Terms & Conditions

1. Definitions:

1. “Agreement” means the Buyer’s agreement to purchase the Product(s) from the “Seller”.
2. “Buyer” means the company partnership, person or entity purchasing the Product(s) from the Seller identified in the Purchase Documents.
3. “Product(s)” means the instruments and material of construction being purchased by the Buyer identified in the Purchase Documents.
4. “Purchase Documents” means the documents accompanying these Terms and Conditions which more fully describes the Product(s) being purchased from the Seller, including, as applicable, the Buyer’s request for quotation, purchase orders, and the Seller’s quotation.
5. “Seller” means Strataa Controls Inc.
6. “Order Acceptance” means the date Seller emailed the sales order acknowledgement to the Buyer (or the signing and return of the Buyers Purchase order acknowledgement. In the unlikely event if the acknowledgement has not been issued – Then the date on the customer issued purchase documents.
7. “Invoice Date” means the date Strataa Controls Inc issues the invoice to the customer.
8. “Quotation” means a document issued by Strataa Controls Inc with an identifiable Quotation number wherein it will be identified the models, quantities, and prices.

2. Application:

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.

3. Prices:

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.

4. Terms of Payment:

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.

5. Delivery And Transfer Of Title And Risk:

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).

6. Documentation:

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.

7. Installation:

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.

8. Excuse of performance:

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.

9. Termination And Suspension:

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.

10. Warranty:

Subject to the limitations of liability and remedies set out in Section 11, the Seller warrants its Product(s) as follows:

1. Seller’s Products: The seller will, at its option, repair or replace any defects in materials or workmanship in any Product(s) manufactured by the Seller which appear within the twelve (12) months from the date of the initial installation of the Seller’s Product(s) by the Buyer or eighteen (18) months from the date the Seller’s Invoice whichever is earlier.
2. Re-Sale Products: The product(s) manufactured and provided by the Seller to the Buyer as the Seller’s distributor shall be subject to the manufacturer’s standard warranty. The Buyer agrees that the Seller shall have no liability for correcting any defect in the materials and workmanship in any re-sale Product(s) and that the Seller’s only obligation is to make a reasonable commercial effort to assist the Buyer in making a warranty claim as against the manufacturer’s standard warranty.
3. Services: Any Services supplied by the Seller, including the repair of Product(s) are warranted against defects in workmanship for a period of the earlier of ninety (90) days from the date of the installation of the Product(s) or one hundred and twenty (120) days from the date of the invoice of the product(s) to the Buyer. Any interpretative services provided by the Seller are not warranted either as to the accuracy or correctness of any such interpretations or any recommendations made by the Seller based upon these interpretations.

11. Warranty Exclusions:

1. The Seller does not warrant the performance of any Product(s) provided by it to the extent that the actual operating or other conditions differ from the specifications, information, representation of operating conditions or other data supplied by the Buyer for the purpose of the selection of the Product(s) to be provided by the Seller;
2. This limited warranty shall not apply to any repair or replacement of Product(s) caused by abuse, accidental damage, misuse, improper installation, and improper application, corrosion or inadequate or improper prevention maintenance of the Product(s);
3. EXCEPT AS EXPRESSLY PROVIDED HERIN, THERE ARE NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND EXPRESS OR IMPLIED, AS TO MERCHANTIBILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO THE PRODUCT(S).

12. Limitation Of Remedy And Liability:

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.

13. Indemnity:

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.

14. Insurance:

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.

15. General Provision:

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.

1. Buyer shall not assign its rights or obligations under the Agreement without Seller’s prior written consent.
2. There are no understandings, agreements, or representations, express or implied, not specified in this Agreement.
3. 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.
4. This Agreement is formed and shall be construed, performed, and enforced under the laws of the Province of Alberta. Any suit, action, or proceeding arising out of or connected in any way with the Agreement shall be brought in a Court of the Province of Alberta which the parties agree shall have exclusive jurisdiction to hear and resolve such disputes, subject only to the parties agreeing to resolve such disputes through arbitration.

16. Document Revision Level:

This is document / revision is SCI_TC_07242022.