The following terms and conditions govern the sale by SUKHASANA INC (“Seller”) to you (“Customer”) of Sukhasana® (chair). By accepting delivery of Sukhasana®, the Customer agrees to be bound by and accepts these terms and conditions.
1. Other Documents
These terms and conditions may not be altered, supplemented or amended by the use of a Customer purchase order or similar Customer document. Any attempt by Customer to alter, supplement or amend these terms and conditions or to enter into an order for Sukhasana(s) that is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in writing by both Customer and Seller. Seller may change these terms and conditions as they relate to future sales or deliveries at any time without prior notice.
2. Governing Law
These terms and conditions shall be interpreted in accordance with and shall be governed by the laws of the Province of Alberta and the applicable laws of Canada. The parties agree to the non- exclusive jurisdiction of the courts of the Province of Alberta for any matter or disputes arising relating to the sale and purchase of Sukhasana.
3. Payment Terms; Orders; Interest
Credit terms are within Seller’s sole discretion, and unless otherwise specified in Seller’s invoice, payment must be received by Seller prior to Seller’s delivery of Sukhasana(s). Payment for Sukhasana(s) may be made by credit card, wire transfer, or other pre-arranged payment method. If credit terms have been agreed to by Seller, invoices are due and payable within thirty (30) days after the date of the invoice. Seller may invoice parts of an order separately. Orders are not binding on Seller until accepted by Seller. Customer agrees to pay interest on all amounts past due at a rate of one and one half percent (1.5%) per month (18% per year).
If Customer rejects delivery of any of the goods ordered or fails to make timely payment, as provided in the invoice, or repudiates the invoice with respect to any purchase order accepted by Seller, then with respect to any order for goods not accepted by Customer at any such time, Seller may, without prejudice to other remedies which Seller may have by reason thereof, withhold the delivery of such goods, stop delivery of such goods in possession of a carrier or other bailee and recover damages for non-acceptance or repudiation, including all handling, warehouse, re-stocking and other related costs associated with Customer’s failure to accept such delivery or repudiation of any such purchase order.
4. Shipping Charges; Taxes
The Seller reserves the right to select the means of shipment, point of shipment and routing. Separate charges for shipping and handling will be shown on Seller’s invoice(s). Unless Customer provides Seller with a valid and correct tax exemption certificate applicable to the Sukhasana ship-to location prior to Seller’s acceptance of the order, the Customer is responsible for goods and services tax, sales and all other taxes associated with or applicable to the order, however designated, except taxes on Seller’s net income. If applicable, a separate charge for taxes will be shown on Seller’s invoice.
Title to and ownership of all goods shall remain with the Seller at the Customer’s risk until all amounts due to the Seller from the Customer for the goods are made, at which time absolute title shall pass to the Customer. It is understood and agreed, without prejudice to the Seller’s rights as owner of the title to and the inventory of goods, that the Seller may assign the payments to be made to a third party. After delivery the Customer agrees to be liable for all loss or damage to the goods, however caused, and assumes all of the obligations and risks of an absolute owner and agrees to indemnify and save harmless the Seller from any and all loss or damage or claim for loss or damage to persons or property caused by reason of the use, possession or operation of the goods. The Seller will ship any such order subject to availability of the goods and the Customer will accept such shipment of such order at the time it is delivered. Seller is not liable for delays in shipment or failure to ship by the estimated ship date.
SELLER WARRANTS THAT QUALITY WORKMANSHIP AND MATERIALS HAVE BEEN USED IN THE MANUFACTURE OF SUKHASANA (CHAIR). IF ANY SUKHASANA (CHAIR) IS DEFECTIVE OR DOES NOT CONFORM WITH THE TERMS OF THE ORDER, THE CUSTOMER HAS ONE YEAR (365) DAYS FROM THE DATE THE CUSTOMER RECEIVES SUKHASANA (CHAIR) TO RETURN SUKHASANA (CHAIR) TO THE PLACE OF PURCHASE. THE LIABILITY OF THE SELLER SHALL BE LIMITED TO THE REPLACEMENT OF SUCH SUKHASANA (CHAIR), OR, AT THE SELLER’S OPTION, TO THE SALE PRICE OF SUCH SUKHASANA (CHAIR).
SELLER MAKES NO EXPRESS WARRANTIES OR CONDITIONS EXCEPT THE LIMITED WARRANTY ABOVE. THE LIMITED WARRANTY ABOVE WILL BE EFFECTIVE, AND SELLER WILL BE OBLIGATED TO HONOUR ANY SUCH WARRANTY, ONLY ON SELLER’S RECEIPT OF PAYMENT IN FULL FOR THE GOODS TO BE WARRANTED.
SELLER DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, IN RESPECT OF THE GOODS CONTEMPLATED BY THESE TERMS AND CONDITIONS INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR LACK OF MANUFACTURING DEFECT.
RESPONSIBILITY FOR CLAIMS IN RESPECT OF THE GOODS CONTEMPLATED BY THESE TERMS AND CONDITIONS IS LIMITED TO REPAIR AND REPLACEMENT AS SET FORTH IN SELLER’S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE.
SELLER RESERVES THE RIGHT TO CHANGE ITS WARRANTIES AT ANY TIME, IN ITS SOLE DISCRETION WITHOUT PRIOR NOTICE WITH RESPECT TO FUTURE SALES AND DELIVERIES.
SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION LASTS IN CONSUMER TRANSACTIONS. THEREFORE THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.
7. Return Policies
Customers who buy Sukhasana(s) directly from Seller may return them to Seller up to thirty (30) days after the date of delivery for a refund of Sukhasana purchase price if already paid. This refund does not include any applicable shipping and handling charges. Returned goods must be in as-new condition and any other items included with goods must be returned.
From time to time, Seller may, in its sole discretion, exchange Sukhasana. Any exchanges will be made in accordance with Seller’s exchange policies in effect on the date of the exchange.
9. Limitation of Liability
SELLER DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH IN THIS AGREEMENT OR IN THE LIMITED WARRANTY ABOVE. SELLER WILL NOT BE LIABLE FOR DIRECT OR CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSES OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, OR DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT INCLUDING, WITHOUT LIMITATION, FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM.
WITHOUT LIMITING THE FOREGOING SELLER DOES NOT ACCEPT LIABILITY FOR ANY INJURY SUSTAINED FROM THE USE OF SUKHASANA (CHAIR), INCLUDING BUT NOT LIMITED TO INJURIES SUSTAINED FROM THE USE OR MANIPULATION OF LEVERS AND THE CORRESPONDING REACTION OF SUKHASANA (CHAIR).
10. Applicable Law and Not For Resale
Customer agrees to comply with all applicable laws and regulations of Canada and its provinces. Customer agrees and represents that it is buying for its own internal use only, and not for resale. Seller has separate terms and conditions governing resellers.
The Customer acknowledges that Sukhasana(s) licensed or sold under this Agreement are subject to applicable export control laws and regulations.
12. Entire Agreement
Customer agrees that these terms and conditions constitute the entire agreement between Customer and Seller pertaining to the subject-matter of the invoice, and supersedes, terminates and otherwise renders null and void any and all prior agreements or understandings, whether written or oral, between Customer and Seller for the purchase and sale of Sukhasana(s) identified in the invoice.
The invalidity or unenforceability of any provision of these terms and conditions shall not affect the validity or enforceability of any other provision of these terms and conditions and any such invalid or unenforceable provision shall be deemed to be severable.
The headings used in this Agreement are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.
15. Force Majeure
Seller shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control.
16. The UNCITRAL Convention on Contracts for the International Sale of Goods
The UNCITRAL Convention on Contracts for the International Sale of Goods shall not apply to these terms and conditions or the invoice.