Terms and Conditions - Sales

1.  Prices and Payment. Prices and charges are subject to change without notice and shall reflect those of Vendor in effect at the time of order.  Balances past due shall bear interest at 1 ½% per month (18% per annum).

2.  Title and Risk. Unless otherwise stipulated:  a) all sales are FOB point of shipment which shall be deemed to be the carrier’s loaded truck;  b) shipments will be made via carriers and routes selected by the Vendor with freight charges to be assumed by the Purchaser, and;  c) title, ownership and risk of loss or damage to the goods shall pass to Purchaser immediately upon delivery to the carrier.  All goods owned by the Purchaser and held for or received from the Purchaser shall be handled and stored by the Vendor only at the Purchaser’s risk and expense subject to exercise of reasonable care by the Vendor.  All other accessory services and demurrage shall also be at Purchaser’s expense.

3.  Orders. Stenographic and/or clerical errors are subject to correction by the Vendor.  Vendor’s interpretation of a verbal order shall be final and binding where shipment is made prior to receipt of written confirmation.

4.  Warranties. Vendor warrants that the products sold hereunder have been produced and tested in accordance with the specifications set forth in this Sales Invoice.  Purchaser acknowledges that Vendor has not made any warranty of suitability for any particular purpose, nor any other representations or warranties, whether express, implied, statutory or otherwise, except that the goods supplied conform to the specifications set forth in this Sales Invoice, subject to tolerances and variations consistent with usual trade practices. 

5.  Indemnification of Vendor. Vendor shall not be liable in contract, tort or otherwise, and Purchaser shall indemnify and hold harmless Vendor, for any loss, damages, costs, claims, expenses, repairs, suits or judgements arising in any way out of the use of the goods furnished hereunder or resulting from any defect, failure to conform to specifications or breach of this agreement whether any such loss, damage, cost, claim, expense or repair is direct, indirect or consequential.  Vendor’s sole liability shall be limited in all circumstances to a period of twelve months from the date of this Sales Invoice and, at Vendor’s option, to replace or repair the goods at the delivery point specified in this agreement, refund the invoice price paid, or allow appropriate credit not to exceed the invoice price paid by Purchaser for the goods purchased under this agreement.  The foregoing limitation of liability is a condition of sale of the goods at the price or prices quoted and shall apply notwithstanding any defect in or failure of, including the total failure of, any product.

6.  Delivery. Vendor shall exercise its best efforts to deliver within the times quoted but does not guarantee delivery time and shall not be liable for any damages, loss, claim or expense of any kind or nature whatsoever caused by the delay in delivery or unavailability of goods. Should the Vendor be prevented from delivering part of such goods by reason of any of the causes enumerated in Clause No. 7 hereof  the Vendor shall deliver and the Purchaser shall take such part of the contract goods as the Vendor shall be able to deliver at the time fixed for delivery.  The Purchaser shall pay for the part delivered in the same proportion of the price as the part delivered bears to the whole of the goods agreed to be sold. 

7.  Force Majeure. Neither party shall be responsible to the other for non-performance or delay in performance occasioned by any causes beyond its control including without limitation any acts or omissions of the other party, acts of civil or military authority, strikes, lockouts, trade actions, embargoes, insurrections or acts of God.

8.  Claims and Credits. Vendor shall not be liable for any shortages or errors in or damages to the goods shipped to the Purchaser unless written details of such shortages, errors or damages are given by Purchaser to Vendor within ten days of receipt of goods. Neither any contract constituted hereunder, nor any claim against the Vendor arising hereunder shall be assigned by the Purchaser without the Vendor’s prior written consent.  Any such contract shall not be an asset of the Purchaser in bankruptcy, insolvency or receivership proceedings.

9.  Changes or Cancellation. Orders for goods may not be cancelled and goods may not be returned by Purchaser except with the written consent of Vendor.  All goods returned by the Purchaser must be received by the Vendor in the condition such goods were shipped by the Vendor.

10.  Suspension of Orders. Vendor reserves the right, without liability and without prejudice to any other remedies, delay or stop shipment of all or any part of the goods if at any time reasonable doubt exists as to Purchaser’s financial situation or if Purchaser shall fail to pay any accounts when due.

11.  Entire Agreement. Vendor and Purchaser acknowledge that this agreement constitutes the entire agreement between them and that no other representation or agreement, whether oral, written or otherwise, has been made other than the ones expressly stated herein. This agreement is not transferable or assignable by Purchaser.  Purchaser’s order shall be filled in accordance with the terms and conditions set out above and on the face hereof.  Acceptance of this Sales Invoice constitutes acceptance of Seller’s offer subject to the conditions of sale herein and it constitutes a contract made in Canada for the sale of goods described on the face hereof.  No waiver, modification, addition, deletion, alteration, limitation, termination, recision or discharge to or of these terms and conditions shall be valid unless made in writing and signed by an officer or authorized employee of the Vendor.

12.  Taxes. Prices for goods and services are exclusive of federal, provincial , and any other taxes which may be applicable and all such taxes shall be paid by the Purchaser. Where sales tax exemption is applicable, orders must bear the necessary sales tax certification.