Sales Agreement

 
2019: Snorkelling with Orcas and watching Aurora Borealis in the Arctic: Skjervoy, Norway

Sales Agreement

THIS SALES AGREEMENT (the "Agreement") dated this _____ day of _____________, 20____ . BETWEEN:


Artica Studios Inc. of 1216 Lansdown Dr. Oakville, Ontario L6J-7N6 and Jonas Beyer of Denmark  collectively and individually (the 'Seller')

 

OF THE FIRST PART

 

- AND -


______________ of ________________________________________________________________________________ 
(the 'Buyer')

 

OF THE SECOND PART IN CONSIDERATION OF THE COVENANTS and agreements contained in this Sales Agreement the parties to this Agreement agree as follows:

 

  1. Sale of Goods

  2. The Seller will sell, transfer and deliver to the Buyer on or before the 1st day of November 2019, the following goods (the 'Goods'):
    Orcas and Auroras Photography Workshop and Expedition

    Each participant who has paid a non-refundable deposit and their 2nd payment prior to August 1, 2019 are able to participate

    The price with tax includes: ($4,460 USD or ~$5,840 Canadian)

    Accommodation Nov. 1, 2, 3, 4, 5 checking out on Nov. 6th 2019 or Nov. 8, 9, 10, 11, 12 checking out on 13th.

    Transportation from your Tromso Hotel or AirBNB pickup on Nov. 1st (Or Nov. 8th) to Skjervoy and return on Nov. 6th (Or Nov. 13th)

    Food: Breakfast, Light or Late Lunch or mainly snacks (while on the boat), and Dinner and light snacks.

    Photography Guiding and Editing - mainly before and after. Each participant must be self-sufficient if they are taking photos while swimming

    Boat and Crew for 4 Days.

 

  1. Purchase Price

  2. The Buyer will accept the Goods and pay for the Goods with the sum of four thousand four hundred sixty ($4,460 USD) or five thousand eight hundred forty ($5,840.00) CAD, paid as follows: by PayPal, Wire as required in clause 4 of this Agreement.

    1. non-refundable deposit of $2,231 (USD) or $2,920.00 (CAD) on July 31, 2019; and

    2. the remainder of the purchase price by PayPal, Wire as required in clause 4 of this Agreement.

    3. The request for a private room is an additional $400 USD noted as Single Occupancy and has to be paid as soon as possible

  3. The Seller and the Buyer both acknowledge the sufficiency of this consideration. In addition to the purchase price specified in this Agreement, the amount of any present or future sales, use, excise or similar tax applicable to the sale of the Goods will be paid by the Buyer, or alternatively, the Buyer will provide the Seller with a tax exemption certificate acceptable to the applicable taxing authorities.

  4. Except as otherwise provided in this Agreement, the deposit is not refunded to the Buyer if this transaction is not completed. The Buyer will make payment for the Goods at the time when, and at the place where, the Goods are received by the Buyer or, in the alternative, when any document of title or registrable bill of sale, bearing any necessary endorsement, is tendered to the Buyer.

  5. Delivery of Goods

  6. The Goods are at present located in Norway, which will be the place for delivery of the Goods. The Seller agrees to furnish the facilities and at its cost to load the Goods on trucks furnished by the Buyer.

  7. Risk of Loss

  8. Risk of loss will be on the Buyer from the time of delivery to the carrier. The Buyer will provide, at its expense, insurance on the Goods insuring the Seller's and the Buyer's interest as they appear, until payment in full to the Seller.

  9. Warranties

  10. THE GOODS ARE SOLD 'AS IS' AND THE SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Seller does not assume, or authorize any other person to assume on the behalf of the Seller, any liability in connection with the sale of the Goods. The Seller's above disclaimer of warranties does not, in any way, affect the terms of any applicable warranties from the manufacturer of the Goods. 

  11. The Buyer has been given the opportunity to inspect the Goods or to have it inspected and the Buyer has accepted the Goods in its existing condition. Further, the Seller disclaims any warranty as to the condition of the Goods.

  12. Title

  13. Title to the Goods will remain with the Seller until delivery and actual receipt of the Goods by the Buyer or, in the alternative, the Seller delivers a document of title or registrable Bill of Sale of the Goods, bearing any necessary endorsement, to the Buyer.

  14. Security Interest

  15. The Seller retains a security interest in the Goods until paid in full.

  16. Inspection

  17. Inspection will be made by the Buyer at the time and place of delivery.

  18. Claims

  19. The Buyer's failure to give notice of any claim within 10 days from the date of delivery will constitute an unqualified acceptance of the Goods and a waiver by the Buyer of all claims with respect to the Goods.

  20. Excuse for Delay or Failure to Perform

  21. The Seller will not be liable in any way for any delay, non-delivery or default in shipment due to labour disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents and other causes beyond the control of the Seller or its suppliers. If the Seller, in its sole judgment, will be prevented directly or indirectly, on account of any cause beyond its control, from delivering the Goods at the time specified or within one month after the date of this Agreement, then the Seller will have the right to terminate this Agreement by notice in writing to the Buyer, which notice will be accompanied by a full refund of all sums paid by the Buyer pursuant to this Agreement.

  22. Remedies

  23. The Buyer's exclusive remedy and the Seller's limit of liability for any and all losses or damages resulting from defective goods or from any other cause will be for the purchase price of the particular delivery with respect to which losses or damages are claimed, plus any transportation charges actually paid by the Buyer.

  24. Cancellation

  25. The Seller reserves the right to cancel this Agreement:

    1. if the Buyer fails to pay for any shipment when due;

    2. in the event of the Buyer's insolvency or bankruptcy; or

    3. if the Seller deems that its prospect of payment is impaired.

  26. Notices

  27. Any notice to be given or document to be delivered to either the Seller or Buyer pursuant to this Agreement will be sufficient if delivered personally or sent by prepaid registered mail to the address specified below. Any written notice or delivery of documents will have been given, made and received on the day of delivery if delivered personally, or on the third (3rd) consecutive business day next following the date of mailing if sent by prepaid registered mail:

    SELLER: Artica Studios Inc., 1216 Lansdown Dr. Oakville, Ontario L6J-7N6

    BUYER: ______________, ________________________________________________________________________________
     

  28. Additional Provisions

  29. The initial deposit is non-refundable with the only exception changing in local regulation of tourism in Skjervoy, Norway.

    If the client has paid in full and cannot make the trip due to unforeseen circumstances ie. acts of God, with the deadline of July 31 11:59pm EST for a 40% reimbursement can be issued (40% of $4,407 USD -ex. if paid full price), there is a 10% fee.

  30. General Provisions

  31. Headings are inserted for the convenience only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

  32. All representations and warranties of the Seller contained in this Agreement will survive the closing of this Agreement.

  33. Either party to this Agreement may assign its rights under this Agreement, but the assignment will not change the duty of either party, increase the burden or risk involved, or impair the chances of obtaining the performance of the Agreement. However, no obligation for performance imposed on either party by this Agreement may be delegated to any other person without the prior written consent of the other party. Each party has a substantial interest in having the other party perform or control the acts required by this Agreement.

  34. This Agreement cannot be modified in any way except in writing signed by all the parties to this Agreement.

  35. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the Seller and the Buyer hereby attorn to the jurisdiction of the Courts of the Province of Ontario

  36. If any clause of this Agreement is held unconscionable by any court of competent jurisdiction, arbitration panel or other official finder of fact, the clause will be deleted from this Agreement and the balance of this Agreement will remain in full force and effect.

  37. This Agreement will inure to the benefit of and be binding upon the Seller and the Buyer and their respective successors and assigns.

  38. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.

  39. Time is of the essence in this Agreement.

  40. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise. The Buyer acknowledges that it has not relied upon any representations of the Seller as to prospective performance of the Goods, but has relied upon its own inspection and investigation of the subject matter.

 

28. At any time, Artica Studios Inc. and or Jonas Beyer Photography can amend the boating schedule for safety precautions and we will  have one buffer day for each tour in case of poor conditions. However, if the weather is too dangerous or if the whales are not abundant in  the researched area (Skerjvoy) that is considered an act of God in which the seller is responsible for.

 

IN WITNESS WHEREOF the parties have executed this Sales Agreement on this _____ day of _____________, 20____.




______________________________
(Witness)


Artica Studios Inc. (Seller)

Per:______________________(SEAL)


______________________________
(Witness)


______________________________
Jonas Beyer (Seller)

 

collectively and individually
(the 'Seller')


______________________________
(Witness)


______________________________
______________ (Buyer)

 


(the 'Buyer')

© Artica Studios Inc.