SCOPE – These terms and conditions cover the sale of all materials listed or sold by Price Steel Ltd. Hereafter referred to as the Company and it constitutes a contract made in Canada for the sale of goods described herein. The Company and Customer acknowledge that this agreement is the entire agreement between them, and no other agreement, oral, written or otherwise exists other than the ones expressly stated herein.
ACCEPTANCE OF ORDERS – The Company deems this agreement in acceptance of Purchaser’s offer subject to conditions of sale below. Customer orders are accepted subject to satisfactory credit approval. Customer’s order will be filled in accordance with the terms and conditions set out below. The Company at any time, reserves the right without liability or prejudice, to any remedy, delay or stop shipment of all or any apart of the goods at any time, reasonable doubt exists as to the Customer’s financial situation. Delivery may be delayed without liability on the part of the Company, pending such approval. No terms and conditions of sale, on a Customer order at variance with the Company’s terms and conditions of sale shall be binding on the Company, unless specifically agreed to by the Company in writing. No waiver by the Company at any time of one or more of the terms and conditions of sale shall operate or be construed to operate as continuing waiver of such terms and conditions.
DELIVERY OF SHIPMENTS – All shipments are F.O.B. Shipping point, except when noted in writing. On shipments made via common carrier the Company’s responsibility ceases upon delivery of material in good order to the initial Transportation Company. All claims for goods, lost or damaged during transit, shall be entered by the consignee against the carrier. Charges for spotting, handling, storage or other accessory services and demurrage shall be at Customer’s expense.
SHORTAGES OR VARIANCES – Claims for shortages or variances covering material picked up or shipped on our vehicles, etc. will be considered unless presented by the Customer within five days after receipt of goods.
DELAY IN SHIPMENT – Delivery of goods is subject to the availability of stock. The Company will endeavour to do all possible to deliver goods in accordance with delivery date specified. Under no circumstances will the Company be liable for damages of any kind because of its failure to do so.
PRICES – All prices published or otherwise expressed, are subject to change without notice and supersede all previous price lists or understandings. All orders will be invoiced at prices in effect at time of shipment, unless otherwise agreed to by the Company in writing prior to shipment of goods. Material is subject to shipment in whole or in part, at the option of the Company, and each shipment is subject to immediate invoicing. Descriptions or illustrations shown in catalogues used by the Company are also subject to change without notice.
TERMS OF PAYMENT – Invoice showing terms of payment as net 30 days is subject to payment within 30 days from date of invoice. Cash discount if applicable is to be based on the net amount of the invoice before any additions for taxes, transportation or other miscellaneous charges, provided such amounts are shown separately on the invoice.
INTEREST AND COSTS – Interest charges of twenty-four percent (24%) per annum calculated monthly (effective annual rate of 26.82%) will be made on all past-due accounts and the Customer shall fully indemnify the Company for all costs of collection, including without limitation, all legal fees and disbursements on a solicitor and his own client basis.
TAXES – Subject to such goods and services taxes and/or other taxes as are invoiced to the Customer, exemption from taxes is extended to you without prejudice to ourselves to charge you with taxes at any subsequent date should the taxing authorities determine that the material covered by this invoice is taxable.
RETURNED GOODS – Permission must be received prior to returning any goods, or cancellation of order, partial or entire. Any request to return goods must be accompanied by the relevant Price Steel Ltd. invoice number. The Company has the right to refuse to accept return of any goods. Goods which made to order, of obsolete design or used goods will not be accepted for return. Except for test samples, goods which have been processed or cut or altered in any way by Customer will not be accepted for returns. All credits, if and when issued, except in the case of a Company shipping error, will be subject to our normal minimum return charge of 20%.
Final acceptance of returned goods is subjected to examination to determine condition, etc. Goods returned remain the Customer’s responsibility until such time as a credit memo has been issued. The Company will appropriately notify the Customer of a decision to not issue a credit memo. It will be the Customer’s responsibility to advise disposal instructions within five (5) days, otherwise the material will be scrapped.
RESERVATION OF OWNERSHIP – Notwithstanding the forgoing, the goods shall remain the sole and exclusive property of Company until the purchase price is paid in full.
WARRANTY – The Company will accept claims only to the extent of manufacturer’s warranty. The Company will not be liable in contract, tort or otherwise for labour charges or consequential damage, loss costs, claims or expenses in connection with any material sold. The Company’s liability is limited to invoice price paid by Customer, in all circumstances, under this agreement. The forgoing limitation of liability is a condition of sale of the goods at the price or prices quoted and shall apply notwithstanding any defect in or failure or, including the complete failure of any product.
The Company neither assumes nor authorizes any persons to assume for it, any other liability in connection with the sale of goods, except in the cases of express warranties, which may be issued by the Company, in writing from time to time, with respect to particular goods. The Company makes no warranty or representation, whether express or implied, statutory or otherwise, or merchantability or fitness for any particular purpose, conformity to herein specifications and descriptions subject to tolerances and variations consistent with usual trade practices.
NO REPRESENTATIONS – The Customer must rely entirely on its own inspection and knowledge of the goods being purchased, there being no representations, conditions, warranties or collateral contracts made by or on behalf of the Company other than as set for herein.
Where Customer has ordered the Company to perform shaping, cutting or other processing on the goods to meet Customer’s specifications, the Company does not make any representations except that those goods shall meet specifications outlined by Customer and all the processing is completed in accordance with industry trade standards and practises or as specified by Customer. Where Customer has supplied, design for all or any part of goods, Customer agrees to indemnify and hold harmless the Company from and against all loss, damages, expenses, claims, suits and judgments arising, directly or indirectly, from design, installation, maintenance or operation of the goods or any allegation that the goods, or any portion thereof, infringe on any patent, industrial design, or intellectual property. All responsibility and risk is assumed by the Customer, and Customer agrees to indemnify and save harmless Company from and against any liability, loss, costs, damage, claims, and/or expenses in respect to any product whether whole, manufactured or fabricated, incorporated or otherwise under the agreement.
FORCE MAJEURE – Neither party shall be responsible to the other nor non-performance or delay when cases are beyond their control including limitation, any acts or omissions of the other party, acts of civil or military authority, labour strikes, trade actions, lockouts, embargoes, insurrections, or acts of God.
WAIVER, ALTERATION, OR MODIFICATION – No waiver, alternation or modification of any specification, term, warranty or condition applicable to the products and services furnished hereunder shall be binding upon the Company unless made in writing and signed by authorized representative of the Company. Waiver by the Company of any breach of these previous shall not be construed as a waiver of any further or other breach. This agreement is not transferable or assignable by the Customer.