Terms and Conditions of Sale

Last Updated: July 11, 2026

1. Acceptance of these Terms

These Terms and Conditions of Sale ("Terms") govern the purchase of products and services from eSupply Canada Ltd. ("eSupply Canada", "we", "our", or "us") through our websites, online ordering platforms, quotations, purchase orders, customer accounts, electronic commerce systems, and other sales channels.

By placing an order, requesting a quotation, submitting a purchase order, creating a customer account, or otherwise purchasing products or services from eSupply Canada, you agree to be legally bound by these Terms.

If you are purchasing products or services on behalf of a corporation, government, Indigenous community, educational institution, municipality, or other organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you must not place an order or use our purchasing services.

2. Relationship to Other Agreements

These Terms apply unless eSupply Canada and the customer have entered into a separate written agreement governing the transaction.

If there is any conflict between these Terms and a:

• government contract;
• standing offer;
• supply arrangement;
• master services agreement;
• enterprise purchasing agreement;
• negotiated quotation accepted by both parties; or
• other written contract executed by eSupply Canada,

the written agreement will prevail to the extent of the inconsistency.

Nothing in these Terms limits obligations imposed by applicable law where such obligations cannot legally be excluded.

3. About eSupply Canada

eSupply Canada is an Indigenous-owned Canadian procurement and distribution company providing office supplies, furniture, industrial products, janitorial supplies, safety products, technology products, print solutions, and related business services throughout Canada.

We operate through a national network of manufacturers, distributors, fulfillment partners, logistics providers, and technology platforms.

Unless expressly stated otherwise, eSupply Canada acts as a distributor or reseller and is not the manufacturer of the products offered for sale.

4. Customer Eligibility

Products and services offered by eSupply Canada are intended primarily for businesses, governments, Indigenous organizations, educational institutions, non-profit organizations, and other commercial purchasers.

Individual consumers may purchase products where permitted through our website.

By placing an order, you represent that:

• you have the legal capacity to enter into a binding agreement;
• the information you provide is accurate and complete;
• you are authorized to make purchases on behalf of any organization you represent; and
• your purchases comply with all applicable laws.

We reserve the right to refuse service, suspend accounts, or decline orders where we reasonably believe these representations are inaccurate or where doing so is necessary to protect our business or comply with legal obligations.

5. Customer Accounts

Certain services require the creation of a customer account.

You are responsible for:

• maintaining accurate account information;
• safeguarding usernames and passwords;
• restricting access to your account credentials;
• promptly notifying us of any unauthorized use of your account.

You are responsible for all activities occurring under your account unless caused by our negligence or unauthorized access resulting from our failure to implement reasonable security safeguards.

We reserve the right to suspend or terminate accounts where we reasonably believe fraudulent, unlawful, or unauthorized activity has occurred.

6. Products and Services

We make reasonable efforts to ensure that product descriptions, specifications, photographs, compatibility information, dimensions, colours, pricing, and availability are accurate.

However:

• manufacturers may revise products without notice;
• product images may be representative only;
• packaging may differ from photographs;
• colours may vary depending on display settings;
• product specifications may change;
• products may be discontinued;
• substitute manufacturer model numbers may be introduced.

Accordingly, product information is provided for general informational purposes and may change without notice.

Where a material specification changes after an order is placed, we will make reasonable efforts to notify the customer before shipment whenever practical.

7. Quotations

Written quotations issued by eSupply Canada are valid only for the period specified in the quotation.

Unless otherwise stated:

• quotations are subject to product availability;
• quotations do not reserve inventory;
• quotations may be withdrawn before acceptance;
• manufacturer pricing changes may affect future quotations after expiry.

A quotation becomes binding only after acceptance by eSupply Canada through written confirmation or shipment of the applicable products.

Errors or omissions in quotations may be corrected prior to order acceptance.

8. Pricing

Unless otherwise agreed in writing, all prices are quoted in Canadian dollars (CAD).

Published prices, catalogue prices, and online pricing are subject to change without notice.

The price applicable to an order will be the price confirmed by eSupply Canada at the time the order is accepted.

Prices do not include:

• applicable federal, provincial, or territorial taxes;
• environmental handling fees;
• shipping charges;
• freight surcharges;
• installation services;
• assembly services; or
• other charges identified during the ordering process or in the applicable quotation.

Although we make reasonable efforts to maintain accurate pricing, pricing errors may occur due to supplier updates, manufacturer pricing changes, currency fluctuations, catalogue synchronization, technical issues, or administrative errors.

If a pricing error is discovered before shipment, eSupply Canada may:

• correct the pricing;
• contact the customer to obtain approval of the revised pricing; or
• cancel the order and issue a full refund of any payment received.

We are under no obligation to supply products at an incorrect price resulting from an obvious error.

9. Purchase Orders and Order Acceptance

Submission of an order, whether through our website, electronic procurement system, purchase order, email, telephone, or other sales channel, constitutes an offer to purchase products or services.

No order is binding upon eSupply Canada until it has been accepted.

Acceptance may occur by:

• written confirmation;
• issuance of an order acknowledgement;
• shipment of products;
• commencement of services; or
• another written communication confirming acceptance.

Receipt of an automated order confirmation does not constitute acceptance.

We reserve the right to decline or cancel any order prior to acceptance for reasons including:

• pricing errors;
• product discontinuation;
• inventory shortages;
• suspected fraud;
• payment concerns;
• legal or regulatory requirements;
• export restrictions;
• supplier cancellation; or
• other reasonable business considerations.

Where practical, we will notify customers of any cancelled orders and refund any payments received.

10. Credit Accounts and Payment Terms

Approved commercial customers may apply for a credit account.

Granting credit is entirely at the discretion of eSupply Canada.

Credit limits, payment terms, and account status may be reviewed or modified at any time based on payment history, financial information, credit reporting, or other reasonable business considerations.

Unless otherwise agreed in writing, invoices are payable according to the payment terms stated on the invoice or customer agreement.

Acceptable payment methods may include:

• credit card;
• electronic funds transfer (EFT);
• cheque;
• wire transfer;
• approved customer credit account; or
• any other payment method accepted by eSupply Canada.

Customers are responsible for ensuring payment is received by the applicable due date.

Where permitted by law, overdue accounts may be subject to:

• suspension of credit privileges;
• suspension of future shipments;
• collection activities;
• reasonable costs of collection, including legal fees where recoverable.

Nothing in these Terms limits eSupply Canada's right to require payment in advance for any order.

11. Taxes

Customers are responsible for all applicable taxes arising from the purchase of products or services unless a valid tax exemption certificate has been provided and accepted before invoicing.

Where applicable, taxes will be calculated based on the destination jurisdiction and applicable legislation.

Customers claiming tax-exempt status are responsible for ensuring exemption documentation remains current.

12. Product Availability

Product availability is subject to manufacturer production, supplier inventory, transportation networks, and other supply chain factors.

Inventory information displayed on our website is provided for convenience only and does not constitute a guarantee of availability.

Products may become unavailable after an order has been submitted.

If a product becomes unavailable, eSupply Canada may, at its discretion:

• notify the customer of the delay;
• offer an equivalent product;
• place the product on backorder;
• partially fulfill the order; or
• cancel the unavailable portion of the order and issue any applicable refund.

Unless otherwise agreed in writing, eSupply Canada is not liable for losses arising from product discontinuation, manufacturer shortages, allocation programs, or supply chain disruptions beyond our reasonable control.

13. Shipping and Delivery

Delivery dates provided by eSupply Canada are estimates only.

Although we make reasonable efforts to meet requested delivery dates, delivery times depend upon manufacturers, suppliers, freight carriers, weather, customs processing where applicable, labour disruptions, and other factors beyond our reasonable control.

Accordingly, delivery dates are not guaranteed unless expressly agreed in writing.

Orders may be fulfilled through one or more manufacturers, warehouses, or distribution centres. Accordingly:

• orders may arrive in multiple shipments;
• products may be delivered on different dates;
• multiple carriers may be used to complete a single order.

Unless otherwise stated, shipping charges will be identified before order confirmation or included within the applicable quotation.

Where customers request expedited shipping or special delivery services, additional charges may apply.

14. Risk of Loss and Title

Unless otherwise agreed in writing, risk of loss passes to the customer upon delivery of the products to the delivery address identified in the order.

Title to products transfers upon receipt of full payment by eSupply Canada.

Customers are responsible for inspecting shipments promptly upon delivery.

Any visible shipping damage should be noted with the carrier at the time of delivery whenever possible.

15. Inspection and Shortages

Customers must inspect products promptly after delivery.

Claims relating to shipping damage, shortages, incorrect products, or visible defects must be reported to eSupply Canada within five (5) business days after delivery unless a shorter period is required by the applicable carrier or manufacturer.

Failure to report such issues within the applicable period may limit our ability to investigate or pursue claims with manufacturers, suppliers, or freight carriers.

Nothing in this section limits rights that cannot legally be excluded under applicable law.

16. Backorders and Partial Shipments

Unless the customer specifically requests otherwise in writing, eSupply Canada may fulfill orders through partial shipments.

Products placed on backorder will be shipped as inventory becomes available unless:

• the customer requests cancellation;
• the manufacturer permanently discontinues the product; or
• another written agreement applies.

Partial shipments may generate multiple delivery dates and tracking numbers.

Unless otherwise agreed, eSupply Canada will determine the most commercially reasonable method of fulfilling partially available orders.

Customers will not be charged separately for additional shipping resulting solely from partial shipments initiated by eSupply Canada unless disclosed before shipment.

17. Returns, Exchanges, and Refunds

eSupply Canada recognizes that return eligibility varies depending on the product, manufacturer, and supplier. Unless otherwise agreed in writing, returns are governed by this section together with any applicable manufacturer return policies.

Return Eligibility

Products may be eligible for return where:

• the incorrect product was shipped;
• the product arrived damaged;
• the product contains a manufacturing defect;
• the product was shipped in error by eSupply Canada; or
• the manufacturer authorizes the return.

All return requests require prior authorization from eSupply Canada. Customers must obtain a Return Goods Authorization ("RGA") before returning any product. Returns received without an RGA may be refused.

Non-Returnable Products

Unless required by applicable law, the following products are generally non-returnable:

• custom or made-to-order products;
• custom printed products;
• special-order products;
• assembled furniture;
• opened software;
• downloadable software or digital products;
• food and beverage products;
• personal protective equipment where prohibited by health regulations;
• clearance products;
• products identified as non-returnable on the product page or quotation.

Certain manufacturers may impose additional restrictions that will apply to the applicable products.

Return Conditions

Unless otherwise approved in writing, returned products must:

• be unused;
• be in original packaging;
• include all accessories;
• include all manuals and documentation where applicable;
• be suitable for resale by the manufacturer.

Products damaged through customer misuse, improper installation, unauthorized modification, or normal wear and tear are not eligible for return.

Return Timeframes

Unless otherwise specified by the applicable manufacturer or written agreement, customers should request an RGA within 30 calendar days following delivery. Some manufacturers require shorter return periods. Where manufacturer policies differ, the applicable manufacturer requirements will govern.

Restocking Charges

Certain manufacturers and suppliers impose restocking charges. Where applicable, these charges may be deducted from the refund amount. Restocking fees vary depending on the manufacturer and product category and may be disclosed before the return is approved.

Refunds

Approved refunds will generally be issued using the original payment method. Where purchases were made on approved commercial credit accounts, refunds may be issued as a credit to the customer account unless otherwise agreed.

Shipping charges are generally non-refundable unless:

• the incorrect product was supplied;
• the product was defective upon delivery;
• the return resulted from an error by eSupply Canada.

18. Manufacturer Information and Warranties

eSupply Canada is a distributor of products manufactured by third parties. Unless expressly stated otherwise in writing, eSupply Canada does not manufacture the products offered for sale.

Product descriptions, specifications, certifications, technical information, safety data sheets, environmental information, and performance claims are generally supplied by manufacturers. While we make reasonable efforts to ensure information is accurate, we do not warrant that manufacturer information is complete, current, or error-free.

Customers remain responsible for determining whether products are suitable for their intended application.

Manufacturer Warranties

Many products sold by eSupply Canada are covered by manufacturer warranties. Warranty terms vary by manufacturer. Where applicable, warranty information may accompany the product or be available from the manufacturer. Warranty claims may require customers to work directly with the manufacturer or an authorized service provider. eSupply Canada will make reasonable efforts to assist customers with warranty claims but is not responsible for the manufacturer's warranty obligations.

19. Disclaimer of Additional Warranties

Except as expressly provided in these Terms or required by applicable law:

• products are supplied subject only to applicable manufacturer warranties;
• eSupply Canada disclaims all other warranties, conditions, and representations, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, durability, title, or non-infringement.

Nothing in these Terms excludes any warranty or condition that cannot legally be excluded under applicable law.

20. Limitation of Liability

To the maximum extent permitted by applicable law, eSupply Canada's total liability arising from any purchase or transaction shall not exceed the amount paid by the customer for the specific products or services giving rise to the claim.

To the fullest extent permitted by law, eSupply Canada shall not be liable for:

• indirect damages;
• consequential damages;
• incidental damages;
• special damages;
• punitive damages;
• exemplary damages;
• loss of profits;
• loss of revenue;
• business interruption;
• loss of goodwill;
• loss of anticipated savings;
• loss of business opportunity;
• loss of data.

This limitation applies regardless of the legal theory on which the claim is based, including contract, negligence, tort, statute, or otherwise.

Exceptions

Nothing in these Terms limits liability that cannot legally be excluded. In particular, these limitations do not apply where liability arises from fraud, fraudulent misrepresentation, gross negligence, wilful misconduct, or any liability that applicable law prohibits from being excluded or limited.

21. Customer Responsibilities

Customers are responsible for:

• ensuring products are suitable for their intended application;
• reviewing manufacturer specifications before purchase;
• complying with all applicable laws regarding the use of purchased products;
• providing accurate delivery information;
• maintaining accurate account information;
• inspecting shipments promptly upon delivery;
• obtaining any permits, approvals, or authorizations required for the use of purchased products.

Customers are responsible for ensuring that products selected are compatible with their existing equipment unless eSupply Canada has expressly provided written compatibility advice.

22. Product Compliance

Manufacturers are responsible for ensuring their products comply with applicable regulatory requirements. Where certifications, environmental standards, accessibility standards, recycled content, or other compliance information is provided, such information originates from the manufacturer unless expressly stated otherwise. eSupply Canada does not independently test or certify products unless specifically identified.

23. Government Procurement and Enterprise Customers

Many purchases made from eSupply Canada are governed by separate procurement documents, standing offers, supply arrangements, master agreements, or negotiated contracts. Where such agreements exist, those documents govern matters including pricing, service levels, reporting, delivery commitments, invoicing, payment terms, and performance obligations. These Terms apply only to the extent they are not inconsistent with the applicable written agreement.

Nothing in these Terms modifies obligations imposed by applicable public procurement legislation or contractual obligations accepted under government procurement processes.

24. Intellectual Property

All content available through eSupply Canada's websites, including logos, trademarks, trade names, software, website design, text, graphics, photographs, databases, compilations, product categorization, and proprietary content, is owned by eSupply Canada or its licensors and is protected by Canadian and international intellectual property laws.

Nothing in these Terms transfers ownership of any intellectual property rights. Customers may use our websites solely for lawful business purposes associated with purchasing products or services. No content may be copied, reproduced, republished, distributed, or used for commercial purposes without prior written permission except as permitted by applicable law.

25. Acceptable Use

Customers agree to use eSupply Canada's websites, customer portals, procurement platforms, and online services only for lawful purposes and in accordance with these Terms.

Customers shall not:

• use the website in violation of any applicable law;
• attempt to gain unauthorized access to any portion of our systems;
• interfere with the security or operation of our websites;
• upload malicious software, viruses, ransomware, or harmful code;
• use automated tools to scrape or harvest website content without our prior written consent;
• misrepresent their identity or authority;
• use our trademarks or branding without authorization;
• use our websites in any manner that could impair their availability or performance.

We reserve the right to suspend or terminate access where we reasonably believe these Terms have been violated.

26. Third-Party Websites and Services

Our websites may contain links to third-party websites, manufacturers, suppliers, payment processors, logistics providers, or other external resources. These third parties operate independently of eSupply Canada. We are not responsible for the content of third-party websites, third-party products or services, third-party privacy practices, third-party security practices, or the continued availability of third-party websites. Your use of third-party services is governed by the terms and privacy policies of those providers.

27. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless eSupply Canada, its affiliates, directors, officers, employees, contractors, successors, and assigns from and against any claims, liabilities, damages, losses, costs, and reasonable legal expenses arising from your breach of these Terms, your misuse of our products or services, your violation of applicable laws, your infringement of the rights of any third party, or information you provide that is inaccurate, misleading, or unauthorized.

This obligation survives completion of the transaction and termination of these Terms.

28. Force Majeure

Neither party shall be liable for any delay or failure in performing its obligations where such delay or failure results from circumstances beyond its reasonable control.

Examples include:

• natural disasters;
• floods;
• fires;
• severe weather;
• pandemics or epidemics;
• war;
• terrorism;
• civil unrest;
• labour disruptions;
• transportation interruptions;
• utility failures;
• cyberattacks by third parties;
• government action;
• import or export restrictions;
• shortages of raw materials or manufactured goods;
• supplier failures beyond reasonable control.

The affected party shall use commercially reasonable efforts to minimize the impact of the event and resume performance as soon as reasonably practicable. Where a Force Majeure event continues for an extended period, either party may terminate any affected order upon reasonable written notice.

29. Electronic Communications

You consent to receiving communications from eSupply Canada electronically, including by email, customer portal, electronic procurement platform, or other electronic means.

Electronic communications may include:

• quotations;
• order confirmations;
• invoices;
• shipping notifications;
• payment reminders;
• customer service communications;
• legal notices;
• amendments to these Terms.

Electronic records and communications satisfy any legal requirement that such communications be provided in writing, except where applicable law requires otherwise.

30. Privacy

Our collection, use, disclosure, retention, and protection of personal information is governed by our Privacy Policy, which forms part of these Terms. By purchasing products or services from eSupply Canada, you acknowledge that you have had the opportunity to review our Privacy Policy.

31. Governing Law

These Terms and any dispute arising from them shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Subject to Section 32, the parties irrevocably attorn to the courts of Ontario for matters that are not required to be resolved through arbitration or where arbitration is unavailable under applicable law.

32. Dispute Resolution

The parties agree to make reasonable efforts to resolve disputes through good-faith discussions before commencing formal legal proceedings. Where a dispute cannot be resolved through direct discussions, either party may propose mediation administered by a mutually agreed mediator located in Ontario.

If mediation is unsuccessful, disputes may be resolved by arbitration where required by law or agreed by the parties, or by the courts of Ontario.

Nothing in this section prevents either party from seeking injunctive relief, preservation of evidence, enforcement of intellectual property rights, collection of undisputed debts, or any other remedy that requires immediate court intervention.

33. Changes to these Terms

eSupply Canada may update these Terms from time to time. The current version will be posted on our website together with the effective date. Material changes will apply only to future transactions unless otherwise required by applicable law. Continued use of our websites or placement of future orders after revised Terms become effective constitutes acceptance of the updated Terms.

34. Assignment

Customers may not assign or transfer their rights or obligations under these Terms without the prior written consent of eSupply Canada. eSupply Canada may assign these Terms in connection with a merger, acquisition, corporate restructuring, sale of substantially all assets, or another lawful corporate transaction.

35. Severability

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. Any unenforceable provision shall be interpreted to give effect as nearly as possible to the original intent of the parties while remaining legally enforceable.

36. Entire Agreement

These Terms, together with any accepted quotation, applicable purchase order accepted by eSupply Canada, any written customer agreement, any government contract, standing offer, or supply arrangement, our Privacy Policy, and any documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the applicable purchase.

No oral statements, representations, or prior communications shall modify these Terms unless confirmed in writing by eSupply Canada.

37. Contact Information

Questions regarding these Terms may be directed to:
eSupply Canada Ltd.
985 French Bay Road
Saugeen First Nation, Ontario N0H 2L0
Telephone: (866) 559-2233
Email: info@esupplycanada.ca