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Canadian Terms and Conditions

  1. ORDER ACCEPTANCE. It is acknowledged that no order shall be deemed accepted unless and until it is verified and accepted by Ben Meadows Company at its Janesville, WI, USA facility. Purchaser further consents that submission of its order shall subject Purchaser to the jurisdiction of the courts of the United States and the State of Wisconsin. 

     

  2. COMMODITY TAXES. Prices for items purchased from BEN MEADOWS COMPANY do not include applicable excise taxes, customs duties, sales and use taxes, value-added taxes (including the Goods and Services Tax and the Harmonized Sales Tax or any success or tax), and provincial retail sales taxes. When required by law, BEN MEADOWS COMPANY will collect such taxes from the Purchaser and remit same to the appropriate governmental authority. Where applicable, Purchaser must inform BEN MEADOWS COMPANY of the tax-exempt status of any particular order, and provide BEN MEADOWS COMPANY with the requisite details at the time the order is made my Purchaser. All orders are otherwise presumed to be taxable.

     

  3. PAYMENT TERMS. For Purchasers with established credit, terms are net thirty (30) days from date of shipment. For Purchasers without approved credit, all export sales are made on condition that Purchaser make payment in advance at the time of order. Payments may be in Canadian or US dollars. BEN MEADOWS COMPANY shall have the right of set-off and deduction for all sums owed. If an open account customer fails to make full payment in accordance with these terms, BEN MEADOWS COMPANY may defer shipment of other orders, or cancel all or any part of any unshipped order until such payment is made.

     

  4. CREDIT BALANCE. Purchaser agrees that any credit balances issued will be applied within one (1) year of its issuance. If not applied or requested within one (1) year, any balance remaining will be subject to cancellation, and BEN MEADOWS COMPANY shall have no further liability.

     

  5. FREIGHT POLICY. Shipping terms are Free Carrier (Incoterms 1990), Janesville, WI, USA, using local shipping point and routing of BEN MEADOWS COMPANYS choice. BEN MEADOWS COMPANY will contract for carriage on usual terms at the Purchasers risk and expense. Purchaser shall be responsible for obtaining insurance. At BEN MEADOWS COMPANYS option, freight policy for certain export orders may be subject to special terms and conditions. If any item is backordered that item will be shipped prepaid as Purchasers exclusive remedy. Title and risk of loss shall pass to Purchaser on delivery to the carrier in the United States. If the product is damaged in transit, Purchaser acknowledges that it has no recourse against BEN MEADOWS COMPANY.

     

  6. MANUFACTURERS WARRANTY. Most of the products listed in this catalog are warranted to the final consumer by their manufacturer; copies of such warranties are supplied with the product or are available from the manufacturer.

     

  7. BEN MEADOWS COMPANY 100% SATISFACTION GUARANTEE. Purchaser may return any product purchased and receive Purchasers choice of full credit, equal exchange or money back if not satisfied with the purchase. Before returning any product a Return Authorization Number must be obtained from our Customer Service Department at 1-800-241-6401. Fill out and return the form with the unwanted items. Purchaser must prepay shipping to BEN MEADOWS COMPANYS facility in Janesville, WI, USA. BEN MEADOWS COMPANY will not accept CODs. Custom orders are not returnable.

     

  8. LIMITED WARRANTY AND DISCLAIMER. NO WARRANTY, CONDITION OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE GUARANTEE STATEMENT, 7 ABOVE, IS MADE OR AUTHORIZED BY BEN MEADOWS COMPANY INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BEN MEADOWS COMPANY DISCLAIMS ANY LIABILITY FOR PRODUCT DEFECT CLAIMS THAT ARE DUE TO PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, INSTALLATION, OR MISAPPLICATION. ANY DESCRIPTION OR ILLUSTRATION IS FOR IDENTIFICATION ONLY AND DOES NOT FORM PART OF THE SALE OR EXPRESS OR IMPLY A WARRANTY OR CONDITION THAT THE PRODUCTS ARE MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE. BEN MEADOWS COMPANY MAKES NO WARRANTY AGAINST PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT.

     

  9. LIMITATION OF LIABILITY. ANY LIABILITY FOR CONSEQUENTIAL AND INCIDENTAL DAMAGES IS EXPRESSLY DISCLAIMED. BEN MEADOWS COMPANYS LIABILITY IN ALL EVENTS, WHETHER IN CONTRACT OR TORT, IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE PAID.

     

  10. PRODUCT SUITABILITY. Most products sold by BEN MEADOWS COMPANY are designed to meet applicable Canadian national safety standards and regulations. Many provinces and localities have codes and regulations governing sales, construction, installation, and/or use of products for certain purposes, which may vary from jurisdiction to jurisdiction. BEN MEADOWS COMPANY cannot guarantee compliance with such codes and regulations and cannot be responsible for how the product is installed or used. Before purchase and use of a product, Purchaser should review the product application and applicable codes and regulations to be sure that the product, installation, and use will comply with them. BEN MEADOWS COMPANY expressly disclaims any liability for losses Purchaser may suffer as a result of any product non-compliance.

     

  11. FORCE MAJEURE. BEN MEADOWS COMPANY shall not be liable for any delay in or impairment of performance resulting in whole or in part from Acts of God, severe weather conditions, labor disruptions, governmental decrees or controls, insurrections, war risks, shortages, inability to procure or ship product or obtain permits and licenses, supplies or raw materials, or any other circumstances or causes beyond the control of BEN MEADOWS COMPANY in the conduct of its business.

     

  12. CANCELLATION. Any cancellation must be approved by BEN MEADOWS COMPANY.

     

  13. SECURITY INTEREST. On any open account sale, Purchaser hereby grants to BEN MEADOWS COMPANY a priority lien, purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to BEN MEADOWS COMPANY. Purchaser consents to the filing of any financing statements or other appropriate documents with governmental authorities to assure the validity, priority, and enforceability of the lien, security interest or mortgage. Purchaser agrees to inform BEN MEADOWS COMPANY immediately if it intends to use any import financing or has or will be granting a lien or security interest on its inventory to any third party.

     

  14. ASSIGNMENT. Purchaser shall not assign any order or any interest therein without the written consent of BEN MEADOWS COMPANY. Any actual or attempted assignment without BEN MEADOWS COMPANYS consent shall entitle BEN MEADOWS COMPANY to cancel such order upon notice to Purchaser without liability to BEN MEADOWS COMPANY.

     

  15. MODIFICATION OF TERMS. BEN MEADOWS COMPANYS acceptance of any order is subject to Purchaser's assent to all of the terms and conditions set forth in BEN MEADOWS COMPANY acknowledgment and invoice, and Purchasers assent to such terms and conditions shall be presumed from Purchasers receipt of BEN MEADOWS COMPANY acknowledgment and invoice, from delivery of the goods, or from Purchasers acceptance of all or any part of the goods or services ordered. All other contrary terms and conditions are expressly rejected, and no addition or modification of terms and conditions shall be binding upon BEN MEADOWS COMPANY unless agreed to by BEN MEADOWS COMPANY in writing.

     

  16. TRADEMARKS AND COPYRIGHTS. Purchaser acknowledges that it has no right, title or interest in the trademarks, copyrights, or other intellectual property rights in the products, and covenants that it will take no action to register or otherwise interfere with any such rights of BEN MEADOWS COMPANY.

     

  17. COMPLETE AGREEMENT. The terms and conditions in BEN MEADOWS COMPANY forms, acknowledgments, quotations, invoices and catalog sales terms and conditions, are incorporated herein by reference, and constitute the exclusive and entire agreement between Purchaser and BEN MEADOWS COMPANY.

     

  18. COUNTRY OF IMPORTATION. Purchaser represents that it is purchasing products from the United States and importing them to Canada. Purchaser agrees that the products will be shipped to the specified Canadian destination in compliance with the laws of such destination and the United States, and that there will be no re-export or diversion from such specified destination. If requested by BEN MEADOWS COMPANY, Purchaser shall provide documentation satisfactory to BEN MEADOWS COMPANY verifying delivery at the designated destination.

     

  19. EXPORT AND IMPORT LICENSES; PERMITS AND FREIGHT FORWARDER. Notwithstanding that the terms are Free Carrier, BEN MEADOWS COMPANY, or its designate, will act as the importer of record for the ordered goods and will clear the ordered goods through Canada Customs. Purchaser shall be liable to pay for any permits, licenses or other governmental authorization(s) and for any of the commodity taxes referred to in 2 above, necessary for the exportation of the products from the United States or the importation of the products into Canada. The freight forwarders actions shall not be deemed authorized by, or binding upon BEN MEADOWS COMPANY, unless expressly agreed to by BEN MEADOWS COMPANY.

     

  20. FOREIGN CORRUPT PRACTICES ACT. Purchaser acknowledges that it is not the agent of BEN MEADOWS COMPANY, and represents and warrants that it has not, and covenants that it will not pay anything of value to any government employee in connection with the resale of the products.

     

  21. INDEPENDENT CONTRACTORS. BEN MEADOWS COMPANY and Purchaser are independent contractors and not principal and agent. Purchaser is not authorized to, and shall not make any representations on behalf of, or which are binding upon BEN MEADOWS COMPANY.

     

  22. GOVERNING LAW; LIMITATIONS. These Terms and Conditions shall be construed, interpreted and performed exclusively according to the laws, excluding conflict of law rules, of the State of Wisconsin, United States of America. Any legal action with respect to any transaction must be commenced within one year after the cause of action has arisen. The provisions of the Uniform Commercial Code as adopted by the State of Wisconsin, and not the United Nations Convention on Contracts for the International Sale of Goods, shall apply.

     

  23. SEVERABILITY. If any provision of these Terms and Conditions of Sale shall be deemed illegal or unenforceable, such illegality or unenforceability shall not effect the validity and enforceability of any other legal provisions hereof which together shall then be construed as if such illegal and unenforceable provision or provisions had not been inserted herein, unless such illegality or unenforceability shall destroy the underlying business purpose of these Terms and Conditions.

     

  24. DISPUTE RESOLUTION. Actions by BEN MEADOWS COMPANY for nonpayment by the Purchaser of the purchase price of products sold by BEN MEADOWS COMPANY, or for redress of other breaches by the Purchaser of the Terms and Conditions of Sale, may be brought by BEN MEADOWS COMPANY, at its option, before any judicial court of competent jurisdiction. At BEN MEADOWS COMPANYS option, disputes between the Purchaser and BEN MEADOWS COMPANY, including all claims for non-performance by BEN MEADOWS COMPANY, shall be finally settled by arbitration in Milwaukee, Wisconsin, USA under the Rules of the American Arbitration Association, which Rules with respect to matters not regulated by them shall incorporate the UNCITRAL arbitration rules by one or more arbitrators appointed in accordance with said Rules applying these Terms and Conditions and consistent provisions of the internal laws (except conflict of law rules) of the State of Wisconsin, USA.

    Please review these additional terms as they apply to your business location:

© 2012 GHC Specialty Brands, LLC. Reference Number: WB0000