The Customer’s attention is drawn in particular to the provisions of clause 9

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Effective Date of Current Policy: December 29, 2020

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1. Definitions and Interpretation

1.1    In these Conditions, the following definitions apply:

Monarch: means the relevant Group Monarch International Inc. and or Subcontractor, and or Monarch Group of Companies as specified in the Order;

Monarch means Group Monarch International (4179412 Canada Inc.),  or any other company whose ultimate manufacture the  Goods and/ or Service to Group Monarch Internatinal Inc. who has their registered office at 366 Windermere Rd., Beaconsfield, Quebec, Canada H9W 1W7.

Business Day: means a day (other than a Saturday, Sunday, or public holiday) Monday through Friday, form 9 am to 5 pm.;

Conditions: means the terms and conditions set out in this document, as amended from time to time in accordance with clause 12.9;

Confidential Information: means any and all information provided by either Party under the Contract that is either: (i) marked as being confidential (or in the case of verbal discussions is later confirmed in writing to be confidential); or (ii) information (however communicated) that is of a type that the other Party could reasonably have been expected to know that the information was confidential;

Contract: means any contract between the Parties for the sale and purchase of the Goods, which incorporates these Conditions, the Specification, and the Sales Order Confirmation;

Customer: means the person who is purchasing the Goods from Monarch under the Contract, as identified in the Sales Order Confirmation;

Force Majeure Event: means has the meaning given in clause 12.1;

Goods: means the goods (or any part of them) to be supplied under the Contract, as identified in the Sales Order Confirmation;

Key Materials: means yarn and any other raw material which is integral to the manufacture of the Goods;

Order: means the Customer’s order for the Goods, as described in clause 2.3;

Party: means, as appropriate, either of Monarch or the Customer (and, collectively, the Parties);

Sales Order Confirmation: means Monarch’s written confirmation of the Order for the Goods, incorporating these Conditions; and

Specification: any specification for the Goods that is agreed in writing by the Parties, as described in clause 3.1.

1.2    In these Conditions, the following rules apply, unless a contrary intention appears:

1.2.1      a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.2      a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted, and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.3      any phrase introduced by the terms including, include, in particular, or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms; and

1.2.4      a reference to writing or written includes faxes and e-mails.

2. Basis of contract

2.1    Subject to clause 12.8, these Conditions apply to the Contract to the exclusion of all other terms and conditions, including any terms that the Customer may seek to impose or incorporate under any purchase order, confirmation of order or other documents, or which are implied by trade, custom, practice or course of dealing. No terms or conditions endorsed on, delivered with, or contained in an order, specification, or other documents will form part of the Contract simply as a result of such document being referred to in the Contract.

2.2    Unless Monarch has expressly confirmed otherwise in writing, any quotation that it may issue from time to time will be entirely non-binding and will not constitute an offer for the supply of the Goods.

2.3    Each Order will be deemed to be an offer by the Customer to purchase the Goods subject to these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable specification documents submitted by it are complete and accurate.

2.4    No Order will be deemed to have been accepted by Monarch, and no Contract will be formed until a Sales Order Confirmation has been issued by Monarch.

2.5    Any statements, samples, drawings, descriptive matter, or advertising produced by Monarch are produced for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of the Contract or have any contractual force.

2.6    The Contract constitutes the entire agreement between the Parties. Except as otherwise provided in these Conditions, all other terms, conditions, warranties, and representations (whether oral or in writing) are excluded from any contract between Monarch and the Customer, and these Conditions supersede any and all prior promises, representations, undertakings, or implications. The Customer hereby acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of Monarch which is not set out in the Contract.

2.7    Notwithstanding any other provision in this Contract, Monarch may perform any of its obligations and exercise and of its rights granted under this Contract through any Monarch Group Company. The Customer acknowledges and agrees that any act or omission of any Monarch Group Company in relation to Monarch’s rights or obligations under this Contract shall be deemed to be an act or omission of Monarch itself.

3. Goods

3.1    Any product specifications, including any related plans and drawings, which are submitted by the Customer, in association with an Order or otherwise, will be considered by Monarch, but will not form part of the Contract until such time as the Parties have agreed with the content in writing, whereupon it will become the Specification, and it will be deemed to form part of the Contract.

3.2    Notwithstanding clause 3.1, Monarch reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.

3.3    To the extent that the Goods are to be manufactured in accordance with a specification supplied by the Customer, the Customer will indemnify, keep indemnified and hold harmless Monarch against all liabilities, costs, expenses, damages, and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Monarch in connection with any claim made against Monarch for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Monarch’s use of the Specification.

3.4    Monarch will ensure that each delivery of the Goods is accompanied by:

3.4.1      a delivery note which shows all relevant order reference numbers and any special storage instructions, (if any), the type and quantity of the Goods being delivered and, if Goods are being delivered by installments, the outstanding balance of Goods remaining to be delivered; and

3.4.2      those Monarch laboratory test results and applicable notices of compliance with third-party certification requirements (if any), as set out in the Specification.

3.5   Monarch is neither an insurer, inspector nor a guarantor and explessly disclaims any liability in this respect. If the Customer wishes to guarantee the quality, insurance and compliance of its goods or products and services or to protect against any losses or damage which may occur as part of its busienss, it shall consequently take out appropriate insurance coverage and inspections of the merchandise during the manufacturing process and before delivery with professionals in the sector, without any possible remedy against Monarch, its directors, officers, employees, agents or sub-contractors

3.6  Documents, samples, materials, etc. sent to the Customer or between different offices at the request of the Customer are invoiced at the cost plus 10% handling fee.

4. Delivery

4.1    Monarch will deliver the Goods to the location set out in the Sales Order Confirmation, or such other location as the Parties may agree in writing (Delivery Location). Subject to clause 4.4, delivery of the Goods will be completed on the Goods’ arrival at the Delivery Location.

4.2    Any dates quoted for delivery are approximate only and are not guaranteed. The time of delivery is not of the essence.

4.3    Subject to the other provisions of these Conditions, Monarch will not be liable for any direct, indirect, or consequential loss, including loss of profit, costs, damages, charges, or expenses caused by any delay in the delivery of the Goods (even if caused by Monarch’s negligence), nor will any delay entitle the Customer to terminate the Contract.

4.4    If for any reason the Customer fails to take delivery of any of the Goods on arrival at the Delivery Location, or Monarch is otherwise unable to deliver the Goods because the Customer has not provided appropriate instructions, documents, licenses, or authorizations:

4.4.1      risk in the Goods will immediately pass to the Customer (including for loss or damage caused by Monarch’s negligence);

4.4.2      the Goods will be deemed to have been delivered;

4.4.3     Monarch may store the Goods at the Customer’s cost until actual delivery (including the cost of insurance); and

4.4.4      if the Customer fails to take delivery of the Goods within five (5) Business Days following the date of delivery, Monarch may rescind the Contract and sell the Goods to a third party.

4.5    Due to the nature of the production of the Goods, Monarch cannot guarantee that it will deliver volumes of the Goods entirely in accordance with the volumes set out in the Sales Order Confirmation. Consequently, Monarch shall be entitled to deliver different volumes of the Goods within reasonable tolerances, and the Customer will not be entitled to reject the Goods for such reason. In such event, a pro-rata adjustment will be made to the invoice.

4.6    Unless the Parties expressly agree; otherwise, Monarch may deliver the Goods in separate installments. Each separate installment will be invoiced and paid for in accordance with the provisions of the Contract. Any failure by Monarch to deliver, or any claim by the Customer in respect of, any one or more of the installments in accordance with these Conditions will not entitle the Customer to treat the Contract as a whole as repudiated.

4.7    Monarch reserves the right, at its sole option, to cancel or withhold the delivery of any Goods (in whole or in part):

4.7.1      until receipt of a satisfactory credit reference in respect of the Customer, or where the supply of such goods would exceed any credit limit which Monarch may, in its absolute discretion, have granted to the Customer;

4.7.2      if any of the events listed in clause 8.2 occur;

4.7.3      subject to clause 7.9, if the Customer breaches the Contract and, where such breach is remediable, has not remedied the breach within five (5) Business Days of notice from Monarch detailing such breach;

4.7.4      if Monarch is unable to obtain Key Materials required to fulfill an Order.

4.8    On delivery of the Goods, the Customer and or his assigned Inspection Agency, should immediately check the Goods against the delivery note. Monarch can accept no liability for damage, destruction, breakages or shortage as listed in clause 3.5

4.9    Any liability of Monarch for non-delivery of the Goods will be limited, at Monarch’s sole option, to:

4.9.1      delivering the Goods within a reasonable time; or

4.9.2      issuing a credit note against any invoice raised for such Goods, at the pro rata Contract rate based on the quantity of the Goods which have not been delivered; or

4.9.3      refunding at the pro rata Contract rate the price paid for the quantity of the Goods which have not been delivered;

and this will be the Customer’s sole and exclusive remedy in relation to such non-delivery.

5. Quality

5.1    Monarch warrants that on delivery EX-Work Manufacturer factory (Incoterms), the Goods or Products will conform with the specification of the samples, patterns and specificication provided by the Customer.It is the Customer responsibility and obligation to make sure prior to take posetion of the goods to get a report of a proffesional inspection agency and to confirm that the goods or products are in good conditions. (a) The Customer agrees that Monarch is neither an insurer, inspection agency nor a guarantor and does not take the place of the Customer or the third parties that it retains, including designers, manufacturers, agents, buyers, distributors, and transportation or shipping companies: The Customer disclaims all liability in such capacities. The Customer understands that, if it seeks to protect itself from claims of loss, damage, injury, or total quality assurance it should obtain appropriate insurance and inspection report by a proffesional on the region before to take posetion by his designated transport agent. (b) Monarch does not warrant or guarantee Customer’s products, and Monarch’s as in clause 5.2.4

5.2    Subject to clause 5.3, if:

5.2.1      the Customer gives notice in writing to Monarch within a reasonable time of discovery (and in any event not more than three (3) days after delivery) that some or all of the Goods do not comply with the samples, patterns and specification; and

5.2.2      Monarch is given a reasonable opportunity of examining such Goods; and

5.2.3      the Customer, if asked to do so by Monarch, returns such Goods to Monarch in accordance with Monarch’s reasonable instructions, and at Customer's cost;

Monarch will, at its option, repair or replace the defective Goods, or refund the price of faulty Goods at the pro rata Contract rate, based on the quantity of the Goods which are faulty.

5.2.4. Monarch makes no warranties, expressed or implied, with regard to the goods shipped under this order. Monarch specifically disclaims all warranties expressed or implied as to fitness of the goods for a particular purpose.

5.3    Monarch will not be liable for Goods’ failure to comply with the Product Warranty if:

5.3.1      the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2.1;

5.3.2      the defect arises because the Customer has failed to follow Monarch’s oral or written instructions as to the storage, commissioning, installation, use, and maintenance of the Goods or, in the absence of such instructions, has failed to follow good trade practice regarding the same;

5.3.3      the defect arises as a result of Monarch following the Specification, or as a result of changes made to the Goods to ensure they comply with applicable statutory or regulatory requirements;

5.3.4      the Customer alters or repairs such Goods without the written consent of Monarch; or

5.3.5      the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.

5.4    If Monarch reasonably considers that any Goods returned in accordance with clause 5.2.3 is actually in accordance with the Product Warranty, or is otherwise not faulty, or that such Goods have been damaged or otherwise caused to be unworkable as a result of any action of the Customer and/or the end-user of the Goods, then Monarch may at its sole discretion, return the same Goods EX-Work Plant, without further liability to the Customer.

5.5    These Conditions will apply to any repaired or replacement Goods supplied by Monarch.

5.6    Except as provided for in this clause 5, Monarch will have no liability to the Customer in respect of the Goods’ failure to comply with the Product Warranty.

5.7    Monarch makes no other warranties, express or implied. All other warranties, conditions and other terms implied by statute or common law (including but not limited to any implied warranties of merchantability and fitness for purpose) are, to the fullest extent permitted by law, excluded from this Agreement. No performance, deliverable, oral or other information or advice provided by Monarch (including its agents, sub-contractors, employees or other representatives) will create a warranty or otherwise increase the scope of any warranty provided.

6. Title and risk

6.1    The risk in the Goods will pass to the Customer upon delivery, in accordance with clause 4.

6.2    Title to the Goods will not pass to the Customer until Monarch has received payment in full, in cash or cleared funds, of all sums due to it in respect of the Goods and all sums otherwise due or becoming due to Monarch from the Customer. Monarch will be entitled to recover payment for the Goods notwithstanding that ownership of the Goods has not passed from Monarch.

6.3    Until title to the Goods has passed to the Customer; the Customer will:

6.3.1      hold the Goods on a fiduciary basis as Monarch’s bailee;

6.3.2      store the Goods at no cost to Monarch separately from all other goods held by the Customer, so that they remain readily identifiable as Monarch’s property;

6.3.3      not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.3.4      maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

6.3.5      notify Monarch immediately if it becomes subject to any of the events listed in clause 8.2; and

6.3.6      give Monarch such information relating to the Goods as Monarch may require from time to time;

but the Customer may resell or use the Goods in the ordinary course of its business, provided that: (i) any sale will be effected in the ordinary course of the Customer’s business at full market value; and (ii) any such sale will be a sale of Monarch’s property on the Customer’s own behalf, and the Customer will deal as principal when making such a sale.

6.4    If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.2, or Monarch reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy, Monarch may have, Monarch may at any time require the Customer to deliver up the Goods and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. Price and payment

7.1    Subject to clause 7.2, the price of the Goods will be as set out in the Sales Order Confirmation.

7.2    Monarch may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in its costs due to:

7.2.1      any factor beyond Monarch’s reasonable control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labor, Key Materials, and other manufacturing costs);

7.2.2      any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

7.2.3      any delay caused by any instructions of the Customer, or failure of the Customer to give Monarch adequate or accurate information or instructions.

7.3    Unless an alternative arrangement is agreed in writing, the price of the Goods is on an EX-WORK basis and is therefore exclusive of the costs and charges of packaging, insurance, and transport of the Goods, which may be separately invoiced to the Customer.

7.4    The price is exclusive of amounts in respect of value-added tax (VAT). The Customer will, on receipt of a valid VAT invoice from Monarch, pay to Monarch such additional amounts in respect of VAT as are chargeable on the supply of the Goods.

7.5    Unless alternative arrangements have been agreed upon, Monarch may invoice the Customer for the Goods on or at any time after the completion of delivery. The Customer will pay the invoice in full and in cleared funds by the due date for payment stated on the invoice or, where no due date for payment is stated thereon, within fifteen days(15) days of the date of the invoice. Payment will be made to the bank account stated on the invoice or otherwise nominated in writing by Monarch. Time of payment is of the essence.

7.6    Any queries in respect of invoices should be brought to Monarch’s attention within five (5) Business Days of the date of the invoice. If the Customer reasonably disputes an invoice, the Customer will pay the undisputed sum under the invoice in accordance with clause 7.5 whilst the Customer and Monarch try and reach an agreement over the disputed amount.

7.7    The Customer will pay all amounts due under the Contract in full without any set-off, counterclaim, deduction, or withholding. Monarch may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Monarch to the Customer.

7.8    If the Customer fails to make any payment due to Monarch under the Contract by the due date for payment, then Monarch may charge the Customer interest on the overdue amount at the rate of twelve percent (12%) per annum above Royal Bank of Canada’s base rate from time to time. Such interest will accrue on a daily basis from the due date until the actual payment of the overdue amount, whether before or after judgment. The Customer will pay the interest together with the overdue amount.

7.9    In the event of default of payment by the Customer, Monarch will be entitled, without prejudice to any other right or remedy:

7.9.1      to suspend or cancel, without notice, any or all further deliveries under the Contract and under any other contract between the Parties; and/or

7.9.2      to serve notice on the Customer requiring immediate payment for Goods supplied by Monarch under the Contract and all other contracts with the Customer, whether or not payment is otherwise due or invoiced.

8. Termination

8.1    Upon: (i) any failure of the Customer to observe or perform any of its obligations under the Contract; or (ii) the occurrence of any of the events listed in clause 8.2, or upon any such events becoming reasonably likely to occur, or upon Monarch otherwise having reasonable grounds for believing that any such events are about to occur, and notifying the Customer accordingly; then, without limiting any other right or remedy available to it, Monarch may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and Monarch without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer will become immediately due.

8.2    For the purposes of clause 8.1, the relevant events are:

8.2.1      the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due, or otherwise admits its inability to pay its debts; or

8.2.2      the Customer goes into liquidation; or, (being an individual), is the subject of a bankruptcy petition or order; or has a petition for winding up, or an administration order presented against it, or it passes a resolution for its winding up; or calls any meeting of its creditors, or proposes to make any arrangement with its creditors, or has an administrative or other receiver or an administrator appointed over all or any part of its undertaking or assets; or

8.2.3      any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which  the Customer is subject that has an effect equivalent or similar to any of the preceding events set out in clause 8.2.2; or

8.2.4      the Customer’s financial position deteriorates to such an extent that in Monarch’s reasonable opinion, the Customer’s capability to fulfill its obligations under the Contract adequately has been placed in jeopardy; or

8.2.5      the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation; or

8.2.6      the Customer suspends, threatens to suspend, ceases, or threatens to cease to carry on all or a substantial part of its business.

8.3    Termination of the Contract, however arising, will not affect any of the Parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract will continue in full force and effect.

8.4   All customers and suppliers introduced by Monarch will remain the exclusive accounts of Monarch.  The Customer agrees not to solicit directly or indirectly any of these exclusive accounts for a period of five (5) years from the date of the termination of this Agreement or last invoice date.

8.5  The term client and suppliers of Monarch shall include any person, agent, or organization that directly or indirectly has purchased, manufacture, or sold through Monarch or its network of suppliers and clients.

9. Limitation of liability

9.1    Nothing in these Conditions will limit or exclude either Party’s liability for:

9.1.1      death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors (as applicable);

9.1.2      fraud or fraudulent misrepresentation; or

9.1.3      any matter in respect of which it would be unlawful for it to exclude or restrict liability.

9.2    Save as provided by Section 12 of the Sale of Goods Act 1979 and in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

9.3    Subject to clause 9.1, Monarch will under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any claim, damage, loss or costs in respect of (whether direct or indirect):

9.3.1      loss of profit;

9.3.2      loss of sales or business;

9.3.3      loss of anticipated contracts and/or savings;

9.3.4      loss of or damage to goodwill or reputation;

9.3.5      loss of opportunity (including without limitation in relation to third party contracts);

9.3.6      loss of business and/or business interruption; or

9.3.7      any indirect loss or consequential or special loss, punitive, damage or special loss (even when advised of their possibility) ;

and the Parties intend that each type of loss under this clause will be severable in accordance with clause 12.6.

9.4    Monarch's total liability to the Customer regarding all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the price of the Goods under the Contract.

9.5    Monarch will not be liable for, and the Customer will indemnify, keep indemnified and hold Monarch harmless against, any and all actions, awards, proceedings or claims, complaints, costs, expenses (including legal expenses and disbursements), penalties, damage or loss arising because of the sale and/or use of the Goods after the Customer becomes aware of any defect or after circumstances have occurred which should reasonably have indicated to the Customer the existence of a defect.

9.6    In the case of materials supplied but not manufactured by Monarch; Monarch shall not be required to bear any liability or expense greater than the amount actually recovered from the manufacturers.

9.7    No claim against Monarch will be considered for any fabric which has been cut for use in the manufacture or as made-up goods.

9.8    Monarch will not accept any liability for inconsequential loss.

10. Non-Solicitations of  Manufacturers, Factory, Suppliers, or Customers

During the term of this Agreement and for a period of sixty (60) months following the final Invoice, Sale Confirmation Order or conclusion of the Agreement sold, products and or service for any reason, the Customer agrees not to directly, or indirectly solicit, or in any way interfere with the business relationship between Monarch and, any suppliers, manufacturers or clients with which the Customer has done business on Monarch’s behalf in the sixty (60) months before the conclusion of the last Invoice, Sale Confirmation Order or conclusion of the Agreement sold,  products and/or service, where such solicitation or interference is to any degree for the purpose of diverting the Manufacturer, supplier or client’s business away from Monarch.  

11. Indemnification

1. In addition to the foregoing, the Customer agrees to save and hold harmless Monarch, its officers, employees, representatives, contractors and sub-contractors from and against any and all claims, suits, demands, liabilities (including costs of litigation and attorney's fees), costs, expenses, or judgments arising in whole or in part, directly or indirectly, out of the negligence or lack of care by the Customer or Customer’s clients, agents, employees or invitees involving the use of the goods supplied by Monarch. This indemnification shall include all costs, attorney’s fees, and other expenses paid or incurred by or imposed upon Monarch in connection with the defense of any such claim.

12. General

12.1  Force majeure – Monarch reserves the right to defer the date of delivery and/or to cancel any Contract and will not be liable for any failure to meet its obligations under any Contract if it is prevented from or delayed in the carrying on of its business due to a Force Majeure Event. For these purposes, a Force Majeure Event means any event beyond Monarch's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

12.2  Remedies – Each right or remedy of Monarch under the Contract is without prejudice to any other right or remedy of Monarch, whether under the Contract or not.

12.3  Assignment and other dealings – Monarch may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not assign, transfer, mortgage, charge, subcontract, or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Monarch.

12.3.1 Monarch may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.

12.4  Notices

12.4.1    Any notice or other communication given to a Party under or in connection with the Contract will be in writing, addressed to that Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing in accordance with this clause and will be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier, fax or e-mail.

12.4.2    A notice or other communication will be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.5.1; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

12.4.3    The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

12.5  Severance – If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of the Contract.

12.6  Waiver – No failure or delay by Monarch to exercise any right or remedy provided under the Contract or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.

12.7  Third party rights – Except as otherwise provided in these Conditions or the Contract, a person who is not a Party will have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Conditions or the Contract.

12.8 Variation – Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, will be effective unless it is in writing and signed by a director of Monarch.

12.8.1 Monarch reserves the right to review these terms and conditions at any time. If following any such review, there is to be any change to these terms and conditions; the Customer will know when the Terms and Conditions were last updated by referring to the “Effective Date of Current Policy” date at the top of this page.    

12.9  Governing Law and Jurisdiction – The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by and construed in accordance with the law of Montreal, Québec, Canada. Each Party irrevocably agrees that the courts of Montreal, Québec, Canada will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

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 Client (is the legal person or entity that places the Order or that issues the request for proposal. The words buyer, purchaser, customer, company or their equivalents, as used elsewhere in the Order, have the same meaning as Client.

 

Client is deemed to have accepted a Group Monarch International Sales Terms and Conditions on the earliest of: (a) Client transmitting to Supplier/ Contractor/ Vendor its written or oral acceptance of the Sale Order/ Production Order, without reserve or change: and (b) Supplier/ Contractor/ Vendor shipping to Client/ Purchaser any of the Products covered by the Sale Order/ Production Order. Acceptance of the Sales Order / Production Order constitutes acceptance of these Terms & Conditions.

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A copy of the Sales Terms and Condition is attach to the Order, Order Confirmation, Sale Order, or Production Order and also is available upon request:

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monarca@groupmonarch.com

Tel: +1(514) 694-7267

Cell/WhatsApp: +1(514) 269-2659