Terms and Conditions of Sale
As of June 10, 2025
Allied Cans Limited
(a) These Terms and Conditions of Sale ("Terms") govern all sales of products ("Products") by Allied Cans Limited ("Seller") to any purchaser ("Buyer"). These Terms, together with any Order Confirmation issued by Seller and all other documents that are referred to herein, attached hereto or signed by the Parties and referencing the transaction (collectively, the “Agreement”), constitute the complete terms governing the sale of the Products. The term “Parties” means the Buyer and Seller, and “Party” means either of them.
(b) The Agreement sets forth the entire agreement between the Parties hereto regarding this transaction and supersedes any prior discussions, agreements, or understandings, whether written or verbal.
(c) A purchase order (“Order”) received by Seller from a Buyer shall only be effective upon the issuance of a written order confirmation by Seller ( “Order Confirmation”). Seller reserves the right to reject or modify any Order before issuing an Order Confirmation. If Buyer has submitted or hereafter submits an Order or other document to Seller regarding this transaction and such document contains any terms or conditions that are in addition to or inconsistent with the terms and conditions set out in the Agreement, such additional or inconsistent terms or conditions are expressly rejected by Seller and are not binding on Seller. Any fulfillment of an Order by Seller does not constitute acceptance of any alternative terms proposed by the Buyer.
(b) The Agreement sets forth the entire agreement between the Parties hereto regarding this transaction and supersedes any prior discussions, agreements, or understandings, whether written or verbal.
(c) A purchase order (“Order”) received by Seller from a Buyer shall only be effective upon the issuance of a written order confirmation by Seller ( “Order Confirmation”). Seller reserves the right to reject or modify any Order before issuing an Order Confirmation. If Buyer has submitted or hereafter submits an Order or other document to Seller regarding this transaction and such document contains any terms or conditions that are in addition to or inconsistent with the terms and conditions set out in the Agreement, such additional or inconsistent terms or conditions are expressly rejected by Seller and are not binding on Seller. Any fulfillment of an Order by Seller does not constitute acceptance of any alternative terms proposed by the Buyer.
(a) The prices for all Products will be as specified in the Order Confirmation. Any preliminary estimates provided before final confirmation of an Order by Seller are for reference only and may be adjusted by Seller upon further review. Seller reserves the right to adjust the confirmed price up until the date of delivery if any factors affecting pricing change, even if such changes were foreseeable at the time of the quotation. These factors may include, but are not limited to, fluctuations in the cost of raw materials and components, wages, salaries, CPP and EI contributions, government charges, freight costs, and insurance premiums. Unless otherwise agreed in writing, prices do not include shipping, handling, customs charges, customs hold charges, storage charges, or any applicable taxes, including sales tax, excise duties, tariffs, or other government-imposed fees. The Buyer is responsible for covering these costs directly or reimbursing Seller if Seller is required to collect and remit them.
(b) Under no circumstances will Buyer have a right of set-off. If Buyer fails to make any payment as required, Buyer agrees to indemnify Seller for all associated costs incurred by Seller, including reasonable legal fees and expenses.
(b) Under no circumstances will Buyer have a right of set-off. If Buyer fails to make any payment as required, Buyer agrees to indemnify Seller for all associated costs incurred by Seller, including reasonable legal fees and expenses.
The Buyer must pay all invoiced amounts as specified in the Order Confirmation or, if not stated, within 30 days of the invoice date. Payments must be made in the currency specified on the invoice via wire transfer, cheque, ACH or EFT. If the Buyer fails to make a payment on time, Seller may suspend further deliveries, require financial assurances, and/or charge interest at the greater of 1.5% per month or the maximum rate allowed by law, along with any collection costs, including legal fees.
By placing an Order, the Buyer acknowledges and accepts full knowledge of Seller’s technical product specifications for the applicable products. Seller does not assume responsibility for product compatibility testing or the selection of appropriate containers. The Buyer is solely responsible for ensuring that the selected container and materials are suitable for the intended contents and transportation requirements.
Unless otherwise agreed in the Order Confirmation, all shipments will be made EXW (Incoterms 2020) from Seller’s facility or another location designated by Seller. If requested, Seller may at its discretion arrange shipping at Buyer’s expense plus an administrative fee of 10-12% of the shipping cost. Risk of loss or damage transfers to the Buyer once the Products are made available at Seller’s facility, after which the Buyer assumes full responsibility for handling, transportation, storage, and use. Should the Seller agree to ship DAP (Incoterms 2020), risk of loss transfers to the Buyer upon delivery to the agreed destination. The Buyer is responsible for any insurance costs related to the Products and customs clearing. All shipping dates provided by Seller are estimates and not guarantees. Seller reserves the right to modify expected shipping dates. While Seller will make commercially reasonable efforts to meet scheduled shipping dates, it is not liable for delays caused by factors beyond its control.
The Buyer must inspect the Products upon receipt and notify the Seller in writing of any shortages, defects, or non-conformities within 10 days after receipt. Failure to do so constitutes acceptance of the Products. If any Products are claimed to be defective or non-conforming, such non-conforming Products shall not affect the remaining Products. Freight carriers sign for shipments in undamaged condition and are responsible for delivering them in the same manner. Under EXW terms, claims for delivery damage must be filed directly with the freight carrier, regardless of whether shipping was arranged by the Buyer or the Seller. Under DAP terms, the Seller will file claims for delivery damage, but the damage must be noted on the bill of lading or proof of delivery at the time of delivery. The Seller’s standard packaging is not designed for shipping via Canada Post, UPS, or FedEx. If the Buyer chooses to use these carriers, they assume all risks for any damages that may occur in transit. Additionally, the Buyer must provide their carrier account number upon request if selecting these shipping options.
Seller may ship up to 10% more or less than the quantity confirmed in the Order Confirmation. The Buyer must accept and pay for the actual quantity shipped within this range, which will be considered full fulfillment of the Order. The Buyer may not reject or dispute the Order due to any surplus or shortfall and must pay the confirmed price. Prior to the lithography process, Seller will provide the Buyer with flat proofs for approval in paper and PDF formats, representing colour process printing and artwork positioning. The final appearance may vary, as overtop varnishes can alter colour based on the specified varnish and artwork. Additionally, steel is a dark substrate subject to natural variances that may cause lithography to appear lighter or darker than the approved proof, and Buyer acknowledges that such variations do not constitute defects. Seller reserves the right to label products with its company name, logos, trademarks, or other applicable markings.
Seller does not accept returns. Once an Order is confirmed, it becomes binding, and the Buyer is obligated to purchase the specified volume of Products. Lithography and made-to-order Products are non-returnable under any circumstances. All lithography orders must be delivered within 12 months following the lithography Order Confirmation. Order cancellations may result in charges for costs incurred.
(a) Exclusive Warranty. Seller warrants that the Products shall, for a period of six (6) months from the date of delivery, be free from defects in workmanship and materials only under normal and proper use, operating, and storage conditions. This warranty is extended solely to Buyer and not to any successive buyers, users or other third parties.
(b) Buyer Remedy. In the event of a breach of the warranty set forth above, Seller’s sole liability and Buyer’s sole and exclusive remedy will be for Seller (at Seller’s sole option) to repair, replace, or credit the purchase price to Buyer for any Product that fails to conform to the warranty, provided that (i) during the warranty period, Seller is notified in writing of such non-conformity with a detailed explanation of any alleged non-conformity no later than 10 days from discovery of the non-conformity; (ii) Seller is given a reasonable opportunity to investigate all claims, including reviewing samples of the allegedly non-conforming Product; and (iii) Seller’s examination of such Product confirms the alleged non-conformity and that the non-conformity was not caused by accident, misuse, neglect, unauthorized alteration or improper packing, storage, or distribution. No Products may be returned to Seller until inspection and written approval by Seller. In no event shall Seller incur any liability, and Buyer hereby fully releases Seller from any and all liability, where the Products are not used, packed, stored and/or distributed in accordance with good business practices, or where the alleged damage results from rust or outside corrosion occurring after receipt of Products by Buyer or from improper capping, closing, crimping or filling operations by the Buyer, or from the use of parts other than those supplied by Seller. Except as otherwise specifically agreed by Seller in writing, Seller makes no representation of compliance with the regulations or standards issued by any government agency or any applicable safety and health statutes or regulations.
(b) Buyer Remedy. In the event of a breach of the warranty set forth above, Seller’s sole liability and Buyer’s sole and exclusive remedy will be for Seller (at Seller’s sole option) to repair, replace, or credit the purchase price to Buyer for any Product that fails to conform to the warranty, provided that (i) during the warranty period, Seller is notified in writing of such non-conformity with a detailed explanation of any alleged non-conformity no later than 10 days from discovery of the non-conformity; (ii) Seller is given a reasonable opportunity to investigate all claims, including reviewing samples of the allegedly non-conforming Product; and (iii) Seller’s examination of such Product confirms the alleged non-conformity and that the non-conformity was not caused by accident, misuse, neglect, unauthorized alteration or improper packing, storage, or distribution. No Products may be returned to Seller until inspection and written approval by Seller. In no event shall Seller incur any liability, and Buyer hereby fully releases Seller from any and all liability, where the Products are not used, packed, stored and/or distributed in accordance with good business practices, or where the alleged damage results from rust or outside corrosion occurring after receipt of Products by Buyer or from improper capping, closing, crimping or filling operations by the Buyer, or from the use of parts other than those supplied by Seller. Except as otherwise specifically agreed by Seller in writing, Seller makes no representation of compliance with the regulations or standards issued by any government agency or any applicable safety and health statutes or regulations.
Except for the above warranty, Seller expressly disclaims and makes no other warranty or representation of any kind, express or implied, including without limitation, warranty of merchantability, fitness for a particular purpose, or otherwise. Buyer hereby agrees that Seller shall have no other or further obligation or liability arising out of or in connection with the sale of the Products. In no event shall Seller have any liability for damages in an amount exceeding the purchase price of the Products sold to Buyer. Seller shall not be liable for special, indirect or consequential damages, loss of profits or production or commercial loss in any way connected with the Products, whether such claim is based in contract, warranty, negligence or strict liability.
Seller shall not be liable for any failure to perform resulting from causes beyond its control, including but not limited to earthquakes, fires, floods, natural disasters, strikes or other labour disturbances, supply shortages, riots, accidents, wars, civil disturbances, embargoes, epidemics, pandemics, sabotage, theft, acts of terrorism, acts of God, or governmental actions.
The Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario. Each of the Buyer and Seller hereby submits to the exclusive jurisdiction of the courts of the Province of Ontario.
(a) Waiver. No failure or delay by Seller in exercising any right and no course of dealing between the Parties shall operate as a waiver of rights by Seller.
(b) Assignment. Buyer may not assign its rights hereunder without Seller’s prior written consent.
(c) Binding Effect. The Agreement shall inure to and shall be binding upon the Parties and their respective heirs, representatives, successors and assigns.
(d) Severability. If any provision of the Agreement is rendered ineffective or invalid, such provision shall not invalidate any other provision of the Agreement.
(e) Amendment. No provision in the Agreement may be changed or waived unless in writing and signed by the Parties.
(f) Headings. Headings in the Agreement are included for convenience of reference only and shall not constitute a part of the Agreement for any other purpose or be given any substantive effect.
(g) Notice. Any notice, request, instruction or other communication to be given under the Agreement shall be in writing and shall be deemed to have been given: (i) when received if given in person; (ii) on the date of transmission if sent by facsimile, e-mail or other wire transmission; (iii) upon delivery, if delivered by a reputable commercial courier service providing next day delivery service; or (iv) three days after being deposited in the mail, certified or registered mail, return receipt requested, postage prepaid.
(b) Assignment. Buyer may not assign its rights hereunder without Seller’s prior written consent.
(c) Binding Effect. The Agreement shall inure to and shall be binding upon the Parties and their respective heirs, representatives, successors and assigns.
(d) Severability. If any provision of the Agreement is rendered ineffective or invalid, such provision shall not invalidate any other provision of the Agreement.
(e) Amendment. No provision in the Agreement may be changed or waived unless in writing and signed by the Parties.
(f) Headings. Headings in the Agreement are included for convenience of reference only and shall not constitute a part of the Agreement for any other purpose or be given any substantive effect.
(g) Notice. Any notice, request, instruction or other communication to be given under the Agreement shall be in writing and shall be deemed to have been given: (i) when received if given in person; (ii) on the date of transmission if sent by facsimile, e-mail or other wire transmission; (iii) upon delivery, if delivered by a reputable commercial courier service providing next day delivery service; or (iv) three days after being deposited in the mail, certified or registered mail, return receipt requested, postage prepaid.