GENERAL TERMS AND CONDITIONS OF SALE
The following terms and conditions of sale shall apply to any sale of goods and services by DSB Industrial Inc. (hereinafter called “DSB”). Purchaser shall be deemed to have full knowledge of the terms and conditions herein and such terms and conditions shall be binding Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by DSB.
1. Taxes
All prices will be subject to all applicable sales taxes, goods and services taxes and any other present and/or future taxes imposed and/or levied by any governmental authority with respect to Product(s) and the sale thereof. The amount of all such taxes, in the absence of an express provision to the contrary, will be add to the priced payable by the Buyer to the Seller and will form part thereof.
2. Incomplete Order
Any portion of an order which is not filled and shipped as a result of a lack of inventory or for any other reason, beyond the control of the Seller will nevertheless be retained as an order and delivered as soon as possible unless the Seller notifies the Buyer that the Product(s) cannot be delivered at a later date, in which even the Seller will not incur any liability whatsoever to the Buyer as a result of its failure to deliver.
3. Delivery Date & Shipping
Shipments will be sent as stipulated on the purchase order, unless otherwise agreed in writing. Shipments are F.O.B. Seller’s shipping point. Shipments will be sent collect and using the Sellers’s choice of transport, unless otherwise specified in writing prior to shipment. Title and risk of loss of goods subject to this agreement shall pass to Purchaser upon delivery to carrier at point of shipment whether or not freight is prepaid by Seller. Any quoted delivery time is approximate and the extension of delivery time shall not be cause for termination of this agreement unless such delay is unreasonable and due to the gross negligence or intentional act of Seller. If Seller tenders the goods for delivery to Purchaser, and so notifies Purchaser, Purchaser will immediately take delivery. Purchaser agrees to furnish adequate facilities for the receipt and unloading of goods. Seller may store goods so tendered, but not accepted for the amount and risk of the Purchaser and invoice Purchaser for the purchase price of the goods.
4. Claims, Returns & Cancellations
Claims by Purchaser must be made promptly upon delivery of shipments (which shall be deemed the invoice date) and Seller given an opportunity to investigate. All claims are deemed waived and Purchaser accepts such goods if objection is not made in writing within eight days after delivery. Written authorization must be obtained by Purchaser from Seller before Seller can accept returned goods.
Cancellation or modifications of orders in whole or part, without the Seller’s prior written consent and the Buyer expressly waives and renounces to any unilateral right of cancelation which may be granted to it by law or otherwise.
5. Contingencies
Contracts and shipments are subject to strikes, acts of God, accidents, machinery breakdown, delays of carriers or suppliers, governmental acts, or any other cause, similar or dissimilar, beyond Seller´s reasonable control. Seller may, during period of shortage however caused and without liability, prorate its goods among its customers in such manner as Seller may deem fair and practicable
6. Specifications
Seller may substitute goods on any order accepted by Seller, provided such goods substantially conform to the descriptions herein. The goods to be sold hereunder are subject to standard manufacturing variations and tolerances.
7. Buyers Recourse
If Product(s) supplied to the Buyer are not in compliance with the order, the Buyer will give written notice thereof to the Seller. Non-complying Product(s) will be kept by the Buyer so as to allow their inspection by the Seller and the Seller’s liability with respect to such non-compliance will be limited to the replacement of the Product(s) subject to the return of the non-complying Product(s) or if the Seller so chooses, to the reimbursement of the sales price of the non-complying Product(s). Under no circumstances, will the Seller be liable for the cost of any added value to non-complying Product(s), nor for specific damages, direct or indirect, wherever they may be and arising and/or resulting from the fact that the Product(s) which were delivered were not in conformity or compliance with the order.
8. Price & Payment
The price shall be the amount Quoted by DSB. Quotations and prices are for the periods of time specifically stated in a written quotation and in all cases are subject to prior sale of the described goods. If no time is stated, then quotations and prices are subject to change without notice. Orders based on a quotation are not binding on Seller until accepted in writing by an authorized officer at Seller´s Hamilton, ON Office.
Credit terms may be offered subject to satisfactory credit vetting of the Buyer by DSB. The offer of credit will be at the sole discretion of DSB. Where credit is offered payment of the price and any other applicable costs shall be due within 30 days of receiving the shipment, unless otherwise agreed in writing. In cases where credit is not offered payment will be required before release of goods. The Seller shall be entitled to charge interest from and after the due date at the rate of 18% per annum, or the highest legal rate.
If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to: require payment in advance of delivery of future orders, If collected through court, probate or bankruptcy proceedings, or if placed in the hands of an attorney for collection. Seller shall be entitled to recover reasonable attorney´s fees and court costs. If the financial position of Purchaser becomes, in Seller´s judgment, weakened or if Purchaser shall fail to comply with any provisions hereof or fail to make payments in accordance with the terms hereof or of any other agreement between Purchaser and Seller, Seller may at its option, defer further shipments or, without waiving any other rights it may have, terminate any agreement between Purchaser and Seller. We, DSB Industrial Inc., on the sale or consignment to any buyer of any articles subject to drawback hereby reserve the right to claim drawback in any and every case where drawback is applicable, and this statement shall provide evidence that such reservation was made.
9. Limited Warranty
THE FOLLOWING ARE IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Seller warrants that the goods will substantially conform to written specifications, if any, delivered to Purchaser and signed by Seller, and that at the time of delivery Seller will have title to the goods free and clear of any and all liens and encumbrances. These warranties are the only warranties made by Seller and can only be amended by written instrument signed by an officer of Seller. Except as otherwise provided in this Paragraph; Seller makes NO WARRANTY as to goods not manufactured by Seller. Seller, to the extent permitted by its contracts with its suppliers, shall assign to Purchaser any rights Seller may have under any warranty of its suppliers. It is understood that any descriptions, statements, technical advice or service rendered in connection with the order, installation or use of goods described hereby is given gratis and Seller makes NO WARRANTY and Seller assumes no obligation or liability for such descriptions, statements, advice or service or the results obtained.
10. Indemnity
Purchaser agrees to indemnify Seller for any and all liability resulting from the transportation, storage or use of the goods, including liability resulting from Seller's actions, whether negligent or intentional, except that Purchaser shall not be required to indemnify Seller against liability caused solely by the actions of Seller if (i) written notice of any claim based thereon is given to Seller within 15 days of such claim, (ii)the goods deemed to be the subject of such claim are returned to Seller, or reasonable opportunity for testing and inspection given, and (iii) Seller is given the opportunity to direct the defense of any action resulting there from hereof without modification if written specific objection is not made prior to shipment. Conflicting printed terms on a purchase order or acknowledgement used by Purchaser shall be deemed not to constitute such specific objection. Failure of either party to enforce any right hereunder shall not waive any rights in respect of other or future occurrences.
11. Agreement
These General Terms and Conditions of Sale are subject to change, any order placed after notice of change will be subject to the revised terms and conditions.
