STANDARD TERMS AND CONDITIONS OF SALE
BY ACCEPTING THE GOODS ACCOMPANYING THE INVOICE, BUYER EXPRESSLY
ACKNOWLEDGES ITS AGREEMENT TO THE 'STANDARD TERMS AND CONDITIONS
OF SALE' SET FORTH.
NO AGENT, EMPLOYEE, OR REPRESENTATIVE OF SELLER HAS ANY AUTHORITY
TO ALTER OR DELETE ANY TERM OR CONDITION OF THIS CONTRACT.
STANDARD TERMS AND CONDITIONS OF SALE
1. Acceptance and Cancellation of Orders. All prices are in US funds.
Unless otherwise stated in buyer’s Purchase order, all parts
shipped are new, unused. Any contract for the sale of goods made
between Buyer and Seller may be cancelled by Buyer only upon the
advance written consent of Seller (which it may withhold in its
sole discretion, as all parts are purchased specifically for the
buyer). Otherwise once a buyer’s PO is confirmed, all orders
are non-cancelable and non-refundable.
2. Delivery. All prices quoted and goods shipped are Freight Collect.
Title to and risk of loss of all goods shall pass to Buyer when
the goods are placed by Seller in possession of a common carrier
selected by Seller for shipment to Buyer. Unless expressly provided
otherwise on the front of this Contract, Buyer shall pay all freight,
handling, delivery, and insurance costs for the shipment of goods.
3. Force Majeure. Seller is excused from performance of any obligations
and shall not be liable for delays in delivery or for failure to
perform if its failure or delay of performance is caused by events
or conditions beyond Seller's reasonable control, including without
limitation, acts of God, acts of the public enemy, quarantine restrictions,
expropriation or confiscation of facilities, compliance with any
order of any governmental authority, industrial disturbances, blockades.
In the event of any delay, the contractual date of delivery, if
any, shall be extended for a period equal to the time lost as a
consequence of the delay without penalty to Seller.
4. Payment Terms. Buyer shall pay for the goods in full, without
offset or deduction, within the time frame and in the manner set
forth on the front of this Contract.
5. Limited Warranty. Subject to Section 6, Seller warrants that
it has title to the goods and that the goods generally conform to
the descriptions, if any, on the front page of this Contract. The
term manufacturer (Mfr) refers to the original manufacturer of the
product when identified. All products are new (Unused). THE FOREGOING
WARRANTIES ARE SELLER'S EXCLUSIVE WARRANTIES, AND THE GOODS SOLD
UNDER THIS AGREEMENT ARE SOLD "AS IS". EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO REPRESENTATION OR WARRANTY
OF ANY KIND. Buyer acknowledges that Seller is acting solely as
a third party distributor of the goods covered by this Invoice.
Seller makes no representation, covenant, or warranty with respect
to the extent or enforceability of the manufacturer's warranty.
6. Limitation of Liability.
a. Within 30 days after receipt of each shipment of goods, Buyer
shall have the right to examine and test the goods to determine
if there is any damage or defect. Failure of Seller to receive written
notice of any such claim within the applicable time period shall
be deemed an absolute and unconditional waiver by Buyer of the claim.
b. BUYER'S EXCLUSIVE REMEDY SHALL BE FOR DAMAGES AND SELLER'S TOTAL
LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING OUT OF ANY
CLAIM WHATSOEVER SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF
THE GOODS. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DIRECT, INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RESULTING
FROM ANY CLAIM.
7. Returns. Buyer may return to Seller any goods that are damaged
or defective solely by obtaining a Return Material Authorization
("RMA") from Seller within 30 days of receipt of the goods.
Buyer must return to Seller the damaged or defective goods within
the period set forth in the RMA. The RMA number must be listed on
all packaging containing goods returned to Seller. If Buyer does
not request from Seller an RMA within 30 days of receiving the goods
to be returned, or requests an RMA for goods that are not damaged
or defective, Seller may, at its sole discretion, refuse to issue
an RMA for return of the goods.
8. Taxes. Seller's prices do not include sales, use, excise, or
other similar taxes. Accordingly, Buyer shall pay, in addition to
prices specified by Seller, all local, state, and federal taxes,
including all sales, use, excise, or other similar tax, payable
with respect to the goods or the transactions contemplated herein.
9. Installation. Buyer is solely responsible for the installation
and operation of the goods, including without limitation, obtaining
all permits, licenses, or certificates required for the installation
or use of the goods.
10. Integration and Assignment. This Contract records the final,
complete, and exclusive agreement between the parties with regard
to the subjects addressed in it and supersedes any and all prior
or contemporaneous oral or written agreements between them regarding
the same. No course of prior dealings between the parties and no
usage of the trade is relevant to supplement or explain any term
used in this Contract. Acceptance or acquiescence in a course of
performance rendered under this Contract is not relevant to determining
the meaning of this Contract even though the accepting or acquiescing
party had knowledge of the nature of performance and opportunity
for objection. An amendment or modification of this Contract will
be valid and effective only if it is in writing and signed by both
Buyer and Seller. Any assignment by Buyer of this Contract or any
rights in it, without Seller's advance written consent, shall be
11. Buyer's Terms and Conditions. Goods furnished and services rendered
by Seller to Buyer are sold only on the terms and conditions stated
herein. Notwithstanding any terms or conditions on any document
of Buyer, the information and conditions on this document are controlling
over Buyer and Seller. Any different or additional terms or conditions
contained on Buyer's purchase order, invoice, confirmation, or any
other Buyer generated document are specifically objected to by Seller.
Seller's performance of any contract is expressly made conditional
on Buyer's agreement to Seller's terms and conditions contained
in this Contract. Commencement of performance or delivery shall
be for Buyer's convenience only and shall not constitute acceptance
by Seller of Buyer's terms and conditions. If a contract is not
earlier formed by mutual agreement between Buyer and Seller, acceptance
of any goods or services by Buyer shall constitute acceptance by
Buyer of the terms and conditions stated herein.
12. Legal Proceedings. The validity, enforcement, construction,
and interpretation of this Contract are governed by the federal
laws of Canada, excluding the laws of those jurisdictions pertaining
to resolution of conflicts with laws of other jurisdictions.