CONTRACTS OF SALE – BLANKET TERMS & CONDITIONS OF SALE
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
These terms require the use of arbitration to resolve disputes, rather than recourse to the judicial system.
By placing an order for products, you affirm that you are of legal age to enter into this agreement, and you accept and are bound by these terms and conditions. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these terms and conditions. You may not order or obtain products or services from this website if you: (i) do not agree to these terms and conditions; (ii) are not the age of majority in your jurisdiction; or (iii) are prohibited from accessing or using this website or any of this website’s contents, products or services by applicable law.
1. Terms and Conditions
These terms and conditions apply to the purchase and sale of products and services from the Seller. These terms and conditions are subject to change without prior written notice at any time, in the Seller’s discretion. A Buyer shall review these terms and conditions before purchasing any product.
(1) From time to time, the Buyer may request the Seller to sell goods to the Buyer (the “Goods”) by completing and delivering an order in such form as the Seller may specify from time to time (an “Order”), and this Agreement applies to, and the terms and conditions set out in it shall govern, every such sale of Goods. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these terms and conditions.
(2) Upon receipt of an Order delivered under subsection (1), the Seller shall notify the Buyer forthwith (and in any event within 5 business days of the receipt of the Order) where:
(a)the Seller is unable to ship any Goods forming the whole or part of the Order within 14 days of the receipt of the Order; or
(b) the Seller does not accept the Order.
(3) Where the Seller is unable to ship the Goods within 14 days of the receipt of an Order, the Buyer may cancel that Order.
(4) All orders must be accepted by the Seller. A Seller is not obligated to sell the Goods. An Order shall be deemed to have been accepted by the Seller unless the Seller notifies the Buyer under subsection (2).
2. Price and Payment
(1) The Price to be paid for any Good shall be the Seller’s prevailing price at which the Seller is offering to sell that Good at the time when the order is received by the Seller, less any discount or promotions allowed by the Seller as may be applicable. Prices do not include taxes or charges for shipping and handling. The Seller will strive to display accurate price information; but may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. The Seller reserves the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
(2) The Price for each shipment of goods under this Agreement shall be paid by the Buyer within 30 days of the date of invoice, which date shall be the date on which the Goods are shipped by the Seller to the Buyer in accordance with the Order.
(3) The Price shall be paid by cheque drawn in Canadian or United States funds, as specified in the Order.
(4) Where Goods are delivered by instalment, the Buyer shall be liable to pay the Price only of the Goods as they are actually shipped.
(5) Any provincial or federal sales tax, excise tax, customs duty, goods and services tax, value added tax or other tax or levy applicable with respect to the sale or delivery of the Goods to the Buyer shall be for the account of the Buyer and shall be paid by the Buyer upon demand.
(6) Buyer shall pay interest on all late payments at the rate of 1.5% per month, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, reasonable legal fees. In addition to all other remedies available under these terms and conditions or at law (which Seller does not waive by the exercise of any rights hereunder).
(7) If Buyer fails to pay any amounts when due hereunder, the Seller shall be entitled to refuse additional orders and suspend the delivery of any Goods until all overdue amounts are paid in full.
3. Trade Terms
Any clause in this Agreement or an Order prescribing the quality, state or fitness of the Goods shall be deemed to be a condition of this Agreement.
4. Packing
All Goods that are to be shipped under this Agreement shall be securely and safely packed in drums cartons, boxes, or other containers affording reasonable protection to the Goods contained therein against the elements and other risks of damage, loss or theft normally incidental to the shipment of Goods of the type or kind being shipped.
5. Time, Place and Method of Payment
Payment for the Goods shall be made at the office of the Seller as stated at the beginning of this Agreement. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise.
6. Time, Place and Manner of Shipping
(1) Subject to subsection (2), unless otherwise directed by the Buyer, the Seller shall ship all Goods that are to be shipped:
(a) by collect truck or collect rail (whichever is cheaper), where the Goods that are being shipped and the packaging in those Goods are contained weigh more than 15 kilograms;
(b) by collect courier, where the Goods that are being shipped and the packaging in which those Goods are contained weigh 0.5 kilograms or more but less than 15 kilograms;
(c) by regular first class mail, where the Goods that are being shipped and the packaging in which those Goods are contained weigh less than 0.5 kilograms;
to the plant or office of the Buyer specified in the Order, and the costs of such shipment shall be for the account of, and shall be paid by, the Buyer.
(2) Despite subsection (1), where Goods are improperly shipped to the Buyer, any additional cost of shipment thereby incurred shall be for the account of, and shall be paid by, the Seller, and may be deducted by the Buyer from the payment of the Price.
(3) Despite subsection (1), from time to time, the Buyer may specify an alternative method of shipment to that specified under subsection (1), or may direct the Seller to deliver the Goods to a person acting on behalf of the Buyer, but any additional cost thereby incurred shall be paid by the Buyer.
(4) All Goods shall be shipped by the fastest possible route as soon as possible after the acceptance of the Order.
(5) The Goods will be delivered within a reasonable time after the receipt of Buyer’s purchase order, subject to availability of finished Goods. Shipping and delivery dates are estimates only and cannot be guaranteed. Seller shall not be liable for any delays, loss, or damage in transit.
7. Insurance
(1) Unless otherwise directed by the Buyer, at the time of shipping Goods under this Section, the Seller shall obtain insurance at the expense of the Buyer for the full Price of the Goods that are being shipped against loss or damage by fire, theft and such other perils as are ordinarily included in a policy of insurance relating to the shipment of Goods by the applicable method of shipment, and where any such insurance is obtained in the Seller’s name, the Seller shall forthwith assign, transfer and deliver to the Buyer the policy of such insurance and any receipts therefor.
(2) Where the Seller fails or refuses to obtain insurance as required under subsection (1) and the Goods are lost or destroyed in whole or in part while in transit, the Price to be paid for the Goods shall be reduced by the amount that would have been payable to the Buyer had that insurance been obtained.
8. Delivery By Instalments and Delay in Delivery
(1) All Goods shall be deemed to be delivered at the time when they are transferred to the carrier, at which the time the title and risk of lasses pass to the Buyer.
(2) The Seller may ship all or any part of the Goods included in an Order in one or more instalments, irrespective of whether the Order specifies a precise quantity of Goods, and the Buyer must accept delivery of any partial shipment of the Goods that the Seller may make.
(3) Where any of the Goods included in any delivery instalment do not comply with the specifications of the Order or any other specifications given by the Buyer to the Seller in accordance with this Agreement, the Buyer may reject that delivery instalment or any of the Goods included in it without prejudice to its right to insist upon performance of the balance of this Agreement, including the delivery of all subsequent instalments.
(4) In addition to its other remedies, the Seller may repudiate its obligations in respect of any Order where the Buyer fails or refuses to pay for an instalment that has been delivered in accordance with this Agreement.
(5) In addition to its other remedies, except where the Buyer otherwise agrees in writing, where all of the Goods comprising part of an Order are not shipped within 120 days of the date on which the Order was accepted, the Buyer may:
(a) cancel the Order with respect to the Goods that have not been shipped by giving the Seller notice to that effect, but no such termination shall affect the liability of the Buyer to pay the Price of any other Good that forms part of the Order that was shipped prior to the time when the Order was cancelled;
(b) purchase from another supplier, substitute Goods, and charge the Seller with any cost increase thereby incurred; or
(c) exercise its rights under both clauses (a) and (b).
(6) Nothing in clause (5)(a) shall be deemed or construed to limit or exclude any claim for damages or right of set off to which the Buyer may be entitled.
9. Cancellation for Default
(1) The Seller may cancel this Agreement by giving written notice to that effect to the Buyer (which notice shall take immediate effect), and shall not be obliged to deliver any further Goods to the Buyer where:
(a) the Buyer defaults in the payment for any Goods shipped by the Seller to the Buyer under this Agreement;
(b) where any formal or informal proceeding for the dissolution of, liquidation of, or winding up of, the affairs of the Buyer is instituted by or against the Buyer (unless the Buyer is then contesting that proceeding in good faith), or where a resolution is passed or any other act undertaken for the winding up of the Buyer;
(c) where the Buyer ceases or threatens to cease to carry on its business,
(d) where a receiver, manager, curator, trustee or similar officer is appointed in respect of the Buyer or any part of its assets, by a regulatory authority, a court of competent jurisdiction, or under an agreement;
(e) where the Buyer is adjudged bankrupt or becomes insolvent, or a petition in bankruptcy is filed against the Buyer, or where the Buyer makes an assignment for the general benefit of creditors or applies for relief under the Companies’ Creditors Arrangement Act, or where proceedings of any type are instituted in any jurisdiction in respect of the alleged insolvency or bankruptcy of the Buyer.
(2) The termination of the Agreement shall not release, discharge or otherwise affect,
(a) the warranty obligations of the Seller with respect to any Goods; or
(b) the obligation of the Buyer to pay for any Goods,
delivered to the Buyer prior to the time when the termination took effect.
10. Passing of Title and Risk
Title to and risk in the Goods shall be deemed to pass from the Seller to the Buyer at the time of shipment.
11. Inspection
All Goods delivered to the Buyer shall be subject to the Buyer’s inspection and approval at the place of delivery, but the cost of any such inspection shall be for the account of the Buyer.
(1) The Buyer shall inspect the Goods within two (2) Business Days of their delivery to the Buyer, and where the Buyer fails to inspect the Goods within that time, or having inspected any Goods, fails to notify the Seller of any deficiency or defect within two (2) Business Days of the delivery of the Goods, the Buyer shall be deemed to have inspected and approved the Goods, in which case the Buyer shall pay the full Price of the Goods in accordance with this Agreement and (subject to its warranty rights under the Agreement or as required by statute) shall have no claim for damages or other compensation in respect of any discrepancy between the Goods supplied and the Goods ordered.
(2) Where upon the inspection of any Goods delivered to it, the Buyer determines that:
(a) the Goods are not in conformity with the specifications, drawings or data incorporated into the Order;
(b) the Goods are defective or may reasonably be considered to have been in damaged condition at the time when they were shipped;
(c) it has not received the quality or quantity of Goods specified in the packing slip accompanying the Goods,
it shall so notify the Seller immediately by giving to the Seller a deficiency report and furnishes such written evidence or other documentation as required by Seller.
11. Government Documentation
(1) The Seller shall be responsible for obtaining all necessary federal, provincial, state, municipal or other government or regulatory licences, permits or other documents or permissions that are required or incidental to the sale or shipment of the Goods to the Buyer.
(2) Without limiting the obligations of the Seller under subsection (1),
(a) any administrative, licence or other fee payable in respect of a licence, permit or other document or permission provided for in subsection (1) shall be for the account of the Buyer, and where that fee is paid by the Seller,
(b) the Buyer shall reimburse the Seller upon demand;
the Buyer shall provide such information, assistance or documentation as the Seller may reasonably request to enable the Seller to carry out its obligations under subsection (1).
12. Covenants of Seller
(1) The Seller covenants and agrees with the Buyer that it shall:
(a) designate a responsible employee of managerial level, to act as liaison between the Buyer and the Seller;
(b) supply the Goods in accordance with this Agreement, together with such evidence or proof of conformity as may be required under this Agreement or may reasonably be requested by the Buyer;
(c) contract or otherwise arrange on usual terms at its own expense for the carriage of the Goods by the customary route to the agreed destination;
(d) observe all laws and conform to all valid requirements of any governmental authority with respect to the packaging, storage and shipment of all or any part of the Goods;
(E) after identifying any Goods to an Order, refrain from and prevent waste from being committed on or against the Goods.
13. Covenants of Buyer
(1) The Seller covenants and agrees with the Buyer that it shall:
(a) designate a responsible employee of managerial level, to act as liaison between the Buyer and the Seller;
(b) supply the Goods in accordance with this Agreement, together with such evidence or proof of conformity as may be required under this Agreement or may reasonably be requested by the Buyer;
(c) contract or otherwise arrange on usual terms at its own expense for the carriage of the Goods by the customary route to the agreed destination;
(d) observe all laws and conform to all valid requirements of any governmental authority with respect to the packaging, storage and shipment of all or any part of the Goods;
(E) after identifying any Goods to an Order, refrain from and prevent waste from being committed on or against the Goods.
14. Warranties by the Seller
(1) The Seller expressly warrants that:
(a) the Seller is a duly incorporated, organized and subsisting corporation, and has all requisite powers, capacities, licences and permissions under its governing legislation and the other laws applicable to it, and under its articles of incorporation, by-laws and governing resolutions to,
(i) own and sell the Goods,
(ii) enter into, exercise its rights and perform and comply with its obligations under this Agreement,
and that all actions, conditions and things have been done, taken or fulfilled with respect thereto, that are required by law, contract or otherwise;
(b) the Seller is not a party to any agreement under the terms of which the Seller is prohibited or restricted from entering into any of the obligations assumed, liabilities imposed, or restrictions accepted by the Seller under this Agreement;
(c) the Seller has or at the time of delivery shall have good and marketable title to the Goods, free of all encumbrances;
(d) all Goods and materials and parts incorporated into the Goods shall not infringe any patent, trade mark, copyright or industrial design belonging to any other person (except where under licence in favour of the Seller);
(e) the Seller has and throughout this Agreement shall continue to have the skill, experience, equipment and personnel required to enable it to manufacture and deliver Goods of the quality, at the time as specified in an Order.
(f) subject to section 14(f), all Goods shall conform to the specifications set out in the Order and shall be of merchantable quality, without defect in design, manufacture or other workmanship, and shall be fit for the purposes disclosed by the Buyer to the Seller.
EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 15, SELLER MAKES NO CONDITION OR WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) CONDITION OR WARRANTY OF MERCHANTABILITY; (b) CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY IN THAT INSTANCE. NOTWITHSTANDING THE FOREGOING, THE BUYER AFFIRMS THAT THE SELLER SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF A THIRD PARTY MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS.
15. Warranties of the Buyer
(1) The Buyer expressly warrants to the Seller that:
(a) the Buyer is a duly incorporated, organized and subsisting corporation, and has all requisite powers, capacities, licences and permissions under its governing legislation and the other laws applicable to it, and under its articles of incorporation, by-laws and governing resolutions to,
(i) purchase the Goods that the Buyer has represented as belonging to the Buyer in any financial statement or representation made by the Buyer to the Seller,
(ii) enter into, exercise its rights and perform and comply with its obligations under this Agreement,
and that all actions, conditions and things have been done, taken or fulfilled with respect thereto, that are required by law, contract or otherwise;
(b) the Buyer is not a party to any agreement under the terms of which the Buyer is prohibited or restricted from entering into any of the obligations assumed, liabilities imposed, or restrictions accepted by the Buyer under this Agreement;
(c) no act or event has occurred that would constitute — or is capable of becoming whether by notice or the passage of time an act or event —default under the terms of this Agreement.
(2) The warranties given under this section and the covenants of the Buyer under section 14 shall not be deemed to lapse, merge or be waived as a result of the termination of this Agreement for cause or by consent of the parties, or as a result of the delivery of any Goods under this Agreement, or as a result of any amendment or renewal of this Agreement, but shall survive and remain in effect.
16. Force Majeure and Frustration of the Contract
A party shall not be liable for any non-performance or delay in performance by that party that is due wholly or partly to fire, flood, any act of God, the King or His enemies (foreign or domestic), riot, act of war (whether or not declared), terrorism, labour dispute or other cause beyond the reasonable control of the party.
17. Limitation of Liability.
IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY 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.
IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER.
The limitation of liability set forth in Section 18 shall not apply to (i) liability resulting from Seller’s gross negligence or wilful misconduct and (ii) death or bodily injury resulting from Seller’s acts or omissions.
18. Remedies Not Exclusive
The remedies provided to the parties under this Agreement are cumulative and not exclusive to each other, and no such remedy shall be deemed or construed to affect any right to which a party is entitled to seek any other remedy to which that party may be entitled at law, in equity or by statute.
19. Arbitration
(1) All disputes between the parties relating to this Agreement or any Goods delivered under this Agreement shall be settled exclusively by final, binding arbitration in accordance with this Section.
(2) Arbitration proceedings shall be commenced by the delivery of a notice by the initiating party seeking the arbitration to the responding party, detailing the dispute or matter concerned, and requiring the resolution of that dispute or matter by arbitration.
(3) Within fifteen (15) days of the giving of a notice under subsection (2), the initiating party and the responding party shall jointly appoint an arbitrator for the hearing of the dispute, but where they cannot agree upon an arbitrator during this fifteen (15)-day period, then the party who delivered the notice initiating the arbitration may provide a copy of that notice to Arbitration Place, 333 Bay Street, Toronto, Ontario, Suite 900, and request that Arbitration Place select an arbitrator. The parties hereby agree to the appointment of any arbitrator selected by Arbitration Place in this regard and that the selected arbitrator shall have complete jurisdiction to arbitrate any disputes arising from or relating to this Agreement or any Goods delivered thereunder.
(4) Where a person entitled to appoint an arbitrator under subsection (3) fails or refuses to do so within the time allowed, either party may apply to the Ontario Superior Court of Justice in accordance with the Ontario Arbitration Act, 1991 for the appointment of an arbitrator on that person’s behalf.
(5) The arbitrator or arbitration panel, as the case may be, shall fix a date for the hearing of the dispute or matter, which date shall be within thirty (30) days of the date of their respective appointment, and both parties and their respective counsel shall be entitled to make submissions at the arbitration.
(6) The arbitrator or arbitration panel shall render a decision within thirty (30) days of the date of the conclusion of the hearing of the arbitration, or such longer period of time as the parties may agree, but where the arbitrator or arbitration panel fails to render a decision within the time allowed, either party may terminate the arbitration proceedings, whereupon both parties shall be entitled to proceed in the courts as if this Section did not apply.
(7) In the case of an arbitration panel, the decision of the majority of the panel shall be deemed to be the decision of the entire panel.
(8) Any decision by an arbitrator or arbitration panel, as the case may be, shall be binding and conclusive on the parties and there shall be no right of appeal from that decision.
(9) An arbitrator or arbitration panel appointed under this Section may make rules and give directions to govern the conduct of arbitration, and may make any award of costs that the arbitrator considers just and reasonable in the circumstances, including an award of costs on a solicitor and client or substantial indemnity basis.
(10) Any arbitration under this Agreement shall be conducted at an office or other place designated by the arbitrator or arbitration panel in the city Toronto, in the Province of Ontario, or in such other place as the parties to the arbitration may agree. Any arbitration under this Agreement may be conducted virtually by Zoom or another videoconferencing platform.
20. Further Assurances
Each party shall draw, execute and deliver to each other at their own respective expense, all such instruments and documents, and do all such things as the other party may from time to time reasonably consider necessary or advisable for the purpose of carrying out the intent and provisions of this Agreement.
21. Manner of Giving Notice
(1) Any notice, instruction or document required or permitted to be given or served by this Agreement or by law may be given personally or by email or by prepaid courier or registered mail to the intended recipient at its address as set out in this Agreement, and either party may by notice given in accordance with this subsection change its address for the purposes of this subsection.
(2) Any notice shall be deemed (in the absence of evidence of prior receipt) to have been received by the intended recipient the same day if personally served, the next business day if sent by telex or fax, and on the fifth business day next following where sent by courier or by registered mail.
22. Amendments to Be in Writing
This Agreement shall not be deemed to be construed as having been amended as a result of any oral communication between the parties as a result of any practice of the parties, but all amendments to this Agreement shall be in writing and shall be signed by both parties, provided that any such agreement may be executed in counterpart form.
23. Assignment
(1) The rights of the Seller under this Agreement are personal to the Seller and neither the benefits nor the obligations of the Seller under this Agreement may be assigned.
(2) All rights of the Buyers under this Agreement shall inure to the benefit of its successors or assigns and all obligations of the Buyer shall bind the Buyer’s heirs, executors and administrators and his or her successors.
24. Governing Law
(1) This Agreement is subject to and shall be construed in accordance with the laws of Ontario.
25. Time of the Essence
Time shall be of the essence in the performance of all obligations by all parties to this Agreement.
26. No Waiver.
No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure 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 hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
27. Confidential Information.
All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
28. Severability.
If any provision of these terms and conditions is invalid, illegal, void, or unenforceable, that provision will be deemed severed from these terms and conditions and will not affect the validity or enforceability of the remaining provisions of these terms and conditions.
29. Interpretation
In this Agreement:
(a) a word importing the masculine, feminine or neuter gender also includes members of the other genders;
(b) a word defined in or importing the singular number has the same meaning when used in the plural number, and vice versa;
(c) a reference to any Act, by-law, rule or regulation or to a provision thereof shall be deemed to include a reference to any Act, by-law, rule or regulation or provision enacted in substitution therefor or amendment thereof;
(d) the headings to each section are inserted for convenience of reference only and do not form part of the Agreement.