Paper E. Clips Inc. Wholesale Terms and Conditions

Effective Date: January 1, 2024

These Terms and Conditions (“Agreement”) govern the sale of greeting cards and related products (“Products”) by Paper E. Clips Inc. (“Seller,” “we,” “us,” or “our”) to retailers, resellers, or other buyers (“Buyer” or “you”) in Canada. By placing an order with Paper E. Clips Inc., the Buyer agrees to be bound by the terms and conditions set forth below.

1. Agreement Overview

1.1 Acceptance of Terms
By placing an order with Paper E. Clips Inc., the Buyer acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions. Any terms or conditions provided by the Buyer that differ from or are in addition to those set forth in this Agreement shall be void and of no effect unless expressly agreed to in writing by Paper E. Clips Inc.

1.2 Amendments
Paper E. Clips Inc. reserves the right to modify, update, or change these Terms and Conditions at any time. Changes will become effective immediately upon posting to our website or notifying the Buyer. It is the Buyer’s responsibility to review these Terms and Conditions periodically.

2. Orders and Pricing

2.1 Order Placement
Orders may be placed via our website, by phone, email, or other methods agreed upon by both parties. Orders are not binding until accepted by Paper E. Clips Inc. through written confirmation or fulfillment of the order.

2.2 Pricing
All prices are in Canadian dollars (CAD) and are subject to change without notice. Prices quoted do not include applicable taxes, shipping fees, or other charges, which will be added to the total invoice at the time of shipment.

2.3 Minimum Order Requirements
Paper E. Clips Inc. may impose minimum order quantities or dollar amounts at its sole discretion. Any order that does not meet these requirements will be subject to rejection or adjustment.

3. Payment Terms

3.1 Payment Methods
We accept payment via credit card, electronic funds transfer, or other methods as approved by Paper E. Clips Inc. Payments must be made in full before the shipment of Products unless otherwise agreed to in writing.

3.2 Credit Terms
For approved accounts, Paper E. Clips Inc. may extend credit terms. Credit terms are subject to review and approval. If the Buyer’s account becomes overdue, Paper E. Clips Inc. reserves the right to suspend or cancel future orders and/or charge interest on overdue amounts at a rate of 1.5% per month, or the maximum rate allowed by law, whichever is less.

3.3 Late Payments
In the event of non-payment or late payment, the Buyer agrees to reimburse Paper E. Clips Inc. for any costs incurred in the collection of overdue amounts, including but not limited to legal fees, collection agency fees, and court costs.

4. Shipping and Delivery

4.1 Shipping
All Products are shipped via a carrier chosen by Paper E. Clips Inc. unless otherwise specified. Shipping costs are the responsibility of the Buyer unless agreed otherwise in writing. Risk of loss or damage to the Products passes to the Buyer upon delivery to the carrier.

4.2 Delivery Time
Delivery times are estimated and not guaranteed. Paper E. Clips Inc. is not responsible for delays due to shipping carrier issues, weather, or other factors beyond our control.

4.3 Inspection of Goods
The Buyer must inspect all Products upon receipt. Any defects, discrepancies, or damages must be reported to Paper E. Clips Inc. within 5 business days of receipt of the Products. Failure to notify us within this period will constitute acceptance of the Products.

5. Returns and Damaged Goods

5.1 Returns
Returns will only be accepted if the Products are defective or were shipped in error by Paper E. Clips Inc. Returns must be pre-authorized by Paper E. Clips Inc. and are subject to a restocking fee at our discretion. The Buyer is responsible for return shipping costs unless the return is due to an error by Paper E. Clips Inc.

5.2 Damaged Goods
If the Products are damaged during shipment, the Buyer must notify Paper E. Clips Inc. immediately and file a claim with the carrier. Paper E. Clips Inc. is not responsible for damage occurring during shipping but will assist in resolving any claims with the carrier.

6. Ownership and Intellectual Property

6.1 Title and Risk
Title to the Products remains with Paper E. Clips Inc. until full payment has been received. Risk of loss or damage to the Products passes to the Buyer upon delivery to the carrier.

6.2 Intellectual Property
All trademarks, logos, designs, and other intellectual property associated with the Products are owned by Paper E. Clips Inc. or its licensors. The Buyer agrees not to infringe upon or misuse these intellectual property rights. The Buyer is granted a limited, non-exclusive license to resell the Products in the ordinary course of its retail business.

7. Limitation of Liability

7.1 No Liability for Consequential Damages
To the fullest extent permitted by law, Paper E. Clips Inc. shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits or business interruption, arising out of or in connection with the sale, use, or inability to use the Products, even if Paper E. Clips Inc. has been advised of the possibility of such damages.

7.2 Maximum Liability
In no event shall Paper E. Clips Inc.'s liability exceed the amount paid by the Buyer for the Products that are the subject of the claim.

7.3 Disclaimer of Warranties
Paper E. Clips Inc. makes no warranties, express or implied, regarding the Products except as specifically stated in this Agreement. Paper E. Clips Inc. does not warrant that the Products will meet the Buyer’s requirements or be error-free.

8. Indemnification

The Buyer agrees to indemnify, defend, and hold harmless Paper E. Clips Inc., its officers, employees, agents, and affiliates from and against any and all claims, damages, liabilities, losses, and expenses (including legal fees) arising out of or in connection with the Buyer’s use, resale, or distribution of the Products.

9. Force Majeure

Paper E. Clips Inc. shall not be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is due to events or circumstances beyond its reasonable control, including but not limited to acts of God, labor disputes, shipping delays, or governmental actions.

10. Governing Law and Dispute Resolution

10.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law principles.

10.2 Dispute Resolution
Any dispute arising from this Agreement shall be resolved through binding arbitration conducted in Ontario, Canada, in accordance with the rules of the [Arbitration Association]. The prevailing party in any dispute shall be entitled to recover reasonable legal fees and costs.

11. Miscellaneous

11.1 Severability
If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

11.2 Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings.

11.3 Assignment
The Buyer may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Paper E. Clips Inc.

Contact Information:

For questions or concerns regarding these Terms and Conditions, please contact us at:

Paper E. Clips Inc.
132 Railside Road, Unit #5
North York, ON, M3A 1A3
Phone: (416) 510-1494
Email: hello@papereclips.com
Website: www.papereclips.com | www.shop.papereclips.com

By placing an order with Paper E. Clips Inc., the Buyer acknowledges and agrees to these Terms and Conditions.