GENERAL TERMS AND CONDITIONS

Supermax Healthcare Canada Inc. (Supermax) sells its products through authorized distributors.
The customer who has an active account or plans to open an account with Supermax Healthcare Inc. acknowledges having read these terms and conditions of sale in their entirety as well as all terms and conditions stipulated by Supermax before placing an order. The customer’s order confirms its agreement to these terms and conditions and other terms of sale.

1 ACCOUNT OPENING

1.1. You can obtain an account registration form through our customer service or sales representatives. By opening an account, you agree to allow Supermax to have access to all your personal and private information in order to verify your credit history and solvency. If the credit check is satisfactory, an account will be open with a reasonable credit limit as determined by Supermax. This credit limit may be withdrawn or reduced at any time at Supermax’s discretion, taking into account, among other things, the history and promptness of payments. During the six (6) months following account opening (the First Orders), all new customers must pay their purchases prior to delivery. After this period, the credit limit will be established by Supermax according to the circumstances, including the purchase volume of each customer.
1.2. An opening order of no less than 100 cases of assorted products is required for all new distribution customers.

2 CREDIT APPROVAL

2.1. Unless otherwise specified, payment methods for First Orders are subject to approval by Supermax. 
2.2. Payment methods for First Orders are direct deposit or credit card.
2.3. If a customer defaults on payment, Supermax has the right to refuse an order, withhold or cancel any shipment of goods, or cancel any sale. The customer will automatically be required to make advance payments in order for the shipment of merchandise to be released.
2.4. Interest of 2% per month (24% per year) will be applied to all unpaid balances after payment term of invoicing.


3 ORDER ACCEPTANCE

3.1. All orders received by Supermax can't be canceled.
3.2. Contact your sales representative for more information about our special programs for distributors.
3.3. All orders must be a minimum of 50 cases for distributors.

4 CLAIMS

4.1. Please check your order upon receipt. If there is any damage in transit or a discrepancy in order quantities, please notify our customer service immediately upon receipt of the goods at this email address: cservice@supermaxcanada.com
4.2. Please note that if the carrier is hired by the customer, Supermax is not responsible for damage to the goods or shortages. Any goods damaged in transit must be reported by the customer on the delivery slip.

5 QUALITY ASSURANCE
5.1. Supermax holds several ISO and ASTM certifications for the manufacturing of gloves and masks. Supermax also holds an active license with Health Canada for Class I and II medical devices. Since Supermax products are constantly improving, we reserve the right to make improvements and design changes without notice and without obligation to accept trade-in of previously designed products. 
5.2. We guarantee the quality of all our products. Any product defects must be reported promptly to Supermax Healthcare's customer service department.   

6 SALES CONDITIONS

6.1. All our products are sold by case and not by the unit. 
6.2. Supermax reserves the right to change prices without notice (due to market price fluctuations or other circumstances). 
6.3. Orders must be approved and accepted in writing by Supermax.
6.4. Products will be invoiced at prices in effect on the date of shipment. 
6.5. All distributors must maintain a minimum annual purchase volume of $10,000.00. If this minimum is not reached, Supermax reserves the right to refuse any order and close the customer’s account without notice. 
6.6. Invoices are due in full within 30 days of the invoice date for authorized distributors with an active account.
6.7. 2% monthly interest (24% annual) will be charged on all late payments. 
6.8. Supermax reserves the right to refuse an order, withhold or cancel any shipment of merchandise, or cancel any sale for customers with outstanding balances. 
6.9. All products delivered to a distributor remain the property of Supermax until full payment is received. Supermax is authorized to publish the ownership of goods in the Register of Personal and Movable Real Rights.
6.10. Prepayment is required from any customer who does not have credit approval. Supermax accepts payments made by: 
        1. Certified checks or bank draft
        2. Direct deposit 
        3. Credit cards
        4. Corporate checks are accepted subject to compliance with credit terms and conditions.
6.11. The account opened at Supermax is non-transferable. If a distributor sells its business or has a change of control, it must immediately notify Supermax. In such event, Supermax may refuse an order or close the account at its discretion, without notice.

7 ONLINE SALE

7.1. Supermax allows its authorized distributors to resell Aurelia, Noah and any other brand products developed for and by Supermax on authorized distributors’ e-commerce platform. Supermax may withdraw such permission at its discretion without notice in the event of abusive trade practices.
7.2. For the Aurelia brand, Supermax does not permit any authorized or unauthorized distributor to distribute Aurelia’s brand products through any e-commerce platform such as Amazon, Walmart, Alibaba or any other platform that is considered an open marketplace and facilitates online resale. Supermax may terminate the accounts of distributors who fail to comply with these terms without notice. Except for the following products:
       1. Aurelia Transform 100, Aurelia Robust, Aurelia Hybrid
7.3. For the Noah brand, Supermax authorizes the distribution of Noah’s products solely through e-commerce platforms such as Amazon, Walmart, Alibaba or any other platform that is considered an open marketplace and facilitates online resale. Supermax may withdraw this authorization at its discretion without notice in the event of abusive trade practices.

8 DROP SHIPMENT COSTS

8.1. A 10% drop-shipment fee of the total order price including taxes will be charged to the distributor for any drop shipment requested by the customer.

9 SHIPPING AND HANDLING

9.1. Order shipping deadlines are generally 48 to 72 hours following the order confirmation.
9.2. Supermax is not responsible for delivery delays caused by carriers.
9.3. Supermax reserves the right to charge the customer for additional transport costs if the wrong transport is selected.

10 MERCHANDISE RENEWAL

10.1. The customer is entirely responsible for the rotation of his merchandise to ensure that the expiration dates are valid. No returns will be authorized by Supermax if the expiration date is less than 1 year. Credit for returned merchandise will only be given if the return is formally approved by Supermax Healthcare. Distributors must request a return authorization number from Supermax via email. Supermax is under no obligation to accept a return.

11 MERCHANDISE RETURN

11.1. Returns shipped collect will not be accepted.
11.2. Product returns must be requested within 30 business days of purchase. Supermax has no obligation to accept the return request.
11.3. We will automatically refuse all unauthorized returns. Please contact our customer service department for return instructions.
11.4. All items must be in new condition and fit for resale (i.e. in original packaging, free of damage, unmarked and without broken seals). 
11.5. The customer is responsible for the cost of shipping for all returns.
11.6. A 25% return fee will apply to all returns.
11.7. Once the merchandise is received at our office, credit will be issued to the customer based on the price listed on the original order invoice.
11.8. If the return of merchandise is the result of an order error by Supermax, we will assume full responsibility.

12 BACK ORDERED PRODUCTS

12.1. Please refer to the B/O (Back order) column of your invoice for items that were out of stock when your order was shipped.
12.2. The customer is responsible for notifying our customer service department of any order cancellation or back ordered merchandise. 
12.3. Back ordered items will be automatically sent to the customer upon receipt.

13 RESPECT OF THE NAME AND ORIGINAL PACKAGING 

13.1. The distributor agrees to resell the products only under their original name and without changing the packaging, wrapping or appearance. The products themselves may not be modified or altered in any way, and the marks, numbers and other means of identification may not be removed. Furthermore, he undertakes to ensure that the products sold to retailers or businesses are in perfect condition.

14 CONFIDENTIALITY

14.1. These terms and conditions are confidential. They must not be disclosed to any third party without prior written authorization from Supermax. Also, the distributor undertakes to reveal the terms and conditions only to the company’s members who need to be informed.

15 DEFAULT 

15.1. As the case may be, the following constitutes a distributor or customer default: 
        1. Any breach of these terms and conditions or other terms of sale stipulated by Supermax, including, without limitation, failure to pay any amount due to Supermax.
        2. If the merchandise sold to the distributor, and still in Supermax’s possession, becomes subject to any real right, foreclosure or other constraint.
        3. If the distributor has or is subject to the application of all federal or provincial bankruptcy or insolvency laws is under a receivership or interim administration or is otherwise acting outside the ordinary course of business.
15.2 In the event of default, Supermax may, without prejudice to its other rights and remedies: 
        1. Close the account, decline any order, withhold any shipment of merchandise or cancel any sale;
        2. Terminate, without notice, any agreement with the distributor or customer;
        3. Take ownership of the merchandise sold wherever it is located, without prior demand or notice or court order or other legal procedure, and the distributor agrees that it will not assert any claim and that Supermax will not be liable for any damages that may                result from Supermax taking ownership of the merchandise in question;
        4. Collect in addition to the amounts due, with the expected interests, plus collection charges representing the attorneys’ fees and disbursements retained by Supermax by multiplying the amounts due by 25%.


16 GOVERNING LAW 

16.1. This agreement is governed by the laws of the Province of Quebec and applicable laws of Canada in this matter. The parties expressly waive the application of the United Nations Convention on Contracts for the International Sale of Goods.

17 JURISDICTION

17.1. The Courts of Justice sitting in the Montreal District, Province of Quebec, shall have exclusive jurisdiction over any recourse between the distributor or customer, on one part, and Supermax.

18 LANGUAGE 

18.1. The present stipulations are also available in French.

19 ZERO TOLERANCE POLICY

19.1. Employers have a duty of diligence and must take all reasonable precautions to protect the health, safety and welfare of their employees.
19.2. Verbal abuse, intimidation and disrespect from customers is unacceptable and will not be tolerated by Supermax. All telephone or online conversations with our customer service department may be recorded for monitoring purposes. Any sexual, sexist, racist, homophobic or other comments from customers will be reported to Supermax management.
19.3. Failure to comply with this policy will result in account closure.

20 UNAUTHORIZED DISTRIBUTOR

20.1. Every authorized distributor of aurelia products certifies and agrees as a business partner to Supermax Healthcare Canada that the distributor will not resell any Supermax Healthcare Canada products to an unauthorized distributor.