ARTICLE 1. Scope
The service provision by True North EKIDEN Ltd. to which this purchase order applies is subject to the Terms and Conditions below, with the exception of written derogations between parties and without prejudicing any special terms and conditions agreed in a separate agreement. They prevail over any of the customer's opposing terms and conditions to the contrary, even if these are subsequently communicated. These Terms and Conditions take precedence over and are supplemented by the Terms and Conditions as these are stated on the True North EKIDEN Ltd. invoice. The customer is presumed to have accepted them unless written, reasoned objection is sent by email within five calendar days after receiving them. If one of these provisions were to be null and void, such a fact shall not prejudice the applicability of the other provisions.
ARTICLE 2. Unilateral Amendment
True North EKIDEN Ltd. reserves the right to unilaterally amend these General Terms and Conditions. It shall notify the customer of this in writing. The customer has the right to terminate the agreement free of charge within 30 days after the notification of said amendment to the agreement. If not, the customer is presumed to agree with the amended General Terms and Conditions.
ARTICLE 3. Order - Proposal
Only a proposal made by True North EKIDEN Ltd. in writing is valid. The validity period of the proposal is limited to 30 days. The agreement comes into effect only after the customer's order has been accepted by True North EKIDEN Ltd.
ARTICLE 4. Representation
The customer is validly represented by the person who signs the purchase order.
ARTICLE 5. Intellectual Property
True North EKIDEN Ltd. remains the sole holder of the intellectual property rights to what it creates and organises.
ARTICLE 6. Price
Prices invoiced by True North EKIDEN Ltd. are expressed in Canadian Dollars (CAD) and include taxes. The prices are including HST, unless expressly stated otherwise. Prices can be adjusted to the price increase for certain products on which True North EKIDEN Ltd. does not personally have any influence.
ARTICLE 7. Payment
Invoices must be paid to the account of True North EKIDEN Ltd., the details of which are stated on the invoices. Invoices are payable within 30 days, unless there is an express statement to the contrary.
ARTICLE 8. Late Payment
If payment is not made on the due date, the amount of any invoice issued by True North EKIDEN Ltd. shall be increased, automatically and without advance notice of default, by a conventional fixed amount of 20% for compensation and interest at the rate of 1% per commenced overdue month, to be calculated as from the due date.
ARTICLE 9. Cancellation
Any order cancellation made by the customer must be in writing. It is only valid if it is accepted by True North EKIDEN Ltd. in writing.
An order can only be cancelled up to 2 months before the date on which the services are to be carried out.
If the customer subsequently wishes to cancel, they shall be required to pay 30% of the fee for the services to be cancelled as compensation.
If the customer wishes to cancel fewer than 20 days before the event at which the services are to be provided, they shall be required to pay 50% of the fee for the services to be cancelled, with a minimum amount of CAD $500, as compensation.
ARTICLE 10. Force Majeure
If, pursuant to any cause whatsoever beyond its will or pursuant to force majeure, it is impossible for True North EKIDEN Ltd. to execute an accepted assignment or to do so within the set deadline, True North EKIDEN Ltd. can terminate the contract without owing any compensation whatsoever.
Any event that occurs beyond the will and control of the parties and which the parties could not reasonably have expected at the time at which the agreement was concluded constitutes a situation of force majeure. Parties expressly recognise that the following circumstances are examples of situations resulting in force majeure: extreme weather conditions, strikes, disruptions of power supply or of means of telecommunication, attacks, terror threats, pandemic, etc.
ARTICLE 11. Liability
Barring any intentional acts, True North EKIDEN Ltd. cannot be held liable if an accepted service cannot be carried out or cannot be carried out in good time pursuant to a mistake by its appointees, subcontractors or pursuant to a mistake by the customer. Barring any intentional acts, the liability of True North EKIDEN Ltd. is always excluded for any direct or indirect damage while it is carrying out its accepted assignment. In the unlikely event of True North EKIDEN Ltd. being held liable for paying any compensation, for any reason whatsoever, then this shall in any case be restricted to the amount of the proven direct damage, to the exclusion of everything else. The compensation shall in no case whatsoever exceed the price constituting the subject of the agreement.
ARTICLE 12. Complaints
No complaint whatsoever relating to the services shall be accepted if it is not addressed by email to True North EKIDEN Ltd. at commercial@truenorthekiden.com within a period of 8 days after the services are carried out or after any default was discovered. If there is no such complaint, the service provision shall be presumed to be accepted.
ARTICLE 13. Obligations
True North EKIDEN Ltd. shall do its utmost to fulfil its contractual obligations and to meet customers' expectations. However, it can only be required to perform to the best of its ability.
ARTICLE 14. Personal Data
Within the scope of the relationship between the parties, the customer hereby grants True North EKIDEN Ltd. the permission to gather and record in a file, for commercial and administrative objectives and with a view to direct communication, any personal data exchanged between parties. The customer shall ensure that all legal formalities have been fulfilled and that the persons concerned are entitled to access and correct the processed data in accordance with Canadian privacy laws. The data can be communicated to third persons, except when the customer expressly objects.
ARTICLE 15. Applicable Law
The agreements between True North EKIDEN Ltd. and the customer are subject to Canadian law. All disputes fall within the exclusive competence of the Courts of Ontario. This also applies to all financial obligations.
