Terms and conditions
TERMS AND CONDITIONS OF SALE
1. ACCEPTANCE: Seller
acknowledges receipt of Buyer’s order and accepts Buyers order expressly
conditional on Buyer’s assent to the terms and conditions herein contained, whether
additional to or different from those contained in Buyer’s order or any other
form or document heretofore or hereafter supplied by Buyer to Seller. Buyer
will be deemed to have assented to these terms and conditions unless Seller
receives written notice of objection, which notice of objection is consented to
by Seller in writing. Seller’s failure to object to provisions contained in any
order or other form or document from Buyer, shall not be construed as an
acceptance of any such provision, nor as a waiver of these terms and
conditions. All contracts shall be deemed offered, accepted and made in New
Westminster, BC, Canada.
2. CHANGES: No change
by Buyer of any term or condition of this contract or any of Seller’s rights or
remedies hereunder shall be binding on Seller, nor shall the order hereby acknowledged
be cancelled or changed by Buyer, unless Seller shall expressly consent thereto
in a writing signed by Seller.
3. PAYMENT: Terms of
Sales are net 30 days of date of invoice, unless otherwise stated on the face
hereof. If Buyer defaults in any payment when due under this order or any other
order, Seller may, at Seller’s option, and without prejudice to other lawful
rights and remedies, defer delivery of any ordered goods until all payments due
are made or Seller may cancel this contract.
4. “FORCE MAJEURE”:
Seller shall not be liable for failure or delay in shipping goods hereunder if
such failure or delay is due to any act of God, war, labour
difficulties, accident, or any other causes of any kind whatsoever beyond the
control of Seller.
5. WARRANTIES: Seller
warrants that the goods supplied hereunder shall conform to the description
stated herein, that Seller will convey good title thereto, and that such goods
shall be delivered free from any lawful security interest or lien or
encumbrance. SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR USE, NOR IS THERE ANY OTHER EXPRESS OR IMPLIED WARRANTY. SELLER
SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR CONTINGENT DAMAGES. Seller’s maximum liability shall not,
as to any claim of any nature, whether in contract, tort, strict liability,
patent infringement, or otherwise, exceed the contract price for the portion of
the goods in respect of which any such claim is made.
6. RISK OF USE OF THE
GOODS & DAMAGES IN TRANSIT: All risks as to the use of the goods lie on the
side of the Buyer. Seller is not responsible for any damage to the goods in
transit, which damage is the responsibility of the carrier and claims for which
should be submitted directly to the carrier.
7. RETURN OF GOODS:
The return of any goods to Seller requires the prior written authorization of
Seller. All returned goods must be sent freight prepaid and, unless otherwise
authorized by Seller, will be subject to a 20% handling charge.
8. NOTIFICATION:
Immediately upon Buyer’s receipt of any goods shipped hereunder, Buyer shall
inspect the same and shall notify Seller in writing of any claims for shortages,
defects or damages and, in such case, shall hold the goods for Seller’s written
instructions concerning disposition. If Buyer shall fail to so notify Seller
within 30 days after the goods have been received by Buyer, such goods shall
conclusively be deemed to conform to the terms and conditions hereof and to
have been irrevocably
accepted by Buyer.
9. LIMITATIONS OF
REMEDIES AND LIABILITY: Buyer and Seller agree that Buyer’s sole remedy against
Seller shall be for the repair or replacement of defective goods without charge
by Seller. The goods must be returned by Seller’s warehouse, and accompanied by
a claim in writing. IT IS UNDERSTOOD AND AGREED THAT SELLER’S LIABILITY WHETHER
IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE, SHALL NOT
EXCEED THE RETURN OF THE AMOUNT OF THE PURCHASE PRICE PAID BY BUYER AND UNDER
NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR SPECIAL INDIRECT, ONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES.
THE PRICE STATED FOR THE GOODS IS CONSIDERATION FOR LIMITING SELLER’S LIABILITY
AS PROVIDED HEREIN.
10. GOVERNING LAW:
This contract shall be governed by and the parties shall have remedies set
forth in the Uniform Commercial Code as adopted in Province of British Columbia,
Canada as effective and in force on the date of this contract.
11. TIME FOR BRINGING
ACTION: Any action for breach of this contract must be commenced within two
years after the cause of action has accrued.
12. MODIFICATIONS: No
changes or modifications to this contract may be made except upon Seller’s
written authority.
13. TITLE: Title to
the goods shall remain with Seller until Buyer takes physical possession of the
goods.
14. INDEMNIFICATION: Buyer hereby agrees to indemnify and hold Seller harmless from and against any and all losses, claims, damages, expenses (including without limitation, attorney’s fees and court costs), or liabilities arising out of or connected with any information, representations, reports, or data furnished, prepared, or approved by Buyer for use by Seller in Seller’s performance hereunder and for any use or misuse of the goods by Buyer or Buyer’s customers.