STANDARD TERMS AND CONDITIONS OF SALE
1. GUARANTEE
The Company warrants all equipment manufactured by it to be free from defects in workmanship and material provided that such equipment was properly selected for the service intended, properly installed, and not misused. Equipment which is returned transportation pre-paid to the Company’s originating factory within the 18 month period after the date of the original packing slip, or 12 months from the date of installation, (whichever is earlier) and is found by the Company’s inspection department to be defective in workmanship or material will be repaired or replaced at the Company’s option, free of charge and return-shipped lowest cost transportation pre-paid. With the exception of the warranty set forth above, the company makes no express or implied warranties, no warranty or merchantability, no warranty of fitness for purpose, and no other warranties which extend beyond the description of the face hereof. The company shall be liable only for loss or damage directly caused by it’s sole negligence.
The Company’s liability on any claim of any kind, including negligence, for any loss or damage arising out of, connected with or resulting from this contract or from this contract or from the performance or breach thereof or from the design, manufacture, sale, delivery, resale, installation, technical direction of installation, inspection, repair, operation or use of any equipment covered by or furnished under this contract shall in no case, exceed the price allocable to the equipment or unit thereof which gives rise to the claim and shall terminate one year after shipment of the equipment by the Company.
In no event, whether as a result of breach of contract or warranty or alleged negligence, shall the Company be liable for special consequential damages, including, but not limited to loss of profits or revenue, loss of use of the equipment or any associated equipment, cost of capital, cost of substitute equipment, facilities or services, down time costs or claims of customers of the Purchaser for such damage.
2. DELIVERY
Delivery of equipment shall be ex-works at the Company factory, warehouse or office selected by the Company, and at which time risk or loss shall pass to the Purchaser. The Company shall have the right to deliver all of the goods at one time or in portions from time to time.
The Company shall not be liable for any delay in the production, delivery, supervision or installation of any of the equipment covered hereby if such delay shall be due to one or more of the following causes: fire, strike, lockout, dispute with workmen, flood, accident, delay in transportation, shortage of fuel, inability to obtain material, war, embargo, demand or requirement of any government or war activity, or any other cause whatsoever beyond the reasonable control of the Company. In the event of any such delay, the date or dates for performance hereunder by the Company shall be extended for a period equal to the time lost by reason of the delay.
Scheduled delivery time is in effect from receipt date of approved data sheets and construction drawings as applicable.
3. DAMAGE OR LOSS
The Company shall not be liable for damage to or loss of equipment after delivery of such equipment.
4. DETECTION
Unless Purchaser gives the Company written notice of each defect or irregularity, whether patent or latent, in an item equipment within three (3) business days after actual receipt by Purchaser, it shall be conclusively presumed between Purchaser and Company that each item of equipment was delivered complete and in good repair, without any defects, and the Purchaser has accepted it as an item of equipment described on the face hereof and conforming thereto; and it is specifically agreed between Purchaser and the Company that three (3) business days after actual receipt by Purchaser of an item of equipment is reasonable time for Purchaser to inspect and give notice as herein provided.
5. TAXES
The amount of all present or future taxes and governmental charges upon labor or the production, shipment, sale, installation or use of the equipment covered hereby shall be added to the price and paid by the Purchaser.
6. TERMS OF PAYMENT
Subject to approval and continuance of approval of credit by the Company, terms of payment are as follows: (a) In the case of equipment for destination within Canada – thirty days net from date of invoice. (b) In the case of equipment for destination outside of Canada – Payment in full is due prior to shipment. All payments shall be legal currency of Canada. Acceptance and endorsement by the Company of an instrument for less than the full amount which the Company claims to be due shall not be deemed to be an admission of payment in full and any conditions to the contrary which are noted on such an instrument shall not be binding on the Company. Prices are subject to correction for error. Interest will be charged on any late payment from the due date until the payment is received at a rate of 2% per month.
7. OVERTIME
It is contemplated that any installation or supervision labor and services agreed on the face hereof to be performed by the days. If for any reason the Purchaser requests the Company to furnish any such labor or services outside of such regular working hours, any overtime of other additional expense occasioned thereby shall be billed to and paid by the Purchaser as an extra.
8. TERMS OF SALE
All Company proposals, all acceptance of Purchaser’s orders, and all sales by the Company are Company are to be performed during regular working hours on regular working expressly limited to, and expressly made conditional upon the Purchaser’s acceptance of and assent to the Standard Terms and Conditions of Sale as set forth herein and any additional terms and conditions on the face of this proposal, notwithstanding receipt of, or acknowledgment of, the Purchaser’s order form or specifications containing additional or different provision, or conflicting oral representation by any agent or employee of the Company. No waiver, change or modification of any terms or conditions on the face or reverse hereof shall be binding on the Company unless made in writing and signed by an officer or authorized manager of Company.
9. TITLE
Title to the goods shall remain with the Company until payment for the goods in collectible funds has been received by the Company.
10. AUTHORITY OF COMPANY’S AGENTS
No agent, employee or representative of the Company has any authority to bind the Company to any affirmation, representation or warranty concerning the goods offered for sale under this proposal and unless an affirmation, representation or warranty made by an agent, employee or representative is specifically included within the proposal, it has not formed a part of the basis of this bargain and shall not in any way be enforceable by the Purchaser.
11. CANCELLATION
Orders for products not normally in stock, requiring engineering services, or requiring special attention are not subject to cancellation. Particular cases may be considered for a 100% restocking fee.
12. RE-STOCKING
A minimum charge of 35% will be applicable to returns on products able to be restocked. Approval and Sales Return number required prior to returns being accepted. All shipping cost for returned products to Canalta facility will be at clients expense. Returned products will be inspected once received back from client and will be subject to any rework charges before placed back into Canalta inventory. All rework charges will be presented to client prior to invoice. All client cancellation charges and all outstanding invoices must be paid in full before any new PO’s will be accepted for process.
13. CHANGE ORDERS
Fees will be applied on all changes made after order is processed. Charges are based on order value.
14. STORAGE AND MAINTENANCE
Storage options are available for a holding fee, based on space availability. Any maintenance required will incur extra charges. Maximum storage time allowed is 3 months. All product required to be invoiced prior to the storage agreement. Charges for storage and maintenance (if required) will be arranged at the time of storage commencement. Please contact your sales representative for further information. Orders not picked up within one week of the ship date are subject to storage fees.
15. TIME FOR ACCEPTANCE
Quotations do not continue beyond thirty (30) days, except in the case of equipment for destination outside of Canada in which case the time for acceptance shall not continue beyond sixty (60) days, and all quotations are subject to change or withdrawal at any time by the Company without notice.
16. EXECUTION
This quotation is an offer to sell and shall become mutually binding agreement when accepted on the face hereof by the Purchaser or upon receipt of the Purchaser’s order for the equipment and/or services specified on the face hereof.
17. ASSIGNMENT
Any assignment of this contract or any rights hereunder by the Purchaser without written consent of the Company shall be void. Provisions of this contract are for the benefit of the Purchaser and not for any other person.
18. DOCUMENTATION
One copy of a standard Q.C. package, in English, is sent electronically to the customer for any meter run or orifice fitting sent. The standard package includes a copy of the following: AGA or ISO inspection report(s), Hydro test chart and report, X-Ray or other NDE test reports (if applicable), Heat treating instructions and chart (if applicable), MTRs for castings, flanges, pipe, outlets, orifice plate and flow conditioner (as applicable) and the data sheet. Any other documentation required must be requested at the time of sale and is subject to a charge.