Sales Agreement
THIS SALES AGREEMENT (the “Agreement”) dated this [00 day of MONTH 0000]
BETWEEN:
Ottawa Custom Furniture of 163 MacFarlane Rd, Nepean ON, K2E 6V4
(‘OCF’)
OF THE FIRST PART
-AND-
[INSERT CLIENT INFORMATION]
(the ‘Buyer’)
OF THE SECOND PART
IN CONSIDERATION OF THE COVENANTS and agreements contained in this Sales Agreement the parties to this Agreement agree as follows:
1. OCF will sell to the Buyer the Goods and perform the Services shop drawings and associated invoice (the ‘Sales Order’).
2. The Buyer will accept the Goods and pay for the Goods with the total sum indicated on the Sales Order (the ‘Purchase Price’), paid as follows:
a. Non-refundable deposit of 50% to confirm project details and begin work; and
b. The remainder of the Purchase Price, including any additional charges, upon delivery or pickup of the Goods.
c. Please note that a 3% processing surcharge is automatically applied in addition to the purchase price; payments made via e-transfer or cheque are eligible for a 3% convenience discount.
3. OCF and the Buyer both acknowledge the sufficiency of this consideration. In addition to the Purchase Price specified in this Agreement, the amount of any present or future use, excise, or similar tax applicable to the sale of the Goods will be paid by the Buyer, or alternatively, the Buyer will provide OCF with a tax exemption certificate acceptable to the applicable taxing authorities.
4. The Purchase Price is inclusive of sales tax, and is payable by the Buyer unless the Buyer provides OCF with a tax exemption certificate acceptable to the applicable taxing authorities, in which case the amount of sales tax will be subtracted from the Purchase Price payable by the Buyer.
5. Except as otherwise provided in this Agreement, the deposit is not refunded to the Buyer if this transaction is not completed. The Buyer will make payment for the Goods at the time when, and at the place where, the Goods are received by the Buyer or, in the alternative, when any document of title or registrable bill of sale, bearing any necessary endorsement, is tendered to the Buyer.
6. The Goods will be deemed received by the Buyer when delivered to the Buyer at the address listed above or when picked up at the OCF address. The method of shipment will be within the discretion of the Buyer. However, OCF will only be responsible for the lesser of truck freight or rail freight to the Buyer.
7. The risk of loss from any casualty to the Goods, regardless of the cause, will be on OCF until the Goods have been received by the Buyer. The Buyer will provide, at its expense, insurance on the Goods ensuring OCF's and the Buyer's interest as they appear, until payment in full to OCF.
8. OCF warrants that: (1) OCF is the legal owner of the Goods; (2) the Goods are free from all liens and encumbrances; (3) OCF has the right to sell the Goods; and (4) OCF will warrant and defend the title of the Goods against any and all claims and demands of all persons.
9. OCF warrants that the Goods will be fit for the purpose for which such goods are ordinarily intended.
10. OCF warrants that the Goods are now free and at the time of delivery will be free from any security interest or other lien or encumbrance, except the security interest created in this Agreement until OCF is paid in full.
11. OCF warrants that the Goods will be delivered free of the rightful claim of any person arising from patent or trademark infringement.
12. EXCEPT FOR THE ABOVE WARRANTIES, NO OTHER WARRANTY (WHETHER EXPRESSED, IMPLIED OR STATUTORY) IS MADE BY OCF REGARDING THE GOODS.
13. Title to the Goods will remain with OCF until delivery and actual receipt of the Goods by the Buyer or, in the alternative, OCF delivers a document of title or registrable Bill of Sale of the Goods, bearing any necessary endorsement, to the Buyer.
14. OCF retains a security interest in the Goods until paid in full.
15. Inspection will be made by the Buyer at the time and place of delivery or installation (if applicable).
16. Any refund will not include costs of delivery or installation/de-installation. Those costs will be borne by the Buyer.
17. The Buyer's failure to give notice of any claim within 10 business days from the date of delivery will constitute an unqualified acceptance of the Goods and a waiver by the Buyer of all claims with respect to the Goods.
18. OCF will not be liable in any way for any delay, non-delivery or default in shipment due to labour disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents and other causes beyond the control of OCF or its suppliers. If OCF, in its sole judgment, will be prevented directly or indirectly, on account of any cause beyond its control, from delivering the Goods at the time specified or within one month after the date of this Agreement, then OCF will have the right to terminate this Agreement by notice in writing to the Buyer, which notice will be accompanied by full refund of all sums paid by the Buyer pursuant to this Agreement.
19. The Buyer's exclusive remedy and OCF's limit of liability for any and all losses or damages resulting from defective goods or from any other cause will be for the Purchase Price of the particular delivery with respect to which losses or damages are claimed, plus any transportation charges actually paid by the Buyer.
20. OCF reserves the right to cancel this Agreement:
a. if the Buyer fails to pay for any shipment when due;
b. in the event of the Buyer's insolvency or bankruptcy; or
c. if OCF deems that its prospect of payment is impaired.
21. Any notice to be given or document to be delivered to either OCF or Buyer pursuant to this Agreement will be sufficient if delivered personally or sent by prepaid registered mail to the address specified below. Any written notice or delivery of documents will have been given, made and received on the day of delivery if delivered personally, or on the third (3rd) consecutive business day next following the date of mailing if sent by prepaid registered mail:
22. Headings are inserted for convenience only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
23. All representations and warranties of OCF contained in this Agreement will survive the closing of this Agreement.
24. The Buyer may not assign its right or delegate its performance under this Agreement without the prior written consent of OCF, and any attempted assignment or delegation without such consent will be void. An assignment would change the duty imposed by this Agreement, would increase the burden or risk involved and would impair the chance of obtaining performance or payment.
25. This Agreement cannot be modified in any way except in writing signed by all the parties to this Agreement.
26. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and OCF and the Buyer hereby attorn to the jurisdiction of the Courts of the Province of Ontario.
27. If any clause of this Agreement is held unconscionable by any court of competent jurisdiction, arbitration panel or other official finder of fact, the clause will be deleted from this Agreement and the balance of this Agreement will remain in full force and effect.
28. This Agreement will inure to the benefit of and be binding upon OCF and the Buyer and their respective successors and assigns.
29. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
30. Time is of the essence in this Agreement.
31. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise. The Buyer acknowledges that it has not relied upon any representations of OCF as to prospective performance of the Goods, but has relied upon its own inspection and investigation of the subject matter.