Terms and Conditions

Each Purchase Order placed by Buyer for goods and/or services is subject to these standard purchase terms and the terms of the applicable Purchase Order, and is conditional upon buyer’s agreement to such terms. The buyer shall be deemed to have agreed to be bound by such terms by accepting the Purchase Order, the supplier delivering the goods, and/or the supplier performing the services.

1. Definitions

In these Standard Purchase Terms, the following definitions apply:

a. “Agreement” means the agreement between Supplier and Buyer for the purchase and sale of Goods and/or Services.

b. “Buyer” refers to a person, group of persons, company, or group of companies purchasing Scentroid Goods and/or services.

c. “Deliverable” means any deliverable or other product or result from Services that is referred to in a Purchase Order, and any related materials, data, documentation, and includes any Intellectual Property Rights developed by the Supplier pursuant to such Purchase Order.

d. “Delivery Date” means the date of delivery for Goods or performance of Services as specified in a Purchase Order.

e. “Delivery Point” means the location identified by Buyer in the Purchase Order to which Scentroid is to deliver Goods and/or perform the services, or such other delivery area or point which is specified in writing by Buyer.

f. “Goods” means the goods that are required to be delivered by Supplier pursuant to a Purchase Order, and include all materials, component parts, reports (physical or digital), packaging and labelling of such goods.

g. “Intellectual Property Rights” means all intellectual and industrial property rights and rights of a similar nature including all rights in and to patents, including all issued patents and pending applications therefor and patents which may be issued therefrom (including divisions, reissues, re-examinations, continuations and continuations-in-part); trade-marks; copyrights; industrial design rights; rights pertaining to trade secrets and confidential information; publicity rights; personality rights; moral rights; and other intellectual property rights whether registered or not and all applications, registrations, renewals and extensions pertaining to the foregoing.

h. “Purchase Order” means the purchase order between Buyer and Supplier for the purchase and sale of Goods and/or Services, to which these Standard Purchase Terms are attached or are incorporated by reference.

i. “Services” means any services to be provided by Scentroid to Buyer pursuant to a Purchase Order.

j. “Specifications” means the requirements, attributes and specifications for the Goods or Services that are set out in the applicable Purchase Order. Specifications also include: (a) documentation published by Scentroid relating to the Goods or Services; (b) operational and technical features and functionality of the Goods or Services; (c) standards or levels of service performance for Services; and (d) Buyer business requirements that are expressly set out in a Purchase Order.

k. “Supplier” means the party indicated on the face page of the Purchase Order that is contracting with the Buyer for the purchase and sale of Goods and/or Services. In this case, both Supplier and Scentroid are used interchangeably within this document.

l. “Scentroid Proposal” means any acknowledgement, estimate, quote, offer to sell, invoice, or proposal of Supplier relating to the supply of Goods and/or Services to Buyer, including any delivered in connection with a request for quotations, request for proposal or similar process initiated by Buyer.

m. “Warranty Period” means in respect of any Goods or Services, the longer of: (i) the express written warranty period provided by Supplier for the Goods or Services; and (ii) the period commencing on the date of Acceptance of such Goods or Services and ending on the date that is one (1) year from that date.

2. Agreement

The Agreement consists only of (a) these Standard Purchase Terms; (b) the applicable Purchase Order; and (c) any Specifications or other documents expressly referenced in the Purchase Order. Any reference in the Purchase Order to any Supplier Proposal is solely for the purpose of incorporating the descriptions and specifications of the Goods and/or Services contained in the Proposal, and only to the extent that the terms of the Supplier Proposal do not conflict with the descriptions and specifications set out in the Purchase Order. Buyer’s acceptance of, or payment for, Goods and/or Services will not constitute Buyer’s acceptance of any additional or different terms in any Supplier Proposal unless otherwise accepted in writing by Buyer. If there is any conflict or inconsistency between the documents constituting the Agreement, then unless otherwise expressly provided, the documents will rank in the order of precedence in accordance with the order in which they are listed in this Section 2.

3. Delivery of Goods and Services

a. Scentroid agrees to supply and deliver the Goods to Buyer and to perform the Services, as applicable, on the terms set out within the Agreement.

b. Scentroid shall pack, load and deliver Goods to the Delivery Point and in accordance with the invoicing, delivery terms, shipping, packing and other instructions printed on the face of the Purchase Order or otherwise provided to Supplier by Buyer in writing. Additional charges may be required for freight, transportation, insurance, shipping, storage, handling, demurrage, cartage, packaging, or similar charges unless provided for in the applicable Purchase Order or otherwise agreed to in writing by Scentroid.

c. Compliance with delivery date is conditional upon the Buyer’s fulfilment of his own contractual obligations, including but not limited to the Supplier’s receipt of specifications, documentation, permissions and advanced payments from the buyer. If the Buyer fails such fulfilment, then the delivery date shall be extended accordingly. 

d. Time is kept in consideration with respect to delivery of the Goods and performance of Services. Goods shall be delivered, and Services performed by the applicable Delivery Date, or as close to it as possible. Scentroid will immediately notify the Buyer if they are likely to be unable to meet a Delivery Date. Due to all goods and products being custom-built at the time of order and thoroughly tested for quality, Supplier cannot guarantee a set delivery date.

Should the Supplier become aware that they will not be able to deliver the Products at the agreed date of delivery, they shall forthwith notify the Buyer in writing. The notification shall include a description of measures the Supplier considers appropriate to recover or limit the delay, if any, and a new delivery date.

e. Title and risk of loss or damage shall pass to Buyer for shipping of Goods to the Delivery Point, unless otherwise agreed to by both parties in writing, or if the buyer chooses to use an alternative method of shipping outside of Scentroid’s recommendation. The buyer may be required to obtain insurance while Goods are in transit from Supplier to the Delivery Point.

f. Buyer shall follow all instructions of Supplier and cooperate with Supplier’s customs broker as directed by Scentroid (including by providing requested shipping documentation) with respect to receiving all Goods and services originating from Canada. Buyer shall comply with all the requirements of the Canada Border Services Agency (or any successor organization) with respect to the deportation of Goods outside of Canada.

g. Charges for delivery are generally created through intercom CPT – DHL or UPS will pick up goods and provide door to door shipping. The buyer is responsible for taxes, duties, or adhering to any specific requirement of the buyer’s country. Alternatively, Scentroid can ship through Intercom EXW, issuing all delivery responsibilities to buyers.

h. Should any Goods be damaged upon shipping or a part is broken on arrival, Scentroid may, at its discretion, ship any replacement parts, provided that the buyer has supplied adequate proof (photographs and/or video).

i. If any particular device or technology is banned or deemed contraband by Buyer’s Country, or if a specific shipping requirement must be met in order for Scentroid to successfully deliver Goods and Services to Buyer, it is the Buyer’s responsibility to notify Scentroid at time of Agreement. Failure of notification will result in Buyer compensating for any lost time/equipment.

4. Price/Payment Terms

Prices for the Goods and/or Services will be set out in the applicable Order. Scentroid will issue invoices on a timely basis. Buyer must pay invoices immediately upon issuance. Any disputed amounts must be agreed upon during the issuance and signing of the Agreement. Ongoing disputed amounts may be deemed a breach of this Agreement and as such, Scentroid may cancel the order at any time. Notwithstanding the foregoing, the Buyer agrees to pay the balance of the undisputed amounts on any invoice that is the subject of any dispute within the time periods specified herein.

Cancellations and Returns: As products are custom built to a client’s specifications, orders cannot be revoked where the order has been accepted for processing, has been executed, or delivered to client. The client must understand and accept that when Scentroid has commenced processing an order, executed an order, or delivered an order, the order cannot be cancelled or returned.

5. Taxes

Unless otherwise stated in a Purchase Order, all prices or other payments stated in the Purchase Order are subject to applicable taxes. The Supplier shall separately itemize all taxes on each invoice and indicate on each invoice. The Buyer will pay all applicable taxes to the Supplier when the applicable invoice is due. The Supplier will remit all applicable taxes to the applicable government authority as required by applicable laws.

6. Hazardous Materials

Buyer agrees, as requested by Scentroid, to satisfy any applicable laws governing the potential use of any hazardous substances by providing either of the following: (a) all reasonably necessary documentation to verify the material composition on a substance-by-substance basis, including quantity used of each substance, of any Goods and/or any process used to make, assemble, use, maintain or repair any Goods; or (b) all reasonably necessary documentation to verify that any Goods and/or any process used to make, assemble, use, maintain or repair any Goods, do not contain, and the Services do not require the use of, any particular hazardous substances specified by Buyer.

7. Legal Compliance; Workplace Safety

In carrying out its obligations under the Agreement, including performance of Services, Scentroid will comply with all applicable federal, provincial, and municipal laws, regulations, standards and codes. Scentroid shall be at all times registered with the workplace safety and insurance board under the Ontario Workplace Safety and Insurance Act, 1997 and shall maintain its workers’ compensation accounts in good standing, and provide Buyer with evidence of good standing upon request. Supplier shall obtain all applicable permits, licenses, exemptions, consents and approvals required for Supplier to manufacture and deliver Goods and perform Services.

8. Warranties

a. Product Warranties: Supplier warrants to Buyer that during the Goods Warranty Period all Goods provided hereunder shall be (i) fit for the designed purposes; (ii) free from operational defects; and (iii) in compliance with written specifications. Buyer is responsible for compliance with any applicable federal, provincial and municipal laws, regulations, standards and codes.

b. Buyer Warranty Protection: Buyer agrees that all Goods obtained will be: (i) properly maintained and placed within a recommended setting as intended for the equipment purchased; (ii) frequently inspected to ensure all inlets and outlets have been maintained and electronic components are protected from any damage; and (iii) the device is routinely calibrated as necessary and remains operational as per Scentroid’s recommendations.

c. Service Warranties: Supplier shall perform all Services: (i) exercising that degree of professionalism, skill, diligence, care, prudence, judgment, and integrity which would reasonably be expected from a skilled and experienced service provider providing services under the same or similar circumstances as the Services under this Agreement; (ii) in accordance with all Specifications and all Buyer policies, guidelines, by-laws and codes of conduct applicable to Supplier; and (iii) using only personnel with the skills, training, expertise, and qualifications necessary to carry out the Services.

d. Intellectual Property Warranty: Buyer must always understand that all Goods and/or Services (including any Deliverables or reports generated by Scentroid’s services) are the intellectual property of Scentroid and buyer must not infringe any Intellectual Property Rights of any person.

e. Performance: The client uses the Site or the Product or materials from the Site or the Product at their own risk. Scentroid does not represent, warrant or guarantee (a) the accuracy, reliability, completeness, adequacy or currency of the information contained in or linked to or on the Site or through the use of the Product or (b) that the Site or the Product will be error‐free, free of viruses or other harmful components, or that defects will be corrected or that it will always be accessible. Scentroid may make improvements and/or changes to the features, functionality or content of the site and the Product at any time at our discretion.

9. Warranty Remedies

In the event of a breach of any of the warranties in section 8, Scentroid may, at their own discretion

10. Intellectual Property Rights

All Intellectual Property Rights in and to each Deliverable are the property of Scentroid. Should any further Deliverable such as a report generated from Scentroid Software be copied, modified and/or distributed, Scentroid must be credited appropriately. Upon crediting Scentroid, Supplier grants to Buyer a worldwide, royalty-free, perpetual license to use, copy, modify and distribute such intellectual property as part of the Deliverables. and without prejudice, remove all rights and privileges as granted by their warranty program. Scentroid will not correct or replace the affected Goods, or re-perform the affected Services, after notice by Supplier to Buyer of warranty breach. With a warranty breach, all associated costs, including costs of re-performance, costs to inspect the Goods and/or Services, transportation of Goods from Buyer to Supplier, and return shipment to Buyer, and costs resulting from supply chain interruptions, will be borne by Buyer. Otherwise, If Goods are corrected or replaced or Services are re-performed, the warranties in Section 9.a will continue as to the corrected or replaced.

11. Confidentiality:

Supplier shall safeguard and keep confidential any and all information relating to Buyer obtained by Supplier or provided to Supplier by Buyer in connection with this Agreement, and shall use such information only for the purposes of carrying out its obligations under this Agreement.

12. Indemnities:

Buyer is held responsible for any claims, fines, losses, actions, damages, expenses, legal fees and all other liabilities brought against or incurred by the Buyer Indemnified Parties or any of them arising out of: (a) death, bodily injury, or loss or damage to real or tangible personal property resulting from the use of Scentroid’s Goods or Services, or from the failure of the Goods or Services to comply with the warranties hereunder; (b) any claim that the Goods or Services infringe or violate the Intellectual Property Rights or other rights of any person; (c) any intentional, wrongful or negligent act or omission of Buyer or any of its Affiliates or subcontractors; (d) Buyers breach of any of its obligations under this Agreement; or (e) any liens or encumbrances relating to any Goods or Services.

13. Limitation of Liability

IN NO EVENT WILL SCENTROID BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY FOR ANY MATTER RELATING TO THIS AGREEMENT.

14. Independent Contractors

Buyer will perform its obligations under the Agreement as an independent contractor and in no way will Buyer or its employees be considered employees, agents, partners, fiduciaries, or joint venturers of Supplier. Unless explicitly stated, the Buyer and its employees will have no authority to represent Supplier or its Affiliates or bind Supplier or its Affiliates in any way, and neither Buyer nor its employees will hold themselves out as having authority to act for Supplier or its Affiliates.

15. Severability

If any provision of this Agreement is determined to be unenforceable or invalid for any reason whatsoever, in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part thereof and all other provisions shall continue in full force and effect.

16. Waiver

No waiver of any provision of this Agreement shall be enforceable against that party unless it is in writing and signed by that party.

17. Assignment

Buyer may not assign or subcontract this Agreement, in whole or in part, without Supplier’s prior written consent. Buyer’s permitted assignment or subcontracting of this Agreement or any part thereof will not release Buyer of its obligations under this Agreement, and it will remain jointly and severally liable with the assignee or subcontractor for any obligations assigned or subcontracted. The acts or omissions of any subcontractors of the Supplier will be deemed to be the acts and omissions of the Buyer.

18. Survival

Any provision of this Agreement which expressly or by implication from its nature is intended to survive the termination or completion of the Agreement will continue in full force and effect after any termination, expiry or completion of this Agreement.

19. Interpretation

The headings used in this Agreement and its division into articles, sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders. References in this Agreement to articles, sections, schedules, exhibits, appendices, and other subdivisions are to those parts of this Agreement. Where this Agreement uses the word “including,” it means “including without limitation,” and where it uses the word “includes,” it means “includes without limitation.

20: Governing Law

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties irrevocably attorn to the jurisdiction of the courts of Ontario in Toronto, which will have non-exclusive jurisdiction over any matter arising out of this Agreement.

21. Electrical/Electronic Components and Equipment

All electrical/electronic components or equipment are recommended to have approvals within the Buyer’s jurisdiction. It is the sole responsibility of the Buyer to obtain these approvals.

22. Language

It is the express wish of the parties that this Agreement and any related documentation be drawn up in English.