Article 0 – Interpretation and Unanimous Intent of the Parties
The parties, as outlined above, unanimously agree to the terms and conditions herein. Any reference to an Article shall be deemed to be a reference to all of the Sections within that Article individually and together. Any reference made in the singular shall also be deemed to be an equivalent reference applicable in the plural.
Article 1 – Alicja Confections Ltd. Wholesale Application
1.1 Wholesale Application
If the Alicja Confections Ltd. Wholesale Application is improper, at the absolute discretion of Alicja Confections Ltd., then the Contract is void and unenforceable. If the Applicant is not a Successful Applicant, at the absolute discretion of Alicja Confections Ltd., then the Contract is voidable and unenforceable.
The Contract – formed in Canada in the Province of Ontario – supersedes all other representations, conditions, warranties, and terms of any kind made by or on behalf of Alicja Confections Ltd. or any of its affiliates, on the Purchaser’s orders or purchase orders. Alicja Confections Ltd. is not bound to any representations, conditions, warranties, and terms of any kind, that are not present in the Contract and the entirety of the agreement is contained in the Contract.
Article 2 – Wholesale Orders and Method
2.1 Wholesale Orders
A Wholesale Order is an order for Alicja Confections Ltd. products, offered by the Purchaser which is accepted by the Seller. Consideration to the Purchaser is Alicja Confections Ltd. products. Consideration to the Seller is the entire amount of an agreed upon monetary value.
The Seller is under no obligation at any time to accept an offer from the Purchaser. If the Seller does not explicitly, in writing, accept the offer from the Purchaser, within 30 days, the offer will expire.
The Seller is not bound by any offer accepted by an unauthorized individual. The Seller is not under any obligation to indemnify or remedy any such situation. All acceptances must be provided and authorized by an authorized individuals of the Seller and all otherwise situations are void and unenforceable.
2.2 Wholesale Season
The Wholesale Season is from January 1st of any year to October 31st of that same year. All Wholesale Orders must be placed during the Wholesale Season. All Wholesale Orders placed outside of the Wholesale Season will be void and unenforceable, at the discretion of the Seller.
No quotation by Alicja Confections Ltd. is, in any way, an offer to the Purchaser. All offers for Alicja Confections Ltd. products are made by the Purchaser, and subject to acceptance by Alicja Confections Ltd.
Written quotations by Alicja Confections Ltd. expire automatically thirty (30) days following the date on which the quotation was sent. Verbal quotations are null and unenforceable unless confirmed in writing by Alicja Confections Ltd. All quotations can be nullified at any time by Alicja Confections Ltd., even within thirty (30) days following the send date.
Unless otherwise specifically provided in writing, the prices quoted are based upon the Standard Wholesale Prices, per Section 5.1 of the Contract. Unless otherwise specified in the quotation, all prices do not include any taxes, import or export duties, shipping, or customs charges.
2.4 Wholesale Order Details
All Wholesale Orders are offered by the Purchaser and accepted by the Seller.
After a Wholesale Order has been accepted by Alicja Confections Ltd., the Purchaser will receive an Invoice from Alicja Confections Ltd. within ten (10) days. All Invoices will include a detailed breakdown of all applicable charges.
2.6 Purchaser’s Rights upon Additional Charges
Alicja Confections Ltd. reserves the right to include additional charges on any Invoice. All additional charges will be communicated to the Purchaser, with justifications, prior to acceptance. The Purchaser has the right to withdraw their offer within thirty (30) days of receipt of the communicated charges and justification. After thirty (30) days of receipt of the communicated charges and justification, Alicja Confections Ltd. assumes the Invoice is withdrawn. This Section 2.6 is subject to any and all reasonable losses that Alicja Confections Ltd. may suffer in connection under Section 4.5, below. The Purchaser agrees to exclude all statutory and common law protection to them with respect to all claims against Alicja Confections Ltd. caused or related in any way to additional charges imposed.
Article 3 – Payment
3.1 Payment by the Purchaser
It is a condition of the contract that, subject to exceptions agreed to by Alicja Confections Ltd., prior to the processing of any Wholesale Order, the Purchaser must pay the order Invoice in full. Agreement by Alicja Confections Ltd. with respect to this section must be in writing or email. Verbal or alleged implied agreement by Alicja Confections Ltd. are not valid and do not bind Alicja Confections Ltd.
3.2 Overdue Payments
Overdue payments are subject to an interest service charge of 2%/month of the outstanding amount owed calculated and compounded monthly payable by the Purchaser.
Article 4 – Delivery, Claim, Cancellation, Returns, Warranty
After Payment in full, Alicja Confections Ltd. must satisfy and deliver the Wholesale Order to a courier for shipment within thirty (30) days, unless otherwise communicated to the Purchaser prior to acceptance of the offer by the Purchaser.
4.2 Shipment Charges
Unless otherwise agreed upon, all shipping charges are assumed by the Purchaser, as included in the Invoice. Express shipping may result in additional fees, as applied to the Invoice.
If Alicja Confections Ltd. acts as courier of the Wholesale Order, Alicja Confections Ltd. reserves the right to charge a reasonable rate of delivery. Factors including total time to delivery the Wholesale Order, date of delivery, conditions of delivery location, and overall difficulty to perform and complete the delivery may result in increases to the delivery amount and such increased amount will be charged by Alicja Confections Ltd. and payable by the Purchaser.
4.3 Delivery and Claim
Alicja Confections Ltd. brings reasonable care in satisfying orders and assumes no responsibility for delay, loss of any kind, breakage, or damage after having made delivery in good order to the courier. All claims under this Section 4.3 must be made to the courier.
4.4 Intentionally Deleted
Once a Wholesale Order is accepted by Alicja Confections Ltd. it cannot be cancelled by the Purchaser without consent from Alicja Confections Ltd. Reasonable losses accumulated by Alicja Confections Ltd. due to the cancellation by the Purchaser will be indemnified by the Purchaser.
Once a Wholesale Order is delivered by Alicja Confections Ltd. to the courier, it shall not be returned. ALL ORDERS ARE FINAL SALE.
All Alicja Confections Ltd. products remain the property of Alicja Confections Ltd. until (i) the payment is received in full AND (ii) the goods are accepted by the Purchaser.
Article 5 – Unit Price, Quantity, and Discounts of Wholesale Orders
5.1 Unit Price, Quantity, and Discounts
Wholesale Prices (as defined below) for all products, goods, or services are provided in quotations and on invoices.
5.2 Changes to Wholesale Prices
At the discretion of Alicja Confections Ltd. and upon agreement between the parties of the Contract, the sale price at which Alicja Confections Ltd. products, goods, or services are provided to the Purchaser (the “Wholesale Price”) can be altered in any way.
Alicja Confections Ltd. reserves the right to unilaterally, without notice, change in any way, material or immaterial, any aspect of the Wholesale Prices as it sees fit.
Article 6 – Terms of Resale
6.1 Resale Price Range
The Resale Price Range for the Purchaser is 8.99 to 12.99 Canadian Dollars, before applicable taxes. The Purchaser shall not sell any Alicja Confections Ltd. products outside of the Resale Price Range. If the Purchaser sells any Alicja Confections Ltd. products outside the Resale Price Range, the Purchaser shall immediately cease the sale of all Alicja Confections Ltd. products, and return all Alicja Confections Ltd. products to Alicja Confections Ltd. (at the expense of the Purchaser). The Purchaser will immediately cease as an Purchaser indefinitely. Any loss incurred by Alicja Confections Ltd. as a result of the Purchaser selling Alicja Confections Ltd. products outside of the Resale Price Range shall be remedied by the Purchaser.
If the Purchaser sells any Alicja Confections Ltd. products outside the Resale Price Range, the Purchaser shall, at their sole expense, immediately ship all Alicja Confections Ltd. products back to Alicja Confections Ltd. at 829 Bank Street, Ottawa, ON, K1S 3V9. Upon shipment from the Purchaser to Alicja Confections Ltd. per this Section 6.1, Alicja Confections Ltd. is under no obligation to refund, return, or transfer in any way, any funds back to the Purchaser.
6.2 Resale Location
The Section 6.2 Resale Location is a condition to this contract. The Purchaser shall not sell any Alicja Confections Ltd. products at a physical location on online website other than the Business Retail Location and the Business Website, each as specified in Section 1 of the Alicja Confections Ltd. Wholesale Application.
If the Purchaser sells any Alicja Confections Ltd. products at a location other than the Business Retail Location, the Purchaser shall, at their sole expense, immediately ship all Alicja Confections Ltd. products back to Alicja Confections Ltd. at 829 Bank Street, Ottawa, ON, K1S 3V9. Upon shipment from the Purchaser to Alicja Confections Ltd. per this Section 6.2, Alicja Confections Ltd. is under no obligation to refund, return, or transfer in any way, any funds back to the Purchaser.
6.3 Other Terms of Resale
The Purchaser shall only resell Alicja Confections Ltd. products to a consumer, who on their face reasonably appear to be a Consumer, as defined in the Consumer Protection Act, 2002 statute of Ontario. If the Purchaser intentionally, negligently, or through willful blindness, sells Alicja Confections Ltd. products to a business or individual who does not meet the definition of Consumer (a “Wrongful Consumer”), the Purchaser shall immediately cease selling all Alicja Confections Ltd. products, reclaim all Alicja Confections Ltd. products from the Wrongful Consumer, and return all Alicja Confections Ltd. products to Alicja Confections Ltd. (at the expense of the Purchaser). The Purchaser will immediately cease as a Purchaser and Successful Applicant indefinitely. Any loss incurred by Alicja Confections Ltd. as a result shall be remedied by the Purchaser. If Alicja Confections Ltd. has a suspicion, whether reasonable or not, that the Purchaser is in violation of this Article 6, Alicja Confections Ltd. shall have the right to immediately inspect, audit, and/or review any invoice or receipt or other documentation or record, whether on paper or electronic, of the Purchaser with respect to the resale of Alicja Confections Ltd. products on demand without notice, for any purpose in connection with this Contract.
If the Purchaser sells any Alicja Confections Ltd. products to an individual or person who is not a consumer as defined in the Consumer Protection Act, 2002, the Purchaser shall, at their sole expense, immediately ship all Alicja Confections Ltd. products back to Alicja Confections Ltd. at 829 Bank Street, Ottawa, ON, K1S 3V9. Upon shipment from the Purchaser to Alicja Confections Ltd. per this Section 6.3, Alicja Confections Ltd. is under no obligation to refund, return, or transfer in any way, any funds back to the Purchaser.
Article 7 – Liability & Warranty
Alicja Confections Ltd. is not liable for any partial or complete damage, defect, or alteration to any Alicja Confections Ltd. product after it has been delivered to the courier. Alicja Confections is not responsible for any damage, defect, or alteration to any Alicja Confections Ltd. products caused by the courier, the Purchaser, or any other party during transit, delivery, or storage.
THE PURCHASER AGREES THAT THE PARTICIPANT’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS AGREEMENT BY ALICJA CONFECTIONS LTD. WILL BE LIMITED TO MONETARY DAMAGES AND THAT THE PARTICIPANT WILL NOT MAKE ANY CLAIM IN RESPECT OF ANY RIGHTS TO OR INTEREST IN ANY PROPERTY OR ANY KIND.
ALICJA CONFECTIONS LTD. AND ALL ITS SUPPLIERS AND DISTRIBUTORS ARE NOT RESPONSIBLE INDIVIDUALLY OR COLLECTIVELY FOR ANY DIRECT OR INDIRECT DAMAGES OR LOSSES TO THE PURCHASER INCLUDING LOSS OR PROFITS, LOSS OF GOODWILL, LOST REVENUES, OR ANY OTHER FINANCIAL LOSSES OF ANY KIND WHETHER INDIRECT, DIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF ALICJA CONFECTIONS LTD. AND ITS SUPPLIERS, DITRIBUTORS FOR ANY CLAIMS UNDER THESE TERMS INCLUDING FOR ANY IMPLIED TERMS IS LIMITED TO THE SUM OF ONE HUNDRED CANADIAN DOLLARS (CAD$100.00).
IN ALL CASES, ALICJA CONFECTIONS LTD. AND ITS SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
7.1.1 Indemnification by the Purchaser
The Purchaser shall indemnify protect, save, and hold harmless Alicja Confections Ltd. and its agents, servants, successors, assigns and affiliates from all losses, damages, injuries, claims, demands, expenses (including reasonable legal fees), outlays of every nature, arising out of the performance of this Contract as a result of (a) the Purchaser’s, its employees, agents, affiliates, directors, officers, or other superior or subordinated entities, breach of this Contract, (b) the negligence, wilful blindness, misconduct, or any unlawful activity of the Purchaser, its employees, agents, affiliates, directors, officers, or other superior or subordinated entities, (c) an infringement of third-party intellectual property, (d) any third party claim, (e) any intentional act of the Purchaser’s that is, at the sole discretion, of Alicja Confections Ltd. is applicable under this Section 7.1.1.
7.2 Reporting Issues
All issues that the Purchaser has with any delivered Alicja Confections Ltd. product must be raised within 5 business days of receipt of the delivery. Issues raised outside of 5 business days will be considered and may be dealt with, at the discretion of Alicja Confections Ltd.
7.3 Returns or Replacement Wholesale Orders
All Alicja Confections Ltd. Wholesale Orders are final sale. In extremely rare circumstances where a Wholesale Order is damaged, defective, or altered – completely at the discretion of Alicja Confections Ltd. – and where such deficiency is completely attributable to Alicja Confections Ltd., the Wholesale Order may be returned or replaced. Return or replacement concerns must be raised by the Purchaser to Alicja Confections Ltd. within 5 business days of the receipt of the delivery. Concerns raised outside of 5 business days not be considered by Alicja Confections Ltd. and the sale will remain final.
Returned Wholesale Orders will rescind the Contract. Alicja Confections Ltd. products must be returned to Alicja Confections Ltd. and corresponding payment must be repaid to the Purchaser. Shipping expenses as a result of returns or replacements will be assumed by Alicja Confections Ltd.
The Purchaser relinquishes all statutory and common law rights with respect to all legal claims relating to the Alicja Confections Ltd. Wholesale Application or the Alicja Confections Ltd. Wholesale Contract, or both. For clarity, all implied and expressed rights, conditions, warranties, representations, and terms available to the Purchaser by any statute, legislation, or regulation, or by the common law, civil law, or the law of equity, are not available to the Purchaser for protection, compensation, or to establish or support a claim of any kind, against Alicja Confections Ltd. or any of its affiliates. Alternatively, the Seller does not relinquish any statutory or common law rights.
The conduct of either party shall not add, subtract, or alter in any way the performance of this contract. The conduct of each party, or the parties together, shall not create any implied terms, conditions, warranties, representations of any kind.
7.6 Time of Essence
Time shall be of the essence of the Contract.
The representations, warranties, conditions, and terms contained in the Contract and in any instrument, document, or other written statement delivered pursuant to the Contract shall survive and not merge on the completion of any and all of the transactions contemplated by this Agreement.
The invalidity or unenforceability of any provision of the Contract shall not affect the validity or enforceability of any other provision of the Contract, unless specified in the provision. If any provision herein is found to be invalid, unenforceable, or illegal then that provision shall be modified to the minimum extent necessary in order for the provision to be enforceable.
7.9 Force Majeure
If the Contract cannot be completed because of an Act of God, then the parties shall be relieved of their obligations. The Contract shall be rescinded, and both parties shall be put in the position as they were prior to the Contract agreement.
7.10 Termination and Survivability
This Contract shall be for a term of 1 year from the effective date and automatically renew for successive 1-year renewal terms. The Purchaser can terminate the Contract only by providing 90 days’ written notice prior to the end of the then current term. The Seller has the right to terminate the Contract and all obligations under it, either together or separately, with no notice to the Purchaser.
Each and all of Section 3.2, Section 4.5, Section 4.5.1, Section 4.6, Article 6, Article 7, Article 8, Article 9, and Article 10 shall survive the termination of this Contract end enure indefinitely.
No remedy or action by either party in this agreement will take place or affect in any way any remedy that is due and justified by law.
This Contract is governed by the law of the Province of Ontario and the applicable laws of Canada therein. The courts of Ontario, Canada, will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.
7.13 Assignment and Change of Control
The Purchaser is prohibited from assigning or transferring, by operation of law or otherwise, this Contract or any rights or obligations thereunder to any other person, corporation, organization, group, individual, partnership, or any other entity, without the prior written consent of Alicja Confections Ltd. A change of control by a change in beneficial ownership, voting power, or power to elect the board of directors are all deemed to be assignments for the purpose of this Section 7.13. Alicja Confections Ltd. can assign and transfer, by operation of law or otherwise, this Contract and any part thereof without the prior written consent of the Purchaser, but only to an affiliated person, corporation, organization, group, individual, partnership, or entity of Alicja Confections Ltd.
7.14 Entire Agreement and Counterparts
This Contract shall constitution the entire agreement relating to the subject matter and engagements addressed therein and herein and shall supersede any prior or contemporaneous communications and agreements in such regard. This Contract may be executed in counterparts, which together constitute one instrument.
7.15 Independent Legal Advice
Both the Purchaser and the Alicja Confections Ltd. hereto acknowledge that it has had an opportunity to obtain independent legal advice before signing this Contract and agrees that such advices has been obtained or that such party does not wish to seek obtain such independent advice.
Article 8 – Seller’s Rights on Breach of Contract by the Purchaser
8.1 Damages and Remedies Available to the Seller on Breach of Contract by the Purchaser
The Seller is entitled to reasonable damages including consequential, substantial and special damages upon breach of the Contract by the Purchaser. Damages, payable by the Purchaser to the Seller, shall be calculated as the relevant statutory and common law provides. The Seller is also entitled to any remedy, compensated by the Purchaser, whether by Common Law, statute, the laws of equity or otherwise.
8.2 Administrative Penalties Payable to the Seller for Breach of Contract by the Purchaser
If the Purchaser is in breach of any term or any section of the Contract, the Purchaser will pay a fine to the Seller equal to CAD$100 for the administrative attention of the Seller given to tend to the breach.
This Section 8.2 operates independently from Section 8.1, above. On breach of Contract, the Seller has the right to receive the fine as paid by the Purchaser pursuant to Section 8.2, and such fine paid pursuant to Section 8.2 shall not be considered in the calculation of any remedy pursuant to Section 8.1. For clarity, the fine payable pursuant to Section 8.2 is not to be considered a portion in any way of the remedy payable pursuant to Section 8.1 – the Sections 8.1 and 8.2 act independently and do not influence the amounts payable pursuant to either Section.
Article 9 – CONFIDENTIALITY
This entire agreement and all accompanying and including information, documents, material, relating in any way to the business of Alicja Confections Ltd. shall remain confidential by the Purchaser. The Purchaser has no right to transfer, reproduce, distribute, convey or any similar action or omission, any information, documents, materials, contracts, agreements, processes, know-how, and ideas of Alicja Confections Ltd. Alicja Confections Ltd. is entitled to all direct, indirect, consequential, special, normal, and all other statutory, common law, and equitable damages that are justified.
Article 10 – NO TRANSFER OF INTELLECTUAL PROPERTY, NO LICENSE
10.1 NO TRANSFER OF INTELLECTUAL PROPERTY, NO LICENSE
All terms in this Article 10 are to be interpreted in the broadest sense to allow for the broadest interpretation of transfer and the broadest definitions of property, intellectual property, and information. Both parties intend that this agreement be only an agreement for sale of goods and not an agreement for transfer or use of rights or property outside of the intended use of the agreement.
In no way does Alicja Confections Ltd., in whole or in part, transfer in any way any rights to any property, intellectual, physical, real, or otherwise, of Alicja Confections Ltd. other than the sale of goods of Alicja Confections Ltd. products subject to the terms and conditions of this agreement.
In no way does Alicja Confections Ltd., in whole or in part, license any product, right, property, information, or any matter of any kind to anyone.