Last updated: 12th April, 2018
Please read these Terms of Service (“Terms”, “Terms of Service”) carefully before using the https://www.customagintel.com website, the HiredMan mobile application and other associated services (the “Service”) operated by Custom Agricultural Intelligence Inc. (“us”, “we”, or “our”).
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.
Termination
We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Subscriptions
Some parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring charge as specified in the Service being subscribed to.
You may cancel any of your Subscriptions at any time but with no refunds of payments made.
All Subscription billings are non-refundable unless specified in the Service.
Content
Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are completely responsible for the content posted on our Service.
We reserve the right to delete or modify such Content as part of our Service and if any of the Content appears false, inaccurate, misleading, illegal or destructive in any form.
We may also delete or modify your Content if it offends, infringes on rights or acts against another user of our Service.
Links to Other Web Sites
Our Service may contain links to third-party web sites or services that are not owned or controlled by Custom Agricultural Intelligence Inc.
Custom Agricultural Intelligence Inc. has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Custom Agricultural Intelligence Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
Changes
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try (without guarantee) to provide at least 30 days notice prior to any new Terms taking effect. However, consider checking this page in case do not do so. What constitutes a material change will be determined at our sole discretion.
CUSTOM PURCHASING/MANUFACTURING TERMS/CONDITIONS
BETWEEN:
_____All Clients____________________
(the “Client”)
– and –
CUSTOM AGRICULTURAL INTELLIGENCE INCORPORATED
(“Custom Ag)
WHEREAS Custom Ag is engaged, inter alia, in the business of purchasing raw materials, manufacturing and producing custom formulations for use in the agricultural industry;
AND WHEREAS the Client wishes to engage Custom Ag to Purchase raw materials, manufacture and produce customized Products (as herein defined) and Contractor wishes to provide the requested Products for the Client, subject to the terms and conditions of this Agreement;
In consideration of the mutual covenants and agreements, and for other good and valuable consideration, the parties agree as follows:
- DEFINITIONS
In this Agreement:
- “Affiliate” means, in reference to a person, any other person which: (i) directly or indirectly controls or is controlled by the first person; or (ii) is directly or indirectly controlled by a person which also directly or indirectly controls the first person; and for the purposes of this definition, a person shall control another person if such person has the power to direct or cause the direction of the management and policies of the other person, whether directly or indirectly, and whether by ownership of shares or other equity interests, the holding of voting or contractual rights, by being the managing partner of a general partnership or the general partner of a limited partnership, or otherwise.
- “Agreement” means this Custom Purchasing/Manufacturing Terms/Condition, as amended from time to time without notice.
- “Business Day” means a day other than Saturday, Sunday or any statutory holiday in the Province of Saskatchewan.
- “Confidential Information” means all information received or acquired by Custom Ag from the Client or the Client from Custom Ag , as the case may be, during the course of, or incidental to, the manufacture, raw material purchase, production, and sale of Products and which in any way concerns or is related to the property, business or affairs of the Client or Custom Ag and their respective Affiliate. This does not include information which gives the Client or Custom Ag, as the case may be, a competitive advantage or the opportunity of obtaining such an advantage, whether or not such information or facts: (i) are reduced to writing; (ii) were created or originated by an employee of the Client or Custom Ag such as Custom Ag Vendor Information; or (iii) are designated or marked as “confidential” or “proprietary” or some other designation or marking, with the exception only of information which is or becomes public information through no act or failure to act on the part of Custom Ag or the Client, as applicable. For information which is received or acquired from another entity lawfully in possession of the information, both parties are under no obligation to keep such information confidential.
- “Interest” means interest at the prime rate in effect from time to time of the Regina branch of CIBC plus 5% per annum.
- “Law” or “Laws” means all applicable federal, Provincial, Territorial and Municipal laws, statutes, regulations, rules, orders, ordinances and directives.
- “party” means a party to this Agreement.
- “person” includes any individual, partnership, limited partnership, firm, trust, body corporate, government, governmental body, agency or instrumentality, unincorporated body of persons or association.
- “Price” or “Prices” means all rates, prices, fees, remuneration and amounts payable to Custom Ag by the Client as calculated in accordance with Schedule A or any proposal/Purchase Order agreed to in writing by way of the clients issuing payments.
- “Products” means the customized raw materials purchase, formulations manufactured and produced by Custom Ag for the Client pursuant to this Agreement, as described on any proposal/ Purchase Order issued and agreed to pursuant to this Agreement in writing by way of the clients issuing payments.
- SCOPE AND PRIORITY
- This Agreement applies to the separate purchasing of raw materials, manufacture, production and supply of the Products described in your Proposal Agreement and/or any Purchase Order issued and agreed to pursuant this Agreement, each as may be amended, supplemented, or replaced in accordance with this Agreement from time to time without notice.
- The Client retains Custom Ag to purchase raw materials, manufacture, production and supply the Products and Custom Ag accepts the retainer and shall seperately Purchase the raw materials, manufacture, production and supply the Products in accordance with the terms and conditions of this Agreement.
- Regarding any Products for which a proposal and/or Purchase Order has been issued, in the event of a conflict between or amongst the terms of the documents comprising this Agreement, the order of priority shall be as follows:
- (i) This Agreement; then
- (ii) The applicable Change Order; then
- (iii) The applicable Purchase Order.
- AGREEMENT TERM AND EXTENSION
- Subject to the earlier termination as permitted herein, the initial term of this Agreement shall commence on the date that this Agreement is fully executed/and/or payment is received and continue until the Products (raw material and/or Finished products) have been purchased and/or finished product has been delivered in full by Custom Ag. For greater certainty, this Agreement shall not be effective and in force, and the term hereof shall not commence, until and unless the Agreement has been fully executed by Custom Ag.
- Notwithstanding the foregoing, partial or full payment of any of the Prices by the Client shall be deemed to be an acceptance of the terms of this Agreement by the Client sequel to the inability to sign due to COVID restrictions or urgency to purchase due changes in raw material pricing.
- CUSTOM AG PERSONNEL
- Subject to the terms and conditions of this Agreement, Custom Ag may retain and employ such personnel, including any Subcontractor(s) retained by Custom Ag, as Custom Ag deems necessary in its sole discretion, in connection with the manufacturing, production, and supply of the Products (“Custom Ag Personnel”).
- Custom Ag shall be solely responsible for Custom Ag Personnel, including the payment of wages, salaries, employment insurance, disability insurance contributions, the obtaining of workers’ compensation insurance and all other remuneration or benefits due to Custom Ag Personnel, subject to any employment or independent contractor agreement between Custom Ag and Custom Ag Personnel.
- RELATIONSHIP AND REPRESENTATIVES OF PARTIES
- Custom Ag shall be an independent contractor with respect to this Agreement and the Client shall have no direction or control of Custom Ag or Custom Ag Personnel except in the results to be obtained. Neither Custom Ag, nor any Custom Ag Personnel shall be, or be deemed for any purpose to be, the employee, agent, servant, or representative of the Client in the manufacturing, production, and supply of the Products or in any matter dealt with herein. Unless otherwise agreed in writing, neither Custom Ag nor any Custom Ag Personnel shall act as or represent itself to any person to be the agent of the Client in any capacity whatsoever under any Purchase Order or this Agreement or have any authority to act as an agent of the Client.
- The Client and Custom Ag expressly deny that it is their intention to create any joint venture, agency, partnership, or other relationship.
- REQUESTS FOR AND CHANGES TO PRODUCTS
- From time to time the Client may request Custom Ag to Purchase raw material, manufacture, product, and/or supply Products under a proposal/purchase order or similar document (“Purchase Order”), and, upon the Client and Custom Ag agreeing to a Purchase Order for Products and applicable Prices, the provision of such Products and the Prices applicable shall be subject in all respects to the terms of this Agreement. Only Custom Ag’s written acceptance of a Purchase Order, or commencement or performance of any Services or commencement of production or shipment of any Products, shall constitute acceptance of the applicable Purchaser Order.
- Changes may be accomplished at any time, including after issuance of and without invalidating a Purchase Order, or by “Change Order”, subject to the provisions of this Article 6.
- A “Change Order” is a written agreement between the Client and Custom Ag, stating their agreement upon all of the following:
- (i) change in the Products;
- (ii) the amount of the adjustment, if any, in the Prices; and
- (iii) the extent of the adjustment, if any, in the agreed time for the manufacture, production, and sale of Products.
- In the event the Client wishes to modify the standards, specifications or the time table for supply or performance of the Products, and provided that the Client provides Custom Ag with reasonable notice of such modifications, Custom Ag will use commercially reasonable efforts to accommodate the Client by accepting such modifications, but does not guarantee that it will be able to accept such modifications; and provided further that should such accepted modifications result in either an increase or decrease in the fees, charges, costs and expenses to Custom Ag to supply or perform the Products, as reasonably determined by Custom Ag, the fees, charges, costs and expenses to be paid to Custom Ag by the Client under this Agreement will be adjusted up or down by Custom Ag, as the case may be, in a fair and equitable manner to compensate Custom Ag for such increase or decrease.
- CLIENT COVENANTS AND ACKNOWLEDGEMENTS
- The Client acknowledges, covenants, and agrees that:
- (i) Custom Ag does not offer advice, and the Client shall not be entitled whatsoever to, any refunds on Products once raw materials are ordered from its vendor and transferred to CAII based on the quantities on the proposal. Should partial payment be made based on the proposal and the remainder of the full payment not paid, it is agreed that Custom Ag will have been deemed to completed its purchasing scope based on this Agreement based on Custom Ag separately providing a Bill of lading indicating that it has possession of raw materials or finished product ordered. It is agreed that Custom Ag will have been deemed to completed its Manufacturing scope based on this Agreement based on Custom Ag separately providing a notice for pick up and Bill of lading indicating that it has finished product ordered has been formulated;
- (iii) Custom Ag makes no representation as to the suitability, viability, or final outcome (including the physical or chemical properties) of any of the Products.
- (iv) The Client shall not be permitted to inspect or oversee the manufacturing and production of the Products;
- (v) Custom Ag does not tolerate any verbal abuse directed towards it or its employees or Subcontractors. In the event of any such abuse, Custom Ag shall have the right to cancel the order without any refunds of Prices.
- (vi) All instructions, communications, or correspondence by the Client shall be through the Client’s Representative(s) as set forth in Schedule B; and
- (vii) The Client shall pay the Prices on the proposal in accordance with this Agreement.
- Custom Ag shall ensure that Custom Ag Personnel are aware of and conform to all of Custom Ag’s obligations in this contract.
- The Client acknowledges, covenants, and agrees that:
- SUBCONTRACTING
- Custom Ag may employ subcontractors to perform or furnish any of the Products to be provided by Custom Ag hereunder. “Subcontractor” means any person engaged to perform or furnish any part of the Products pursuant to a Subcontract and shall include the successors and permitted assigns of any such person. “Subcontract” means any agreement (including any supplement or amendment) entered into between Custom Ag and any person and any further agreement of any subsequent tier by which the performance or provision of the whole or any part of the Products is subcontracted to another person. Custom ag is under no obligation to disclose said subcontractors to the clients under any circumstance.
- INVOICING AND PAYMENT
- In consideration for the purchasing, manufacturing, production and supply of the raw materials and Products as set forth in the proposal, the Client agrees to remit to Custom Ag the full Prices plus all applicable goods and services tax in accordance with the fee structure outlined in their proposal
- Prices payable to Custom Ag for the Services are to be paid in advance prior to Custom Ag commencing the manufacturing and production of the Products.
- If the Client fails to pay any amount properly invoiced under this Agreement after the due date for such amount, the Client shall pay Interest of 12% PA on the amount from the due date to the date of payment.
- Any changes to the Prices, Interest and payment structure shall be mutually agreed upon in writing by Custom Ag and the Client.
- TERMINATION
- Custom Ag may terminate this Agreement in the event that the Client:
- (i) fails to correct any default or breach under this Agreement, or take active steps to cure such default or breach, within ten (10) Business Days of receiving written notice thereof;
- (ii) makes an assignment in bankruptcy;
- (iii) makes an assignment for the benefit of creditors;
- (iv) is adjudged bankrupt;
- (v) has a receiver or a receiver manager appointed; or
- (vi) has any steps taken to liquidate or voluntarily shut down its operations.
- Custom Ag’s rights of termination under this Article 10 are in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. Nothing in this Article 10 will limit or affect any other rights or causes of action Custom Ag may have in this Agreement.
- The termination of this Agreement:
- (i) will be without prejudice to any obligations which have accrued prior to termination and which remain unsatisfied, including, without limitation, payment of the Prices accrued to the date of termination;
- (ii) will not affect any provision of this Agreement expressed to survive termination.
- For greater certainty, the termination of this Agreement for any reason will not result in any refund of any Prices paid to Custom Ag by the Client.
- Custom Ag may terminate this Agreement in the event that the Client:
- RECORDS AND PROPERTY
- Custom Ag shall forthwith upon termination of this Agreement make available to the Client the originals, copies of all of the Client’s records and property, including all Confidential Information, including any partially completed documentation relating to work in progress, within the control or possession of Custom Ag on the date of termination provided Custom Ag is permitted to maintain copies of any records or property, including all Confidential Information, as required by applicable provincial or federal laws governing the storage, disposal and right of access to certain records.
- The Client shall forthwith upon termination of this Agreement make available to Custom Ag the originals or copies of all of Custom Ag’s records and property, including all Confidential Information, within the control or possession of the Client on the date of termination.
- Custom Ag shall retain ownership and control of all intellectual property rights including proprietary information, patents, trademarks, software, copyrights, and inventions developed by Custom Ag.
- APPLICABLE LAWS AND DISPUTE RESOLUTION
- This Agreement will be governed by and construed in accordance with the laws of the Province of Saskatchewan (without reference to its conflict of laws rules or principles) and the laws of Canada applicable therein.
- The Client and Custom Ag agree that they will make reasonable efforts to resolve any disputes arising out of or in connection with this Agreement or any Purchase Order issued thereunder. If the parties are unable to reach an amicable solution, disputes shall be resolved by binding arbitration to be held in Regina, Saskatchewan, conducted in English and in accordance with the provisions of The Arbitration Act, 1992 (Saskatchewan). In the event of any dispute, if the Client is found to have breached any term of this Agreement, the Client shall be responsible for the full costs of its arbitration.
- CONFIDENTIAL INFORMATION
- The parties shall maintain confidential and shall at no time without the prior consent of the other party use, reproduce, copy, disclose to, place at the disposal of any third party or enable any third party to use or copy any Confidential Information. Without prejudice to the foregoing, the parties shall take all reasonable measures to ensure that their employees, agents, servants or Affiliates shall observe the same obligations in respect of any Confidential Information. Any party in breach of such confidentiality shall be liable to the other party to the full extent permitted by law.
- GENERAL PROVISIONS
- Each of the provisions of this Agreement are severable and distinct from the others, and if at any time one or more of such provisions is or become invalid, illegal, or unenforceable, the remaining provisions shall remain binding.
- Client agrees Custom Ag is not responsible for any Force Majeure leading to the delays of delivering and product.
- This agreement is in effect once payment is received for any sales order or proposal sent.
- Subject to Article 2, this Agreement constitutes the entire agreement among the parties, supersedes any and all prior oral or written communications, proposals, representations and agreements, and each of the Client and Custom Ag irrevocably confirm that there are no other written or verbal agreements or representations.
- Each of the Client and Custom Ag will from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
- This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute but one and the same instrument. The parties hereto agree that this agreement may be transmitted by facsimile, pdf, e-mail or such similar device and that the reproduction of signatures by facsimile, pdf, e-mail or such similar device will be treated as binding as if originals. By paying for any of our services it is deemed that you agree to the terms of services on this page.
- Words importing the singular number only shall include the plural and vice versa and words importing gender shall include the masculine, feminine and neuter genders and words importing individuals shall include other persons and vice versa.
- Time shall be of the essence in this Agreement.
IN WITNESS WHEREOF the parties have accepted and executed this Agreement as of the day and year first written above.
By paying of any of our services you agree to the terms of services on this page and indemnify Custom Ag due to not being issues associated with not being able to deliver to COVID restrictions/delays.
SCHEDULE A
PRODUCTS AND PRICING FOR PRODUCTS
Identify the general Products to be provided by Custom Ag to the Client from time to time under one or more Purchase Orders: As per proposal signed by Custom Ag
*Prices may only be changed by a written and signed Change Order.
SCHEDULE B
CLIENT’S REPRESENTATIVE
Client’s Representative
Name: Peter Ochuba
Telephone: plant manager
Facsimile:
Email: pochuba@customagintl.com
Contact Us
If you have any questions about these Terms, please contact us.
