Terms and Conditions for Purchase of Products

General

  • These Ojiibik Inc. Terms and Conditions of Sale (these “Terms”) set forth the terms and conditions that govern the sale of Products by Ojiibik. 

  • These Terms, and the applicable Purchase Order and Invoice, comprise the entire agreement between the Customer and Ojiibik, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Customer’s general terms and conditions of purchase. 

  • Ojiibik and Customer may agree to amend or replace these Terms with a separate sales agreement (a “Bespoke Agreement”) and, upon entering into a Bespoke Agreement, to the extent of any conflict between the terms and conditions thereof and these Terms, the terms and conditions of the Bespoke Agreement shall prevail.

  • Capitalized terms used herein are defined in Section 28 of these Terms or elsewhere herein.

  • Ordering Process. 

  • Any price quotations for Products provided by Ojiibik to Customer are valid for a period of 30 days. 

  • Customer may place an order for Products by returning to Ojiibik a valid quotation signed by Customer (a “Purchase Order”). Customer may request an approximate delivery date at the time of submitting a Purchase Order; provided that, the actual delivery date shall be determined by the availability of Products from Manufacturers. 

  • By submitting a Purchase Order, Customer irrevocably agrees to and accepts these Terms.

Changes and Cancellations

  • All Purchase Orders are final and binding on Customer once submitted; provided that, Customer may cancel a Purchase Order within 24 hours of placing such Purchase Order by providing written notice to Ojiibik. 

  • Requests for changes or cancellations to a Purchase Order must be submitted in writing to Ojiibik and are subject to approval by Ojiibik, in its sole discretion. Ojiibik may, in its sole discretion, either (i) reject a Customer request for a change or cancellation; or (ii) charge Customer a cancellation fee and/or restocking fee. Ojiibik may, in its sole discretion, cancel any Purchase Order upon notice to Customer and, in such event, will return any amounts received from Customer for Products not delivered.

Price

  • Customer will purchase the Products from Ojiibik at the price set forth in the Purchase Order (the “Price”).

  • Unless otherwise stated in the Purchase Order, all Prices are exclusive of all harmonized sales tax, services tax, provincial sales tax and any other similar taxes, duties and charges of any kind on any amounts payable by Customer. Customer will be responsible for all such charges, costs and taxes in connection with its purchase of the Products.

Payment Terms

  • Upon acceptance of a Purchase Order by Ojiibik, Ojiibik will issue an Invoice to Customer. Unless otherwise specified in the Invoice, Customer will pay (i) 50% of the invoiced amount on the date of issuance of the Invoice; and (ii) the remaining 50% of the invoiced amount will be due and payable within 7 days following the date of delivery (or deemed delivery pursuant to Section 6(d)) of the Products at the Delivery Address. Notwithstanding the foregoing, Ojiibik reserves the right, in its sole discretion, to require payment of the entire Invoice in full upon the date of issuance of the Invoice (for example, on the basis of internal credit approval processes, required payment terms to Manufacturers, and Customer’s requested date of delivery). Customer will make all payments hereunder by wire transfer, Automated Clearing House (ACH), certified cheque, or bank draft and in Canadian dollars.

  • Customer will pay interest on all late payments at the lesser of (i) the rate of 1.5% per month; or (ii) the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer will reimburse Ojiibik for all costs incurred in collecting any late payments, including, without limitation, legal fees. In addition to all other remedies available under these Terms or at law (which Ojiibik does not waive by the exercise of any rights hereunder), Ojiibik will be entitled to suspend the delivery of any Products if Customer fails to pay any amounts when due hereunder.

  • Customer will not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Ojiibik, whether relating to Ojiibik’s breach, bankruptcy or otherwise.

Payment Options:

  1. E-transfer: accounting@ojiibik.ca

  2. EFT: BMO

    • Transit: 20692

    • Bank: 001

    • Account: 1990004

  3. Secure payments via Moneris: credit card, debit card, Apple Pay, and Google Pay. (Link available upon request). 

    Please note that a 4% processing fee is applicable if paying by this method.

Remittance address: 145 Tecumseth Street, Toronto, ON, M6J 2H5

Please be aware that all late payments will accrue interest at the lesser of (i) the rate of 1.5% per month; or (ii) the highest rate permissible under applicable law, calculated daily and compounded monthly.

Delivery and Installation

  • Confirmation of the actual delivery date for the Products will be communicated by Ojiibik to Customer once available. Ojiibik will arrange for the delivery of the Products to the Delivery Address through a Service Provider using Ojiibik’s standard methods for packaging and shipping such Products. The Products will be delivered to Customer in accordance with the terms of the Purchase Order, subject to availability of finished Products. Delivery and installation will occur at the Delivery Address during normal business hours (i.e. Monday – Friday 7:30 a.m. (EST) to 5:00 p.m. (EST)) unless otherwise agreed upon in writing. Customer will be responsible for all delivery, freight, and shipping costs. Additional fees may be charged by Ojiibik if Customer requests after-hour delivery and/or installation.

  • Ojiibik may, in its sole discretion, without liability or penalty, make partial shipments of Products to Customer. Each shipment will constitute a separate sale, and Customer will pay for the Products shipped whether such shipment is in whole or partial fulfilment of a Purchase Order. 

  • Customer is responsible for ensuring the premises at the Delivery Address is clean, clear, and free of debris prior to delivery and installation. Customer will provide Ojiibik and its Service Providers with electrical, lighting, air conditioning, heat, adequate dock access, and exclusive freight elevator access for installation purposes at no charge to Ojiibik or its Service Providers and ensure that Customer has appropriate personnel to assist with receiving the Products. Stair carry of Products is not available unless Ojiibik has advised otherwise in writing and may result in additional charges. Further, Customer is responsible for setting up and ensuring proper functioning of all electrical connections and the installation of any voice/data cabling (Ojiibik or its Service Providers shall be responsible for only handling electrical connections within the panel system of the Products). In the event of delays due to site access (e.g., dock congestion, waiting for elevators etc.), Ojiibik may charge Customer downtime fees for labour and trailers at Ojiibik’s or its Service Providers’ then prevailing rates. Any unplanned double-handing of Products due to improper site conditions will also result in additional charges to Customer. 

  • If for any reason Customer fails to accept delivery of any of the Products on the date the Products are delivered at the Delivery Address, or if Ojiibik is unable to arrange for the delivery of the Products at the Delivery Address on such date because (i) Customer has not provided appropriate instructions (including providing incorrect addresses), documents, licenses or authorizations; or (ii) the Delivery Address is not ready on the delivery date indicated in the Purchase Order due to construction, restricted access, or for any other reason, then effective on such date (and without any further act or formality on the part of Ojiibik): (A) risk of loss to the Products will pass to Customer; (B) the Products will be deemed to have been delivered; (C) Ojiibik, at its option, may store the Products until Customer picks them up or the Products are re-delivered, whereupon Customer will be liable for all related costs and expenses, including, without limitation, (i) the cost of redelivering the Products; (ii) storage fees for trailers and bays at Ojiibik’s or its Service Providers’ then prevailing rates; and (iii) fees for offloading and re-loading of trailers at Ojiibik’s or its Service Providers’ then prevailing rates; and (D) Customer shall be solely responsible for all costs incurred by Ojiibik arising as a result of the foregoing. 

  • If Customer requests Ojiibik or its Service Providers to make any on-site changes to the Products at the Delivery Address, any such changes will result in additional charges by Ojiibik.

Delays. Any shipping date communicated by Ojiibik to Customer is Ojiibik’s best estimate at the time of such communication. Despite any shipping dates communicated to Customer, Ojiibik will not be liable to Customer for failure to ship by a specified day unless Ojiibik has agreed to an unequivocal, firm shipping day in a separately signed written document. 

Title and Risk of Loss. Title and risk of loss or damage to the Products passes to Customer upon the delivery (or deemed delivery pursuant to Section 6(d)) of the Products at the Delivery Address.  

Inspection and Rejection of Incorrect Products

  • Customer will inspect the Products at the Delivery Address upon completion of delivery and, if applicable, installation, of the Products (“Inspection Time”). Customer will be deemed to have accepted the Products unless it notifies Ojiibik in writing of any Incorrect Products within 24 hours of the Inspection Time and furnishes such written evidence or other documentation as reasonably required by Ojiibik. 

  • If Customer notifies Ojiibik of any Incorrect Products at the Inspection Time and provides evidence deemed sufficient by Ojiibik, acting reasonably, Ojiibik will, in its sole discretion, (i) replace such Incorrect Products with the correct Products, or (ii) credit or refund the Price for such Incorrect Products. 

  • Customer acknowledges and agrees that the remedies set forth in Section 9(b) are Customer’s exclusive remedies for the delivery of Incorrect Products. Except as provided under Section 9(b), all sales of Products to Customer are made on a one-way basis and Customer has no right to return Products to Ojiibik.

Limited Warranty

  • Ojiibik warrants to Customer that for the Products purchased and paid for by Customer, such Products will be free from defects in materials and workmanship for a period of one year from the date of delivery of the Products (“Warranty Period”). 

  • EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 10(a), OJIIBIK MAKES NO CONDITION OR WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (A) CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (B) CONDITION OR WARRANTY OF MERCHANTABILITY; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

  • Ojiibik will not be liable for a breach of the warranty set forth in Section 10(a) unless: (i) Customer gives written notice of the defect during the Warranty Period, reasonably described, to Ojiibik within 3 days of the time when Customer discovers or ought to have discovered the defect; (ii) Ojiibik is given a reasonable opportunity after receiving the notice to examine such Products; and (iii) Ojiibik or its Service Provider reasonably verifies Customer's claim that the Products are defective. 

  • Ojiibik will not be liable for a breach of the warranty set forth in Section 10(a) if the defect arises because Customer or Customer’s end users, as applicable, failed to follow Ojiibik’s and/or the Manufacturers’ oral or written instructions as to the handling of the Products. 

  • Subject to Section 10(c) and Section 10(d), with respect to any such defective Products during the Warranty Period, Ojiibik will, in its sole discretion, either: (i) replace such Products; or (ii) credit or refund the price of such Products.

  • THE REMEDIES SET FORTH IN SECTION 10(e) WILL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND OJIIBIK’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 10(a).

Limitation of Liability

  • IN NO EVENT WILL OJIIBIK BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CUSTOMER OR COULD HAVE BEEN REASONABLY FORESEEN BY CUSTOMER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

  • IN NO EVENT WILL OJIIBIK’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT AND THE PURCHASE AND SALE OF THE PRODUCTS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNT PAID TO OJIIBIK FOR THE PRODUCTS PURSUANT TO THE APPLICABLE PURCHASE ORDER.

Customer’s Own Material (“COM”) and Customer’s Own Leather (“COL”)

  • Ojiibik will work with Manufacturers to ensure any COM and/or COL is successfully integrated in the Products, however, the final appearance and quality of the Products will vary depending on the COM and/or COL provided by Customer. Ojiibik and Manufacturer shall have the right, in their sole discretion, to reject any COM and/or COL which is unsuitable for the Products. 

  • Customer will be solely responsible for ordering any COM and/or COL and providing such materials directly to Manufacturer, in accordance with any specifications provided to Customer in writing by Ojiibik and/or Manufacturer. 

  • Ojiibik will communicate to Customer when COM and/or COL must be received by Manufacturer. Any delays in receipt of COM and/or COL by Manufacturer may cause an order to be placed on hold, causing a delay in production and additional charges to Customer. 

Compliance with Law

Customer will comply with all applicable laws and regulations and maintain in effect all the licenses, authorizations and permits that it needs to carry out its obligations under this Agreement.

Termination

In addition to any remedies that may be provided under these Terms, Ojiibik may terminate any sale of Products with immediate effect upon written notice to Customer, if Customer: (i) fails to pay any amount when due in connection with the sale of any other Products and such failure continues for 5 days after Customer’s receipt of written notice of non-payment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. Upon delivery of such notice, all obligations of Ojiibik hereunder shall immediately terminate.

Waiver

No waiver by Ojiibik of any of the provisions of the Agreement is effective unless explicitly set forth in writing and signed by Ojiibik. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Confidential Information. All non-public, confidential or proprietary information of Ojiibik, including but not limited to, samples, documents, data, pricing and price lists, discounts or rebates, disclosed by Ojiibik to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with the Agreement and the purchase of Products from Ojiibik is confidential, solely for the use of performing the Agreement and may not be disclosed or copied unless authorized in advance by Ojiibik in writing. Upon Ojiibik’s request, Customer will promptly return all documents and other materials received from Ojiibik. Ojiibik will be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party.

Code Restrictions

Ojiibik’s Products are portable furniture and as such may be subject to local fire, electrical and/or building codes applicable to portable furniture. Given local codes vary from area to area, Customer is responsible for the proper application of Ojiibik's Products within the limitations of local codes.

Force Majeure

Ojiibik will not be liable or responsible to Customer, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, when and to the extent such failure or delay is caused by or results from acts beyond Ojiibik’s reasonable control.

Assignment

Customer will not assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of Ojiibik. Any purported assignment or delegation in violation of this Section is null and void. 

Amendments and Modifications. These Terms may not be amended with respect to any existing Purchase Orders except by an instrument in writing signed by the Parties. Notwithstanding the foregoing, Ojiibik has the right to amend these Terms at any time by posting a new version on its website (for certainty, without any additional notice to Customer) and such updated terms will apply to all new orders for Products that have not yet been placed. 

Relationship of the Parties

The relationship between the Parties is that of independent contractors. Nothing contained in the Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party will have authority to contract for or bind the other Party in any manner whatsoever.

No Third-Party Beneficiaries. The Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

Governing Law

All matters arising out of or relating to the Agreement and the purchase of the Products by Customer are governed by and construed in accordance with the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule. The United Nations Convention on Contracts for the International Sale of Products does not apply to the Agreement and the subject matter hereof.

Choice of Forum

Any legal suit, action, litigation or proceeding of any kind whatsoever in any way arising out of, from or relating to the Agreement and the subject matter hereof and all contemplated transactions pursuant to these Terms, will be instituted in the courts of the Province of Ontario, Canada, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation or proceeding. Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 

Notices

Each Party will deliver all notices and other communications under the Agreement (each, a “Notice”) in writing and addressed to the other Party at the address set forth on the face of the Purchase Order (or to such other address that may be designated by a Party from time to time in accordance with this Section). Notices sent in accordance with this Section will be conclusively deemed validly and effectively given: (a) on the date of receipt, if delivered by personal delivery, or if delivered by pre-paid courier; or (b) on the day of the transmittal of the communication if it is before 5:00 p.m. (EST) on a Business Day and, if after 5:00 p.m. (EST) or not on a Business Day, on the next day which is a Business Day, if given by electronic mail.

Severability

If any term or provision of the Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Errors and Omissions

All Purchase Orders and Invoices are subject to corrections for any errors and omissions by Ojiibik.

Definitions

In addition to the terms defined elsewhere in these Terms or in the applicable Purchase Order or Invoice, the following terms have the meanings ascribed to them as follows: “Agreement” means, collectively, the Purchase Order, the Invoice, and these Terms, as same may be amended, restated or supplemented from time to time; “Business Day” means any day other than a Saturday, Sunday or statutory holiday in the Province of Ontario; “Customer” has the meaning given to such term in the Purchase Order; “Delivery Address” means the “Delivery Address” of Customer listed in the applicable Purchase Order, which address will include all details necessary to complete shipment of the Products; “Incorrect Products” means only the following types of Products: (i) the Product shipped is different than identified in the Invoice; or (ii) the Product’s label or packaging incorrectly identifies its contents; “Invoice” means the invoice issued to Customer by Ojiibik upon acceptance by Ojiibik of the Purchase Order; “Manufacturer” means a manufacturer of any Product; “Ojiibik” means Ojiibik Inc. and its affiliated entities; “Parties” means Ojiibik and Customer and “Party” means either one of them; “Products” means the products listed in the Purchase Order; and “Service Provider” means any third party engaged from time to time by Ojiibik on such terms as Ojiibik may determine, in its sole discretion, to provide delivery, installation, storage, or other services in connection with Products.