Terms and conditions
BETWEEN: BAC & PANIER INC., a legally constituted company,
(Hereinafter referred to as the “Company”)
AND : The professional wishing to register for the program,
(Hereinafter referred to as the “Client”)
WHEREAS the Company operates in the field of online sales of various organizational products (hereinafter referred to as the "Products");
WHEREAS as part of its activities, the Company wishes to offer various professionals the opportunity of becoming a corporate member in order to benefit from a preferential rate on Products offered by the Company (hereinafter referred to as ("the Subscription") );
WHEREAS the Client wishes to obtain the Subscription, all in accordance with the terms and conditions set forth in this Agreement;
WHEREAS the parties wish to record the terms of their agreement in a private writing by mutual agreement;
THE PARTIES AGREE AS FOLLOWS:
1. PREAMBLE
The preamble is an integral part of the present agreement.
2. SUBSCRIPTION DESCRIPTION
By signing this Agreement, the Client obtains a Subscription for an indeterminate period in order to obtain a promotional code granting a 10% discount on Products sold at regular price, before tax, on the Company's website. The promotional code will be issued upon receipt of the counterparty logo provided for herein.
In addition, Client will receive the benefits described in Appendix A.
3. CLIENT CERTIFICATIONS
3.1 Intellectual property.
The Client certifies that it is the exclusive owner of all intellectual property rights relating to the information transmitted to the Company or that it holds the rights allowing it to use such information, in particular its name, logo, trademark or any other intellectual property. The Client also certifies that it grants the Company digital reproduction and adaptation rights for the exclusive purpose of carrying out the Contract.
3.2 Disclosure.
The Client has not failed to disclose any material fact or information concerning its legal or financial situation, which would have the effect of altering its ability to honour the commitments entered into under the Contract or to disinterest the Company.
4. CLIENT OBLIGATIONS
4.1 Use of the promotional code
The Client undertakes to keep confidential the promotional code received from the Company for his Subscription and to use it only for his purchases. Any breach of this clause will result in immediate suspension of the Subscription.
4.2
The Client undertakes to respect all intellectual property belonging to the Company and not to use its name, image, logo or any other intellectual property of the Company, in any way whatsoever, without having first obtained its written permission.
4.3 Liability
The Client agrees to indemnify and hold the Company harmless from and against any and all claims, suits, actions, demands, including legal fees, whether based on meritorious cause or not, judgments and awards for damages to any person whatsoever arising out of the Client's breach of intellectual property or information transmitted to the Company for dissemination and approved by the Client.
4.4 Sale of Products
The Client undertakes to comply, at all times during the Subscription and thereafter, when applicable, with the terms and conditions provided on the website. www.bacpanier.ca. In particular, the Client agrees not to sell the Products on online sales sites (eg Marketplace, Kijiji, LesPAC, etc.).
5. OBLIGATIONS OF THE COMPANY
5.1 Execution
The Company undertakes to provide the Client with the Subscription in accordance to the terms and conditions set forth on its website and in this Agreement and its appendices, which appendices may be amended by the Company from time to time upon written notice.
5.2 Product Availability
The Company will take reasonable measures to ensure the availability of the Products offered for sale on its website. Notwithstanding the foregoing, the Company does not guarantee the availability of the Products and shall not be liable for any damages arising from the unavailability of a Product for any reason whatsoever.
6. SPECIFIC PROVISIONS
6.1 Non-assignability
The Contract is non-assignable; none of the rights, duties or obligations stated hereunder may be assigned or transferred by either party without the prior written authorization of the other party. Any attempted assignment or transfer of any rights, duties or obligations under the Agreement shall be null and void.
6.2 Statement
The parties expressly declare and acknowledge that the essential stipulations of the Contract have not been imposed by either of them, but on the contrary, they have been freely discussed between them.
Furthermore, each of the parties, having obtained adequate explanations on the nature and scope of each of the essential stipulations of the Contract and having taken advice on their scope, declares itself satisfied with their readable and comprehensible state.
In consideration of the foregoing, each of the parties hereby expressly waives the right to invoke the nullity of any of the provisions of the Contract on the grounds that they are incomprehensible, illegible or abusive.
7. GENERAL PROVISIONS
7.1 Notices
Except as otherwise provided in the Agreement any notice required hereunder shall be sufficient if it is in writing and sent by a mode of communication that permits the sending party to prove that such notice was actually delivered to the receiving party at the address indicated at the beginning of the Contract or at any other address that the receiving party may make known in accordance with this section.
7.2 Election
The parties agree that for any claim or legal action, for any reason whatsoever relating to the Contract, to elect the judicial district of Bedford, province of Quebec, Canada, as the proper place for the hearing of such claim or legal proceeding to the exclusion of any other judicial district which may have jurisdiction over such dispute as prescribed by law.
7.3 Modifications
The Contract may be modified or altered in whole or in part, by mutual agreement between the parties. Any such change or modification shall only take effect from the date on which it is recorded in a writing duly signed by the parties and appended to the Contract.
7.4 Non-waiver
A party's silence, negligence or delay in exercising a right or a remedy granted to it under the Contract shall never be construed against such party as a waiver of its rights and remedies, as long as the conventional or legal prescription provided for the exercise of such right or remedy has not expired.
8. DURATION OF THE CONTRACT
This Agreement is for an indefinite period.
9. ENTRY INTO FORCE
The Contract comes into force when the form is sent. Or the form is sent.
10. TERMINATION OF THE CONTRACT
10.1 Termination by the Company
The Company may, at any time, by means of a written notice sent to the Client to that effect, terminate the Agreement, within FIVE (5) days of said notice, in any of the following cases:
- if the Client fails to pay any amount due and owing under the Agreement;
- if the Client defaults on any of its obligations under this Agreement;
- if the Client institutes proceedings under any laws relating to insolvency or bankruptcy or if any proceedings under such laws are instituted against the Client.
10.2 Termination by the Client
The Company expressly waives its right of termination under article 2125 of the Civil Code of Quebec and undertakes to respect the term provided for in the Contract.
APPENDIX A - The advantages of the subscription
- Membership entitles you to a 10% discount on all products at regular prices.
- Members receive exclusive offers and new products via the Bac & Panier newsletter.
- Members are listed on THE PROS directory, on the bacpanier.ca website.