Terms & Conditions

Purchase

These Terms and Conditions of Sale (the “Terms”) apply to your (“Seller”) sale of goods or related services (collectively, “Goods”) purchased by Export Packers Company Limited, Export Packers Seafood Limited or any of their respective affiliates or related parties (collectively, “Export Packers” and each a “Export Packer Company”) as described in a Purchase Confirmation, purchase order or other purchase contract (each a “Purchase Confirmation”) between Seller and an Export Packer Company. 

By accepting a Purchase Confirmation, Seller expressly accepts these Terms and agrees to be bound by their terms.

  1. Order of Precedence. In the event of any conflict or inconsistency between these Terms and a Purchase Confirmation, the terms in the applicable Purchase Confirmation shall govern.
  2. Shipment & Delivery. 
    • Shipments. Unless otherwise specified in a Purchase Confirmation, the Goods shall be shipped in one shipment.
    • Delivery Period. Unless otherwise specified in a Purchase Confirmation, the delivery period, is firm and binding on the Seller and Seller shall be responsible for any and all losses incurred by Export Packers for a delay in the delivery of the Goods.  Export Packers may, in its sole discretion, extend the delivery period for the Goods.  In the event of such an extension, Export Packers shall be responsible for all documented and reasonable additional costs and expenses incurred by Seller in connection with such extension.
  3. Purchase Price.
    • Firm & Final. The purchase price for the Goods is due and payable in accordance with the terms in a Purchase Confirmation and there are no other charges, costs, fees or expenses associated with the Goods other than the purchase price set forth in the Purchase Confirmation.  Except as set forth herein, the purchase price is firm and binding.  An increase in the general market price for the Goods shall not release the Seller from its obligation to sell the Goods for the price set forth in a Purchase Confirmation.
    • Taxes. Unless otherwise specified in a Purchase Confirmation, the purchase price specified in a Purchase Confirmation is inclusive of any present and future taxes, surtaxes, levies, imposts, rates, fees, premiums, assessments, withholdings, dues and other charges of any nature imposed by any governmental authority including consumption, sales, use, excise, transfer, goods and services or other value-added, stamp, or registration taxes (collectively, “Taxes”).  Seller shall pay all Taxes, if any, applicable, if any, to the sale of the Goods as contemplated under a Purchase Confirmation.
    • Duties & Export/Import Charges. Seller shall promptly pay when due any and all Duties (as defined below) on the Goods where Seller is responsible for such Duties (which may be done by reference to a specific Incoterm in the Purchase Confirmation).  “Duties” shall mean any customs duties or other import, anti-dumping or countervailing duties and any import or export fees, costs or charges payable for the Goods. 
  4. Invoices & Late Payment.  Seller shall invoice Export Packers for the Goods, and Export Packers shall pay for the Goods, in accordance with the time period specified in a Purchase Confirmation.   Each invoice shall include Seller’s address, a description of the quantity and type of Goods, Seller’s tax identification number and such other documentation as Export Packers may from time to time reasonably require.  In no event shall Export Packers be required to pay any invoice if (i) it does not contain the information required by this Section 4, or (ii) it contains errors or deficiencies, until such time as Seller corrects same and re-invoices Export Packers.
  5. Delivery. The delivery point for the Goods is specified in the Purchase Confirmation.  Seller shall provide sufficient advance notice of the specific arrival date of the Goods to enable Export Packers to arrange to take possession of the Goods. 
  6. Warranties. 
    • Warranties. In addition to any specifications listed in a Purchase Confirmation, Seller represents and warrants that it has the necessary rights to sell the Goods to Export Packers and that each Good delivered to Export Packers is: (i) undamaged at the time of delivery (other than non-material damage as would be reasonably expected as a result of packaging and transportation of the Goods and does not impact Export Packers’ ability to resell the Goods; (ii) meets the quantity and type ordered by Export Packers; (iii) is fit for its intended purpose; (iv) was produced and delivered in compliance with food preparation, handling and transportation laws and any other applicable law pertaining to the Goods; and (v) shall not be adulterated or misbranded within the meaning of applicable food safety and other laws.  Where Seller is aware, or ought to be aware, that the Goods will be sold or used within another jurisdiction (a “Foreign Jurisdiction”), the references herein to applicable laws shall be deemed to include the applicable laws of such Foreign Jurisdiction.
    • No Modification.  The foregoing representations and warranties will not be affected in any way by any review, comment, acceptance, rejection, inspection or test or failure to perform any of the foregoing, any payment or any other act, matter or thing, done or omitted to be done, under a Purchase Confirmation or these Terms.
  7. Recalls. 
    • Definition. “Recall” means any removal of any of the Goods from the stream of commerce whether initiated by Seller, its subcontractors or any governmental entity (regardless of jurisdiction).
    • Notice of Recall.  Seller shall notify Export Packers as soon as possible upon becoming aware that any Goods are the subject of a Recall, provided that in no case will Seller wait more than 48 hours after becoming aware of a Recall to notify Export Packers. Seller acknowledges that time is of the essence when Seller becomes aware of a Recall, and that provision of prompt written notification to Export Packers will help reduce or eliminate any potential danger to the public.
    • Responsibility for Recalls. Seller will be responsible for all matters and costs associated with the Recall, including: (a) all claims arising against Export Packers in connection with such Recall; (b) all losses incurred by Export Packers in connection with such Recall; (c) initial contact and report of the Recall to any governmental authority having jurisdiction over the affected Goods; and (d) the refund or replacement of the affected Goods.
  8. Documents. Seller will provide the documents specified as the documents in any Purchase Confirmation. 
  9. Title & Risk of Loss.  All right, title and interest in the Goods, and risk of loss for the Goods, shall transfer to Export Packers upon delivery or shipment, as the case may be, in accordance with the Incoterms method of delivery specified in the Purchase Confirmation. 
  10. Right to Terminate. Export Packers may immediately terminate any Purchase Confirmation by giving written notice of termination to the Seller if: (i) the Seller fails to deliver the Goods by the date specified in a Purchase Confirmation, (ii) the Seller fails to pay when due, any amount payable to Export Packers (whether under a specific Purchase Confirmation or otherwise), (iii) if the Seller fails to observe or comply with any other obligation under a Purchase Confirmation or these Terms, or (iv) the Seller becomes bankrupt or insolvent.  In the event any Purchase Confirmation is terminated pursuant to this Section 10 of these Terms, then Seller shall be responsible for all claims, damages, losses, and liabilities, including lost profits, suffered by Export Packers as a result.
  11. Seller Liable for Costs to Enforce.  Seller shall be liable for any and all costs and expenses (including legal fees) incurred by Export Packers to enforce the terms of any Purchase Confirmation and these Terms or to collect any debts owed to Export Packers.
  12. Notices.
    • Method. Any notice to be given under any Purchase Confirmation or these Terms shall be given in writing and may be delivered personally, by courier or registered mail, or by fax or e-mail to the address(es) specified in any Purchase Confirmation.  Any notice of breach, termination or other material event by Seller must also be given to the address set forth below in order to be validly given to Export Packers:

      Export Packers Company Limited
      107 Walker Drive, Brampton, ON Canada L6T 5K5
      Attention: Legal Department
      Email: legal@exportpackers.com

      Any notice or communication delivered personally or by courier or registered mail shall be deemed to have been given and received on the date it is so delivered. Any notice or communication delivered via fax or email shall be deemed to have been given and received on the next business day following the date of its transmission (unless it is clear such message was not delivered successfully).
    • Service.  The Seller agrees to and shall accept service of any legal process to the Seller’s address set out in a Purchase Confirmation.
  13. Indemnification. Seller shall indemnify and save harmless each Export Packer Company and each of their respective directors, officers, employees, representatives and agents from and against any and all claims, damages, losses, liabilities, demands, judgments, causes of action, legal proceedings, economic loss, penalties and other sanctions and any and all costs and expenses in connection therewith (including reasonable legal fees and disbursements) that may, directly or indirectly, result from or arise out of or be in relation to: (i) any breach, violation or non-performance by Seller of any term in a Purchase Confirmation or these Terms; or (ii) any negligent act or omission of Seller, its affiliates or related parties, or any of their respective directors, officers, employees, representatives or agents.
  14. Limits of Liability. In no event shall Export Packers be liable to SELLER (whether pursuant to breach of contract, tort or any other theory of liability) for any claim for indirect, consequential, special, punitive or exemplary damages of any kind, including loss of profits, even if Export Packers has been advised of the possibility of such damages or such damages were reasonably foreseeable.  The aggregate liability of Export Packers under any PURCHASE Confirmation shall not exceed the PURCHASE price for the Goods under such PURCHASE Confirmation. 
  15. Set-Off.  Export Packers may set off any amounts owing to it from Seller, whether liquidated or unliquidated, from any payments to be made by Export Packers under any Purchase Confirmation.
  16. Assignment.  Seller may not assign any Purchase Confirmation without the prior written consent of Export Packers, not to be unreasonably withheld.  Export Packers may assign any Purchase Confirmation immediately on notice.
  17. Governing Law.  Each Purchase Confirmation and these Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.  The Seller and Export Packers hereby irrevocably attorn to the jurisdiction of the courts of the Province of Ontario.  
  18. Exclusion of UN Principles. Seller and Export Packers hereby expressly waive application of the United Nations Convention on Contracts for the International Sale of Goods.
  19. Sanctions.  The Seller represents and warrants that:
    • neither it nor any of its affiliates or related parties, or any of their respective directors, officers, employees or representatives is the subject of any economic or financial sanctions imposed or administered under Canadian, U.S., U.K., or European laws (“Sanctions” and a “Sanctioned Person”, respectively);
    • no Sanctioned Person has any benefit or other property interest in any Purchase Confirmation nor will any Sanctioned Person have any participation in or derive any financial or economic benefit from any Purchase Confirmation or the funds derived therefrom;
    • it will not use, or make available, the Goods or funds derived therefrom (as applicable) to fund or facilitate any activities or business of, with or related to any Sanctioned Person, or in any manner that would result in a violation of Sanctions; or
    • it will not nominate or use any vessel or carrier in the performance of its obligations under a Purchase Confirmation in violation of Sanctions or which would put either party in breach of any Sanctions.
  20. Anti-Bribery & Anti-Corruption.  Seller represents and warrants that it complies with, and takes all reasonable measures to ensure its employees, consultants and others subject to its control comply with, all applicable anti-bribery and anti-corruption laws, including the Foreign Corrupt Practices Act (U.S.), the Corruption of Foreign Public Officials Act (Canada), the Bribery Act (U.K.) and any similar laws of any other jurisdiction with legal effect over the Seller or any Purchase Confirmation.  Seller represents and warrants that is has instituted and maintains policies and procedures designed to ensure compliance with such anti-bribery and anti-corruption laws. 
  21. Survival.  Sections 1, 3, 5, 7, 8, 11, 12, 13, 14, 15, 16, 17, 18, 19, 22, 23 and 24, and any obligations of the Seller to Export Packers under the Purchase Confirmation, shall survive and remain in full force and effect following any termination or expiry of any Purchase Confirmation. 
  22. Entire Agreement. A Purchase Confirmation together with these Terms represents the entire agreement between the parties regarding the subject matter of any Purchase Confirmation. It is understood and agreed that there are no other agreements, oral or written, other than those contained in a Purchase Confirmation and herein, and that all prior conversations, understandings, arrangements or statements with respect to the matters set forth in a Purchase Confirmation or these Terms are hereby superseded. No change, amendment or supplement to any provision of any Purchase Confirmation or these Terms shall be binding unless it is in writing and signed by all of the parties hereto. Accordingly, the parties acknowledge and agree that nothing contained in any Seller sales order, sales list or similar document shall modify the terms and conditions set forth in this Purchase Confirmation and these Terms.
  23. General.  Time is of the essence for each Purchase Confirmation (including these Terms) and every part thereof. Seller may use subcontractors or agents in connection with the performance of its obligations under a Purchase Confirmation, provided that Seller shall remain responsible for compliance with all of its obligations notwithstanding the use of any subcontractor or agent. Any Purchase Confirmation and these Terms shall be read with all changes in gender and number required by context.  The division of any Purchase Confirmation and these Terms into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of any Purchase Confirmation or these Terms.  The term “including” means “including, without limitation” and “include” and “includes” shall have corresponding meanings.  Each and every provision of any Purchase Confirmation and these Terms shall be construed as though both parties participated equally in the drafting of same, and any rule of construction that a document shall be construed against the drafting party, including without limitation, the doctrine commonly known as contra proferentem, shall not be applicable.  A Purchase Confirmation shall not create or confer upon the Seller and Export Packers, in any way or for any purpose, any relationship except that of contracting parties, and in particular does not create a partnership, joint venture or an employer-employee relationship between one party and the employees of the other party. No condoning or waiver by a party of any default or breach by the other party at any time or times in respect of any of the terms and conditions contained in any Purchase Confirmation or these Terms shall be deemed or construed to operate as a waiver of such condoning or waiving party’s rights under any Purchase Confirmation or these Terms in respect of any continuing or subsequent defaults or breach. Unless expressly waived in writing, the failure of a party to insist in any one or more cases upon the strict performance of any of the obligations, terms, covenants and conditions contained in any Purchase Confirmation or these Terms shall not be deemed or construed to operate as a waiver for the future strict performance or observance of such terms, covenants and conditions. If any provision of a Purchase Confirmation or these Terms is held invalid or unenforceable, that provision shall be severed and the rest of the agreement shall remain in full force and effect and shall not be effected by the invalidity of any other provision. Any Purchase Confirmation may be executed in counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument. Seller and Export Packers agree that electronic or pdf signatures of a Purchase Confirmation shall have the same effect as original signatures.
  24. English Language. The parties confirm that it is their wish that any Purchase Confirmation, these Terms, as well as any other documents between the parties, have been and will be drawn up in the English language only.

    Les parties aux présentes confirment leur volonté que toute Confirmation d’achat, les présentes Conditions, ainsi que tout autre document entre les parties, soient rédigés en langue anglaise seulement.

    双方确认，他们希望任何购买确认书、这些条款以及双方之间的任何其他文件已经并且将仅以英文起草

    As partes confirmam que desejam que qualquer Confirmação de Compra, estes Termos, bem como quaisquer outros documentos entre as partes, tenham sido e serão redigidos apenas no idioma inglês.

    Las partes confirman que es su deseo que cualquier Confirmación de compra, estos Términos, así como cualquier otro documento entre las partes, se hayan redactado y se redactarán únicamente en inglés.

    पार्टियां पुष्टि करती हैं कि यह उनकी इच्छा है कि कोई भी खरीद पुष्टिकरण, इन शर्तों, साथ ही पार्टियों के बीच कोई अन्य दस्तावेज, केवल अंग्रेजी भाषा में तैयार किया गया है और किया जाएगा।

Sale

These Terms and Conditions of Sale (the “Terms”) apply to your (“Buyer”) purchase of goods or related services (collectively, “Goods”) sold by Export Packers Company Limited, Export Packers Seafood Limited or any of their respective affiliates or related parties (collectively, “Export Packers” and each a “Export Packer Company”) as described in a Confirmation of Sale, sales order or other sales contract (each a “Confirmation of Sale”) between Buyer and an Export Packer Company. 

By accepting a Confirmation of Sale, Buyer expressly accepts these Terms and agrees to be bound by their terms. 

  1. Order of Precedence. In the event of any conflict or inconsistency between these Terms and a Confirmation of Sale, the terms in the applicable Confirmation of Sale shall govern, except for any modifications to the ordinary meaning of Incoterms in a Confirmation of Sale as set forth herein.
  2. Shipment. 
    • Shipments. The Goods may be shipped in one or more shipments as determined by Export Packers.  Unless otherwise specified in a Confirmation of Sale, Export Packers may choose any method of shipping the Goods to the delivery location specified in a Confirmation of Sale.
    • Shipping Period or Delivery Date. Unless otherwise specified in a Confirmation of Sale, the shipping period or delivery period, as applicable, is an estimate only and Export Packers shall not be responsible for any delays.  Buyer may not repudiate, cancel or terminate a Confirmation of Sale due to delays in the shipping period or delivery date, as applicable, caused by a Force Majeure Event (as defined below).  If requested by Buyer, Export Packers may, in its sole discretion, extend the shipping period or the delivery date for the Goods.  In the event of such an extension, Buyer shall be responsible for all additional costs and expenses incurred by Export Packers in connection with such extension, including, without limiting, storage charges, demurrage and detention charges, and increased freight/insurance charges.
    • Changes in Freight & Handling.  Unless otherwise specified in a Confirmation of Sale, in the event of any material changes in the cost of freight, wharfage, handling, terminal charges, insurance premiums or other costs and charges impacting the shipment and delivery of the Goods since the date of the Confirmation of Sale, Export Packers may provide notice of a material increase in such costs to the Buyer and the Buyer and Export Packers shall attempt to negotiate an allocation of such increased costs for 15 days (or such other period specified by Export Packers).  In the event the parties cannot agree on an allocation of the increased costs within such period, Export Packers may immediately terminate the Confirmation of Sale on notice for any remaining shipments without liability of any kind.
    • Permitted Variance.  The permitted variance, if any, specified in a Confirmation of Sale is for the benefit of Export Packers.  Buyer must purchase and pay for, in accordance with the Confirmation of Sale and these Terms, the full amount of the Goods delivered.
  3. Sale Price.
    • Firm & Final. The sale price for the Goods is due and payable in accordance with the terms in a Confirmation of Sale.  Except as set forth herein, the sale price is firm and binding.  A change in the general market price for the Goods shall not release the Buyer from its obligation to pay the entire amount owing for the Goods set forth in a Confirmation of Sale.
    • Taxes. Except for Duties (set forth below), the sale price specified in a Confirmation of Sale is exclusive of any present and future taxes, surtaxes, levies, imposts, rates, fees, premiums, assessments, withholdings, dues and other charges of any nature imposed by any governmental authority including consumption, sales, use, excise, transfer, goods and services or other value-added, stamp, or registration taxes (collectively, “Taxes”).  Buyer shall pay all Taxes, if any, applicable, if any, to the sale of the Goods as contemplated under a Confirmation of Sale.
    • Duties & Export/Import Charges. Unless otherwise specified in a Confirmation of Sale (which may be done by reference to a specific Incoterm), in the event of any material change of any (which shall be deemed to include the imposition of any new) customs duties or other import, anti-dumping or countervailing duties and any import or export fees, costs or charges (collectively, “Duties”) payable for the Goods since the date of the Confirmation of Sale, Export Packers may provide notice of a material increase in the Duties to the Buyer and the Buyer and Export Packers shall attempt to negotiate an allocation of such increased Duties for 15 days (or such other period specified by Export Packers).  In the event the parties cannot agree on an allocation of the increased Duties within such period, Export Packers may immediately terminate the Confirmation of Sale on notice for any remaining shipments without liability of any kind.
  4. Invoices & Late Payment.  Export Packers shall invoice the Buyer for the Goods in one or more invoices, including for any partial deliveries.  Buyer shall pay all invoices within the time period specified in a Confirmation of Sale.  Interest shall accrue on late payments at a rate of the lower of: (i) 1.5% per month (18% per annum); and (ii) the maximum interest rate permitted by applicable law.
  5. Delivery. The delivery point for the Goods is specified in the Confirmation of Sale.  Export Packers will use commercially reasonable efforts to provide sufficient advance notice of the specific arrival date of the Goods to enable Buyer to arrange to take possession of the Goods.  Buyer shall take possession of the Goods immediately upon their delivery and shall be responsible for any costs, expenses or charges incurred by Export Packers if Buyer fails to take possession of the Goods as required hereunder. If the Buyer fails to accept shipment of the Goods or take delivery promptly, the Goods will remain at the Buyer’s risk and expense. 
  6. Warranties.  Except as expressly set forth as specifications in a Confirmation of Sale, Export Packers makes no, and there are no, express, implied, statutory, collateral or other representation, warranty, condition, guarantee, promise or agreement regarding the Goods, including, the implied warranties of merchantability or fitness for a particular purpose.
  7. Defects.
    • Notice of Defect.  Each shipment of Goods shall be deemed to have been accepted by the Buyer and meet the type, quantity and specifications required by a Confirmation of Sale unless the Buyer provides written notice of any defects or deficiencies, together with appropriate documentation and evidence, within 7 days of the date of delivery of the Goods.
    • Remedy.  Buyer’s sole remedy in the event any of the Goods do not meet the type, quantity and specifications required by a Confirmation of Sale is either: (i) a refund of the sale price for such Goods; or (ii) the replacement of such Goods with substantially comparable goods, as chosen by Export Packers in its sole and absolute discretion.  Any Goods which are replaced or refunded by Export Packers shall, unless alternate arrangements are agreed to, be returned to Export Packers or its designee (at Export Packers’ cost).
  8. Documents. Export Packers will provide the documents specified as the documents in any Confirmation of Sale.  Where such documents are not produced by Export Packers, they are provided by Export Packers “as is” without representation or warranty of any kind.
  9. Title & Risk of Loss.  All right, title and interest in the Goods shall remain with Export Packers and shall not transfer to the Buyer until Buyer has paid the full sale price for the shipment, including any additional costs, charges or expenses required to be paid by Buyer under a Confirmation of Sale or these Terms.  Risk of loss for the Goods shall pass to the Buyer upon delivery or shipment, as the case may be, in accordance with the Incoterms method of delivery specified in the Confirmation of Sale. 
  10. Right to Terminate. Export Packers may immediately terminate any Confirmation of Sale to the Buyer by giving written notice of termination if: (i) the Buyer fails to pay when due, any amount payable to Export Packers (whether under a specific Confirmation of Sale or otherwise), (ii) if the Buyer fails to observe or comply with any other obligation under a Confirmation of Sale or these Terms, (iii) the Buyer becomes bankrupt or insolvent, or (iv) in the case of shipments covered by credit insurance, the credit insurance is terminated, cancelled or materially modified (in the sole discretion of Export Packers).  In the event any Confirmation of Sale is terminated pursuant to this Section 10 of these Terms (and in the case of termination pursuant to subsection (d), the termination, cancellation or material modification of credit insurance is due to any action or omission on the part of Buyer), then Buyer shall be responsible for all claims, damages, losses, and liabilities, including lost profits, suffered by Export Packers as a result.
  11. Buyer Liable for Costs to Enforce.  Buyer shall be liable for any and all costs and expenses (including legal fees) incurred by Export Packers to enforce the terms of any Confirmation of Sale and these Terms or to collect any debts owed to Export Packers.
  12. Force Majeure.  Export Packers shall not be liable for any failure or delays in performance under any Confirmation of Sale resulting from Acts of God, weather conditions, strike, lockout, labour dispute, riot or civil commotion, terrorism, war, embargo, breakdown of equipment or machinery, product shortage or delays, inability to obtain product at contracted prices, fire, or any other cause or circumstance of any nature whatsoever beyond Export Packer’s reasonable control (each a “Force Majeure Event”).  In the event of a Force Majeure Event impacting the amount of Goods which can be delivered under a Confirmation of Sale, Export Packers may, at its option, either extend the shipping period or delivery period, as applicable, or cancel all or any portion of a Confirmation of Sale by notice to the Buyer in writing, in either case without liability of any kind.
  13. Notices.
    • Method. Any notice to be given under any Confirmation of Sale or these Terms shall be given in writing and may be delivered personally, by courier or registered mail, or by fax or e-mail to the address(es) specified in any Confirmation of Sale.  Any notice of breach, termination or other material event by Buyer must also be given to the address set forth below in order to be validly given to Export Packers:

      Export Packers Company Limited
      107 Walker Drive, Brampton, ON Canada L6T 5K5
      Attention: Legal Department
      Email: legal@exportpackers.com

      Any notice or communication delivered personally or by courier or registered mail shall be deemed to have been given and received on the date it is so delivered. Any notice or communication delivered via fax or email shall be deemed to have been given and received on the next business day following the date of its transmission (unless it is clear such message was not delivered successfully).
    • Service.  The Buyer agrees to and shall accept service of any legal process to the Buyer’s address set out in a Confirmation of Sale.
  14. Indemnification. Buyer shall indemnify and save harmless each Export Packer Company and each of their respective directors, officers, employees, representatives and agents from and against any and all claims, damages, losses, liabilities, demands, judgments, causes of action, legal proceedings, economic loss, penalties and other sanctions and any and all costs and expenses in connection therewith (including reasonable legal fees and disbursements) that may, directly or indirectly, result from or arise out of or be in relation to: (i) any breach, violation or non-performance by Buyer of any term in a Confirmation of Sale or these Terms; or (ii) any negligent act or omission of Buyer, its affiliates or related parties, or any of their respective directors, officers, employees, representatives or agents.
  15. Limits of Liability. In no event shall Export Packers be liable to Buyer (whether pursuant to breach of contract, tort or any other theory of liability) for any claim for indirect, consequential, special, punitive or exemplary damages of any kind, including loss of profits, even if Export Packers has been advised of the possibility of such damages or such damages were reasonably foreseeable.  The aggregate liability of Export Packers under any Confirmation of Sale shall not exceed the SALE price for the Goods under such Confirmation of Sale.
  16. No Set-Off.  Each payment to be made by Buyer under a Confirmation of Sale or these Terms shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
  17. Assignment.  Buyer may not assign any Confirmation of Sale without the prior written consent of Export Packers, not to be unreasonably withheld.  Export Packers may assign any Confirmation of Sale immediately on notice.
  18. Governing Law.  Each Confirmation of Sale and these Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.  The Buyer and Export Packers hereby irrevocably attorn to the jurisdiction of the courts of the Province of Ontario.  
  19. Exclusion of UN Principles. Buyer and Export Packers hereby expressly waive application of the United Nations Convention on Contracts for the International Sale of Goods.
  20. Sanctions.  The Buyer represents and warrants that:
    • neither it nor any of its affiliates or related parties, or any of their respective directors, officers, employees or representatives is the subject of any economic or financial sanctions imposed or administered under Canadian, U.S., U.K., or European laws (a “Sanctioned Person”) and the funds used to complete the purchase of the Goods have not come from a Sanctioned Person;
    • no Sanctioned Person has any benefit or other property interest in any Confirmation of Sale nor will any Sanctioned Person have any participation in or derive any financial or economic benefit from any Confirmation of Sale; or
    • it will not use, or make available, the Goods or funds derived therefrom (as applicable) to fund or facilitate any activities or business of, with or related to any Sanctioned Person, or in any manner that would result in a violation of Canadian, U.S., U.K or European laws.
  21. Anti-Bribery & Anti-Corruption.  Buyer represents and warrants that it complies with, and takes all reasonable measures to ensure its employees, consultants and others subject to its control comply with, all applicable anti-bribery and anti-corruption laws, including the Foreign Corrupt Practices Act (U.S.), the Corruption of Foreign Public Officials Act (Canada), the Bribery Act (U.K.) and any similar laws of any other jurisdiction with legal effect over the Buyer or any Confirmation of Sale.  Buyer represents and warrants that is has instituted and maintains policies and procedures designed to ensure compliance with such anti-bribery and anti-corruption laws.
  22. Survival.  Sections 1, 3, 4, 6, 7, 10, 11, 13, 14, 15, 16, 17, 18, 19, 23, 24 and 25, and any obligations of the Buyer to Export Packers under the Confirmation of Sale, shall survive and remain in full force and effect following any termination or expiry of any Confirmation of Sale. 
  23. Entire Agreement. A Confirmation of Sale together with these Terms represents the entire agreement between the parties regarding the subject matter of any Confirmation of Sale. It is understood and agreed that there are no other agreements, oral or written, other than those contained in a Confirmation of Sale and herein, and that all prior conversations, understandings, arrangements or statements with respect to the matters set forth in a Confirmation of Sale or these Terms are hereby superseded. No change, amendment or supplement to any provision of any Confirmation of Sale or these Terms shall be binding unless it is in writing and signed by all of the parties hereto. Accordingly, the parties acknowledge and agree that nothing contained in any Buyer purchase order, purchase list or similar document shall modify the terms and conditions set forth in this Confirmation of Sale and these Terms.
  24. General.  Buyer may use subcontractors or agents in connection with the performance of its obligations under a Confirmation of Sale, provided that Buyer shall remain responsible for compliance with all of its obligations notwithstanding the use of any subcontractor or agent.  Any Confirmation of Sale and these Terms shall be read with all changes in gender and number required by context.  The division of any Confirmation of Sale and these Terms into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of any Confirmation of Sale or these Terms.  The term “including” means “including, without limitation” and “include” and “includes” shall have corresponding meanings.  Each and every provision of any Confirmation of Sale and these Terms shall be construed as though both parties participated equally in the drafting of same, and any rule of construction that a document shall be construed against the drafting party, including without limitation, the doctrine commonly known as contra proferentem, shall not be applicable.  A Confirmation of Sale shall not create or confer upon the Buyer and Export Packers, in any way or for any purpose, any relationship except that of contracting parties, and in particular does not create a partnership, joint venture or an employer-employee relationship between one party and the employees of the other party. No condoning or waiver by a party of any default or breach by the other party at any time or times in respect of any of the terms and conditions contained in any Confirmation of Sale or these Terms shall be deemed or construed to operate as a waiver of such condoning or waiving party’s rights under any Confirmation of Sale or these Terms in respect of any continuing or subsequent defaults or breach. Unless expressly waived in writing, the failure of a party to insist in any one or more cases upon the strict performance of any of the obligations, terms, covenants and conditions contained in any Confirmation of Sale or these Terms shall not be deemed or construed to operate as a waiver for the future strict performance or observance of such terms, covenants and conditions. If any provision of a Confirmation of Sale or these Terms is held invalid or unenforceable, that provision shall be severed and the rest of the agreement shall remain in full force and effect and shall not be effected by the invalidity of any other provision. Any Confirmation of Sale may be executed in counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument. Buyer and Export Packers agree that electronic or pdf signatures of a Confirmation of Sale shall have the same effect as original signatures.
  25. English Language. The parties confirm that it is their wish that any Confirmation of Sale, these Terms, as well as any other documents between the parties, have been and will be drawn up in the English language only.

    Les parties aux présentes confirment leur volonté que toute Confirmation de Vente, les présentes Conditions, ainsi que tout autre document entre les parties, soient rédigés en langue anglaise seulement.

    双方确认，他们希望任何销售确认书、这些条款以及双方之间的任何其他文件已经并且将仅以英文起草

    As partes confirmam que desejam que qualquer Confirmação de Venda, estes Termos, bem como quaisquer outros documentos entre as partes, tenham sido e serão redigidos apenas no idioma inglês.

    Las partes confirman que es su deseo que cualquier Confirmación de Venta, estos Términos, así como cualquier otro documento entre las partes, se hayan redactado y se redactarán únicamente en inglés.

    पार्टियां पुष्टि करती हैं कि यह उनकी इच्छा है कि बिक्री की कोई पुष्टि, ये शर्तें, साथ ही पार्टियों के बीच कोई अन्य दस्तावेज, केवल अंग्रेजी भाषा में तैयार किए गए हैं और होंगे