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Updated August 28, 2024
Onigiri Co. Ltd. Terms & Conditions
This Terms and Conditions Agreement (“Agreement”) is entered into as of [Date], by and between [Onigiri Co. Ltd.], a company duly organized and existing under the laws of Ontario, Canada, with its principal place of business located at [Company Address] (“Supplier”), and [Customer Name], a company duly organized and existing under the laws of Ontario, Canada, with its principal place of business located at [Customer Address] (“Customer”).
1. Scope of Services
1.1 Products Supplied: The Supplier agrees to provide fresh food products, specifically onigiri (“Products”), as described in Exhibit A attached hereto.
1.2 Delivery: The Supplier will deliver the Products to the Customer’s location(s) as outlined in the Delivery Schedule in Exhibit B attached hereto.
1.3 Upon Delivery: The Customer's employee's signature at the time of delivery proves that all items on the invoice were received in the listed quantities. The Customer agrees that goods or services may be sold through electronic transactions. In such cases, the Customer consents to the electronic storage of their signature at the point of sale or delivery and its use on an invoice or other documents related to the transaction. The Customer agrees that the invoice or related documents, even if in a different format, confirm the order and acceptance of goods according to these Purchase Terms and the Application
1.4 Quality Standards: The Supplier agrees to deliver Products that meet the quality standards mutually agreed upon by both parties and as described in Exhibit C attached hereto.
2. Payment Terms
2.1 Pricing: The prices for the Products are specified in Exhibit D attached hereto. All prices are exclusive of taxes, which shall be added to the invoice where applicable.
2.2 Payment Schedule: Payment for the Products shall be made by the Customer within [20] days from the date of the invoice (“Payment Due Date”).
2.3 Late Payments: If the Customer fails to make payment by the Payment Due Date, the Supplier reserves the right to charge interest on the overdue amount at the rate of [2]% per month or 18 percent per annum or the maximum rate permitted by law, whichever is lower, until payment is made in full.
2.4 Payment Method: Payments shall be made by [Payment Method: ACH, wire transfer, e-transfer] to the account specified by the Supplier.
3. Delivery Terms
3.1 Delivery Schedule: The Supplier shall deliver the Products in accordance with the Delivery Schedule outlined in Exhibit B. The Customer agrees to accept deliveries within the delivery windows specified.
3.2 Risk of Loss: The risk of loss or damage to the Products shall pass to the Customer upon delivery to the Customer’s location(s).
3.3 Delivery Delays: The Supplier shall not be liable for any delays in delivery due to circumstances beyond its reasonable control, including but not limited to acts of God, labor disputes, transportation failures, or government actions. In the event of a delay, the Supplier will notify the Customer as soon as possible and use reasonable efforts to mitigate the delay.
4. Product Acceptance and Returns
4.1 Inspection: The Customer shall inspect the Products upon delivery and notify the Supplier of any defects, shortages, or non-conformities upon delivery (“Inspection Period”).
4.2 Rejection: If the Customer rejects any Products during the Inspection Period, the Supplier shall, at its option, either replace the rejected Products or issue a credit or refund for the rejected Products.
4.3 Returns: The Customer may return defective or non-conforming Products to the Supplier at the Supplier’s expense, provided that such returns are authorized by the Supplier in writing and made within the same day of delivery.
5. Warranties
5.1 Product Warranty: The Supplier warrants that the Products will be fresh and fit for consumption at the time of delivery and will conform to the quality standards specified in Exhibit C.
5.2 Exclusion of Other Warranties: Except as expressly provided in this Agreement, the Supplier makes no other warranties, express or implied, including but not limited to any implied warranties of merchantability or fitness for a particular purpose.
6. Limitation of Liability
6.1 Limitation on Damages: In no event shall the Supplier be liable to the Customer for any indirect, incidental, consequential, or punitive damages arising out of or related to this Agreement, even if the Supplier has been advised of the possibility of such damages.
6.2 Maximum Liability: The Supplier’s maximum liability to the Customer under this Agreement shall not exceed the total amount paid by the Customer to the Supplier for the Products in the 2 months preceding the event giving rise to the claim.
7. Term and Termination
7.1 Term: This Agreement shall commence on the date first written above and shall continue in effect for an initial term of [3] months. Thereafter, this Agreement shall automatically renew for successive [3]-month terms unless either party provides written notice of termination at least [7] days prior to the end of the then-current term.
7.2 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within [7] days of receiving notice thereof.
7.3 Termination for Convenience: Either party may terminate this Agreement for convenience upon [7] days' prior written notice to the other party.
8. Confidentiality
8.1 Confidential Information: Both parties agree to keep confidential any proprietary or confidential information disclosed by the other party during the term of this Agreement and not to use such information for any purpose other than as necessary to perform its obligations under this Agreement.
8.2 Survival: The obligations of confidentiality under this section shall survive the termination or expiration of this Agreement for a period of [Number] years.
9. Governing Law and Dispute Resolution
9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Ontario, Canada], without regard to its conflict of laws principles.
9.2 Dispute Resolution: Any disputes arising out of or related to this Agreement shall be resolved through [Negotiation/Arbitration] in [Toronto, Ontario, Canada]. If the dispute cannot be resolved through [Negotiation/Arbitration], the parties agree to submit to the exclusive jurisdiction of the courts located in [Toronto, Ontario, Canada].
10. Miscellaneous
10.1 Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, or governmental actions.
10.2 Entire Agreement: This Agreement, including its exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations, whether oral or written, relating to the subject matter hereof.
10.3 Amendments: No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
10.4 Assignment: Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party.
10.5 Notices: All notices under this Agreement shall be in writing and sent to the addresses of the parties as set forth above or to such other address as either party may designate in writing.
Exhibit A: Products supplied will be delivered as per the agreement between the Supplier and the Customer on the quantity and types of onigiri. All products will be packaged as per the agreement and manufactured the same day of delivery.
Exhibit B: Delivery will be at the said time within a delivery window agreed upon with the Supplier and Customer.
Exhibit C: Quality standards for our products are strict and each product is inspected before delivery. Each product will be of a certain specific weight of 100 grams. The shape will be uniform and labelled with the correct labelling conforming to the health and safety requirements. IF there are any questions or concerns about our products, please contact us directly at sales@onigirico.com. Any complaints about our products will be reviewed within 48 hours.
Exhibit D: The pricing for our products will be agreed upon between the Supplier and Customer and subject to provincial and federal taxes.
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