JRT Nurseries Inc. (“JRT/ Meridian Young Plants”) will recognize no modifications or additions to these terms and conditions unless specifically agreed to in writing by JRT. These Terms and Conditions of Sale supersede any previous conditions. JRT and the Customer are collectively referred to as the “Parties” and each is referred to as a “Party.”
1. GENERAL
All sales of products and services (“Products”) by JRT/ Meridian Young Plants(whether made by JRT directly or through an agency, third-party or assignee) are conditioned upon the Customer’s acceptance of these terms and conditions. JRT reserves the right to withdraw the offer of the Products if such acceptance is not granted. Any different terms and conditions that may be proposed by the Customer are objected to and may not be binding upon JRT.
2. ACCEPTANCE
By virtue of the Customer issuing an order for Products, they also accept JRT’s Terms and Conditions of Sale as part of the order. Any order for, statement of intent to purchase, or acceptance of any shipment of Products shall constitute the Customer’s consent to these Terms and Conditions of Sale.
3. PURCHASE ORDER
In the event that the provisions of the Customer's purchase order conflict with the terms of these terms and conditions, these terms and conditions shall govern and supersede the terms of the Customer's purchase order, notwithstanding that the purchase order is accepted, acknowledged or otherwise executed by or on behalf of JRT.
If the Customer requires a purchase order number on the invoice, then the Customer must provide the number at the time of placing an order.
4. PAYMENT
Credit and payment options are available upon approved accounts and generally due upon thirty (30) days of shipment or pick up. We accept cheque, credit card payments, EFTs and e-transfer. For credit card payments, an additional fee of THREE AND A HALF PERCENT (3.5%) will apply.
All approved accounts not paid by the buyer in full within the terms set will be charged a service charge equal to ONE AND A HALF PERCENT (1.5%) PER MONTH (19.56% per annum) of the unpaid balance.
All duty, brokerage and phytosanitary certificate fees are the responsibility of the Customer unless otherwise agreed in writing.
The Customer shall provide all required payments hereunder to JRT in a timely manner, and in accordance with the quotation. The Customer acknowledges and agrees that JRT will charge for travel time and for travel from its various zones and that such charges may increase the quotation
5. PRICES
Prices to the Customer for Products shall be in accordance with applicable price quotations or periodic price sheets issued by JRT. All prices are F.O.B. Aldergrove unless previously agreed to in writing and are subject to change at any time. Unless otherwise agreed to in writing, price quotations or estimates issued by JRT shall be valid for thirty (30) days from the date of issuance
JRT reserves the right to amend the price(s) in the quotation where variations in regulated costs such as rate of duties, taxes, special assessments, monetary exchange and freight between the date of quotation and date of delivery are deemed significant by JRT
6. INVOICES
The Customer shall notify JRT in writing of any dispute with any invoice (along with a reasonably detailed description of the dispute) within five (5) business days from the date of such invoice. Invoices for which no such timely notification is received shall be deemed accepted by the Customer as true and correct, and the Customer shall pay all amounts due under such invoices. The Parties shall seek to resolve all such disputes expeditiously and in good faith. Notwithstanding anything to the contrary, each Party shall continue performing its obligations under these terms and conditions during any such dispute, including, without limitation, payment by the Customer of all undisputed amounts due and payable.
7. TAXES
We are required to collect sales taxes on the gross sales unless the Customer is sales exempt.
PRICES DO NOT INCLUDE any applicable sales, use or other taxes. Sales tax will be charged as per the sales tax rate applicable to the Province/State of the business or sales. The amount of any such taxes that JRT may be required to pay or collect may be added to each invoice.
The Customer shall notify JRT in writing in the event that they plan to file a refund with regards to any taxes paid to JRT. The Customer shall not apply for a refund unless it has provided JRT with five(5) business days prior written notice to JRT
If JRT is audited and assessed for any further tax amounts, the Customer shall pay to JRT any such additional amounts. Such amounts will be added to any subsequent invoice from JRT.
8. DEPOSIT
A thirty percent (30%) non-refundable deposit will be required to hold Products containing plant material for more than thirty (30) days. If the deposit is not received within thirty (30) days, the order will be cancelled
9. ORDER CHANGES
In cases where changes are required to quantities, qualities or configurations of the Products offered, additional charges may be applied accordingly.
Either Party may request a change to the Products provided under the quotation by way of a written change order (a "Change Order") by submitting a request to the other Party in writing. JRT shall not proceed with any change to its obligations under a Change Order request unless documented in a Change Order executed by both Parties. The Customer acknowledges that any Change Order may result in an increase in the quotation. The Customer will authorize and pay for any changes including but not limited to product changes, schedule changes, inclement weather, labour, availability or service costs. It is the Customer's responsibility to cooperate in the timely processing, approval and payment of any charges.
JRT reserves the right to make any changes to the Products and/or the quotation and the Customer shall be responsible for all additional amounts resulting from any changes in the scope of work required to provide the Products or other unexpected charges incurred by JRT relating to the Products.
Charges may apply if an order is cancelled after a purchase order has been received by JRT. Verbal purchase orders are not accepted
10. CUSTOM ORDERS
All custom Product orders require a fifty percent (50%) non-refundable deposit prior to placing an order. Once the material has been custom produced for your order, such an order must be picked up by the Customer within seven (7) days after the date of pick up, the custom order will be released for general sale and the deposit on the custom order will be forfeited. All custom order Product sales will be considered final.
Any customer with a delinquent account will be refused service until the account is paid off. In the event the Customer does not complete the purchase of the Products then the deposit will be retained by JRT as a genuine estimate of liquidated damages without limiting any further claims JRT may have against the Customer in law or equity.
11. TITLE AND RISK OF LOSS
Title and risk of loss and damage shall pass to Customer F.O.B. JRT`s facilities in Aldergrove, BC
12. SHIPPING AND CLAIMS/WARRANTY
Shipping costs are at the Customer’s expense and/or risk. Shipping dates are approximate and are based on prompt receipt of all necessary information at JRT’s facility. JRT shall not be liable for the delay in delivery for any reason.
The Customer will purchase all packing and shipping materials at the cost (cribs, pallets,wooden rack rental) set by JRT. THE CUSTOMER WILL HAVE TO PAY FOR THE RACKS. ANY RETURNS OF THE SHIPPING CRIBS AND/OR RETURN OF WOODEN RACKS WILL NOT BE ACCEPTED.
Delivery may be on JRT’s own trucks, a third-party carrier or a combination of these and as such, JRT does not assume risk of damage or loss in transit. All shortages or transit damage must be clearly noted on the shipment Bill of Lading and submitted within forty-eight (48) hours of delivery. All claims for damage of Products in transit must be made with the carrier. Any claim of quality concerns, grade irregularity or shortages must be made with JRT within forty-eight (48) hours of delivery. All stock is warranted alive, true to name and in good condition leaving the nurseries and must be inspected upon receipt by the Customer. JRT may elect, in its sole discretion, to replace any Product without charge in lieu of providing a refund. For the avoidance of doubt, JRT is not obligated to replace any Product without charge.
In the event the Customer request a delay in completion and shipment or by Customers actions causes a delay in the completion and shipment of the Products or any part thereof for any reason, the Parties shall agree upon any cost and/or scheduling impact of such delay, with all such costs to the account of the Customer.
RETURNS OF PRODUCTS ARE NOT ACCEPTED due to plant health regulations. The Products are sold on an “as is, where is” basis. JRT operates multiple growing locations, and the Customer may be required to pick up at multiple sites
13. CANCELLATIONS
Orders once accepted are not subject to cancellation unless on terms that will indemnify JRT and its affiliates, subsidiaries, associates, directors, officers shareholders and representatives (the “JRT Indemnified Parties”) against loss and/or expenses incurred. Charges may apply if an order is cancelled after a purchase order has been received by JRT. Verbal purchase orders are not accepted.
Cancellation of orders must be in writing and accepted in writing by JRT, who will provide the charge, if any, for the cancellation, and the Customer agrees to these charges. A non-refundable deposit may be required to reserve orders. Failure of the Customer to take delivery of the order in its entirety within ten (10) days of the indicated shipping date will result in, at the discretion of JRT, loss of the deposit or a holding fee of FOUR PERCENT (4%) PER MONTH for maintenance. The Customer will be responsible for any loss suffered by JRT as a result of said failure including indirect and consequential damages.
JRT reserves the right to cancel a portion, or all of the order should damage or losses occur
14. NO REPRESENTATIONS OR WARRANTIES GIVEN BY JRT
Unless otherwise expressly provided herein, the Customer acknowledges that it has selected the Products as a result of its own investigations and without relying on any representations or warranties given by JRT, whether expressed, implied or at law. The Customer shall indemnify and hold the JRT Indemnified Parties harmless from any cost, expense or damage incurred by JRT in making a claim for breach any representation or warranty with respect to the Products.
15. LOSS OR DAMAGE
The Customer shall use the Products at its own risk and shall indemnify and hold the JRT Indemnified Parties harmless from and against any and all liability, loss, damage, expense, causes of action, suits, claims or judgments arising from injury to persons or property or death arising from or in connection with the actual or alleged use, operation, delivery or transportation of the Products or its location or condition. Any amounts payable by the Customer's insurers, or by any third party for equipment loss or damage are to be made payable to JRT and the Customer is to pay JRT the difference between the invoiced amount and the amount otherwise paid, immediately and in full.
16. LIMITATION OF LIABILITY
CUSTOMER ACKNOWLEDGES AND AGREES, UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, THERE IS NO WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESSED, IMPLIED OR AT LAW, INCLUDING AS TO THER SAFETY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS. THE CUSTOMER ACKNOWLEDGES THAT THE PRODUCTS ARE OF THE QUALITY, DESIGN, SIZE CAPACITY AND KIND SELECTED BY THE CUSTOMER. THE CUSTOMER BUYS THE PRODUCTS IN AN "AS IS" CONDITION. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT JRT SHALL NOT BE LIABLE TO ANY PERSON OR PARTY FOR ANY LOSSES ARISING IN CONNECTION WITH (I) THE PURCHASE ORDER, THE PRODUCTS, ANY INADEQUACY, DEFICIENCY OR DEFECT THEREIN, (II) THE INSTALLATION, DELIVERY, USE, CARE, MAINTENANCE OR REPAIR THEREOF, (III) ANY DELAY IN DELIVERING OR PROVIDING ANY OF THE FOREGOING, (IV) FAILING TO PROVIDE ANY OF THE FOREGOING, OR (V) ANY DAMAGE WHATSOEVER AND HOWSOEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHER THEORY OF LIABILITY. JRT SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT, PUNITIVE, EXEMPLARY OR LIKE DAMAGES (INCLUDING LOST PROFITS, REVENUE OR SALES, OR COSTS OF PROCUREMENT FOR SUBSTITUTE PRODUCTS, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL OR WORK STOPPAGE), OR ANY DAMAGES RELATING IN ANY WAY TO ANY NEW, EXISTING OR CONTINUING ENVIRONMENTAL CONTAMINATIONS IN ANY AMOUNT HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHER THEORY OF LIABILITY
17. FORCE MAJEURE
Orders are accepted without liability and subject to availability, inventory counts, transportation delays or other causes beyond JRT’s control.
JRT shall not be liable for damage as a result of any delay of failure of delivery due to any delay of failure of delivery due to any cause beyond JRT’s reasonable control, including, without limitation, acts of God, acts of government, crop condition/failure, inclement weather, flood, fire, accident, strike, slow down, pandemic, epidemic. war, and riot.
In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of such delay.
18. ORDER AND AVAILABILITY
Product delivery is subject to availability, and we reserve the right to substitute product as required. Availability is subject to change from day to day.
Acknowledgements will be provided . Once confirmed in writing by JRT, prices for an order will not be subject to change, other than under those events specified in Clause 17. Orders need to be emailed or phoned to ensure availability.
19. INTELLECTUAL PROPERTY OWNERSHIP
Each Party hereby acknowledges that it does not have and shall not acquire any interest in any of the other Party’s (or such other Party’s affiliates’ or subsidiaries’) intellectual property unless otherwise expressly agreed in writing. Each Party agrees not to use, misappropriate or infringe any patent, copyright, trademark, trade secret or other intellectual property of the other Party, except as specifically authorized by the other Party in writing or under this Agreement, except as required under applicable law. Except as otherwise provided in this Agreement, neither Party will use in connection with the Products any trademark, trade name or logo used by the other Party, or any trademark, trade name or logo confusingly similar therewith, except as required under applicable law. The Customer shall, at its expense, defend, indemnify and hold harmless the JRT Indemnified Parties against any and all losses arising out of or in connection with any claim that the Customer’s use or possession of the Products infringes or misappropriates the patent, copyright, trademark, trade secret or other intellectual property right of JRT or any third party.
20. CONFIDENTIAL INFORMATION
All non-public, confidential or proprietary information of JRT, including, but not limited to, intellectual property, specifications, samples, patterns, documents, data, pricing, discounts or rebates, disclosed by JRT to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential”, in connection with an Order is confidential, solely for the use of performing an order of Products and may not be disclosed or copied unless authorized by JRT in writing. Upon JRT’s request, Customer shall promptly return all documents and other materials received from JRT. JRT shall be entitled to injunctive relief for any violation of this Section 20. This Section 21 shall not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party. For the avoidance of doubt: (i) the existence of these Terms and Conditions and its contents, including but not limited to the prices, the quantity of Products sold, Product lists, shipping costs, and Product availability will be deemed confidential information; and (ii) any information relating to JRT’s facility, business plans, standard operating procedures or any other information relating to the operation of JRT’s business and any other policies or procedures will be irrevocably deemed to be the confidential information of JRT
21. GENERAL INDEMNITY
The Customer shall indemnify and save the JRT Indemnified Parties harmless from all claims, demands and lawsuits arising from:
22. GOVERNING LAW AND CHOICE OF FORUM
These Terms and Conditions, the rights and obligations of the Parties under an order for Products, and any claim or controversy directly or indirectly based upon or arising out of these Terms and Conditions or an order for Products, the transactions contemplated by an order for Products (whether based in contract, tort or any other theory), including all matters of construction, validity and performance, will in all respects be governed by, interpreted, construed and determined in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to the conflicts of law principles thereof.
Any legal suit, action, litigation or proceeding of any kind whatsoever in any way arising out of, from or relating to an order for Products, including all invoices, exhibits, schedules, attachments, and appendices attached to an order for Products, and all contemplated transactions, shall be instituted in the courts of the Province of British Columbia, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation or proceeding. Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
23. EXPORTS
Products are sold to the Customer in Canada. Any export of Products or any technology related to Products is by the Customer and not JRT. Customer is solely responsible, at its own expanse, for complying with all applicable export laws and regulations relating to the export of Products and components thereof and with obtaining any necessary export license, permit or other approval which may be required in connection with the export or re-exportation of any Products. The Customer shall execute any documents requested by JRT for the purpose of complying with the Canadian laws and regulations. If such documents are not properly completed and submitted to JRT as requested, JRT may terminate the sale of Products to the Customer at any time with no further liability to the Customer.
24. SEVERABILITY
If any provision contained in these terms and conditions shall be determined to be illegal or unenforceable in any respect, these terms and conditions shall be construed as though such illegal or enforceable provision is not included therein and shall otherwise be fully enforceable.
25. INDEPENDENT CONTRACTORS
JRT and Customer are independent contractors, and their relationship is not one of principal and agent. No act of either Party is in any way binding upon the other Party.
26. NO WAIVERS
No failure by JRT to enforce at any time any of these terms and conditions of sale shall be deemed or construed to constitute a waiver of the same or any other provision of these terms and conditions then or thereafter and JRT shall have the right thereafter to enforce each and every term and condition.
27. ASSIGNMENT
The Customer shall not assign, transfer, delegate or subcontract any of its rights or obligations under these Terms and Conditions without the express prior written consent of JRT. Any purported assignment or delegation in violation of this Section 27 shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations hereunder. JRT may at any time assign, transfer or subcontract any or all of its rights or obligations under these Terms and Conditions without the Customer’s prior written consent provided that the successor is duly licensed and otherwise undertakes in writing to be bound by the terms hereof.
28. SURVIVAL
Provisions of these Terms and Conditions which by their nature should apply beyond their terms will remain in force after any termination or expiration of an order for Products including, but not limited to, the following provisions: Limitation of Liability, Force Majeure, General Indemnification, Intellectual Property Ownership, Confidential Information, Governing Law and Choice of Forum and Survival.
29. LANGUAGE
The Parties acknowledge that they have required that this contract and all related documents be prepared in English
30. NOTICES
All notices and other written communications in connection with these Terms and Conditions shall be in writing and shall be delivered or sent by email or first class mail, postage prepaid to JRT at the following address, or any other address as is specified by JRT by written notice given in accordance herewith:
JRT NURSERIES INC.
2396 – 272nd Street
Aldergrove, BC V4W 2R1
Attention: Jagjit Aujla
Email: jag@jrtnurseries.com
All notices and other written communications in connection with these Terms and Conditions to be delivered to the Customer will be sent by JRT via email to the last email address of the Customer made available to JRT.
31. ENTIRE AGREEMENT
These terms and conditions contain all of the terms and conditions governing the sale of Products by JRT to the Customer and may not be modified or amended except by a written agreement duly executed by the Parties.
32. HEADINGS
The headings contained in these terms and conditions are included for mere convenience of references and shall not be considered in any construction or interpretation of them.
33. ENUREMENT
These terms and conditions shall be binding upon and shall ensure to the benefit of the Parties and their respective heirs, legal representatives, executors, administrators, successors and permitted assigns.