Thank you for purchasing our products and/or services. We sell our goods and services exclusively under these terms and conditions of sale unless we have negotiated a different set and entered into a signed agreement modifying this document. Accordingly, our sale to you is limited to, and conditioned upon, your acceptance of these terms and conditions (referred to as the “Terms” in this document). These Terms supersede and replace all prior agreements, representations, discussions or negotiations, regardless of whether those prior events occurred in writing (including email’s), by voice, through testing or samples, or by any other means. Our products and services are priced with the understanding that these Terms will apply to their sale. We may be willing to discuss other terms of sale but that may mean a corresponding adjustment in price. These Terms can only be modified in a writing signed by our authorized representative.
Unless otherwise specified in writing, all prices are firm for thirty (30) days only from the date of offer, and payments are due net thirty (30) days from the date of invoice except for deposits or down payments which are due in advance. Payments shall be made without deduction or set-off. Any amount not paid within 30 days after the due date shall bear interest at the lesser of 1.5 percent per month or the maximum rate of interest allowed by law, whichever is less. Credit terms may be suspended or changed at any time if, in our sole opinion, we believe your financial condition warrants. We may suspend our performance and refuse to deliver any further goods or services if you fail to pay any amount when due.
Prices are in CDN, Dollars, F.O.B. our place of manufacture or point of shipment. Dates for the delivery of services or goods are approximate only and subject to variation or change. Insurance, packing, unloading and handling are not included unless otherwise noted. Unless otherwise agreed in writing, all installation will be Buyer’s responsibility at its own expense.
Upon prior written notice, you may make reasonable inspections of equipment and parts at our facility. We reserve the right to determine the reasonableness of the request and to select an appropriate time and location for such inspection. You must agree to appropriate confidentiality restrictions prior to visiting our facility. All costs of inspection shall be solely determined by us and shall be payable by you. No inspection or expediting by you at the facilities of our suppliers is authorized.
Orders which have been accepted by us are not subject to cancellation or change except with our prior written agreement. Custom manufactured goods must be paid for in full even if the order is cancelled.
If shipment is deferred at your request, payment of the price will be due when you are notified the shipment is ready to be sent. If you fail to make payment or furnish shipping instructions we may either extend the time for so doing or cancel the unshipped portion of the order. In case of deferred shipment at your request, storage and other reasonable expenses attributable to such delay shall be payable by you, and you will assume all responsibility and risk for loss of value in or damage to the goods.
Each of us will be excused from performing our obligations if we are unable to do so by fire, flood, storm, accident, or other acts of God (referred to as a “Force Majeure Event” in this document). A Force Majeure Event will include any delay caused by any event beyond the reasonable control of the party. A Force Majeure Event that causes a delay greater than ninety days will entitle the other party to cancel the order. A Force Majeure Event may be used to delay a payment obligation for no more than ten days.
Our warranties vary depending on the goods and services we are providing.
The remedies herein are the exclusive remedies available to you for breach and in lieu of all others available at law or in equity. In no event shall we be liable, and you hereby waive any claims against us and release us from liability to you, for any direct, indirect, special, punitive, incidental, or consequential damages regardless of the theory on which the claim is based, including breach of warranty, breach of contract, negligence, strict tort, or any other legal theory. These excluded damages include, but are not limited to, loss of profits, loss of savings or revenue, loss of use of the goods or services provided or any associated goods or services, cost of capital, cost of any substitute goods and services, facilities, downtime, the claims of third parties including customers, or injury to property. This limitation does not apply to claims for personal injury.
Except for claims that arise from our gross negligence, our liability to you will be limited to an amount equal to the price you have paid for our goods and services.
All drawings, designs and specifications supplied by us, or assembled by us, are solely our property. They are provided to you on the condition that they shall not be reproduced or copied in any manner whatsoever, in whole or in part, except for your internal use as necessary, and upon the further condition that, as our sole property, they shall not be transferred to others for any purpose not specifically authorized in a writing signed by us.
We each agree that we may receive from the other certain information which pertains to the disclosing party's business, properties or operations, including without limitation, proprietary processes, technical information and know how, financial and other data, customer lists, computer software and the like (“Confidential Information”). The receiving party agrees to hold in confidence any such Confidential Information for a period of five years from the date of disclosure. In addition, certain plans, drawings, and designs supplied by us to you or available by duplicating a part or piece of equipment constitute our valuable property and will remain solely our property and any information derived therefrom shall be regarded by as Confidential Information and shall not be disclosed to any third party without our prior written consent. Confidential Information will not include that (i) is in the public domain prior to the disclosure to the receiving party; (ii) is lawfully in the receiving party's possession prior to the disclosure by the other party; (iii) becomes part of the public domain by publication or otherwise through no unauthorized act or omission on the part of the receiving party; or (iv) is independently developed by an employee(s) of the receiving party with no access to the disclosed Confidential Information.
You hereby grant to us a purchase money security interest in all goods provided to you by us and any proceeds arising from or related thereto. We may record our security interest and you agree to promptly sign any security agreement, financing statement or similar document requested by us to further protect our interests.
Many of the products we sell may cause injury if not operated properly and for this reason all persons using or handling them should be experienced, knowledgeable and capable of protecting themselves and others from the risks associated with using this type of industrial equipment. Even if we make recommendations, you must see to it that the product will operate safely under the particular circumstances.
This agreement and all disputes arising hereunder shall be governed by the laws of the Province of Alberta without giving effect to the provisions thereof relating to conflict of laws and you expressly and irrevocably submit to the jurisdiction of the province or federal courts in such Province which shall have sole and exclusive jurisdiction over any claim, suit, proceeding or action arising out of or related to this agreement.