Pacific Coast Floral Wholesale Ltd.
Wholesale Terms and Conditions
1. Application and acceptance
These Terms and Conditions apply to wholesale purchases from Pacific Coast Floral Wholesale Ltd. (“Pacific Coast,” “we,” or “us”).
“Customer” means the individual, corporation, partnership or other legal entity purchasing the merchandise. Purchases must be for business purposes.
By submitting an order through our webshop after being presented with these terms, the Customer agrees to them. The person submitting the order represents that they are authorized to bind the Customer.
These terms also apply to orders placed by other methods where the Customer has previously accepted them as the terms governing its account.
Any different terms must be expressly accepted in writing by Pacific Coast. Terms appearing on a Customer’s purchase order do not amend this agreement unless we expressly accept them in writing.
2. Orders and confirmations
The Customer is responsible for checking product descriptions, quantities, units of sale, prices and requested delivery dates before submitting an order.
An automated order acknowledgment confirms receipt of the order, but does not guarantee availability or constitute acceptance by Pacific Coast. We accept an order by expressly confirming acceptance or by dispatching the merchandise.
The Customer must review order confirmations promptly and notify us immediately of errors. Requested changes or cancellations are effective only when we confirm acceptance of them in writing.
Pre-orders and standing orders remain subject to availability. We will notify the Customer of material shortages or proposed substitutions. Material substitutions require the Customer’s agreement.
3. Prices, quantities and additional charges
All prices are in Canadian dollars unless expressly stated otherwise. Applicable taxes and agreed freight, delivery and handling charges are additional.
Products may be priced by stem, bunch, package, case or another stated unit. The unit and quantity shown in the accepted order determine the amount payable.
Any material price change after an order is submitted requires the Customer’s agreement before dispatch.
4. Payment terms
Unless Pacific Coast agrees otherwise in writing, invoices are payable in full within seven calendar days after the invoice date. We will issue invoices no earlier than dispatch or collection, except for expressly agreed deposits or advance payments.
Payment must be received by the due date. The Customer’s obligation to pay is not conditional on resale of the merchandise, payment by its own customers, or its cash flow.
Approved credits and payments will be reflected in the account balance. A payment is not final until it has cleared. A reversed or dishonoured payment leaves the underlying balance outstanding to the extent it remains legally owing.
An extension granted for one invoice does not change the payment terms for other invoices.
5. Inspection and product claims
Flowers are perishable. The Customer must arrange prompt receipt and provide appropriate refrigeration, hydration, handling and storage.
The Customer must inspect merchandise promptly upon receipt. Shortages, incorrect products, visible damage and quality concerns reasonably discoverable on inspection must be reported in writing within 24 hours of receipt.
The report must identify the invoice, affected products and quantities, describe the concern, and include reasonably available photographs of the products and packaging.
A defect that could not reasonably have been discovered within 24 hours must be reported promptly after discovery, with an explanation of when and how it became apparent.
The Customer must preserve affected merchandise and packaging for a reasonable opportunity to inspect, where reasonably practicable, and request instructions before disposal. If immediate disposal is necessary, the Customer must document the condition and reason for disposal.
Late reporting or missing evidence may result in a claim being denied to the extent that the delay or omission materially prevents fair verification. Nothing in this section removes a right that cannot lawfully be excluded.
6. Resolving disputes and payment of balances
The Customer must identify any disputed invoice amount and the reasons for disputing it in writing as soon as reasonably possible.
A dispute concerning particular merchandise does not suspend payment of unrelated invoices or the undisputed portion of an invoice. Those amounts remain payable by their original due dates.
Except where required by law or ordered by a court or tribunal, the Customer must not deduct an unapproved credit, unrelated claim, estimated loss or other amount from sums otherwise payable.
Pacific Coast will review properly documented claims reasonably and promptly. Any agreed adjustment will be confirmed in writing and applied to the account. Any amount ultimately determined to be payable remains owing, together with applicable lawful interest.
The Customer retains the right to bring a genuine claim or defence before a court or tribunal with jurisdiction. Payment of an undisputed amount does not waive a properly notified dispute.
7. Credits, replacements and returns
Where a claim is accepted, Pacific Coast and the Customer will arrange an appropriate credit, replacement or refund, subject to applicable law.
Returns require prior written authorization. The Customer must not return perishable merchandise without instructions.
Natural variation in colour, size and appearance does not, by itself, establish a defect where the merchandise otherwise meets the agreed description and quality. Website photographs are illustrative.
8. Delivery and transit
Delivery dates are estimates unless expressly guaranteed in writing.
Where Pacific Coast arranges delivery, the Customer must provide accurate delivery instructions and ensure that someone is available to receive the merchandise. The Customer is responsible for reasonable additional costs and deterioration caused by its failure to receive or properly handle the delivery.
Responsibility for transit risk will follow any expressly agreed shipping terms. If no different shipping terms are agreed, risk passes upon delivery to the agreed destination. Where the Customer appoints its own carrier to collect merchandise, risk passes when that carrier receives it at our premises.
Transfer of risk does not excuse an existing product defect or Pacific Coast’s failure to perform an obligation for which it remains responsible.
Both parties must reasonably cooperate in documenting and pursuing carrier claims. A transit claim does not suspend payment of unrelated or undisputed amounts.
9. Overdue interest
Overdue principal amounts bear simple interest at 18% per annum, calculated daily using a 365-day year, from the day after the payment due date until payment is received.
Interest is not compounded. Interest will not exceed the maximum amount permitted by applicable law and is subject to any applicable court or tribunal order.
An approved credit will include an appropriate adjustment to interest charged on the credited amount.
10. Collection costs
If the Customer fails to pay amounts legally owing when due, Pacific Coast may refer the account to a collection agency or commence legal proceedings.
To the extent permitted by law, the Customer agrees to reimburse Pacific Coast for reasonable collection costs actually incurred because of that default, including collection agency charges, reasonable legal fees, filing fees, service expenses and judgment enforcement expenses.
These costs must be proportionate, must not be recovered twice, and remain subject to applicable law and the authority and rules of the court or tribunal. This clause does not guarantee recovery of every expense incurred.
11. Credit privileges and account suspension
Credit is discretionary. Pacific Coast may decline new orders, reduce or withdraw credit privileges, or require advance payment for future orders.
If an invoice is overdue, Pacific Coast may give written notice suspending dispatch of unfulfilled orders until the overdue balance is paid or satisfactory payment arrangements are agreed.
If the default continues for seven calendar days after that notice, Pacific Coast may cancel the affected unfulfilled orders, subject to applicable law. Any advance payments for merchandise not supplied will be refunded or lawfully applied to amounts owing, with an account statement.
Closing or suspending an account does not extinguish existing payment obligations or either party’s accrued rights.
12. Credit card payments
Card payments and charges to a stored card are subject to the Customer’s separate valid card authorization and applicable payment processor and card-network requirements.
These terms do not create an unlimited authorization to charge a card.
A chargeback or reversal does not, by itself, determine whether an underlying invoice is legally owing. Pacific Coast may contest a chargeback using relevant records and may pursue a balance that remains legally due, without double recovery.
13. Events beyond reasonable control
A party is not liable for delay or failure caused by an event beyond its reasonable control where it takes reasonable steps to reduce the impact and promptly informs the other party.
This provision does not excuse payment for merchandise already supplied. Merchandise that cannot be supplied will not be charged, and related advance payments will be refunded or credited as agreed.
14. Governing law and dispute forum
These terms and the sales contracts to which they apply are governed by the laws of British Columbia and the applicable federal laws of Canada.
Subject to mandatory law and the jurisdiction of the relevant court or tribunal, the parties agree that disputes arising from these terms or purchases will be resolved exclusively in British Columbia, before the British Columbia Civil Resolution Tribunal where it has jurisdiction, or otherwise before a court of competent jurisdiction in British Columbia.
The Customer submits to that jurisdiction even if it is located elsewhere or the merchandise is shipped, delivered or payable outside British Columbia.
Nothing in this clause gives a court or tribunal authority it does not otherwise possess. Pacific Coast may take proceedings in another jurisdiction to recognize or enforce a judgment or order.
15. Account information and notices
The Customer must provide its correct legal name, any trading name, billing address, delivery address and current email address, and promptly report changes.
Routine account notices may be sent to the email address designated by the Customer. Formal legal documents must be served in accordance with applicable law and court or tribunal rules.
Order records, acceptance records, invoices, payment records and electronic communications may be used as evidence, subject to applicable evidentiary rules.
16. Changes, waiver and severability
The version of these terms presented to and accepted by the Customer for an order governs that order.
Changes apply prospectively when properly communicated and accepted. Posting revised terms does not retroactively change an existing order or debt.
A delay in enforcing a right, acceptance of a late or partial payment, or a one-time accommodation does not by itself waive that right.
If a provision is unenforceable, it will be severed to the extent necessary, and the remaining provisions will continue to apply where legally possible.