIONS, PLACE OF PERFORMANCE AND JURISDICTION
Should one of the provisions of these Terms & Conditions be or become invalid in whole or part, this shall not affect any other provisions. The parties hereby agree on such valid provision that as closely as possible reflects the economic purpose of the invalid provision. We point out that we process the buyer’s data received in connection with the business relationship within the scope of the Canadian Anti-Spam Law (CASL) irrespective of whether such data was received from the buyer himself or from third parties. Any collateral agreements are null and void unless expressly agreed to in writing by the seller. All legal relationships between the parties are subject civil and commercial law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
Toronto, January 2019
Place of performance and jurisdiction for both parties shall the ICDR Canada (International Centre for Dispute Resolution) under the Canadian Arbitration Association Arbitration Rules.