STANDARD TERMS AND CONDITIONS
Welcome to Centred.ca, an online publishing magazine.
Please review our Terms and Conditions that govern the use of this website.
- TERMS OF AGREEMENT. These terms and conditions, the online Purchase Order to which these terms and conditions are attached, and any specifications, including the use of images, and specific instructions, , and other written attachments to the Purchase Order constitute the entire and exclusive agreement (collectively the “Agreement”) between Buyer and Seller for the purchase of the Products and Services described in the Purchase Order. This Agreement supersedes all prior and contemporaneous oral and written communications relating to the same Products or Services described in the Purchase Order. Any terms or conditions contained in any invoice or other document Seller submits to Buyer with respect to the transaction shall be ineffectual, null and void, and at all times the terms of this Agreement shall control. Notwithstanding the foregoing, if there is a written master agreement executed between Buyer and Seller covering the procurement of the Products or Services described in the Purchase Order, the terms of such master agreement will prevail over any inconsistent or conflicting terms in this Agreement.
- DEFINITIONS. “Claims” means any or all of the following: claims, liabilities, damages, penalties, personal injuries, losses, judgments, costs, or expenses (including reasonable fees of counsel and expenses and other legal costs, in each case on a full indemnity basis), including without limitation those related to the injury or death of persons and the damage or destruction of property. “Products” means the goods to be purchased by Buyer as specified in the Purchase Order. “Services” means the services that Seller is to perform for Buyer as specified in the Purchase Order. “Affiliate” in relation to any entity (which includes a limited partnership or a joint venture), means any other entity which directly or indirectly controls, is controlled by, or is under common control with such entity, and the word “controls” means (i) the ability, directly or indirectly, to effect the direction of the management or policies of the entity, or (ii) holding, whether directly or indirectly as owner or other beneficiary, securities or ownership interests sufficient to elect or appoint 50% or more of the individuals who are responsible for the supervision or management of such person, whether direct or indirect and whether through the ownership of securities or ownership interest or by contract, trust, or otherwise. “Buyer Indemnified Parties” means (a) Buyer and its Affiliates (and the Buyer’s limited partners where Buyer is a limited partnership), (b) the owner of the wind farm project (if such owner is not the Buyer) for which the Products or Services are intended to be used and its Affiliates (and such owner’s limited partners where such owner is a limited partnership),(c) those for whom Buyer may act as agent, and (d) each of the respective directors, officers, shareholders, employees of any of the entities referenced in subsections (a) to (c) above inclusive.
- INVOICES AND TAXES. Invoices must contain the following information (when applicable): material number, description of the Products and/or Services, date Image Ad and/or Event Listing will commence being published on the website, and the length of time that the ad will be published on the website. The Image Ad and/or Event listing will be paid in full on or before the agreed upon start date of the Image Ad and/or Event Listing is to commence. Seller is responsible for all taxes, and related charges and other costs whatsoever, other than any applicable Sales Taxes. To the extent that applicable laws in Canada require Seller to collect from Buyer any sales, use, service, value added, goods and service, or harmonized sales taxes with respect to any Products or Services provided by Seller under this Purchase Order (collectively, “Sales Taxes”), then (1) Seller shall reflect such Sales Taxes separately other amounts stated on the invoice and Seller shall comply with all invoicing disclosure requirements including those prescribed by the Input Tax Credit Information (GST/HST) Regulations under the Excise Tax Act (Canada), and any other applicable law in than those offered to any other customer of Seller for similar goods and/or services purchased in similar quantities.
- PRICES. The Seller sets the pricing with each Buyer and will be left to the Sellers discretion.
- INVOICES AND TAXES. Invoices must contain the following information (when applicable): the complete and exact wording and relevant image for the Image Ad and Event Listing that is to be posted on the website. Notwithstanding anything else contained herein, if any amounts (including, without limitation, any taxes) are required by applicable laws in Canada to be deducted, withheld, and/or remitted by Buyer from any amount payable to or for the benefit of the Seller pursuant to this Agreement, Buyer shall be entitled to withhold, deduct, and remit such amounts from any payments otherwise owing to Seller under this Agreement. Seller is responsible for all taxes, duties, tariffs, fees, imposts, levies, charges (including customs duties and import charges), and other costs whatsoever, other than any applicable Sales Taxes. To the extent that applicable laws in Canada require Seller to collect from Buyer any sales, use, service, value added, goods and service, or harmonized sales taxes with respect to any Products or Services provided by Seller under this Purchase Order (collectively, “Sales Taxes”), then (1) Seller shall reflect such Sales Taxes separately other amounts stated on the invoice and Seller shall comply with all invoicing disclosure requirements including those prescribed by the Input Tax Credit Information (GST/HST) Regulations under the Excise Tax Act (Canada), and any other applicable law in Canada, (2) Buyer shall pay Seller the Sales Taxes that are legally payable by Buyer as reflected on such invoice or Buyer may contest such amount if Buyer believes the payment of any such tax would be in error, and (3) Seller shall pay and remit all applicable Sales Taxes to the appropriate taxing authority in a timely fashion and shall indemnify and hold Buyer Indemnified Parties harmless from any failure by the Seller to collect, remit or pay such Sales Taxes. Seller represents that, for purposes of the Excise Tax Act (Canada) (the “ETA”), Seller is not a non-resident of Canada, is carrying on business in Canada, and is registered pursuant to Part IX of the ETA. If Seller is no longer registered under Part IX of the ETA or becomes a non-resident of Canada under the ETA, Seller shall promptly notify Buyer of such status change and shall comply with the ETA in respect of such non-residency status.
Notwithstanding anything else contained herein, if any amounts (including, without limitation, any taxes) are required by applicable laws in Canada to be deducted, withheld, and/or remitted by Buyer from any amount payable to or for the benefit of the Seller pursuant to this Agreement, Buyer shall be entitled to withhold, deduct, and remit such amounts from any payments otherwise owing to Seller under this Agreement
- DELIVERY (Publishing schedule). Events and Advertising is updated on the 10th of the month. The Seller is responsible for publishing with accuracy the” Image Advertising” and/or “Events Listing” on the Centred.ca website, the Seller shall immediately notify Buyer of any anticipated or potential delay in the publishing date. Completion of agreement shall not be deemed to be complete until the items has been confirmed correct and accepted by Buyer.
- CHANGES. Buyer may at any time request changes in writing to the published Image Ad or Event. However, the seller reserves the right to make requested changes on the publishing day of the month.