These Terms and Conditions of Sale together with Buyer’s Credit Application Terms and Conditions (if applicable), which are incorporated herein by reference, are between Wolseley Canada Inc., its subsidiaries, affiliates, divisions, successors and assigns (collectively, “Wolseley”) and Buyer, and form the entire agreement between Wolseley and Buyer and apply to all transactions between Wolseley and Buyer unless otherwise specifically agreed to in writing. Buyer acknowledges that standard business forms of Buyer, including purchase orders and requests for proposal may be used in the ordinary course of business between Wolseley and Buyer, but that such standard business forms will only be used to define the description, quantity, price and destination of goods to be sold, supplied or delivered by Wolseley to Buyer. All prior oral or written agreements, including but not limited to Buyer’s purchase order, which are different from or purport to be in addition to these Terms and Conditions of Sale are not applicable and are not binding on Wolseley. Buyer will be deemed to have accepted these Terms and Conditions of Sale if any goods or services are sold, supplied or delivered by Wolseley to Buyer or an invoice is delivered by Wolseley to Buyer in respect of such goods or services.
All orders are subject to acceptance by Wolseley, which acceptance is contingent on adequate supply and, if applicable, credit approval of Buyer.
Buyer may not cancel, change or modify an order without the written consent of Wolseley and payment by Buyer of all applicable cancellation of re-stocking fees. Special order items may not be cancelled or returned and no refunds will be issued.
All prices are subject to change unless otherwise noted on Wolseley’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 quoted prices.
Terms of invoice payment are net 30 days. In the event Buyer fails to make any payment to Wolseley when due, Buyer’s entire account(s) with Wolseley will become immediately due and payable without notice or demand and all past due amounts will be subject to a service charge accruing at a rate of 2% per month, calculated daily and compounded monthly (26.82% per annum) or the highest rate permitted by law, whichever is lower. If Buyer is in default for non-payment, then in addition to any other remedies available to Wolseley, Buyer agrees to pay and shall indemnify and hold harmless Wolseley in respect of such interest together with all of the costs, losses, charges, expenses and liabilities of Wolseley related or incidental to its collection efforts or the enforcement of any of its rights in connection with such default (including legal fees). Wolseley will grant a lien waiver only to the extent that payment is received and not avoidable as a bankruptcy preference.
All orders are shipped F.O.B. point of shipment. Risk of loss will transfer to Buyer upon tender of goods to Buyer, Buyer’s representative or common carrier. The cost of any special packaging or handling caused by Buyer’s requirements or requests will be added to the amount of Buyer’s order. If Buyer causes or requests a delay of shipment, or if Wolseley ships or delivers an order erroneously as a result of inaccurate, incomplete or misleading information supplied by Buyer or its agents or employees, all storage and other additional costs and risk will be borne by Buyer.
Delivery to the job site or other location indicated by Buyer constitutes delivery to Buyer, regardless of whether Buyer or Buyer's agent is at such location at the time of delivery or signs a delivery receipt. Wolseley will make a good faith effort to complete the delivery of all goods ordered by Buyer as indicated by Wolseley in writing; provided, however, that Wolseley assumes no responsibility or liability and will not accept any back charge for any loss or damage due to delay or inability to deliver, whether or not such loss or damage was made known to Wolseley, including but not limited to as a result of Wolseley’s non-performance caused by an act of God, war, labour disputes, civil unrest, accidents, the inability to obtain materials, delays of carriers, contractors or suppliers or any other causes of any kind which is beyond the control of Wolseley.
Buyer shall examine all goods upon receipt and prior to installation. All claims for damage, shortage, errors in shipment or improper delivery must be made to Wolseley in writing within five (5) business days of delivery, after which date Buyer will be deemed to have irrevocably accepted the goods, if not previously accepted, and will have no right to reject the goods or to revoke acceptance. Buyer must make any claims for billing errors or adjustments to Wolseley in writing within ten (10) business days from the invoice date. Claims not received in writing within such period of time will be waived by Buyer.
Items which are not shipped are back-ordered for future shipment unless Buyer cancels its order in accordance with these Terms and Conditions of Sale.
Buyer may return any goods which Wolseley stocks and which are not special order items if: (i) it is in new condition, suitable for resale in its undamaged original packaging and with all original parts; and (ii) it has not been used, installed, modified, rebuilt, reconditioned, repaired, altered or damaged. All returns are subject to a 25% re-stocking fee, unless otherwise agreed to by Wolseley. Special orders or non-stock items may be returned if the manufacturer is willing to accept the return.
Buyer is not entitled to set-off any amounts due to Wolseley by any amount due by Wolseley to Buyer in connection with any transaction governed by these Terms and Conditions of Sale.
Buyer acknowledges and agrees that, in the event that Buyer purchases goods from Wolseley and supplies or incorporates such materials in respect of an improvement pursuant to the applicable provincial construction or builder’s lien legislation, such goods will be deemed to have been purchased pursuant to a prevenient arrangement and that one continuing contract is deemed to be in place.
Wolseley warrants only its title to goods sold, supplied or delivered to Buyer. All other warranties are those of the relevant manufacturer. Wolseley assigns to Buyer any warranty provided by its suppliers and by the manufacturer. Buyer waives any right to legal action against Wolseley for damage caused by the goods sold, supplied or delivered by Wolseley, which includes and not limited to environmental damages. Any warranty is void if there has been misuse, accident, modifications, unsuitable physical or operating environment, improper maintenance, storage or installation. Buyer’s sole and exclusive remedy will be the repair, replacement or refund of the purchase price paid for product returned during the relevant manufacturer’s warranty period. WOLSELEY DISCLAIMS ALL OTHER EXPRESSED OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. WOLSELEY WILL NOT, IN ANY CIRCUMSTANCES, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, LIQUIDATED OR CONSEQUENTIAL DAMAGES SUFFERED BY BUYER AND IN NO EVENT WILL WOLSELEY’S LIABILITY, IF ANY, EXCEED THE NET SALES PRICE OF THE GOODS SOLD, SUPPLIED OR DELIVERED TO BUYER.
If Buyer is in default of these Terms and Conditions of Sale, Wolseley may, at its option, cancel any unexecuted portion of any order to which these Terms and Conditions of Sale apply and/or exercise any right or remedy which may be available to it at law. Buyer will be in default under these Terms and Conditions of Sale if: (a) the Buyer fails to perform any covenant, term or condition contained herein or breaches any representation or warranty given by Buyer to Wolseley; (b) Buyer fails to give a required notice to Wolseley; (c) the Buyer is insolvent or the Buyer fails to pay debts as they come due or if Buyer makes an assignment for the benefit of its creditors, or a receiver or receiver and manager is appointed for Buyer or for any of the goods ordered pursuant to these Terms and Conditions of Sale, or if any petition is filed to adjudicate Buyer bankrupt.
Buyer shall indemnify, hold harmless and defend Wolseley and its employees, officers, directors and agents from and against any action, cause of action, judgment or claim for damages to property (including environmental damages) or bodily injury, loss of life, liability of any nature (including the violation of any applicable laws or regulations in connection with the sale, transportation, installation, use or repair by Buyer of the goods sold, supplied or delivered by Wolseley), costs, or expenses including reasonable legal fees to the extent caused by the negligent act or omission or willful misconduct of or breach of these Terms and Conditions of Sale by Buyer.
These Terms and Conditions of Sale will be construed as if prepared jointly by the parties hereto and any uncertainty or ambiguity will not be interpreted against any one party. If any of the provisions contained in these Terms and Conditions of Sale are held to be unenforceable then such provision will be given effect in such reduced form as may be decided by a court of competent jurisdiction; provided, however, that if any provision should be declared unenforceable or invalid for any reason, such unenforceable or invalid provisions will be severed from the remainder of these Terms and Conditions of Sale without affecting the enforceability or validity of the remaining provisions.
The failure of Wolseley to insist upon the strict performance of any of these Terms and Conditions of Sale will not be deemed to be a waiver of any of the right or remedies of Wolseley, nor of its right to insist upon strict performance of such term or of any other term in the future. No waiver of any of these Terms and Conditions of Sale will be valid unless in writing signed by Wolseley.
These Terms and Conditions of Sale are governed by the laws of the province of Ontario and the federal laws of Canada applicable therein without regard to conflict of law provisions and Buyer hereby irrevocably attorns to the jurisdiction of the courts of such province. All actions, regardless of form, arising out of or related to a transaction governed by these Terms and Conditions of Sale must be brought against Wolseley within the applicable statutory period, but in no event more than one (1) year after the date of the relevant invoice.
Every inscription on goods sold by Wolseley to Buyer will be set out in (i) French or (ii) English and French, with the French version being equally as prominent as the English (except that recognized English trademarks and the English names of corporations established exclusively in a jurisdiction outside of the province of Québec may appear on such inscription in English only). For the purposes of this requirement, “inscription” includes any text, inscription or label on any container or wrapping and any document or object supplied with any goods or which is related to its marketing, including leaflets, brochures, catalogues, directions for use and warranty certificates. Inscriptions which are engraved, baked, inlaid, riveted, welded or embossed 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 goods or a French version must accompany the goods in a permanent manner.
Wolseley Canada is the country’s leading national distributor of plumbing, hydronic, HVAC/R and PVF products and solutions to professional contractors, retailers, and industrial users. With a network of over 220 branches coast to coast, and a national team of sales and service specialists, the Wolseley team is known for their knowledge and expertise that customers have come to rely on for their ever changing needs.
We have established relationships with the best vendors and brands in the business, and carry Canada’s largest inventory of leading brand faucets and a selection of American Standard fixtures, and offer one of the most robust e-commerce platforms in our industry.
These key advantages make Wolseley the professional’s choice across the country.
Protecting individual privacy is important, and Wolseley Canada is committed to maintaining personal information that it obtains secure and confidential. Wolseley Canada uses personal information to provide customers with the products and services they have requested, and to get to know you, your needs and your preferences in order to provide you with superior customer service. Wolseley Canada uses personal information to communicate with its employees and provide them with information and services related to their employment, including benefits, payroll and other programs and support.
In order to conduct certain aspects of our business, including processing your requests for our products or services, we may be required to collect personal information about you. PIPEDA defines “personal information” is any information about an identifiable individual, but does not include the name, title or business address or telephone number of an employee of an organization.
Please note that you are never required to provide us with your social insurance number; however, in order to accurately process a credit application received from you, we require a social insurance number, date of birth or driver’s license number.
Wolseley Canada and its representatives may collect personal information in a number of circumstances in connection with our business and we may collect or receive personal information through a number of other sources, including:
Personal information will be used only for those purposes to which the affected individual has consented, subject to certain exceptions detailed below, as permitted by PIPEDA.
Wolseley Canada may use personal information with the affected individual’s consent in connection with credit decision-making, account opening processes and the ongoing administration of our business and employment relationships, including for such purposes as:
Wolseley Canada may use personal information without the affected individual’s consent, where:
Personal information will be disclosed to those Wolseley Canada employees, officers and directors that need to know the information for the purposes of their work, including as identified below. We may otherwise disclose personal information with the affected individual’s consent as permitted or required by law.
Personal information disclosed to third parties will be protected by a confidentiality, non-disclosure or other similar agreement requiring appropriate privacy protection.
PIPEDA permits Wolseley Canada to disclose personal information to third parties, without the affected individual’s knowledge and consent, to:
PIPEDA also permits Wolseley Canada to transfer personal information to a third party without the affected individual’s knowledge or consent if the transfer is simply for processing purposes and the third party only uses the information for the purposes for which it was transferred.
Some of the third parties to whom we may disclose or transfer personal information, including our affiliates, may be located outside of Canada, and personal information may therefore be disclosed, transferred, stored (including electronically) or processed outside of Canada for the purposes described herein.
Accordingly, any personal information which is disclosed, transferred, stored or processed outside of Canada may be subject to legal requirements in foreign countries applicable to Wolseley Canada or the third parties, including the United States USA PATRIOT Act of 2001, which facilitates, among other things, the ability of United States authorities to conduct searches and to seize or compel the disclosure of records which may contain personal information.
An individual’s express, written consent will be obtained before or at the time of collecting personal information and the purposes for the collection, use or disclosure of the personal information will be provided to the individual at the time of seeking his or her consent. Once consent is obtained from the individual to use his or her information for those purposes, Wolseley Canada has the implied consent of the affected individual to collect or receive any supplementary information that is necessary to fulfil the same purposes. Express consent will also be obtained if, or when, a new use is identified.
By signing a credit application and/or other form, implied consent is granted by the individual to obtain and/or to verify information from third parties such as banks, credit bureaus and other lenders in the process of assessing the credit worthiness of an individual or a corporate customer on whose behalf the individual’s personal information is collected.
An individual can choose not to provide some or all of the personal information at any time, but if Wolseley Canada is unable to collect sufficient information to proceed with the approval of a request for credit, such request may be delayed or turned down.
A customer or an individual can withdraw consent to the use of his or her personal information at any time by making such request in writing to Wolseley Canada.
Personal information will be retained in customer files as long as the file is active and for such periods of time as may be prescribed by applicable laws and regulations.
For example, a credit file will be deemed inactive if an application for credit is rejected, when financial obligations are repaid in full or when a guarantee is terminated. Information contained in an inactive file will be retained for a period of seven (7) years, except in the case where an application is rejected; in which case the personal information contained in the file will be retained for a period of up to two (2) years.
Wolseley Canada endeavours to ensure that any personal information provided by the individual in his or her active file(s) is accurate, current and complete as is necessary to fulfill the purposes for which the information has been collected, used, retained and disclosed. Individuals are requested to notify Wolseley Canada of any change in personal or business information collected by Wolseley Canada. Information contained in inactive files is not updated.
Wolseley Canada Inc.
Attn: Chief Privacy Officer
Email address: email@example.com
880 Laurentian Drive
Burlington, Ontario L7N 3V6
Telephone: (905) 335-7373
Requests for access will be fulfilled within 30 days and individuals will be informed of the existence, use and disclosure of his or her personal information. If upon receiving access, you find that the information held by Wolseley Canada is inaccurate or incomplete, upon providing documentary evidence to verify the correct information, Wolseley Canada will promptly make the required changes to the personal information retained by it; provided, however, that you may be asked to provide identification and/or other proof acceptable to Wolseley Canada to verify such inaccuracies or changes.
If an individual has a concern about the personal information handling practices of Wolseley Canada, a complaint, in writing, may be directed to the Wolseley Canada Chief Privacy Officer. Upon verification of the individual’s identity, the Wolseley Canada Chief Privacy Officer will act promptly to investigate the complaint and respond to the individual within 60 days.
Where the Wolseley Canada Chief Privacy Officer makes a determination that the individual’s complaint is well founded, the Chief Privacy Officer will take the necessary steps to correct the offending information handling practise and/or revise the privacy policies and procedures of Wolseley Canada. Where the Wolseley Canada Chief Privacy Officer determines that an individual’s complaint is not well founded, the individual will be notified in writing of such determination.
If the individual is dissatisfied with the finding of and corresponding action taken by the Wolseley Canada Chief Privacy Officer, the individual may bring a complaint to the Federal Privacy Commissioner at the address below:
The Privacy Commissioner of Canada
112 Kent Street, Ottawa,
Ontario K1A 1H3