Terms and Conditions of Sales
03/10/2023
These standard terms and conditions of sale (the “Standard Terms”) govern the sale of goods (“Goods”) supplied by Pawsroom and its affiliated companies (“Pawsroom”) to a third-party distributor or consumer (the “Customer”). Except to the extent otherwise agreed in writing, all sales of goods by Pawsroom to the Customer are subject to these Standard Terms.
BY PURCHASING GOODS FROM Pawsroom PURSUANT TO A SALES ORDER THAT INCORPORATES THESE STANDARD TERMS BY REFERENCE, CUSTOMER AGREES TO AND INTENDS TO BE BOUND BY THESE STANDARD TERMS.
THE STANDARD TERMS ARE SUBJECT TO CHANGE FROM TIME TO TIME. THE PARTIES AGREE THAT THE VERSION POSTED TO THE Pawsroom WEBSITE AT THE TIME THAT A SALES ORDER (OR OTHER AGREEMENT OF PURCHASE AND SALE) IS ENTERED INTO WILL GOVERN THAT SALES ORDER (OR AGREEMENT OF PURCHASE AND SALE). A COPY OF Pawsroom’S CURRENT STANDARD TERMS MAY BE OBTAINED ON REQUEST OR BY VISITING THE FOLLOWING WEBSITE: mypawsroom.com (THE “WEBSITE”).
1. Proposals
1.1 Proposal
Pawsroom may issue written proposals or quotations (each a “Proposal”) to the Customer. All Proposals are subject to these Standard Terms except to the extent otherwise expressly stated in the Proposal.
1.2 Expire or Revocation
Each Proposal will expire on the date specified therein, or where no such expiration date is specified, on the date that is 15 days after the date of the Proposal. Unless otherwise indicated by Pawsroom in a Proposal, every Proposal is revocable by Pawsroom at any time on notice to the Customer.
1.3 Acceptance
The Customer may accept a Proposal at any time before it expires or is revoked by Pawsroom, after which time the Proposal ceases to be of any force or effect. A Proposal may be accepted only by issuing a written Sales Order (as defined below) in accordance with these Standard Terms that expressly reference the Proposal.
2. Agreement Of Purchase And Sale
2.1 Purchase Orders
(a) Where the Customer wishes to purchase Goods, Customer may do so through a commitment to buy by purchase order (a “Customer PO”).
(b) Any such Customer PO shall be consistent with the unexpired Proposal provided by Pawsroom, if applicable, and with these Standard Terms. To the extent that a Customer PO includes any terms or conditions that are additional to, or inconsistent with, the Proposal (if applicable) and these Standard Terms, such additional or inconsistent terms shall be disregarded and not form part of the binding agreement of purchase and sale except to the extent expressly agreed by Pawsroom in a Sales Order.
(c) Purchase orders will only be accepted from companies with an extensive buying history from Pawsroom, placing a deposit with Pawsroom and a thorough credit background investigation.
2.2 Sales Order
Subject only to Section 1, Pawsroom shall have no obligation to provide Goods until a sales order (a “Sales Order”) has been issued by Pawsroom and accepted by the Customer in accordance with this Section and payment for the Goods has been made. Online Sales Orders are authenticated via online payment for the Goods. A Sales Order (including these Standard Terms and, if applicable, a Proposal and/or Customer PO that are/is incorporated by reference) that has been accepted by Pawsroom shall be a binding agreement of purchase and sale between Pawsroom and the Customer.
2.3 Incorporated Documents
(a) These Standard Terms are automatically incorporated into and form part of every Sales Order. Any reference to a Sales Order in these Standard Terms refers to the Sales Order including these Standard Terms. Any modifications to these Standard Terms must be expressly stated in the applicable Sales Order as issued by Pawsroom and accepted by the Customer. Any additional or different terms proposed by the Customer, whether in a Customer PO or otherwise, that are not expressly accepted by Pawsroom in accordance with the previous sentence are rejected by Pawsroom and will not become part of the Sales Order.
(b) Where a Sales Order expressly references a Proposal, Customer PO or both, such Proposal, Customer PO (subject to Section 2.1(b)) or both shall be deemed to be incorporated by reference and form part of the Sales Order. Any reference to such a Sales Order in these Standard Terms refers to the Sales Order including the Proposal, Customer PO or both as incorporated therein.
(c) In the event of any discrepancy between a Sales Order, these Standard Terms, and a Proposal or Customer PO that has been incorporated into a Sales Order, such discrepancy shall be resolved with reference to the highest ranking document in the following list, which is ranked from highest to lowest precedence: Sales Order, Standard Terms, Proposal and Customer PO (after having disregarded any additional or inconsistent terms pursuant to Section 2.1(b)).
2.4 Acceptance
If a Customer takes delivery of any Goods, it will be deemed to have accepted the Goods unless timely rejection is provided by written notice to Pawsroom within five (5) days of delivery as set forth below.
2.5 Non-Standard Goods
Where the Customer requires Goods that do not conform to Pawsroom’s standard specifications and which must be modified as a result, the Customer will be responsible for all costs and expenses associated with the design and implementation of such modifications, unless otherwise indicated in a Sales Order. The scope and cost of such modifications shall be identified in the applicable Sales Order. Where the need for such modifications is identified after a Sales Order has been submitted, Pawsroom shall suspend production of the Goods while Pawsroom and the Customer agree on an amendment or supplement to the Sales Order to incorporate the costs of and expenses of such modifications.
2.6 Changes and Waivers
Any changes to a Sales Order are subject to agreement by both Pawsroom and the Customer. No waiver, alteration or modification of a Sales Order shall be binding upon Pawsroom unless made in writing and signed by a duly authorized representative of Pawsroom.
3. Price
3.1 Pricing
If applicable, any pricing provided in a Proposal is valid only until the Proposal expires or is revoked in accordance with Section 1.2. Pricing that is included in a Sales Order (including by accepting a Proposal in accordance with Section 1.3) applies only to that Sales Order unless otherwise agreed by Pawsroom.
3.2 Currency
All prices are given in United States dollars unless otherwise stated in a Sales Order (including in any Proposal incorporated therein).
3.3 Exclusions
(a) Unless otherwise stated in a Sales Order, Pawsroom’s prices include only the cost of the Goods and, without limiting the generality of the foregoing, specifically exclude: (i) applicable federal, state, provincial or other taxes imposed on the sale or use of Goods (collectively, (“Taxes”); (ii) the cost of any testing or inspection other than the standard testing; (iii) all costs of delivering Goods, including freight, insurance and other shipping expenses (collectively, “Delivery Charges”); (iv) duties, import/export levies, Taxes, and any other fees charged in connection with the importation of Goods (collectively, “Importation Charges”); and (v) any storage of Goods for more than 14 days after an order or consignment is ready to be shipped.
(b) Notwithstanding the foregoing, where a Sales Order stipulates “delivered pricing”, Pawsroom’s prices for that Sales Order include Delivery Charges and Importation Charges.
3.4 Taxes
Where Pawsroom is required to charge and collect Taxes, Pawsroom shall bill such taxes in accordance with applicable law, and Customer shall pay such Taxes to Pawsroom, unless and to the extent that the Customer demonstrates to the satisfaction of Pawsroom that the Customer is exempt from such Taxes.
4. Payment
4.1 Invoicing
Pawsroom shall invoice the Customer for all Goods provided under a Sales Order. Pawsroom is entitled to invoice the Customer separately for each consignment of Goods supplied under a Sales Order.
4.2 Terms
Except to the extent otherwise prescribed in a Sales Order (including in a Proposal incorporated by reference in such Sales Order) or for those Goods paid for in advance of shipment, every invoice from Pawsroom will be due and payable upon receipt. The Customer shall pay all amounts when due in full without any deduction or withholding except as required by applicable law and shall not be entitled to assert any credit, setoff, deduction, or counterclaim against Pawsroom in order to justify withholding payment of any such amount in whole or in part.
4.3 Application and Set Off
Pawsroom may apply any payment it receives from the Customer against any obligation owing to it by the Customer. Pawsroom may set off any amounts owed to it from the Customer against amounts owed by it to the Customer.
4.4 Interest
The client will pay interest at a rate equal to the lesser of (a) 1.5% percent per month (18.0% per year); and (b) the maximum amount permitted by applicable law, on all overdue amounts, calculated from the date payment was due until the date that payment for all outstanding amounts (including accrued interest) is paid in full.
4.5 Costs
The Customer shall pay all of Pawsroom’s costs and expenses (including reasonable collection agency and legal, attorney and litigation fees and expenses) to enforce and preserve Pawsroom’s right to collect all amounts payable by the Customer to Pawsroom and to exercise Pawsroom’s rights and remedies as a secured creditor in respect of the Security Interest in the Goods as applicable.
4.6 Suspension or Termination
If (a) the Customer does not pay any invoiced amounts due under a Sales Order, (b) Pawsroom believes that the Customer’s ability to meet its payment obligations may become impaired or threatened (including without limitation as a result of an Insolvency Event), or (c) the Customer is in breach of its obligations under Section 5, then Pawsroom may, in its sole discretion and with notice to the Customer: (i) suspend Pawsroom’s performance under any or all outstanding Sales Orders (and other agreements of purchase and sale) or remaining balance thereof until the Customer has paid all outstanding amounts, including all accrued interest, in full; or (ii) terminate the applicable Sales Order or remaining balance thereof and/or any other pending Sales Orders or agreements of purchase and sale between Pawsroom and the Customer. Pawsroom will have no liability for any loss or damage of any kind suffered by the Customer as a result of any such suspension or termination. For the purposes of this Section, an “Insolvency Event” means the Customer (A) becomes insolvent or generally does not pay its debts as they become due, or applies for, consents to, or acquiesces in the appointment of a custodian, liquidator, trustee, trustee in bankruptcy, receiver, monitor, interim receiver or receiver manager of the Customer or for real or personal property used by the Customer in its business or a custodian, liquidator, trustee, trustee in bankruptcy, receiver, monitor, interim receiver or receiver manager is appointed for and is not discharged within 60 days; (B) any bankruptcy, reorganization, debt arrangement, or other proceeding under the Bankruptcy and Insolvency Act or any other bankruptcy or insolvency law is instituted by or against the Customer or has been consented to or acquiesced in by the Customer, or remains undismissed for 60 days; or (C) any dissolution, wind up or liquidation proceeding is instituted by or against the Customer and remains undismissed for 60 days.
4.7 Cumulative Rights
Pawsroom’s rights in respect of late payments under this Section 4 are in addition to any other rights or remedies it may have for late payment and will survive the termination of the applicable Sales Order.
5. Security For Payment
5.1 Deposits
Unless otherwise indicated in a Sales Order, any required deposits are non-refundable.
5.2 Security Interest
(a) The Customer hereby grants to Pawsroom a security interest (the “Security Interest”) in: (i) all Goods that have been or will be delivered under the Sales Order or that have been or will be delivered under any other Sales Order or agreement of purchase and sale fulfilled by Pawsroom from time to time; and (ii) any proceeds of the sale of the foregoing to a third party and, to the extent permitted by applicable law, any accounts receivable in respect of the such sale (collectively, the “Collateral”) as security for all of the Customer’s payment obligations to Pawsroom in respect of that Sales Order and in respect of any other outstanding Sales Orders (and agreements of purchase and sale) that are or may be outstanding from time to time and for payment by the Customer of Pawsroom’s costs and expenses in collecting same and in enforcing the Security Interest (collectively, the “Obligations”).
(b)The Customer: (i) consents to Pawsroom filing financing statements or other documentation pursuant to applicable law to secure, evidence or perfect the Security Interest; (ii) shall do all things and execute and deliver any and all documents and instruments necessary (including without limitation a confirmation of the security granted hereunder (a “Security Confirmation”)), in Pawsroom’s sole discretion, for the creation, preservation, enforcement and protection of the Security Interest; (iii) hereby appoints Pawsroom as its attorney to execute any documents or instruments necessary to create, perfect and enforce its security interest or otherwise exercise its rights under each Sales Order and these Standard Terms, and this power, being coupled with an interest, is irrevocable; (iv) shall maintain accurate records of the Collateral and, upon request by Pawsroom, furnish copies of such records to Pawsroom; (v) shall not damage, destroy or dispose of the Collateral excepted as permitted under these Standard Terms; (vi) shall keep the Collateral from any encumbrance except as set out in this Section 5.1; (vii) shall defend the Collateral against all claims and demands, except in respect of the security interest granted pursuant to this Section 5.1.
(c) If Goods are assembled with or integrated into products over which Pawsroom has no security interest, Pawsroom’s security interest will continue in the resulting products.
(d)Where Goods that form part of the Collateral are held by the Customer as inventory for resale (either in original form or after having been assembled with or integrated into a product produced by the Customer) in the ordinary course of the Customer’s business, the Customer may sell such Goods (or resulting products) to its customers on terms that are commercially reasonable for parties acting at arm’s length, provided that: (i) the Goods will remain subject to the Security Interest until such time as the Customer’s customer pays in full for such Goods (or resulting products); and (ii) all proceeds of the sale of such Goods (or resulting products) shall form part of the Collateral.
(e) Where Goods that form part of the Collateral are equipment to be used by the Customer (whether in original form or after having been assembled with or integrated into another product or affixed to real property), the Customer shall not sell or transfer its interest in such Goods without first paying Pawsroom all amounts secured by the Security interest or otherwise with the prior written permission of Pawsroom.
(f) In the event that the Customer fails to pay any Obligations when due, Pawsroom shall have all rights and remedies of a secured creditor under the applicable provincial or territorial personal property security statute or Uniform Commercial Code, including, without limitation, the right to enter upon the premises of the Customer to repossess and remove the Goods forming part of the Collateral without notice, wherever they are situated and by whatever means Pawsroom may deem appropriate. Where the Collateral includes accounts receivable, Pawsroom may notify any account debtor to make payment directly to Pawsroom and Pawsroom may take control of any proceeds to which it is entitled.
(g) To the extent that the Collateral includes partially fabricated products into which Goods have been assembled or integrated, the Customer hereby grants to Pawsroom the right to complete the fabrication of such products in connection with the enforcement of the Security Interest and grants to Pawsroom a fully paid-up royalty-free license to use any intellectual property that is necessary to complete such fabrication and to exercise Pawsroom’s rights and remedies hereunder. To the extent that the Collateral is labelled with or otherwise contains any trade-marks of the Customer or its affiliates, the Customer hereby grants a fully paid-up, royalty-free license to use such trade-marks for the purposes of exercising Pawsroom’s rights and remedies hereunder. The Customer represents and warrants that it has sufficient rights in the foregoing intellectual property and trade-marks to grant the licenses given hereunder.
(h) The Customer shall inform Pawsroom without delay of any seizure, notice, proceeding, action, claim or other occurrence that may adversely affect Pawsroom’s priority or ability to enforce its rights in respect of the Security Interest.
5.3 Required Payment Security
Where a Sales Order requires that the Customer must provide a deposit, advance payment, letter of credit, payment bond or other form of security for the payment of the Obligations (collectively, “Payment Security”), Pawsroom’s obligations under such Sales Order shall be conditional on the Customer first delivering the required Payment Security.
5.4 Remedial Payment Security
If, in its sole discretion, Pawsroom believes that the Customer’s ability to pay the Obligations may become impaired or threatened, or if the Customer has failed to comply with payment terms, Pawsroom may, in its sole discretion, require new or additional Payment Security and may suspend Pawsroom’s performance under any outstanding Sales Orders (and other agreements of purchase and sale) until new or additional Payment Security is delivered by the Customer. Pawsroom will have no liability for any loss or damage of any kind suffered by the Customer as a result of any such suspension.