The terms governing all wholesale transactions with Trembar Wholesale
These Wholesale Terms of Sale ("Terms") apply to all sales of goods by Trembar Wholesale ("Trembar Wholesale", "we", "us") to a buyer ("Buyer", "you"), and to all purchases of assets by Trembar Wholesale from a seller ("Seller") through our sell-to-us program. Together with any quotation, sales order acknowledgement, purchase order accepted by us, or asset purchase agreement we issue, they form the entire agreement between the parties for each transaction.
Any additional or different terms proposed by Buyer or Seller — including those contained in a purchase order, terms of purchase, or other document — are expressly rejected unless agreed to by Trembar Wholesale in a written, signed instrument that specifically references and waives this paragraph.
Quotations issued by Trembar Wholesale are valid for the period stated on the quotation, or for ten (10) calendar days from issue if no period is stated. Quotations may be revised or withdrawn at any time prior to acceptance, and remain non-binding until confirmed by Trembar Wholesale in a written sales order acknowledgement.
Orders are accepted at our discretion. Quantities, configurations, and grade-mix shown on a quotation are estimates and may vary at the time of shipment by a commercially reasonable amount, subject to the substitution and variance provisions below.
Prices are stated in the currency shown on the quotation (typically USD or CAD). Unless otherwise stated, prices are exclusive of all taxes, duties, tariffs, customs fees, brokerage, and other governmental charges, all of which are the responsibility of Buyer. Where Trembar Wholesale is required by law to collect any such tax, it will be added to the invoice.
Prices are based on currency exchange rates, supplier costs, and shipping conditions in effect at the time of quotation. Trembar Wholesale reserves the right to adjust pricing for any quotation that has not been accepted within its validity period, or to revoke a quotation if the underlying basis materially changes prior to acceptance.
Unless otherwise agreed in writing, payment is due in full prior to shipment. New customers, large orders, and shipments outside North America may be subject to a deposit, advance payment, or wire-only payment requirement at our discretion. Approved repeat customers may be offered net payment terms in writing.
Payments are made by wire transfer to the account specified on the invoice. All bank fees, including intermediary bank charges, are for Buyer's account, and the amount received by Trembar Wholesale must equal the full invoiced amount.
Late payments accrue interest at the lesser of 1.5% per month (compounded monthly) and the maximum rate permitted by law, from the due date until paid in full. Buyer is responsible for all reasonable costs of collection, including legal fees. Trembar Wholesale may suspend or cancel any pending shipment, hold goods, or set off amounts owed against any other obligations between the parties while any invoice is overdue.
Unless a different Incoterms 2020 rule is stated on the quotation or sales order acknowledgement, all sales are made FCA Trembar Wholesale's warehouse (Incoterms 2020). Risk of loss passes to Buyer when the goods are loaded onto the carrier nominated by Buyer (or by Trembar Wholesale on Buyer's behalf), and Buyer is responsible for arranging and paying for export clearance, freight, insurance, and import clearance.
Title to the goods remains with Trembar Wholesale until the full invoiced amount has been received in cleared funds. Until title transfers, Buyer holds the goods as bailee, must keep them identifiable and insured, and may not resell, encumber, or pledge them. If payment is not received when due, Trembar Wholesale may repossess the goods at Buyer's expense.
Shipping dates are estimates only. Trembar Wholesale will use commercially reasonable efforts to meet stated dates but is not liable for delays in shipment or delivery, and any such delay does not constitute a breach of these Terms or entitle Buyer to cancel or reject the order.
Buyer must inspect the goods promptly upon receipt and notify Trembar Wholesale in writing of any visible damage, shortage, or non-conformity within five (5) business days of delivery, with photographs and a written description. Claims for hidden defects must be made within thirty (30) calendar days of delivery. Failure to notify within these periods constitutes acceptance of the goods.
No goods may be returned without a Return Material Authorization (RMA) issued by Trembar Wholesale. Goods returned without an RMA may be refused. Where Trembar Wholesale accepts a return, our liability is limited, at our option, to (i) replacement of the affected goods, (ii) refund of the price paid for the affected goods, or (iii) credit against a future order. Goods sold as used, tested-pull, as-is, for parts, or in similar condition descriptions are not eligible for return based on functionality, except where covered by an express limited warranty in writing.
Goods sold as new are warranted, where Trembar Wholesale is permitted to pass through the original manufacturer's warranty, to the extent and on the terms of that manufacturer's warranty only. Trembar Wholesale makes no separate warranty in respect of new goods beyond the manufacturer's warranty.
Goods sold as tested used, refurbished, or functional pull are warranted to be in working condition for thirty (30) calendar days from the date of delivery, against material defects in functionality, subject to the inspection and RMA process above. Cosmetic condition is not warranted unless specifically stated on the quotation.
Goods sold as as-is, for parts, untested, BIOS-locked, or in similar conditions are sold without any warranty of any kind, and Buyer assumes all risk in respect of such goods.
EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION, TREMBAR WHOLESALE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
The goods sold by Trembar Wholesale may be subject to Canadian, U.S., or other export control, sanctions, or regulatory regimes (including the Canadian Export and Import Permits Act and the U.S. Export Administration Regulations). Buyer represents and warrants that:
Buyer is solely responsible for obtaining all import licences, permits, and approvals required in the destination country, and for paying all duties, taxes, and customs charges. Trembar Wholesale may decline or cancel any order, withhold shipment, or report any transaction to authorities if it reasonably believes the order would breach this section.
To the maximum extent permitted by law, the total aggregate liability of Trembar Wholesale arising out of or in connection with any sale of goods will not exceed the amount actually paid by Buyer for the specific goods giving rise to the claim. In no event will Trembar Wholesale be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, revenue, business opportunity, data, or goodwill, even if advised of the possibility of such damages.
This limitation applies to all claims, whether based in contract, tort (including negligence), strict liability, statute, or otherwise. The limitations and exclusions in these Terms reflect a reasonable allocation of risk between the parties and form an essential basis of the bargain.
Neither party will be liable for any failure or delay in performance (other than the obligation to pay amounts due) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, fire, flood, war, civil unrest, terrorism, epidemic or pandemic, governmental action, embargoes, sanctions, customs delays, supplier failures, transportation disruptions, currency restrictions, cyberattack, or labour disputes. The affected party will give prompt notice and use commercially reasonable efforts to resume performance.
Where a Seller submits assets for sale to Trembar Wholesale through our sell.html form or otherwise, the following additional terms apply:
Pricing, quotations, and any non-public information shared by either party in connection with a transaction are confidential and may not be disclosed to third parties without the disclosing party's written consent, except as required by law or to professional advisors bound by confidentiality. This obligation survives the completion or termination of any transaction.
These Terms and any sale governed by them are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The parties submit to the exclusive jurisdiction of the courts of Ontario for any dispute arising out of or relating to these Terms, except that Trembar Wholesale may bring an action in any court of competent jurisdiction to recover unpaid amounts or protect its intellectual property.
These Terms, together with the applicable quotation or sales order acknowledgement, constitute the entire agreement between the parties for each transaction and supersede all prior or contemporaneous discussions, negotiations, and agreements relating to that transaction. No modification or waiver of any provision is effective unless in writing and signed by the party to be bound. If any provision is held invalid or unenforceable, the remainder will continue in full force and effect. Buyer may not assign its rights or obligations without our prior written consent. These Terms are binding on the parties and their respective successors and permitted assigns.
Questions about these Wholesale Terms of Sale, or about a specific quotation or order, can be directed to:
Email: info@trembar.ca
WhatsApp: +1 (438) 995-1198
Mailing Address:
Trembar Wholesale
1469 Sandhill Dr, Unit 8
Ancaster, ON L9G 0H7
Canada
Last updated: April 30, 2026