ARTICLE 1. General
1.1. These terms and conditions apply to all quotes made and all orders accepted by or on behalf of Canvus Inc., except where this stipulation is expressly deviated from in writing by the parties.
1.2. Canvus Inc. will be referred to as ("Canvus") in these terms and conditions. Canvus’s customers and potential customers will be referred to as ("Customer").
ARTICLE 2. Creation of orders
2.1. An order shall be accepted by means of a quote sent by Canvus and signed by the Customer (“Order”).
2.2. Until such time as an order becomes accepted in the manner described above, quotes shall not obligate Canvus in any way, regardless of the form in which the quote was communicated.
ARTICLE 3. Prices
3.1. Prices of products are based on delivery from the Canvus Production Studio, unless otherwise expressly agreed. Canvus will arrange for the transport of the products to be delivered and these costs will be listed separately in the quote.
ARTICLE 4. Modification/cancellation by the Customer
4.1. Cancellation by the Customer of an Order is possible only following written agreement by Canvus.
4.2. The plans of the Customer in relation to delivery (the precise location, time etc.) must be communicated in writing to Canvus at least two weeks prior to the time of delivery. Where such plans are modified within two weeks of the proposed shipment date, and these modifications lead to significant additional costs for Canvus, Canvus shall be entitled to charge these additional costs to the Customer, in whole or in part.
ARTICLE 5. Place and manner of delivery and fulfilment of order
5.1. Unless otherwise expressly agreed, delivery shall be to the site of the Customer identified in the plan referenced in Section 4.2.
5.2. The following additional conditions shall apply where it is agreed that Canvus will arrange for the transport of the articles to a location indicated by the Customer:
I. Canvus shall be unrestricted in their choice of appropriate packaging and logistics methods.
II. The Customer shall be responsible for the unloading and receipt of the products.
III. The Customer hereby guarantees that the location referenced in Section 4.2 is accessible to tractor trailers.
ARTICLE 6. Unforeseen circumstances and force majeure
6.1. Where following the acceptance of an Order circumstances arise which significantly affect the price or cost price, such as changes in prices of raw materials, wages, exchange rates, tax, import duties and the like, then Canvus shall be entitled to charge those price changes on to the Customer. The Customer will be informed about this in advance by Canvus, to the extent reasonably practicable.
6.2. Canvus shall be entitled to dissolve an Order in whole or in part, or to suspend its fulfilment where as a result of force majeure, Canvus cannot reasonably be deemed to be in a position to fulfil the order, without any liability on the part of Canvus to pay compensation for damages. Force majeure affecting Canvus shall in any event be taken to mean all external circumstances which impede or unreasonably hamper the fulfilment of the Order, even where the circumstances were foreseeable at the time of the Order.
6.3. Whereas a consequence of force majeure the extension of the delivery period will exceed three months, then Canvus shall be entitled to dissolve the Order in whole or in part, without any obligation to pay any remuneration or compensation for damages to the Customer.
ARTICLE 7. Default on the part of Canvus
7.1. The Customer may not legally place Canvus in default before such time as (i) agreement is reached in relation to all technical details, (ii) any and all the necessary data, drawings etc. are in the possession of Canvus, (iii) the order has become binding, as specified in Article 2.1, (iv) Canvus have received any agreed payment(s) and (v) the agreed delivery deadline has elapsed.
7.2. If Canvus fails to deliver the products or fail to deliver these in good time and the other conditions in Article 7.1 are met, then the Customer may place Canvus in default in writing. The Customer must then allow Canvus a reasonable period to deliver the products. Canvus may be placed in default only where Canvus continue to culpably fall short in meeting their obligations to the Customer.
7.3. Where products have not been taken by the Customer following the elapsing of the delivery deadline and/or delivery to the Customer cannot take place due to circumstances attributable to the Customer, then the products may be stored by Canvus, at the Customer’s expense and risk.
ARTICLE 8. Payment
8.1. Canvus requires payment in full of the total order amount upon acceptance of an order. Production will not begin until the payment is received from the Customer.
8.2. Canvus shall be entitled to recover all costs incurred as a result of non-payment by Customer (“Default”). From the moment the Customer is in Default, the Customer will incur contractual interest of 1.5% of the invoice amount for every month or part of a month in which the Customer is default.
ARTICLE 9. Warranty
9.1 All products manufactured by Canvus are warranted for the terms outlined below against defects in materials, workmanship, and breakage in accordance with our published specifications.
The Canvus warranty is limited to a 5-year warranty on all components with the exception of solar lighting. Canvus provides a 3-year warranty on all solar lighting components. Canvus reserves the right to make substitution with similar products should the model, material or color in question no longer be available.
The above warranties commence on the date of the invoice issued from Canvus. Should any failure occur within the warranty period, please notify Sales Support by emailing firstname.lastname@example.org or calling 216-340-7500. Canvus shall, upon written notification (which must include a description of the failure, a copy of your invoice/sales receipt and supporting pictures documenting a failure), verify the reported defect and issue an RMA (Return Materials Authorization). At our discretion, Canvus will either repair the defective product(s) or supply a new product(s) within 60 days. Canvus shall, at its expense, deliver the repaired or new part(s) to the customer’s location. Canvus shall not be responsible for providing nor incur the cost of labor to remove the defective products(s) and install any repaired or new products(s). All replacement products shall be guaranteed for the balance of the original warranty period. This warranty is available to the original purchaser or a recipient of donated products.
The warranty is valid only if the products have been properly maintained and inspected annually. This warranty does not cover claims for items that have been subjected to misuse, neglect, accident (including storm or fire damage), vandalism, fading, or that have been modified, altered by anyone other than Canvus or its authorized representative.
This warranty is exclusive and is in lieu of all other warranties, whether express or implied, including, but not limited to, any warranty of merchantability or fitness. In addition, no other warranty, oral, written, or implied, may be substituted for the warranty stated above. To the extent permitted by law, Canvus shall not be liable for any incidental or consequential damages.
All claims made under the terms of this warranty must be received in writing via U.S. mail or email and must include: 1) a copy of the original invoice and 2) supporting pictures. Claims must be sent to Canvus, Inc., 18500 Lake Rd., Rocky River, OH 44116, or email@example.com
ARTICLE 10. Delivery and Customer Service
10.1. The Customer is required to inspect the products delivered as soon as possible after receipt. Any complaints about quantities, suitability, dimensions, color, materials etc. must be submitted to Canvus in writing, stating reasons, within a reasonable period and at the latest within seven days following receipt of the goods. Where the Customer does not make use of this opportunity, then any right to claim Canvus for redelivery and/or compensation for damages shall expire.
10.2. Where the Customer has complained in time, in writing, stating reasons, about the quantities or properties of the products delivered, Canvus shall be entitled to repair the goods or to redeliver the goods, following the return by the Customer of the products delivered.
10.3. In the event that the Customer carries out repairs or has these carried out, Canvus shall not be obliged to contribute to the costs unless Canvus have declared in advance that they are willing to make such a contribution. Canvus shall be free to determine the form of any contribution, with discounts on subsequent deliveries among the possibilities.
ARTICLE 11. Intellectual property rights
11.1. All drawings, sketches, diagrams, samples, models and the like produced by Canvus are and shall remain the property of Canvus, also following full implementation of the agreement. Drawings and the like may not be reproduced in whole or in part or shown or provided to any third party for whatever reason, without the written permission of Canvus.
11.2. The Customer shall be liable to Canvus for any damages arising from the display or handing over to third parties of drawings and the like.
11.3. The Customer is obligated to immediately return to Canvus at their first request all drawings etc or copies thereof held by the Customer.
11.4. Intellectual property in documents, drawings, samples, models, products or other items will at all times remain the property of Canvus.
11.5. The Customer is obligated to inform Canvus immediately as soon as the Customer becomes aware of any breach of Canvus's rights.
ARTICLE 12. Liability
12.1. Canvus may only be held liable for damages suffered by the Customer where these are exclusively and directly a consequence of a shortcoming attributable to Canvus, on the understanding that the following forms of damage do not qualify for compensation:
a. Damages not covered by Canvus;
b. Consequential loss (operational disturbance, demurrage and other costs, loss of income etc.);
c. Damages caused to items being worked on or worked with during the installation of the products, or to items in the vicinity of the working location.
d. Damages arising from intentional acts or negligence on the part of persons assisting Canvus or subcontractors to Canvus;
e. Damages caused by inaccuracy or defects in recommendations and data provided by Canvus, except in the event of intentional acts or negligence on the part of Canvus
12.2. Any damages to be recompensed by Canvus shall be reduced where the price paid or yet to be paid by the Customer is minor in relation to the extent of the damages suffered by the Customer.
12.3. Any damages to be recompensed by Canvus shall be reduced where the damages significantly exceed the price of the goods and/or services supplied.
12.4. The processing or modification of supplied goods by the Customer or a third party shall have as a consequence that any liability on the part of Canvus relating to defects in the goods supplied shall lapse, unless (i) the Customer has expressly offered Canvus an opportunity to investigate the modifications and (ii) the Customer has submitted the proposed processing or modification in advance and in writing for the approval of Canvus, and Canvus have then approved the processing or modification, in writing.
ARTICLE 13. Applicable law
13.1 This Agreement shall be governed by the law of the State of Ohio. The parties agree that the Courts of the County of Cuyahoga, State of Ohio shall have sole and exclusive jurisdiction. The partial or complete invalidity of any one or more provisions of this Agreement shall not affect the validity or continuing force and effect of any other provision. The failure of either party hereto to insist, in any one or more instances, upon the performance of any of the terms, covenants or conditions of this Agreement, or to exercise any right herein, shall not be construed as a waiver or relinquishment of such term, covenant, condition or right as respects further performance. Should either party employ an attorney to institute suit or demand arbitration to enforce any of the provisions hereof, to protect its interest in any matter arising under this Agreement, or to collect damages for the breach of the Agreement or to recover on a surety bond given by a party under this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees, costs, charges, and expenses expended or incurred therein. The titles given to the Articles of this Agreement are for ease of reference only and shall not be relied upon or cited for any other purpose.