Vente et Location de gobelets réutilisables Ecocup Inc., a company with a capital of 80 000$CAD whose registered office is
located Rue St Patrick, Unité M&N porte 13, Montréal Québec H4E1A2, Canada, registered under Québec enterprise number
(NEQ) number 1168943117
Hereinafter "ECOCUP CANADA"
General Terms and Conditions
Version of 1st September 2020
ARTICLE 1 - PURPOSE AND SCOPE
The purpose of these general terms and conditions (the "General Conditions") is to define the conditions under which ECOCUP
CANADA provides to customers who request it, by any means, (the "Customer(s)") the products (the "Products") and services (the
"Services") that it trades in.
They apply without restriction or reservation to all orders, requests, offers and all agreements and negotiations, by, for or on
behalf of ECOCUP CANADA, as well as to the contracts arising therefrom, and prevail over the clauses that may appear on
Customer's documents, and in particular its general conditions of purchase.
Any order implies, on the part of the Customer, acceptance of the present General Conditions. However, and in accordance with
the regulations in force, ECOCUP CANADA reserves the right to derogate from certain clauses of the present General Conditions,
depending on the negotiations conducted with the Customer, through the establishment of special conditions.
The fact that ECOCUP CANADA does not avail itself, at any given time, of any of the provisions of the present General Conditions
cannot be interpreted as a waiver, even tacitly, to be prevailed lately.
ECOCUP CANADA reserves the right to adapt or modify the present General Conditions at any time. In the event of modification,
the Customer is subject to the General Conditions in force on the day of the order.
ARTICLE 2 - DESCRIPTION OF SERVICES AND PRODUCTS
2.1 The Services
The Services provided by ECOCUP CANADA are detailed and restrictively defined in the quote communicated to the Customer
and/or in special conditions agreed between ECOCUP CANADA and the Customer.
2.2. The Products
The Products offered by ECOCUP CANADA comply with the legislation in force in Canada..
The Products are made from a material made exclusively of substances authorized by the regulations in force relating to materials
in contact with comestible products.
Before any order or use, it is the Customer's responsibility to refer to the information relating to the Products, which may appear
on the ECOCUP CANADA website " https://www.ecocup-quebec.ca ", to find out the characteristics given the intended use of the
The descriptions, information, photographs and illustrations relating to the Products and transmitted by ECOCUP CANADA by any
means and/or appearing on its website are not exhaustive and are provided for information purposes only.
ECOCUP CANADA reserves the right to modify at any time the list and characteristics of the Products presented on its website and
on any other document provided by ECOCUP CANADA.
The Product offer is within the limits of available stocks.
2.3. Personalised Products
ECOCUP CANADA offers a personalisation of its Products by allowing the Customer to affix a visual consisting of a colour, a pattern,
a drawing, a text, a photo or any other visual of the Customer's choice (the "Visual(s)").
The preparation of the Visual(s) will be invoiced based on the price list in force on the day of the order.
Before the final printing of the personalised Products ordered, an approval proof will be submitted to the Customer for acceptance.
The approval proof allows the Customer to check the Visual(s) before final printing. The acceptance of this approval proof releases
ECOCUP CANADA from any responsibility for any possible error in the Visual requested by the Customer.
Delivery times will only be fixed, as an indication, after ECOCUP CANADA has received the approval proof accepted by the
Some printing colours and/or Visuals are not recommended by ECOCUP CANADA. In the event that the Customer wishes to obtain
these colours and/or Visuals without considering ECOCUP CANADA's recommendations, ECOCUP CANADA disclaims any liability
whatsoever in the event that the final result of the Product does not correspond to the Customer's expectations.
The Customer authorises ECOCUP CANADA to use the Visuals of the finished Product, in particular to promote the personalised
Products to the public, on any communication medium whatsoever chosen by ECOCUP CANADA.
ARTICLE 3 - ORDER AND ORDER TERMINATION
3.1 Order and quotation
Orders and invitations to tender must be accompanied by specifications drawn up by the Customer.
Any order from the Customer is only binding for ECOCUP CANADA on the condition that it has been signed or explicitly confirmed
in writing by a representative of ECOCUP CANADA mandated for this purpose.
When a quotation is drawn up by ECOCUP CANADA, and in the absence of any other subsequent agreement, it constitutes the
special conditions amending the present General Conditions. ECOCUP CANADA's offers and quotes are only valid for a maximum
period of one (1) month from the date of their submission.
3.2. Order termination
Any modification and/or termination of the order requested by the Customer may only be taken into consideration if it has been
received by ECOCUP CANADA in writing – especially by e-mail at the following address "[email protected]" - prior to
shipment of the Products and will only be effective after ECOCUP CANADA's written agreement.
If ECOCUP CANADA accepts the modification and/or termination of the order, any payments made on account will remain
definitively acquired by ECOCUP CANADA and, in addition, any costs incurred by ECOCUP CANADA for the manufacture of the
Products ordered will be borne in full by the Customer.
In the event of modification and/or termination of an order for Products, ECOCUP CANADA reserves the right to deliver and invoice
the Customer for all the Personalised Products completed and/or in the process of being manufactured on the date indicated in
the written agreement established by ECOCUP CANADA.
For any request to return a Product delivered and received, the Customer is invited to consult article 10 "Claims and Returns" of
these General Conditions.
ARTICLE 4 - TIME AND DELIVERY
Delivery times are given as an indication for each order and constitute for ECOCUP CANADA an obligation of best efforts. Delivery
delays do not entail any cancellation or change of the contract. They shall not give rise to damages or penalties.
Deliveries are only made according to availability and in which orders are received. The Customer authorises ECOCUP CANADA to
make deliveries in whole or in part.
The Products are received by handing them over to the Customer or his agent by the carrier at the address indicated by the
Upon receipt by the Customer of the Products and without delay, the Customer undertakes:
(i) to check that the number of packages received corresponds to the number indicated on the delivery note and;
(ii) to proceed carefully with the examinations reasonably necessary to verify the general condition of these packages.
Any partial losses, damage or deterioration that would affect the contents of the packages, and that would be noted during these
checks, will be immediately notified by the Customer in a clear and detailed manner to ECOCUP CANADA at the following e-mail
address "[email protected]".
ARTICLE 5 - RESERVATION OF OWNERSHIP
ECOCUP CANADA reserves, until full payment of the price by the Customer, a right of ownership on the Products, enabling him
to repossess the said Products.
ARTICLE 6 - RENTAL OF PRODUCTS
ECOCUP CANADA proposes a system of rental of the Products governed in particular by the provisions of article 6 listed below.
6.1. Provision of the Products
The rental takes effect on the day the Products are delivered to the Customer.
When the Products are delivered to the Customer, the risk shall be transferred to the Customer, who shall assume physical and
legal custody of the Products.
For the entire duration of the Product rental, the Customer is solely responsible for the use of the Products and undertakes to
keep them and to take the necessary precautions to avoid any damage to which they may be exposed. The Customer undertakes
to use the Products in accordance with their intended purpose.
The Customer shall be solely responsible for all risks of deterioration, loss, theft, partial or total destruction of the Products, for
as long as they remain in his custody, regardless of the cause of the damage.
The rental and the physical and legal custody end on the day of the return of the Products by the Customer, in accordance with
point 6.3 "Return of Products and Invoicing".
The Customer, or a third party designated by him, must imperatively be present when the Products are delivered and when the
Products are returned.
6.2. Ownership of the Products
The Products remain the exclusive property of ECOCUP CANADA for the entire duration of the rental period.
ECOCUP CANADA being the sole owner, no inscription, acronym or other sign on the Products may be removed or modified by
the Customer without the authorisation of ECOCUP CANADA.
The Customer undertakes to ensure that ECOCUP CANADA's right of ownership of the Products is respected at all times and by all
means. Unless ECOCUP CANADA has given its prior written authorisation, the Customer undertakes not to exchange all or part of
the Products or sublet them and also not to charge them with a pledge, privilege or any other security or guarantee right. The
Customer also undertakes to inform any third party that the rented Products are the exclusive property of ECOCUP CANADA.
The Customer may not assign to a third party the benefit of all or part of the rights and obligations imposed on him.
6.3. Return of Products and Invoicing
The Customer undertakes to return the Products only in the packaging provided by ECOCUP CANADA and in the condition in which
the Customer received them.
The Products returned by the Customer will only be those marked ECOCUP CANADA and rented for the event and/or the place
predefined in the quote or the special conditions. Under no circumstances may the Customer return the products of a competitor,
another organisation, another event or any other product which will, in any case, be excluded from the number of returned
If the Products are not ready at the time of the collection agreed upon or if the carrier refuses to collect due to defective packaging,
the costs generated by new collection shall be borne by the Customer, to which shall be added the costs of immobilisation of the
truck at the time set for the impeded collection.
In any event, any Product that is not returned, deteriorated or returned unfit for use will give rise to administrative costs and,
where applicable, additional washing costs to be borne by the Customer.
Upon return of the Products, the Customer shall also provide ECOCUP CANADA with a statement of the Products returned.
ECOCUP CANADA will then make its own statement, comparing it with the Customer's statement, and will carry out a qualitative
examination of the Products on its premises.
ECOCUP CANADA's statement will be communicated to the Customer and will serve as the basis for the invoices issued by ECOCUP
If the Customer does not contest the statement made by ECOCUP CANADA within a reasonable period of time, which cannot
exceed forty-eight (48) hours, only the ECOCUP CANADA statement will be authentic and the corresponding invoicing will be
deemed to be accepted by the Customer.
In the event of disputes within the time limits, it will be up to the Customer to provide ECOCUP CANADA with all the necessary
documentation and in particular to justify any discrepancies.
The price of the rental as well as the terms of payment will be specified in the quotation accepted by the Customer and/or in
special conditions agreed between ECOCUP CANADA and the Customer.
ARTICLE 7 – LATE PAYMENT OR NON-PAYMENT
Failure to pay in full or in part an invoice that has fallen due will automatically result, without prior formal notice, in the allocation
to ECOCUP CANADA of damages assessed at a flat rate of 10% of the unpaid amount, with a minimum of €50.00, without prejudice
to ECOCUP CANADA's right to claim higher damages if it is shown that the damage actually suffered exceeds the assessed flat
rate. Any invoice not fully paid on its due date will also automatically generate conventional late payment interest at the rate of
1% per month from the due date of the invoice until full payment.
In addition, in the event of non-payment or, in general, in the event of failure by the Customer to comply with any of its obligations,
48 hours after a formal notice has remained unsuccessful, ECOCUP CANADA may consider the contract terminated. ECOCUP
CANADA may request the return of the Products, without prejudice to any other damages. The resolution may strike, at ECOCUP
CANADA's discretion, not only the order in question, but also previous and/or subsequent unpaid orders, whether
delivered/executed or in the process of being delivered/executed, and whether or not payment for them is due.
When payment is made in instalments, failure to pay a single instalment will result in the immediate payment of all the debt,
without prior notice.
The Customer shall bear all costs incurred in the recovery of the sums due, including the enforcement costs by bailiff. Under no
circumstances may payments be suspended or offset in any way without ECOCUP CANADA's prior written consent. Any partial
payment will first be deducted from the amounts for which the due date is the earliest.
ARTICLE 8 - LIABILITY AND LEGAL GUARANTEE
Unless otherwise expressly specified in the contract, the obligations assumed by ECOCUP CANADA are always obligations of best
ECOCUP CANADA cannot be held responsible for defects and deterioration caused by natural wear and tear, by unsuitable storage
and/or storage not in accordance with ECOCUP CANADA's instructions, by use not in accordance with ECOCUP CANADA's
instructions, by an external accident, or by a modification of the Product not foreseen or of which ECOCUP CANADA has not been
informed and which ECOCUP CANADA has not previously accepted.
The Customer is solely responsible for the use of the Products ordered and ECOCUP CANADA's responsibility cannot in any case
be sought in this respect.
The Customer is also solely responsible for the use of the rented Products in accordance with article 6 "Rental of Products" of the
present General Conditions.
Regarding the professional Customers, ECOCUP CANADA cannot be held responsible for indirect and/or immaterial damage,
including but not limited to any financial or commercial loss, loss of customers, operating losses, loss of profit, loss of opportunity,
damage to the brand image.
In addition, and still concerning its professional Customers, the liability of ECOCUP CANADA, whatever the cause and whatever
the nature and amount of the loss suffered, will be limited to an amount equivalent to the price stipulated in the order concerned,
without being able to exceed 20,000.00 €.
ARTICLE 9 - INTELLECTUAL PROPERTY AND CONFIDENTIALITY
ECOCUP CANADA declines all responsibility for the intellectual/industrial property of the Visuals that it reproduces on behalf of
the Customer. With or without indication, it is the Customer's responsibility to carry out the necessary prior art research and to
ensure that the Visuals do not have any similarity with those already in existence.
In general, Customer guarantees that he has all the rights to use all the elements transmitted to ECOCUP CANADA. The Customer
is responsible for the content of the Visuals transmitted to ECOCUP CANADA, which cannot be held responsible, in particular, in
the event of counterfeiting.
Consequently, any direct and/or indirect damage suffered by ECOCUP CANADA as a result of the Customer's failure to respect the
intellectual/industrial property rights belonging to a third party must be fully supported and repaired by the Customer.
ECOCUP CANADA also reserves the right to refuse, at its discretion, any order for personalised Products containing Visuals deemed
inappropriate, unethical or illegal.
Trademarks and logos appearing on the Products, the ECOCUP CANADA website or any document provided by ECOCUP CANADA,
are the property of ECOCUP CANADA or its related companies. The Customer undertakes not to use, reproduce or disseminate
these trademarks in any way whatsoever, except with the prior written authorisation of the company owning the trademark.
ECOCUP CANADA retains ownership of the studies, projects, plans, prototypes, models and all documents that are given to the
Customer. The sale or hire of the Products does not entail any transfer of intellectual/industrial property, know-how or technology
of any kind to the Customer.
Any financial proposal, technical application study, plan, model and/or any other document given by ECOCUP CANADA to the
Customer is strictly confidential. They may not be copied, patented, protected by any other intellectual/industrial property right
or disclosed to a third party, directly or indirectly. ECOCUP CANADA can also demand their return and/or destruction at any time.
ARTICLE 10 – CLAIMS AND RETURNS
ECOCUP CANADA offers the Customer the possibility of returning a Product within thirty (30) days of receipt and under the
conditions listed below.
For any complaint relating to the Products, Customer is invited to contact ECOCUP CANADA at the following e-mail address
"[email protected]" within thirty (30) days of receipt of the Products by Customer.
It will be up to Customer to provide all the justifications as to the reality of the complaint sent to ECOCUP CANADA and to allow
ECOCUP CANADA every facility to carry out checks and to remedy the situation.
Any return must be the subject of a formal agreement between ECOCUP CANADA and the Customer. Any Product returned without
this prior agreement will be held at the disposal of the Customer and will not give rise to replacement or reimbursement.
When ECOCUP CANADA accepts returns of Products, these will only be taken into account if they are in good condition, without
having been used and after ECOCUP CANADA has checked and accepted the reason for the return. The costs and risks are always
at Customer's expense.
After qualitative and quantitative verification of the returned Products, any accepted return will lead, at the choice of ECOCUP
CANADA, to a free replacement of the Products or the constitution of a refund and a partial or complete credit note to the
After this period of thirty (30) days, the Customer will automatically be considered to have accepted the Products delivered as
they are and ECOCUP CANADA reserves the right to refuse any claim.
ARTICLE 11 – FORCE MAJEURE
ECOCUP CANADA cannot be held responsible if the non-execution, late execution or partial execution is due to a case of force
majeure. Force majeure or fortuitous events are considered to be events beyond the control of the Parties, which they could not
reasonably be expected to foresee, and which they could not reasonably avoid or overcome, to the extent that their occurrence
makes it impossible for them to fulfil their obligations.
In particular, the following shall be treated as cases of force majeure or fortuitous circumstances relieving ECOCUP CANADA of its
obligations: strikes by all or part of the staff of ECOCUP CANADA or its usual carriers, fire, flood, war, production shutdown due
to accidental breakdowns, epidemics, roadblocks, strikes or disruption of water or electricity supplies, or disruption of supply for
a reason not attributable to ECOCUP CANADA, as well as any other cause of disruption in supply attributable to ECOCUP CANADA
In such circumstances, ECOCUP CANADA shall notify the Customer in writing of the occurrence of a case of force majeure, in
particular by email, the contract between ECOCUP CANADA and the Customer being automatically suspended without
compensation, as from the date on which the event occurs.
If the event preventing delivery or the provision of services lasts more than thirty days from the date of its occurrence, the contract
concluded by ECOCUP CANADA and the Customer may be terminated by the most diligent Party, without either Party being
entitled to claim damages. This termination will take effect on the date of first presentation of the registered letter with
acknowledgement of receipt denouncing the said contract.
ARTICLE 12 – GOVERNING LAW AND JURISDICTION
These General Conditions, as well as any special conditions between the Parties, are governed by the laws in force in Canada.
Any dispute that may arise in the application of these General Conditions must be brought before the competent courts of the
judicial district of the city of Montreal.
ARTICLE 13 - SEVERABILITY
The possible illegality or invalidity of an article, paragraph or provision (or part of an article, paragraph or provision) shall not affect
in any way the legality and validity of the other articles, paragraphs or provisions of these General Conditions, nor the remainder
of such article, paragraph or provision.
In such a case, the Parties shall replace the illegal or void article, paragraph or provision, or part thereof, by a legal and valid article,
paragraph or provision having, as far as possible, similar legal and/or economic effects to those initially referred to by the Parties
at the time the contract was concluded.
ARTICLE 14 – PROTECTION OF PERSONAL DATA
Customers’ personal information will only be used and disclosed for the purposes for which it was collected and in accordance
with privacy legislation. Any exceptions to this rule will only be made with the Customer’s consent or as permitted or required by
law. In addition, ECOCUP CANADA will keep this data as long as necessary for the purposes of the collection.
Regarding European Customers, ECOCUP CANADA undertakes to comply with Regulation (EU) 2016/679 of 27 April 2016 (the
"GDPR"). For more information, ECOCUP CANADA invites the Customer to refer to the "General Conditions of Use" available on
the website “http://www.ecocup.com”.