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Blendtek Terms & Conditions

Purchase Order

Blendtek Sales Order Terms And Conditions

The Sales Order between the Buyer and the Seller for the purchase of goods or products specified on the face of this Sales Order (the “Goods”) consists of and is subject to the terms specified on the face of this Sales Order and the terms and conditions set out herein (the “Terms”; together with the Terms and conditions on the face of the Sales Order, the “Order”). This Order, together with any documents incorporated herein by reference on the face of the Sales Order, constitutes the sole and entire agreement between the parties with respect to the Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. In the event of any conflict between the Terms and any Terms set out on the face of the Sales Order, the Terms set out on the face of the Sales Order shall take precedence and prevail. No modifications to the Terms and conditions of this Order shall be valid and binding upon the Seller unless in writing and signed by an officer of the Seller or an employee with explicit authorization to do so.  No conditions stated by Buyer in accepting this Order shall be binding on the Seller if in conflict with, inconsistent with, or in addition to the Terms and conditions of the Order, unless such Buyer conditions are expressly accepted in writing, signed by an officer or authorized employee of the Seller. If the Seller supplies any of the Goods on the Sales Order to the Buyer prior to the Buyer’s execution of the Sales Order, the Sales Order shall be deemed executed by the Buyer upon the earlier of the Buyer’s acceptance of the first shipment of such Goods or the Buyer’s first payment to the Seller in respect of such Goods. These Terms shall also apply to any replacement Goods provided by the Seller to the Buyer hereunder.

PRICE AND PAYMENT

  1. All prices are firm and there will be no modification to the price for any reason whatsoever unless due to administrative error by the Seller or otherwise specifically set forth herein, on the face of the Sales Order, or as otherwise agreed to in writing by an officer or authorized employee of Seller. Where due to clerical or administrative error, the Seller shall notify the Buyer in writing and the Buyer shall have five (5) business days to reject the price change and terminate the Order, failing which the Buyer shall be deemed to have expressly agreed to such price change.
  2. Payment shall be made in accordance with the requirements and timeframes set out on the face of the Sales Order.
  3. Unless otherwise indicated on the face of this Order, the Buyer and Seller acknowledge and agree that the Order price is exclusive of any Goods and services tax and harmonized sales tax (“GST/HST“) imposed under Part IX of the Excise Tax Act (Canada) and any analogous sales taxes payable in a province of Canada or any state in the United States. An amount in respect of any GST/HST and any applicable provincial sales tax payable on the Order price shall be paid by the Buyer to the Seller in addition to the Order price.
  4. Payment shall be made in accordance with the requirements and timeframes set out on the face of the Sales Order or, where not set out, shall be due and payable no later than thirty (30) days following receipt by the Buyer of the Seller’s invoice for the Goods. Interest at the rate of 2% per month (26.8% per annum) shall apply to all payments not made within the time required by this Order.

SPECIFICATIONS AND WARRANTY

  1. All Goods to be furnished pursuant to the Order shall be in strict accordance with the specifications referred to on the face of the Sales Order for the Goods and subject to any limitations identified by the Seller in respect of such Goods.
  2. Notwithstanding the Seller’s obligation in Section 2.1 above, the Buyer shall bear all risk, liability, and responsibility associated with the use and/or handling of the Goods and the Seller makes no warranty as to whether the Goods are fit for the use intended by the Buyer.
  3. Seller makes no other warranty concerning the Goods furnished in accordance with the Order save as set out in Section 2.1, above. Any recommendations, advertisements, or other information provided by the Seller in respect of the Goods shall not be relied upon by the Buyer and are made solely to the best of Seller’s knowledge, information, and belief.
  4. Buyer confirms that use of the Goods shall be at Buyer’s sole risk.

DELIVERY AND PACKAGING

  1. Delivery of the Goods shall be in accordance with the Incoterm specified on the face of the Sales Order, at the location specified on the face of the Sales Order and in accordance with Incoterms 2020.
  2.  Where the Incoterm so specified requires the Seller to arrange for shipping, the Buyer shall provide shipping instructions which shall be commercially reasonable and not inconsistent with the Order.
  3. Seller shall provide Buyer with written notice of delivery in advance of the Goods being delivered. Seller shall provide Buyer with all delivery documents, including commercial invoices, packing lists, air waybill or bills of lading as applicable, and any other documents necessary to release the Goods to the Buyer.
  4. Unless stipulated by the Buyer and included on the face of the Sales Order, or as subsequently agreed upon in writing by an officer of the Seller or an employee with explicit authorization to do so, the Seller shall determine the method of packaging the Goods for delivery.
  5. Where delivery is made in returnable container, the returnable containers shall remain the property of the Seller and the Buyer shall not use such returnable containers for any purpose other than storage of the Goods delivered therein. The delivery documentation provided by the Seller shall identify the type and number of returnable containers and the Buyer shall be required to return such returnable containers to the Seller promptly, when empty, at Buyer’s sole cost and expense, unless otherwise set out on the face of the Sales Order or unless agreed in writing and signed by an officer of the Seller or an employee with explicit authorization to do so.
  6. In addition to the Price set out on the face of the Sales Order, the Buyer shall be required to make payment to the Seller of a deposit in respect of the returnable containers, which deposit shall be refunded to the Buyer upon return by the Buyer to the Seller of such returnable containers in good condition. Such deposit shall be returned by the Seller within 30 days of receipt of the relevant returnable containers.
  7. Where delivery is made in non-returnable containers, the Buyer accepts title to such containers and the Buyer shall be responsible and liable for any re-use of such non-returnable containers and disposal thereof.
  8. The Seller shall have the right to withhold delivery if the Buyer fails to maintain, in the Seller’s sole and absolute discretion, a satisfactory credit rating.
  9. Except as otherwise set out herein, where the Seller fails to make delivery in accordance with the Terms set out on the face of the Sales Order, the Buyer shall be entitled to provide the Seller with notice in writing of such failure and Seller shall have five (5) business days to cure such failure (or such longer period where reasonably necessary), after which time the Buyer may terminate this Order. In such circumstances, termination shall be the Buyer’s sole remedy as against the Seller.

RECIEPT AND INSPECTIONS

  1. The Buyer shall have the right and obligation to inspect the Goods upon delivery.
  2. Any issues with the Goods that are visually ascertainable upon delivery shall be identified by the Buyer to the Seller by written notice as soon as possible but in any event within five (5) days of delivery.
  3. Whether visually ascertainable upon delivery or not, the Buyer shall be deemed to have accepted the Goods notwithstanding any shortage in quantity, losses, defects, or damages to the Goods, within thirty (30) days of delivery, unless written notice is provided to the Buyer prior to expiration of such thirty (30) day period.

TITLE AND RISK OF LOSS

  1. Title shall transfer to the Buyer only upon the Seller’s receipt of payment for the Goods.
  2. Notwithstanding the timing of the transfer of title to the Goods, the Buyer shall bear all risk of loss following delivery in accordance with the applicable Incoterm specified.

COMPLIANCE WITH LAWS; INDEMNITY

  1. The Buyer warrants that it shall comply with all applicable all applicable federal, provincial, local and municipal laws, rules, ordinances and regulations, specifically including, but not limited to, applicable food safety laws and regulations.
  2. To the fullest extent permitted by law, Buyer hereby assumes sole responsibility and liability for any and all damage or injury of any kind or nature whatsoever, including death, to all persons, whether employees or customers of Buyer or otherwise, where such damage or injury arises out of or occurs in connection with acts and/or omissions, whether negligent or otherwise, by Buyer in respect of the Buyer’s receipt and use of the Goods. To the fullest extent permitted by law, Buyer shall defend, indemnify and save harmless Seller, Seller’s affiliates, and their respective officers, directors, agents, servants and employees (collectively the “Indemnified Parties”) from and against any and all claims for damage or injury to persons (including but not limited to death) and from and against any and all loss, cost, expense, liability, damage, penalties, fines or injury, including but not limited to legal (on a full indemnity basis) and expert fees  and disbursements  related thereto or incurred in enforcing this paragraph, which the  Indemnified Parties, or any of them, may sustain, suffer or incur, directly or indirectly to the extent arising out of or related to Buyer’s acts or omissions, whether sole or concurrent, and whether such acts or omissions were negligent or in breach of this Order or otherwise. Buyer agrees that this indemnity and its insurance coverages shall be primary as to any claim for which this indemnity or such insurance coverages shall apply, to the extent of Buyer’s own negligence. Buyer’s obligations hereunder shall not be limited by legislation or applicable other insurance and shall survive the termination, cancellation, or expiration of this Order.

ASSIGNMENT

  1. The Buyer shall not be entitled to assign any rights or claims under this Order or breach thereof, without prior written consent of the Seller.

WAIVER

  1. No waiver by Seller of any of the provisions of this Order is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Order operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

FORCE MAJEURE

  1. The Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Order, for any failure or delay in fulfilling or performing any Term of this Order when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

RELATIONSHIP OF THE PARTIES 

  1. The relationship between the parties is that of independent contractors. Nothing contained in this Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

NO THIRD-PARTY BENEFICIARIES

  1. This Order is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implies, intended to, or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever.

LIMITATION OF LIABILITY

  1. The Seller’s sole liability to the Buyer in respect of any damaged or deficient Goods shall be, at the Buyer’s sole option, the replacement of such Goods or the reimbursement for the amounts paid for such Goods.
  2. The Seller’s aggregate liability to the Buyer in respect of any matter arising from or relating to this Order shall be limited to the amounts actually paid by the Buyer to the Seller in accordance with the Terms of this Order. However, such liability shall not apply in the event of any damages arising from the Seller’s gross negligence, willful misconduct, or fraud.
  3. In no event shall Seller be liable for any consequential, indirect, incidental, special, exemplary, or punitive damages, lost profits or revenues or diminution in value, arising out of or relating to any breach of these Terms, whether or not the possibility of such damages has been disclosed in advance by Buyer or could have been reasonably foreseen by Seller, regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

AMENDMENT AND MODIFICATIONS

  1. This Order and the Terms may only be amended or modified in writing stating specifically that it amends the Order and these Terms and is signed by an authorized representative of each party.
  2. In all cases of modifications to the Order and the Terms, the Buyer shall bear the burden to confirm that any employee agreeing in writing to additional Terms or modifications to this Order has the appropriate authorization.

GOVERNING LAWS; INTERPRETATION

  1. The Order shall be governed by and construed under the laws of the Province of Ontario and those federal laws of Canada, as applicable.
  2. The Buyer acknowledges that it had the opportunity to obtain independent legal advice and that it has agreed to be bound by this Order on its own accord and the parties agree that the principle of contra proferentem shall not apply to the interpretation of this Order.
  3. If any Term of the Order is found to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other Term of the Order.

NOTICE; DISPUTE RESOLUTION

  1. Any notice to be delivered to Seller in respect of this Order shall be in writing and shall be delivered to the Seller at customerservice@blendtek.com with a copy to any Seller email address identified on the face of the Sales Order.
  2. Any claims, disputes, or actions of any kind arising out of or related to this Order shall be resolved, at the Seller’s option in its sole and absolute discretion, by arbitration in accordance with the Arbitration Act, 1991, SO 1991, c17, as may be amended from time to time, or by the courts of the Province of Ontario. Prior to commencing any action in any court, the Buyer shall first send notice to the Seller seeking the Seller’s selection of forum and Buyer shall be liable for any reputational damages caused by its failure to do so.

SURVIVAL

  1. The provisions of this Order which by their nature should apply beyond the Term of the Order shall remain in full force and affect following its termination or expiration.

Blendtek Purchase Order Terms And Conditions

The Purchase Order between the Purchaser and the Seller for the purchase of goods or products specified on the face of this Purchase Order (the “Goods”) consists of and is subject to the terms specified on the face of this Purchase Order and the terms and conditions set out herein (the “Terms”; together with the Terms and conditions on the face of the Purchase Order, the “Order”). This Order, together with any documents incorporated herein by reference on the face of the Purchase Order, constitutes the sole and entire agreement between the parties with respect to the Purchase Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Purchase Order. In the event of any conflict between the Terms and any Terms set out on the face of the Purchase Order, the Terms set out on the face of the Purchase Order shall take precedence and prevail. No modifications of the terms and conditions of this Order shall be valid and binding upon the Purchaser unless in writing signed by an officer or authorized employee of Purchaser (including electronic signature). No conditions stated by Seller in accepting this Order shall be binding on Purchaser if in conflict with, inconsistent with, or in addition to the terms and conditions of the Order, unless such Seller conditions are expressly accepted in writing (including electronic signature) signed by an officer or authorized employee of Purchaser. If this Order is presented to the Seller and the Seller commences delivery of any of the Goods, the Purchase Order shall be deemed executed by the Seller upon the earlier of delivery of the Goods, or any part thereof, by the Seller or upon the Seller invoicing the Purchaser for the Goods, or any part thereof. These Terms shall also apply to any replacement Goods provided by the Seller to the Purchaser hereunder.

PRICE AND PAYMENT

  1. All prices are firm and there will be no increase in the price for any reason whatsoever unless otherwise specifically set forth herein or agreed to in writing by an officer or authorized employee of Purchaser.
  2. Invoices shall be rendered and payments shall be made in accordance with the requirements and timeframes set out on the face of the Purchase Order.
  3. The price shall be deemed to be inclusive of all taxes, save for any Goods and services tax and harmonized sales tax (“GST/HST“) imposed under Part IX of the Excise Tax Act (Canada) and any analogous sales taxes payable in a province of Canada or any state in the United States, provided that such is indicated on the face of the Purchase Order, failing which the price shall be deemed to be inclusive of such taxes.
  4.  Seller shall deliver written notice to Purchaser in the event that Purchaser fails to make payment when due, providing Purchaser with no less than 5 business days to remedy such issues prior to the Seller being entitled to take any legal action in respect of such payment.

SPECIFICATIONS AND WARRANTY

  1. Seller warrants to the Purchaser and all subsequent purchasers that all Goods delivered will: (a) be free from any defects; (b) in strict accordance with the applicable specifications, samples and other requirements specified by Purchaser or advertised by the Seller; (c) be fit for their intended purpose; (d) be merchantable; (e) be free and clear of all liens, security interests or other encumbrances; (f) not infringe or misappropriate any third party’s patent or other intellectual property rights; and (g) compliant with any and all applicable food safety rules and regulations. These warranties are cumulative and in addition to any other warranty provided by law or equity and shall survive any delivery, inspection, acceptance or payment of or for the Goods by Purchaser.
  2. If Purchaser provides Seller with a written notice of non-compliance, the Seller shall, at its own cost and expense, promptly replace the defective or non-conforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or non-conforming Goods to Seller and the delivery of replacement Goods to Purchaser.

DELIVERY AND PACKAGING

  1. Seller shall deliver the Goods in the quantities and on the date(s) specified on the face of the Purchase Order or as otherwise agreed in writing by the parties (the “Delivery Date“).
  2. Timely delivery of the Goods is of the essence. If Seller fails to deliver the Goods in full on the Delivery Date, Purchaser may terminate the Purchase Order immediately by providing written notice to Seller and Seller shall indemnify Purchaser against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller’s failure to deliver the Goods on the Delivery Date.
  3. In the event that Goods are delivered in advance of the Delivery Date, Purchaser may reject receipt of such Goods or may accept delivery and set-off the costs of additional storage of such Goods, at the Purchaser’s sole option.
  4. Delivery of the Goods shall be in accordance with the Incoterm specified on the face of the Purchase Order, at the location specified on the face of the Purchase Order and in accordance with Incoterms 2020.
  5.   All Goods shall be packed for shipment according to Purchaser’s instructions provided on the face of the Purchaser Order or otherwise agreed in writing. If no such instructions are provided, the Seller shall package the Goods in a manner sufficient to ensure that the Goods are delivered in undamaged condition and in accordance with applicable law and industry standards.
  6. Seller shall provide Purchaser with written notice of delivery in advance of the Goods being delivered or shipped. Seller shall provide Purchaser with all delivery documents, including commercial invoices, packing lists, air waybill or bills of lading as applicable, and any other documents necessary to release the Goods to the Purchaser.
  7. In the event that Goods are delivered in returnable packaging, the return of such packaging shall be at Seller’s sole cost and expense, unless otherwise stipulated on the face of the Purchase Order.

RECIEPT AND INSPECTIONS

  1. The Purchaser has the right to inspect the Goods on or after delivery and may reject any portion of the Goods if it determines the Goods are non-conforming or defective.
  2. If the Purchaser rejects any portion of the Goods, Purchaser has the right, to: (a) rescind the Order in whole or in part, require the Seller to reclaim the Goods, and have any payments in respect of the Goods returned; (b) accept any portion of the Goods at a reasonably reduced price; and (c) reject the Goods and require replacement of the rejected Goods.
  3. If Seller fails to timely deliver replacement Goods, Purchaser shall once again have all rights available under Section 5.2

CHANGES

  1. Purchaser may, at any time by written notice to Seller, (i) make changes in the shipping or packing instructions, (ii) increase or decrease the quantity of Goods ordered, (iii) make changes in the delivery schedule (any of which is a “Change Event”).
  2. Upon receipt of notice of a Change Event, Seller shall advise of any increase or decrease in the price and seek Purchaser’s written agreement to same, which written agreement shall constitute a binding modification to this Order and Seller shall proceed promptly to make such changes in accordance with the agreed terms. However, until written agreement upon the terms associated with the Change Event, the Seller shall have no right to claim for any additional compensation from the Purchaser.

TITLE AND RISK OF LOSS

  1. Title shall transfer to the Purchaser upon the earlier of the Purchaser’s payment
  2. for the Goods, or any part thereof, or receipt by the Purchaser of the Goods.
  3. Notwithstanding the timing of the transfer of title to the Goods, the Seller shall bear all risk of loss until acceptance of delivery by the Purchaser.

COMPLIANCE WITH LAWS; INDEMNITY

  1.   The Seller warrants that it shall comply with all applicable all applicable federal, provincial, local and municipal laws, rules, ordinances and regulations, specifically including, but not limited to, applicable food safety laws and regulations.
  2. Seller has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Purchase Order and will provide Purchaser with evidence of same upon request.
  3.  To the fullest extent permitted by law, Seller hereby assumes sole responsibility and liability for shall defend, indemnify and hold the Purchaser, any subsequent purchaser, and each of their respective officers, directors, agents, servants and employees (collectively the “Indemnified Parties”) from and against any and all damage or injury of any kind or nature whatsoever, including death, to all persons, whether employees of Purchaser, a subsequent purchaser, or otherwise, and to all property, where such damage or injury arises out of or occurs in connection with acts and/or omissions, whether negligent or otherwise, by Seller and its suppliers in respect of the Goods. Such indemnity shall include all loss, cost, expense, liability, damage, penalties, fines or injury, including but not limited to legal (on a solicitor and own client basis) and expert fees  and disbursements  related thereto or incurred in enforcing this paragraph, which the  Indemnified Parties, or any of them, may sustain, suffer or incur, directly or indirectly to the extent arising out of or related to Seller’s acts  or omissions, whether sole or concurrent, and whether such acts or omissions were negligent or in breach of this Order or otherwise. Seller agrees that this indemnity and its insurance coverages shall be primary as to any claim for which this indemnity or such insurance coverages shall apply. Seller’s obligations hereunder shall not be limited by the provision of any worker’s compensation legislation or applicable other insurance. The indemnification obligation set forth herein shall survive the termination, cancellation or expiration of this Order.

ASSIGNMENT

  1. Seller not be entitled to assign any rights or claims under this Order or breach thereof, without prior written consent of the Purchaser.
  2. Purchaser may at any time assign or transfer any or all of its rights or obligations under the Purchase Order upon written notice to the Seller.

NO WAIVER

  1.   Failure of Purchaser to insist upon strict performance of any of the terms and conditions herein shall not be deemed a waiver of any rights or remedies that Purchaser shall have and shall not be deemed a waiver of any subsequent default in the Terms and conditions hereof. The delivery or receiving of any Goods under this Order or payment therefore shall not be deemed a waiver of any rights by Purchaser for any prior or future failure by the Seller to comply with any of the provisions of this Order.

FORCE MAJEURE

  1. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted or breached this Order, for any failure or delay in fulfilling or performing any Term of this Order when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of such party including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labour disputes (whether or not relating to either party’s workforce). It is understood however, that delays of suppliers or carriers not otherwise directly related to any of the matters listed above shall not be considered excused by force majeure.

RELATIONSHIP OF THE PARTIES 

  1.  The relationship between the parties is that of independent contractors. Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Order.

LIABILITY

  1. No rights afforded in any of these Terms shall serve to limit the rights and remedies available to the Purchaser in any other Term herein or otherwise at law.
  2. The Seller’s liability shall include consequential losses, including loss of revenue, loss of profit, loss of business, loss of production, or otherwise, when incurred by the Purchaser as a result of the Seller’s failure to comply with any terms of the Purchase Order.
  3. In the event that the Purchaser is required to buy the Goods from a third party as a result of the Seller’s failure to comply with the terms of this Order, the Seller shall be liable to the Purchaser for the difference in cost to the Purchaser.
  4. The Purchaser shall be entitled to set off at any time any amount owing to it by Seller against any amount payable by Purchaser to Seller under this Order.

AMENDMENT AND MODIFICATIONS

  1. This Order and the Terms may only be amended or modified in writing stating specifically that it amends the Purchase Order and these Terms and is signed by an authorized representative of each party.
  2. In all cases of modifications to the Order and the Terms, the Seller shall bear the burden to confirm that any employee agreeing in writing to additional Terms or modifications to this Order has the appropriate authorization.

GOVERNING LAWS; INTERPRETATION

The Purchase Order shall be governed by and construed under the laws of the Province of Ontario and those federal laws of Canada, as applicable.

The Seller acknowledges that it had the opportunity to obtain independent legal advice and that it has agreed to be bound by this Order on its own accord and the parties agree that the principle of contra proferentem shall not apply to the interpretation of this Order.

  1. If any Term of the Purchase Order is found to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other Term of the Order.

NOTICE; DISPUTE RESOLUTION

  1. Any notice to be delivered to Purchaser in respect of this Order shall be in writing and shall be delivered to the Purchaser via the email address identified on the face of the Purchase Order.
  2. Any claims, disputes, or actions of any kind arising out of or related to this Order shall be resolved, at the Purchaser’s option in its sole and absolute discretion, by arbitration in accordance with the Arbitration Act, 1991, SO 1991, c17, as may be amended from time to time, or by the courts of the Province of Ontario. Prior to commencing any action in any court, the Seller shall first send notice to the Purchaser seeking the Purchaser’s selection of forum and Seller shall be liable for any reputational damages caused by its failure to do so.

SURVIVAL

  1. The provisions of this Order which by their nature should apply beyond the Term of the Order shall remain in full force and affect following its termination or expiration.

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I UNDERSTAND