Thee Corn Stand Inc.

Terms and Conditions for the Sale of Goods

  1. Applicability.
    1. These terms and conditions (these "Terms") are the only terms which govern the sale of the fresh produce ordered using Thee Corn Stand Inc.’s online storefront (the "Goods").
    2. Throughout these Terms “Seller” means Thee Corn Stand Inc.
    3. Throughout these Terms “Buyer” means anyone who places an order using Thee Corn Stand Inc.’s online storefront.
    4. The accompanying confirmation of sale (the "Sales Confirmation" and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Fulfilment of the Buyer's order does not constitute acceptance of any of the Buyer's terms and conditions and does not serve to modify or amend these Terms.
  2. Delivery.
    1. The Goods will be delivered within a reasonable time after the receipt of the Buyer's purchase order, and subject to the availability of the fresh produce ordered. The Seller shall not be liable for any delays in delivery.
    2. The Seller shall deliver the Goods to the address provided by the Buyer at the time of purchase (the "Delivery Point") using the Seller's standard methods for packaging and shipping such Goods. Upon delivery of the Goods at the Delivery Point, the Seller shall not be liable for any loss, damage, or spoilage and the risk for same shall pass to the Buyer.
  3. Non-Delivery.
    1. The quantity of Goods as recorded by the Seller on dispatch from the Seller's place of business is conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
    2. The Seller shall not be liable for any non-delivery of Goods (even if caused by the Seller's negligence) unless the Buyer gives written notice to the Seller of the non-delivery within three (3) days of the date when the Goods were purchased from the Seller’s online storefront.
    3. Any liability of the Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or providing a refund to the Buyer which reflects the actual quantity of Goods delivered.
    4. The Buyer acknowledges and agrees that the remedies set forth in Section 3 are the Buyer's exclusive remedies for the non-delivery of Goods. All sales of Goods to the Buyer are made on a one-way basis and the Buyer has no right to return Goods purchased under this Agreement to the Seller.
  4. Quantity.  If the Seller delivers to the Buyer a quantity of Goods of up to 10% more or less than the quantity set forth in the Sales Confirmation, the Buyer shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods the price set forth in the Sales Confirmation adjusted pro rata.
  5. Amendment and Modification. These Terms may only be amended or modified in a written document which specifically states that it amends these Terms and is signed by an authorized representative of each party.
  6. Inspection of Non-Conforming Goods.
    1. "Non-Conforming Goods" means only the following:
      1. the fresh produce which was shipped is different than that identified in the Sales Confirmation; or
      2. the fresh produce's label or packaging incorrectly identifies its contents. 
    2. The Buyer shall inspect the Goods within 12 hours of delivery (the "Inspection Period"). The Buyer will be deemed to have accepted the Goods unless it notifies the Seller in writing of any Non-Conforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by the Seller.
    3. If the Buyer notifies the Seller of any Non-Conforming Goods within the Inspection Period, the Seller shall, in its sole discretion,
      1. replace such Non-Conforming Goods with conforming Goods, or
      2. credit or refund the Price for such Non-Conforming Goods, together with any reasonable shipping and handling expenses incurred by the Buyer in connection therewith.
    4. The Buyer shall return, at its expense and risk of loss, the Non-Conforming Goods to the Seller's facility located at 1027 Gordon Street, Guelph, ON. If the Seller exercises its option to replace Non-Conforming Goods, the Seller shall, after the Buyer's Non-Conforming Goods have been returned, ship to the Buyer, at the Buyer's expense and risk of loss, the replaced Goods to the Delivery Point.
    5. The Buyer acknowledges and agrees that the remedies set forth in Section 6(c) are the Buyer's exclusive remedies for the delivery of Non-Conforming Goods. Except as provided under Section 6(c), all sales of Goods to the Buyer are made on a one-way basis and the Buyer has no right to return Goods purchased under this Agreement to the Seller.
  7. Price.
    1. The Buyer shall purchase the Goods from the Seller at the prices (the "Prices") set forth in the Sales Confirmation.
    2. The Sales Confirmation shall list all harmonized sales tax, goods and services tax, provincial sales tax, value added tax, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by the Buyer. The Buyer shall be responsible for all such charges, costs and taxes.
  8. Payment Terms. The Buyer shall pay the full amount due to the Seller at the time of purchase. The Buyer shall make all payments hereunder in Canadian dollars.
  9. Limited Warranty. THE SELLER MAKES NO CONDITION OR WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY CONDITION OR WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. 
  10. Limitation of Liability.
    1. IN NO EVENT SHALL THE SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY THE BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY THE BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    2.  IN NO EVENT SHALL THE SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED TEN TIMES (10x) THE TOTAL OF THE AMOUNTS PAID TO THE SELLER FOR THE GOODS SOLD HEREUNDER OR $500, WHICHEVER IS LESS. 
    3. The limitation of liability set forth in Section 12(b) shall not apply to (i) liability resulting from The Seller's gross negligence or wilful misconduct and (ii) death or bodily injury resulting from the Seller's acts or omissions.
  11. Waiver.  No waiver by the Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by the Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  12. Confidential Information.  All non-public, confidential or proprietary information of the Seller, including but not limited to documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by the Seller to the Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by the Seller in writing. Upon the Seller's request, the Buyer shall promptly return all documents and other materials received from the Seller. The Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Buyer at the time of disclosure; or (c) rightfully obtained by the Buyer on a non-confidential basis from a third party.
  13. Force Majeure.  The Seller shall not be liable or responsible to the Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
  14. No Third-Party Beneficiaries.  This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
  15. Governing Law.  All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
  16. Submission to Arbitration.  Any legal suit, action, litigation or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, shall be determined by way of arbitration pursuant to Ontario’s Arbitration Act, and each party irrevocably submits to the exclusive jurisdiction of the appointed arbitrator in any such suit, action, litigation or proceeding. 
  17. Notices.  All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid).
  18. Severability.  If any term or provision of this Agreement is invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement.
  19. Survival.  Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidential Information, Governing Law, Submission to Arbitration and Survival.