Purpose This document sets out the terms under which goods or Deliverables are provided.

Party A Name - Provider (Red lion science and technology ltd)

Party B Name - Customer

Jurisdiction - Canada

Point of sale – 6626 207st Langley BC Canada

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1. When the agreement becomes legal

The Agreement will form an agreement between the parties when Customer directs Provider to provide Deliverables whether orally, in writing (including email) or otherwise.

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2. What will be delivered and when

Provider will supply Deliverables to Customer subject to the Agreement.

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3. Provider to provide technical support

Provider will provide technical support to Customer via the Online Support Portal.

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4. Customer obligations

Customer will cooperate reasonably and in good faith with Provider. In order to fulfil this obligation, Customer agrees without limitation to:

• perform in a timely manner any tasks reasonably necessary to enable Provider to provide the Deliverables;

• inform Provider of all matters necessary for it to provide the Deliverables;

• provide Provider with directions or instructions at Provider’s request;

• provide Provider with such access to sites, files and data as is necessary to safely deliver and, where required, install the Deliverables;

• provide the Provider with such licenses as are necessary to provide the Deliverables;

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5. A quote is not a contract

A quote or indication of a price issued by Provider is an invitation to treat, not a contractual offer.

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6. Information and errors

There may be technical or administrative errors in a quote or other informational materials provided by Provider, including but not limited to errors with respect to product description, pricing and availability. Where Customer makes an order or payment based on erroneous information, Provider may, with notice to Customer, cancel the order and refund any payment made in respect of it.

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7. Timeframes

Any timeframe given by Provider in respect of the delivery of the Deliverables, including in the Scope, is indicative only, and not binding on Provider unless Provider specifies that it is binding in writing.

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8. Orders

• The Customer may place Orders for Deliverables.

• Each Order submitted by Customer, shall constitute an offer to purchase the Deliverables in the Order.

• Provider may accept the offer embodied in an Order:

• in writing; or

• by delivering the Deliverables in accordance with the Order.

• Provider may refuse to accept the offer embodied in any Order in whole or part without ascribing any reason and without any liability.

• Customer will not normally be charged if provider rejects a purchase order. If Customer is charged and Provider rejects an order, Provider will refund the amount charged.

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9. Changes to Deliverables by Customer

Due to the use of automated order processing and warehousing, orders must be changed, in writing by the Customer and accepted in writing by the Provider, prior to the order being processed for dispatch.

After Customer has directed Provider to provide Deliverables, and prior to the delivery of Deliverables, Customer may only direct Provider to change the Deliverables with Provider’s written agreement.

Customer acknowledges that a change in Deliverables at its direction may result in a change in fees and charges payable to Provider, and in the delivery timetable. 

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10. Cancellation

• Orders can only be cancelled prior to dispatch. Dispatch is considered to have occurred as soon as a shipment has been lodged with a courier.

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11. Delivery

• Provider will use its best endeavours to deliver Deliverables to the Site at the time agreed between the parties.

• Delivery of Deliverables will be deemed to have taken place when goods are delivered or when delivery has been attempted and goods have been returned to the courier's depot waiting customer collection. Costs associated with redelivery are the responsibility of the Consumer.

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12. Customer’s delay or prevention of delivery

If Provider is unable to deliver the Deliverables because of an act or omission of Customer including a failure of Customer to fulfil its Customer obligations under the Agreement:

• Provider may store the Deliverables until actual delivery is possible and Customer will be liable for all related costs and expenses.

• Provider reserves the right not to deliver certain Deliverables if the suppliers of the Deliverables to Provider fail to procure the Deliverables. In which case the Customer will be provided with a refund for the Deliverables.

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14. Non-delivery

• Provider reserves the right not to deliver certain Deliverables if the suppliers of the Deliverables to Provider fail to procure the Deliverables.

• Customer will not be liable to pay for undelivered Deliverables and will be entitled to a refund for amounts paid in respect of those undelivered Deliverables.

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15. Legal responsibility for goods

Risk in Deliverables will pass to Customer when delivered.

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16. Legal responsibility after a failure to accept goods

If for any reason Customer is unavailable to accept delivery of the Deliverables, or the Provider is unable to deliver the Deliverables because the Customer has not provided appropriate instructions, documents, licenses, equipment or authorisations:

• the risk in the Deliverables will pass to Customer;

• the Deliverables will be deemed to have been delivered; and

• Provider may store the Deliverables until delivery when Customer will be liable for all related costs and expenses (including, without limitation, storage, insurance and redelivery charges).

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17. Who owns the goods

Title in all Deliverables shall remain with Provider until Customer makes full payment to Provider of:

• the Fee for the Deliverables; and

• at Provider’s option, all moneys owing by Customer on all accounts.

• Customer is responsible for the testing of Deliverables.

• If Customer does not notify Provider in writing of any deficiency in the Deliverables within a reasonable time following delivery, then Customer will be deemed to have accepted such Deliverables.

• If Customer, acting reasonably, finds the Deliverables to be faulty, Provider agrees to rectify them within a reasonable time at its own expense.

• Small deviations from Scope or an Order will not entitle Customer to reject Deliverables.

• However, if any such fault is caused by Customer’s direction to change the Deliverables, the rectification shall be at Customer’s expense.

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18. Testing by Customer

• Customer is responsible for the testing of Deliverables.

• If Customer does not notify Provider in writing of any deficiency in the Deliverables within 5 business days of their delivery, then Customer will be deemed to have accepted such Deliverables.

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19. Faults in Deliverables

• If Customer, acting reasonably, finds the Deliverables to be faulty through manufacturing fault, Provider agrees to rectify them within a reasonable time at its own expense.

• Small deviations from Scope or an Order will not entitle Customer to reject Deliverables.

• However, if any such fault is caused by Customer’s direction to change the Deliverables, the rectification shall be at Customer’s expense.

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20. Additional work

• If Customer requires Provider to do additional work outside the scope of agreed Deliverables Provider may charge Customer for the out of scope work in addition to the Deliverables.

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21. Calculation of fees for the Deliverables

Customer must pay fees for Deliverables as set out in the Scope for those Deliverables plus any additional charges incurred for delivery. This includes drop tail or fork lift charges and redelivery charges.

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22. Timing for payment of the fees

Provider will invoice Customer for Deliverables and Customer will pay the amount due on the invoice within 76 days of the date of the invoice.

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23. GST

Customer is responsible for paying all government charges or duties of any kind incurred in or in connection with Provider’s provision of credit, or supply of Deliverables.

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24. When payment is deemed to be made

Payment will be deemed to have been made when Provider has received cleared funds in its bank account.

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25. Incorporation by reference

• If Customer obtains credit from Provider without filling out an application form, the terms and conditions of Provider’s terms of Credit Application will apply in relation to that credit.

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26. Giving effect to grant of Security Interests

Customer:

• consents to Provider registering its Security Interests under the Agreement on the Register;

• will execute all documents and do all things as may be required to give effect to this grant of Security Interests;

• irrevocably appoints all and any of Provider’s company secretary and credit manager or other representative as Customer's attorney for the purposes of doing all such acts and things and executing all such documents necessary to enable Provider to register its Security Interests; and

• agrees to indemnify Provider on an indemnity basis against all costs and expenses incurred by Provider in connection with registering its Security Interest including the preparation and registration of mortgage and charge documents, and all other costs associated with perfection and enforcement of such Security Interest on a full indemnity basis.

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27. When a Customer is in default

For the purposes of this clause, Customer will be in default if:

• Customer breaches any term of the Agreement, including failure to Provider the Fees on time and fails to remedy that breach within 10 Business Days; or

• Customer undergoes an Insolvency Event.

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28. Provider’s further rights upon Customer Default

• In addition to Provider’s rights in relation to Customer’s failure to pay, Provider will have the following rights if Customer is in default:

• demand immediate payment of all moneys owed by Customer to Provider whether due for payment or not;

• recover from Customer all goods or Equipment it has supplied to Customer whether paid for or not;

• re-sell or otherwise dispose of the goods or Equipment so recovered without reference to Customer and apply the net proceeds to Customer’s debt to Provider;

• immediately cancel any contract in effect with Customer without any obligation to refund Customer any money in respect of the cancellation; and

• enforce any Security Interests against Customer.

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29. Provider’s set-off rights

• Provider, after having demanded payment of a sum overdue, may apply any payment paid by Customer, against:

• Provider’s costs and disbursements in recovering the sum due;

• any interest accrued; or

• the amount overdue.

• Provider may at any time set off any amount Customer owes to Provider against any amount Provider may then owe to Customer.

 

30. Warranty

• Goods cannot be returned due to change of mind.

• Provider warrants that any goods making up Deliverables will be free from defects in materials and workmanship for a period of 24 months unless otherwise specified from delivery.

• Provider does not make any further representation or warranties as to the merchantability of its domestic product range.

• Provider reserves the right to inspect and test the product/s for the purpose of determining the extent of any defect and the validity of any claim made under this warranty. All defective parts/products replaced by Provider under this warranty will be deemed to be the property of Provider.

• Warranty is return to place of purchase.

• A futile warranty fee of $100 (inc GST) will apply to all futile warranty claims.

• This warranty will not apply if the goods are rendered faulty by a factor other than a defect in materials and workmanship. Such factors include but are not limited to:

• damage through misuse (including failure to maintain, service or use with proper care), neglect, accident or ordinary wear and tear (including deterioration of parts and accessories and glass breakage); and

• use for a purpose for which the product was not sold or designed.

• Warranty does not cover parts designed to wear, including but not limited to, blades, cutting teeth, cutting discs, pump seals, pump vanes or gears, filter baskets & elements, pulleys, clutches, chains, drive belts, bearings, brake shoes and pads. Consumers rights under ACL are not limited or excluded.

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31. Exclusion of express warranties

Except as expressly provided in the Agreement, Provider makes no warranties or guarantees that:

• the Deliverables will last a lifetime;

• that there will not be any variations in colour in the Deliverables; and

• that deterioration of serviceable components will not occur over time.

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32. Limitations, exclusions and indemnities subject to the law

All limitations, exclusions and indemnities in the Agreement are subject to Non Excludable Conditions to the extent of any inconsistency, and apply to the fullest extent permissible by the law.

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33. Specific indemnities

Without limiting the generality of the section entitled "General Indemnity" in the Agreement, Customer indemnifies the Indemnified against any Costs arising directly or indirectly from:

• Customer’s breach of the Agreement;

• the Customer’s breach of the Agreement;

• the Provider’s enforcement of its rights in connection with the Agreement, including legal costs on a full indemnity basis;

• any harm to, claim or action by a third party arising directly or indirectly from the Customer’s use of the Deliverables;

• any personal injury or death arising directly or indirectly out of the Customer’s conduct;

• any damage to property arising directly or indirectly out of the Customer’s conduct;

• the Customer or any authorised user's infringement of any third party Intellectual Property Rights while using the Deliverables;

• any claim, action or suit by a third party alleging infringement of their Intellectual Property Rights as a result of the conduct of the Customer;

• any negligent or unlawful act or omission by the Customer in connection with the Deliverables;

• the Provider’s or a third party’s reliance on a misleading representation made by a Customer;

• a contract in force between the Customer and a third party connected with the Deliverables;

• the Customer’s breach of Privacy Law;

• the Customer’s failure to fulfil any of its obligations in the "Privacy" clause of the Agreement;

• providing access to Data, or a subset of the Data, to a person who has requested such access in accordance with Privacy Law;

• the Provider being obligated to correct Data upon request by a person in accordance with Privacy Law;

• any complaints process initiated by a person under Privacy Law; or

• any other cost incurred by the Provider as a result of a person pursuing rights conferred upon them by Privacy Law.

• The Indemnified may make a claim under indemnities in the Agreement in relation to a Cost before having incurred the Cost, or before making a payment in relation to the Cost.

• The indemnities in the Agreement shall be in addition to any damages for breach of contract to which Provider may be entitled. Nothing in the indemnities in the Agreement will be construed so as to prevent Provider from claiming damages in relation to Customer’s breach of any term of the Agreement.

• Each indemnity in the Agreement is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of the Agreement for whatever reason.

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34. Conditions of indemnity

• The Indemnified may make a claim under indemnities in the Agreement in relation to a Cost once incurred.

• The indemnities in the Agreement shall be in addition to any damages for breach of contract to which Provider may be entitled. Nothing in the indemnities in the Agreement will be construed so as to prevent Provider from claiming damages in relation to Customer’s breach of any term of the Agreement.

• Each indemnity in the Agreement is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of the Agreement for whatever reason.