Terms and Conditions Of Bill Of Sale

  1. Applicability, Interpretation, Entire Agreement and Severability: The Bill of Sale, these terms and conditions of sale (the "Terms"), the Vehicle Delivery Acceptance Letter (collectively the “Sale Documents” or the/this “Agreement”) are the only documents that contain the terms which govern the sale of the vehicle referred to in the Bill of Sale including any part thereof ("Vehicle") by Charger Truck Sales Inc. (the “Seller”) to the buyer as named on the Bill of Sale ("Buyer"). The Sale Documents must be read in a complimentary manner. The Sale Documents comprise the sole, complete and exclusive statement of the terms of the Agreement between the Buyer and Seller with respect to the subject matter of the Sale Documents and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, promises, both written and oral, with respect to the subject matter. Any references to the word “including” shall mean “including, without limitation.” If any term or provision hereof is declared to be illegal, invalid or unenforceable for any reason, such illegality, invalidity or unenforceability shall not affect the remaining terms and provisions hereof, which shall remain binding and enforceable. In the event of a conflict between these Terms and the Bill of Sale, the Terms shall prevail with respect to the conflict.

  2. Payment of Purchase Price and Condition of Sale: The balance outstanding shall be paid by, at the option of the Seller, by bank draft or wire transfer to the Seller within 72 hours of receipt of notification by Buyer that the Vehicle has been delivered to the Delivery Point for delivery. The Vehicle is sold as-is without any express or implied representations or warranties from the Seller or any of the Sellers’s employees, agents or representatives. The purchase price by the Buyer does not include any liability insurance or any other type of insurance. The Buyer has no right to return Vehicle purchased under the Agreement to Seller.

  3. Delivery Date: The Seller agrees to deliver the Vehicle to the Buyer at the Seller’s location on the Bill of Sale (the “Delivery Point”) within a reasonable time after the execution of the Bill of Sale and receipt of the deposit under the Bill of Sale. It is understood that any delivery date provided to the Buyer, except a written notice sent by the Seller to the Buyer that the Vehicle has been received for delivery, shall be an estimate and not binding and are provided based on best estimates and subject to change. Should any non-binding delivery date be exceeded by more than six (6) weeks, the Buyer may by written notice to the Seller require that delivery be made within six (6) weeks. The Buyer agrees to complete all requirements for delivery and to take delivery of the Vehicle within 72 hours of receipt of notification by the Vehicle has been received for delivery.

  4. Condition Precedent to Delivery: The Seller’s obligation to deliver the Vehicle is subject to (i) satisfactory credit approval of the Buyer from a financing institution; (ii) full payment of any balance owing to the Seller for the Vehicle under the Bill of Sale by, wire transfer or bank draft, within 72 hours after written notification from the Seller that the Vehicle has been received for delivery; (3) satisfactory proof that the Buyer has insured the Vehicle; (4) execution of the Vehicle Delivery Acceptance Letter; and (5) any other document reasonably required by the Buyer to give effect to the transfer/sale of the Vehicle to the Buyer. These conditions are inserted for the benefit of the Seller and may be waived by the Seller, at its sole option, by written notice to the Buyer in writing.

  5. Buyer Remedies for Non-Delivery: If the Seller is unable to deliver the Vehicle for any reason whatsoever, the Buyer’s sole and limited remedy shall be to cancel the Agreement and obtain a refund of any deposit given to the Seller. To the extent permitted by law, the Buyer agrees to restrict any rights and remedies to a refund of the deposit and hereby irrevocably waives all other rights, remedies or other relief available at law arising from non-delivery.

  6. Buyer’s Representations: Buyer represents to the Seller: (a) the Buyer has corporate or legal authority to enter into the Agreement; (b) the purchase and use of the Vehicle by the Buyer is for business purposes and the Vehicle is not to be used for personal, household or family purposes (c) the Buyer or the Buyer’s authorized signatory is over the age of 21; (d) the Buyer has read the Agreement; and (e) the Buyer had the opportunity to seek legal advice before executing same and has either done so or elected not to do so; and (d) Buyer has been provided with a complete copy of the Agreement.

  7. Adjustments to Purchase Price and Other Amounts Payable: The Seller shall have the right to adjust and the Buyer agrees to pay in addition to the purchase price: (i) any difference between the Ministry of Transportation (“MTO”) fees stated on the Bill of Sale and the actual MTO Fees at the time that the DMV processes the paperwork for registration of the Vehicle; (ii) storage charges for the Vehicle calculated at the rate of $25.00 per day from 72 hours after the delivery of notice by the Seller to the Buyer that the Vehicle has been received for delivery to the date that the Buyer takes delivery; (iii) interest calculated at the rate of 1.5% per month (18% per annum) from 72 hours after delivery of notice by the Seller to the Buyer that the Vehicle is delivered to the Delivery Point for delivery to the date that the Buyer takes delivery; (iv) any legal fees, charges, expenses or outlays of any kind incurred by the Seller in connection with the failure of the Buyer to take delivery within 72 hours after delivery of notice by the Seller to the Buyer that the Vehicle has been received for delivery; and (v)

  8. Seller’s Remedies for Breach: If for any reason Buyer fails to comply with the Conditions Precedent to delivery and/or take delivery of the Vehicle within 72 hours after notification is given to the Buyer that the Vehicle has been received for delivery, the Seller may, at it sole option, in addition to any rights or remedies available at law or in equity (the “Default”): (1) terminate the Agreement and forfeit the Buyer’s deposit without prejudice it to its right to commence a proceeding to recover damages, losses, fees, costs, charges or expenses incurred by the Seller from the Default; (2) demand performance by the Buyer of its obligations under the Agreement in in which case: (i) the risk and liability of all losses, damages, costs, expenses, fees or other charges incurred by the Seller shall pass to Buyer; (ii) the Vehicle shall be deemed to have been delivered; and (iii) store the Vehicle for a reasonable period of time and only release to the Seller upon the Buyer paying all amounts owing to the Seller under the Agreement, including, without limitation, storage, insurance, interest, legal fees (on a full indemnity basis) all costs, charges, expenses or other outlays by the Seller in dealing with the Buyer’s failure to take delivery on time or at all/ The remedies of the Seller any corrections to prices on the Bill of Sale due to clerical errors, errors in pricing or omission notified by the Seller to the Buyer along with a request of the Buyer to confirm for a which the Buyer fails confirm or does not object to in writing; set out herein are cumulative and not exclusive. They are in addition to any other rights, remedies or other relief available to the Seller. Seller is under no duty to and is relieved of its obligation to mitigate damages arising from the Buyer’s breach.

  1. Security for Payment: If any amount becomes outstanding and owing to the Seller following delivery to the Buyer as a result of the Buyer’s payment not being honored by the Buyer’s bank or the Seller incurring any liability for which the Buyer is responsible and the Buyer has not paid, as collateral security to secure the payment of any amount by the Buyer to the Seller in respect of the Vehicle the Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Vehicle, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. Buyer agrees that Seller shall have all rights and remedies of a “secured party” under the Personal Property Security Act R.S.O. 1990, c.P.10 as amended from time to time (the “PPSA”) and authorizes the Seller to cause the Bill of Sale and/or any statements or other instruments in respect of this Sale Documents showing the interest of the Seller in the Equipment (including certificates of title or PPSA financing statements) to be filed or recorded, and grants the Seller and its agents the right to execute the Buyer’s name thereto. Buyer also agrees to execute or cause the execution of such additional documents and do such other acts and things, including execution of applications and certificates of title naming Seller as a secured party and delivery of same to Seller, as Seller from time to time requests or deems necessary to establish and maintain a valid and perfected security interest in and lien upon the Vehicle. TO THE EXTENT PERMITTED BY LAW, THE BUYHER WAVIES AND ANY ALL RIGHTS TO NOTICE AND TO JUDICIAL HEARING WITH RESPECT TO THE REPOSESSION OR ATTACHMENT FO THE EQUIPMENT BY THE SELLER.

  2. Force Majeure: Notwithstanding anything to the contrary in any agreement, whether verbal or in writing, the Seller shall not be liable or responsible to the Seller nor be deemed to have defaulted under or breached the Agreement for any failure to comply with any term of the Agreement where the Seller’s failure to wholly or partially comply with its obligations under the Agreement is occasioned by or in consequence of force majeure, as hereinafter defined. For the purposes of this Agreement, the term “force majeure” shall mean any act of God, including therein, but without restricting the generality thereof, lightning, earthquakes, storms, extreme weather, washout, landslides, war, fire, explosion, riot, arrest, restrains, civil disturbances, civil commotion, act of terrorism, strikes, threat of imminent strike, walkout, lock out, labour disruption or other industrial disturbances, labour shortage, failure of Seller’s existing suppliers, shortage or unavailability of its Vehicles from its regular and existing suppliers, unavoidable casualty, pandemic, plague epidemic, public health emergencies or communicable disease outbreak, accident, collision or upset, mob violence or other insurrection, the orders of any court or governmental authority, governmental actions or regulation, lockdowns, stay-at-home orders, mandated business closings, border closures, traffic slow-down, traffic detours, road blockade or other travel restrictions. In such case, performance by the Seller of its obligation, shall be excused, delayed or suspended for the duration of the Force Majeure event. The Seller shall have no obligation to mitigate the force majeure event or the consequences of the force majeure event. The Seller shall give notice of the force majeure event after the happening of the event and likewise once the force majeure event has ended. Seller shall, in its sole discretion, have the right to cancel the Bill of Sale or any delivery date, if it is known or perceived by the Seller that any of the foregoing may exist or occur. Any applicable fixed delivery dates are rendered null and void in the event of a force majeure event.

  3. Impracticability of Performance: Where the performance by the Seller of any of its obligations or covenants under any Agreement or these Terms would cause unreasonable difficulty, expense, financial injury or loss to the Seller such that performance by the Seller is commercially unfeasible, the Seller shall have the right to cancel this Agreement without any liability for loss or damage to the Buyer.

  4. DISCLAIMER OF WARRANTIES. BY TAKING POSSESSION OF THE VEHICLE, BUYER ACKNOWLEDGES RECEIPT OF THE VEHICLE IN GOOD REPAIR AND WORKING CONDITION AND AGREES THAT (A) THAT THE VEHICLE AND EACH PART THEREOF IS OF A SIZE, DESIGN, CAPCITY AND MANUFACTURE ACCEPTABLE TO THE BUYER (B) BUYER IS SATISFIED THAT THE VEHICLE IS FIT, AND SUFFICIENT FOR BUYER’S INTENDED USE. SELLER MAKES NO REPRESENTATION CONDITION OR WARRANTY, EITHER EXPRESS OR IMPLIED, WHATSOEVER REGARDING THE VEHICLE AND ANY THIRD PARTY PRODUCT IN THE VEHICLE, INCLUDING ANY CONDITION OR WARRANTY WITH RESPECT TO (i) TYPE; (ii) SIZE; (iii) CONDITION; (iv) FITNESS FOR A PARTICULAR PURPOSE; (v) DESIGN; (vi) QUALITY; (vii) CAPACITY; (viii) WORKMANSHIP; (ix) OPERATION; (x) TITLE; OR (xi) MERCHANTABILITY; AND (xii) ACCURACY OF THE ODOMETER READING. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION, CONDITION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON SELLER'S BEHALF AND THAT AS BETWEEN THE BUYER AND SELLER ALL RISKS ASSOCIATED WITH THIS TRANSACTION UNDER THE BILL OF SALE ARE TO BE BORNE BY THE BUYER.

  5. Limitation of Liability. SAVE AND EXCEPT AS PROVIDED IN THE AGREEMENT, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST SAVINGS, LOST PROFITS, LOSS OF REVENUES, DIMINUTION IN VALUE, RENTAL EXPENSE, TRANSPROATION EXPENSES, LOSS OF USE ARISING FROM ANY BREACH OF THE AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER OR FOR ANY OTHER LIABILITY WHATSOEVER, OR ARISING OUT OF OR RELATING TO THE SALE OF THE VEHICLE TO THE BUYER, THE OWNERSHIP OR USE OF THE VEHICLE BY THE BUYER REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IF THERE IS LIABILITY IS IMPOSED ON THE SELLER IN THE COURSE OF PROCEEDING, THE PARTIES AGREE TO LIMIT SUCH LIABLITY TO THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE VEHICLE SOLD HEREUNDER OR $10,000, WHICHEVER IS LESS.

  6. Waiver of Claims: BUYER WAIVES ANY AND ALL CLAIMS AGAINST SELLER FOR ANY AND ALL LOSS OR LIABILITY ARISING FROM OR RELATED TO (i) SIZE OF THE VEHICLE; (ii) CONDITION OF THE VEHILCE; (iii) DESIGN OF THE VEHICLE; (iv) DEFECT IN MATERIAL OF THE VEHICLE; (v) FITNESS FOR ANY PARTICULAR USE OF THE VEHICLE; (vi) MERCHANTIBLITY; (vii) OPERATION OF THE VEHICLE INCUDING ANY COMMUNICATION DEVICE, SOFTWARE COMMUNICATION SERVCIES, EITHER LATENT OR PATENT; OR (viii) TITLE. LESSEE WAIVES THE PROVISIONS OF ANY APPLICABLE LAW LIMITING OR PROHIBITING A GENERAL RELEASE OR WAIVER IN THE AGREEMENT. SELLER AGREES TO ASSIGN TO THE BUYER ALL WARRANTIES, IF ANY, OF THE MANUFACTURER OF THE VEHICLE, OR THE PROVIDERS OF THE SOFTWARE AND COMMUNICATION SERVICES, IT BEING AGREED BETWEEN THE BUYER AND SELLER THAT THE BUYER’S SOLE RECOURSE WITH RESPECT TO THE MANUFACTURERS WARRANTY SHALL BE AGAINST THE MANUFACTURER AND THAT SELLER SHALL NOT HAVE ANY OBLIGATION OR TO HONOUR ANY WARRANTY BY A THIRD PARTY. ANY REPAIR OR MAINTENANCE VOLUNTARILY PROVIDED OR PAID FOR BY THE DEALER AS A MATTER OF CUSTOMER GOODWILL SHALL NOT BE CONSTURED IN ANY MANNER AS A WARRANTY OR EXTENSION OF WARRANTY OR AS WAIVER OF ANY OF THE PROVISIONS OF THE AGREEMENT.

  1. Termination. In addition to any remedies that may be provided under the Agreement, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if the Buyer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of the terms, conditions and obligations under the Agreement, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

  2. Waiver. No waiver by the Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure by Seller to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege by Seller hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

  3. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this provision is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

  4. No Third-Party Beneficiaries. This Agreement is solely between the Buyer and Seller. The Seller is not an agent of any manufacturer. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

  5. Indemnification of Seller: In addition the obligations of the Buyer to the Seller, the Buyer agrees to indemnify, save harmless and make whole the Seller, on a full indemnity basis, for any costs, storage, interest, charges, expenses, administrative costs and expenses, legal fees (on a full indemnity basis) and any other amount of any kind whatsoever incurred by the Seller in the protection and enforcement of its rights under the Agreement, breach by the Buyer of any covenant or payment obligation including but not limited to collection of any monies owed to the Seller under the Agreement, recovery of possession of the Vehicle, any other proceedings related to this transaction whether commenced by the Buyer or Seller relating to, arising from or in connection with the subject matter of this Agreement.

  6. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada, as applicable without giving effect to any choice or conflict of law provision or rule thereof to the extent that such provision or rule would cause the application of the laws of any jurisdiction other than those of the Province of Ontario. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

  7. Notices. All notices, request, consents, claims, demands, waivers and other communications required to given pursuant to the Agreement (each, a "Notice") shall be in writing and addressed to the parties to each other by email at the email address for each other on the Bill of Sale. Notices sent by email will be deemed effectively given immediately upon being sent, with a computer generated delivery receipt. If notice is provided by any other means it shall be deemed to be given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile with confirmation of transmission, if sent during the addressee's normal business hours, and on the next business day if sent after the addressee's normal business hours; (d) on the 7th day after the date mailed by certified or registered mail by the regular post, return receipt requested, postage prepaid. (e ) when actual Notice is received if delivered by any other method.

  8. Counterparts and Electronic Signing: The Agreement may be executed in any number of counterparts, each of which is deemed an original, and all of which taken together constitute one and the same agreement. No counterpart of this Agreement shall be effective until each party has executed and delivered at least one counterpart. Notwithstanding anything to the contrary, a counterpart may be executed and delivered by facsimile, email attachment (of a PDF document), or other electronic signature through electronic signature technology, which shall be valid and as effective as hand delivery of the original executed counterpart. The parties further consent and agree that (i) to the extent a party signs any of the Sales Documents using electronic signature technology, by clicking “SIGN”, “I AGREE” or similar instruction, such party is signing the Agreement electronically and the electronic signatures shall be treated for the purposes of validity, enforceability and admissibility. The Buyer agrees to deliver a manually executed counterpart, provided that any failure to do so shall not affect the validity of the counterpart executed by electronic signature.

  9. Dispute Resolution: Any and all disputes arising out of, relating to, or in connection with the Agreement, or breach thereof, or in respect of the legal or business relationship associated or derived from the Agreement, including those related to its validity, its construction or its enforceability shall be settled by arbitration by a single arbitrator under the Simplified Arbitration Rules of the ADR Institute of Canada Inc. (“ADRIC”) irrespective of the amount of the dispute or the number of parties and judgment on the award may be entered in any court having jurisdiction thereof. The seat of the Arbitration shall be Brampton. The language of the Arbitration will be English. The parties agree to the following: (i) the arbitrator appointed by the ADRIC shall have full jurisdiction to make an award of any interim, interlocutory, provisional or other equitable relief that is necessary to protect the rights or property of the party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the controversy; (ii) pending the outcome of the arbitration commenced by the Seller, the Buyer shall place in escrow with the Seller’s appointed law firm, as the escrow agent, the amount claimed by the Seller or the Vehicle in dispute (the “Escrow Property”) (iii) the prevailing party shall be entitled to an award of all of its attorney fees and disbursements on a full indemnity basis (iv) the award(s) of the arbitrator shall be accompanied by a reasoned opinion setting out the findings of fact and conclusions of law. The escrow agent shall be entitled to release the Escrow Property as directed by the Arbitrator; (v) except as may be required by law, neither party not an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties (save and except as necessary to be disclosed by the Seller to its lenders, lawyer, accountants and advisors; (vi) discovery depositions shall be limited to 1 hour per party and any documents ordered to be produced must be squarely relevant to the dispute; (vii) the Agreement shall be governed and interpreted in accordance with the laws of the Province of Ontario.

  1. Limitation Period For Disputes: No arbitration or other proceeding of any kind, judicial or otherwise (the “Proceeding”), maybe commenced by the parties related to, arising from or in a way connected to the business relationship arising from the Services or these Terms, unless commenced within 3 months after the date of shipment. The Parties agree that, to the extent permitted by law, this provision shall have the effect of reducing the applicable limitation period to 3 months. To the extent permitted by applicable Law, the expiration of 3 months will be a complete and absolute defence by the parties to any such Proceeding regardless of any extenuating or mitigating circumstances or excuses of any nature whatsoever.

  2. Survival. All of the following provisions shall survive termination of the Agreement by the Buyer or Seller, except: [Assignment], [Force Majeure], [Security for Payment], [Payment of Purchase Price and Condition of Sale] and [Impracticability of Performance]

×