General Terms and Conditions of Sale
The following terms and conditions of sale shall apply to any sale of goods and services by CharCoat Passive Fire Protection (hereinafter called “CPFP”). Purchaser shall be deemed to have full knowledge of the terms and conditions herein and such terms and conditions shall be binding if either the goods and services referred to herein are delivered to and accepted by Purchaser, or if Purchaser does not within five days from the date hereof deliver to CPFP, a written objection to said terms and conditions or any part thereof.
GENERAL
In the event of any conflict or inconsistency between the terms and conditions of sale herein and the terms and conditions contained in Purchaser’s order or in any other form issued by Purchaser, whether or not any such form has been acknowledged or accepted by CPFP, CPFP’s terms and conditions herein shall prevail. No waiver, alteration or modification of these terms and conditions shall be binding upon CPFP unless made in writing and signed by a duly authorized representative of CPFP. On placement of your order to CPFP, you hereby confirm that you have read and accepted all Terms and Conditions, including all product and performance based warranties.
QUOTATIONS
Unless otherwise stated, CPFP’s quotation shall be null and void, except if accepted by Purchaser within sixty (60) days from the date of quotation.
PRICES / COST OF TRANSPORTATION
All quoted prices are based on the current exchange rates, tariffs and costs of manufacture. Unless otherwise stated in the quotation, quoted prices are subject to change by CPFP with or without notice until accepted by Purchaser’s acceptance. Prices are subject to correction for error. Unless otherwise stated, all prices are EX Works and include domestic packing. Customary methods of transportation shall be selected by CPFP and such transportation will be at Purchaser’s expense. Special methods of transportation will be used upon Purchaser’s request and at Purchaser’s additional expense, providing reasonable notice of Purchaser’s transportation requirements are submitted by Purchaser to CPFP prior to shipment.
TAXES
Prices do not include Goods & Services Tax, Provincial or Municipal sales tax, use, value-added or similar taxes. Accordingly, in addition to the price specified herein, the amount of any present or future sales, use, value-added or similar tax, applicable to the sale of the goods hereunder to or the use of such goods by Purchaser, shall be paid by Purchaser to the entire exoneration of CPFP.
DELIVERY
Delivery schedules are approximate and are based on prevailing market conditions applicable respectively at the time of CPFP’s quotation and CPFP’ acceptance of Purchaser’s order. Delivery shall also depend on the prompt receipt by CPFP of the necessary information to allow maintenance of the manufacturer’s engineering and manufacturing schedules. CPFP may extend delivery schedules or may, at its discretion, cancel Purchaser’s order in full or in part without liability other than to return any deposit or prepayment which is unearned by reason of the cancellation.
FORCE MAJEURE
CPFP shall not be responsible or liable for any loss or damage incurred by Purchaser herein resulting from causes beyond the reasonable control of CPFP including, but without limitation, acts of God, war, invasion, insurrection, riot , the order of any civil or military authority, fire, flood, weather, acts of the elements, delays in transportation, unavailability of equipment or materials, breakdown, sabotage, lock-outs, strikes or labour disputes, faulty castings or forgings, or the failure of CPFP’s suppliers to meet their delivery promises. The acceptance of delivery of the equipment by Purchaser shall constitute a waiver of all claims for loss or damage due to any delay whatsoever.
SHIPMENT/DAMAGES OR SHORTAGES IN TRANSPORT/RISK
Except for obligations stated under “Warranty” herein, CPFP’s responsibility for goods ceases upon delivery to the carrier. In the event of loss or damage during shipment, Purchaser’s claim shall be against the carrier only. CPFP will, however, give Purchaser any reasonable assistance to secure adjustment of Purchaser’s claim against the carrier, providing immediate notice of such claim is given by Purchaser to CPFP. Claims for shortages must be made in writing within five working (5) days after receipt of goods by Purchaser. If CPFP does not receive written notification of such shortages within five working (5) days, it shall be conclusively presumed that the goods were delivered in their entirety. Unless agreed upon otherwise in writing, CPFP reserves the right to make partial shipments and to submit invoices for partial shipments.
TITLE
Title to the goods or any part thereof shall not pass from CPFP to Purchaser until all payments due hereunder have been duly paid in full, except as otherwise expressly stipulated herein. The goods shall be and remain personal or moveable property, notwithstanding their mode of attachment to realty or other property. If default is made in any of the payments herein, Purchaser agrees that CPFP may retain all payments which have been made on account of the purchase price or priced as liquidated damages, and CPFP shall be free to enter the premises where the goods may be located and remove them as CPFP’s property, without prejudice to CPFP’s right to recover any further expenses or damages CPFP may suffer by reason of such non-payment.
LIABILITY
CPFP shall not be liable for and shall be held harmless by Purchaser from any damage, losses or claims of whatever kind, contractual or delictual, consequential or incidental, direct or indirect, arising out of, in connection with or resulting from the sale governed hereby or the goods, including, but without the limitation, manufacture, repair, handling, installation, possession, use, operation or dismantling of the goods and any and all claims, actions, suits, and proceedings which may be instituted in respect to the foregoing.
SHELF LIFE WARRANTY
CPFP warrants that all materials sold by CPFP at date and place of shipment, are of a good marketable quality according to International standards. CPFP’s Materials in sealed unbroken packaging carry various shelf lives (dependent on product) from date of dispatch. If materials are stored in off-site locations (non-CPFP warehousing), strict temperature controls (+5oC to +30oC) for each product must be adhered to, for shelf life warranty continuation.
Should defects in materials develop within this period CPFP will at its discretion replace the defective part or parts. Seller obligation hereunder, shall be limited to such replacement, and shall be conditioned upon seller’s receiving written notice of any alleged defect within ten days after its discovery.
However, the liability of CPFP will be limited at the option of CPFP to any one or more of the following:
In the case of goods, to any one or more of the following:
(A) The replacement of the goods or the supply of equivalent goods to the same value;
(B) The repair of the goods;
(C) CPFP will not be liable to the buyer for any accidental or consequential damages (including without limitation loss of profits).
The buyer shall not make any warranties or representations on CPFP’s behalf to any third party in relation to the Products without the prior written consent of CPFP.
The buyer agrees to indemnify and keep CPFP indemnified on a full indemnity basis for all direct and consequential loss, damages and liabilities (each a “loss”) (whether monetary or capable of being converted into money) suffered by CPFP as a result of or caused by or contributed to by any act or omission or default of the Distributor/Buyer.
Without limiting the generality of the above Clauses, the indemnity extends to all loss that CPFP suffers or may suffer at a later date:
(a) That is of a civil or criminal or penal nature;
(b) That involves increased expenditure or effort in supplying Products to customers;
(c) That is caused by or contributed to by any person for whom the buyer has legal responsibility including without limitation, sub-contractors;
(d) that is not indemnified under any contract of insurance in which the Supplier is interested;
(e) As a result of any breach or default of the buyer;
(f) Arising out of any warranties or representations made by the buyer in relation to the Products and not hereby authorized.
All other warranties, legal, expressed or implied, including but not limited to any expressed or implied warranty of merchantability, of fitness for the intended use thereof or against infringement are hereby expressly excluded.
The applicable warranty ceases to be effective if the goods are altered (including label changes) or repaired other than by persons authorized or approved by CPFP to perform such work. Repairs or replacement deliveries do not interrupt or prolong the term of the warranty. The warranty ceases to be effective if Purchaser fails to operate and use the goods sold hereunder in a safe and reasonable manner and in accordance with any written instructions from the manufacturers.
INSTALLATION
Unless otherwise expressly stipulated, the goods shall be installed by and at the risk and expense of Purchaser. Purchaser shall remain responsible for all aspects of the work including compliance with the local regulations.
RETURNED GOODS
No goods may be returned to CPFP without CPFP’s prior written permission. CPFP reserves the right to decline all returns or to accept them subject to a handling/restocking charge of 20% of the existing invoice value. Even after CPFP has authorized the return of goods for credit, CPFP reserves the right to adjust the amount of any credit given to Purchaser on return of the goods based on the conditions of the goods on arrival in CPFP’s warehouse(s). Credit for returned goods will be issued to Purchaser only where such goods are returned by Purchaser and not by any subsequent owner of the goods. Goods will be considered for return only if they are in their original condition and packaging.
TERMS OF PAYMENT
Unless otherwise stated, invoices on “open account” shipment are payable based on existing Exclusive Agreements. Unless specifically provided, no cash discount shall be available to Purchaser. When cash discount is offered, the discount price is computed from the date of invoice. CPFP does not offer cash discount on Cash on Delivery shipments. Should payment not be made to CPFP when due, CPFP reserves the right, until the price has been fully paid in cash, to charge Purchaser, with interest, on such overdue payments at the rate of eighteen percent (18%) per annum. The charging of such interest shall not be construed as obligating CPFP to grant any extension of time in the terms of payment.
In the case payment terms are “deposit on order and balance on shipping documents or Bill of Lading (or HBOL)”, CPFP reserve the right to take ownership of the goods (in transit or otherwise) and return said goods to factory if deposits are paid, but balance payment is not made on the scheduled or promised date, as stated on the Purchase Order, or withheld for any reason which is not the fault of CPFP. This will result in the loss of deposit.
CHANGES AND CANCELLATION
Orders accepted by CPFP are not subject to changes or cancellation by Purchaser, except with CPFP’s written consent. In such cases where CPFP authorizes changes or cancellation.
THE AGREEMENT
An acceptance and official confirmation of Purchaser’s order by CPFP shall constitute the complete agreement, subject to the terms and conditions of sale herein set forth, and shall supersede all previous quotations, orders or agreements. The laws of British Columbia, Canada shall govern the validity, interpretation and enforcement of these terms and conditions of sale and of any contract of which these terms and conditions are a part.