PrimoCare Payment Terms
The Covid-19 Coronavirus has created a unique environment for the procurement of PPE (Personal Protective Equipment) and related Products. Raw material costs are extremely volatile with prices rising nearly every 24 hours. Large quantities of these materials must be purchased in advance of production. Manufacturing facilities are requiring prepayment of all orders before production begins. This necessitates tremendous capital output in advance of all shipments. Additionally, orders are non cancellable, particularly for customs clearance reasons.
For this reason, Primo is requiring a minimum of thirty percent (30%) deposit on all orders and for qualifying customers requesting credit terms, balance shall be due 15 days after orders ship from our manufacturing facilities. Non established accounts are required to provide a minimum deposit of thirty percent (30%) with the balance paid in full before shipment. Traditional credit terms may resume at a later date, when conditions stabilize.
Due in large part to the extraordinary demand, increasing material costs and escalating Air Freight Rates, pricing is volatile. Prices quoted are only confirmed upon receipt of final order confirmation. Thank you for your understanding and as always thank you for your business.
General Terms and Conditions
I. Scope of Application
The General Terms and Conditions (“General Terms”) hereinafter set forth shall exclusively apply to all transactions with Primo International, Montreal, Quebec, Canada.
The General Terms as amended from time to time shall also apply to future transactions even if in a particular case they have not been transmitted or otherwise delivered to the buyer.
II. Buyer’s General Terms and Conditions
Any differing or conflicting general terms of the buyer shall not be applicable to any transaction and are hereby rejected. Consequently, any variations from these General Terms shall be of no effect unless they have been agreed to in writing by Primo International.
III. Payment
Unless otherwise agreed upon between the buyer and Primo International in writing, invoices shall be paid without any deductions within 30 business days following receipt of the invoice. In the event of failure to pay by the due date, Primo International shall be entitled to charge past-due interest in the amount of 3% on unpaid invoices monthly.
All bank charges shall be borne by the buyer.
A deposit of 30% is due at time of order. With approval of credit terms, balance is due 30 days from shipment of goods from the factory. All other orders must be paid in full at time of shipping. Once orders are confirmed, orders are non cancelable. All payments may be made by wire transfer. Credit Cards are accepted for payment, however a 3% additional fee will apply. Checks, ACH, Wire Transfer as forms of payment shall be accepted. In case of payment with such means of payment, payment shall be deemed to have been received as of the date on which the funds from such means of payment have become available to Primo International.
IV. Delivery
Primo International delivers “ex works”, unless otherwise agreed to. As a courtesy to the Buyer, Primo International may “land” the products to the Buyer.
In the event the Buyer arranges it’s own transportation of products, Buyer shall be responsible for obtaining insurance coverage against theft, breakage, transport, fire and water damage, as well as other insurable risks.
The risk shall pass to the buyer upon dispatch of shipment. This shall apply even in the case of partial shipments, and/or even if Primo International has assumed additional obligations such as freight or shipping charges, or direct delivery.
If dispatch or shipment is delayed due to circumstances for which the buyer is responsible, the risk shall pass to the buyer as of the date of notification of readiness for dispatch.
If the delivery of Primo International products is subject to the granting of an export or import license by a government and/or any governmental authority under any applicable law or regulation, or otherwise restricted or prohibited due to export or import control laws or regulations, Primo International may suspend its obligations and buyer’s rights regarding such delivery until such license is granted or for the duration of such restriction and/or prohibition, respectively, and Primo International may even rescind the transaction without incurring any liability towards the buyer. Furthermore, if an end-user statement is required, buyer shall inform Primo International thereof, and buyer shall provide Primo International with such document upon Primo International‘s first written request. If an import license is required, buyer shall inform Primo International immediately thereof and buyer shall provide Primo International with such document as soon as it is available. By accepting Primo International offer, entering into any transaction, and/or accepting any Primo International products, buyer agrees that it will not deal with the Primo International products and/or documentation related hereto in violation of any applicable export or import control laws and regulations.
V. Delivery Period
The period for delivery and performance starts upon dispatch of the acknowledgement and acceptance of the order by Primo International, but not before, if necessary, all technical details have been fully cleared up and agreed upon, all documentation, permits, approvals, clearances etc. to be supplied by the buyer have been provided, and only after any agreed upon down payment has been received by Primo International. Compliance with the delivery period or schedule shall be contingent upon performance of the buyer’s obligations.
The delivery deadline shall be deemed to have been met if, unless otherwise agreed upon, the products to be delivered have left the premises of Primo International‘s production plant prior to the expiry of such deadline.
Orders for Primo International products after Buyer receives order confirmation: Primo International products shall have a cancellation penalty of 50% of any cancelled order after receipt of order confirmation.
VI. Retention of Title
Until complete payment of the products delivered by Primo International and settlement of all claims from the business relationship with The Buyer.
Primo International reserves title to delivered products.
Products for which Primo International reserves title shall be maintained by the buyer as Primo International‘s escrow agent. The buyer shall be obliged to handle the goods carefully and to insure the products subject to retention of title with the due care and diligence of a prudent businessman, at least against damages VII. Duties of Inspection and Notice of Defectsderiving from fire, water and theft, and on request to provide evidence to the effect that this insurance has been taken out. The buyer already now assigns to Primo International his claims under this insurance by way of security.
VII. Duties of Inspection and Notice of Defects
The buyer shall be obliged to inspect the packaging and the products immediately upon delivery and to report any damage to the shipping agent.
Obvious defects, including but not limited to damages resulting from transport damages, shall be notified to Primo International in writing without delay, in any event within 10 days of receipt of the delivery at the latest.
The buyer loses the right to rely on a lack of conformity of the products if the buyer does not give notice to Primo International specifying the nature of the lack of conformity within 10 days after the buyer has discovered it or ought to have discovered it.
VIII. Warranty of Quality of New Primo International Products
The buyer’s warranty rights are determined by the applicable provisions of the laws of Quebec, unless otherwise provided in the provisions hereafter.
The buyer shall have no warranty claims if any deviations as to quality of the product delivered from the quality agreed on in the contract are only.
IX. Liability
Primo International shall not be liable for any damage resulting from non-compliance with the products, from unsuitable or improper storage and/or use of the Primo International products, from normal wear and tear, or from faulty or negligent handling by the buyer, nor for any damage caused by unsuitable components or parts or replacement materials, chemical, electrochemical, electrical, atmospheric and other unforeseeable influences, provided that any such damage is not predominantly attributable to any fault on the side of Primo International.
As Primo International is a General Sourcing company, it shall be held harmless and not liable, against lawsuits and claims for products sourced for the medical community as its sourcing purposes are for humanitarian needs.
X. Rights
Primo International reserves all proprietary rights and copyrights to and in any and all documents provided to the buyer, including but not limited to cost estimates, drawings, and technical documentation. Such documents may not be made available to any third parties without Primo International‘s prior written consent.
XI. Applicable National and/or International Laws, Rules and Regulations
The buyer shall comply with all applicable national and/or international laws.
XII. Place of Jurisdiction, and Governing Law
Exclusive Place of jurisdiction for any dispute arising under, out of, in connection with or relating to this Agreement shall be Quebec, Canada.