Sales Terms and Conditions
Polyrheo Canada General Terms and Conditions of Sales
ACCEPTANCE AND ENTIRE AGREEMENT
This contract, including the terms and conditions of any attachments herein, contains the complete and final agreement between Polyrheo Canada (Seller) and Buyer. The terms and conditions of any acknowledgment, or other form submitted by buyers or reference herein to buyer bids or proposals, shall not affect the terms and conditions of this contract, insofar as there may be any conflict between them.
Seller shall not be required to deliver, at any time, more than the quantity specified in each purchase requisition.
Seller shall not be bound to tender delivery of any quantities for which the Buyer has not given shipping instructions. Each delivery hereunder shall be regarded as a separate transaction, without reference to any other delivery. Should Buyer be in default with respect to any of the terms and conditions of this or any other contract with Seller, Seller may, at their discretion, defer further deliveries hereunder until such default is remedied. Or without prejudice to any other legal remedy, Seller may refuse to make further deliveries hereunder.
If Seller provides transportation equipment or absorbs any portion of the freight charges, Seller retains the right to designate carriers and routing. Where the terms herein provide for Buyer to absorb any portion of the freight charges, the freight charges will be those legally due and payable for the shipment. Seller’s weights, taken at shipping points, shall govern.
Title and risk of loss in all goods sold hereunder shall pass to the Buyer, upon Seller’s delivery to carrier at shipping point.
HANDLING AND UNLOADING
Buyer acknowledges that goods may require special handling, storage, transportation, treatment or use to comply with applicable safety and environmental laws, and will take all reasonable action to comply with these laws, to avoid spills or other dangers to persons, property or the environment. Buyer will use all reasonable efforts to unload, and any demurrage and/or detention charges are to be paid by the Buyer.
Seller may defer shipments, alter payment terms, or terminate this contract if Buyer fails to pay any invoice in accordance with the terms and conditions of this contract. Seller 2 may require cash payments or satisfactory security for future deliveries, if Buyer’s financial responsibility becomes unsatisfactory to Seller. Buyer agrees to pay all costs, including reasonable attorney’s fees, incurred by the Seller, in the collection of any sum payable by the Buyer to the Seller, or in the exercise of any remedy.
Seller warrants that the goods will conform to the attached specifications and will convey good title thereto, and that such goods shall be delivered free from any lawful security interest, lien, or encumbrance.
DISCLAIMER OF WARRANTIES
EXCEPT AS SET FORTH ABOVE, SELLER MAKES NO WARRANTY OF MERCHANT- ABILITY OR FITNESS FOR A PARTICULAR APPLICATION, NOR IS THERE ANY OTHER EXPRESS OR IMPLIED WARRANTY. Buyer acknowledges the use of its own skill and expertise in the selection of the product and does not rely to form the basis of the bargain on any oral or written statements, representation, or samples made or presented to Buyer prior to or concurrent with the execution of this contract. Seller assumes no liability for technical advice given to Buyer on the use of the goods purchased hereunder, and Buyer agrees that such advice will be used at its own risk.
LIMITATION OF REMEDIES AND LIABILITY
Buyer’s exclusive remedy for any cause of action is expressly limited at Seller’s option to replacement of or repayment of the purchase price for the goods with respect to which damages are claimed. Seller shall not be liable, and Buyer waives all claims against Seller, for incidental and consequential damages based upon negligence, breach of warranty, strict liability in tort or any other cause of action. All claims for any cause, including alleged defective goods, non-delivery, shortage or other cause, shall be made within fifteen (15) days after Buyer learns of the alleged defect or shortage and in all cases shall be deemed waived unless made in writing within thirty (30) days of Buyer’s receipt of the goods.
Buyer shall indemnify Seller against all claims, loss, liability and expense on account of any injury or death of persons (including Buyer’s employees or damage to property) arising from Buyer’s unloading, storage, handling, or use of the product, except for the portion of damages attributable to Seller’s negligence. This indemnity obligation of the Buyer will survive termination of this contact.
HEALTH AND SAFETY
It shall be the responsibility of the Buyer to comply and advise its customers to comply with the health and safety requirements for each of the goods sold hereunder, as specified in Seller’s published Material Safety Data Sheet for such product, and to ensure that any user of any such product avoids, without limitation, any frequent or prolonged contact with the product. Seller accepts no responsibility for any consequences arising from failure to comply with such health and safety requirements or arising from such contact.
In the event of war, fire, flood, labor trouble, breakage of equipment, accident, riot, action of governmental authority and laws, rules, ordinances and regulations, act of God, or contingencies beyond the reasonable control of Buyer or Seller, interfering with the production, supply, transportation, or consumption practice of the party at the time respecting the goods covered by this contract, or in the event of inability to obtain, on terms deemed by the Seller to be practicable, any raw material (including energy source or power) used in connection herewith, quantities so affected shall be eliminated from this contact without liability, but the contact shall otherwise remain unaffected.
Buyer may not assign its right or delegate its performance hereunder without the prior written consent of the Seller.Any attempted assignment or delegation without such consent shall be void.
The validity, interpretation and performance of this contract and any dispute connected herewith shall be governed and construed in accordance with the laws of the Province of Quebec.
Failure of either party to exercise any of their rights under this contract upon one occasion shall not waive their right to exercise the same on another occasion.
Any modification of this agreement by the Buyer, and additional or different terms included in Buyer’s purchase order, any other document responding to this offer, or subsequent documents, purchase orders or acknowledgment requests provided by Buyer relating to this contract after its execution shall be null and void ,whether signed by Seller or not. The terms and conditions herein may only be modified by an amendment, expressly stated as such, signed by both parties. By ordering for shipment the goods herein, Buyer agrees to all terms and conditions contained in this document.