terms of sale (PURCHASER)

terms of sale (PURCHASER)

These terms of sale (the “Agreement”) contain the terms and conditions that apply to all purchases made through Resell Canna Equipment Inc.’s (“Resell Canna”) website https://resellcannaequipment.com/ (the “Website”) of cannabis equipment (the “Product”) advertised for sale by a third party (an “Advertiser”) to a purchaser, potential or actual, (“Purchaser”) (together any users of the Services being the “Users”). This Agreement includes by reference the provisions in this document as well as those in the Website Terms and Conditions (available here) and the Privacy Policy (available here). These documents govern Users’ access and use of the Website. Access and use of the Website by a User means that they agree to all of these terms and these terms shall remain in effect for the entire duration of any access and use of the Website.

1. No Sale to Individual Consumers. Resell Canna does not sell under any circumstances to individual consumers and sells Products solely for commercial and industrial use. If you are an individual consumer, you may not go through with a purchase of Product. You hereby represent that you are not an individual consumer.
2. Access to the Platform or the Services. All Users represent and warrant that the person accessing the Website is authorized to agree to this Agreement on that organization’s or entity’s behalf and bind them to this Agreement. All Purchasers represent and warrant that they are duly allowed, authorized, licensed, accredited, or otherwise permitted, including by any governmental agencies regulating the business and activities of the Purchaser, to make purchases and acquire the Product and take delivery, transport, install and operate a Product.
3. Double-blind Purchasing and Identity of the Advertiser.
   • The identity of the Advertiser and Purchaser shall not be disclosed by Resell Canna, except as provided herein. The Purchaser hereby acknowledges that any purchase of Product through the Website is made using a double-blind purchasing method to limit the disclosure of the Advertiser’s and Purchaser’s identity.
   • Purchaser shall receive information provided by the Advertiser as the latter party may be required to provide from time to time pursuant to the terms of this Agreement.
   • The seller with whom the contract of sale for a Product is entered into shall be Resell Canna. All Purchase Conditions must be expressly accepted by the Advertiser and Resell Canna to have binding effect on Resell Canna.
   • Resell Canna shall be authorized to disclose the identity of any Users to exercise any of its rights granted to Resell Canna by the terms of this Agreement or by applicable laws, including to enforce its rights against a User. Resell Canna shall also be authorized to disclose the identity of any Users where it is expressly stipulated in a Purchase Condition.
   • The seller may also be Resell Canna, and when it shall be the case, the listing for each Product shall clearly identify Resell Canna as the seller. When Resell Canna is the seller, each reference to an “Advertiser” in this Agreement shall apply, with the necessary adaptations, to Resell Canna.
4. Applicable Terms; Order of Precedence. The terms and conditions contained in this Agreement shall constitute the entire agreement between Resell Canna and the Purchaser. Any previous agreements entered into by the parties are hereby replaced by the Agreement. Any additional terms proposed by Purchaser (including any general terms and conditions of purchase submitted by Purchaser) that the Purchaser seeks to impose or incorporate are expressly rejected, regardless of whether the Purchaser refers to those terms in an offer, other communication addressed to Resell Canna or the Advertiser or otherwise, and shall not be binding on Resell Canna unless expressly accepted in writing by Resell Canna with a specific reference to those terms as a “Purchase Condition” pursuant to Section 6of this Agreement.
5. Acceptance. Each Purchaser acknowledges and agrees that if their offer is accepted by Resell Canna, Purchaser is bound by the offer and shall be responsible for payment of the amount stated to the offer, taxes, and other applicable fees as further described herein for the Product sold, but subject to compliance with the Purchase Conditions negotiated by the parties pursuant to section 6. Resell Canna shall issue an explicit acceptance or notification that the offer was accepted by Resell Canna, along with a copy of the Purchase Conditions and other additional terms accepted by Resell Canna. It is not until receipt of such notice that Purchaser shall consider the sale as confirmed. 
6. Purchase Conditions. Purchaser may submit with its offer to purchase, or may condition its offer to purchase, any or a combination of the following purchasing conditions (“Purchase Conditions”). Upon receipt of these Purchase Conditions, Resell Canna shall consider these Purchasing Conditions and confer with Advertiser, and will then have the option, at its entire discretion, to either, accept or refuse those Purchasing Conditions. To the extent that multiple conditions are included, they must all be satisfied in order to proceed with the sale.
   • Trial Period. A condition of a trial period entails that Product is made available to Purchaser for a specific time period in order to conduct a trial of the Product, including commercial runs of the Product during that period (“Trial Period”).
     • To the extent mutually agreed, Purchaser may be charged fees for the use and delivery of the Product during the trial period (“Trial Fee”) and must be set out in writing in the condition to be effective. To the extent it applies, the Trial Fee shall include at a minimum, the shipping fees and restocking fees incurred by the Advertiser for handling the shipping and return of the Product. The Trial Fee is payable prior to delivery of the Product. Any Trial Fees will be set out in the written description of the condition.
     • Prior to scheduling delivery of the Product for the Trial Period, Purchaser shall be required to make a deposit to Resell Canna equivalent to 100% of the listed price for the Product. It is only upon receipt of the deposit that Resell Canna shall notify Advertiser to make arrangements for the delivery of the Product to Purchaser.
     • Purchaser must use the Product during the trial period with reasonable care and in conformity with best practices in the industry. Purchaser shall be liable for any damages or loss sustained by the Product during such trial period. In the event that the Product sustains any damage or loss during the trial period, Resell Canna shall be entitled to claim the amount deposited to Resell Canna and to claim to Purchaser any additional amount to cover such damages or loss to the Product.
     • During the Trial Period, ownership of the Product shall at all times remain with the Advertiser, and delivery of the Product or payment of deposit shall in no way be considered as final delivery or purchase of the Product to or by Purchaser.
     • Purchaser shall have 24 hours following the end of the Trial Period to confirm whether it wishes to purchase the Product.
     • If Purchaser decides not to purchase the Product, it shall schedule pick-up and return of the Product to Advertiser and shall notify Resell Canna of such arrangements in the next 24 hours following confirmation that Purchaser will not purchase the Product.
   • Testing. A testing condition entails that Purchaser may submit the Product to tests, the nature of which are set out in writing in the condition.
     • To the extent mutually agreed, Advertiser may charge Purchaser with a fee, of an amount to be negotiated by the parties, for the testing of the Product (the “Testing Fee”), which must be set out in writing in the condition to be effective.
     • All fees related to such testing, irrespective of the Testing Fee, including but not limited to the costs of the actual tests of transport of the Product to the testing location, shall be borne by the Purchaser.
     • Purchaser must use the Product during the test with reasonable care. No commercial production runs may be made with the Product in connection with a test.
     • Prior to scheduling delivery of the Product for the test, Purchaser shall be required to make a deposit to Resell Canna equivalent to 100% of the listed price for the Product. It is only upon receipt of the deposit that Resell Canna shall notify Advertiser to make arrangements for the delivery of the Product to Purchaser.
     • Purchaser shall at all time remain liable for any damages or loss caused to the Product due to such testing or caused during transport related to such testing. During testing, ownership of the Product shall at all times remain with the Advertiser.In the event that the Product sustains any damage or loss during the tests, Advertiser shall be entitled to claim the amount deposited to Resell Canna and to claim to Purchaser any additional amount to cover such damages or loss to the Product.
     • The duration of such tests shall be set out in the description of the condition. Purchaser shall have 24 hours following the end of the last test to confirm whether it wishes to purchase the Product.
     • If Purchaser decides not to purchase the Product, it shall schedule pick-up and return of the Product to Advertiser and shall notify Resell Canna of such arrangements in the next 24 hours following confirmation that Purchaser will not purchase the Product.
   • Visual Inspection. A condition of a visual inspection entails either (i) that Product is made available to Purchaser for them to come in person to the Product’s location to conduct a visual inspection, or (ii) the Advertiser will visually inspect the Product during a live video conference call with the Purchaser. Purchaser shall have 24 hours following receipt the call to confirm whether it wishes to purchase the Product.
   • Videos or Photos. A condition of providing a video or photos entails that Advertiser shall provide a high-definition video or photos of the Product which notably include a walk-through/walk-around of the Product and a demonstration of its essential functions. Photos shall clearly show the essential parts of the Product and must be in sufficient number to provide Purchaser with a reasonable overview of the Product. Purchaser shall have 24 hours following receipt of the video or photos to confirm whether it wishes to purchase the Product.
   • Component List. A condition that a component list be provided entails that Advertiser shall provide a detailed list of all the material components and parts that make up the Product, including any other information regarding the components specifically agreed upon by the parties. All such component list will be included with the Product when delivered to Purchaser when the sale of the Product is concluded. Purchaser shall have 24 hours following receipt of the component list to confirm whether it wishes to purchase the Product.
   • Standard Operating Procedures. A condition that standard operating procedures be provided for the Product entails that Advertiser shall provide in writing a complete set of the available standard operating procedures to Purchaser for the particular Product for review by Purchaser (“SOPs”). The documentation provided shall be in English or, if agreed to, in another language requested by Purchaser. The Purchaser shall be responsible for verifying that the SOPs are compliant with the regulatory requirements that apply to its intended use and to its own needs. The provision of the SOPs does not grant Purchaser with a license to use the SOPs for any purpose other than to consider purchasing the Product. Purchaser shall have 24 hours following receipt of the SOPs to confirm whether it wishes to purchase the Product.
   • Certification Documentation. A condition of providing certification documentation entails that Advertiser shall provide written documentation attesting that the Product is certified by the independent third-party organization(s) et out in writing in the condition. The Advertiser shall provide to Purchaser a copy of the current documentation pertaining to the agreed-to certification(s), including all certificates issued and any associated audit reports submitted to the Advertiser. Purchaser shall have 24 hours following receipt of the certification documentation to confirm whether it wishes to purchase the Product.
   • Other conditions. To the extent that the parties agree to such other conditions that are not provided for hereabove, these conditions shall be set out in writing in the interface of the Website and must be agreed to expressly to have any binding effect. To the extent the condition entails the delivery of material relating to the Product prior to concluding the sale, Purchaser shall have [24 hours] upon receipt of the confirmation that Advertiser complied with these other conditions to confirm whether it wishes to purchase the Product.
7. Information & Warranty Disclaimer. 
   • Except for conformity of a Product to the specifications expressly set out in the listing for a Product or in a Purchase Condition, Resell Canna expressly disclaims to the fullest extent allowed by applicable law with respect to Products being conveyed hereby all representations, warranties and conditions, whether express, implied or provided by law, including but not limited to any warranty or condition of quality, durability, performance, merchantability, or fitness for a particular purpose, or compliance with any law, regulation, or code, and no other warranties, conditions or guarantees of any kind shall apply, whether statutory, written, oral, express or implied.
   • Before acquiring a Product listed through the Website, Purchaser shall be responsible for verifying and confirming that the Product is suitable for its intended use and to procure all necessary permits and authorizations. Except if a Purchase Condition to that effect is expressly agreed to pursuant to Section 6, Resell Canna shall not be held liable for and is not responsible for ensuring that the Products listed comply with a certain standard of quality or are certified or approved for any particular use. Resell Canna shall only be liable to ensure that the Product sold to Purchaser conforms to the specifications, description and representations made about that Product in the product listing on the Website or as part of a Purchase Condition pursuant to Section 6.
8. • Unless stated otherwise in advertisements for Products made available on the Website, all fees are quoted in CAD.
   • Payment.
     • Payment to Resell Canna. Payment of the Product and of deposits shall be made by the Purchaser to Resell Canna. This amount shall include any other applicable fees described in the Product’s listing and those provided elsewhere in this Agreement, including all applicable taxes.
     • Payment Method. Purchasers must have a payment method on file when placing an offer. Such payment method may include SWIFT coordinates, Interac® E-Transfer, or other bank account information.
   • Taxes. Each Product’s price shall be exclusive of all taxes (including but not limited to sales, use, excise, value-added, and other similar taxes), tariffs and duties (including but not limited to, amounts imposed upon the Product(s) thereof under any applicable laws). Resell Canna shall collect from Purchaser such sales taxes on each sale. Resell Canna shall collect and remit applicable goods and services tax/harmonized sales tax (“GST/HST”), and any applicable provincial sales taxes such as the Quebec sales tax (“QST”) and other provincial sales tax, all of the foregoing as required under federal and provincial tax legislation. If any taxes are required to be withheld from amounts paid or payable to Resell Canna under the Agreement, (a) such withholding amount shall not be deducted from the amounts due to Resell Canna as originally priced, (b) Purchaser shall pay the taxes on behalf of Resell Canna to the relevant taxing authority in accordance with applicable laws, and (c) Purchaser will forward to Resell Canna, within 60 (sixty) days of payment, proof of taxes paid sufficient to establish the withholding amount and the recipient.
9. Delivery and Shipping.
   • Title and Security Interest.
     • Title to the Product sold is and shall at all times be and remain with Resell Canna until such time as all payments due to Resell Canna hereunder are made by the Purchaser (in cash or cleared funds).
     • Upon confirmation of payment received, Resell Canna shall hereby sell, assign, grant, bargain, convey, transfer and deliver to Purchaser title to the Product sold, with the same liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims of any kind or nature whatsoever, whether direct or indirect or contingent that may exist at the time it was transferred to Resell Canna by Advertiser – in no way Resell Canna shall represent that it transfers to Purchaser the title to the Product sold free and clear of any of the foregoing encumbrances.
     • The Purchaser grants to Resell Canna a security interest in all right, title and interest of the Purchaser in the Product sold as security for all indebtedness, liabilities and obligations of the Purchaser to Resell Canna.
   • Shipment. The Advertiser shall notify Resell Canna when the Product is ready for shipment. Resell Canna shall then: (a) inform the Purchaser, and the Purchaser shall then promptly give shipping instructions to Resell Canna, including the location of delivery; (b) determine the method of transportation and shipment routing; and (c) ship the Product by normal transportation appropriate to the Product being shipped. Purchaser shall pay or reimburse Resell Canna any excess transportation charges for special or expedited transportation.
     • Any price quoted to Purchaser for shipping and delivery are based on information provided by the Advertiser and is an estimate only. Resell Canna shall not be liable for or in respect of any price variations from what was quoted, including those due to inaccurate dimensions and weight provided by the Advertiser.
     • Any time quoted for delivery is an estimate only. Resell Canna shall not be liable for or in respect of any loss or damage arising from any delay in delivery.
     • Purchaser shall be responsible for procuring adequate and sufficient insurance for the full value of all Products sold under this Agreement from the time that the Products are identified to the time of actual receipt of the Products by Purchaser. The cost of this insurance is not included in the listed price and shall be borne by the Purchaser. It must be paid prior to shipment.
     • All other applicable charges for the shipping, transport, carriage, loading and offloading of the Product, handling, and delivery of the Product, including all duties, import or custom charges and brokerage fees and other charges to enable import clearance shall be at Purchaser’s expense, unless otherwise agreed upon by the parties. Purchaser must pay such charges prior to shipment.
     • If export is required, when Resell Canna arranges the export shipment, Purchaser shall provide to Resell Canna evidence that exportation is acceptable to the relevant tax and custom authorities. Purchaser shall be responsible to pay for all import or export duties.
   • Incoterms. Products are sold DAP Purchaser’s facility, in accordance with the Incoterms® 2020.
   • Failure to take delivery. If Purchaser fails to fulfil an obligation towards Resell Canna, including providing proof of delivery, or gives Resell Canna good cause to assume that the Purchaser will fail to fulfil those obligations, Resell Canna shall be entitled to repossess the Product supplied subject to retention of title, or arrange for this to be done, even if these are to be detached from other items, or calculate whatever additional tax may be applicable to the specific transaction. The costs of the repossession shall be borne by the Purchaser, without prejudice to any other rights which Resell Canna may invoke. Furthermore, if the Purchaser fails to take or make arrangements for transport or delivery of the Product or if delivery is delayed by the Purchaser or transporter is unable to deliver because of inadequate access or instructions or failure of the Purchaser to obtain necessary instructions, consents or licenses, delivery shall be deemed to have occurred and Resell Canna may do any one or more of the following (without prejudice to any other right or remedy that Resell Canna may have): (a) make additional charges for failed delivery; (b) allocate new delivery dates; (c) store the Product at Purchaser’s expense; (d) terminate the Agreement without liability on the Resell Canna’s part; and (e) recover from the Purchaser all costs and losses incurred by the Resell Canna.
   • No Returns. There shall be not returns available for any Product, unless it is pursuant to a Purchase Condition whereby Purchaser is authorized to returd the Product to Advertiser at the end of a trial or testing period, the foregoing in accordance with the terms of the mutually agreed upon Purchase Condition.
   • Intellectual Property. Resell Canna’s intellectual property rights include, without limitation, all trademarks, trade names, logos, designs, symbols, emblems, distinguishing marks, slogans, service marks, copyrights, patents, models, drawings, know-how, information, and any other distinguishing material of Resell Canna, whether or not subject to registration or filing, including all registrations or applications to register any of the foregoing items; and all rights in the nature of any of the foregoing items, and all rights having equivalent or similar effect to, and the right to apply for any of, the rights referred to in this definition in any jurisdiction (hereinafter “IP rights”). Resell Canna retains all IP rights in the Website, and nothing herein shall be construed to grant Purchaser any right or license, express or implied, in the Resell Canna’s IP rights. In particular, Purchaser shall not use Resell Canna’s name, logo or other IP rights without Resell Canna’s prior written consent. Further, Purchaser will not do or fail to do anything that could infringe, damage, endanger or impair Resell Canna’s IP rights. In particular, Purchaser shall not: (a) modify, remove or disfigure any markings or other means of identification of Products or Services delivered by Resell Canna; (b) use Resell Canna’s IP rights in such a way that their distinctive character or validity may be affected; (c) use trademarks other than Resell Canna’s trademarks with regard to Products delivered by Resell Canna without Resell Canna’s prior express written consent, or (d) use trademarks or trade names similar to Resell Canna’s trademarks or trade names that may cause confusion or deception.It is Purchaser’s responsibility to assess whether any license of intellectual property rights is required to operate a Product in connection with the Purchaser’s intended location and manner of use and to secure all necessary licenses at its sole cost and expense.
10. Limitation of Liability.
    • Indirect Damages. In addition, to the extent permitted by applicable law, in no event shall Resell Canna (including its parent, subsidiaries, and affiliates, and its officers, directors, agents and employees) be liable to any Users or any third party under any claim at law or in equity for any consequential damages or losses (including, but not limited to, loss of goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages), and all such damages or losses are expressly excluded by this agreement whether or not they were foreseeable or Resell Canna was advised of such damages or losses.
    • Aggregate. In the event that Resell Canna should be held liable under any claims brought forward by any Users, in no event shall Resell Canna’s aggregate liability for any damages arising out of or in connection with the services or these terms exceed the greater of amounts actually paid by Purchaser for the Product that is the object of the dispute or claim.
11. Except as otherwise provided by applicable law, any User shall indemnify and hold Resell Canna (including its parent, subsidiaries, and affiliates, and its officers, directors, agents and employees) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of their breach of this Agreement and/or their breach of any law, for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the use of the Product, or any other violation of a third party’s rights. 
12. Dispute 
    • Dispute between Advertisers and Purchasers. If there is a dispute between Users, both parties acknowledge that Resell Canna is under no obligation to become involved. In the event that parties have a dispute both parties hereby release Resell Canna, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the Website.
    • Disputewith Resell Canna. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of this Agreement directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in the province of Ontario. The arbitration will proceed in the English language, in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc. (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving commercial contract disputes. The arbitrator shall be selected from an appropriate list of arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
13. Notice. Any notices required by or made pursuant to the Agreement must be in writing and either (a) delivered personally or by courier; (b) sent by prepaid registered mail; or (c) transmitted by e-mail or functionally equivalent electronic means of transmission, charges (if any) prepaid. Any notice to Resell Canna must be sent to the following contact information: 

Resell Canna Equipment, 88 av. Melbourne, Mont-Royal (QC), H3P 1G1, Canada contact@resellcannaequipment.com 

Att. Lucas Trifiro-Jarzem, President

14. General Terms.
    • Changes. Resell Canna reserves the right to change the Agreement at any time, and will publish a notice 30 days prior to the entry into force of such changes. Any changes shall apply only to future purchases.
    • Entire Agreement. To the full extent permitted by applicable laws, this Agreement and any other agreements referred to herein constitute the entire agreement between Resell Canna and any Users regarding its subject matter and supersedes and invalidates all other prior representations, arrangements, understandings, and agreements relating to the same subject matter, (whether oral or in writing, express or implied). Each party acknowledges that in agreeing to this Agreement it does not rely on any statement, representation, warranty, or understanding other than those expressly set out in this Agreement or any notification of acceptance of an offer issued by Resell Canna pursuant to section 5.
    • Governing Laws. This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goodsis excluded.
    • Jurisdiction. Each party agrees that claims and disputes arising out of this Agreement must be decided exclusively in a federal or provincial court of competent jurisdiction located in the province of Ontario, in the judicial district where the city of Toronto is located. Each party submits to the personal jurisdiction of such courts for the purpose of litigating any claims or disputes.
    • Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will not in any way be affected or impaired. A court may modify the invalid, illegal or unenforceable provision to reflect, as closely as possible, the parties’ original intent.
    • Assignment. Neither party may assign all or part of this Agreement, or any rights or obligations under this Agreement without the prior written consent of the other; but either party may assign its rights and obligations, without recourse or consent to, any parent, wholly owned subsidiary or affiliate.
    • Non-waiver.Any waiver by a party of strict compliance with this Agreement must be in writing, and any failure by the parties to require strict compliance in one instance will not waive its right to insist on strict compliance thereafter.
    • Survival. Any right, obligation or provision under this Agreement that, by its nature, should survive termination or expiration of this Agreement, shall survive any expiration or termination of this Agreement, including the following sections: 5, 6, 7, 9(f), 10, 11, 12, 13, 14.