These Terms and Conditions apply to every sale of Product(s) by the Seller to the Buyer. The Buyer specifically agrees and acknowledges that unless the Seller agrees in writing to a modification of these Terms and Conditions, these Terms and Conditions shall apply and take precedence over any of the Buyer’s Terms and Conditions whether set out in the Purchase Documents or otherwise.
The Seller’s price for the sale of the Product(s) will remain firm until the expiry date of the proposal. The Seller’s quotations do not always include all applicable taxes. These will be calculated and collected according to Revenue Canada Guidelines.
Subject to the approval of the Seller’s credit department, the Buyer shall pay the Seller the 100% price of the Product(s) from the date of the Seller’s invoice. All overdue payments bear interest commencing on the day on which the amount became payable, calculated at the rate of 1.5% per month compounded monthly.
All delivery dates of the Product(s) provided are approximate only and are based on the Seller having received from the Buyer all information required by the Seller to provide the Product(s). All Products(s) shall be EX WORKS. The Buyer has to make arrangement to pick up the Products from the Exworks Location and any or all risk of loss or damage to the Products while in transit shall be borne by the Buyer. Title to the Product(s) shall be pass to the Buyer making payment in full for the Product(s).
The Seller shall supply the Buyer with the documentation specified in the Seller’s quotation. Any additional copies of the documentation or the supply of the documentation on alternative media will be provided by the Seller to the Buyer at the Seller’s price then in effect.
The Buyer shall be responsible for transporting, receiving, storing, installing, starting up and maintaining all product(s). In the event, the Seller may, at its option, provide Services to assist the Buyer in the supervision of installation of the product(s) at a price to be agreed to between the Buyer and the Seller.
The Seller shall be excused from the performance of any term or condition of this sale when and to the extent that the performance is delayed or prevented by any cause beyond its reasonable control including, without limitation, acts of God, wars, riots, fire, labor unrest, inability to obtain materials or components, explosions, accidents, government requests, laws, regulations, orders, or actions. If such an event occurs, the delivery date and the price of the Product(s) to be provided by the Seller may be revised by agreement made between the Buyer and the Seller or the Seller may at its option cancel the sale of the Product(s) in which case the Buyer will pay the Seller any and all losses, damages, dismantling, restocking fees, and any other costs or expenses incurred by the Seller arising from such a termination.
In the unlikely event the Buyer may terminate or suspend its purchase of any and all of the Product(s) and provided that it pays the Seller for any and all losses, dismantling, restocking fees and any other costs or expenses arising from such termination or suspension. The Seller shall have the right, in addition to any other remedy, to either terminate its agreement to sell the Product(s) or suspend further deliveries of the Product(s) or provision of the Services to the Buyer in the event the Buyer fails to make any payment required to be made to the Seller as and when due.
Subject to the limitations of liability and remedies set out in Section 11, the Seller warrants its Product(s) as follows:
The Seller shall not be liable for any kind of consequential damages including loss of anticipated profits, loss of use of equipment or any associated equipment, the loss of product from the Buyer’s facility(s) or the loss of capital however caused. The Buyer agrees that the Seller’s sole and exclusive liability for all losses and damages arising out of or connected in any way with the Product(s) provided by the Seller shall be limited to the repair, correction, or replacement of the Product(s) and/or Services in accordance with the terms of the limited warranty set out in Section 10 herein. The Buyer further agrees that the Seller’s total liability arising out or connected in any way with the provision of the Product(s) is limited to the value of the Product(s) and/or Services provided by the Seller under this Agreement.
The Seller agrees to protect, defend, and indemnify the Buyer, its respective officers, directors, employees, and consultants from and against any and all claims, demands, losses, causes of action, liability and costs (including all legal costs and attorney fees) of every kind and nature arising out of or connected in any way with damage to property, personal injury or death of the Buyer’s employees, or third parties alleged to have been caused by any act or omission of the Seller connected with the Product(s) provided by the Seller. The Buyer agrees to protect, defend and indemnify the Seller, its respective officers, directors, employees, and consultants from and against all claims, demands, losses, causes of action, liability, and costs (including all legal costs and attorney fees) of every kind and nature arising out of or connected in any way with damage to property, personal injury or death of the Seller’s employees, or third parties alleged to have been caused by any act or omission of the Buyer.
The Buyer shall provide at its expense property damage insurance for “all risk” builder’s risk insurance covering all its property based on full replacement cost value without depreciation which will name the Seller and any manufacturer of the Product(s) as additional insureds with a waiver of subrogation against all insured parties thereunder.
Buyer shall not assign its rights or obligations under the Agreement without Seller’s prior written consent.
There are no understandings, agreements, or representations, express or implied, not specified in this Agreement.
No action, regardless of form, arising out of transactions under this Agreement, may be brought by either party more than two (2) years after the cause of action arose.
This is document / revision is SCI_TC_07242022.
Strataa Controls Inc., an ISO 9000-2015 certified company, headquartered in Edmonton, Alberta, Canada, are leading suppliers of a broad range of High-quality Field Instrumentation products. Owned and operated by professionals with decades of experience in Instrumentation and Process Controls, we specialize in providing right Instruments to best suit your specific application needs in Pressure, Temperature and Level measurement.