GENERAL, SALES, CREDIT  TERMS & CONDITIONS  - CONTRACT AGREEMENT - CONTINUE...

 

Group Monarch International Inc. / 4179412 Canada Inc. ("Seller") 

The Applicant represents that they have read and fully understood all of the terms and conditions of sales as listed on this application and are authorized to accept these terms and conditions of sale and all facts contained herein are truthful to the best of their knowledge.  An electronic copy of applicant will be deemed as original. No oral agreements or modifications to this credit application will be accepted. No oral agreement or modifications to this terms & conditions contract agreement will be accepted.

 

GENERAL, SALES, CREDIT  TERMS & CONDITIONS  - CONTRACT AGREEMENT

 

1.         Sales and/or confirmations order: The sale is made with the understanding that the seller is not liable for delays in delivery or  non-performance caused by strikes, labor difficulties, fires riots, civil commotion, floods, accidents, delays in transit, acts of God, force majeure, acts or regulations of government agencies and other contingencies beyond control of seller.

2.         In the event of war, hostilities or blockade preventing shipment or delivery during the contract period or   any other unfulfilled part thereof may be canceled unconditionally at seller’s option.

3.         If by any reason of any cause beyond the control of the seller, the seller is unable to supply the full quantity or any part thereof to be supplied hereunder; such failure shall not give rise to any claim against the  seller.

4.         Seller is under no obligation where applicable to replace any goods which fail to pass buyer’s government       inspection.

5          Seller is in no way responsible for the actual arrival date of any goods under any sales contract order, but can only give the buyer the scheduled arrival at time of sailing. No claim shall arise due to late delivery caused by late arrival of goods.

6.         Any import duties or the imposition of taxes or assessments payable by reasons of importation of the    goods subject to this sale are for the account of the buyer unless otherwise specified by the seller.

7.         Any increase in insurance and freight rates or other costs beyond the control of the seller are for the account       of the buyer.

8.         Shortages ex-container shipments when consigned  “House to Pier” will not be recognized unless verified at port of discharge by carrier (shipping company) and/or independent registered surveyor. In the case “House to House” consignments, these must be verified by an independent registered surveyor and all charges  at the account of the buyer. Verification from consignee or their agents is not acceptable.

9.         It is a condition in this contract that the seller shall be entitled to the entire benefit of all    export/import performance as measured by government agencies.

10.        Title of Ownership:Group Monarch International Inc. / 4179412 Canada Inc. ("Seller") retains title to and    ownership of the goods, at Client's risk, until full payment of the sale's price payable under any invoice.

In the case of containerized goods the risk, however, is transferred to the buyer upon delivery to carrier and in the case of bulk goods upon delivery to the carrier at the port of shipment. In case of sale before full payment, any money or other consideration received by the buyer will be deemed to be held “in trust” for seller´ s account.

In the event of bankruptcy, insolvency or any act of bankruptcy, or insolvency, or anything which could endanger the credit given to the buyer or default hereunder, Seller shall            have the right, without notice or demand, to cancel this agreement or take immediate possession of any items delivered or undelivered hereunder and/or any invoice, and to retain for its own benefit and advantage. Upon such event occurring or upon buyer’s default in furnishing manufacturing or shipping instructions, seller may then invoice the undelivered portion or cancel the remaining portion and/or sell any or all undelivered or recovered goods under this or any other contract between buyer and seller, without notice of public sale or private sale and hold buyer responsible for the loss without prejudice to any other claim seller may have against buyer under this contract and any rights buyer may have in the said goods.

11.       In the event the buyer should fail to make payment or pursuant to any other confirmation or agreement between the parties any time as and when due, Seller may, at its option without          notice, delay delivery, cancel contract or any other contract between buyer and seller and/or sell any undelivered installments or the entire balance at.

12.        Pricing: All pricing  subject to change without prior notice. Fluctuations in foreign currency may result      in             surcharges.The downloading and loading of product on pallets or floor loaded product from the container           and/ or warehouse, supplier or manufacturer. will be at the Client expense. All shipping,           unless otherwise is        containerize and/or EX-Work Warehouse. Client to pick up product with 3 days          from     day product is               ready, otherwise, product to be transferred in storage under client/ buyer's name. Shipping and  handling   fees will Client   responsibility and costs. Prices subject to FLC. The price for LCL will be adjusted.

13.       Payment Terms: The regular terms of payment are Downpayment + Balance COD: 30% upon confirmation of the order and 70% upon delivery unless otherwise specified on the invoice.

             To obtain payment terms of _30 _days, Client must fill out above Credit information form. The credit line limit is subject to approval by Group Monarch International Inc. and/or it financial institutions. Client agrees to pay to Seller _30 days_ from the date of invoice if credit terms are approved.

            Payment by credit card might be accepted if Client agrees to pay the fees and rates given by  "Square" www.square.ca on top of the invoice price (charge will be added), subject “square” conditions.  

14.        Any bank charges payable in remitting purchase price of goods to the seller shall be  met as follows:      (a)        all foreign bank charges including those charges or taxes imposed by any foreign government,       state or

            statutory authority to be paid by the buyer in the case of export sales; (b) in the case of sales to the        national market, all banks charges other than those of the seller’s own bank, shall be paid by the buyer.

            Cheques returned unpaid by the bank for any reason Client agrees to pay $40.00 service charge for any   cheque.

15.        Interest: The sale price shall bear interest from its due date until paid in full to Seller at the rate of 24% per             annum (2% monthly).  Any amount which remains unpaid when due shall bear interest from its due date until         paid in full at the rate of 24% per annum (2% by month). Interest shall accrue and be computed monthly.

16.        Default: Client shall be in default if a) it fails to pay any invoice within the "Due Date" (in which case the   mere lapse of time shall have the effect of putting Client in default hereunder);          (b) he    becomes insolvent        or any act of bankruptcy takes place respecting Client, any proceeding is commenced by Client or any            other person, under the Bankruptcy and insolvency act or Companies creditors   arrangement      act or relief       from or compromise or arrangement with creditors of Client; (c) it ceases to carry on business;           (d) its

            property is subject to execution or seizure, or (e) any event described in this section occurs with respect to

            any co-debtor or Client. In the event of a default in payment, the Client shall be responsible for all            expenses including, but not limited to, attorney's fees, court costs, and all collection fees and any formal   collection proceedings that Seller may be required.

17.        Remedies of Seller in Case of Default: Upon default of Client, Seller shall be entitled to without prejudice           to any       other rights and remedies, a) as a genuine pre-estimate of Seller's liquidated damages for loss of            bargain and not as a penalty; (i) retain an amount equal to the aggregate of all amounts paid by Client to        Seller; and (ii) demand immediate payment of the outstanding of any invoice and interest, less, if           applicable, the net proceeds from the sale of the goods,  after deducting the costs of disposition of the         goods; and b) take possession of the goods and sell them. In all cases,       Client agrees to pay in addition, as        liquidated damages, an additional amount equivalent to twenty percent (20%) of any     amount due in   capital and interest.

 

18.        Interpretation: This agreement shall be deemed to have been made at Montreal, in the province of Quebec,             Canada and shall have sole jurisdiction to hear and determine them and the buyer agrees to submit to the             jurisdiction of these courts.

             No oral agreement or modifications to this terms & conditions contract agreement will be accepted.

19.        Any word, phrases or abbreviations not otherwise defined in these standard terms and conditions, the     sales confirmation or any subsequent variations of the sales confirmation shall have the meaning         given to them in the International Chamber of Commerce Publication “Incoterms 1953” and any           supplements,  amendments or new additions to that publication that are current as the date of this      contract. The singular is to include the plural and vice versa. The word “Goods” as used in this contract    mean those items described in the sales confirmation. Force majeure shall have the meaning given to it        in          the International Chamber of Commerce Publication No. 421.

20.        Claims: Any claim of Client, for any reason whatsoever, must be made within 5 days of delivery of the    goods . Before returning goods, Client must obtain Seller's written authorization with a return number.      Fifteen percent (15%) of the sale price of the goods returned will be billed to Client for handling and   manutention fees and proof of purchase must be submitted with any return.  All shipping fees for the        said      returned goods are at the Client's own expense. All returned goods must be unused, undamaged and still in its original packaging.  Not returnable: Are not returnable, all special             orders, goods not regularly held in         inventory or in exceed or regular Seller's inventory, broken, cut or damaged goods and        seasonal goods, coir     disk, burlap, and other specified items.  No return will be authorized more than seven (7) days after the date   of purchase. The liability of Seller in case of faulty manufacturing is limited to the manufacturer's             warranty if exist. Defective goods must be returned to Seller for validation at Client expense.

            Photographs and further explanations could be requested by Seller.

21.        Buyers specifically agree not to withhold payment or drafts on account of disputes or differences.

22.       The goods are sold on description only as incorporated in this contract notwithstanding that samples have been submitted and/or shown. All samples must be returned and available when submitting a claim.

23.        Limitation of liability:  Seller/ Group Monarch International Inc./ Grupo Monarca Internacional S.A. de C.V.,             Monarch® ™,  COCOMFORT™ shall not be entitled to incidental and consequential damages or any other             damages, due to the use of the products sold.  Keep out of reach of children. Seller will not be liable for any             damages arising pursuant to any sale direct, consequential or otherwise.

24.        All quantities, values and/or sizes of the products mentioned and sold are to be considered "about",       meaning  estimates and/or approximate and  ±10% more or less.

25.        Seller makes no warranties, expressed or implied, with regard to the goods shipped and/or sold. Seller    specifically disclaims all warranties expressed or implied, as to the fitness of the goods for a particular         purpose. The purchaser is solely responsible for following manufacturer instructions for the use of the        product purchase. Further, Client/ purchaser agree to hold harmless Group Monarch International Inc., the       owners, employees and/ or agents for damages caused by the misuse of the product purchase. Our liability             will not extend beyond the purchase price of the product.

26.        Client Representations: Client agrees to advise Seller immediately of any change that may affect the     present terms and conditions. Seller may terminate this agreement at any time or request payment on      delivery.

 

 

 

27.        Suretyship and Solidarity: If Client is a legal entity, the person signing this Agreement represent that            they have all necessary power and authority to act for and in the name of the entity.           Furthermore, they oblige themselves jointly and severally with the Client as Guarantor, to         perform and pay all obligations under any agreement between Client and Seller, including all      payments in arrears, interest, and liquidated damages, as the case may be, and waive the benefit of division and discussion.

28.        Information: Client and Guarantor, if applicable, authorize, the Seller to Verify any information delivered,             and to collect at any time any credit information from any person (including credit reporting agencies,            financial institutions, creditors, and suppliers). Client and Guarantor authorize its financial institution and          suppliers to disclose any information relating to its credit. Client and Guarantor warrant that all             information       stated above is accurate, represents having read, understood and received from Seller,        as the case may            be, all necessary explanations relating to the terms and conditions of the present agreement and     represents that there are no representations other than the one set forth in this agreement.

 

Invoicing legal name:_____________________________________________________________________

 

Signed at ______________________________________, this _________day of __________________, 2018.__

 

Signature______________________|Signature_____________________| Signature_____________________|
 

Name _________________________| Name ________________________|  Name _______________________ |

Personally (Section 27)

 

Signature_____________________|Signature_______________________| Signature_____________________|

 

Name ________________________| Name _________________________| Name ________________________|

 

IMPORTANT:   A PHOTOCOPY OR FACSIMILE OR ELECTRONIC COPY OF  PURCHASE ORDER AND / OR CUSTOMER APPLICATION  AND/ OR THIS APPLICATION WILL BE CONSIDERED A VALID DOCUMENT IN CASE OF DISPUTES.

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AND/ OR 

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SIGN AND RETURN THE ORIGINAL COPY BY FAX, ELECTRONIC E-MAIL AND/ OR BY REGISTERED MAIL TO:

                             GROUP MONARCH INTERNATIONAL INC.  c/o Credit Department

                             366 Windermere Rd., Beaconsfield, QC. H9W 1W7, Canada

 

                           Fax: +1(514) 694-6502                    |                    Email: monarca@groupmonarch.com

 

The information contained herein and any other documents, webpage, or whatsoever may represent product index data, performance ratings, bench scale testing or other material utility quantifications.  Each representation may have unique utility and limitations.  Every effort has been made to ensure accuracy, however, no warranty is claimed and no liability shall be assumed by Group Monarch International Inc., Cocomfort®, (GMI) or its affiliates regarding the completeness, accuracy or fitness of these values for any particular application or interpretation.  While testing methods are provided for reference, values shown may be derived from interpolation or adjustment to be representative of intended use.