These Terms and Conditions (the “Terms”), referenced in and incorporated by any legal documents pertaining to a customer’s order (the “Order Documents”), including but not limited to quotes, estimates, sales orders, order confirmations, and invoices, govern the contractual relationship between VINETECH CANADA INC. (“VTC”) and all purchasers of its products (each a “Customer”).
In the event of a conflict between these Terms and the Order Documents, the terms and conditions contained in the Order Documents shall prevail. Any conflicting provisions in these Terms shall be deemed invalid without affecting the validity of the remaining provisions of these Terms or the Order Documents.
- Price and Terms of Payment
1.1 The Customer shall pay the total price stated on the Order Documents, including costs for storage, freight, packaging, hot water treatment, and applicable HST.
1.2 Payment terms are as follows:
- A deposit is required as indicated on the Quote. Deposits are payable within the timeframe specified in the Quote.
- Orders are not confirmed until both the deposit and a signed copy of the Quote are received by VTC.
- The balance is payable prior to the vines leaving VTC.
- Overdue accounts are subject to interest at 2% per month from the payment due date.
1.3 Deposits are non-refundable.
1.4 Payments returned due to non-sufficient funds (NSF) will incur an administrative fee of $75.
- Collection of Orders
2.1 Collection times provided by VTC are estimates only. VTC shall not be liable for delays or failures to supply due to any cause beyond its control.
2.2 Customers in British Columbia must collect vines by June 1 of the sale year, while customers in other provinces must collect vines by July 1, unless otherwise agreed in writing. Customers must notify VTC at least three (3) business days before the desired collection date. Collection hours are weekdays from 9:00 AM to 4:00 PM, local time at the designated VTC pick-up location for your province.
2.3 If the Customer fails to collect the order by the applicable deadline (June 1 for British Columbia and July 1 for the rest of Canada), VTC may:
- Retain any payments made by the Customer.
- Charge reasonable storage costs, including HST.
- After two (2) weeks of notice to the Customer, sell the vines and recover any losses.
- Claim the full purchase price from the Customer.
2.4 The Customer must inspect the vines at collection and provide an acknowledgment of inspection.
- Packaging and Storage
3.1 Any requested packaging and/or storage of vines will be at the Customer’s expense and risk.
3.2 Payment for packaging and/or storage must be made before the vines leave VTC.
3.3 Packaging costs may include but are not limited to pallets, shrink wrapping, boxes, bags, bins and associated labor.
- Freight
4.1 If the Customer arranges freight through VTC or a carrier:
- The Customer bears all freight costs.
- The carrier acts as the Customer’s agent.
- The Customer assumes all risks once the vines leave VTC.
- VTC is not liable for the carrier’s actions or failures.
4.2 Customers are advised to insure against freight-related risks.
- Ownership
5.1 Ownership of the vines transfers to the Customer only upon full payment of all amounts owing to VTC.
5.2 In case of default, VTC may:
- Register a security interest under the Personal Property Security Act (PPSA) or equivalent legislation in the province where the vines are located. The Customer consents to VTC registering this security interest against the Customer’s property, including the land where the vines are planted, as collateral for any unpaid amounts.
- Remove the vines without notice.
- Breeders’ Rights, Trademarks, and Proprietary Rights
6.1 The Customer warrants that the vines will be used solely for growing, harvesting, and selling grape crops. The Customer agrees not to sell or gift cuttings or engage in any propagation or reproduction of the vines.
6.2 Certain plant materials may include breeders’ rights or trademarks. The Customer receives a limited, non-exclusive license to use such materials solely for grape crop production. This license does not permit propagation or reproduction of the vines.
- Hot Water Treatment
7.1 If hot water treatment is required by law or requested by the Customer, the Customer acknowledges the risks involved and agrees to hold VTC harmless from any resulting loss or damage.
- Warranty Disclaimer and Latent Defects
8.1 General Disclaimer:
All vines are sold “as is” and “with all faults, known or unknown.” VTC disclaims all express or implied warranties, including but not limited to merchantability, fitness for a particular purpose, survival rates, and freedom from defects.
VTC is not liable for latent defects or consequential damages arising from the use or performance of the vines.
8.2 Domestically Propagated Vines:
Domestically propagated vines are subject to the general warranty disclaimer above and are sold without guarantees regarding survival or performance.
8.3 Imported Vines:
Imported vines meet Canadian Food Inspection Agency (CFIA) health standards at the time of import. However, VTC does not warrant that these vines are free from unregulated or undetectable pests or diseases.
The warranty on imported vines shall not exceed the warranty provided to VTC by the supplier of these vines.
8.4 Customer Responsibility:
The Customer acknowledges that they assume all risks associated with the use, planting, and performance of the vines and should seek independent expert advice as needed.
- Limited Warranty and Limitation of Liability
9.1 Limited Warranty:
VTC warrants that the vines are free from visible injurious insects and diseases at the time of collection.
The Customer’s exclusive remedy is limited to either a credit for the purchase price or replacement of up to 2.5% of the vines sold by lot, provided the Customer complies with the Claims policy outlined in Section 10.
9.2 Certifications and Pathogen Limitations:
VTC certifies that all vines comply with applicable CFIA health standards and other relevant regulatory requirements at the time of sale.
The Customer acknowledges that some viruses and pathogens may remain latent or undetected despite compliance with certification standards. VTC disclaims all liability for losses or damages resulting from such viruses or pathogens.
9.3 Limitation of Liability:
Under no circumstances shall VTC be liable for any costs, damages, or losses beyond the purchase price of the vines paid by the Customer.
This limitation applies to all claims, including but not limited to those arising from defects, diseases, errors in variety or cultivar, or any other cause of action.
- Claims
10.1 Claims for visible defects, shortages, or damaged vines must be made in writing within two (2) business days of collection.
10.2 Claims for vines that failed to grow must be submitted in writing by August 15 of the planting season, specifying the number of vines by lot. The Customer must provide the following documentation to support their claim:
- Photographic evidence of the affected vines, showing the condition of the vines, overview of complete planting block and any visible signs of failure.
- Detailed records of the planting process, including planting dates, location, and any treatments or conditions that may have affected the vines.
- Lot identification for the affected vines, including the original purchase invoice or order number, to verify the lot and vine details.
- Inspection report from a qualified VTC representative, outlining the cause of the failure.
Failure to provide the required documentation may result in the claim being denied.
10.3 Claims for errors in variety or cultivar must be submitted within three (3) years of the invoice date and include the same documentation as in 10.2 above.
- No Technical Opinions
11.1 VTC does not provide horticultural or viticultural advice. The Customer is responsible for obtaining independent expert advice.
- Governing Law
12.1 These Terms shall be governed by the laws of the Province of Ontario.
- Force Majeure
13.1 VTC is not liable for delays or failures caused by events beyond its reasonable control, including but not limited to natural disasters, labour disputes, transportation issues, or regulatory compliance.
13.2 If vines cannot be delivered due to force majeure, VTC will provide the Customer with options, including substitution, deferral, or rescinding the order with a refund of the deposit.
- Severability
14.1 If any provision of these Terms is deemed unenforceable, the remaining provisions shall remain in full force and effect.
These Terms and Conditions constitute the entire agreement between VTC and the Customer regarding the purchase of vines. By placing an order, the Customer acknowledges and agrees to these Terms.
Updated Jan 10 2025