1.         The contract shall consist of these General Conditions together with the Order Acknowledgement, Sales Contract, or Proforma Invoice (collectively, the “Confirmation Documents”). It specifically excludes any terms and conditions of the Buyer that may have been communicated to the Seller at any time, unless expressly accepted by the Seller in writing.

2.         (a) The Buyer shall notify the Seller of any discrepancies between the products received (“Products”) and the specifications outlined in the Confirmation Documents within thirty (30) days of delivery. In the event of such notification, the Buyer shall maintain the Products in an unaltered condition pending examination by the Seller or its representative.
            (b) The Seller’s liability to the Buyer under this Section 2 shall at all times be limited to the value of the Products purchased. In no event shall the Seller be liable for any consequential damages related to the Products.
            (c) Without the Seller’s prior written consent, the Buyer shall not deduct or set off any amount claimed for any alleged breach of this Section 2 from invoiced amounts owed to the Seller. The Buyer’s failure to comply with this provision shall constitute a material breach of this contract.

3.         (a) If the Buyer defaults under this contract by neglecting or refusing to take delivery of or pay for any shipment of Products, or commits any other breach of contract, the Seller may, without prejudice to any other rights it may have under this contract, at common law, or otherwise, terminate the whole or any part of this contract.
            (b) If the Buyer becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, has a receiver appointed, or has a substantial portion of its property attached or seized under any legal process and such attachment or seizure is not promptly released or discharged, the Seller may, at its option, terminate this contract immediately and exercise any legal rights, including the right to enter the Buyer’s premises and reclaim any Products for which payment has not been received.
If the Buyer’s credit is, at any time, deemed impaired (as determined solely at the Seller’s discretion), the Seller shall have the right, without prejudice to any other rights it may have under this contract, at common law, or otherwise, to delay, suspend, or cancel further shipments and to require payment in advance.

4.         If, due to acts of God, governmental actions, labor disputes, transportation disruptions, machinery failures, fires, floods, accidents, shortages of labor or materials, or any other circumstances beyond the control of the affected party (each referred to as an “Event of Force Majeure”), either the Seller or Buyer is unable or restricted in its ability to deliver or take delivery of the Products under this contract, such party may proportionally reduce its performance under this contract for the duration of the Event of Force Majeure. However, shipments already in transit must be accepted by the Buyer.
The party claiming Force Majeure shall promptly notify the other party in writing of such circumstances and the necessity to alter its performance. If shipments are omitted during the Force Majeure period, such shipments shall be deemed canceled without liability to either party. Upon the conclusion of the Event of Force Majeure, deliveries shall immediately resume in accordance with this contract.

5.         The warranties, obligations, and liabilities of the Seller and the remedies of the Buyer set forth in this contract are exclusive. The Buyer hereby waives, releases, and renounces all other warranties, obligations, and liabilities of the Seller, whether express or implied, arising by law or otherwise, with respect to any default or non-performance by the Seller under this contract, including but not limited to:
(a) any implied warranty of merchantability or fitness for a particular purpose;
(b) any obligation, liability, right, claim, or remedy in tort, whether or not arising from the Seller’s negligence (actual or imputed); and
(c) any obligation, liability, right, claim, or remedy for loss of profits or any other special, indirect, incidental, or consequential damages.

6.         Payment for products delivered under this contract shall be made as specified in the Confirmation Documents. Interest at a rate of 2% per month shall be charged on any amounts not paid when due.

7.         The Seller may unilaterally adjust prices by up to ten percent (10%) of the net price if third-party price increases are passed on to the Seller as a result of changes in raw material costs, operating expenses, energy prices, transportation costs, exchange rate fluctuations, or other cases of Force Majeure. Such price adjustments may be made only if the goods have not yet been delivered to the Buyer.

8.         The Buyer shall be solely responsible for carrying out the entire customs clearance process for the Products, fulfilling all legal requirements for handling the Products, and obtaining and maintaining any and all insurance required by law or necessary for the performance of its activities, including the use, transportation, and handling of the Products.

9.         The Buyer shall be solely liable for all costs and expenses incurred in connection with the proper completion of the importation of the Products, including, without limitation, taxes, broker’s fees, and storage charges—essentially all expenses arising from the import procedure.

10.       The Buyer shall be fully responsible for complying with all applicable laws and regulations relating to environmental and public health protection and shall adopt all necessary measures and procedures to prevent any risk of damage arising from its activities, particularly regarding the use of the Products. The Buyer hereby agrees to indemnify, defend, and hold the Seller harmless from any and all damages, losses, liabilities, or claims resulting from the Buyer’s breach or failure to comply with this Section.

11.       Title to the products shall remain with the seller until full payment of the purchase price has been received from the buyer. However, all risks of loss, damage, or destruction of the Products shall pass to the Buyer upon delivery.

12.       The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this contract, as is the application of the International Sale of Goods Contracts Convention Act (Canada) and any related legislation of other jurisdictions. In all other respects, the laws of the Province of Québec, Canada, shall govern this contract and all matters arising hereunder. The parties agree to submit to the exclusive jurisdiction of the courts of the judicial district of Montréal, Québec, Canada.

13.       All notices, requests, orders, and other communications required or permitted to be given to the Seller shall be made in writing (and shall be deemed effective upon receipt) and delivered in person, by fax, by registered or certified mail (prepaid, return receipt requested), or by e-mail to the address set forth below, or to any other address that the Seller may specify in a written notice pursuant to this Section:
Van Bros Trading Co Ltd.
1005-8477 Bridgeport Rd, 
Richmond BC V6X 0S7 Canada
Email: info@vanbroschemicals.com

14.       This contract shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign this contract without the prior written consent of the other party, except that the Seller may assign this contract to any parent, subsidiary, or affiliated company without the Buyer’s prior consent.

15.       The illegality or invalidity of any provision of this contract shall not affect the legality, validity, or enforceability of the remaining provisions.

16.       The Buyer undertakes that it will not resell the Products to any entity subject to sanctions regulations in force in Canada, the United States of America, or the European Union. For greater clarity, the Buyer agrees not to resell the Products to any entity located in, or controlled by persons located in, sanctioned countries, including but not limited to: Iran, Syria, the Democratic People’s Republic of Korea (North Korea), Belarus, Russia, South Sudan, Venezuela, and Zimbabwe.
Should the Buyer resell the Products to any party in contravention of this clause, the Buyer shall indemnify, defend, and hold the Seller harmless from any and all liabilities, obligations, damages, losses, claims, lawsuits, expenses, administrative proceedings, regulatory penalties, court costs, and attorneys’ fees arising out of such noncompliance.

17.       This contract constitutes the entire agreement between the parties and supersedes all prior understandings, agreements, representations, and warranties, whether oral or written, not expressly contained herein. No trade custom or practice shall have the effect of altering or amending this contract in any respect. The failure to exercise any right or the waiver of any breach of this contract shall not be deemed a waiver of any subsequent breach or of any other provision. Any amendment or modification to this contract shall be valid only if made in writing and signed by duly authorized representatives of both parties.

18.        This contract constitutes the entire agreement between the parties and supersedes all prior understandings, agreements, representations, or warranties, whether express or implied, oral or written, that are not expressly contained herein. No trade custom or practice shall have any effect to alter, modify, or amend this contract in any respect. The failure to exercise any right or the waiver of any breach of any provision of this contract shall not be deemed a waiver of any subsequent breach of that provision or of any other provision. Any amendment, modification, or waiver of this contract shall be binding only if made in writing and signed by a duly authorized officer, agent, or representative of each party.