Terms of service

  1. Purchase and Sale Agreement: This quotation constitutes an offer on the part of LEAF NINJAS INC., a corporation duly incorporated in the Province of Alberta (“Seller”), upon these terms and conditions to sell to the purchasing entity (“Buyer”) the stated products, plants, equipment, parts, and/or services, including interim provision of equipment to support services (“Goods”). Written acceptance of these terms and conditions by Buyer constitutes a binding agreement. Buyer is deemed to have accepted all and only the terms and conditions outlined in these Terms and Conditions if it orders some or all of the Goods. Any prior or additional terms in the Buyer’s forms or other documents are deemed to be material alterations and notice of objection and rejection of them is hereby given. No modification of Seller’s terms and conditions is binding on Seller unless agreed to in writing by Seller. 

  2. Pricing: If not specified in the attached quotation, or if Goods specified as supply only, the quoted price is FCA (Leaf Ninja’s Facility) Incoterms 2020. Buyer will pay in addition to the stated price, all charges for transportation, freight drayage and rigging of the Goods.  If Goods specified as supplied to Buyer’s site, the quoted price is CPT (Buyer project site, or warehouse, or other point of delivery specified by Seller and accepted in writing by Buyer) Incoterms 2020. Unloading is the Buyer's responsibility and cost. If Goods specified as supplied and installed, transportation of goods is included in the price and Seller is responsible for all movement, including unloading, and risk. Buyer pays all taxes based on the purchase price of the Goods. Seller reserves the right to change prices without notice. After expiry of the bid validity period, all orders are subject to the price in effect at the time of order, or until a firm order has been received and accepted by Seller, including receipt of deposit, if specified.  Any clerical errors are subject to correction. All shipping subject to fuel tax surcharge on a pass-through basis, if same is applied by third party shippers on CPT or supply and install orders. 

  3. Terms of Payment: Unless otherwise specified, live plant supply or live plant supply as set out in a statement of values, are due upon delivery, less any deposit taken.  Otherwise, terms of payment are net 30 days from date of Seller invoice. If Buyer fails to make payments when due and such failure continues for 30 days, Seller may charge Buyer interest on the overdue amounts from the date such amount became due at the rate of 2% interest per month, compounded monthly, or the maximum interest rate permitted by applicable law. Payment shall not be considered performed unless and until received by Seller. Buyer shall remain liable for any payments incorrectly directed for any reason whatsoever. 

  4. Risks: All risks regarding the Goods including without limitation, risk of loss, theft, damage or destruction, shall pass to Buyer as follows: For Supply Only contracts, under FCA or CPT Incoterms, when the goods have been loaded on the means of transport provided by or on behalf of the Buyer (“Delivery”). The carrier shall be the agent of Buyer. Buyer may inspect Goods prior to Delivery. If no such inspection is made by Buyer, Buyer will be deemed to have accepted the products upon Delivery. For live plant Supply and Install contracts, when the goods are planted into the ground. Where solar irrigation equipment is provided on an interim basis for service or maintenance agreements, after equipment is placed in the ground, until removed by Seller.

  5. Disclaimer regarding Advisory Services: The Buyer acknowledges that Seller provides consulting services solely on an advisory basis in the field of ecological restoration, revegetation, and planting approaches. Seller does not provide engineering, architectural, structural, or regulatory consulting services, and none of the recommendations provided by Seller shall be deemed professionally stamped, certified, or approved by any regulatory authority. Seller’s recommendations, methodologies, and approaches are intended solely for general informational purposes and are not warranties or guarantees of performance, outcomes, or regulatory compliance. Buyer assumes full responsibility for: (a) assessing the suitability and applicability of any recommendations provided by Seller; (b) determining whether additional engineering, structural, or regulatory approvals are required; and (c) engaging a qualified, licensed professional where such approvals are necessary. Seller expressly disclaims any liability arising from Buyer’s reliance on its recommendations. Buyer agrees to indemnify and hold Seller harmless against any claims, liabilities, or damages resulting from implementation of recommendations, including but not limited to environmental, safety, or regulatory non-compliance.

  6. Manner of Transportation: Unless specified by Buyer, Seller may prepare Goods for Delivery in any commercially reasonable manner. 

  7. Delivery Date: The Delivery Date quoted by Seller is its best estimate and is based upon the conditions in its works at the time of quotation. The Delivery Date is an estimate and in no event shall time be of the essence regarding such date. Post acceptance changes to the specifications will affect the Delivery Date and Seller shall bear no liability for any schedule delay arising therefrom. 

  8. Delay by Buyer: Buyer may not delay Delivery of the Goods without Seller’s consent and Buyer agrees to pay all costs including any storage, overwintering, and other expenses such delay imposes on Seller. If Delivery of the Goods is delayed by Buyer without Seller’s consent, payments in full of the purchase price for such Goods shall become due when Buyer is notified that Goods are ready for Delivery and the Goods shall thereafter be held at Buyer’s risk. Seller assumes no liability for survival rates where live goods are overwintered due to Buyer delay. 

  9. Changes: After execution of an order under this Agreement, the Goods shall be provided as set out in the quotation, in accordance with the specifications, and Delivery Date, as defined herein. (a) Any Changes to the specifications requested after execution of this Agreement shall be subject to a Change Order. The Buyer shall not require, nor shall Seller undertake, any work in furtherance of the Change without receipt of a valid Change Order in writing, signed by the Parties, which minimally includes a description of the changes to design, specification, price and schedule. (b) The Buyer may request Seller Delivery acceleration. Granting acceleration is solely within Seller’s discretion. Upon receipt of an acceleration request in writing, Seller shall provide the Buyer with a Proposed Change Notice (“PCN”) covering the cost of such acceleration. Upon execution of a Change Order arising from the PCN Seller shall undertake the agreed upon acceleration in accordance with the Change Order. 

  10. Force Majeure: Seller shall not be liable for delay or failure in performance resulting from acts beyond the control of Seller, including but not limited to, strikes, or labour or industrial disturbances, civil disturbances, acts, orders, legislation, regulations or directives of any governmental or other public authorities, acts of public enemies, riots, sabotage, epidemics, pandemics, blockages, embargoes, shortages of labour, materials and suppliers, delays of suppliers, lightning, earthquakes, fire, storms, hurricanes, floods, washouts, explosions and acts of God.

  11. Set-Offs: Buyer will not have the right to claim compensation or to set-off against any amounts which become payable to Seller herein or otherwise.

  12. Warranty: Where a maintenance contract is specified in the agreement, Seller warrants to Buyer and its successors and assigns that the Goods shall achieve total survival rate as specified in the attached quotation, over the period of the maintenance contract. Goods shall be of good quality and planted/installed in a proper and workmanlike manner. Without restricting any remedy of the Buyer for Seller's breach of any term or condition hereon, and subject to and upon inspection by Seller of any such alleged defect in Goods or Service, upon confirmation by Seller that such defect exists and is Seller’s sole responsibility to remedy hereunder, Seller shall replace or correct, at Seller’s sole discretion and expense any affected Goods. If warranty work is performed by Seller on the Goods then the warranty will be extended under the same time period terms stated above on the resupplied or corrected Goods. No warranty shall apply to any Goods upon which actions have been taken by the Buyer or their agent unless authorized by Seller, nor to Goods which have been subjected to misuse, mishandling or negligent operations. Normal wear and tear on Goods shall not constitute a warranty defect. For supply only contracts, the Seller shall delivery viable Goods upon delivery and no warranty thereafter is offered. SELLER MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE GOODS OR SERVICES OTHER THAN SPECIFIED IN THIS SECTION. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.

  13. Limitation of Remedies: Seller’s entire liability and Buyer’s sole and exclusive remedy for any and all claims arising from, or related to, the performance, non-performance, breach, or default by Seller, whether arising in contract, tort (including negligence), strict liability, or otherwise, shall be strictly limited to the recovery of direct damages, subject to the warranty provisions outlined in Section 12 herein. Under no circumstances shall Seller’s aggregate liability exceed the total amount actually paid by Buyer to Seller for the specific Goods or Services giving rise to the claim. In no event shall Seller be liable for any special, indirect, incidental, consequential, punitive, or exemplary damages, even if Seller has been advised of the possibility thereof, including, but not limited to: (a) loss of profits, revenue, or anticipated savings; (b) business interruption or delay damages; (c) loss of opportunity, goodwill, or reputation; or (d) any third-party claims arising from Buyer’s use or implementation of the Goods or Services. Buyer acknowledges and agrees that Seller provides consulting services strictly on an advisory basis, as set forth in Section 5 herein. Seller’s recommendations shall not be deemed engineering, architectural, structural, or regulatory advice, nor shall they be considered warranties or guarantees of any kind. Buyer assumes sole responsibility for: (a) assessing the applicability and suitability of any recommendations provided; (b) ensuring compliance with all applicable laws and regulations; and (c) obtaining any required professional approvals. Seller shall bear no liability for the implementation or outcomes of such recommendations. Buyer expressly waives any claims related to performance outcomes and shall indemnify, defend, and hold harmless Seller, its affiliates, employees, agents, and subcontractors from any and all claims, liabilities, damages, losses, costs, and expenses (including legal fees) arising from: (a) Buyer’s implementation of recommendations provided by Seller; (b) Buyer’s failure to obtain necessary engineering, structural, or regulatory approvals; and (c) third-party claims arising from Buyer’s use of Seller’s consulting services.

  14. Installation: If the Goods are to be planted/installed by Seller and Buyer delays installation, all costs, losses and charges attributable to such delay shall be paid by Buyer.

  15. Intellectual Property: Nothing in the Agreement is to be construed as a grant or assignment of any license or other right to Buyer of any of Seller’s or its affiliates' intellectual property rights, whether patent, trademark, trade secret, copyright or otherwise. All improvements and developments related to the Products or Services arising out of the efforts of Seller and Buyer will be owned exclusively by Seller, and Buyer shall reasonably cooperate with Seller in confirming that result.

  16. Confidential Information: With respect to confidential information concerning the Goods or Services and the transactions subject to the Agreement that Buyer comes to know either through disclosure from Seller or otherwise, Buyer (a) shall not disclose the information to any third party, (b) shall not use the information for any purpose other than evaluation and use of the Products, and (c) acquires no ownership, license or other interest in the information.

  17. Failure to Pay: If Buyer fails to make payments to Seller when due the entire purchase price (or progress payments, as applicable) for all delivered Goods shall immediately become due and payable. Seller may refuse to perform any other further obligations hereunder and all warranties and obligations regarding the Goods shall automatically terminate. Buyer shall not oppose any lien placed by or Labour and Material Bond claim pursued by Seller. Buyer shall bear full liability for any fraudulent payments made to any party other than Seller and shall name Seller as an additional insured on its cyber insurance, social engineering and fraud insurance policies. 

  18. Retention of Title and Security Interest: Until the purchase price for the Goods is paid in full to Seller, Seller shall retain all property in, ownership of, and title to the Goods. Buyer hereby grants to Seller a security interest in the Goods together with all proceeds therefrom as security for the performance and payment of the purchase price.

  19. Insurance: From the point of Delivery until the purchase price for the Goods is paid in full to Seller, including, for greater certainty, services which may include placing and operating irrigation or other equipment, Buyer shall insure and keep insured the Goods against loss or damage to their full insurable value and Buyer hereby assigns to Seller all monies which may become payable under any insurance policy. Buyer shall cause all such policies to contain a standard mortgage clause in favour of the Seller.  

  20. Documentation and Applicable Rights: At the request of Seller, Buyer will join with Seller in executing such additional security agreements, financing statements for public filing, or other documents to secure Seller’s interest in the Goods to its satisfaction. Buyer authorizes Seller to file, in jurisdictions where this authorization will be given effect, financing statement(s) signed only by the Buyer. Seller shall have all the rights and remedies allowed by law of the jurisdiction which governs this agreement, and, in those jurisdictions which have adopted a Personal Property Security Act or the equivalent providing for a retention of a security interest to secure payment for goods sold or financed, Seller shall have the rights and remedies of a secured party thereunder. In those provinces which have not adopted a Personal Property Security Act or the equivalent providing for a retention of a security interest to secure payment for goods, sold or financed, legal title with right of possession upon default to all Goods shall remain in Seller until the full purchase price has been paid to Seller and Buyer shall be liable for any deficiency.

  21. No Rejection by Buyer: Under no circumstances is Buyer permitted to reject Goods tendered or to return any Goods without Seller’s prior inspection, confirmation, and written consent. If Buyer alleges goods are non-conforming, Seller shall promptly inspect same and determine validity of the claim. Where goods are found to be non-conforming by Seller, Seller, in its sole discretion and expense, may (a) re-supply the Goods; or (b) re-stock the Goods; or (c) correct the deficiency. If, upon inspection, confirmation and written consent, Seller agrees to accept return of conforming Goods, Buyer shall pay a re-stocking fee of not less than 50% of the plant supply price, plus loading and transportation costs. In no event will Seller accept return of non-viable plants which were conforming at the time of Delivery. 

  22. Entire Agreement and Amendment: This agreement, together with the agreements or other documents to be delivered pursuant hereto, constitute the entire agreement between the parties pertaining to the subject matter hereof and supersede all prior formal and informal agreements, proposals, promises, inducements, representations, conditions, warranties, understandings, negotiations and discussions, whether oral or written, of the parties. No waiver, change, amendment, discharge of, or addition to, any term or condition hereof, shall bind Seller unless made in writing and signed by an authorized officer of Seller and, without limitation, no terms or conditions which may be contained in Buyer’s order form shall bind Seller unless such order form is signed by an authorized officer of Seller.

  23. Rights Cumulative: No right or remedy of Seller hereunder shall be deemed to be exclusive of any other right or remedy hereunder and Seller shall be entitled to exercise such rights or remedies, separately or cumulatively.

  24. No Assignment: Neither this agreement nor any right granted hereby is assignable by Buyer without Seller’s prior written consent.

  25. Severability: Any provision of this agreement which is prohibited or unenforceable in any jurisdiction shall, in such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provision hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

  26. Governing Law: This agreement shall be governed by and interpreted in accordance with the laws of the Province of Alberta and the parties submit to the jurisdiction of the Courts of the Province of Alberta.

  27. Language: The parties have requested and hereby confirm such request that this contract as well as all documents and notice issued thereunder or relating thereto be drawn up in English.