Formation of the Contract
The present General Terms and Conditions of Sale (the “GTCS”) shall apply to any contract (the “Contract”) between United Bottles & Packaging (“UBP”) and the purchasing party (the “Buyer” and together with UBP, the “Parties”). The GTCS rule out any contrary or inconsistent terms or conditions between the Parties, unless UBP has expressly agreed to them in writing. Any specific agreement entered into in writing by the Parties shall supersede the GTCS.
The Parties shall be deemed to have entered into a Contract upon buyer’s approval of UBP’s sales orders.
UBP reserves the right to modify the GTCS at any time, without prior notice to Buyer, by updating the GTCS published on UBP’s website: https://unitedbottles.com.
UBP is not responsible for ensuring the fitness of the goods, including, without limitation, bottles, caps, kegs and accessories (the "Goods"), for Buyer’s needs and intended use. Buyer remains exclusively responsible to determine the suitability of the Goods for Buyer’s needs and intended use.
Buyer represents and warrants that all verifications and testing, including, without limitation, safety verifications and testing, regarding the intended use of the Goods have been carried out by qualified people, namely to ensure safety, compliance and suitability for Buyer’s products, production equipment and customers. Buyer is solely responsible for consequences related to any and all breach of and non-compliance with the laws regarding importation of the Goods into the country required by Buyer.
The weights, dimensions, capacities, prices, performance and other information provided in UBP’s catalogues, prospectuses, circulars, advertisements, prints, available online or otherwise, are met as an indication only and do not represent a warranty of any kind and do not, under any circumstances, extend the limited warranty stipulated herein.
UBP reserves the right to adjust the price of the Goods to reflect any material fluctuations in its costs of operation, including, without limitation, any increase in the costs related to raw material, manpower, transportation, exchange rates and taxes. The prices as amended shall apply to all Contracts entered into by the Parties after the applicable adjustment.
The Price must be paid in the currency expressly agreed to by the Parties.
Terms of Payment
The payments are made pursuant to the terms agreed to by the Parties in the Contract. Unless otherwise agreed in writing by the Parties, the Price must be paid in full before the Goods are put at the disposal of Buyer. Payment is deemed to be made when such payment is at UBP’s disposal.
Should Buyer fail to meet its obligations of payment before the date of delivery of the Goods agreed to by the Parties, UBP may hold the delivery of the Goods.
Should Buyer be in default of payment, without prejudice to any other right or remedy available to UBP, UBP is entitled to charge to Buyer a monthly interest of two percent (2%), or an annual interest of twenty-four percent (24%), on the unpaid amount, as of right and without prior notice. Such late penalty shall be recalculated every thirty (30) days thereafter, based on Buyer’s outstanding balance. In addition, if Buyer is in default of payment, UBP, without prejudice to any other right or remedy available to UBP, shall (i) cancel, suspend or refuse any further delivery to or orders from Buyer until UBP receives all overdue amounts; or (ii) sell or otherwise dispose of the Goods which are the subject of the overdue amounts. UBP shall have no liability to Buyer for its refusal of additional orders. Any suspension, cancellation or refusal of delivery or orders by UBP does not consist in the termination of the Contract.
UBP further reserves the right to seek collection of all overdue amounts (including by referral to third party collectors), plus all reasonable legal fees (including reasonable attorney’s fees) and costs associated with such collection. UBP reserves the right to demand securities or prepayment for any outstanding delivery, or declare immediate maturity of all outstanding payments, if there are reasons to doubt the solvency or credit standing of Buyer.
Detention or balancing of payments, against claims that Buyer may have against UBP is not allowed, unless these claims have been legally decided upon.
Delivery and Transfer of Risks
Unless otherwise agreed in writing by the Parties, UBP, or its carrier, shall put the Goods at the disposal of Buyer at UBP’s place of business in accordance with FCA (Incoterms ® 2010). Consequently, risks of loss or damages shall pass onto Buyer when the Goods have been loaded on Buyer’s collecting vehicle.
All sales are final.
If any other warranty is imposed upon UBP by applicable law, that warranty shall be limited to the minimum period of time mandated by law.
The sole and exclusive remedy for breach of any warranty hereunder shall be limited, at UBP’s election, to replacement (in the form originally delivered) of the Goods, or repayment or credit of the Price for the Goods.
UBP’s warranty obligations shall be conditioned on all the following being met: (i) Buyer notifies UBP in writing within two (2) business days after Buyer actually or constructively knows of the Goods’ defect or non-conformity and that such notification is received by UBP no lather than 10 (ten) days following the delivery of the Goods to the Buyer; (ii) upon request by UBP, UPB representative are given reasonable access to the Goods to proceed with an investigation and examination of the Goods; (iii) upon request by UBP, the Goods (or part thereof) are returned to UBP no later than ten (10) days following such request and securely packaged to reach UBP without damage; (iv) Buyer has remitted full payment of all monies due to UBP and is not in breach of the Contract; and (v) UBP’s examination of the Goods discloses that the alleged defect or non-conformity has not been caused by, without limitation, misuse or negligence in use, storage, transportation or handling by the Buyer or any of its representative and transportation agents. The Buyer may not return the Goods to UBP unless such return has been approved or requested by UPB.
If the goods show apparent sign of damages or non-conformity upon arrival at Buyer’s destination, Buyer shall nonetheless unload the Goods at destination and than proceed with the process described in the paragraph above.
Failure to comply with the foregoing shall be an absolute and unconditional waiver of the limited warrant provided hereunder and Buyer’s claim of non-conformance or defect.
UBP’s liability to Buyer shall not, under any circumstances, include incidental, indirect, exemplary, consequential or punitive damages, or damages for loss of profit or revenues. UBP’s total liability for any claim relating to the Contract, or to any Goods provided by UBP, shall not, under any circumstances, exceed the Price paid by Buyer for the Goods. UBP shall not be held responsible for any issues resulting from an event of Force Majeure.
The invalidity or enforceability of any provision in the Contract shall not affect the validity of the remaining provisions of the Contract as a whole.
Applicable Law and Jurisdiction
The Contract shall be governed by the applicable law in the province of Québec (Canada), unless otherwise agreed in writing by the Parties.
All disputes arising out of, or in connection with, the Contract, including, without limitation, any question regarding its existence, interpretation, validity or termination, and which the Parties are unable to settle amicably and in good faith, shall be finally settled by the competent tribunal sitting where is situated UBP’s registered head office, unless otherwise agreed in writing by the Parties
The Parties hereto have expressly required that the Contract, and all documents and notices relating thereto, be drafted in the English language. Les parties aux présentes ont expressément exigé que le Contrat et tous les autres documents et avis qui y sont afférents, soient rédigés dans la langue anglaise