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SALES TERMS AND CONDITIONS
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Terms & Conditions
A.
Price
F.O.B. Sellers warehouse in Mississauga, Ontario,
unless otherwise stated.
All prices are exclusive of Federal, Provincial,
Local and other excise, sales, use, property, transportation, occupational and
other taxes, unless specifically stated in the acknowledgment. Purchaser shall
be responsible for any and all such taxes whether or not they are stated in the
acknowledgment or invoiced for products shipped.
B.
Terms of Payment
Unless otherwise stated, terms are net due upon receipt of invoice. Should the financial responsibility of the Purchaser at any
time become unsatisfactory to the seller, the seller reserves the right to
require payment of any shipment in advance or satisfactory security for
such payment.
C.
Shipment
Shipment will be made FOB Mississauga, Ontario, unless
otherwise stated in the acknowledgment. Delivery of the goods to a carrier
shall constitute delivery thereof to the Purchaser and therefor, such
goods shall be at Purchaser’s risk. Purchaser should make any claim, for
shortage or damage occurring after delivery, or for transportation
over-charges, directly against carrier.Seller will make reasonable effort to ship within the time
estimated. However, notice is given that no liability shall attach or
accrue to delayed performance or shipment.Seller has no liability for failure or performance of any order
due to any event or condition beyond its reasonable control (including but
not limited to strike, labor disputes, accident, government regulations
and restrictions or event(s) that render performance difficult or
impossible.)
D.
Cancellation
Seller has the right to cancel this order if the Purchaser does
not comply with the terms and conditions of sale or becomes bankrupt or
insolvent. In the event of cancellation, the Seller will be compensated
for any loss resulting therefrom.Acknowledged orders are not subject to cancellation by
Purchaser except upon written approval of the Seller upon terms that will
indemnify Seller against any loss resulting from such cancellation.
E.
Warranty
Seller warrants to the purchaser for a period of 6 months parts
and labor or individual manufacturers standard warranty whichever is
greater from the date of shipment that all parts are free from defects in
material and workmanship.This warranty shall not extend to any product, which was
subject to misuse, negligence or accident or modified or repaired by
unauthorized persons or improperly installed.SELLER WARRANTY IN RESPECT TO REPLACEMENT OF DEFECTIVE PARTS
AND ANY SUCH ADDITIONAL WARRANTIES OR REPRESENTATIONS EXPRESSLY MADE A
PART HEREOF ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESED OR IMPLED
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. When the purchaser is a distributor, finance company
or similar entity acting for or on behalf of the initial user of the
equipment, the warranty is transferable to the initial user only. In all
other cases, the warranty is limited to the initial Purchaser and is not
transferable.
F.
Patent Indemnity
Purchaser shall give Seller prompt written notice of receipt of
a claim or institution of suit or proceeding against Purchaser if such be
based on the assertion that the goods furnished hereunder in themselves
constitute an infringement of any presently patent. Purchaser shall grant
and furnish Seller all the necessary authority, information and reasonable
assistance in order to enable Seller to settle or defend at our option,
such claim, suit or proceeding, and Seller shall not be responsible for,
or liable to, Purchaser with respect to any settlement of such claim, suit
or proceeding made without Seller’s expressed written consent. Purchaser
agrees to hold Seller harmless against any claims, costs or damages
arising out of our compliance with Purchaser’s specifications. Where
Purchaser is distributor financing company or similar entity acting on or
on behalf of the original user of the equipment, this patent indemnity
shall insure to the benefit of such initial user.
G.
Purchaser’s Use
Purchaser shall use, and require all persons operating the
product, to use any and all proper, safe operating procedures set forth in
operator’s manuals and instruction sheets relating to products and any and
all available feasible and practical point of operation, safety devices
consistent with Purchaser’s use of the product; and Purchaser shall not
remove or modify any device warning sign, operator’s manual or work
handling tools installed thereon.
H.
Miscellaneous
In the event of breach of repudiation by Seller, Purchaser
shall not be entitled to consequential damages for loss of use.The laws of the province of Ontario shall govern the
transaction described herein.No agent, salesman, or distributor has any authority to
obligate Seller to any terms, stipulations or conditions not herein
expressed.Purchaser shall install at its own expense, all products
covered thereby, unless otherwise stated, no installation service are
included in price.·
Purchaser should
advice Seller immediately of any terms and conditions, which Purchaser does not
assent to as a term, or condition of our transaction.Goods identified on this
invoice remain property of seller until payment is made in full.
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