SELLER’S ACCEPTANCE OF BIDS, QUOTES, OFFERS, PURCHASE ORDERS, COST ESTIMATES, AND COUNTEROFFERS FOR PRODUCTS, SERVICES, OR MATERIAL (“PRODUCTS”) IS CONDITIONAL ON THE PERSON, FIRM, OR COMPANY ORDERING PRODUCTS’ (“BUYER”) ASSENT TO THESE TERMS AND CONDITIONS OF SALE (“TERMS”). Seller will not be bound by any different or additional terms or conditions proposed or submitted by Buyer, regardless of form, unless expressly and specifically agreed to by Seller in writing. No conduct on the part of Seller, including but not limited to, (i) acceptance of a purchase order without expressly rejecting any Buyer pre-printed or standard terms or conditions reflected therein; (ii) delivery of Product; or (iii) acceptance of payment for Product, will constitute acceptance by Seller of such different or additional terms or conditions.
Purchases are subject to current credit approval and to these Terms. Prices quoted are valid for 14 days or until stated expiration date on quote. Changes in the quantity, payment terms, shipping destination or special handling that differs from quote may result in price adjustments. All Products quoted as stock are subject to changes in availability without notice. Unless otherwise agreed by Seller in writing, payment of invoices is due within 30 days of the invoice date. Seller retains a security interest in all Product until the invoice is paid in full. Good faith dispute of invoice must be made in writing within 15 days of invoice date, regardless of payment terms binding sale of Products. Invoices must be disputed per line charge; all non-disputed charges are due and payable per payment terms. Invoices not paid when due are subject to interest charges fixed at the higher of 10% per annum or the highest interest rate allowed by applicable law on the unpaid balance from due date until paid. Return of Products requires prior written authorization by Seller and not all Products are returnable. Cancellation and/or restocking fees may be imposed by Seller or the Product manufacturer. All shipping and performance dates are approximate. From time to time, Seller may designate certain Products as non-cancelable, non-returnable, non-reschedulable (“NCNR”). All NCNR Products are subject to the following restrictions: (i) purchase orders accepted by Seller for NCNR Products cannot be canceled for any reason; (ii) NCNR Products cannot be returned for any reason other than a manufacturing defect or nonconformity subject to the terms of any manufacturer warranty applicable to the NCNR Products; and (iii) the shipment date requested by Buyer for the NCNR Products cannot be rescheduled by Buyer. All Products are deemed accepted unless Buyer notifies Seller of any nonconformities or defects within 30 days from the date of receipt of the Products. Unless otherwise agreed by Seller in writing, to the fullest extent permitted by applicable law, title and risk of loss transfers to Buyer when Products are consigned to the carrier and it is Buyer’s responsibility to file any claim against the carrier. Prices quoted are exclusive of all goods and services tax/harmonized sales tax, Quebec sales tax, provincial sales tax and any other local taxes or charges applicable to the sale of the Products, duties, export fees, transportation and freight charges. Seller part numbers are for reference only. Seller reserves the right to ship functionally equivalent Products from any manufacturer without prior notice to the Buyer.
Seller shall not be liable for any delay of performance or nonperformance by Seller to the extent that such performance is rendered impossible by (i) strike, fire, flood, governmental acts or orders or restrictions; (ii) epidemic, disease, or pandemic; (iii) failure of Seller’s suppliers; or (iv) any other reason where failure to perform is beyond the reasonable control of and is not caused by Seller’s negligence.
All sales are governed by, and the rights and obligations of the parties shall be construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to principles of conflicts of law. Any dispute, controversy or claim arising out of or in connection with these Terms, shall be solely and finally settled by arbitration in accordance with the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. The number of arbitrators shall be one. The seat of arbitration shall be Toronto, Ontario. The language of arbitration shall be English. Any award or determination of the arbitrator shall be final and binding upon the parties. Notwithstanding the foregoing, Seller may institute a proceeding for collection of any amount due from Buyer hereunder in any court of competent jurisdiction in the Province of Ontario, in which case Buyer hereby consents to the exclusive jurisdiction of such courts.
If any part or provision of these Terms is determined to be invalid, or unenforceable, this shall not affect the validity or enforceability of the remaining provisions of these Terms, which shall remain in effect.
SELLER DISCLAIMS AND SPECIFICALLY EXCLUDES ALL WARRANTIES, EXPRESS OR IMPLIED, ON PRODUCTS SOLD BY SELLER, INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY STATUTORY WARRANTY OR CONDITION OF MERCHANTABILITY, DURABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER BY SELLER IN NO WAY AFFECTS THE TERMS OF ANY WARRANTY PROVIDED BY THE MANUFACTURER OF THE PRODUCTS OR THE PROVIDER OF SERVICES SOLD BY SELLER. SELLER DOES NOT PROVIDE ANY WARRANTY IN CONNECTION WITH PRODUCTS THAT ARE NOT MANUFACTURED BY SELLER.
Failure to give Seller written notice of any claim related to the Products within 30 days after Buyer's receipt of the Products shall constitute a waiver by Buyer of all such claims, including claims for damaged or defective goods, shortage, negligence or any other cause whatsoever. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER’S LIABILITY ARISING OUT OF OR RELATED TO THE SALE OF THE PRODUCTS, WHETHER IN CONTRACT, TORT, UNDER ANY WARRANTY, EXTRA-CONTRACTUAL LIABILITY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF THE AMOUNT OF THE PURCHASE PRICE PAID BY BUYER TO SELLER FOR THE PRODUCTS AT ISSUE, OR THE REPAIR OR REPLACEMENT OF THE PRODUCTS AT ISSUE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS. No action, regardless of form, arising out of the transactions under these Terms may be brought by Buyer more than one (1) year from the date the cause of action was discovered or should have been discovered, whichever occurs first.
Unless governed by a separate and specific written agreement executed by an authorized representative of both Buyer and Seller, these Terms, together with, Seller’s written bids, quotes, offers, purchase orders, costs estimates and counteroffers, constitute the entire agreement with respect to the sale of Products by Seller to Buyer, and shall supersede all prior agreements and undertakings, both written and oral, among the parties with respect to Products.
Buyer and Seller have required that these Terms and all documents and notices relating to these Terms be drawn up in the English language. Les parties aux présentes ont exigé que le présent contrat et tous autres contrats, documents ou avis afférents aux présentes soient rédigés en langue anglaise.
THE POWER TO CONNECT