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DIVERSICOR VENTURES LTD. – STANDARD TERMS AND CONDITIONS OF SALE


1. Applicability and Acceptance

These Standard Terms and Conditions of Sale (“Terms”) apply to all sales of goods and services by Diversicor Ventures Ltd. (“Diversicor”) to any customer (“Client”) unless expressly agreed otherwise in writing by Diversicor. By placing an order with Diversicor, the Client agrees to be bound by these Terms. Any terms and conditions submitted by the Client, whether before or after these Terms, are hereby expressly rejected and shall not be binding unless specifically agreed to in writing by Diversicor.

2. Payment Terms

Unless otherwise stated on the invoice or agreed to in writing, all invoices are due and payable within 21 business days from the date of the invoice.

In the event of non-payment by the due date:

  • A fixed interest charge of 10% per annum may be applied to the outstanding amount.
  • Diversicor reserves the right to suspend or withhold further delivery of goods or services without notice until full payment is received.

If payment remains outstanding for more than sixty (60) calendar days, Diversicor reserves the right to:

  • Initiate debt recovery proceedings through a collection agency or legal action.
  • Recover from the Client all associated collection costs, including legal fees and court costs.

3. Taxes and Withholding

The Client is responsible for all applicable taxes, duties, and government charges arising from the transaction, including but not limited to withholding taxes imposed by the Client’s jurisdiction. Under no circumstance will Diversicor be liable for any such withholding, nor will it reduce the amount due on any invoice. The full invoice amount shall remain payable.

4. Delivery and Performance

Diversicor will make commercially reasonable efforts to deliver goods or services within agreed timeframes. However:

  • Delivery dates are estimates only and not guaranteed.
  • Diversicor shall not be liable for delays due to circumstances beyond its reasonable control (e.g., supply chain disruptions, labor shortages, force majeure).

Unless expressly agreed, Diversicor does not guarantee specific performance outcomes, and its obligations shall be interpreted as obligations of means, not of result.

5. Complaints and Claims

All complaints or claims related to the goods or services must be submitted in writing to Diversicor’s registered office within 8 calendar days of delivery or performance. Claims submitted after this period will not be considered.

6. Liability and Indemnity

To the maximum extent permitted by law:

  • Diversicor’s total liability for any claim, whether in contract, tort, or otherwise, is limited to the total amount paid by the Client for the specific goods or services giving rise to the claim.
  • Diversicor shall not be liable for any indirect, incidental, consequential, or punitive damages, including loss of profits, revenue, or business opportunities.
  • Diversicor shall not be held responsible for participating in, or defending against, any claims made against the Client by third parties, including end-users.

7. Retention of Title

Title to all goods sold remains with Diversicor until full payment has been received. The Client shall take all reasonable steps to safeguard Diversicor’s interest in the goods until such payment has been made.

8. Governing Law and Jurisdiction

These Terms and all contracts between the Client and Diversicor shall be governed by the laws of the Province of Ontario, Canada, without regard to conflict of law principles. Any disputes shall be subject to the exclusive jurisdiction of the courts of Ontario.

9. Amendments

Diversicor reserves the right to amend these Terms at any time. Any such amendments will apply to future orders only and shall be published on Diversicor’s official website or made available upon request.

10. Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision shall be severed, and the remaining provisions shall remain in full force and effect.