Sales Terms and Conditions
Vendor accepts Purchaser’s order on the express condition that Purchaser agrees to and is bound by the terms and conditions set forth below. All orders by Purchaser shall be subject to the following terms and conditions of sale. Such agreement shall be conclusively and irrevocably evidenced by Purchaser accepting delivery of shipment under such order or by Purchaser’s payment of the invoice covering such payment.
1. Effects of Terms and Conditions
The sale of the Goods described herein (the “Goods”) is subject to " and governed solely by these terms and conditions and no terms or " conditions of Purchaser’s purchase order, any agreement or any other " understanding shall be binding on Vendor or apply in any manner to " the sale of such Goods. No modification of these terms and conditions " shall be of any force or effect unless signed by an authorized " officer of Vendor. No specification, drawing, print or photograph " prepared by Purchaser relative to Purchaser’s order shall be binding " on Vendor for any purpose unless signed by an authorized officer of Vendor.
2. Terms of Payment
Unless otherwise specified, prices are quoted in Canadian dollars. Payment terms are net "thirty (30) days for cash or cheque without discount. Interest at " the rate of 2% per month will be charged on past due accounts " (26.8% per annum). If Purchaser’s account is past due, in addition" to other rights and remedies, Vendor may suspend shipments," deliveries or performance hereunder or under any other contract " with Purchaser until Purchaser’s account becomes current or until " Vendor receives satisfactory security or cash prior to shipment.
Shipping dates are approximate only and Vendor assumes no " responsibility for delays. If Purchaser requires emergency deliveries or outside of normal business hours, any extra costs shall be borne by Purchaser. The time period specified herein within which delivery is to be made shall commence upon receipt by Vendor of Purchaser’s written acceptance of Vendor’s Order Acknowledgement. Delivery must be taken by Purchaser or adequate shipping instructions furnished to Vendor within ten (10) days of notification that the Goods are ready for delivery, failing which the full purchase price shall forthwith become due and payable, and Vendor may at its option, either store the Goods and bill Purchaser for storage charges or dispose of same for Purchaser’s account and risk at a public or private sale, or exercise such other rights and remedies as may be available to Vendor in the circumstances.
4. Title and Risk of Loss
All right, title and interest in and to the Goods shall remain with Vendor until such Goods have been paid for in full. However, such Goods shall be entirely at Purchaser’s risk from the time placed on a common carrier and the loss, damage, deterioration or destruction of the Goods thereafter shall not release Purchaser from its obligations hereunder. In the event of any default to make payment by the Purchaser, Vendor shall have the right to take possession of any Goods already delivered and to remove same without notice and without legal proceedings, in which case all payments theretofore made shall be credited to the Purchaser’s account after deduction of a reasonable rental fee and the costs of repossession, if any, including reasonable legal fees. Purchaser hereby agrees to defend, indemnify, and save harmless Vendor from any and all loss arising out of any or all claims, suits and demands by reason of, but not limited to, the retention of title to the Goods by Vendor while same are at the Purchaser’s risk.
All claims for missing items or inaccuracies must be made within two (2) days of the date of receipt of Goods.
Any tax of any nature including, without limitation, any excise, sales, use, Goods and services or other similar taxes which the Vendor may be required to pay, to collect or to reimburse to others, by reason of the manufacture, ownership, use or sale of any product sold or service provided hereunder shall be the sole responsibility of Purchaser and shall be added to the amount to be paid hereunder.
7. Limits of Contract
Only the Goods specifically described on the reverse side hereof are subject to the terms and conditions herein. Unless expressly specified, installation, repair or other similar services are not included. Any services so specified shall be governed by the terms and conditions hereof.
8. Technical Data
All drawings, descriptive matter, weights, dimensions and performance data submitted with or made a part of Vendor’s Order Acknowledgement are based upon information furnished by the Purchaser in accordance with its requirements and Vendor assumes no responsibility for the accuracy of such information.
9. Force Majeure
For all purposes hereof, force majeure includes any act of God, war, mobilization, governmental regulation, strike, lockout, drought, flood, total or partial fire, obstruction of navigation, loss, damage or detention in transit, defective materials or delays by shippers, or other contingences or causes beyond Vendor’s control which might prevent the manufacture, shipment or delivery of Goods covered hereby. Performance of Vendor’s obligations may be suspended pending force majeure, without Vendor being responsible to Purchaser for any damages or losses resulting from such suspension.
10. Limited Warranty
Subject to the following, Vendor warrants that the Goods sold by it hereunder will conform to specifications and applicable industry standards and title will be clear from any security interests or encumbrances. The sole obligation of Vendor under such warranty shall be to replace or repair as deemed appropriate by manufacturer and provide assistance to Purchaser for any claim made to manufacturer of the Goods. THE ABOVE IS THE SOLE AND EXCLUSIVE WARRANTY, EXPRESS OR IMPLIED, PROVIDED BY VENDOR AND IS IN LIEU OF ALL OTHER WARRANTIES, OF ANY NATURE WHATSOEVER, CONTRACTUAL, LEGAL, STATUTORY OR OTHER, AND WHETHER FOR MERCHANTABILITY, QUALITY, FITNESS OR OTHERWISE.
11. Limitation of Liability
THE LIABILITY OF VENDOR WILL NOT UNDER ANY CIRCUMSTANCES EXCEED THE PURCHASE PRICE OF THE GOODS FURNISHED AND IN NO EVENT SHALL VENDOR BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR CONTINGENT DAMAGES OR COMMERCIAL LOSS OF ANY KIND (INCLUDING DAMAGES FOR LOSS OF PROFITS) ALLEGEDLY SUSTAINED BY PURCHASER.
Purchaser agrees to indemnify and hold Vendor harmless with respect to any third party claims for personal injury (or death), property damage or other loss which claims are based upon defective or allegedly defective design, material or workmanship furnished by Vendor.
Purchaser shall not assign or transfer this agreement or any interest in, or monies under, it without the written consent of Vendor and any assignment made without such consent shall be null and void.
14. Repair quotes
Repair quotes are valid for 30 days. During that period, the buyer will need to submit a purchase order to the vendor to approve repair of equipment OR equipment will need to be recovered and repair estimate fees will need to be paid. In the event equipment repair is not approved and said equipment is still on vendor’s premises after the 30-day period, repair estimate fees will be due for payment immediately and the following storage fees will apply: $100/month for electrical equipment or manual equipment 6T and up and $70/month for manual equipment 5T or less.
15. Governing Law and Invalidity
Any provision hereof which is contrary to law will not invalidate any other provision thereof. The foregoing sets forth the sole and entire agreement between the parties with respect to the Goods supplied hereunder. These terms and conditions and the agreement evidenced thereby shall be governed by and interpreted in accordance with the laws of the province of Canada where the Goods are delivered. If deliveries are made outside Canada the governing laws shall be the laws of the Province where the Goods are shipped from. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this agreement or to any order.