Terms of service


  1. Effective Date.These Canadian Terms and Conditions of Sale as well as the product list(s) and price list(s) (collectively, the “Terms”) are effective as April 24, 2023 and supersedes all previously issued terms and conditions of sale, product lists and price lists.
  2. Definitions. In these Terms:

    3. “Products”, collectively means convenience packs, sterile solution products, general items and Special Orders that are purchased by Buyer under these Terms.

    “Special Orders” means service parts, special configuration items and items considered by THS as custom items and/or Products that are engraved or modified upon request by Buyer.

  3. Acceptance. All orders are subject to acceptance by Trudell Healthcare Solutions Inc. (“THS”). All accepted orders are subject to: (a) these Terms; and (b) any additional terms and conditions set forth in a written notice from THS. These Terms are deemed accepted by the party purchasing the Product under these Terms (“Buyer”) without modification or qualification, unless THS receives written objection to these Terms prior to the carrier taking possession of the ordered Products at THS’ dock. Additional or conflicting terms and conditions set out in Buyer’s purchase order or other order form are expressly objected to and excluded by THS. Acceptance of Buyer’s purchase order does not obligate THS to accept any future orders or obligate Buyer to submit orders in the future. If THS and Buyer have entered into and signed a separate written agreement governing the sale of the Products as set out in Buyer’s order then for so long as the separate written agreement remains in effect, any conflicting terms and conditions set out in the written agreement will take precedence over these Terms.
  4. Convenience Packs. If Buyer’s order relates to the purchase of convenience packs, Buyer acknowledges and agrees that THS is acting in the capacity of a packaging service provider when packaging the Products in such convenience packs. Convenience packs are provided “AS IS” and no warranty or representation, express or implied, is made by THS whatsoever or otherwise applies with regard to the suitability of the convenience pack(s) for Buyer’s purpose.
  5. Resale. Products sold to Buyer pursuant to these Terms are not for resale unless the Buyer holds a Medical Device Establishment License (MDEL) in Canada per sections 44-51 of the Medical Devices Regulations (SOR/98-282) Canada, or the Product purchased has been specifically identified/labelled for retail. Products sold are for resale only in the non-hospital market and are authorized only for consumption and/or use in Canada.
  6. Prices. All prices are subject to change without notice.
  7. Taxes. Any applicable taxes required by law to be charged will be added to Buyer’s invoice.
  8. Order Cancellation. Purchase orders accepted by THS cannot be cancelled without THS’ written authorization.
  9. Minimum Order Value. Minimum Product orders are $500.00 net. On orders of less than $500 net, a service charge of $15.00 will apply.
  10. Shipments. For minimum orders of $500.00 or greater, orders will be shipped prepaid by THS’ carrier of choice under DAP Customer’s Location (Incoterms 2020). Charges for shipping together along with any charges for special handling, same day delivery or guaranteed next day delivery will be added to Buyer’s invoice. THS does not ship prepaid to remote locations including the Yukon, NWT, or Nunavut or destinations north of 60 degrees latitude. Additional shipping charges may be applied where the origin or destination point is deemed by THS to be remote or is not serviced directly by the selected carrier.
  11. Claims. Any damages (apparent or concealed), shortage, losses, pilferage, lost in transit or incorrect shipments must be reported to THS Customer Service at customerservice@trudellhs.com or 1-800-265-5494 within three (3) working days of receipt to obtain a Return Material Authorization (“RMA”) number (see Section 12 below). Shipment shortages reported beyond three (3) days will not be credited to Buyer. The items, quantity and reason for claim on Products in question must be noted on the delivery slip at the time of receipt of the shipment. A copy of the delivery slip, referencing the invoice number must be included with the returned Products. The Products must be returned to THS within ten (10) working days from the reported claim.
  12. Product Returns.
    • Before returning a Product for any reason, Buyer must first obtain an RMA from THS Customer Service prior to credit or replacement. No RMA will be provided unless and until THS receives the following information: (i) a purchase order number, (ii) invoice number, (iii) Product number, (iv) reason for return, and (v) lot or serial number, if applicable. Products returned without an RMA or in non-saleable condition will not be accepted by THS, and will be returned to Buyer, at Buyer’s expense. Once an RMA is issued, Products must be received by THS prepaid within fourteen (14) days of the date of the RMA (the “Return Period”), along with a copy of the delivery slip. Returns received by THS outside of the Return Period will not be credited to Buyer. All Products must be returned to THS in saleable condition. Merchandise held over thirty (30) days from date of invoice may not be accepted for return. Expired, discontinued, damaged, open packages, will not be accepted for return. Any Products that have proven defective or damaged during or after use must be sterilized or disinfected by Buyer, and Buyer must provide THS with reasonable proof that the Products have been sterilized or disinfected accordingly. A re-stocking fee of $75.00 or 25% whichever is greater, will be applied unless the Product was returned due to a defect covered under warranty or was shipped in error.
    • Special Orders: THS does not accept returns on Special Orders for any reason.
    • Sterile Solution Products. Sterile solution Products cannot be returned to THS for any reason, including, without limitation, freezing and/or storage temperature conditions during transport to Buyer’s designated location.
  13. Payment. Unless otherwise specified on the invoice, payment terms are net thirty (30) days from the date of the invoice. All overdue amounts are at THS’ sole discretion, subject to an annual interest charge, calculated and applied monthly. THS reserves the right to request payment in full or in part prior to delivery and to delay delivery or cancel Buyer’s purchase order if Buyer fails to make payment as requested. All amounts set out in accounts rendered by THS represent net amounts THS is entitled to receive and are not subject to any deduction or set off for any reason whatsoever. Any inter-bank charges applicable to payments made by Buyer are Buyer’s responsibility and will be charged back to Buyer.
  14. Product Warranty; Disclaimer; Limitation of Liability.
    • The Products may include a limited warranty in the packaging intended for the sole benefit of the end user purchaser.
    • OTHER THAN THE WARRANTIES SET FORTH IN THIS PARAGRAPH 14, THE PRODUCTS ARE SOLD “AS IS” AND, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NO OTHER EXPRESS OR IMPLIED WARRANTIES (STATUTORY OR OTHERWISE), CONDITIONS, OR REPRESENTATIONS APPLY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, DURABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR USE OR INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, INCLUDING PATENT RIGHTS. ANY IMPLIED OR STATUTORY WARRANTIES THAT CANNOT, UNDER APPLICABLE LAW, BE DISCLAIMED OR EXCLUDED BY CONTRACT WILL, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EXPIRE BY NO LATER THAN ONE (1) YEAR FROM THE DATE OF DELIVERY OF THE PRODUCTS TO BUYER.
    • TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THS SHALL NOT BE LIABLE FOR, WHETHER IN CONTRACT (INCLUDING, WITHOUT LIMITATION, FUNDAMENTAL BREACH), TORT (INCLUDING, WITHOUT LIMTIATION, NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY OF LIABILITY RELATING TO, ARISING FROM, OR CONNECTED WITH IN ANY MANNER TO THIS AGREEMENT OR ANY OF THE PRODUCTS, ANY CONSEQUENTIAL (INCLUDING LOSS OF PROFITS), SPECIAL, INDIRECT, OR INCIDENTAL LOSSES OR DAMAGES WHETHER OR NOT FORESEEABLE, AND EVEN IF THS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
  15. Intellectual Property. No interest, license, or other rights under any of THS, THS affiliates’, THS licensors’ or THS suppliers’ respective intellectual property rights relating to any of the Products is granted, licensed or otherwise transferred to Buyer. Buyer shall not register (whether as a trademark, domain name or otherwise) nor reproduce any trademarks used in conjunction with the Products, without THS’ prior written authorization. Buyer shall not do anything to infringe upon, harm, or contest the validity of any of THS, THS affiliates’, THS licensors’, or THS suppliers’ respective intellectual property rights.
  16. Force Majeure. THS is not liable or responsible to Buyer or others for failure to perform or delay in performing any of its obligations under these Terms, including, without limitation, the obligation to supply Products, when and to the extent such failure or delay results from an event or condition, not within THS’ control, that prevents in whole or in material part such performance or which renders such performance commercially unreasonable, including, without limitation, acts of God, fire, explosion, war, terrorist threats or acts, riots or other civil unrest, government action, order or law, industrial disturbances, lock-outs, labour disputes, interruptions of transportation, unavoidable accidents, inabilities to obtain supplies at reasonable prices, epidemics (including, without limitation, pandemics and COVID-19) and any other causes beyond the control of THS.
  17. Governing Law / Jurisdiction. The agreement arising out of Buyer’s acceptance of these Terms is made in the Province of Ontario, Canada. The validity, performance, interpretation, and enforcement of these terms and conditions, as well as the parties’ respective rights and liabilities, are governed by and are to be construed in accordance with the local domestic laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario, without regard to any conflict of laws rule. Buyer irrevocably consents to the exclusive jurisdiction and venue of the Ontario courts in London, Ontario, Canada, with respect to any disputes arising out of or relating to the validity, performance, interpretation, and enforcement of the Terms and/or the parties’ respective rights and liabilities.
  18. General. These Terms, together with any Order Acknowledgement Form and/or Order Acceptance Form represent the entire agreement between THS and Buyer with respect to Buyer’s purchase of the Products. No amendments or waiver of these Terms is valid, unless made in writing and signed by the party against whom enforcement of such amendment or waiver is sought. If any part of these Terms is declared invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable part will be deemed severed and the remaining Terms will continue in force and all rights and remedies accrued under the valid and enforceable Terms, or part thereof, will survive the declaration.