Terms and Conditions for Sale of Wood Products
These terms and conditions (collectively, “Terms”) are entered into by and between Can-Do! Green Technologies and Services Inc. or an affiliate thereof (collectively, “Urbanjacks”) and a customer of Urbanjacks (“Buyer”), and apply to any wood products including but not limited to non-structural lumber (collectively, “Wood Products”) offered for sale by Urbanjacks. These Terms are incorporated by reference into each acceptance of offer, purchase order, understanding, arrangement, agreement or contract for sale, shipment advisory, invoice, or bill of lading (each, a “Purchase Order”) entered into between the parties, and form an integral part of each Purchase Order.
- Price and Payment. Buyer shall pay the purchase price for Wood Products set out in the Purchase Order and such purchase price shall be reflected on the invoice(s) issued by Urbanjacks pursuant to the Purchase Order. The parties agree that Urbanjacks has sole discretion on where the Wood Products may be produced or manufactured. Unless agreed to otherwise in the Purchase Order, the Buyer is responsible for all federal, provincial, territorial, state, municipal or local taxes, sales, use or value-added tax, customs duty, or any other taxes, charges, tariffs or duties of any sort levied or which may be levied by any governmental or taxing agency or authority upon the purchase, import, export, delivery, consumption or use of Wood Products (collectively “Taxes”) that may be levied against the Wood Products. If at any time payments pursuant to a Purchase Order become overdue, Urbanjacks shall have the right, in addition to any and all other remedies available to it, to decline to make deliveries to Buyer until such payments are made in full or to Urbanjack’s satisfaction.
- Costs. Buyer is liable and responsible for: (a) all costs associated with Buyer’s failure to make timely payment for Wood Products, including any and all costs incurred by Urbanjacks in collecting past due amounts from Buyer; (b) all costs associated with the delivery of Wood Products to Buyer, including unloading costs, costs associated with any waiting time incurred by a carrier or vessel, lighterage and wharfage charges, storage costs, or other costs associated with Buyer’s failure to unload or properly taken possession of Wood Products; and (c) all costs and charges relating to Wood Products related to the period after Wood Products have been delivered by Urbanjacks in accordance with these Terms.
- Delivery and Transportation. Unless otherwise provided in the applicable Purchase Order, Urbanjacks shall have sole discretion in selecting a transportation carrier to transport the Wood Products purchased by Buyer pursuant to the Purchase Order. Such Wood Products shall be delivered to the location specified in the Purchase Order (the “Delivery Point”) or a reasonable alternative location designated by Urbanjacks in the event that the Delivery Point is practically inconvenient for Urbanjacks (the “Alternative Location”). The Buyer is responsible for all costs associated with delivering the Wood Products to the Delivery Point or Alternative Location. Buyer agrees to and accepts all usual customary clauses in the bills of lading and such additional clauses and stipulations as may be lawfully imposed by the carriers as a condition of their accepting Wood Products for transportation.
- Delivery Schedules. Delivery schedules forming a part of Purchase Orders are estimates only. Partial deliveries of Wood Products are also permissible. Buyer must accept partial delivery of Wood Products shipped pursuant to a Purchase Order. Urbanjacks will use commercially reasonable efforts to meet any delivery schedules forming a part of a Purchase Order. If Buyer fails to promptly make payment pursuant to a Purchase Order, Urbanjacks may, in its sole discretion, cancel all or a portion of the Purchase Order without further liability or obligation to Buyer.
- Inspection, Acceptance, Rejection. Buyer shall, at Buyer’s cost, inspect Wood Products upon delivery to the Delivery Point or Alternative Location. Buyer may reject Wood Products only if: (a) Wood Products fail to conform to specifications expressly stated in the applicable Purchase Order; and (b) Buyer notifies Urbanjacks in writing of any non-conforming Wood Products within 7 days of delivery (the “Notification Period”) of such Wood Products to the Delivery Point or Alternative Location.
- Claim of Non-Conformance. For a claim of non-conformance, or in respect of a rejection made pursuant to Section 5, the Wood Products in question shall be in the form in which they were delivered. Any alteration to the impugned Wood Product relieves Urbanjacks of all responsibility in relation to the impugned Wood Product. In the event that all or any portion of Wood Products delivered to Buyer are properly rejected by Buyer pursuant to Section 5, Buyer’s sole remedies are as follows: (a) replacement of the applicable Wood Products without additional cost to Buyer; or (b) cancellation of the affected portion of relevant Purchase Order and receipt of a refund of any amounts paid in connection with such portion of Wood Products. Notwithstanding the foregoing, if Buyer elects to retain the impugned Wood Products, Urbanjacks expressly disclaims any express or implied warranties or conditions of merchantability or fitness for a particular purpose regarding such retained Wood Products. If Buyer does not notify Urbanjacks of any non-conformance within the Notification Period, Buyer shall be deemed to have accepted such Wood Products. Buyer’s rejection of any Wood Products will not relieve Buyer of its obligation to pay for any other Wood Products or otherwise perform under the relevant Purchase Order.
- Title and Risk. Unless otherwise provided in the Purchase Order, title and risk of loss passes to Buyer upon Buyer taking possession of Wood Products at the Delivery Point or Alternative Location.
- Force Majeure. Urbanjacks shall not be liable to Buyer for any delay or failure of delivery or other performance caused in whole or in part by any contingency beyond Urbanjack’s reasonable control, including without limitation, acts of God, acts of any government (including an act of war or government orders) or any agency or subdivision thereof or shortage or inability to secure labor, fuel, energy, raw materials, supplies or machinery at reasonable prices from regular sources. If the cause of delay continues for more than sixty (60) calendar days, Urbanjacks may, upon written notice to Buyer, cancel the Purchase Order in part or in full. In no event shall Urbanjacks be obligated to purchase Wood Products from a third party to enable Urbanjacks to deliver Wood Products to Buyer.
- Warranty. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THESE TERMS, URBANJACKS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, COURSE OF DEALING OR USAGE OF TRADE.
- Limitation of Liability. Under no circumstance shall Urbanjacks’s total liability to Buyer, on a per Purchase Order basis, exceed the purchase price for Wood Products stated in such Purchase Order. For certainty, and on a per Purchase Order basis, Urbanjack’s total liability to the Buyer is limited to the purchase price for Wood Products stated in such Purchase Order.
- Indemnification. Buyer shall indemnify, defend and hold harmless, Urbanjacks and Urbanjacks’s affiliates, directors, officers, employees, secondees, representatives, agents and contractors and their respective representatives, agents and employees (together, the “Indemnified Parties”), from and against all actions, injury, claims, liabilities, loss, damages, demands, penalties, fines, expenses (including actual legal expenses), costs, obligations and causes of action of every kind and nature whatsoever that may be asserted or brought against, or suffered or incurred by, the Indemnified Parties for or in respect of, or arising in any way whatsoever, out of: (i) the fault, misconduct or negligence of, or the breach of the Agreement by Buyer; or (ii) Buyer’s violation or alleged violation of any federal, provincial, state or local laws or regulation, including the laws and regulations governing product safety, labelling and packaging.
- Insurance. Unless otherwise provided in the Purchase Order, Buyer will, at its cost, arrange any insurance it requires over Wood Products after they are delivered to the Delivery Point or Alternative Location.
- Export. Buyer shall not export Wood Products to any country without the express consent of Urbanjacks.
- Governing Law. These Terms shall be governed by, and interpreted, construed, and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in that Province, without regard to its principles of conflicts of laws.
- Dispute Resolution. Any claim, dispute or controversy arising out of or relating to a Purchase Order, including the enforceability and interpretation of these Terms (“Disputes”), shall be settled by final and binding arbitration. All Disputes must be submitted to arbitration within two (2) years of the event giving rise to such dispute and will be resolved by a single arbitrator pursuant to the Rules of the Vancouver International Arbitration Centre, or any successor rules then in force. The place of arbitration will be Vancouver, British Columbia. The language of the arbitration shall be English. Each party shall be responsible for its own costs of the arbitration, including any arbitration fees, expert fees, arbitration costs and attorney’s fees. The cost of the arbitrator and any external arbitration venue will be shared equally by the parties. Neither party will resort to any court except to compel arbitration, to set aside a rendered award or to enforce a rendered award. In the unforeseen event that a Dispute is not arbitrated pursuant to these Terms, the parties irrevocably and unconditionally agree that neither party will commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against each other, in any forum other than the courts of the Province of British Columbia, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submit to the jurisdiction of such courts and agree that all claims in respect of any such action, litigation, or proceeding against the other party may be heard and determined in such British Columbia court, to the fullest extent permitted by applicable law. The parties hereby agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Each party waives its right to require a jury trial and agrees that any legal actions will be tried by a judge without a jury.
- Assignment. Buyer may not assign or transfer any of its obligations pursuant to a Purchase Order without the prior written consent of Urbanjacks. Any attempted assignment or transfer without such consent will be null and void and Urbanjacks will have no obligation to deliver any Wood Products to any other person pursuant to such a purported assignment or transfer. These Terms enure to the benefit of and be binding upon the respective successors and permitted assigns of the respective parties hereto.
- No Waiver. No provision of these Terms shall be waived except by a duly executed writing by the parties. No action, delay, failure, or waiver by any party to exercise any right or remedy under this Agreement will operate to limit, preclude, cancel, waive or otherwise affect such right or remedy. No course of dealing among any or all of the parties hereto shall operate as a waiver of the rights thereof.
- Entire Agreement. Each Purchase Order constitutes the entire agreement between Urbanjacks and Buyer with regard to the specific subject matter defined by the Purchase Order. If a term in the Purchase Order conflicts or is inconsistent with a term or condition in these Terms, these Terms shall prevail in every circumstance. No waiver, alteration or modification of these Terms shall be binding upon Urbanjacks unless made in writing and signed by a duly authorized representative of Urbanjacks.
- Independent Parties. The parties to these Terms are independent and nothing in these Terms constitutes Buyer as a partner or agent of Urbanjacks or vice-versa. Buyer has no authority to represent, bind, act for, undertake or create any obligation or responsibility on behalf of, or in the name of, Urbanjacks or represent that it is the agent of Urbanjacks. Urbanjacks has no authority to represent, bind, act for, undertake or create any obligation or responsibility on behalf of, or in the name of, Buyer or represent that it is the agent of Buyer.
-January 5, 2024
Terms and Conditions for Merchandise Products
URBANJACKS MERCHANDISE RETURN POLICY
All Urbanjacks merchandise is made to order through our fulfillment partner, Printful. As part of our commitment to reducing waste and overproduction, we do not accept returns or exchanges for reasons related to size, colour, or buyer’s remorse.
DAMAGED OR DEFECTIVE ITEMS
If your order arrives damaged or contains a manufacturing defect, please contact us within 30 days of delivery. You may request a replacement or a full refund. We kindly ask that you provide clear photographic evidence of the issue to help us process your claim.
LOST OR UNDELIVERED ORDERS
If you haven’t received your order within 30 days of the expected delivery date, please reach out to us. We’ll investigate with our shipping partner and help resolve the issue.
INVALID ADDRESS OR CARRIER ERROR
If an order is returned to our fulfillment centre due to an incorrect address or carrier error, we will offer to reship the order once the issue is corrected. Additional shipping charges may apply.
NEED HELP?
If you have any questions or need support with your order, please contact us at info@urbanjacks.ca
Thank you for supporting made-to-order, low-waste design.
End of Sales Terms and Conditions