Terms and conditions of sale
Application and Entire Agreement
These Terms and Conditions apply to the purchase of the goods detailed in our quotation
("Goods") by the buyer ("you" or "Customer") from ionz.ca ("we" or "us" or "Supplier").
A quotation is defined as an individual quote presented or prices specified on our websites
or from any fixed pricing agreements.
These Terms and Conditions are deemed accepted by you when you accept them or the
quotation, or from the date of any delivery of the Goods (whichever occurs earlier) and will
constitute the entire agreement between us and you.
These Terms and Conditions and the quotation (together, the "Contract") apply to the
purchase and sale of any Goods between us and you, to the exclusion of any other terms that
you try to impose or incorporate, or which are implied by trade, custom, practice, or course
of dealing.
Interpretation
A "business day" means any day other than a Saturday, Sunday, or bank holiday in Canada. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation. Words imparting the singular number include the plural and vice-versa.
Goods
The description of the Goods is set out in our sales documentation or on our website unless
expressly changed in our quotation. By accepting the quotation, you acknowledge that it is
your responsibility to determine the suitability of the goods supplied before use.
We can make any changes to the specification of the Goods required to conform to any
applicable safety or other statutory or regulatory requirements.
Goods are sold for research and development purposes only and are not to be used for
medicinal or veterinary purposes or any other use which would result in the general public
being exposed.
Price
The price ("Price") of the Goods is set out in our quotation, current at the date of your order,
or such other price as we may agree in writing.
If the cost of the Goods to us increases due to any factor beyond our control, including but
not limited to material costs, labor costs, alteration of exchange rates or duties, or changes
to delivery rates, we can increase the Price prior to delivery.
Any increase in the Price under the clause above will only take place after we have informed
you.
The Price is exclusive of fees for transportation and delivery unless specified by an existing
agreement or identified in the quotation.
The Price is exclusive of any applicable VAT and other taxes or levies imposed or charged by
any competent authority.
Cancellation and Alteration
Details of the Goods as described in the clause above (Goods) and set out in our sales
documentation are subject to alteration without notice and are not a contractual offer to sell
the Goods capable of acceptance.
The quotation (including any non-standard price negotiated in accordance with the clause
on Price above) is valid for a period of 10 days only from the date shown in it unless
expressly withdrawn by us at an earlier time.
Either of us can cancel the order for any reason prior to your acceptance (or rejection) of
the quotation.
Payment
We will invoice you at the point of dispatch of the Goods.
You must pay the price in advance or otherwise according to any credit terms agreed between us.
If you do not pay within the period set out above, we may suspend any further deliveries to you and, without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 9% per month on the amount outstanding until you pay in full.
Time for payment will be of the essence of the Contract between us and you.
All payments must be made in Canadian Dollars or US Dollars as determined by the currency set on the account.
Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding, and neither party is entitled to assert any credit, set-off, or counterclaim against the other to justify withholding payment of any such amount in whole or in part.
Delivery
We will arrange for the delivery of the Goods to the address specified in the quotation, or your order, or to another location we agree to in writing.
If we both agree, you can collect the Goods from our premises, subject to all applicable legislations being adhered to.
Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 09:00 to 14:00.
If you do not take delivery of the Goods, we may, at our discretion and without prejudice to any other rights: a. store or arrange for the storage of the Goods and will charge you for all associated costs and expenses, including, but not limited to, transportation, storage, and insurance; and/or b. make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or c. after 3 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs, including, but not limited to, storage and insurance.
Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
We can deliver the Goods by installments, which will be invoiced and paid for separately. Each installment is a separate contract. Any delay in delivery or defect in an installment will not entitle you to cancel any other installment.
Delivery costs are charged, unless previously agreed otherwise, at the lowest available rate for the transport options appropriate to the overall hazard classification of the shipment.
Inspection and Acceptance of Goods
You must inspect the Goods on delivery or collection.
If you identify any damages or shortages, you must inform us in writing within 3 days of delivery, providing details.
Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are not defective and if required, have carried out an inspection.
Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, replace or refund the Goods or part of them.
We will be under no liability or further obligation in relation to the Goods if: a. you fail to provide notice as set above; and/or b. you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or c. the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use, and maintenance of the Goods; and/or d. the defect arises from normal wear and tear of the Goods; and/or e. the defect arises from misuse or alteration of the Goods, negligence, willful damage, or any other act by you, your employees, agents, or any third parties.
You bear the risk and cost of returning the Goods.
Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 3 days after delivery.
Risk and Title
The risk in the Goods will pass to you on completion of delivery.
Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due.
Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
Termination
We can terminate the sale of Goods under the Contract where: a. you commit a material breach of your obligations under these Terms and Conditions; b. you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors.
