Terms and Conditions

These Terms and Conditions of Sale (“ToC”) apply to the purchase of Punches, related Custom Punches, and Parts, Products, Custom Product, related holders, assemblies and components or accessories (individually or collectively, the “PRODUCTS”) from Canopy Design Group, LLC. These ToC’s of Sale which together shall constitute the entire agreement between the buyer of the PRODUCTS (as hereinafter defined “BUYER”) and Canopy Design Group, LLC.

1. Acceptance & Offer

Canopy Design Group, LLC (“CANOPY”) offer to sell product(s) to Buyer is expressly limited to Buyer's acceptance of these ToC’s. Any of the following constitutes Buyer's unqualified acceptance of these ToC’s:

(i) Written acknowledgement of these ToC’s;

(ii) Issuance or assignment of a purchase order for the product(s),

(iii) Acceptance of any shipment or delivery of CANOPY product(s),

(iv) Payment for any of the product(s); or

(v) Any other act or expression of acceptance by Buyer.

THE ToC’S SET FORTH HEREIN SHALL SUPERSEDE ANY CONFLICTING TERMS CONTAINED ON BUYER'S PURCHASE ORDER OR ANY DOCUMENT OR INSTRUMENT SUBMITTED BY BUYER. Our failure to object to provisions contained in any purchase order or other form or document from Buyer shall not be construed as a waiver of these ToC’s nor an acceptance of any such provision. In the event of a conflict, a quotation issued to Buyer by CANOPY takes precedence over these ToC’s, and a written contract signed by both of us takes precedence over either.

CANOPY reserves the right to apply a cancellation fee for any item that has been put into production and for any custom item that has been engineered or put into production prior to cancellation. CANOPY reserves the right to apply a restocking fee to any returned items. CANOPY reserves the right to amend offer pricing where a material change in manufacturing costs or exchange rates becomes apparent. All orders and shipments for CUSTOM parts or products are non-cancellable and non-returnable.

2. Prices, Taxes and Payment

All quotations and published prices are firm unless otherwise agreed to in writing. CANOPY reserves the right to change the prices and specifications of its products at any time, unless otherwise explicitly specified in a written customer product quote. Any tax, duty, custom or other fee imposed upon this transaction by any federal, state or local governmental authority shall be paid by Buyer in addition to the price quoted or invoiced. In the event CANOPY is required to prepay any such tax, Buyer will reimburse CANOPY. Payment terms shall be net 30 days after shipment by CANOPY, in U.S. Dollars. CANOPY reserves the right to charge a late fee to invoices outstanding beyond 30 days after shipment. In addition, CANOPY reserves the right to require pre-payment terms from any Buyer whose account is overdue or who has an unsatisfactory credit or payment record. CANOPY reserves the right to refuse to sell to any Buyer until overdue accounts are paid in full.

(i) Unless otherwise agreed to in writing by CANOPY, terms of payment for orders will be net thirty (30) days from the date of The terms of payment are subject to review of BUYER’s credit by CANOPY. All payments shall be made to the designated CANOPY address as stated on the invoice. If deliveries are made in installments, each installment may be separately invoiced and shall be paid for when due. No discount is allowed for early payment unless agreed to in writing by CANOPY.
(ii) In addition to any other rights and remedies CANOPY may have under applicable law, interest will accrue on all late payments at the rate of eighteen percent (18%) per annum or the applicable statutory rate, whichever is higher and to the extent permitted by applicable law, from the due date until payment is fulfilled.

(iii) In case of different mutually agreed INCOTERMS, all deliveries of PRODUCTS agreed to by CANOPY shall at all times be subject to credit approval of CANOPY. If, in CANOPY’s judgement, BUYER’s financial condition at any time does not justify production or delivery of PRODUCTS on the above payment terms, CANOPYm ay require full or partial payment in advance or other payment terms as a condition to delivery, and CANOPY may suspend, delay or cancel any credit, delivery or any
other performance by CANOPY.

(iv) In the event of any default by BUYER in the payment of any fees or charges due, or any other default by BUYER, CANOPY shall have the right to refuse performance and/or delivery of any PRODUCTS until payments are brought current and CANOPY may suspend, delay or cancel any credit, delivery or any other performance by CANOPY. Such right shall be in addition to, and not in lieu of, any other rights and remedies available under the Agreement.

(v) Payment method will be agreed upon before order In case of payment by check, a $50 returned check fee will be assessed for any check returned for any reason. Accounts that are in arrears due to a returned check may be suspended until the balance is paid in full, including returned check and reactivation fees.

3. Information & Drawings

All descriptive specifications, illustrations, drawings, data, dimensions and weights furnished by CANOPY or otherwise contained in catalogues, price lists and other advertising matter of CANOPY are approximate only and are intended to be by way of a general description of the goods and shall not form part of the contract. Information is subject to change at any time at CANOPY sole discretion.

4. Delivery, Quantities & Shipment

(i) CANOPY will make every effort to ship the products or provide the services hereunder in accordance with the requested delivery date, recognize that CANOPY accepts no liability for any losses or for damages arising out of delays in delivery. Shipment of all products shall be FOB Origin, at which time title and risk of loss shall pass to Buyer. All shipment costs shall be paid by Buyer and if prepaid by CANOPY, the amount thereof shall be reimbursed to CANOPY. CANOPY agrees to use commercially reasonable efforts to meet the delivery dates communicated or acknowledged by it on the condition that provides all necessary order and delivery information sufficiently prior to such delivery date.

(ii) BUYER will give CANOPY written notice of failure to deliver and thirty (30) days within which to If CANOPY does not deliver within such thirty (30) day period, BUYER’s sole and exclusive remedy is to cancel the affected and undelivered portions of the Agreement.

(iii) In the event CANOPY production is curtailed for any reason, CANOPY shall have the right to allocate its available production and PRODUCTS, in its sole discretion, among its various customers and as a result may sell and deliver to BUYER fewer PRODUCTS than specified in the Agreement, as the case may be.

(iv) On custom and non-stocked items, CANOPY reserves the right to ship reasonable amounts above or below the order quantities.

5. Custom Made-To-Order Products

CANOPY may define certain products as Custom Made-To-Order ("CMTO"). Buyer must provide CANOPY with product specifications prior to the start of manufacturing a CMTO product. CANOPY and Buyer shall agree to all production and testing techniques prior to the start of manufacturing a CMTO product. Buyer must provide a Purchase Order detailing product and delivery schedule for the CMTO product. Purchase Orders for a CMTO product(s) are not cancelable and any corresponding shipments are not returnable unless certified as defective by CANOPY.

6. Inspection

Upon your receipt of goods shipped hereunder, Buyer shall inspect the goods and notify our Customer Service Department of any discrepancies between the goods received and the Buyer’s Purchase Order. If Buyer shall not have given CANOPY written notice of any discrepancy fully specifying and documenting the details thereof within 15 days following Buyer’s receipt of goods, the products shall be deemed to have been satisfactorily received by Buyer.

7. Limited Warranty & Indemnity

CANOPY warrants that its products will meet their applicable published specifications when used in accordance with their applicable instructions or, in the case of CMTO products, will conform to the product description that accompanies each product, until their respective expiration dates or, if no expiration date is provided a period of 6 months from shipment of such goods. CANOPY MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Our warranty shall not be effective if we determine, in our sole discretion, that Buyer has altered or misused the goods or have failed to use or store them in accordance with instructions furnished by CANOPY. The warranty provided herein and the data, specifications and descriptions of CANOPY products appearing in CANOPY’s published catalogues and product literature may not be altered except by express written agreement signed by an officer of CANOPY. Representations, oral or written, which are inconsistent with this warranty or such publications are not authorized and if given, should not be relied upon.

No agent, employee or other representative has the right to modify or expand CANOPY's standard warranty applicable to the products or to make any representations as to the products other than those set forth in CANOPY's product literature and any such affirmation, representation or warranty, if made, should not be relied upon by Buyer and shall not form a part of this contract.

In the event of a breach of the foregoing warranty, CANOPY’s sole obligation shall be to repair or replace, at its option, the applicable product or part thereof, provided the customer notifies CANOPY promptly of any such breach. If after exercising reasonable efforts, CANOPY is unable to repair or replace the product, then CANOPY shall refund to Buyer all monies paid for such applicable product or part. IN NO EVENT SHALL CANOPY BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) SUSTAINED BY ANY CUSTOMER FROM THE USE OF ITS PRODUCTS, EVEN IF CANOPY WAS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

Where CANOPY manufactures CMTO products for Buyer based on instructions, specifications, or other directions provided by Buyer, CANOPY is not liable for the lack of sufficiency, fitness for purpose or quality of the goods to the extent attributable to such instructions, specifications, or other directions. We shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond our reasonable control.

8. Authorized Use

The purchase of CANOPY products conveys to Buyer a non-transferable right to use the purchased product(s) in compliance with the intended use statement listed on the product data or product information that accompanies each product. Each product also may be accompanied by limited use information or limited use label licenses. Unless otherwise expressly stated in product data or product documentation sheets, CANOPY products have not been tested for safety or efficacy.
Buyer shall be completely responsible for: obtaining any necessary intellectual property permission, compliance with any and all applicable regulatory requirements, and conducting all necessary testing required for applicable Buyer processes.

9. Returned Goods

No products may be returned without the express prior written authorization of CANOPY. Title to the returned products shall pass to CANOPY upon delivery of the products to CANOPY’s facilities. At our discretion, we may issue a product credit or refund for the product value and shipping charges. The products shall be returned in their original containers with the original labeling affixed and unaltered in form and content. All product returns are subject to a restocking charge.

10. Technical Advice

CANOPY may, at Buyer's request, furnish technical assistance, advice and information with respect to the products, if and to the extent that such advice, assistance or information is conveniently available. It is expressly agreed that there is no obligation to provide such information which is provided without charge at Buyer's risk and which is provided subject to the disclaimers and limitations of liability contained herein.

11. No Assignment

Orders are not assignable or transferable, in whole or in part, without the express written consent of CANOPY.

12. Typographical Errors

Stenographical, clerical or computer errors on the face of any CANOPY invoice shall be subject to correction by CANOPY.

13. Third Parties

Nothing in this document is intended to create any rights in third parties against CANOPY.

14. Compliance with Laws and Regulations

We certify that to the best of our knowledge these goods are produced in compliance with all applicable federal, state, and local statutes, rules, regulations, ordinances, and orders, including applicable requirements of the Fair Labor Standards Act of 1938, as amended. CANOPY is an Equal Opportunity Employer. It does not discriminate in any phase of the employment process against any person because of race, color, creed, religion, national origin, sex, sexual orientation, age, veteran or handicapped status.

15. Modification, Waiver of Breach

This contract may be modified and any breach hereunder may be waived, but only in writing and signed by the party against whom enforcement thereof is sought. The waiver by either party of any provision of these ToC’s shall not operate as a waiver of such provision at any other time.

16. Governing Law

This contract shall be governed by and construed in accordance with the laws (other than those relating to conflict of laws questions) of the State of New Jersey.

17. Compliance with Foreign Corrupt Practices Act

Buyer acknowledges that CANOPY is a United States corporation and, as such, is subject to the provisions of the Foreign Corrupt Practices Act of 1977 of the United States of America, 91 Statutes at Large, Sections 1495 et seq. (the “FCPA”), which prohibits the making of corrupt payments. Under the FCPA, it is unlawful to pay or to offer to pay anything of value to foreign government officials, or employees, or political parties or candidates, or to persons or entities who will offer or give such payments to any of the foregoing in order to obtain or retain business or to secure an improper commercial advantage. Buyer further acknowledges that it is familiar with the provisions of the FCPA and hereby agrees that it shall take or permit no action which will either constitute a violation under, or cause CANOPY to be in violation of, the provisions of the FCPA.

18. Severability

If any provision of these ToC’s is held illegal, invalid, inapplicable or unenforceable, such provision shall be deemed severed from these ToC’s, the remainder of which shall remain in full force and effect.

19. Entire Agreement

These ToC’s of Sale shall constitute the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the sale of CANOPY products and supersedes all prior and contemporaneous understandings or agreements of the parties.

20. Confidentiality

In the course of performing services CANOPY may be privy to confidential or proprietary information maintained, used or created by Buyer (“Confidential Information”). CANOPY agrees to keep all Confidential Information in strict confidence and shall not use any Confidential Information for any purpose other than what is consistent with the parties’ business relationship. CANOPY shall use the Confidential Information only to carry out its proper functions in connection with accomplishing the goals of the business relationship and shall not disclose the Confidential Information to any other individuals or entities. Notwithstanding anything contrary, the following shall not be Confidential Information for purposes of this agreement:

(a) Information in the possession of CANOPY without obligation of confidentiality prior to its receipt here under:
(b) Information rightly obtained by CANOPY without restriction from a third party; or
(c) Information publicly available other than through the fault or negligence of CANOPY.