TERMS AND CONDITIONS OF QUOTATION & SALE
This Agreement contains the terms and conditions that apply to the purchase by you ( “Purchaser”) from Hayward Gordon ULC of process pumps, mixers, systems, or other related products and services. By accepting delivery of the process pumps, mixers, systems, other products, and/or services described on the invoice, Purchaser agrees to be bound by and accepts these terms and conditions.
THESE TERMS AND CONDITIONS APPLY UNLESS THE PURCHASER HAS SIGNED A SEPARATE PURCHASE AGREEMENT WITH HAYWARD GORDON ULC., IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN.
1. Other Documents. Other than as specifically provided in any separate formal purchase agreement between the Purchaser and Hayward Gordon ULC., these terms and conditions may NOT be altered or amended by the use of any other document(s). Any attempt to alter or amend this document or to enter an order for product(s) or services and support that are subject to altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Customer and Hayward Gordon.
2. This quotation is a proposal only and is valid for acceptance for 30 days from date hereof. This quotation is not binding on Hayward Gordon Limited (hereinafter called the Company) unless approved by authorized personnel at the Head Office of the Company. Acceptance of orders by the Company will be acknowledged in writing.
3. If the quotation includes equipment, not of the Company's manufacture, the price of such equipment shall be subject to adjustment by the same percentage change as may be made effective prior to the date of shipment.
4. Unless otherwise noted, prices quoted to Canadian customers are in Canadian dollars. Prices quoted to U. S. customers are in U.S. dollars. Prices quoted to customers in other countries will be in funds stated on the quotation and invoice. All payments, irrespective of currency, will be payable at par in Toronto.
5. Terms of payment are: Net 30 days from date of shipment or notification of ability to ship: Shipping terms are ExWorks, (ExW) Mississauga, Ontario. Unless otherwise stated on Customer's P.O. each shipment will be insured for full value. All sales taxes are extra unless noted otherwise.
6. This quotation and any contract resulting therefrom, including the terms of payment specified, are subject to the Purchaser demonstrating and maintaining a credit position satisfactory to the Company up to the date of shipment.
7. The Company endeavours to supply equipment of the highest quality both in materials and workmanship. However, if, within one year from the date of shipment, any part of the equipment manufactured by the Company is proved to have been defective in workmanship or material at time of shipment, the Company shall have the right and obligation to repair such part or, if in its opinion necessary, to furnish ExWorks, a replacement part, provided that written notice is given to the Company immediately upon discovery of such defect. This warranty may be extended by written agreement between the Company and the Purchaser to suit the Purchaser's specific requirements or for specific equipment or portions thereof. Such agreements must be clearly stated in the quotation or other written agreement to be considered valid. Materials supplied are certified to be of specified analysis; however, the materials are not guaranteed against chemical or abrasive attack. The Company reserves the right to require the return of defective parts, freight prepaid, before any claim is recognized. No other warranty or conditions, whether statutory or otherwise, are made, intended or to be implied by the Company, except for its obligation to repair or replace defective parts as provided for above.
No allowance will be made for repairs or alterations on site, unless with the Company's prior written consent or approval. In the event that the products or equipment are altered or repaired by others without prior written approval by the Company, all warranties are void.
The Company shall not be liable in any event for loss of profits or revenue, interest, loss by reason of shutdown or non operation or other delays, increased expense of operation of the equipment, loss of use of power systems, cost of purchase or replacement power, or claims of Purchaser or Customers of Purchaser for service interruptions, environmental damage or any special indirect, incidental or consequential damages arising out of this contract, or any breach thereof or any defect therein, or failure thereof, or malfunction of the apparatus furnished hereunder.
In any event, the liability of the Company with respect to the supply of defective equipment or machinery shall not exceed the purchase price of such equipment or machinery on which such liability is based. For equipment included in this proposal but manufactured by others, the Company will endeavour to assign to the Purchaser the guarantee extended by such manufacturers to the Company.
The Company warranty applies only to the original user. The Company will accept no liability whatsoever for this equipment if resold to a third or subsequent parties unless (1) each new service is reviewed by the Company; (2) the equipment is fully inspected in the Company's plant and (3) a written liability release is supplied by the Company to the third or subsequent parties.
8. Estimated shipping dates will date from receipt by the Company of approved drawings and any other information required for manufacture and are contingent upon fires, floods, strikes, lockouts, riots, sickness or accidents in our works or delays in the works of those supplying material or services to the Company, delays in transportation or any other cause beyond the reasonable control of the Company. Drawings for approval will typically be supplied two (2) to four (4) weeks from receipt of order unless the equipment is to be specially designed, in which case, a mutual agreement will be made on delivery time of approval drawings. The Company shall not be liable for penalties for late delivery except by written agreement at time order is placed.
9. Force Majeure: The Company shall have no liability in respect of failure to deliver or perform or delay in delivering or performing any obligations due to causes such as acts of God, fire, flood, war and civil disturbance or riots, acts of Government, currency restrictions, labour shortage or disputes, unavailability of materials, fuel, power or transportation facilities, failure of supplier or sub-contractor to deliver on time, and every other circumstance outside the reasonable control of the Company.
10. Acceptance of material by common carrier constitutes a waiver of any claim against the Company for delay or damage in transit, or for lost goods.
11. The Company shall retain title to all equipment furnished until full payment has been received. Should the Purchaser default in making any payment when due, the Company will be free to enter the premises where such equipment may be located and remove the same as its property, whatever may be the mode of its attachment to realty or other property, without prejudice to any further claims on account of damage which the Company may suffer by reason of the Purchaser's refusal or failure to surrender the equipment when required to do so. The Company may sell any equipment repossessed as aforesaid, and the Purchaser shall remain liable to the Company for any deficiency.
12. Any additional costs incurred by the Company in special packaging, painting, special tests or inspections which is requested by the Purchaser either orally or in written form, which are additions to the Company's normal procedures and not covered in the Company quotation or Purchaser's original order will be charged to the Purchaser.
13. Claims for damages or shortages must be made within five (5) days after receipt of the material.
14. Payment is not subject to holdbacks except by written agreement at time of order, and, in no case is payment contingent on the Purchaser receiving payment from Purchaser's customer.
15. The Purchaser shall not return any material to the Company for any reason without prior authorization from the Company and without prepaying all transportation costs.
16. All orders, having been accepted by the Company and the Purchaser, shall not be subject to cancellation unless so stipulated by prior written agreement. Revisions and changes to the orders after acceptance shall be made only upon written agreement of the Company, which may be granted, withheld or conditioned upon payment of a cancellation charge at the Company's sole discretion.
17. Any waiver by the Company of any breach of these provisions shall not be construed as a waiver of any other breach.
18. Any dispute arising from an order will be subject to arbitration at a location agreed by both Purchaser and Company.