Terms & Conditions

1. Application of Terms and Conditions

1.1 The Supplier will supply, and the Customer will purchase the Goods in accordance with the Contract, which incorporates these Terms and Conditions;

1.2 The Contract constitutes the entire agreement between the Parties with respect to the purchase and supply of the Goods and (a)supersedes all prior agreements, and (b) excludes any other terms and conditions subject to which any Offer is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer;

1.3 The Customer acknowledges that supply of the Goods by Supplier is conditional on Customers’ acceptance of the terms setout in the Contract. Where there is a conflict between the terms of the Contract and any other terms and conditions not contained therein, the terms and conditions of the Contract will prevail.

1.4 By confirming the Offer, Customer acknowledges that it accepts, without limitation, the terms and conditions of the Contract (including these Terms and Conditions).

2. Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day” means any day other than a Saturday, Sunday, or a bank holiday;

“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Contract (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);

“Contract” means the contract for the purchase and sale of the Goods, which includes the Offer, these Terms and Conditions, and (if applicable) the Volume Discount Agreement. The Parties will be legally bound by the Contract upon (a) Customer’s acceptance/confirmation of the Offer, and (b) Supplier’s acceptance/confirmation of the order;

“Customer” means the person who accepts an Offer from the Supplier for the sale of the Goods, or whose order for the Goods is accepted by the Supplier;

“Goods” means the goods (including any instalment of the goods or any parts for them) which the Supplier is to supply in accordance with the Contract;

“Month” means a calendar month;

“Offer” means an offer made to the Customer for the sale of Goods by the Supplier which may be in any form (including a quotation) which sets out, at a minimum, the Price, delivery terms, and quantity of Goods being offered to the Customer.

“Price” means the price payable for the Goods including shipping expenses, taxes, and any other charges, as agreed in the Contract;

“Ship Ready Date” means the date on which the Goods (or a portion of the Goods) are ready to be shipped to the Customer as indicated in the Offer and thereafter confirmed to Customer in writing.

“Supplier” means Roboroots Inc, a company registered in Canada with Ontario Corporation Number 3199138 and having its registered address at 1554 Carling Ave #313, Ottawa, ON K1Z 7M4, Canada;

2.1 Unless the context otherwise requires, each reference in these Terms and Conditions to:

2.1.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

2.1.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

2.1.3 “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;

2.1.4 a Schedule is a schedule to these Terms and Conditions;

2.1.5 a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule; and

2.1.6 a “Party” or the “Parties” refer to the parties to the Contract.

2.2 The headings used in these Terms and Conditions are for convenience only and will have no effect upon the interpretation of these Terms and Conditions.

2.3 Words imparting the singular number will include the plural and vice versa.

2.4 References to any gender will include the other gender.

3. Basis of Sale and Service

3.1 The Supplier’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Supplier in writing. In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

3.2 No variation to the Contract will be binding unless agreed between the Parties in writing.

3.3 Sales literature, price lists, and other documents issued by the Supplier in relation to the Goods are subject to alteration without notice and do not constitute an Offer to sell the Goods which are capable of acceptance. No contract for the sale of the Goods will be binding on the Supplier unless the Supplier has made an Offer, received the Customers acceptance/confirmation of the Offer, and has issued an order acceptance/confirmation.

3.4 Any typographical, clerical, or other accidental errors or omissions in any sales literature,  price list, Offer, acceptance of an order, invoice, or other document or information issued by the Supplier will be subject to correction without any liability on the part of the Supplier.

4. The Goods

4.1 No Offer confirmation/acceptance or order submitted by the Customer will be deemed to be accepted by the Supplier unless and until accepted/confirmed in writing by the Supplier.

4.2 The specifications for the Goods will be those set out in the Supplier’s sales documentation unless expressly varied in the Offer if such variation(s) is/are accepted by the Customer and confirmed by the Supplier.

4.3 No order which has been accepted by the Supplier may be cancelled or varied by the Customer except with the agreement in writing of the Supplier on the terms that the Customer will indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges, and expenses incurred by the Supplier as a result of such cancellation or variation.

5. Price

5.1 The Price of the Goods will be the price listed in the Offer or such other price as may be agreed between the Parties in writing.

5.2 Where the Supplier has quoted a Price for the Goods, this Price will be valid only for the period specified in the Offer and where no such period is specified, the Price will be valid for 15 calendar days only.

5.3 The Supplier reserves the right, by giving written notice to the Customer, to increase the Price of the Goods to reflect any increase in the cost to the Supplier which is due to (a) any factor beyond the control of the Supplier (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials, or other costs of manufacturing),(b) any change in shipping dates, quantities, or specifications for the Goods which are requested by the Customer, or (c) delayed production based on any instructions of the Customer, late payment by Customer, or failure of the Customer to give the Supplier adequate information or instructions.

6. Payment

6.1 Subject to any special terms agreed inwriting between the Customer and the Supplier or any payment terms set out in an Offer acceptance/confirmation, upon entering into the Contract, the Supplier will invoice the Customer for the full Price of the order and Customer will be required to make (a) a deposit of 50% of the Price (excluding sales tax) to schedule production of the Goods, and (b) additional payments on the Ship Ready Date of the Goods (or a portion of the Goods) as notified by the Supplier inwriting.

6.2 All payments will be made to the Supplier as indicated in the Offer, relevant invoice, or other written instruction issued by the Supplier.

6.3 If the production, shipment, or delivery of the Goods (or a portion of the Goods) is delayed due to the late or nonpayment of the Customer then the Supplier will have no liability whatsoever in respect of such delays.

7. Delivery and Performance

7.1 Delivery of the Goods will be made by the Supplier delivering the Goods to the place specified in the Offer, or another place mutually agreed between the Parties in writing or, if no place of delivery is so specified, by the Customer collecting the Goods at the Suppliers’(or Suppliers suppliers’) premises at any time after the Supplier has notified the Customer that the Goods are ready for collection.

7.2 If the Customer (a) fails to take delivery of the Goods or any part of them on the Ship Ready Date and/or (b) fails to make payment or provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Supplier will be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause 9.1, risk in the Goods will pass to the Customer, delivery will be deemed to have taken place, and the Customer will pay to the Supplier all costs and expenses arising from such failure including but not limited to the costs of storing the Goods.

8. Production Delays and Shortfalls

8.1 In the event that the Supplier becomes aware that it will not be able to meet the Ship Ready Date or that it is otherwise unable to produce or deliver the Goods ordered by the Customer (in full or in any part thereof), then the Supplier will, as soon as reasonably practicable, notify the Customer of the production delay and/or shortfall setting out in reasonable detail (a) the reasons for the production delay/shortfall, (b)the amount Goods affected by the production delay/shortfall, (c) the estimated amount of time it would take the Supplier to rectify the production shortfall(if applicable), and (d) the new Ship Ready Date for the Goods (in full or in any part thereof).

8.2 After the Supplier providing notice to the Customer of the production delay and/or shortfall, the Parties will meet as soon as reasonably practical to discuss in good faith the potential remedial actions to rectify the production delay and/or shortfall, including but not limited to sourcing the Goods (in full or in any part thereof) from an alternative supplier meeting the specifications of the Goods.

8.3 In the event that the Parties, acting reasonably and negotiating in good faith, do not agree to any remedial action to address the production delay and/or shortfall, then the Customer will be entitled to:

8.3.1 Solely with respect to a production delay and/or shortfall causing the Ship Ready Date to be delayed by more than30 days from the last agreed Ship Ready Date which is (a) not caused by the action or inaction Customer or Customers carrier, and (b) is caused by factors within the Supplier’s reasonable control, then the Customer will be entitled to cancel the portion of the order affected by the production delay and/or shortfall, and in such case (where applicable) the Supplier will refund to the Customer any funds held which were applicable to the delayed/unproduced portion of order within20 business days from the date of cancellation.

8.4 The Customer acknowledges that the cancellation rights conferred to it in Clause 8.3.1 are the Customers only rights with respect to production delays and/or shortfalls and that the Supplier will have no further liability to the Customer with respect to production delays and/or shortfalls whatsoever and howsoever arising.

9. Risk and Retention of Title

9.1 Risk of damage to or loss of the Goods will pass to the Customer at(a) the time stipulated by Incoterms or International Commercial Terms, a series of pre-defined commercial terms published by the International Chamber of Commerce relating to international commercial law or, if the Customer is responsible for freight and fails to take delivery of the Goods or any part of them on the Ship Ready Date and/or fails to make payment or provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, (b) the Ship Ready Date.

9.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title to the Goods will not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the Price of the Goods.

9.3 Sub-Clause 9.2 notwithstanding, legal and beneficial title of the Goods will not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the Price of the Goods and any other amount that may be owed to Supplier by Customer, regardless of how such indebtedness arose.

9.4 Where possession of the Goods has passed to the Customer, until payment of any and all amounts owed to the Supplier under the Contract have been made, the Customer will be in possession of the Goods as bailee for the Supplier and the Customer will (at Customers cost), store the Goods separately and in an appropriate environment, will ensure that they are identifiable as being supplied by the Supplier, and will insure the Goods against all reasonable risks.

9.5 The Customer will not be entitled top ledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier.

9.7 The Customer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title will terminate if:

9.7.1 the Customer commits or permits any material breach of his obligations under the Contract;

9.7.2 the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;

9.7.3 the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;

9.7.4 the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator, or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.

10. Assignment

10.1 The Customer will not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.

11. Defective Goods

11.1 The Customer acknowledges that it has had the chance to receive and test samples of the Goods prior to entering into the Contract and that by entering into the Contract, the Customer understands and accepts that up to 5.0% of the order quantity of the Goods may have defects.

11.2 In consideration of clause 11.1, if more than 5.0% of the Goods are defective in any material respect and the Customer gives written notice of such defect to the Supplier (including sufficient evidence thereof), then within 15 Business Days of such delivery, the Supplier will at its option:

11.2.1 replace the defective Goods that are in excess of 5.0% of the order quantity; or

11.2.2 refund to the Customer the Price for those defective Goods that are in excess of 5.0% of the order quantity (or parts thereof, as appropriate); but the Supplier will have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if notice is not given by the Customer as set out above.

11.3 No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier. Subject thereto, any Goods returned which the Supplier is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection will either be replaced free of charge or, at the Supplier’s sole discretion the Supplier will refund or credit to the Customer the price of such defective Goods but the Supplier will have no further liability to the Customer.

11.4 The Supplier will be under noliability in respect of any defect arising from fair wear and tear, or any wilfuldamage, negligence, subjection to normal conditions, failure to follow theSupplier’s instructions (whether given orally or in writing), misuse oralteration of the Goods without the Supplier’s prior approval, or any other actor omission on the part of the Customer, its employees or agents or any thirdparty.

11.5 Goods, other than defective Goodsreturned under sub-Clauses 11.3, returned by the Customer and accepted by theSupplier may be credited to the Customer at the Supplier’s sole discretion andwithout any obligation on the part of the Supplier.

11.5 Subject as expressly provided in theContract, and except where the Goods are sold under a consumer sale, allwarranties, conditions, or other terms implied by statute or common law areexcluded to the fullest extent permitted by law.

11.6 The Customer will be responsible forensuring that, except to the extent that instructions as to the use or sale ofthe Goods are contained in the packaging or labelling of the Goods, any use orsale of the Goods by the Customer is in compliance with all applicablestatutory requirements and that handling and sale of the Goods by the Customeris carried out in accordance with directions given by the Supplier or anycompetent governmental or regulatory authority and the Customer will indemnifythe Supplier against any liability, loss, or damage which the Supplier mightsuffer as a result of the Customer’s failure to comply with this condition.

12. Customer’s Default

12.1 If the Customer fails to perform anyof its obligations under the Contract (including failure to make a payment onthe date which such payment is due) then, without prejudice to any other rightor remedy available to the Supplier, the Supplier will be entitled to:

12.1.1 suspend or delay the performance ofany of its obligations under the Contract without any liability to the Customerwhatsoever (including but not limited to, withholding delivery of the Goods tothe Customer);

12.1.2 cancel the order or suspend anyfurther deliveries or provision of Goods to the Customer;

12.1.3 appropriate any payment made by theCustomer to such of the Goods (or the goods supplied under any other contractbetween the Customer and the Supplier) as the Supplier may think fit(notwithstanding any purported appropriation by the Customer); and

12.1.4 charge the Customer interest (bothbefore and after any judgement) on any unpaid amount, at the rate of 8.5% perannum above the Bank of Canada base rate until payment in full is made (a partof a month being treated as a full month for the purpose of calculatinginterest).

12.2 The conditions of Clause 12.1 willalso apply if:

12.2.1 the Customer fails to perform orobserve any of its obligations or is otherwise in breach of the Contract;

12.2.2 the Customer becomes subject to anadministration order or enters into a voluntary arrangement under Parts I orVIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (asamended) or (being an individual or firm) becomes bankrupt or (being a company)goes into liquidation;

12.2.3 an encumbrancer takes possession, ora receiver is appointed, of any of the property or assets of the Customer;

12.2.4 the Customer ceases, or threatens tocease, to carry on business; or

12.2.5 the Supplier reasonably apprehendsthat any of the events mentioned above is about to occur in relation to theCustomer and notifies the Customer accordingly.

12.3 If any of the conditions of sub-Clause12.2 apply then, without prejudice to any other right or remedy available tothe Supplier, the Supplier will be entitled to cancel the Contract or suspendany further deliveries under the Contract without any liability to theCustomer, and if the Goods have been delivered but not paid for the Price willbecome immediately due and payable notwithstanding any previous agreement orarrangement to the contrary.

13. Liability

13.1 The Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses, or other claims (whether caused by the Supplier’s employees or agents or otherwise) which arise out of or in connection with the supply of the Goods.

13.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

13.3 Where the Customer consists of two or more persons such expression throughout will mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer will be joint and several obligations of such persons.

13.4 The Supplier will not be liable to theCustomer or be deemed to be in breach of the Contract by reason of any delay inperforming, or any failure to perform, any of the Supplier’s obligations if thedelay or failure was due to any cause beyond the Supplier’s reasonable control.

13.5 Nothing in the Contract will excludeor limit the liability of the Supplier:

13.5.1 for death or personal injury causedby the Supplier’s negligence;

13.5.2 for any matter which it would beillegal for the Supplier to exclude or attempt to exclude its liability; or

13.5.3 for fraud or fraudulentmisrepresentation.

13.6 Subject to the remaining provisions ofthis Clause 13:

13.6.1 the Supplier’s total liability incontract, tort (including negligence or breach of statutory duty), misrepresentation,restitution or otherwise, arising in connection with the performance orcontemplated performance of the Contract will be limited to the Price of theGoods set out in the Contract; and

13.6.2 the Supplier will not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect, or consequential, or any claims for consequential compensation whatsoever(howsoever caused) which arise out of or in connection with the Contract.

14. Confidentiality

14.1 Each Party undertakes that, except asprovided by sub-Clause 14.2 or as authorised in writing by the other Party, it will,at all times during the continuance of the Contract and for a period of 12 monthsafter its termination:

14.1.1 keep confidential all ConfidentialInformation;

14.1.2 not disclose any ConfidentialInformation to any other person;

14.1.3 not use any Confidential Informationfor any purpose other than as contemplated by and subject to the Contract;

14.1.4 not make any copies of, record inany way, or part with possession of any Confidential Information; and

14.1.5 ensure that none of its directors,officers, employees, agents, or advisers does any act which, if done by thatParty, would be a breach of the provisions of sub-clauses 14.1.1 to 14.1.4above.

14.2 Either Party may:

14.2.1 disclose any Confidential Informationto:

14.2.1.1 any sub-contractor or supplier ofthat Party;

14.2.1.2 any governmental or otherauthority or regulatory body; or

14.2.1.3 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies; to such extent only as is necessary for the purposes contemplated by the Contract, or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 14.2.1.2 above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 14,to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

14.2.2 use any Confidential Information forany purpose, or disclose it to any other person, to the extent only that it isat the date of the Contract, or at any time after that date becomes, publicknowledge through no fault of that Party, provided that in doing so that Partydoes not disclose any part of that Confidential Information which is not publicknowledge.

14.3 The provisions of this Clause 14 willcontinue in force in accordance with their terms, notwithstanding thetermination of the Contract for any reason.

15. Intellectual Property

15.1 Each Party will continue to own theIntellectual Property Rights in all documents and goods owned by that Partyprior to the date of the Contract.

15.2 So far as is required for thecompletion of the Contract, the Party owning such Intellectual Property Rights willgrant to the other Party a royalty free, non-exclusive, non-assignable licencethat will terminate on the termination of the Contract

15.3 The Supplier will own the IntellectualProperty Rights in all documents and Goods created by it during the course ofthe Contract.

15.4 Customer will indemnify Supplier fromand against any and all claims arising in relation to the use of anyIntellectual Property Rights required to be used by the Supplier in theperformance of its obligations under the Contract.

16. Term and Termination

16.1 The Contract will commence on the datethat (a) the Customer has accepted/confirmed the Offer, and (b) the Supplierhas accepted/confirmed the order;

16.2 The Contract will automatically terminate(a) where there is a Volume Discount Agreement in place, at the end of theterm, or (b) where there is no Volume Discount Agreement in place, upon transferof title in the Goods to the Customer.

17. Communications

17.1 Notices will be deemed to have beenduly given:

17.1.1 when delivered, if delivered bycourier or other messenger (including registered mail) during the normalbusiness hours of the recipient; or

17.1.2 when sent, if transmitted byfacsimile or e-mail and a successful transmission report or return receipt isgenerated;

17.1.3 on the fifth Business Day followingmailing, if mailed by national mail, postage prepaid; or

17.1.4 on the tenth Business Day followingmailing, if mailed by international mail, postage prepaid.

17.2 All notices under the Contract will beaddressed to the most recent address, e-mail address, or facsimile numbernotified to the other Party.

18. Force Majeure

18.1 Provided that the affected Partynotifies the unaffected Party within 5 Business Days from the date from which ithas been affected by a Force Majeure Event, the affected Party will not beliable for any failure or delay in performing its obligations where suchfailure or delay results from a Force Majeure Event. A Force Majeure Eventincludes any event affecting the performance of a Party which is beyond thereasonable control of the affected Party including, but not limited to: powerfailure, Internet Service Provider failure, industrial action, civil unrest,fire, flood, storms, earthquakes, acts of terrorism, acts of war, pandemics, andgovernmental action.

18.2 Where such Force Majeure Event subsists for more than 20 Business Days, the unaffected Party may terminate the Contract.

19. Waiver

No failure by either Party to enforce the performance of any provision in the Contract will constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure will not be deemed to be a waiver of any preceding or subsequent breach and will not constitute a continuing waiver.

20. Severance

In the event that one or more of the provisions of the Contract (including these Terms and Conditions) are found to be unlawful, invalid, or otherwise unenforceable, those provisions will be deemed severed from the remainder of the Contract and the remainder of these terms and conditions of the Contract will be valid and enforceable.

21. Law and Jurisdiction

21.1 The Contract (including any non-contractual matters and obligations arising there from or associated therewith) will be governed by, and construed in accordance with, the laws of the Province of Ontario, Canada.

21.2 Any dispute, controversy, proceedings, or claim between the Parties relating to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) will fall within the jurisdiction of the courts of Ontario, Canada.

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