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TERMS & CONDITIONS OF PURCHASE

PLEASE READ OUR CAREFULLY TERMS & CONDITIONS OF PURCHASE BEFORE USING THE PLATFORM, PROCEEDING TO AN ORDER OR USING OUR SERVICES.

 

 

The products ordered (the “Orders”) presented above in the order form (the “Order Form”) are governed by the terms and conditions of Les Entreprises Wise inc. (“Wise Market”) detailed below (collectively with the order form, the “Agreement”).

 

 

  1.  ORDER AND INVENTORY

 

  1. Purchase of Products. Customer purchases from Wise Market the product(s) described in the Purchase Order Order (the “Products”).  

 

  1. Inventories. The Customer has access[PS1] to the list of its Orders on the Wise Market platform available at www. (the platform ").  

 

 

  1. PARTICULAR DISPOSITIONS

 

  1. Purchase order. The Customer must place his Orders directly with Wise Market and not with the suppliers. All provisions of the Order Form are deemed to form part of this Agreement. In the event of any conflict between the terms of this Agreement and the Order Form, the terms of the Agreement shall control. Once the Purchase Order has been accepted by the Customer, it will constitute a binding sales contract from the date of its signature by the Customer. No cancellation of the Purchase Order will be granted to the Customer subsequently[PS2] . The Customer understands that any Purchase Order only binds Wise Market once duly accepted and signed by one of its authorized representatives.

 

  1. Payment terms. Unless otherwise indicated in the Order Form, the price for Orders is payable upon signature of the Order Form. Any amount unpaid within the time limits prescribed herein or in the Order Form will bear interest at the rate of two percent (2%) per month, or twenty-four (24%) per year, calculated monthly. Subject to Wise Market's other remedies, the Customer understands and acknowledges that Wise Market reserves the right not to order the Products or not to deliver them, at its sole discretion, in the event of non-payment by the Customer.

 

  1. Information. The Client hereby authorizes Wise Market to verify and/or obtain information, in particular of a commercial nature, from third parties on the Client's credit.[PS3] 

 

  1. Compensation. The Client waives all compensation with respect to sums which it may owe to Wise Market and which Wise Market may owe to the Client, whether under this Agreement or any other agreement.

 

  1. Sales taxes applicable. The Customer agrees to pay any applicable tax on the Products and Orders, in accordance with the applicable laws of the province of Quebec or Canada, as the case may be.

 

  1. Access to the Wise Market website and the Platform.[PS4] 

 

  1. TRANSPORT AND DELIVERY

 

  1. Transportation. The transport costs of the Products ordered, including in particular the costs incidental to transport, such as, in particular, any fuel surcharge, any costs for unloading or other delays, and the delivery point requested by the Customer, are the sole responsibility of and exclusive responsibility of the Customer, even if these costs prove to be higher than the estimated transport costs appearing on the Order Form, these being provided for information purposes only.[PS5] 

 

  1. Delivery of Orders. In the event of a shortage of Products for the Orders of one or more customers, the Customer agrees that Wise Market may use Products included in Customer's Orders awaiting delivery to serve said customers, it being understood that Wise Market will replace any Product thus used in the Order awaiting delivery from the Customer as soon as possible. The Client waives any right to claim any loss or damage from Wise Market arising from this distribution.

 

Delivery of Orders will be made by a partner of Wise Market[PS6] according to the times, days and places of delivery established with the Customer in the Order Form or otherwise between Wise Market and the Customer. The Products will be deemed delivered once they have been unloaded and made available to the Customer at the agreed place of delivery and at the agreed time (the “Delivery”).[PS7]  When the delivery schedule has been communicated, the Customer undertakes to be available to receive the Orders.

 

  1. Transfer of ownership. Title to each Product ordered shall be deemed to have passed from Wise Market to the Customer at the time of Delivery of the Products to the place agreed with the Customer, provided that any amount due in connection with any Order is paid in full.[PS8] .  

 

  1. Reservation of the right of ownership. For all Products ordered by the Customer from Wise Market, Wise Market shall remain the owner until full payment by the Customer of the sums due with regard to each of the various invoices or Purchase Orders issued with regard to these Products or Orders.

 

  1. Transfer of risk. The Customer must bear the risk of loss of the Products ordered, from the time of their Delivery by Wise Market or its designated delivery partner.

 

  1. GUARANTEE

 

  1. Warranties[PS9] . The only guarantees applicable to each of the Products will be the guarantees of the manufacturer or the manufacturer, as the case may be. The Customer acknowledges that the manufacturer or manufacturer may revise its warranty for the Products at any time, with the entire exemption of Wise Market in this regard. Wise Market will in no way assume any responsibility whatsoever with regard to the Products sold to the Customer. Be that as it may, and with the exception of the application of the manufacturer's warranties mentioned above, the legal warranty of quality provided for by the Civil Code of Quebec and the damages and losses resulting from intentional fault or negligence grossly, the Customer waives the right to claim from Wise Market all material losses and damages resulting from any defect or non-conformity of a Product.

 

  1. Defects or defects affecting a Product ordered. Any claim by the Customer relating to a defect or a defect in the design or manufacture of a Product ordered will be sent directly to the manufacturer or manufacturer by the Customer, to the entire exemption of Wise Market.[PS10] .

 

  1. RESERVED RIGHTS

 

  1. Intellectual property. Wise Market is the sole and exclusive owner of all intellectual property rights related to its business, including any trademark, copyright, trade secret or patent attached to the Platform or its business (or holds the required authorizations for their use) (the "Reserved Rights"). Unless otherwise agreed, the Customer may not use the Reserved Rights. The Client may not, without the prior written consent of Wise Market, use or tolerate the use, for the purposes of the operation of its business or otherwise, of any trademark, trade name or symbol of Wise Market. not prescribed or authorized by Wise Market. Wise Market makes no representation to the Client to the effect that the reserved Rights do not contravene the trademarks, patents or other intellectual property rights of a third party.

 

  1. Platform. The use of the Platform makes it possible to obtain the price of the Products, to consult the Orders placed, to request the delivery of the latter and to complete an Order Form for the Products online.[PS11]  The Client acknowledges and agrees to the following: a) the Platform constitutes Confidential Information and belongs exclusively to Wise Market; b)  Only employees of the Client to whom Wise Market gives a username and password will be authorized to use the Platform; and c) the Client will ensure that its employees use their access to the Platform exclusively for activities permitted by Wise Market. Wise Market reserves the right to disable a user's access at any time to the extent the Platform was used for activities other than permitted activities or in violation of this Agreement.

 

  1. PRIVACY

 

  1. Privacy. The Client acknowledges that in the context of his business relationship with Wise Market, he will receive confidential information belonging exclusively to Wise Market, including the details of the operation of the platform or the cost structures, and which are disclosed to the Client for the purposes of this Agreement. The Client, its officers, directors and shareholders agree not to disclose or reveal to anyone the Confidential Information and not to use any Confidential Information, except to the extent necessary to allow the Client to operate its business in connection with the this Agreement and to receive deliveries or otherwise manage its Orders. Under no circumstances should the Client communicate confidential information to a third party without having previously obtained the written authorization of Wise Market. This paragraph does not apply to information (i) known to Customer but not disclosed to Customer; (ii) that he receives in a non-confidential manner without having been disclosed to him; (iii) that was in the public domain when the Customer received it; (iv) which subsequently becomes common knowledge without any wrongdoing on the part of the Customer; or (v) that is required to be disclosed by order of a court or government agency. This commitment is subject to any confidentiality agreement entered into between Wise Market and the Client and, in such case, the provisions of any separate confidentiality agreement will prevail over the terms of this Agreement in the event of conflict.

 

  1. Compensation. The Customer acknowledges that Wise Market cannot be held liable in the event of any legal action brought against the Customer by a third party due to a security defect or a latent defect in all or part of the Products and must contact the manufacturer or manufacturer of the Products. directly, at the entire exoneration of Wise Market.

 

  1. GENERAL PROVISIONS

 

  1. Force majeure. None of the Parties may be considered in default under the Agreement if the performance of its obligations, in whole or in part, is delayed or prevented as a result of a situation of force majeure. Force majeure is an external, unforeseeable, irresistible event that makes it impossible to perform an obligation.

 

  1. Assignment. The Client may not assign its rights to this Agreement without the prior authorization of Wise Market.

 

  1. Illegality. The possible illegality or nullity of an article, a paragraph or a provision (or part of an article, a paragraph or a provision) cannot affect in any way the legality of the other articles, paragraphs or provisions of the Convention, nor the rest of this article, this paragraph or this provision, unless a contrary intention is evident in the text.

 

  1. Notice. Any notice to a party shall be deemed to have been validly given if it is in writing and sent by email, registered or certified mail, by bailiff or by courier service, to such party at the address indicated on the Order Form or to such other address as the party concerned may make known by notice to the other party.

 

  1. Securities. The headings used in this Agreement are for reference and convenience only. They in no way affect the meaning or scope of the provisions they designate.

 

  1. Appendices. The annexes to this Agreement form an integral part thereof as if they were recited in full therein.

 

  1. Non-Waiver. Delay by Wise Market in exercising any right or remedy under this Agreement shall in no way be construed as a waiver of such right or remedy. The Customer will be in default by right if he does not fulfill one or other of the obligations provided for in the Agreement at the latest on the date on which such obligation must be executed or respected by the Customer according to the terms of the Convention. All deadlines stipulated herein are therefore binding on the Client.

 

  1. Previous agreements. This Agreement supersedes all prior agreements, whether written or verbal, between parties with respect to Orders.

 

  1. Amendment. Unless otherwise indicated herein, the Agreement may not be modified without the written consent of each of the parties.

 

  1. Cumulative and non-alternative rights. All rights mentioned in this Agreement are cumulative and not alternative.

 

  1. Whole and Complete Agreement. This Agreement represents the entire and complete agreement between the parties. No statement, representation, promise or condition not contained in this Agreement can and shall not be admitted to contradict, modify or affect in any way the terms of this Agreement.

 

  1. gender and number. All words and terms used in this Agreement shall be interpreted as including the masculine and the feminine, as well as the singular and the plural, according to the context or the meaning of this Agreement.

 

  1. Currencies. All sums of money provided for in this Agreement refer to Canadian currency.

 

  1. Applicable laws and choice of domicile. This Agreement is subject to the laws in force in the Province of Quebec and the applicable laws of Canada, as the case may be. The parties agree to elect domicile in the judicial district of Quebec, Province of Quebec, Canada, and choose this as the appropriate district for the hearing of any claim arising from the interpretation, application, performance, entry into force, validity and effects of this Agreement.

 

  1. Scope. This Agreement binds the parties, as well as their respective successors, heirs and assigns.

 

Policy updated on 2023.02.12

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