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Commercial Agreement

 

Additional Terms

  1. General. This Agreement is between the Company and the Client identified in the Service Proposal and governs the sale of the Products and Services set out in the service proposal to which these terms are attached (the "Service Proposal") by the Company to the Client. Required Product purchases are outlined in the "Initial Agreement Charge" section set out in the Service Proposal.

  2. Term and Termination. The initial term of this Agreement shall be for a period of one (1) year, or such other period specified in the Service Proposal, commencing on the date this Agreement has been signed by you as set out in the Service Proposal. Following the initial term of this Agreement, this Agreement shall, except as otherwise set out in the Service Proposal, automatically renew for successive one-year terms unless thirty (30) days’ notice in writing prior to the expiration of any such one-year term is given by either party to the other. In addition to any remedies that may be provided under this Agreement or at law, the Company may terminate this Agreement with immediate effect upon written notice to the Client, if the Client: (a) fails to pay any amount when due under this Agreement and such failure continues for thirty (30) days after the Client’s receipt of written notice of nonpayment; (b) has not performed the Client’s obligations under this Agreement or has otherwise not complied with this Agreement, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against the Client proceedings relating to bankruptcy or insolvency.

  3. Supply of Services and Products. The Company may make periodic inspections of the premises described in the Service Proposal (the "Premises") at reasonable hours and on reasonable notice to the Client. The Company shall provide the Services and/or Products as detailed in the Service Details portion of this Agreement. Unless otherwise agreed in writing by the parties, the Company shall deliver Products to the Premises or other location specified in the Service Proposal, using the Company's standard packaging and shipping methods. Title and risk of loss passes to the Client upon delivery of the Products at the applicable delivery point. A complete list of chemicals that the Client has approved for use in the performance of the Services by the Company is attached as Schedule A, if applicable. Any changes to such list requested by the Client must be approved by the Company in advance, and if so approved Schedule A shall be updated accordingly.

  4. Client Obligations. With respect to the Services, the Client shall: (a) cooperate with the Company in all matters relating to the Services and provide such access to the Premises for the purposes of performing the Services, and without limiting the foregoing if the Premises are unlocked at the time the Services are to be carried out, the Client authorizes the Company to carry out the Services inside the Premises, and if the Premises are locked at the time the Services are to be carried out, the Client authorizes the Company to carry out the Services on the exterior of the Premises; (b) respond promptly to any Company request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for the Company to perform Services in accordance with the requirements of this Agreement; (c) provide such materials or information as the Company may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; (d) follow and implement the Company's recommendations relating to the maintenance, repair, and cleaning of the Premises; and (e) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start. If the Company's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client or the Client’s representatives, the Company shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by the Client, in each case, to the extent arising directly or indirectly from such prevention or delay.

  5. Prices and Payment. In consideration for the Services and/or Products being provided by the Company to the Client, the Client agrees to pay the Company the prices set forth in the Service Proposal on the schedule set forth in the Service Proposal by payment methods authorized by the Company from time to time. Prices provided are exclusive of all harmonized sales tax, goods and services tax, sales tax, value added tax, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by on any amounts payable by Client, which the Client is obligated to pay to the Company, and which will appear on invoices provided by the Company. At the expiry of each one-year term of this Agreement, the Company may elect to increase the prices of some or all of the Services and/or Products upon notice to the Client in writing (including by e-mail) at least thirty (30) days prior to the increase taking effect.

  6. Late Payments. Upon the default for a period of thirty (30) days in payment of any instalment of money due to the Company or upon the failure of the Client to cooperate with the Company then the entire outstanding balance shall, at the option of the Company, immediately become due and payable. Any failure to exercise the option to accelerate payments on the part of the Company shall not constitute a waiver of the right to exercise the said option at any time. The Client agrees to pay all costs of collection at any time during the initial or renewal periods of this Agreement, whether payment hereof be enforced by suit or otherwise; said costs to include reasonable legal fees. The Client further agrees to pay interest at the rate of 2% per month (24% annually) service charge on every instalment of money due to the company after default in payment for a period of thirty days (30) on such instalments. In case of the sale, transfer, of the Premises, or termination of business or tenancy on the Premises before settlement in full of all amounts owing by the Client hereunder has been made, any unpaid balance shall become due and payable without prior notice or demand, at the option of the Company and failure to exercise said option at any time shall not constitute a waiver of such option. If the credit of the Client shall at any time, in the judgment of the Company become impaired, the Company shall have the right to require payment in advance before furnishing additional services.

  7. Limited Warranty. Subject to the limitations and exclusions in this Section 5, the Company warrants to the Client that: (a) the Services will be performed in a professional and workmanlike manner in conformity with applicable laws and in accordance with generally recognized standards of quality in the industry for similar services, and in a manner so as to reasonably ensure the safety of all persons and the preservation of property; and (b) the Products shall be free from material defects during the applicable warranty period for the Products.

  8. Warranty Disclaimer. TO THE EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER IMPLIED OR EXPRESS, OF TITLE, CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANY TERM TO THE CONTRARY IN THIS AGREEMENT, WHERE THE PURPOSE OF THE SERVICES OR PRODUCTS RELATE TO HYGIENE, SANITATION, DISINFECTION OR ODOR CONTROL, THE COMPANY MAKES NO CLAIMS OR GUARANTEES REGARDING SUCH SERVICES OR PRODUCTS AND SHALL NOT BE LIABLE FOR ANY CLAIMS MADE REGARDING THE EFFICACY OR THE BENEFIT SUCH SERVICES OR PRODUCTS PROVIDED. THE COMPANY DOES NOT GUARANTEE AND CANNOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF SUCH SERVICES OR PRODUCTS OR MAKE ANY WARRANTY AS TO THE TIMELINESS, RELIABILITY, COMPLETENESS OR QUALITY OF ANY SERVICES OR INFORMATION PROVIDED THROUGH OR IN CONNECTION WITH SUCH SERVICES OR PRODUCTS. FURTHER, WHERE THE PURPOSE OF THE SERVICES IS TO CONTROL PESTS (CONTROL BEING DEFINED AS THE PERIODIC ERADICATION OF EXISTING PEST INFESTATIONS AND THE PREVENTION OR LIMITATION OF RE-INFESTATION WITHIN PRACTICAL LIMITS), THE COMPANY CANNOT BE HELD LIABLE FOR ANY LOSS OR DAMAGE TO THE EXTENT CAUSE BY INFESTATION DURING THE PERIOD SUCH SERVICES ARE RENDERED.

  9. Warranty Inapplicable. The Company shall not be liable for a breach of the warranty set forth in Section 7 if: (a) the Client makes any further use of the Products after giving notice of a warranty breach; or (b) the defect arises because the Client failed to follow the Company's oral or written instructions as to the storage, use or maintenance of the Products.

  10. Remedies.With respect to any Products that do not conform with the warranty in Section 7 the Company shall, in its sole discretion, either: (a) repair or replace any such Products; or (b) credit or refund the price of such Products. With respect to any Services that do not conform with the warranty in Section 7 the Company shall, in its sole discretion, either: (a) repair or re-perform the applicable Services ; or (b) credit or refund the price of such Services. THE REMEDIES SET FORTH IN THIS SECTION 10 SHALL BE THE CLIENT'S SOLE AND EXCLUSIVE REMEDY AND THE COMPANY'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 7.

  11. Confidential Information. All non-public, confidential, or proprietary information of a party (a "disclosing party"), including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by the disclosing party to the other party (the "receiving party"), 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 purpose of performing this Agreement and may not be disclosed or copied unless authorized in advance by the disclosing party in writing. Upon the disclosing party's request, the receiving party shall promptly return all documents and other materials received from the disclosing party. The disclosing party 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 receiving party at the time of disclosure; or (c) lawfully obtained by the receiving party on a non-confidential basis from a third party.

  12. Force Majeure. The Company shall not be liable or responsible to the Client, 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 Company including, without limitation, acts of God, extreme weather or environmental conditions, 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, pandemic, public health emergency, communicable disease outbreak, lockouts, strikes or other labour disputes, 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.

  13. Insurance. During the term of this Agreement, the Company shall, at its own expense, maintain and carry insurance policies including commercial general liability (including product liability, commercial automobile liability, in each case with financially sound and reputable insurers, and worker's compensation insurance as required by law. Upon the Client's request, the Company shall provide the Client with a certificate of insurance evidencing the insurance coverage specified above. The Company shall provide the Client with prompt written notice in the event of a cancellation or material change in the Company's insurance policy.

  14. Limitation of Liability:

    1. IN NO EVENT SHALL THE COMPANY 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 THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY THE CLIENT OR COULD HAVE BEEN REASONABLY FORESEEN BY THE CLIENT, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION NEGLIGENCE ON THE PARTY OF THE COMPANY OR ITS EMPLOYEES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

       

    2. IN NO EVENT SHALL THE COMPANY'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 THE TOTAL OF THE AMOUNTS PAID TO THE COMPANY FOR THE GOODS AND SERVICES SOLD HEREUNDER IN THE TWELVE-MONTH PERIOD ENDING ON THE DATE OF THE EVENT GIVING RISE TO THE APPLICABLE CLAIM.

       

  15. Relationship of the Parties.The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

  16. Entire Agreement. 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. This Agreement prevails over any of Client's general terms and conditions of purchase regardless of whether or when Client has submitted its purchase order or such terms. Fulfilment of Client's order does not constitute acceptance of any of Client's terms and conditions and does not serve to modify or amend this Agreement.

  17. Assignment. The Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Company. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves the Client of any of its obligations under this Agreement. This Agreement shall ensure to the benefit of and being binding upon the parties thereto and their respective heirs, executors, administrators, successors and permitted assigns.

  18. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

  19. Survival. Provisions of this Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement.

  20. Amendment; Waiver. This Agreement may only be amended or modified in a writing stating specifically that it amends this Agreement and is signed by each party. No waiver by the Company of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by the Company. 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.

  21. Governing Law; Venue. 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. The United Nations Convention on Contracts for the International Sale of Products does not apply to this Agreement. Any legal suit, action, litigation or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement shall be instituted in the courts of the Province of Ontario.

  22. Privacy Policy. The Company maintains the highest standards with respect to privacy, security and integrity of personal information. The Company will use your personal information only for the purpose of providing the Client with professional service. To access the Company’s privacy policy, please visit https://www.abellpestcontrol.com/en-CA/Privacy-Policy.

 

Consumer Agreement

 

Additional Terms

  1. General. This Agreement is between the Company and the Client identified in the Service Proposal and governs the sale of the Products and Services set out in the service proposal to which these terms are attached (the "Service Proposal") by the Company to the Client. Required Product purchases are outlined in the "Initial Agreement Charge" section set out in the Service Proposal.

  2. Term and Termination. The initial term of this Agreement shall be for a period of one (1) year, or such other period specified in the Service Proposal, commencing on the date this Agreement has been signed by you as set out in the Service Proposal. Following the initial term of this Agreement, this Agreement shall, except as otherwise set out in the Service Proposal, automatically renew for successive one-year terms unless thirty (30) days’ notice in writing prior to the expiration of any such one-year term is given by either party to the other. In addition to any remedies that may be provided under this Agreement or at law, the Company may terminate this Agreement with immediate effect upon written notice to the Client, if the Client: (a) fails to pay any amount when due under this Agreement and such failure continues for thirty (30) days after the Client’s receipt of written notice of nonpayment; (b) has not performed the Client’s obligations under this Agreement or has otherwise not complied with this Agreement, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against the Client proceedings relating to bankruptcy or insolvency.

  3. Supply of Services and Products. The Company may make periodic inspections of the premises described in the Service Proposal (the "Premises") at reasonable hours and on reasonable notice to the Client. The Company shall provide the Services and/or Products as detailed in the Service Details portion of this Agreement. Unless otherwise agreed in writing by the parties, the Company shall deliver Products to the Premises or other location specified in the Service Proposal, using the Company's standard packaging and shipping methods. Title and risk of loss passes to the Client upon delivery of the Products at the applicable delivery point. A complete list of chemicals that the Client has approved for use in the performance of the Services by the Company is attached as Schedule A, if applicable. Any changes to such list requested by the Client must be approved by the Company in advance, and if so approved Schedule A shall be updated accordingly.

  4. Client Obligations. With respect to the Services, the Client shall: (a) cooperate with the Company in all matters relating to the Services and provide such access to the Premises for the purposes of performing the Services, and without limiting the foregoing if the Premises are unlocked at the time the Services are to be carried out, the Client authorizes the Company to carry out the Services inside the Premises, and if the Premises are locked at the time the Services are to be carried out, the Client authorizes the Company to carry out the Services on the exterior of the Premises; (b) respond promptly to any Company request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for the Company to perform Services in accordance with the requirements of this Agreement; (c) provide such materials or information as the Company may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; (d) follow and implement the Company's recommendations relating to the maintenance, repair, and cleaning of the Premises; and (e) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start. If the Company's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client or the Client’s representatives, the Company shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by the Client, in each case, to the extent arising directly or indirectly from such prevention or delay.

  5. Prices and Payment. In consideration for the Services and/or Products being provided by the Company to the Client, the Client agrees to pay the Company the prices set forth in the Service Proposal on the schedule set forth in the Service Proposal by payment methods authorized by the Company from time to time. Prices provided are exclusive of all harmonized sales tax, goods and services tax, sales tax, value added tax, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by on any amounts payable by Client, which the Client is obligated to pay to the Company, and which will appear on invoices provided by the Company. At the expiry of each one-year term of this Agreement, the Company may elect to increase the prices of some or all of the Services and/or Products upon notice to the Client in writing (including by e-mail) at least thirty (30) days prior to the increase taking effect.

  6. Late Payments. Upon the default for a period of thirty (30) days in payment of any instalment of money due to the Company or upon the failure of the Client to cooperate with the Company then the entire outstanding balance shall, at the option of the Company, immediately become due and payable. Any failure to exercise the option to accelerate payments on the part of the Company shall not constitute a waiver of the right to exercise the said option at any time. The Client agrees to pay all costs of collection at any time during the initial or renewal periods of this Agreement, whether payment hereof be enforced by suit or otherwise; said costs to include reasonable legal fees. The Client further agrees to pay interest at the rate of 2% per month (24% annually) service charge on every instalment of money due to the company after default in payment for a period of thirty days (30) on such instalments. In case of the sale, transfer, of the Premises, or termination of business or tenancy on the Premises before settlement in full of all amounts owing by the Client hereunder has been made, any unpaid balance shall become due and payable without prior notice or demand, at the option of the Company and failure to exercise said option at any time shall not constitute a waiver of such option. If the credit of the Client shall at any time, in the judgment of the Company become impaired, the Company shall have the right to require payment in advance before furnishing additional services.

  7. Limited Warranty. Subject to the limitations and exclusions in this Section 5, the Company warrants to the Client that: (a) the Services will be performed in a professional and workmanlike manner in conformity with applicable laws and in accordance with generally recognized standards of quality in the industry for similar services, and in a manner so as to reasonably ensure the safety of all persons and the preservation of property; and (b) the Products shall be free from material defects during the applicable warranty period for the Products.

  8. Warranty Disclaimer. TO THE EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER IMPLIED OR EXPRESS, OF TITLE, CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANY TERM TO THE CONTRARY IN THIS AGREEMENT, WHERE THE PURPOSE OF THE SERVICES OR PRODUCTS RELATE TO HYGIENE, SANITATION, DISINFECTION OR ODOR CONTROL, THE COMPANY MAKES NO CLAIMS OR GUARANTEES REGARDING SUCH SERVICES OR PRODUCTS AND SHALL NOT BE LIABLE FOR ANY CLAIMS MADE REGARDING THE EFFICACY OR THE BENEFIT SUCH SERVICES OR PRODUCTS PROVIDED. THE COMPANY DOES NOT GUARANTEE AND CANNOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF SUCH SERVICES OR PRODUCTS OR MAKE ANY WARRANTY AS TO THE TIMELINESS, RELIABILITY, COMPLETENESS OR QUALITY OF ANY SERVICES OR INFORMATION PROVIDED THROUGH OR IN CONNECTION WITH SUCH SERVICES OR PRODUCTS. FURTHER, WHERE THE PURPOSE OF THE SERVICES IS TO CONTROL PESTS (CONTROL BEING DEFINED AS THE PERIODIC ERADICATION OF EXISTING PEST INFESTATIONS AND THE PREVENTION OR LIMITATION OF RE-INFESTATION WITHIN PRACTICAL LIMITS), THE COMPANY CANNOT BE HELD LIABLE FOR ANY LOSS OR DAMAGE TO THE EXTENT CAUSE BY INFESTATION DURING THE PERIOD SUCH SERVICES ARE RENDERED.

  9. Warranty Inapplicable. The Company shall not be liable for a breach of the warranty set forth in Section 7 if: (a) the Client makes any further use of the Products after giving notice of a warranty breach; or (b) the defect arises because the Client failed to follow the Company's oral or written instructions as to the storage, use or maintenance of the Products.

  10. Remedies.With respect to any Products that do not conform with the warranty in Section 7 the Company shall, in its sole discretion, either: (a) repair or replace any such Products; or (b) credit or refund the price of such Products. With respect to any Services that do not conform with the warranty in Section 7 the Company shall, in its sole discretion, either: (a) repair or re-perform the applicable Services ; or (b) credit or refund the price of such Services. THE REMEDIES SET FORTH IN THIS SECTION 10 SHALL BE THE CLIENT'S SOLE AND EXCLUSIVE REMEDY AND THE COMPANY'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 7.

  11. Confidential Information. All non-public, confidential, or proprietary information of a party (a "disclosing party"), including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by the disclosing party to the other party (the "receiving party"), 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 purpose of performing this Agreement and may not be disclosed or copied unless authorized in advance by the disclosing party in writing. Upon the disclosing party's request, the receiving party shall promptly return all documents and other materials received from the disclosing party. The disclosing party 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 receiving party at the time of disclosure; or (c) lawfully obtained by the receiving party on a non-confidential basis from a third party.

  12. Force Majeure. The Company shall not be liable or responsible to the Client, 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 Company including, without limitation, acts of God, extreme weather or environmental conditions, 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, pandemic, public health emergency, communicable disease outbreak, lockouts, strikes or other labour disputes, 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.

  13. Insurance. During the term of this Agreement, the Company shall, at its own expense, maintain and carry insurance policies including commercial general liability (including product liability, commercial automobile liability, in each case with financially sound and reputable insurers, and worker's compensation insurance as required by law. Upon the Client's request, the Company shall provide the Client with a certificate of insurance evidencing the insurance coverage specified above. The Company shall provide the Client with prompt written notice in the event of a cancellation or material change in the Company's insurance policy.

  14. Limitation of Liability:

    1. IN NO EVENT SHALL THE COMPANY 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 THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY THE CLIENT OR COULD HAVE BEEN REASONABLY FORESEEN BY THE CLIENT, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION NEGLIGENCE ON THE PARTY OF THE COMPANY OR ITS EMPLOYEES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

       

    2. IN NO EVENT SHALL THE COMPANY'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 THE TOTAL OF THE AMOUNTS PAID TO THE COMPANY FOR THE GOODS AND SERVICES SOLD HEREUNDER IN THE TWELVE-MONTH PERIOD ENDING ON THE DATE OF THE EVENT GIVING RISE TO THE APPLICABLE CLAIM.

       

  15. Relationship of the Parties.The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

  16. Entire Agreement. 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. This Agreement prevails over any of Client's general terms and conditions of purchase regardless of whether or when Client has submitted its purchase order or such terms. Fulfilment of Client's order does not constitute acceptance of any of Client's terms and conditions and does not serve to modify or amend this Agreement.

  17. Assignment. The Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Company. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves the Client of any of its obligations under this Agreement. This Agreement shall ensure to the benefit of and being binding upon the parties thereto and their respective heirs, executors, administrators, successors and permitted assigns.

  18. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

  19. Survival. Provisions of this Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement.

  20. Amendment; Waiver. This Agreement may only be amended or modified in a writing stating specifically that it amends this Agreement and is signed by each party. No waiver by the Company of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by the Company. 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.

  21. Governing Law; Venue. 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. The United Nations Convention on Contracts for the International Sale of Products does not apply to this Agreement. Any legal suit, action, litigation or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement shall be instituted in the courts of the Province of Ontario.

  22. Privacy Policy. The Company maintains the highest standards with respect to privacy, security and integrity of personal information. The Company will use your personal information only for the purpose of providing the Client with professional service. To access the Company’s privacy policy, please visit https://www.abellpestcontrol.com/en-CA/Privacy-Policy.

  23. Your Rights under the Consumer Protection Act, 2002

    You may cancel this agreement at any time during the period that ends ten (10) days after the day you receive a written copy of the agreement. You do not need to give the supplier a reason for cancelling during this 10-day period.

    If the supplier does not make delivery within 30 days after the delivery date specified in this agreement or if the supplier does not begin performance of his, her or its obligations within 30 days after the commencement date specified in this agreement, you may cancel this agreement at any time before delivery or commencement of performance. You lose the right to cancel if, after the 30-day period has expired, you agree to accept delivery or authorize commencement of performance.

    If the delivery date or commencement date is not specified in this agreement and the supplier does not deliver or commence performance within 30 days after the date this agreement is entered into, you may cancel this agreement at any time before delivery or commencement of performance. You lose the right to cancel if, after the 30-day period has expired, you agree to accept delivery or authorize commencement of performance.

    In addition, there are other grounds that allow you to cancel this agreement. You may also have other rights, duties and remedies at law. For more information, you may contact the Ministry of Consumer and Business Services.

    To cancel this agreement, you must give notice of cancellation to the supplier, at the address set out in the agreement, by any means that allows you to prove the date on which you gave notice. If no address is set out in the agreement, use any address of the supplier that is on record with the Government of Ontario or the Government of Canada or is known by you. If you cancel this agreement, the supplier has fifteen (15) days to refund any payment you have made and return to you all goods delivered under a trade-in arrangement (or refund an amount equal to the trade-in allowance).

    However, if you cancel this agreement after having solicited the goods or services from the supplier and having requested that delivery be made or performance be commenced within ten (10) days after the date this agreement is entered into, the supplier is entitled to reasonable compensation for the goods and services that you received before the earlier of the 11th day after the date this agreement was entered into and the date on which you gave notice of cancellation to the supplier, except goods that can be repossessed by or returned to the supplier. If the supplier requests in writing repossession of any goods that came into your possession under the agreement, you must return the goods to the supplier’s address, or allow one of the following persons to repossess the goods at your address:

    • The supplier.
    • A person designated in writing by the supplier.

     

    If you cancel this agreement, you must take reasonable care of any goods that came into your possession under the agreement until one of the following happens:

    • The supplier repossesses the goods.
    • The supplier has been given a reasonable opportunity to repossess the goods and twenty-one (21) days have passed since the agreement was cancelled.
    • You return the goods.
    • The supplier directs you in writing to destroy the goods and you do so in accordance with the supplier’s instructions