These terms and conditions of sale ("Terms") along with Buyer's credit application, incorporated by reference apply to all transactions between the parties unless otherwise specifically agreed to in writing. The parties acknowledge that standard business forms of the Buyer including purchase orders, requests for proposal and acknowledgements ("Standard Forms") may be used in the ordinary course of business. The parties shall use Standard Forms only to define the product, quantity, price, and destination. No other provision included in Standard Forms shall apply unless signed by an officer of Seller.
All orders are subject to acceptance by Seller which is contingent upon credit approval and adequate supply.
Buyer shall have no right to change or modify any order without Seller's written consent and payment to Seller of all applicable cancellation or restocking fees. Special ordered items may not be canceled or returned, and no refund will be made.
Prices are subject to change and are F.O.B. shipping point unless noted otherwise on Seller's quotation. Buyer will be invoiced at prices in effect at the time of shipment. All taxes, transportation costs, duties and other charges are in addition to the quoted price.
Terms of payment are net 30 days. All past due accounts are subject to a service charge of 1.5% per month, 19.6% per annum, or the highest allowed by law if lower. If Applicant is in default for non-payment, then in addition to other remedies, Applicant agrees to reimburse Seller all costs of collections including reasonable attorneys' fees. Seller shall grant a lien waiver only to the extent payment is received, paid by the bank, and not avoidable as a bankruptcy preference.
Buyer shall examine material upon receipt and prior to installation. All claims for shortages or improper delivery must be made in writing within five (5) days of delivery. Buyer shall make all claims for billing errors or adjustments in writing within ten (10) days from the invoice date. Claims not received in writing within the time specified are waived by Buyer.
Items not shipped are back ordered for future shipment unless the Buyer cancels the order.
Seller will accept the return for credit of regularly stocked items of the current model in clean, unused and undamaged condition with original packaging with all original parts ("Returns"). Returns are subject to a 25% restocking fee, unless specified otherwise. No other material may be returned for credit including special order items like millwork, unless specifically agreed to by Seller.
Delivery to the job site constitutes delivery to Buyer, regardless of whether Buyer or his agent is at the site at time of delivery or signs a delivery receipt. The Seller is not responsible for delays in delivery due to causes beyond its control, including those attributable to acts of God, accidents, labour disputes, suppliers, or any other causes beyond the reasonable control of Seller.
Exclusion of Warranty.
Compare with plans and specifications, as they are not guaranteed to agree. The Seller warrants only its title to the goods. All other warranties are those of the manufacturer. SELLER DISCLAIMS ALL EXPRESSED AND IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. The Seller assigns to the Buyer any warranty provided by its supplier and by the manufacturer. The Buyer waives any right to legal action against the Seller in respect of damages caused by the goods.
Limitation of Liability.
UNDER NO CIRCUMSTANCES, WILL SELLER BE LIABLE FOR INDIRECT, LIQUIDIATED, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. SELLER'S LIABILITY, IF ANY, SHALL BE LIMITED TO THE NET SALES PRICE RECEIVED BY SELLER.
This contract is governed by the laws of the province of Ontario, including the applicable Federal Laws of Canada (excluding any conflict of laws rule or principle). Buyer waives any claim of forum non-conveniens. All actions, regardless of form, arising out of or related to this transaction must be brought against Seller within the applicable statutory period, but in no event more than ONE (1) YEAR after the date of invoice.
"Every inscription on goods sold to the Buyer under this Order (each, a "Product") will be set out in (i) French or in (ii) French and English with the French version being equally as prominent as the English version (except that recognized English trademarks and the English names of companies established exclusively outside of Quebec may appear on the inscription in English only). For the purposes of this requirement, "inscription" also includes any text, inscription or label on the Product's container or wrapping, and any document or object supplied with the Product or for its marketing including leaflets, brochures, catalogues, directions for use and warranty certificates. Inscriptions which are engraved, baked or inlaid in the Product itself, riveted or welded to it or embossed on it, in a permanent manner, do not have to be in French unless the inscription concerns safety, in which case it must be written in French and appear on the Product or a French version must accompany the Product in a permanent manner."