Terms And Conditions
These Terms and Conditions of Sale of any invoices issued by Seller, constitute the exclusive contract between Buyer and Seller and supersede all previous oral or written communications such that there are no terms, understandings, or agreements between the Seller and Buyer regarding the Products, other than those stated herein. Seller’s commencement of work on the Products subject to Buyer's order, shipment of the Products, or performance of all or a portion of the services subject to an order, whichever occurs first, shall constitute an acceptance by the Seller of Buyer’s purchase order and these Terms and Conditions by the Buyer without any additional or different terms. These Terms and Conditions may not be altered amended, nor waived except in writing signed by an officer of the party to be bound thereby. Acceptance of Buyer’s purchase order is subject to acceptance of the express Terms and Conditions contained herein. If any provisions of Buyer’s purchase order or other writings are different from or are otherwise in conflict with these Terms and Conditions, these Terms and Conditions shall govern and the terms contained in Buyer's purchase order or other writings are expressly rejected by Seller.
Quoted prices are based upon present taxes (other than sales taxes), freight rates, applicable Tariff classifications and import duties. Buyer shall pay any increased costs resulting from changes in such taxes, rates, classifications and duties or from Buyer's selection of means of transportation. Buyer shall pay or reimburse Seller for all taxes or other charges by any applicable national, state, provincial, or municipal government upon the sale, use, production, or transportation of Product, which Seller is required to pay or collect.
3. PRICE ADJUSTMENTS
Seller may adjust Product prices at any time. Buyer may suspend orders immediately upon notice of a price increase. In the event price protection is stated in a written agreement between the parties, Seller may temporarily suspend such Product’s price protection in extraordinary market conditions as determined by Seller in its discretion. Seller shall reinstate the Product’s price protection upon Seller’s determination that the market condition for the Product is no longer extraordinary.
Payment terms are Pre Paid unless arrangements are agreed with sell. Past due balances are subject to a late payment charge of 18% per annum (i.e. 1 1/2% per month), or the maximum amount permitted by applicable law, whichever is less. Buyer shall pay all charges, costs and legal fees incurred in collecting amounts owed.
5. TITLE AND RISK OF LOSS
Title and risk of loss for Products transfers to Buyer when the Product is made available to the Buyer at Seller’s shipping point, unless Products are shipped in Seller’s vehicles in which case title and risk of loss transfers to Buyer when the vehicle first enters Buyer’s property. Buyer shall unload railroad tank cars within 48 hours (Saturday, Sundays and holidays excepted). Title and risk of loss when product is shipped by UPS, FedEx, CanPar, Canada Post or any other freight company that is not owned or operated by the Seller shall be buyers responsibility.
The Buyer represents that it is familiar with the characteristics, qualities and uses of the Products it is purchasing from the Seller and that the Buyer is not relying on the Seller’s skill or judgement to select or furnish Products for any particular purpose. Seller warrants that Seller branded Products conform to Seller’s published specifications at the time of delivery. Seller warrants that services provided by Seller will be consistent with Seller’s standard specifications or, if none, with Seller’s standard practices. Seller makes no warranties whatsoever concerning resale products. the foregoing warranties are in lieu of and exclude all other warranties or conditions express or implied. seller expressly excludes any implied or express warranties or conditions of fitness for a particular purpose and merchantability.
Seller's liability for nonconforming Products is exclusively limited, at Seller's option, to replacement of the defective Products or refund of the purchase price of such Products. Seller’s liability for any defective or negligent service is limited to Seller re-performing the service or a refund of an amount not to exceed the amount paid for the service, or, if the services were provided free of charge, to pay an amount not to exceed the amount paid for the Products to which the services related in the 12 months prior to the event of the liability.
8. LIMITATION ON LIABILITY
In no event will seller be liable for direct incidental, special or consequential, indirect, exemplary or punitive damages from any cause or for any reason whatsoever, irrespective of whether the claim arises from actual or alleged breach of warranty, indemnification, breach of contract, negligence including product liability, contribution or any legal theory and in no event will seller be liable for lost profits, costs or losses not associated with direct physical damage to property for any claims made under or related to the sale of products or services to buyer. in no event shall seller’s liability for direct physical damage or loss of any type exceed the purchase price of the products or services that are the subject of any claims made by buyer.
Buyer agrees to defend, indemnify and hold Seller, its officers, directors, agents, and employees harmless from all claims, demands, actions and causes of action relating to personal injury or property damage to third parties, including lawyer's fees and actual costs (“Claims”) incurred as a result thereof, to the extent of its negligence or arising after delivery of the Products to Buyer. Seller agrees to defend, indemnify and hold Buyer, its officers, directors, agents, and employees harmless from Claims to the extent of its gross negligence.
Buyer understand that Seller has a no return policy, all items are final sale unless of a manufactures recall.