Conditions of Sale

Limits of Liability

These Conditions of Sale supersede those contained in previous quotations and agreements and shall govern future transactions between the Seller and the Customer, notwithstanding any printed or other conditions stipulated by the Customer. No other agreement, representation, promise, undertaking or understanding of kind except in writing shall amend, waive or supersede these conditions.

1. The provisions herein shall be severable so that the invalidity, unenforceability or waiver of any of the provisions shall not affect the remaining provisions.
2. Any contract between the Seller and the Customer is not assignable without the Seller’s consent.
3. Any contract between the Seller and the Customer shall be governed by and construed in accordance with Provincial Laws.
4. Except as specifically provided in writing by the Seller, all expressed or implied warranties, guarantees, representations, or conditions as to the goods sold hereunder, whether statutory or otherwise, are expressly excluded and any statutory or other guarantee, warranty, condition or description expressed or implied as to the state, quality or fitness of the goods sold hereunder for any particular purpose or for use under any specific condition is hereby expressly excluded.
5. Any sale between the Seller and the Customer shall not be a sale by sample, and the Customer shall take the goods at its own risk as to their corresponding with any sample provided and subject to the normal variation between bulk and sample accepted by the trade.
6. The Seller reserves the right to make changes in product design, material and specifications without incurring obligations to the Customer.
7. Under no circumstances shall the Seller be liable in any way to the Customer or any third party for any damages, injury or loss of any kind whatsoever to any property, person or animal, including but not limited to, any loss of business or profits or any other direct, indirect, incidental or consequential damages, whether or not contract or negligence in connection with the sale of goods.

Pricing

1. Orders placed with the Seller require the Seller’s acceptance before any contract arises. The price quoted by the Seller in any quotation shall be subject to variation by the Seller prior to acceptance by the Seller upon giving notice to the Customer.
2. All prices shall be subject to revision if increases in the cost of materials, labour or other circumstances arise before completion of the order and render such action necessary. Where information contained in a Customer order involves alteration of the quotation, the Seller is at liberty to amend the price to cover any increases in cost which may be reasonably incurred in consequence of such alteration. In the event of suspension of work by the Customer’s instructions, or lack of instructions, the price shall be increased to cover any extra expense incurred by the Seller.

Sales Tax

All taxes will be charged at the rate applicable at the date of dispatch. The quoted prices do not include any taxes.

Any sales order or contract cannot be cancelled without the consent of the Seller, and in the event of such cancellation, the Customer shall indemnify the Seller for any and all costs which it has or may incur in connection with such cancellation.

Delivery

1. The cost of carriage and packaging shall be paid by the Customer in addition to the price payable for goods, unless agreed upon between the Seller and the Customer prior to delivery.
2. Shipping dates given prior to shipment are estimated only and are not guarantees, and the Seller shall not be liable for delays or non-performance resulting from causes beyond its reasonable control including, but not limited to: strikes, slowdowns, manufacture errors, fire, failure or delay of its usual sources of supply of raw materials or inventory, government orders or requests, and Acts of God. The Seller will not be liable for consequential or special damages on account of any delay or non-performance.
3. No claim for loss, damage or destruction in transit will be considered unless a separate notice in writing is given to the Seller and/or the carrier concerned by the Customer within three (3) days of receipt of goods.
4. The Customer shall inspect the goods immediately upon delivery thereof and shall give notice to the Seller within seven (7) days of such delivery of any matter or thing by reason whereof it may allege that the goods are not in accordance with the contract. If the Customer shall fail to notice, the goods shall be deemed to be in respects and accordance with the contract and the Customer shall be bound to accept and pay for the same accordingly. Any testing or inspection of the goods by the Customer must take place before the goods are utilized in any way and any such use will be deemed acceptance of the goods by the Customer.