GENERAL TERMS AND CONDITIONS OF SALE

 

1. Scope

These Standard Terms and Conditions of Sale ("Terms") shall govern the sale by Greenleaf Canvas (“Greenleaf”) of all goods and/or services (collectively, the “Services”) as well as all subsequent transactions between Greenleaf and the purchaser ("Purchaser"). The Purchaser acknowledges and agrees that these Terms shall constitute part of any final contract of sale created by the completion of an Order Form either online or in person ("Sales Agreement") that may be entered into between Purchaser and Greenleaf. In the event of any inconsistency between the terms and conditions contained in any other document and these Terms, these Terms shall prevail unless otherwise agreed upon in writing by Greenleaf or its duly authorized representative. Greenleaf shall not be bound by any terms and conditions affixed to Purchaser's order form or other procurement documents that are in addition to or inconsistent with these Terms. Neither commencement of performance nor delivery by Greenleaf shall be deemed or constituted as acceptance of Purchaser's additional or conflicting terms and conditions. Terms are subject to change at Greenleaf's sole discretion at any time.

2. SUBJECT OF AGREEMENT

The subject of this Agreement is the production of canvas prints of images submitted by Purchaser to Greenleaf and the printing thereof by Greenleaf and subsequent shipment of finished canvass prints to the Purchaser.

3. Quotations & Orders

(a) Unless otherwise specified, all written quotations shall be intended for reference purposes only, constituting neither an offer to sell nor imposing any obligations or liability on Greenleaf. All written quotations and offers to sell automatically expire ten (10) days from the date quoted unless otherwise specified. For greater certainty, all offers to sell are offers by Greenleaf to sell to Purchaser on the terms set forth herein.

(b) Unless otherwise expressly agreed upon in writing by Greenleaf, any figures, measurements, dimensions, performance values, samples, patterns, statements, technical provisions or specifications, catalogues, brochures, depictions, photographs, images, models, designs, drawings, promotional materials in print or electronic format or other descriptive specifications relating to Greenleaf's quotation or offer to sell ("Specifications") are approximations only and shall not be deemed to form part of any contract or be treated as constituting any representation, warranty or condition in relation to the goods or services. Greenleaf reserves the right to modify these Specifications at any time prior to the execution of any Sales Agreement between Purchaser and Greenleaf.

(c) Any deviations between the goods supplied and any offers, samples, trial products and pre-deliveries are permitted in accordance with technical norms and within standard industry variances and tolerances.

(d) No order placed by Purchaser shall be deemed to be accepted by Greenleaf unless and until confirmed in writing by Greenleaf or its duly authorized representative or until performed by Greenleaf. Greenleaf reserves the right to accept or decline any order in whole or in part within thirty (30) days after receipt of Purchaser's order, during which time the order may only be cancelled, rescheduled or modified by Purchaser with the prior written consent of Greenleaf or its duly authorized representative. For greater certainty, subsequent requirements of Purchaser for goods not contained in an original offer to sell or Purchaser's order must be accepted and confirmed in writing by Greenleaf or its duly authorized representative.

4. Price, Terms of Payment and Financing

(a) The price for all goods and services shall be expressly set out in the Sales Agreement, delivered in the form of an Order Form.

(b) Unless otherwise stated in writing by Greenleaf, the price of goods shall be exclusive of any retail sales tax. The price shall be exclusive of shipping charges, insurance, applicable sale, use or other taxes payable to any governmental authority ("Additional Costs").

(c) Unless otherwise agreed upon in writing, Greenleaf's invoices shall due for payment immediately and shipments shall only be made against advance payment. Unless otherwise agreed upon in writing by Greenleaf, all payments shall be in Canadian Funds and must be made directly to Greenleaf in accordance with the payment options described on Greenleaf's Order Form. Unless otherwise agreed upon in writing, Purchaser shall not have any right of deduction or set-off. Objections to Greenleaf's accounting, account statements, account reconciliations, etc. must be received in writing by Greenleaf within a period of four (4) weeks from the date of the invoice or other applicable. In the event that Purchaser fails to provide a timely objection notice to Greenleaf, the terms of the invoice or other document shall be deemed to have been irrevocably accepted by Purchaser. Notwithstanding the foregoing, Greenleaf reserves the right to correct, at any time, any invoicing errors, including calculation errors, which may arise from time to time.

(d) Upon approval of Greenleaf, i a Purchaser elects to pay in installments, the Purchaser agrees that Greenleaf shall be entitled to charge the Purchaser’s credit card for the monthly payment amount set out in the Order Form on the first business day of each month.  The Purchaser agrees to promptly provide Greenleaf with any change of credit card information.  The Purchaser agrees that the failure to pay the monthly payment when due shall constitute a “default”.  If a Purchaser defaults, Greenleaf shall have the right to:  (i) demand the Purchaser pay the entire unpaid balance on the account immediately; and (ii) proceed with legal action against the Purchaser.

5. Delivery of Goods and Performance of Services

(a) Unless otherwise agreed upon in writing, Greenleaf shall deliver goods at any time after Greenleaf has notified Purchaser that goods are ready for delivery by means of an order confirmation notice. Selection of the carrier and route of delivery shall be made by Greenleaf. Delivery of goods to a common carrier or a registered courier shall constitute delivery to Purchaser and risk of loss shall thereupon pass to Purchaser. In no event shall Greenleaf have any liability in connection with shipment, nor shall the carrier be deemed to be an agent of Greenleaf. Notwithstanding anything contained herein to the contrary, if the shipment or receipt of goods is delayed for reasons beyond the responsibility of Greenleaf, risk of loss shall pass to Purchaser upon receipt of an order confirmation notice or other similar document from Greenleaf.

(b) Greenleaf will use commercially reasonable efforts to deliver goods in the shortest time possible. However, specific dates and times will not be guaranteed.

(c) Unless otherwise agreed upon in writing by the parties, Greenleaf reserves the right to deliver goods in installments and/or perform services in stages. Each delivery of goods shall be treated as a separate transaction and payment thereof shall be in proportion to the overall purchase price set out in the Sales Agreement. Delay or failure by Greenleaf to deliver an installment and/or perform a stage of service in accordance with these Terms shall not entitle Purchaser to repudiate or cancel the delivery of other installments or stages of goods under the Sales Agreement.

(d) Reminders and final deadlines must be communicated in writing.

(e) Greenleaf shall not be liable to Purchaser for any delay or failure to deliver goods and/or perform services including but not limited to any cause beyond Greenleaf's reasonable control, including, without limitation, any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, illness or injury to workers, delayed or failed deliveries by subcontractors, power failure, damage or destruction of production facilities, riot, insurrection, transportation delays or defaults, delay in supply or shortages of fuel, components, raw materials or supplies, labour shortage, acts or omissions of third parties, action of any governmental authority, or any other cause beyond the reasonable control of Greenleaf (the "Force Majeure"). In such event, Greenleaf must promptly provide Purchaser with written notice of the Force Majeure. Greenleaf's time for delivery and/or performance shall be extended for a period equal to the time lost by reasons of the Force Majeure without subjecting Greenleaf to any liability or penalty. If the Force Majeure event lasts longer than forty-five (45) calendar days, Greenleaf may immediately terminate all or part of the Sales Agreement, without incurring any liability or penalty, by providing written notice of such cancellation to Purchaser.

(f) For greater certainty, Greenleaf shall not be liable for any damages, losses, costs or expenses (collectively, the Damage") resulting from Greenleaf’s delay in delivery of goods and/or provision of services to Purchaser unless such Damage arises from the gross negligence of Greenleaf. Notwithstanding the foregoing, where the gross negligence of Greenleaf causes a delay in the delivery of the goods or provision of services, Purchaser's sole remedy shall be the payment of compensation equal to half of a percent (0.5%) per week up to a maximum of five percent (5%) of the value of the portion of the delivery which cannot be used on time for its intended purpose as a result of the delay.

(g) Because of variations in equipment, paper, inks and other conditions, reasonable variations in color between the original submitted digital image and the print produced by Greenleaf must be expected. Prints delivered with variations of his kind shall be considered as acceptable performance.

6. Inspection and Acceptance of Goods and Services

(a) Notwithstanding (i) payment, (ii) passage of title, or (iii) prior inspection or tests, all goods and services furnished under Sales Agreement shall be subject to Purchaser's right of inspection and acceptance upon delivery.

(b) Following delivery and within three (3) calendar days of receipt of goods by Purchaser, Purchaser shall provide Greenleaf with a written notice containing the full details of any alleged defect or non-conformity in goods ("Rejection Notice"). Purchaser may return rejected goods to Greenleaf at Purchaser's risk and expense and in accordance with Greenleaf's instructions. Greenleaf shall make the final determination as to whether its goods are defective or non-conforming. Purchaser's exclusive remedy and Greenleaf's entire liability to Purchaser in the event of a rejection shall be expressly limited to either the prompt replacement of the goods, the repair of any defect or non-conformity or, at Greenleaf's option, the issuance of a credit or refund for the purchase price of the defective or non-conforming goods. Notwithstanding the foregoing, in the event that Purchaser fails to provide a timely Rejection Notice to Greenleaf, Purchaser will be deemed to have irrevocably accepted goods. Moreover, the use of any goods by Purchaser, its agents, employees or licensees, for any purpose after delivery thereof, shall constitute irrevocable acceptance of goods by Purchaser.

7. Title

Title to and ownership of all goods shall not pass to Purchaser until payment of the purchase price and any Additional Costs has been made in full to Greenleaf.

8. Content of the image files, damage of third party rights

(a) The Purchaser is solely responsible for the content of any submitted image files.

(b) The Purchaser warrants, that he will not submit any image file that infringes any patent, trademark, copyright or other intellectual or proprietary right of any party. The Purchaser could be liable to pay substantial claims for indemnification by a third party for infringing copyright laws. The Purchaser is liable for all consequences of violation of aforementioned rights and indemnifies Greenleaf from all liability.

(c) When executing a Purchase Agreement, the Purchaser is responsible for ensuring that all uploaded image files do not violate any law, especially laws related to child pornography. Greenleaf reserves the right to report any images that Greenleaf judges as potential violations of the law to the applicable authorities.

9. Security Interest and Solvency

Purchaser represents and warrants to Greenleaf that Purchaser is solvent. Greenleaf retains a security interest in goods to secure payment of the purchase price and all other indebtedness and obligations that Purchaser now and in the future owes to Greenleaf. Purchaser shall take all actions that Greenleaf requests to perfect, and to obtain and maintain first priority of, that security interest, and Purchaser shall pay, or reimburse Greenleaf for, all fees, taxes and other costs that are incurred in connection with those actions. To the extent permitted by law, Purchaser waives requirement of being provided with a copy of any financing or verification statement or renewal thereof.

10. Changes and Cancellation

No Sales Agreement may be cancelled or amended by Purchaser except with the approval in writing of Greenleaf and on terms that Purchaser shall indemnify Greenleaf in full and on demand against all loss (including loss of profit), costs (including the cost of all labour and materials used, as well as accounting, legal and clerical costs), damages, charges and expenses incurred by Greenleaf as a result of the cancellation or change.

11. Limited Warranty

(a) Except as otherwise specified herein, Greenleaf warrants that: (i) all goods and services purchased hereunder are free from defects in material and workmanship and conform to the requirements of Sales Agreement; (ii) Greenleaf has good title to goods and the right to sell them to Purchaser; and (iii) goods and services shall conform to the written Specifications, if any, described in the Sales Agreement.

(b) Unless otherwise agreed upon in writing, the warranty period for all goods delivered by Greenleaf will expire three (3) calendar days after the date of the delivery of goods to the Purchaser (the "Warranty Period"). If Purchaser believes that the goods and/or services are defective or deficient, Purchaser shall provide Greenleaf with a written notice by letter, fax or e-mail, containing the full details of the alleged defect or deficiency and setting out the date of the order confirmation, the delivery confirmation or the invoice (the "Rejection Notice"). At Greenleaf's direction, Purchaser shall return the defective or deficient goods to Greenleaf at Purchaser's risk and expense and in accordance with Greenleaf's return policy in effect from time to time, failing which any and all warranty obligation on Greenleaf's part shall become void. Greenleaf shall promptly investigate such claimed breach and shall, at its sole discretion and within thirty (30) days of the date of the Rejection Notice either: (i) provide information to Purchaser confirming that no breach of warranty has in fact occurred; or (ii) advise Purchaser of Greenleaf's planned corrective action. If Greenleaf determines that the Rejection Notice was given without cause, Purchaser shall reimburse Greenleaf for all applicable costs and expenses thereby occasioned to Greenleaf. If a breach of warranty has in fact occurred, Greenleaf shall, at its sole discretion, promptly: (i) repair or replace the defective goods at no additional cost to Purchaser; (ii) issue credit or refund amounts paid by Purchaser related to the portion of goods and/or services in breach of warranty; or (iii) unless the defect in question is a minor one, cancel the Sales Agreement. All costs incidental to repairing or replacing defective goods or correcting or re-performing the deficient services shall be borne by Purchaser and in no event shall Greenleaf be liable for such costs. All warranty repairs or replacements and any services that have been re-performed or corrected under warranty shall only be warranted for the balance of the original Warranty Period.

(c) Notwithstanding anything contained herein to the contrary, where Greenleaf is required to perform corrective work, Greenleaf's warranty shall be limited to the goods actually delivered. Greenleaf shall only warrant the proper functionality of its products and components where the faulty functioning in question cannot be attributed to incorrect or incomplete information provided by Purchaser.

(d) Purchaser shall not be entitled to withhold payments on account of warranty claims or other counter-claims not recognized by Greenleaf.

(e) Warranty Exclusions: This warranty excludes normal wear and tear and ordinary deviations in size, weight or quality. This warranty also excludes coverage for used goods and seconds as well as goods not manufactured by Greenleaf or its affiliates. Repair or replacement of goods and/or re-performance or correction of services due to: (i) misuse or abuse; (ii) improper use or maintenance; (iii) failure to observe instructions contained in user/owner manuals; (iv) mishandling or testing by Purchaser, its affiliates and agents; (v) negligence; (vi) alterations, maintenance or repair work undertaken by Purchaser or third parties; (vii) excessive stress; (viii) accident; (ix) improper storage; (x) use of incompatible supplies or cleaning agents; (xi) an event of Force Majeure; (xii) chemical influences; (xiii) foreign object damage; or (xiv) damage in transit, are excluded from Greenleaf's warranty obligations.

(f) The preceding paragraphs set forth the exclusive remedy for all claims based on failure of, or defect in, goods sold hereunder, whether the failure or defect arises before or during the warranty period, and whether a claim, however instituted, is based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise. Upon the expiration of the warranty period, all such liability shall terminate. Unless otherwise agreed in writing by Greenleaf, this warranty shall not be assigned to any third party. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY. NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE SHALL APPLY. C2C DOES NOT WARRANT ANY GOODS OR SERVICES OF OTHERS, WHICH PURCHASER HAS DESIGNATED.

12. Limitations of Liability

(a) GREENLEAF'S LIABILITY WITH RESPECT TO ALL CLAIMS OF ANY KIND, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ALL LOSSES OR DAMAGES ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THIS AGREEMENT, OR THESE TERMS AND CONDITIONS, OR FROM THE PERFORMANCE OR BREACH THEREOF, OR FROM ANY GOODS OR SERVICES COVERED BY OR FURNISHED UNDER THE AGREEMENT OR ANY EXTENSION OR EXPANSION THEREOF (INCLUDING REMEDIAL WARRANTY EFFORTS), SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO THE SPECIFIC GOODS OR SERVICES THAT GIVES RISE TO THE CLAIM. ALL SUCH LIABILITY SHALL TERMINATE UPON THE EXPIRATION OF THE WARRANTY PERIOD SPECIFIED ABOVE.

(b) IN NO EVENT, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL GREENLEAF, ITS EMPLOYEES, AGENTS, SUPPLIERS AND AFFILIATES BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF ANY PROPERTY, COST OF CAPITAL, COST OF PURCHASED POWER OR ENERGY, COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, BUSINESS INTERRUPTION COSTS, DOWNTIME COSTS, INJURY TO PERSON OR PROPERTY OR DEATH, OR CLAIMS OF PURCHASERS OF PURCHASER FOR SUCH DAMAGES OR LOSSES, AND PURCHASER WILL INDEMNIFY GREENLEAF, ITS EMPLOYEES, AGENTS, SUPPLIERS AND AFFILIATES AGAINST ANY SUCH CLAIMS FROM PURCHASER'S PURCHASERS. IF PURCHASER RESELLS GOODS SOLD HEREUNDER TO ANY THIRD PARTY WHO IS NOT A CONSUMER OF GREENLEAF'S GOODS, PURCHASER SHALL OBTAIN FROM SUCH THIRD PARTY A PROVISION AFFORDING GREENLEAF AND ITS SUPPLIERS THE PROTECTION OF THE PRECEDING SENTENCE. Any action or suit by Purchaser against Greenleaf relating to the Sales Agreement of the goods and/or services covered hereby must be brought within one (1) year of the date of invoice for such goods or services. The parties hereto acknowledge and agree that this is a commercial transaction.

13. Indemnification

Purchaser shall indemnify, defend and hold harmless Greenleaf from and against all claims, demands, causes of action (including third-party claims), losses, damages, expenses (including consequential and incidental damages, court costs and attorney fees) and liabilities of every kind and nature that Greenleaf incurs as a result of Purchaser's breach of any of Purchaser's obligations under the Sales Agreement and/or these Terms.

14. Confidentiality/Intellectual Property

(a) All technical information and/or Specifications, etc. supplied by Greenleaf in connection herewith shall be treated as strictly confidential by Purchaser and must not be made available to any third party both prior to and after execution of Sales Agreement and delivery of goods and/or provision of services without the prior written consent of Greenleaf.

(b) Greenleaf expressly reserves all right, title and interest in any documents, Specifications, and other technical information provided to Purchaser in connection with Sales Agreement, quotation, offer to sell, installation, service, or repair of goods sold, and Purchaser shall return same to Greenleaf upon request.

(c) To the extent that goods are supplied in accordance with Purchaser's Specifications or statements (collectively, the "Statements"), Purchaser represents and warrants that such Statements do not infringe any third party intellectual property rights. Purchaser agrees to indemnify Greenleaf in respect of any claim for intellectual property infringement by a third party resulting from the use of the Statements by Greenleaf.

15. Notice

Any notice, approval, consent, waiver, or other communication to be given hereunder shall be in writing and shall be deemed to be given if delivered personally, or sent by registered mail in which case such notice, approval, consent, waiver or other communication shall be deemed to be received on the second business day following the mailing thereof by registered mail to:

Greenleaf Canvas
7510C 5 Street SE
Calgary, Alberta
T2H 2L9

and to Purchaser at such mailing address, telephone, facsimile, or email address provided by Purchaser.

16. Language

These Terms and any document relating thereto have been prepared in the English language at the express request of the parties. Les parties exigent, et par les présentes confirment leur demande, que ce contrat et tous les documents y afférents soient rédigés en anglais seulement.

17. Entire Agreement

These Terms along with the completed Order Form and any document relating thereto contain the entire agreement between Purchaser and Greenleaf and shall not be altered or amended except by written instrument signed by both parties.

18. Applicable Law and Jurisdiction

These Terms and any document relating thereto shall be governed by and interpreted according to the laws of the Province of Alberta and applicable federal laws of Canada, without reference to its choice of law rules and excluding the United Nations Convention on the International Sale of Goods, and either party shall bring any action that arises out of or relates the Sales Agreement and/or these Terms in any court in Calgary, Alberta, that has jurisdiction over the subject matter.

 

 

 

 

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