SupplyLevel Terms and Conditions

1.        Unless otherwise indicated on the face of this Agreement title, liability for and risk of loss of the product sold hereunder (the “Product”) is the "Seller’s",  (the client of SupplyLevel.com authorized to contract SupplyLevel.com to post "for sale" their product.)   The Seller, upon delivery of the product by the Seller to the Buyer or loading on a carrier for shipment to the Buyer by the Seller, is responsible for all shipments and the safety and protection thereof from damage during the loading and shipping until arrival at the buyers location.  SupplyLevel.com is not and will not be liable for the products traded, purchased or sold or used by the buyer or seller or misrepresented by the Seller.  SupplyLevel.com shall be excluded from any disputed issues between parties either between buyers and sellers of goods or services advertised herein.

2.        Seller warrants to Buyer that the Product delivered hereunder meets Seller’s standard specifications as may have been expressly agreed to herein or details depicted in documents provided to Supplylevel.com by the Seller for posting with the product, including all information provided by the Seller as a description of the product being sold.  EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND SECTION 5 HEREOF, SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY (INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OF FROM ANY COURSE OF DEALING OR TRADE USAGE) REGARDING THE PRODUCT.  The Buyer, having the expertise and knowledge in the intended use of the Product and any articles made therefrom, assumes all risk and liability for the use of the Product, whether used alone or in combination with other Products or Materials.

3.        Failure to give notice of claim to the Seller by the Buyer within thirty (30) days from date of delivery, or the date fixed for delivery (in case of non-delivery), is a waiver by Buyer of all claims in respect of the Product so delivered or not delivered, as the case may be.  No Product shall be returned to Seller without Seller’s prior written permission, and then only in the manner prescribed by Seller.  This process will be carried out directly between the Buyer and the Seller of the Product in question or dispute.  Unless otherwise agreed to by SupplyLevel.com, SupplyLevel.com will not mitigate nor mediate the disputes between the Buyer and the Seller or between the Seller and the Buyer.  No claim shall shall be made against SupplyLevel.com or SupplyLevel Inc. for products advertised, sold or purchased.  Neither the buyer nor the seller will be refunded any amounts provided to SupplyLevel Inc. as a result of a sale or purchase with respect to any Product or Service that has been processed by SupplyLevel.com in any manner.  Claims include, without limitation, claims of any kind, whether or not (a) for loss, damage, expense or injury, (b) with respect to the Product delivered or for non-delivery of the Product, or (c) based upon Seller’s (d) breach of warranty, contract, statute or regulation or (e) negligence, strict liability or any tort (f) any profits, monies from SupplyLevel Inc. or its Directors, Officers or Employees as a result of the sale or a product or service advertised, sold or purchased on SupplyLevel.com.

4.        BUYER’S EXCLUSIVE AND SOLE REMEDY FOR ANY CLAIM SHALL BE A REFUND OF THE AMOUNT BY THE SELLER OF THE PURCHASE PRICE PAID FOR THE PRODUCT IN RESPECT OF WHICH DAMAGES ARE CLAIMED, AND IN NO EVENT SHALL SELLER’S LIABILITY FOR ANY CLAIM BE GREATER THAN THAT AMOUNT.  SHIPPING AND SUPPLYLEVEL.COM COSTS ARE NON RECOVERABLE.

5.        Seller warrants that the use or sale of the Product delivered hereunder will not infringe the claims of any patent validly issued in Canada or United States covering the Product itself, but does not warrant against infringement due to; (a) the use of Products in combination with other products or materials or in the operation of any process, or (b) the compliance by Seller with any specifications provided to the Buyer by the Seller.

6.        NEITHER PARTY SHALL BE LIABLE FOR SPECIAL INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR ANY OTHER LOSS) UNDER THIS AGREEMENT, WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTIES EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.        No liability shall result from delay in performance or non-performance, directly or indirectly caused by circumstances beyond the control of the party affected, including, but not limited to, Act of God, fire, explosion, flood, war, act of or authorized by any Government, accident, labour trouble or shortage, inability to obtain material, equipment or transportation, failure of usual source of supply, or failure of usual transportation mode.  Materials, Products and Quantities of these so affected, may be eliminated from the agreement without liability, but the agreement shall remain otherwise unaffected.  Buyer agrees to file a statement of non-compliance with the Seller with details of the issues related to this section (7) of this Agreement.  Related to section (7) the Seller shall have no further obligation to the Buyer for the purchase of Materials, Products and Quantities sold by the Seller under these conditions.  THE COSTS ASSOCIATED WITH THE ORIGINAL SELLING AND TRANSFERRING OF FUNDS BETWEEN THE BUYER AND THE SELLER  PROVIDED TO SUPPLYLEVEL.COM IS NON-REFUNDABLE UNDER ANY CIRCUMSTANCES!  SupplyLevel.com is saved harmless from any claims, costs or disputes between the Buyer and the Seller related to this agreement.

8.        If this Agreement covers Products that must be manufactured especially for the Buyer and is suspended or terminated for any reason, Buyer will take delivery of and make payment for such Products that have been completed and such Products as are in process on the date notice of suspension or termination is received by Seller.  If the Buyer for any reason cannot accept delivery of such Products, the Buyer will make payment therefore as though delivery has been made and Seller will store such Products for Buyer’s account and at Buyer’s expense.

9.        If for any reason, including Force Majeure, the Seller is unable to supply the total order for Products, the Seller may distribute its available supply among any or all purchasers as well as other businesses of Seller, its business units, affiliates and subsidiaries, on such basis as Seller may deem fair and practical without liability for any failure of performance that may result there from.  Seller shall have no obligation to purchase additional Product to enable Seller to supply Buyer under this Agreement. THE SELLER HOWEVER MUST ENSURE THAT PRODUCT LISTED AT SUPPLYLEVEL.COM IS AT THE TIME OF LISTING AVAILABLE IN VOLUME FOR SALE. THE SELLER MUST MANAGE INVENTORY BASED ON REPORTS PROVIDED TO THE SELLER THAT PRODUCT HAS BEEN SOLD AND WARRANT ACCURATE RECORDS OF POSTED PRODUCT ON SUPPLYLEVEL.COM MATCHES THAT OF THE SELLER.

10.      At the buyer’s request, the Seller may, at its option, furnish such technical information as Seller has available with respect to the use of the Product through communications systems offered to both parties by SupplyLevel.com.  Unless otherwise agreed in writing, all such technical assistance and information will be provided gratis, and Buyer assumes sole responsibility for results obtained in reliance thereon.

11.      The Buyer acknowledges that it has received and is familiar with Seller’s labelling and literature concerning the Product and its properties.  Buyer will forward such information to Buyer’s employees and any others, including Buyer’s customers, who may handle, process or sell the Product and advise such parties to familiarize themselves with such information.

12.      The Buyer shall reimburse SupplyLevel.com for all taxes, licenses, or other charges, by whatever name, (other than taxes based upon SupplyLevel Inc. income) which SupplyLevel.com may be required to pay to any Government (Import, Export, National, Foreign, State or Local) upon the sale, production, or transportation of the Product sold hereunder.

13.      If Buyer fails to fulfill SupplyLevel's terms of payment completely, or in case SupplyLevel.com shall have any doubt at any time as to Buyer’s financial capability or responsibility, SupplyLevel.com shall, without advance notice and at SupplyLevel's sole option, decline to make the Seller responsible of any delivery or further deliveries to the Buyer, except upon payment of all accounts owing and receipt of cash in advance or delivery of security satisfactory to SupplyLevel Inc.

14.      This Agreement is not assignable or transferable by the Buyer nor the Seller, in whole or in part, except with the prior written consent of SupplyLevel.com.

15.      Failure by either Party, at the time, to require performance by the other Party or to claim a breach of any provision of this Agreement shall not be construed as a waiver of any right arising under this Agreement, including the right to require subsequent performance or contest any subsequent breach.

16.      In addition to the Conditions of Sale set forth herein, any Special Conditions of Sale set forth in the current price listing for the Product or attached hereto shall apply and are incorporated by reference herein.

17.      If any term or provision of this Agreement shall be found to be invalid, illegal or unenforceable, this Agreement shall remain in full force and effect and such term or provision shall be deemed severed.

18.      This Agreement is to be construed and the respective rights of Buyer and Seller are to be determined according to the laws of the Province of Ontario, unless the Buyer and the Seller agree otherwise.

19.  This Agreement contains all the terms and conditions with respect to the purchase and sale of the Products sold hereunder.  These terms and conditions supersede any of previous date and no modification thereof shall be binding on Seller unless separately contracted in writing and agreed to by a duly authorized representative of SupplyLevel.com.  No modification shall be effected by the acknowledgement or acceptance of purchase order forms stipulating different conditions.  No communications between either the Buyer or the Seller unless otherwise authorized by SupplyLevel.com, will take place to direct a buy or sell outside of the SupplyLevel.com systems.  The Buyer shall notify SupplyLevel.com in writing if contrary to acceptance of this Agreement.  The BUYER WILL NOT CARRY OUT A PURCHASE UNLESS IN FULL ACCEPTANCE of this AGREEMENT.  SHOULD THE BUYER CONTINUE WITH THE PURCHASE, THIS AGREEMENT IS ENFORCEABLE.

20. By acceptance of this Agreement, I have read and fully understand the TERMS and CONDITIONS stated herein. The terms and conditions herein are accepted as written.

21. I hereby state that I have read and understand that SupplyLevel Inc. SupplyLevel.com, SupplyLevel.ca, SupplyLevel.biz, SupplyLevel.org, SupplyLevel.net is not liable for products or services advertised herein on SupplyLevel Inc's Web Sites and will by agreeing to this document, the "Terms and Conditions" save harmless SupplyLevel Inc. and its subsidiaries all or any representation of any or all products listed.

22.  By continuing with the purchase of products or services herein, 

- I ACCEPT THE TERMS OF THIS AGREEMENT -