TERMS AND CONDITIONS OF SALE

ENTIRE AGREEMENT

The parties agree that there are no understandings, agreements or representations, express or implied , not specified herein , respecting this bid , order, quotation , and/or sale, and that this instrument contains the entire intent and agreement between Seller and the Buyer, and that consequently, no course of prior dealing and no usage of the trade shall be relevant to supplement or to explain terms used in this agreement.

WARRANTY

Seller warrants that its products and material shall be free from defects in material and workmanship under normal use and service. On equipment and materials furnished by Seller but manufactured by the others, Buyer shall accept in lieu of any liability or guarantees on the part of Seller, the benefits of guarantees as are obtained by Seller from such manufacturers or vendors.

SELLER MAKES NO WARRANTY OF MERCHANTBILITY OR FITNESS FOR A PARTICULAR  PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS IS EXPRESSLY SET FORTH HEREIN.

For any breach of  warranty , Seller’s liability and Buyer’s exclusive remedy shall be limited , at Seller’s option , to the repair of the defective products and materials or the replacement thereof with conforming products or materials , F.O.B. Seller’s factory , or the repayment of the purchase price.

Failure by Buyer to object to or reject products or materials delivered hereunder within one year  from the date of shipment of the products or  materials shall constitute an acceptance and waiver by Buyer of all claims hereunder on account of alleged errors , shortages , defective, workmanship or  material , breach of warranty or otherwise.

The provisions of this warranty by the Seller include the following:

• the goods are used , operated and maintained in a competent and normal manner by the buyer and in the conformity with the Seller’s instructions;
• any express or implied warranty that the goods are adequate for any particular purpose is hereby negated;
• the Buyer shall give written notice o the Seller forthwith after the discovery of any defect and thereafter , shall make further use of the goods at his own risk.

LIMITATION OF LIABILITY

Buyer’s exclusive remedy on any claim of any kind for any loss or damage arising  out of , connected with , or resulting from this contract , or from the design , manufacturer , sale , delivery , resale , or repair or use of any products covered by or furnished under the contract “TERMS AND CONDITIONS OF SALE” , including , but not limiting to , any claim of negligence or other torturous breach shall be the repair or replacement , F.O.B. factory , as Seller  may elect , of the product or part thereof giving rise to such claim , except that Seller’s liability for such repair or replacement shall in no event exceed the contract price allocable to the products or part thereof which gives rise to the claim. SELLER SHALL IN NO EVENT BE LIABLE FOR INCIDENTAL OR CONEQUENTIAL DAMAGE.

RETURN OF MATERIAL

Seller’s permission must be obtained in writing , before any products are returned to it by Buyer for any reason whatsoever. If products are returned without such permission ,Buyer authorizes Seller , in addition to such remedies as it may have ,to hold the returned products at Buyer’s sole risk and expense. All returns , with no exception , must be prepaid. Seller will i n no event accept the return of any product that has been used , cut , drilled or otherwise altered in shape or form by Buyer.

GOVERNING LAW

Any contract formed or sale made pursuant to this quotation to this quotation shall be governed by and construed in accordance with the law of the Province of Quebec , and the Courts of the Province of Quebec shall have exclusive jurisdiction with respect to any matters pertaining to such contract or sale.

In the event that the Buyer does not pay for the goods received from Seller , these goods remain the sole property of Seller and cannot be seized by any other secured or unsecured party , including but not limited to a financial institution ,a Receiver or a Trustee in bankruptcy. Buyer  undertakes to disclose Seller’s first right of ownership of goods bought and received by Buyer from Seller until Buyer has fully paid for such goods.

This agreement has been prepared in the English language with the acceptance of the parties. La presente convention a ete redigee dans la langue anglaise a la demande des parties.

All SIZES ARE NOMINAL