If MET delivers to the Customer a quantity of Goods of up to 5% more or less than the quantity set forth in the Sales Documentation or as otherwise agreed to, the Customer shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods at the price set forth in the Sales Documentation adjusted pro rata.
Title and risk of loss passes to the Customer upon delivery of the Goods at the Delivery Point. As collateral security for the payment of the purchase price of the Goods, the Customer hereby grants to MET a lien on and security interest in and to all of the right, title and interest of the Customer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Personal Property Security Act (British Columbia).
The Company reserves the right, in its sole discretion, to amend or modify these Terms and Conditions and such amended or modified Terms and Conditions shall be binding on the Customer. The Customer acknowledges and agrees that it has no right to amend or modify these Terms and Conditions.
Prior to proceeding with the production of the Goods, MET will supply a press or portable document format (“PDF”) proof (each a “Proof”) to the Customer if such Proof is requested by the Customer. The Customer shall be responsible for the following:
MET will proceed with the production of the Goods upon receipt of the Proof and the proofing tag marked by the Customer as “O.K.” or “O.K. with corrections” or if the Customer confirms acceptance of the Proof by indicating such acceptance to MET by email.
MET is not responsible for any design, spelling, or printing errors if:
Any changes, corrections or lost press time resulting from the Customer’s unreasonable delay will be charged to the Customer at MET’s current rates for press time.
The Customer is responsible for detailing all specifications and ensuring the accuracy of any materials, including, but not limited to, compiled files and artwork (the “Customer Specifications”). It is the Customer’s obligation to provide MET with the Customer Specifications before entering into a Purchase Order for the Goods and Services. The Customer agrees to fully compensate MET for additional labour and material costs resulting from any incomplete or incorrect Customer Specifications.
Any alteration by the Customer to the Goods described in the Sales Documentation and as produced in a Proof, if such Proof is requested by the Customer, is an alteration. Alterations will be charged to the Customer at rates determined by MET, which rates are available upon request. If MET receives raw materials that deviate from the specifications set out in the Sales Documentation, MET shall notify the Customer prior to proceeding with the production of the Goods.
The Customer is responsible for ensuring that all materials supplied to MET for the production of Goods and the provision of Services do not violate copyright or trademark restrictions. MET assumes no liability whatsoever for the Customer’s use or misuse of copyright or trademark materials.
In no event shall MET’s aggregate liability arising out of or related to the Sales Documentation and these Terms and Conditions, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total amount paid to MET for the Goods and Services sold hereunder or $10,000, whichever is less.
The Customer shall indemnify and hold harmless MET from any and all loss, cost, expense and damages on account of any and all manner of claims, demands, action and proceeding that may be commenced against MET on grounds alleging that the production of Goods or provision of Services directly or indirectly violates copyright, trademark, or any proprietary right of any person, or that it contains any matter that is libelous or scandalous, or invades any persons right to privacy or other personal rights except to the extent that MET contributed to the matter. The Customer agrees to, at the Customer’s own expense, promptly defend and continue the defence of any such claim, demand, action or proceeding that may be brought against MET.
The Customer shall comply with all applicable laws, regulations and ordinances. The Customer shall maintain in effect all licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Sales Documentation and these Terms and Conditions.
In addition to any remedies that may be provided under these Terms and Conditions, MET may terminate a Purchase Order with immediate effect upon written notice to the Customer, if the Customer: (i) fails to pay any amount when due under the Purchase Order and these Terms and Conditions and such failure continues for 7 days after Customer’s receipt of written notice of non-payment; (ii) has not otherwise performed or complied with any of these Terms and Conditions, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
No waiver by MET of any of the provisions of these Terms and Conditions is effective unless explicitly set forth in writing and signed by MET. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms and Conditions 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.
All non-public, confidential or proprietary information of MET, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, pricing, discounts or rebates, disclosed by MET to the Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with the Sales Documentation and these Terms and Conditions is confidential, solely for the use of performing the agreement and may not be disclosed or copied unless authorized in advance by MET in writing. Upon MET’s request, the Customer shall promptly return all documents and other materials received from MET. MET shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain, or (b) known to the Customer at the time of disclosure. The Customer’s obligations under this Section 22 shall survive the termination of the Sales Documentation and these Terms and Conditions.
MET shall not be liable or responsible to the Customer, nor be deemed to have defaulted or breached the terms of the Sales Documentation and these Terms and Conditions, for any failure or delay in fulfilling or performing any term of the Sales Documentation or these Terms and Conditions when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of MET 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, 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, provided that, if the event in question continues for a continuous period in excess of 60 days, the Customer shall be entitled to give notice in writing to MET to terminate the entire agreement between MET and the Customer.
The Customer shall not assign any of its rights or delegate any of its obligations under the Sales Documentation and these Terms and Conditions without the prior written consent of MET. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the Customer of any of its obligations under the Sales Documentation or these Terms and Conditions.
The relationship between MET and the Customer is that of independent contractors. Nothing contained in the Sales Documentation and these Terms and Conditions 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.
The Sales Documentation and these Terms and Conditions shall in all respects be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. The courts of British Columbia shall have the exclusive jurisdiction to hear any matters arising in connection with the Sales Documentation or these Terms and Conditions, including all exhibits, schedules, attachments, and appendices attached thereto, and each party irrevocably submits and attorns to the exclusive jurisdiction of the courts of British Columbia. MET and Customer’s obligations under this Section 26 shall survive the termination of the Sales Documentation and these Terms and Conditions.
All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Sales Documentation or to such other address that may be designated by the receiving party in writing. Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email if sent during the addressee’s normal business hours, and on the next business day if sent after the addressee’s normal business hours; and (d) on the 5th day after the date mailed by certified or registered.
If any provision in the Sales Documentation or in these Terms and Conditions is held to be unenforceable, such provision shall be severed from the Sales Documentation or these Terms and Conditions. The other provisions of the Sales Documentation and these Terms and Conditions shall be construed as if such unenforceable provision had never been contained in it.