Supplier Purchase Order Agreement

The provisions in this Supplier Purchase Order Agreement are in addition to the Buyer’s rights as a consumer, business, or legal entity.

Important Notice: Read Carefully Before Fulfilling Any Purchase Order

The Buyer wants the Supplier to understand (and it is in the Supplier’s best interest to know) the terms of Purchase Orders, their limitations, and the Supplier’s obligations and responsibilities. Please read this Agreement before taking payment for, fulfilling, or delivering any product or service. Capitalized terms are defined in Section 1.

All Suppliers are deemed to have received a copy of this Agreement, or a link to it, at the time of the initial request for goods or services, including requests for quotations. It is the Supplier’s responsibility to review and comply with this Agreement.

This Agreement applies to all Suppliers who provide quotes for products or services, or who supply products or perform services for the Buyer. Each Purchase Order placed by the Buyer is subject to these standard purchase terms and the terms of the applicable Purchase Order, and is conditional upon the Supplier’s agreement to them. By submitting a quotation, accepting a Purchase Order, accepting or taking payment, delivering goods, or performing services, the Supplier acknowledges that it has read, understood, and agreed to be bound by this Agreement.

1. Definitions

In this Agreement, the following definitions apply:

1. “Agreement” or “Purchase Order Agreement” means the agreement between Supplier and Buyer for the purchase and sale of Goods and/or Services.
2. “Buyer” means IVONNE, Inc. or IVONNE GROUP, Inc. (“IVONNE”).
3. “Deliverable” means any deliverable or other product or result from Services that is referred to in a Purchase Order, and any related materials, data and documentation, and includes any Intellectual Property Rights developed by Supplier pursuant to such Purchase Order.
4. “Delivery Date” means the date of delivery for Goods or performance of Services as specified in a Purchase Order.
5. “Delivery Point” means inside the unit at 0116-320 Queen Street, Ottawa ON K1R 5A3, or as identified by Buyer in the Purchase Order, to which the Supplier is to deliver Goods and/or perform the Services, or such other delivery area or point as Buyer specifies in writing. The Delivery Point does not include public or common areas, or areas near or outside the unit entrance.
6. “Goods” means the goods that are required to be delivered by Supplier pursuant to a Purchase Order, and include all materials, component parts, packaging and labelling of such goods.
7. “Intellectual Property Rights” means all intellectual and industrial property rights and rights of a similar nature, including all rights in and to patents (including all issued patents and pending applications, and patents which may be issued from them, including divisions, reissues, re-examinations, continuations and continuations-in-part); trade-marks; copyrights; industrial design rights; rights pertaining to trade secrets and confidential information; publicity rights; personality rights; moral rights; and other intellectual property rights, whether registered or not, and all applications, registrations, renewals and extensions pertaining to the foregoing.
8. “Purchase Order” or “Order” means the purchase request between Buyer and Supplier for the purchase and sale of Goods and/or Services, to which this Agreement is attached or incorporated by reference. A Purchase Order includes any of the following purchase request formats:
   1. an email and/or electronic communication order request;
   2. a purchase made through an online portal or shopping cart;
   3. a telephone order request;
   4. items or services purchased at a point of sale, or in person.
9. “Receipt of Delivery” means having physically and materially received all of the ordered items on site at the business location, as confirmed by an employee or agent of the Buyer. Security guards and property management employees are not agents of the Buyer for the purposes of Receipt of Delivery.
10. “Services” means any services to be provided by Supplier to Buyer pursuant to a Purchase Order.
11. “Specifications” means the requirements, attributes and specifications for the Goods or Services that are set out in the applicable Purchase Order. Specifications also include: (a) documentation published by Supplier relating to the Goods or Services; (b) operational and technical features and functionality of the Goods or Services; (c) standards or levels of service performance for Services; and (d) Buyer business requirements that are expressly set out in a Purchase Order.
12. “Supplier” means the party indicated on the Purchase Order that is contracting with Buyer for the purchase and sale of Goods and/or Services.
13. “Supplier Proposal” means any acknowledgement, estimate, quote, offer to sell, invoice, or proposal of Supplier relating to the supply of Goods and/or Services to Buyer, including any delivered in connection with a request for quotations, request for proposal or similar process initiated by Buyer.
14. “Warranty Period” means, in respect of any Goods or Services, the longer of: (i) the express written warranty period provided by Supplier for the Goods or Services; and (ii) the period beginning on the date of Acceptance of such Goods or Services and ending one (1) year after that date.

2. Agreement

The Agreement consists only of: (a) these standard purchase terms; (b) the applicable Purchase Order; and (c) any Specifications or other documents expressly referenced in the Purchase Order. Any reference in the Purchase Order to a Supplier Proposal is solely for the purpose of incorporating the descriptions and specifications of the Goods and/or Services contained in the Proposal, and only to the extent that the terms of the Supplier Proposal do not conflict with the descriptions and Specifications set out in the Purchase Order. Buyer’s acceptance of, or payment for, Goods and/or Services does not constitute Buyer’s acceptance of any additional or different terms in any Supplier Proposal, unless otherwise accepted in writing by Buyer. If there is any conflict or inconsistency between the documents constituting the Agreement, then unless otherwise expressly provided, the documents rank in order of precedence in the order in which they are listed in this Section 2.

3. Origin of Purchase Orders

Supplier agrees to fulfill only those Purchase Orders or Services requests that come from employees or authorized persons of the Buyer and that originate from the ivonne.ca email domain.

Supplier agrees not to ship orders anywhere other than 0116-320 Queen Street, Ottawa ON K1R 5A3, unless expressly instructed in writing by an owner of IVONNE, Inc..

4. Delivery of Goods and Services

Supplier agrees to supply and deliver the Goods to Buyer and to perform the Services, as applicable, on the terms set out in this Agreement.

1. Supplier shall, at its own expense, pack, load, and deliver Goods to the Delivery Point in accordance with the invoicing, delivery, shipping, packing, and other instructions on the Purchase Order or otherwise provided to Supplier by Buyer in writing. No charges will be allowed for freight, transportation, insurance, shipping, storage, handling, demurrage, cartage, packaging or similar charges unless provided for in the applicable Purchase Order or otherwise agreed to in writing by Buyer.
2. Time is of the essence with respect to delivery of the Goods and performance of Services. Goods shall be delivered and Services performed by the applicable Delivery Date. Supplier must immediately notify Buyer if Supplier is likely to be unable to meet a Delivery Date. At any time before the Delivery Date, Buyer may, upon notice to Supplier, cancel or change a Purchase Order, or any portion of it, for any reason, including for the convenience of Buyer or because Supplier has failed to comply with this Agreement, unless otherwise noted.
3. Title and risk of loss or damage pass to Buyer upon receipt of Goods at the Delivery Point, unless otherwise agreed to by Buyer in writing. Buyer has no obligation to obtain insurance while Goods are in transit from Supplier to the Delivery Point.
4. Supplier shall follow all instructions of Buyer and cooperate with Buyer’s customs broker as directed by Buyer (including by providing requested shipping documentation) with respect to all Goods that originate from sources or Suppliers based outside Canada. Supplier shall comply with all requirements of the Canada Border Services Agency (or any successor organization) with respect to the importation of Goods from outside Canada.
5. Notification of Cosmetics and Drugs in Canada. Under section 30 of the Cosmetic Regulations, manufacturers and importers must notify Health Canada within 10 days after they first sell a cosmetic in Canada. Failure to notify may result in a product being denied entry into Canada or removed from sale. Under section 31 of the Cosmetic Regulations, whenever a change affecting the information on a Cosmetic Notification Form (CNF) is made, manufacturers or importers must amend the CNF and resubmit it to Health Canada. Examples of such changes include a modification of the cosmetic formulation, a change of product name, discontinuation of sale, and a new company name, address or contact information.
   1. Canadian Suppliers: Supplier warrants that, for every SKU supplied to the Buyer that could meet the classification criteria for Cosmetics or Drugs, Supplier has filed all appropriate Cosmetic and/or Drug Notification Forms through the Consumer Safety Directorate at Health Canada (or any successor organization) with respect to the importation or sale of Goods inside Canada, and that Health Canada has accepted its notifications by issuing a Cosmetic Notification Number or Drug Identification Number. Supplier further agrees to provide these Cosmetic Notification Form or Drug Identification Numbers to the Buyer for its own records, or to make them available upon request.
   2. Suppliers Outside of Canada: Supplier agrees that, for every SKU supplied to the Buyer that could meet the classification criteria for Cosmetics or Drugs, Supplier has already filed, or will support the filing of, all appropriate Cosmetic and/or Drug Notification Forms through the Consumer Safety Directorate at Health Canada (or any successor organization) with respect to the importation of Goods from outside Canada, or that Health Canada has already accepted its notifications by issuing a Cosmetic Notification Number or Drug Identification Number, and agrees to provide these numbers to the Buyer for its own records.
6. Supplier agrees to provide to Buyer the Safety Data Sheet (SDS) for each SKU fulfilled, and to provide any updated SDS whenever the data changes.
7. Supplier shall, directly or through its shipping or courier agent, check in with the Place de Ville security desk upon arrival, or in advance of arrival, to coordinate any shipping dock requirements (see Section 30).
8. Supplier agrees to fulfill each order completely before shipping, and to avoid unnecessary partial shipments without first obtaining the Buyer’s express written consent.

4.1 Quotation and Pre-Approval Requirement

Supplier agrees that no work shall begin on any Goods or Services without first providing a detailed written quotation to Buyer and obtaining Buyer’s express written approval. Quotations must be provided free of charge unless otherwise agreed to in advance by the Buyer in writing. The quotation must include all associated costs, including any additional fees. Buyer reserves the right to reject, amend, or approve any quotation. Work performed without prior written approval from Buyer will not be reimbursed, and Buyer shall not be liable for any unauthorized costs.

5. Inspection; Acceptance and Rejection

1. All shipments of Goods and performance of Services are subject to Buyer’s right of inspection. Buyer has ninety (90) days (the “Inspection Period”) following delivery of the Goods at the Delivery Point or performance of the Services to inspect them, and upon inspection Buyer shall either accept the Goods or Services (“Acceptance”) or reject them. Buyer may reject any Goods that are delivered in excess of the quantity ordered or that are damaged or defective, and any Goods or Services that do not conform to the Specifications or any term of this Agreement. Transfer of title to Buyer does not constitute Buyer’s Acceptance of Goods. Buyer shall notify Supplier within the Inspection Period of any Goods or Services that are rejected, together with the reasons for rejection. If Buyer does not provide notice of rejection within the Inspection Period, Buyer is deemed to have accepted such Goods or Services. Buyer’s inspection, testing, Acceptance or use of the Goods or Services does not limit or otherwise affect Supplier’s warranty obligations, and those warranties survive inspection, testing, Acceptance and use of the Goods or Services.
2. Buyer may return rejected Goods to Supplier at Supplier’s expense and risk of loss for, at Buyer’s option, either: (i) full credit or refund of all amounts paid by Buyer for the rejected Goods; or (ii) replacement Goods, to be received within the time period specified by Buyer. Title to rejected Goods returned to Supplier transfers to Supplier upon delivery, and such Goods shall not be replaced by Supplier except upon written instructions from Buyer. Supplier shall not deliver Goods that were previously rejected for non-compliance with this Agreement unless delivery is approved in advance by Buyer and is accompanied by a written disclosure of Buyer’s prior rejection(s).

6. Price and Payment Terms

Prices for the Goods and/or Services will be set out in the applicable Order. Price increases or charges not expressly set out in the Purchase Order are not effective unless agreed to in advance in writing by Buyer. Supplier will issue all invoices on a timely basis. All invoices must meet Buyer’s requirements and, at a minimum, reference the applicable Purchase Order. Buyer will pay the undisputed portion of properly rendered invoices thirty-five (35) days from the invoice date. Buyer may withhold payment of any invoiced amounts that are disputed in good faith until the parties reach agreement on them; such withholding is not a breach of this Agreement, and no interest shall be charged on such amounts. Buyer agrees to pay the undisputed balance of any invoice that is the subject of a dispute within the time periods specified in this Agreement.

Supplier shall provide complete payment instructions for all accepted forms of payment at the time of proposal or billing, including methods of payment, the Supplier’s legal name and its full and complete address. For wire payments, the Supplier shall provide the bank name and address, account name, institution number, transit number, account number and SWIFT code. All invoices, quotes and proposals shall include any GST, HST, PST, QST or other sales tax numbers and contact information for questions about the remittance instructions. At no time will the Buyer or any financial institution be required to interpret, search, look up, or qualify the information provided in the remittance instructions. The Buyer is not responsible for any failed or late payments caused by incomplete payment instructions, and the Supplier is fully responsible for any missing or inaccurate information.

The Supplier shall provide payment instructions in a clear, original format (not photocopied, scanned, or captured by any other imaging device, including a camera). All information on remittance instructions shall be clearly legible. Any electronic file containing payment instructions shall be in a non-editable format, such as PDF, viewable in any generic PDF viewer without a subscription.

6.1 Invoicing and Submission Deadline

Supplier agrees to issue invoices for all agreed charges and expenses within thirty (30) days of completing the applicable Goods or Services. Any charges or expenses billed after this 30-day period, including those that have remained unbilled, will not be accepted by Buyer and will not be reimbursed. Supplier acknowledges that timely invoicing is critical, and that failure to meet this requirement constitutes a waiver of the right to payment for such charges or expenses.

6.2 Authorized Charges and Pre-Authorized Debits

Unless a valid Pre-Authorized Debit (PAD) Agreement is in place, Supplier acknowledges that any access to Buyer’s credit card information or bank account details is strictly limited to charges explicitly authorized by Buyer in writing for each specific transaction. All charges must correspond to an approved Purchase Order or written agreement. Unauthorized charges are a material breach of this Agreement and may result in immediate termination of the Supplier relationship, along with any applicable legal remedies.

If a valid PAD Agreement is in place, Supplier agrees to limit PAD transactions to those authorized by Buyer in writing and tied to specific invoices or Purchase Orders. Supplier must provide detailed invoices for all authorized charges before initiating any PAD transaction. Buyer may revoke any PAD authorization at any time upon written notice to the Supplier.

7. Taxes

Unless otherwise stated in a Purchase Order, all prices or other payments stated in the Purchase Order are exclusive of taxes. Supplier shall separately itemize all applicable taxes on each invoice and indicate on each invoice its applicable tax registration number(s). Buyer will pay all applicable taxes to Supplier when the applicable invoice is due. Supplier will remit all applicable taxes to the applicable government authority as required by law. Notwithstanding any other provision of this Agreement, Buyer may withhold from any amount payable to Supplier all applicable withholding taxes and remit them to the applicable governmental authorities as required by law.

8. Hazardous Materials

Supplier agrees to provide, as and when requested by Buyer to satisfy any applicable laws governing the use of hazardous substances, either: (a) all reasonably necessary documentation to verify the material composition, on a substance-by-substance basis, including the quantity used of each substance, of any Goods and/or of any process used to make, assemble, use, maintain or repair any Goods; or (b) all reasonably necessary documentation to verify that the Goods, and any process used to make, assemble, use, maintain or repair them, do not contain, and that the Services do not require the use of, any particular hazardous substances specified by Buyer.

9. Legal Compliance; Workplace Safety; Warranties

In carrying out its obligations under the Agreement, including the performance of Services, Supplier shall at all times comply with all applicable federal, provincial, and municipal laws, regulations, standards, and codes. Supplier shall at all times be registered with the Workplace Safety and Insurance Board under the Ontario Workplace Safety and Insurance Act, 1997, maintain its workers’ compensation accounts in good standing, and provide Buyer with evidence of good standing upon request. Supplier shall obtain all permits, licences, exemptions, consents and approvals required to manufacture and deliver the Goods and perform the Services. Supplier shall at all times comply, and ensure that all persons for whom it is responsible comply, with all of Buyer’s policies, rules, regulations, restrictions, guidelines, directives and orders when on the Buyer’s premises, all of which can be found on our policies page.

Supplier further warrants that all products delivered and services performed under this Agreement shall comply with all applicable federal, provincial, and municipal laws, regulations, standards, and codes in Canada at the time of delivery or performance, including those governing labour, workplace safety, product safety, consumer protection, and environmental standards. In particular, Supplier shall:

1. Services compliance: ensure that all services performed for the Buyer are carried out in accordance with applicable rules, regulations, and industry standards, including any specific requirements in the Purchase Order or Agreement;
2. Product compliance: deliver only products that meet all applicable regulatory standards, certifications, and requirements at the time of delivery, including labelling, packaging, ingredient disclosure, and safety standards;
3. Updated certifications: provide updated documentation or certifications, upon request, demonstrating continued compliance with all applicable laws and regulations.

The Buyer may reject or return any products or services that do not meet the required standards of compliance, without prejudice to any other rights or remedies available under this Agreement or applicable law.

Product Warranties. Supplier warrants to Buyer that, during the Warranty Period, all Goods provided under this Agreement shall be: (i) of merchantable quality; (ii) fit for the purposes intended; (iii) unless otherwise agreed to by Buyer, new; (iv) free from defects in design, material and workmanship; (v) in strict compliance with the Specifications; (vi) free from any liens or encumbrances on title; (vii) in conformance with any samples provided to Buyer; and (viii) compliant with all applicable federal, provincial, and municipal laws, regulations, standards, and codes.

Service Warranties. Supplier shall perform all Services: (i) with the degree of professionalism, skill, diligence, care, prudence, judgment, and integrity reasonably expected of a skilled and experienced service provider providing services in the same or similar circumstances; (ii) in accordance with all Specifications and all Buyer policies, guidelines, by-laws and codes of conduct applicable to Supplier; and (iii) using only personnel with the skills, training, expertise, and qualifications necessary to carry out the Services. Buyer may object to any of the Supplier’s personnel performing Services who, in the reasonable opinion of Buyer, lack appropriate skills or qualifications, engage in misconduct, constitute a safety risk or hazard, or are incompetent or negligent. Supplier shall promptly remove such personnel from the Services upon receipt of such notice, and shall not re-engage them in connection with the Services without the prior written consent of Buyer.

Intellectual Property Warranty. Supplier further warrants to Buyer that at all times all Goods and Services (including any Deliverables) will not violate or infringe any Intellectual Property Rights of any person or entity.

Manufacturer Warranties. Supplier shall assign to Buyer all manufacturer’s warranties for Goods not manufactured by or for Supplier, and shall take all steps required by such third-party manufacturers to give effect to the assignment.

9.1 Regulatory Compliance Timelines

Service providers engaged in delivering services related to the Buyer’s regulatory compliance shall:

1. Proactive timeline management: independently monitor deadlines and milestones for all compliance-related tasks and take the actions necessary to ensure progress, without requiring reminders or follow-ups from the Buyer;
2. Timely actions: carry out all actions needed to meet regulatory obligations within the required timeframes, and promptly tell the Buyer of any anticipated delay or risk to compliance, along with proposed resolutions;
3. Documentation and reporting: maintain detailed records of compliance-related activities and provide updates or reports to the Buyer upon request to confirm adherence to regulatory requirements;
4. Responsibility and accountability: remain fully accountable for ensuring their services meet all regulatory requirements. Non-compliance caused by inaction or delay by the service provider may result in the remedies set out in this Agreement.

10. Warranty Remedies

1. In the event of a breach of any of the warranties in Section 9, and without prejudice to any other right or remedy available to Buyer (including Buyer’s indemnification rights), Supplier will, at Buyer’s option and Supplier’s expense, refund the purchase price for, or correct or replace, the affected Goods, or re-perform the affected Services, within ten (10) days after notice of the breach by Buyer. All associated costs, including costs of re-performance, inspection of the Goods and/or Services, transport of the Goods from Buyer to Supplier and return shipment to Buyer, and costs resulting from supply chain interruptions, will be borne by Supplier. If Goods are corrected or replaced or Services are re-performed, the warranties in Section 9 continue for the corrected or replaced Goods for a further Warranty Period beginning on the date of Buyer’s Acceptance of them. If Supplier fails to repair or replace the Goods within the required time, Buyer may repair or replace them at Supplier’s expense.
2. If any Goods provided by Supplier are subject to a claim or allegation of infringement of a third party’s Intellectual Property Rights, Supplier shall, at its own option and expense, and without prejudice to any other right or remedy of Buyer (including Buyer’s indemnification rights), promptly provide Buyer with a commercially reasonable alternative, including procuring for Buyer the right to continue using the Goods, replacing them with a non-infringing alternative satisfactory to Buyer, or modifying them (without affecting functionality) so they are non-infringing.
3. If any ingredient, or ingredient concentration (or range), changes in any of the products, Supplier agrees to notify the Buyer in advance, and to update its Cosmetic Notification or Drug Identification Notifications with Health Canada (or any successor organization) with respect to the importation of Cosmetic or Drug Goods from outside Canada.
4. Supplier agrees to notify Buyer of any product recall at any level, whether retail or consumer, voluntary or mandated, and agrees that any affected products are fully refundable or replaceable, at the Buyer’s option.
5. Supplier agrees to keep the Buyer’s account open at all times, including during periods of inactivity, unless Supplier gives the Buyer advance written notice that the account is being closed or made dormant.

11. Intellectual Property Rights

All Intellectual Property Rights in and to each Deliverable vest in Buyer, free and clear of all liens and encumbrances, upon Supplier’s receipt of payment for that Deliverable. To the extent that any Deliverable contains intellectual property of Supplier, Supplier grants to Buyer a worldwide, royalty-free, non-exclusive, perpetual licence to use, copy, modify and distribute that intellectual property as part of the Deliverables. Supplier agrees to provide all assistance reasonably requested by Buyer to perfect these rights, including obtaining all assignments and waivers of moral rights necessary or appropriate to vest the entire right, title and interest in such materials in Buyer and its successors and assigns.

12. Confidentiality

Supplier shall safeguard and keep confidential all information relating to Buyer that it obtains or that Buyer provides to it in connection with this Agreement, and shall use that information only to carry out its obligations under this Agreement. Supplier agrees to notify Buyer of any breach or potential breach of confidentiality, and of any loss or exposure of Buyer’s data to unauthorized third parties.

13. Endorsements and Promotion of Buyer

Supplier may list the Buyer in its online directory of service providers in connection with medical device equipment purchases. Otherwise, Supplier agrees not to use Buyer’s name, logo or branding in any marketing, or for any other purpose to position itself advantageously in the marketplace, and not to use the Buyer’s goodwill in its own marketing without the Buyer’s express written consent.

14. Insurance

Supplier represents and warrants to Buyer that it has in place, with reputable insurers, insurance policies in coverage amounts that a prudent supplier of goods and services similar to the Goods and Services would maintain, including, as applicable, professional errors and omissions liability insurance and comprehensive commercial general liability insurance (including product liability coverage, all-risk contractors’ equipment insurance, and automobile liability insurance). Supplier will also obtain and maintain, at its own cost, such further insurance policies and coverage as Buyer may reasonably require from time to time, and will promptly deliver written proof of such insurance to Buyer upon request. If requested, Buyer will be named as an additional insured under any such policies, and such insurance will provide that it cannot be cancelled, or materially changed so as to affect the coverage provided under this Agreement, without the insurer giving Buyer at least 30 days’ prior written notice.

Supplier further represents and warrants that it will carry sufficient insurance to protect its own employees and contractors, including workers’ compensation insurance, employer’s liability insurance, and any other coverage required by law or industry standards.

15. Indemnities

Supplier shall indemnify, defend and hold harmless Buyer, its affiliates, and their respective officers, directors, employees, consultants, and agents (the “Buyer Indemnified Parties”) from and against any claims, fines, losses, actions, damages, expenses, legal fees, and all other liabilities brought against or incurred by any of the Buyer Indemnified Parties arising out of:

1. death, bodily injury, or loss of or damage to real or tangible personal property resulting from the use of, or any actual or alleged defect in, the Goods or Services, or from the failure of the Goods or Services to comply with the warranties in this Agreement;
2. any claim that the Goods or Services infringe or violate the Intellectual Property Rights or other rights of any person;
3. any intentional, wrongful, or negligent act or omission of Supplier or any of its affiliates, subcontractors, or agents;
4. Supplier’s breach of any of its obligations under this Agreement;
5. any liens or encumbrances relating to any Goods or Services;
6. any environmental, regulatory, or legal violation resulting from Supplier’s performance under this Agreement;
7. any unauthorized disclosure, use, or breach of Buyer’s confidential information caused by Supplier or its affiliates;
8. any product recall, whether voluntary or mandated, associated with the Goods or Services provided by Supplier; and
9. any claim not covered by Supplier’s required insurance, or arising from a lapse or inadequacy of that insurance.

Supplier’s indemnification obligations are not limited by the availability, coverage, or amounts of insurance maintained by Supplier, and survive the termination or expiry of this Agreement.

16. Limitation of Liability

EXCEPT FOR SUPPLIER’S OBLIGATIONS UNDER SECTION 15, AND EXCEPT FOR DAMAGES RESULTING FROM THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF A PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, FOR ANY MATTER RELATING TO THIS AGREEMENT.

17. Independent Contractors

Supplier will perform its obligations under the Agreement as an independent contractor, and neither Supplier nor its employees will in any way be considered employees, agents, partners, fiduciaries, or joint venturers of Buyer. Supplier and its employees have no authority to represent or bind Buyer or its affiliates in any way, and shall not hold themselves out as having authority to act for Buyer or its affiliates.

18. Further Assurances

The parties shall sign such further documents, cause such meetings to be held and resolutions passed, and do and perform such further acts and things as may be necessary or desirable to give full effect to this Agreement.

19. Entire Agreement; Amendments

This Agreement contains the entire agreement between the parties with respect to its subject matter, and there are no other agreements, promises, or understandings, oral or written, between the parties in respect of that subject matter. This Agreement may be amended only by written agreement between the Supplier and Buyer. No electronic communication between the parties will have the effect of amending this Agreement. No provision of this Agreement is waived by the Buyer or the Supplier unless the waiver is in writing and signed by that party. If either party excuses or condones any default by the other, no waiver is implied in respect of any continuing or subsequent default. The Buyer’s receipt of goods or services with knowledge of a breach is not a waiver of that breach.

19.1 Supremacy and Continuity of Terms

This Agreement is intended to protect the Buyer and supplements any other formal agreement between the Buyer and Supplier, unless explicitly stated otherwise in a later written agreement signed by both parties. No later agreement waives, alters, or supersedes any provision of this Agreement unless the specific provisions being modified are explicitly identified and agreed to in writing by Buyer.

Any agreement that claims to be the sole and entire agreement between the parties does not override this Agreement unless that claim is expressly acknowledged in writing by Buyer. This Agreement remains binding and in full force, and any conflicting terms in other agreements that Buyer has not explicitly waived in writing have no effect on the protections this Agreement provides to Buyer.

20. Severability

If any provision of this Agreement is determined to be unenforceable or invalid for any reason, in whole or in part, that invalidity or unenforceability attaches only to that provision or part, and all other provisions continue in full force and effect. The Buyer reserves the right, but not the obligation, to replace any unenforceable or invalid provision of this Agreement.

21. Waiver

No waiver of any provision of this Agreement is enforceable against a party unless it is in writing and signed by that party.

22. Assignment

Supplier may not assign or subcontract this Agreement, in whole or in part, without Buyer’s prior written consent. A permitted assignment or subcontract does not release Supplier from its obligations under this Agreement, and Supplier remains jointly and severally liable with the assignee or subcontractor for any obligations assigned or subcontracted. The acts and omissions of Supplier’s subcontractors are deemed to be the acts and omissions of the Supplier. Buyer may assign this Agreement, in whole or in part, to any affiliate of Buyer without the consent of Supplier. This Agreement enures to the benefit of and binds the parties and their respective legal personal representatives, heirs, executors, administrators, successors and permitted assigns.

23. Cumulative Remedies

Subject to Section 16, the rights and remedies of the Buyer in this Agreement are cumulative and in addition to any other rights and remedies at law or in equity.

24. Dispute Resolution

For any dispute arising under or in connection with this Agreement, including disputes about charges, performance, or compliance with its terms, the following applies:

• Supplier policy: if the Supplier maintains a formal dispute resolution policy, it must provide that policy to Buyer at the outset of the relationship, and that policy governs the dispute resolution process, provided it does not conflict with this Agreement or applicable law.
• Buyer policy: if the Supplier does not have a formal dispute resolution policy, the Buyer’s Dispute Resolution Policy applies.
• Resolution process: both parties agree first to attempt resolution through good faith discussions. If that does not resolve the dispute, the parties may mutually agree to proceed with alternative dispute resolution (ADR), such as mediation or arbitration, in accordance with applicable Canadian law.
• Court jurisdiction: if ADR is unsuccessful or not pursued, disputes will be resolved in the courts of the Province of Ontario, as set out in Section 27.

25. Survival

Any provision of this Agreement that expressly, or by implication from its nature, is intended to survive the termination or completion of the Agreement continues in full force and effect after any termination, expiry or completion of this Agreement.

26. Interpretation

The headings in this Agreement and its division into sections and other subdivisions do not affect its interpretation. Unless the context requires otherwise, words in the singular include the plural and vice versa, and words importing gender include all genders. References to sections and other subdivisions are to those parts of this Agreement. Where this Agreement uses the word “including,” it means “including without limitation,” and where it uses the word “includes,” it means “includes without limitation.”

27. Governing Law

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it. The parties irrevocably attorn to the jurisdiction of the courts of Ontario sitting in Ottawa, which have non-exclusive jurisdiction over any matter arising out of this Agreement.

28. Electrical and Electronic Components and Equipment

All electrical and electronic components or equipment must have the applicable Ontario approvals, such as Electrical Safety Authority, CSA or ULC certification, and must conform to industry standards and all other applicable legislative requirements.

29. Language

It is the express wish of the parties that this Agreement and any related documentation be drawn up in English. Il est de la volonté expresse des parties que cette convention ainsi que tout document connexe soient rédigés en langue anglaise.

30. Contact for Notices

Only active or prospective Suppliers may communicate with Buyer by email about this Agreement, and only from domains permitted under Section 31. Suppliers whose status has been revoked, or who are no longer in an active relationship with Buyer, must direct all communications by regular mail to the mailing address in the contact information at the bottom of this page.

Deliveries and loading dock access. To arrange delivery instructions or dock access, contact Place de Ville Security, 112 Kent Street, Ottawa ON K1A 0W8, (613) 563-2262, 10084777386ac181da584be.

31. Supplier Sending Domains

This section applies to every supplier, vendor, manufacturer, distributor and partner that does business with IVONNE, and to anyone acting on its behalf.

Primary domain. A supplier may communicate with IVONNE by email only from the domain on file when the relationship began (its “primary domain”), or from a domain it has declared under this section.

Communications covered. This includes order confirmations, fulfilment and shipping notices, tracking and delivery updates, invoices and statements, account manager correspondence, marketing, and automated notifications, whether sent by the supplier itself or by a platform, fulfilment provider, carrier, distributor, agency or other third party acting for it.

Notice before use. The supplier is responsible for notifying us in writing before anything is sent to us from a domain other than its primary domain, and before changing or retiring any domain on file. A new domain may not be used until we have received the notice and confirmed it in writing. The notice must state the supplier's legal name, each new domain, the platform or third party that will use it, the date it is intended to take effect, and any domain being retired.

By regular mail only. Notice must be sent by regular mail to the mailing address in the contact information at the bottom of this page, on the supplier's letterhead and signed by an authorized representative. Notice by email, telephone, chat, social media, web form, or any message sent from the new domain itself is not valid notice.

Undeclared domains. We may decline, quarantine or delete unread any communication sent from a domain that has not been declared and confirmed under this section. Such a communication is not considered received by IVONNE, whether it is a notice, invoice, price change, shipping or delivery update, or anything else with contractual effect. The supplier bears every consequence of a communication that does not reach us for this reason, and no deadline, payment term or obligation of ours is triggered or extended by it.

Personal accounts. Supplier staff, including account managers, may not do business with us from personal or free email accounts (for example Gmail or Outlook.com). Messages from such accounts are treated as coming from an undeclared domain.

Contact Information About This Policy

For any questions or complaints in relation to this agreement or any product or treatment you purchase, you may contact IVONNE at the following:

By Regular Mail:
IVONNE, Inc.
0116-320 Queen Street, Ottawa ON K1R 5A3

By Email:
17085726816ac181da58523

By Phone:
(613) 695-6662

By Social Media:
@ivonneclinic

Updates

• • October 20, 2022: Added payment term requirements.
  • December 9, 2024: Updated the email domain that our purchase orders are sent from.
  • October 3, 2026: This agreement now lives on this page instead of a PDF. Added rules about which email addresses suppliers may use to contact us, and how to tell us by mail before using a new one.