Désirables Reseller Terms and Conditions (“Reseller Terms and Conditions”)
IMPORTANT: PLEASE READ THESE RESELLER TERMS AND CONDITIONS CAREFULLY AND MAINTAIN A COPY FOR YOUR RECORDS.
BY SUBMITTING: (A) An order, OR (B) A PROSPECTIVE order; OR (C) ANY SIMILAR BUSINESS OPPORTUNITY OR OFFER TO ANY DÉSIRABLES ENTITY, OR BY SIGNING UP THIS DOCUMENT,
YOU ACCEPT AND AGREE TO BE BOUND BY THESE RESELLER TERMS AND CONDITIONS, THE
DOCUMENTATION, AND THE OTHER ITEMS REFERENCED HEREIN AND THEREIN (COLLECTIVELY,
THE “AGREEMENT”), ALL OF WHICH ARE INCORPORATED INTO AND FORM PART OF THE
AGREEMENT WHERE (“Documentation”) means the OFFICIAL written information pertaining to the
Agreement and made available by Désirables to you as updated or amended by Désirables from time to
time. YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND ALL OF THE PROVISIONS OF
YOU MUST ACCEPT THE AGREEMENT BEFORE YOU CAN: (A) SUBMIT An order, OR (B) SUBMIT
A PROSPECTIVE order; OR (C) SUBMIT ANY SIMILAR BUSINESS OPPORTUNITY OR OFFER TO
ANY DÉSIRABLES ENTITY; OR (D) RECEIVE ANY PRODUCT OR CONSIDERATION OF ANY KIND
FROM DÉSIRABLES. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT,
THEN DÉSIRABLES IS UNWILLING to sell any products AND HAS NO OBLIGATION TO PAY ANY
CONSIDERATION OR ANY AMOUNTS TO YOU.
THE AGREEMENT IS BETWEEN THE DÉSIRABLES ENTITY THAT ACCEPTS THE ORDER FOR THE
APPLICABLE PRODUCT (“DÉSIRABLES,” “WE,” OR “US”) AND THE INDIVIDUAL OR LEGAL ENTITY
THAT SUBMITS THE ORDER OR THAT SIGNS UP THIS DOCUMENT (“RESELLER” “DEALER” “YOU,”
OR “YOUR”). THE AGREEMENT MAY APPLY TO MULTIPLE DÉSIRABLES ENTITIES WITH RESPECT
TO DIFFERENT PRODUCTS PROVIDED THAT NO DÉSIRABLES ENTITY HAS THE RIGHT TO ENTER
ANY CONTRACT ON BEHALF OF OR AS AGENT FOR ANY OTHER DÉSIRABLES ENTITY. IF YOU
ARE PART OF OR OTHERWISE ENTERING INTO THE AGREEMENT ON BEHALF OF A COMPANY OR
OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, IN WHICH CASE THE TERMS “RESELLER,” “DEALER”, “YOU” OR “YOUR” WILL REFER TO SUCH
1.0 PRODUCTS, NON-EXCLUSIVE APPOINTEMENT & TERRITORY.
1.1 AUTHORIZATION: Subject to and in accordance with the terms and conditions of this Agreement,
Désirables hereby authorizes Dealer and Dealer hereby accepts such authorization to market and resell
in the Designated Channel that is in the Territory only those Désirables Products purchased pursuant to
the Order. “Designated Channel” means end user customers who are buying for their own use and not
for resale. “Territory” means: (a) in the case of a Dealer located in Canada, Canada; (b) in the case of
a Dealer located in the United States, the United States; and (c) for all Dealers, regardless of their own
location, worldwide excluding the United States and Canada. Dealer’s authorization is non-transferable
and non-exclusive. Dealer acknowledges that Désirables reserves the unrestricted right to directly sell,
market and distribute, or to grant to others the right to sell, market and distribute the Products in the
Territory and the Designated Channel. Dealer further acknowledges that Désirables also reserves the
unrestricted right to grant exclusivity to a particular country or countries outside of the United States or
1.2 MINIMUM ORDERS: Dealer Order may be subject to any minimum order requirements specified by
Désirables from time to time and such minimum order requirements may be adjusted by Désirables at
any time in its discretion with or without notice to Dealer.
1.3 SPECIFICATIONS: Product features, dimensions and other specifications set forth Désirables sales
literature or Information are subject to change. Désirables may, without affecting its obligations under an
accepted Order, make changes in the specifications of the Products delivered under an Order from those
contained in sales literature or Information.
1.4 APPOINTEMENT: Subject to the terms and conditions of this Agreement, Désirables hereby
appoints Reseller as a non-exclusive Reseller of the Products for resale to and use by its direct
customers and managed service provider customers and those who use Products through its direct
customers or managed service provider customers (collectively “User/s”). Reseller’s territory shall be
as set forth in the Documentation or as otherwise agreed by Reseller and Désirables (the “Territory”).
Reseller agrees that it shall not directly or indirectly market, sell or otherwise promote the Products
outside the Territory unless otherwise agreed by Désirables.
1.5 NON-EXCLUSIVE: Each party acknowledges and agrees that this appointment from Désirables
is non-exclusive, and Désirables may appoint other Resellers and may use its own sales personnel to
market, promote and sell the Products and nothing contained herein shall prohibit or otherwise restrict
Désirables from soliciting or doing business with Users or marketing, promoting, or referring leads to third parties engaged in a business similar to or competitive with Reseller. Furthermore, Désirables may, at any time and in its sole discretion, refuse to approve the resale of the Products to any User for any reason or no reason without liability or payment obligation of any kind.
2.0 TERM, TERMINATION AND SURVIVAL
2.1 TERM: This Agreement shall commence on the Effective Date and remain in full force and effect
for such period of time as Dealer is engaged in the resale of Products purchased pursuant to this
Agreement. Once all Products purchased pursuant to the Order have been sold by Dealer all of the rights
and licenses granted to Dealer hereunder shall terminate.
2.2 ENTIRE AGREEMENT AND AMENDMENT: This Agreement constitutes the entire agreement
between the parties pertaining to the subject matter hereof and supersedes all prior agreements,
proposals, promises, inducements, representations, conditions, warranties, understandings, purchase
or sales orders, negotiations and discussions, whether oral or written, of the parties. Any modification,
amendment, supplement or other change to this Agreement must be in writing and signed by duly
authorized representatives of the parties. As used herein, the term “Agreement” shall include any such
future modifications, amendments, supplements or other changes hereto. No terms or conditions which
may be contained in Dealer’s order forms, purchase orders or any other document not agreed to in
writing by Désirables shall bind Désirables. This Agreement will enure to the benefit of and be binding
upon the parties and their respective successors, heirs and permitted assigns. Désirables reserves the
right to change the terms and conditions of this Agreement at any time and without notice and Dealer is
responsible to review this Agreement each time Dealer submits an Order.
2.3 INTERVENING EVENTS: Désirables shall not be liable for delay or failure in performance resulting
from acts or events beyond the control of Désirables, including but not limited to, strikes or labour
or industrial disturbances, civil disturbances, acts, orders, legislation, regulations or directives of any
government or other public authorities, acts of public enemies, riots, sabotage, blockages, embargoes,
shortages of labour, materials and suppliers, delays or failures of suppliers, lightning, earthquakes, fire,
storms, hurricanes, floods, washouts, explosions and acts of God.
2.4 NO ASSIGNMENT: Neither this Agreement nor any right granted hereby is assignable by Dealer
without Désirables’s prior written consent. Désirables may assign this Agreement at any time without
notice to Dealer.
2.5 SEVERABILITY / WAIVER: Any provision of this Agreement which is unenforceable in any jurisdiction
shall, in such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in
any other jurisdiction. No delay or omission by a party to exercise any right or power it has under this
Agreement or to object to the failure of any covenant of the other party to be performed in a timely and
complete manner, shall impair any such right or power or be construed as a waiver of any succeeding
breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights.
3.0 PRICING, PAYMENTS, TAXES, FEES & SURCHARGES
3.1 PRICING: Product pricing is reflected in the Invoice. All dollar amounts on the Invoice and on
the Site are in Canadian Dollars. Prices for future Invoices are subject to change without notice, at
Désirables’s sole discretion. Prices are E.X.W., unless otherwise specified in a particular Invoice. Dealer will pay, in addition to the stated price, all taxes howsoever designated, levied or based on the purchase price of the Products or their use including federal, state, provincial and local, sales, use, privilege, excise, property or other taxes, and all other rates, levies, fees, duties, assessments or other charges imposed by any government (municipal, provincial and federal) on or in respect of this Agreement or the Products or their purchase, importation, delivery, possession, use and operation.
3.2 PURCHASE INVOICES: All Invoices for Product(s) shall be deemed to be an offer by you to
purchase Product in accordance with these Standard Terms. Acknowledgement of receipt of an Order
shall not constitute acceptance of an Order by Désirables unless acceptance is expressly stated in such
acknowledgement. Désirables reserves the right to decline to accept any Order entirely at its discretion
and for any reason. An Order shall only be accepted by Désirables when Désirables does so in writing or
when Désirables delivers Products to Dealer, whichever occurs first. Désirables agrees that it shall use
commercially reasonable efforts to promptly notify Dealer of its intention to reject any Invoices. Once the
Order has been accepted, Désirables may make partial shipments if some items are on backorder.
3.3 DEALER'S CUSTOMER PRICES: Désirables shall have sole discretion as to the selling price of
Product to the Reseller’s customers. For any promotion, solds or change in the prices, the Reseller
must submit a request to Désirables. Désirables reserves the right to decline or accept any other price
submitted by the Reseller.
3.4 TERMS OF PAYMENT: Unless otherwise agreed in writing by Désirables, payment shall be due and
payable in full via credit card, check or bank transfert prior to shipment of Product. Time for payment by
Dealer shall be of the essence. In certain circumstances, Désirables may elect to invoice Dealer and any
such invoice shall be due and payable within 30 days of receipt thereof, after which time Désirables shall be entitled to interest at a rate of twelve percent (12%) per annum on any overdue amounts outstanding. In the event that Dealer presents an NSF cheque to Désirables, Désirables shall be entitled to an additional charge of 35.00$. Dealer shall indemnify Désirables for all of Désirables’s reasonable costs and expenses (including without limitation, reasonable legal fees) associated with the collection of any unpaid amounts due and payable hereunder. Dealer will not have the right to claim compensation or to set-off against any amounts which become payable to Désirables herein or otherwise.
3.5 TITLE: If Dealer makes payment in advance title to and ownership of the Products shall pass to
Dealer on delivery of Product by Désirables, otherwise title to and ownership of Products shall not pass
to Dealer and shall remain with Désirables until Dealer has paid all payments and other amounts owing
to Désirables under this Agreement in full and has performed all obligations under this Agreement in full;
thereupon, title to and ownership of the Products shall vest in Dealer without further act.
3.6 USER PRICING & PAYMENTS: Subject to the terms of this Agreement, with respect to Users,
Reseller shall be solely and exclusively responsible for all contracting, charging, invoicing and collecting.
3.7 TAXES, WITHHOLDING: Reseller shall be solely responsible for any applicable sales, use or any
other taxes (collectively “Taxes”) payable under, or arising out of, or in connection with, this Agreement
and will not withhold any Taxes from payment to Désirables.
3.8 PRICE CHANGES: Pricing is subject to change upon notice by Désirables to Reseller. Any changes
made to such pricing shall not retroactively affect any obligation incurred hereunder prior to the time of
such change. The price modifications shall take effect after notice unless Reseller provides written notice to Désirables that Reseller does not accept the proposed modifications to pricing, in which case the parties shall negotiate in good faith regarding the proposed changes. If the parties are unable to agree on the changes, then Désirables may terminate this Agreement immediately without further obligation or liability. Notwithstanding the foregoing, Désirables reserves the right to add additional charges for any new or additional Products provided to Reseller by Désirables under this Agreement at any time.
4.0 SHIPPING AND TRANSPORTATION
4.1 MANNER OF TRANSPORTATION AND DELIVERY DATE: Désirables may ship in any manner convenient
to Désirables. Any delivery date quoted by Désirables is its best estimate and is based upon the
conditions in its works at the time, and therefore such date shall be interpreted as being estimated
only and in no event shall time be of the essence regarding such date or shall Désirables be liable for
any failure to do so. If Désirables learns it cannot ship within the estimated times, Désirables will use
commercially reasonable efforts to advise Dealer of the new estimated shipment date. For items on
backorder, Désirables may ship whenever the Product becomes available without any notice to Dealer.
4.2 RETURNS: Dealer must accept all Products tendered under this Agreement. Under no
circumstances is Dealer permitted to reject Products tendered or to return Products without Désirables’s
prior written consent. All returns must be in the original Désirables packaging and contain all items provided with the Product. Dealer must contact Désirables to discuss the best way to handle every return.
5.0 RESELLER OBLIGATIONS
5.1 RISK: Dealer hereby assumes all risks regarding the Products, including without limitation, risk of
loss, theft, damage or destruction (and whether or not insured against) upon delivery of the Products by
Désirables to the Reseller’s place of business.
5.2 CANCELLATION / DELAY BY BUYER: Dealer may not cancel Orders for Products available for
immediate shipment. Dealer may, on written notice of cancellation received by Désirables no less than
one (1) business day prior to actual scheduled shipment date cancel Orders for pre-ordered Products or
Products on backorder.
5.3 DEALER OBLIGATIONS: Dealer represents, warrants and agrees that it shall, at all times in the
performance of, and in accordance with the terms and conditions of, this Agreement, comply with the
following obligations, responsibilities and terms and conditions: (a) employ personnel reasonably familiar with the operation of the Products; (b) devote such time and effort that is reasonable to sell and promote, market, advertise and extend, in good faith, sales of Products to customers in the Territory; (c) provide interested customers in the Territory with all information and material at the disposal of Dealer relating to the Products and their operation, function or otherwise; (d) conduct business in its own name and, except to the extent expressly provided in this Agreement, without representing, in any manner and to any extent, that Dealer or its representatives are either affiliated with, or is a part of, Désirables, provided that Dealer may designate itself as an “Authorized Désirables Reseller” in relation to all such business; (e) render to Désirables, at its expense, all reasonable assistance in any connection with Product problems, warranty service or other matters arising as a result of Dealer sales of Products; (f) comply with all applicable laws; (g) not in any manner or to any extent whatsoever: (i) engage in deceptive, illegal, misleading, or unethical practices that are or might be detrimental to Désirables, Products, customers or the public; (ii) engage in the publication or utilization of any misleading or deceptive advertising material with respect to any Product or concerning Désirables (iii) make any representations, warranties, covenants, or guarantees whatsoever to anyone with respect to any Products or concerning Désirables, that are, in any manner or to any extent, inconsistent with those provided directly by Désirables to Dealer or that otherwise have not been expressly authorized in writing by Désirables; (iv) not sell Products to anyone outside of the authorized Designated Channel and Territory nor export the Products; (v) any expenses on behalf of Désirables without Désirables’s prior written consent. All costs and expenses incurred by Dealer in any connection with this Agreement shall, except to the extent otherwise agreed to by the parties in writing or as is otherwise expressly set forth herein, be the sole responsibility and liability of, and shall be paid by, Dealer.
5.4 NO REDISTRIBUTION: Unless approved by Désirables in writing, Reseller may not allow other
entities to resell or otherwise redistribute the Products and Reseller acknowledges that, in such event,
Désirables or its Suppliers may, with no liability to Reseller or its Users, terminate the Products to any
affected Users as well as contact such Users and offer the sale of the Products from Désirables directly.
6.0 INDEPENDENT CONTRATOR
6.1 Reseller is an independent contractor, and nothing contained in this Agreement shall be construed to
(i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners agents, franchisee or franchisor or otherwise, or (iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever. Reseller is not an employee of Désirables and is not entitled to any employee benefits. All financial and other obligations associated with each party’s business are the sole responsibility of such party. Reseller represents and warrants that it: (a) will not make any representation, warranties, or guarantees on behalf of Désirables, and (b) will not disparage Désirables in any manner or otherwise harm Désirables’s business or reputation.
7.0 INTELLECTUAL PROPERTY
7.1 MARKETING AND TRADEMARKS: (a) Use of Marks. Dealer recognizes Désirables’s ownership and
title to its trademarks, service marks and trade names whether or not registered (collectively “Désirables Marks”). Dealer shall not acquire any rights in Désirables Marks nor will it act to impair the rights of Désirables in and to such Désirables Marks. Dealer is hereby granted a limited, non-exclusive and revocable at any time permission to reproduce the Désirables Marks associated with the Products
that are identified and approved by Désirables from time to time to the extent reasonably necessary in
carrying out Dealer’s Product marketing, advertising, servicing and sales activities authorized hereunder,
subject to any directions, guidelines or policies communicated by Désirables to Dealer. Dealer agrees:
to display any and all such notices in respect of the use of any Désirables Marks as Désirables may
reasonably request, including notices indicating that such marks are used under license or are registered in the name of Désirables (or other persons); that any and all goodwill associated with the Désirables Marks, including Dealer’s reproduction and advertising of the Désirables Marks and sale of Products as permitted hereunder, shall ensure exclusively to the benefit of Désirables or its licensors; not ever, in any jurisdiction, dispute or contest for any reason whatsoever, directly or indirectly, the validity, ownership or enforceability of the Désirables Marks, nor to take any actions or do anything that may infringe or impede on Désirables’s or its licensors rights in and to the Désirables Marks. Any unauthorized use or modification of the Désirables Marks is expressly prohibited. (b) Marketing Collateral. Désirables may, in its discretion, provide available data, images, photos, and other varieties of information regarding Products and services that is intended to support marketing and sale of Products (collectively “Information”). Désirables hereby grants Dealer a royalty-free, non-exclusive and revocable license to distribute, display and promote the Information solely for the purpose of advertising, promoting and selling the Products on the terms hereof. Désirables may revoke such license at any time if, in the determination of Désirables, Dealer’s use, marketing, distribution, display or promotion is detrimental to the Product and/or the business and affairs of Désirables. Désirables does not warrant that Information will be current or error-free. Dealer may not adapt or change any Information without written permission of Désirables.
7.2 PUBLICITY: Dealer may, subject to the terms hereof, generally publicly disclose that Dealer is
an “Authorized Désirables Reseller”. Any other public statements or releases by Dealer regarding the
relationship between the parties shall require the prior written approval of Désirables.
7.3 USE OF MARKETING MATERIALS: Désirables may make available certain marketing Materials
(“Materials”) to Reseller for use by Reseller in marketing the Products. Reseller acknowledges and
agrees that Désirables owns the copyright in such Materials and reserves all copyright therein. Reseller
may modify the marketing Materials to incorporate Reseller’s name and trademark(s); provided, however, that Reseller must obtain Désirables’s written approval prior to the use, distribution or disclosure of any modified Materials. Reseller may use these Materials to market and promote the Products under the terms and conditions of this Agreement, but except as expressly set forth in this Section, these Materials shall not be copied, reproduced, modified, transmitted, displayed, performed, distributed, or otherwise used in whole or in part in any manner without Désirables’s prior written consent.
7.4 NO OTHER RIGHTS GRANTED: Except as explicitly set forth in this Section, the parties agree and acknowledge that neither party is granted any license, express or implied, to or under any patent, copyright, trademark, service mark,trade secret or other intellectual property right of the other party.
8.0 INDEMNIFICATION, LIMITED WARRANTY AND LIMITATION OF LIABILITY
8.1 PRODUCT WARRANTY: Désirables shall provide its standard Product limited warranty statement
with the Product for end user customer benefit (“Customer Warranty”). Dealer agrees to provide its
customers with notice of the Désirables Customer Warranty. EXCEPT AS SET OUT IN THIS SECTION,
DÉSIRABLES PROVIDES NO WARRANTIES TO DEALER AND EXPRESSLY DISCLAIMS AND
EXCLUDES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES,
REPRESENTATIONS, PROMISES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, ORAL OR
WRITTEN, AND WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, FROM A COURSE
OF DEALING OR USAGE OF TRADE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES
OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY
WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ANY WARRANTY WITH RESPECT
TO THE FUNCTIONALITY, DURABILITY, COMPATIBILITY, OPERATION OR USE OF THE PRODUCTS
OR THAT THE PRODUCTS WILL MEET ANY PERSON’S REQUIREMENTS OR THAT ANY OR ALL
DEFECTS WILL BE CORRECTABLE.
8.2 WARRANTY SERVICE: In the event of a failure of a Product sold by Dealer to comply with the
Customer Warranty, Dealer customers may, subject to the terms and conditions of the Customer
Warranty: (a) contact Désirables for service assistance at email@example.com; and (b) Désirables will make the determination if a replacement product can be sent to the customer.
8.3 DEALER WARRANTY: Dealer represents and warrants to Désirables that: (a) it shall use reasonable
care in relation to the performance of its obligations hereunder and in providing services to customer and such performance shall be in a diligent and workmanlike manner consistent with standards generally observed in the industry for similar services; and (b) it has all necessary skill, experience and competence required to perform this Agreement and provide necessary installation services to its customers.
8.4 Limitation: IN NO EVENT AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE
LAW SHALL DÉSIRABLES, ITS SHAREHOLDERS, AFFILIATES, CONTRACTORS, SUPPLIERS AND
AGENTS AND THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES (COLLECTIVELY
THE “DÉSIRABLES PARTIES”) BE LIABLE TO DEALER OR ANY THIRD PARTY FOR ANY SPECIAL,
CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OR ANY OTHER
COMMERCIAL OR ECONOMIC LOSS OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, IN RESPECT OF LOSS OF PROFIT OR REVENUE, COSTS OF
DELAY, LOSS OF TIME OR INCONVENIENCE OR COSTS OF PROCURING SUBSTITUTE PRODUCTS)
EVEN IF SUCH DAMAGES ARE FORESEEABLE OR THE DÉSIRABLES PARTIES HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DÉSIRABLES PARTIES’ TOTAL LIABILITY
AND OBLIGATION IN THE AGGREGATE FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN ANY
CONNECTION WITH THIS AGREEMENT, WITH RESPECT TO ANY EXPENSE, DAMAGE, LOSS,
INJURY, OR LIABILITY OF ANY KIND, REGARDLESS OF THE CAUSE OR FORM OF ACTION OR
THEORY OF LIABILITY (INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, BY STATUTE
OR OTHERWISE) SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES SUFFERED AND SHALL NOT EXCEED THE ACTUAL AMOUNTS PAID BY DEALER TO DÉSIRABLES UNDER THE APPLICABLE
ORDER IN RESPECT OF THE PRODUCTS SUBJECT TO THE CLAIM.
All disclaimers and limitations set forth herein shall apply regardless of the nature of any cause of action or demand (including, but not limited to breach of contract, breach of warranty, negligence, strict liability, tort or any other cause of action) and shall survive a fundamental breach or breaches and/or failure of the essential purpose of this Agreement or any remedy contained herein.
8.5 INDEMNITY: Dealer hereby agrees to indemnify and hold harmless the Désirables Parties and their
successors and assigns from and against all liabilities, obligations, costs, losses, demands, actions,
proceedings, claims, damages and penalties (including, without limitation, all legal costs and costs
of enforcement) incurred or suffered by any of the Désirables Parties and arising out of or relating to
Dealer’s performance or breach of this Agreement or Dealer’s purchase, possession, use, operation or
re-sale of Products.
9.1 GOVERNING LAW: This Agreement shall be governed by, construed and enforced in accordance
with the laws of the Province of Québec, Canada, without regard to conflict of laws principles. Any
and all disputes arising under this Agreement, whether as to interpretation, performance or otherwise,
shall be subject to the jurisdiction of the courts of the Province of Québec and each of the parties
hereto hereby irrevocably attorns to the jurisdiction of the Courts of the Province of Québec, Canada.
The parties expressly exclude the application of The United Nations Convention on Contracts for the
International Sale of Goods to this Agreement.
9.2 INCONSISTENCIES: In the event of any inconsistencies or conflicts between the terms of
this Agreement and the terms of any schedules or other documents attached to or relating to this
Agreement, the terms of this Agreement will prevail, unless otherwise expressly stated and agreed to in a signed writing by the parties.
9.3 NOTICES: Any notice or other communications given under this Agreement shall be in writing and
shall be given by electronic communications (email) and shall be effective upon receipt.
9.4 LANGUAGE: It is the express wish of the parties that this Agreement and any related documents
be drawn up in the English language. Les parties confirment qu’il est de leur volonté expresse et
réciproque que cette convention et tout document qui s’y rattache soient rédigés en anglais.
9.5 COMPLIANCE WITH LAW AND EXPORT REGULATIONS: Reseller represents that it shall comply with:
(a) all laws, rules and regulations and obtain and maintain all required licenses, permits, certificates and
authorizations; and (b) with the Désirables policies, conditions and workplace rules provided to you
including Désirables’s Confidentiality Policy set forth as Exhibit A hereto (collectively the “Policies”) as
such Policies may be updated from time to time in Désirables’s sole discretion. Reseller acknowledges
that the Products are subject to controls under applicable export laws and agrees that it will not and shall not permit any User to export or re-export the Product in any form in violation of the export laws of any jurisdiction.
9.6 ADVERTISING AND PUBLICITY: Except for Materials already made public, neither Party will distribute
any news releases, articles, brochures, speeches, or advertisements concerning this Agreement, nor
use the other Party’s name or trademarks (or any variation thereof), without the other Party’s prior written