Terms of payment are net 30 days from date of invoice unless otherwise stipulated. All past due accounts are subject to interest at the rate of 2% per month (26.8% per year) and to a 20% collection fee if Wajax Industrial Components LP (“WIC”) has to use a collection agency to recover its monies. The buyer agrees to fully indemnify and save WIC harmless from and against all costs and expenses (including legal expenses on a solicitor-client basis) incurred by WIC in the collection of any monies due to WIC or in enforcing any of WIC’s rights under these terms and conditions.
WIC reserves the right to decline to make shipments except on C.O.D. basis, for reason or doubt as to the buyer’s financial stability. Upon default by the buyer or in the event that WIC at any time determines that its credit position is in any manner insecure, inadequate or in jeopardy, WIC may, without limiting its other remedies hereunder or at law or in equity (and notwithstanding any existing contracts or commitments to the buyer and even if WIC has commenced delivery or performance): (a) deem all amounts owing by the buyer to be immediately due and payable, (b) take possession of any goods supplied or otherwise enforce its security against the buyer (if any), (c) refuse, stop, cease or suspend further sales, deliveries or services to the buyer, including goods in transit, and/or (d) as a condition to completing or commencing such sales, deliveries or services, impose prepayments, security or other terms, all as WIC sees fit.
Credit Memos expire 2 years after their issue date.
All accounts are payable by the buyer to WIC without deduction, set off, counterclaim or abatement. All invoices paid by the buyer to WIC may (regardless of any contrary direction) be applied by WIC to such outstanding invoices and accounts and as to principal or interest as WIC deems fit. All invoices shall be deemed admitted and conclusive against the buyer unless disputed in good faith by the buyer within fifteen (15) days of the date of the invoice.
The buyer transfers, mortgages, grants and assigns to WIC a security interest in all of the buyer’s present and after acquired personal property, and all proceeds therefor, as security for the due payment and satisfaction of any and all obligations and liabilities whatsoever, liquidated or un liquidated, of the buyer to WIC, present or future, direct or indirect, howsoever arising.
Payment must be made for the products regardless of whether the buyer has made, or plans to make any inspection of the products. Cheques are not considered payment until honoured.
Due to uncertain market conditions, prices may be impacted by circumstances beyond our control, (e.g. exchange rates, duty, increases in suppliers’ prices, etc.). Prices are quoted F.O.B. our branch, unless otherwise stated in writing by WIC.
4. Quantity Prices
Quantity prices are based on orders of the same item for undivided shipment, unless otherwise stated in writing by WIC.
5. Packing Charge
Normal commercial packing is included in our price.
Prices do not include taxes of any kind, unless otherwise stated in writing by WIC.
WIC will make every effort to meet the estimated shipping dates but declines any liability or responsibility for any special, consequential, or other damages for any reason, whatever, due to delay.
8. Balance of Orders
All goods in stock will be shipped immediately, unless otherwise specified by the buyer in writing. WIC reserves the right to make partial shipments and to back-order items where same are not in stock.
9. Shipping Instructions
Shipping instructions must be specified by the buyer on each individual order. Unless otherwise stated, WIC does not assume responsibility for shipping costs.
10. Decrease or Cancellation
Orders which have been accepted may be reduced in quantity, altered or cancelled, only with WIC’s written consent. We reserve the right to adjust prices based on quantity discount where a reduction in quantity is allowed. We reserve the right to levy cancellation charges due to reduction or cancellation of orders.
11. Damage Claims
WIC accepts no liability for damages in transit. The buyer must file all claims with the transportation company.
12. Commitment Orders
Where bulk orders are accepted for scheduled deliveries during specified time periods and any balance of such commitment remains unshipped, WIC reserves the right to demand full payment at the scheduled shipment date, in anticipation of shipping instructions from the buyer.
No merchandise may be returned for credit or exchange without the prior written approval from WIC. All returned merchandise must be in original containers and/or packaging, and will be subject to inspection and a restocking charge. Return freight is to be prepaid by the buyer.
14. Manufacturer’s Warranty
WIC will extend to its customers the manufacturer’s standard warranty, if any, in effect at the time of purchase. WIC provides no other warranty, express or implied, with respect to any products, parts or components not manufactured or repaired by WIC. WIC will secure for the customer the benefits of the manufacturer’s warranty when inspection proves the goods to be defective. Our guarantee on the performance of equipment is limited to the specifications published by the manufacturer.
15. Custom Manufactured Items
Goods made to a customer’s own specification are subject to the Conditions of Sales as printed on the quotation form submitted by WIC. Such goods are not returnable nor subject to cancellation except under terms authorized in writing by WIC.
16. Acceptance of Orders
All orders, contracts or other agreements are subject to the acceptance of WIC. Any errors or omissions are subject to correction.
17. Reservation of Title
Title to, property in and ownership of the goods shall remain in WIC until all amounts due under any order, contract or other agreement are fully paid to WIC.
18. Warranty on WIC Manufactured Systems and Manufactured or Repaired Parts
Subject to the terms of the limited warranty set out in this section, WIC warrants that (a) systems manufactured by it, (b) parts manufactured by it, and (c) parts repaired by it, will each be as specified by WIC and will be free from defects in material and workmanship. All products manufactured by WIC are subject to WIC’s standard tolerances for specifications. WIC reserves the right to make substitutions and modifications in the specifications of any products, provided such substitutions or modifications do not materially affect the performance of the products.
WIC’s liability under this warranty shall be strictly limited to the repair or replacement or the repayment of the purchase price (as WIC may elect in its absolute discretion) of any such system or part which upon return to WIC within the applicable limited warranty period set out below is found by WIC to have been defective at the time of shipment, provided that the buyer notifies WIC of any such defect within 10 days of its discovery, but in no event later than 30 days from the date of shipment of such system or part by WIC. All warranty claims must be submitted in writing. Repair or replacement shall be made by WIC F.O.B. point of shipment.
WIC will not be responsible for the loss of production caused by any defective system or part or its installation or removal.
The applicable limited warranty period is as follows: (a) for all systems designed and manufactured by WIC, a period of twelve (12) months, (b) for all parts manufactured by WIC, a period of twelve (12) months, and (c) for all parts repaired by WIC, a period of three (3) months, in each case commencing with the shipment date to the buyer, unless stipulated otherwise in writing by WIC.
Transportation will be at the buyer’s expense. If WIC elects to repair the system subject to the warranty claim and the buyer requests that the repair be done at the buyer’s site, WIC will only cover the replacement of the parts and the repair time spent on the site. All other expenses such as WIC personnel’s travel time, cost of travel, rental car and equipment, hotels and meals will be at the buyer’s expense.
This warranty shall not apply and shall be null and void with respect to a system or part:
(a) if the system or part has been incorrectly, improperly or inadequately installed, assembled, stored, maintained, handled, treated or used according to WIC’s recommendations, the manufacturer’s recommendations or standard industry practices or submitted to any operation or assembly abuses,
(b) if the system or part has been damaged due to an accident, negligence, fortuitous circumstances, act of God or any other circumstances which arise through no fault of WIC,
(c) in respect of normal wear and tear, or parts that, owing to their inherent material properties or their specified use, are subject to premature wear,
(d) if the buyer has not complied with all requirements set out in these terms and conditions and any applicable order or contract, or
(e) any modifications or adjustments to the system or part have been carried out by any person other than WIC or using parts or components not supplied by WIC.
This warranty shall in no way alter or replace the warranties of individual components sold by WIC but manufactured by others. In such cases, only the standard manufacturer warranty shall apply. The terms and conditions, including as to warranty length, that are contained in any manufacturer warranty applicable to any portion of a system or part shall take precedence over the terms of WIC’s warranty and WIC’s warranty is limited and subject to the terms and conditions of any applicable manufacturer warranty.
This warranty is the only warranty of WIC and is in lieu of any other warranties, conditions and remedies, whether express, implied or of statutory character, including, without limitation, those of quality, merchantability or fitness for a particular purpose or otherwise, all of which are excluded from these terms and conditions.
This warranty is the only remedy of the buyer arising out of defective or deficient systems or parts.
Notwithstanding any other provision of these terms and conditions or of any order, contract or agreement, in no event shall WIC be liable to the buyer or any third party with respect to any system, part, goods or service sold or provided by WIC, whether based on contract, warranty, negligence, indemnity, strict liability or otherwise, (a) for any indirect, special, incidental, punitive, exemplary or consequential loss or damages, or (b) in an amount in excess of the price paid to WIC by the buyer for such system, part, goods or services.
In any and all events, no claim in tort (including negligence), breach of contract or any other cause whatsoever may be brought or counterclaimed against WIC or its employees, more than 180 days after the delivery of goods or services to which such claim relates even if the grounds for such claim are not discovered or discoverable until after the expiration of such time.
20. Nuclear Applications
The parts, systems or software described within this quotation, proposal or order are not intended for nuclear applications. WIC will not be held responsible at any time for direct or indirect usage of our parts resulting from nuclear accidents.
21. Storage (Hydraulic & Process System)
Our hydraulic power units are not prepared for long-term storage but for immediate usage. For long term-storage, WIC must be informed of such requirement in order to prepare the power unit consequently. This long term storage requirement must be indicated on the customer’s purchase order as well as the quoted price.
For long-term storage of these units, we recommend storing the units in a relative humidity below 60 % and the surfaces should be dry with a temperature between 15 to 20°C. The unit should be isolated from undue vibration & the storage area should be free from contamination (dust, dirt, chemical vapors and any liquids).
22. Storage (Pillow Block)
Our pillow blocks and accessories are protected with preservative oil against corrosion on all machined surfaces. We recommend that our pillow blocks and accessories be stored in a relative humidity below 60% with a temperature between 15 to 20°C. The pillow blocks must be stored in upright position not directly in contact with the floor to avoid any moisture and corrosion, which can damage the machined surface of the base. Avoid any vibration to the pillow blocks and accessories during storage & the storage area should be free from contamination (dust, dirt, chemical vapors and any liquids).
Except as expressly agreed to in writing by WIC, all amounts are stated in and shall be paid in Canadian Dollars.
The buyer acknowledges that it will receive information from WIC that consists of sensitive business information and other information that may be considered confidential or proprietary at law and that the buyer will not use the confidential information of the other party for any purpose other than completing its obligations under these terms and conditions and (except as required under applicable law) it will not disclose the confidential information of the other party to any other person. The buyer acknowledges that all specifications, plans, designs, concepts and other proprietary information relating to the products or services provided by WIC hereunder, including, without limitation, all trademarks, patents, copyright, industrial design or other intellectual property rights related thereto, are and remain the sole property of WIC. The buyer is granted a non-exclusive, non-assignable, royalty free license to use any written or electronically formatted drawings, plans, manuals or product information materials created by WIC and delivered to the buyer solely for the purposes of the use, maintenance and repair of any products or services provided by WIC and without adding to, increasing or extending any warranties or liabilities of WIC or altering the limitations or warranties or liability contained in these terms and conditions.
25. Governing Law
These terms and conditions shall be governed by and construed in accordance with the laws of Ontario and the laws of Canada applicable therein, without reference to its conflict of law’s principles, unless otherwise stated by WIC in writing. WIC and the buyer hereby agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Contract and is strictly excluded.
The buyer shall comply with all applicable governmental laws, ordinances, codes, rules, regulations and orders in its performance of its obligations under these terms and conditions, and shall obtain all permits or licenses required in connection with the purchase, shipment, installation and use of the products ordered unless agreed otherwise in writing by WIC.
26. Binding Terms
These terms and conditions shall apply to and be binding on all purchases, orders or purchase orders made by the buyer with WIC. These terms and conditions shall not be varied or changed by any terms of the buyer contained in printed or electronic form of the buyer (including any purchase order) unless accepted in writing by WIC.
Any unenforceable clause hereunder may be severed at WIC’s option. Any ambiguities or uncertainties in the interpretation of these terms and conditions shall be received by WIC in the manner most favourable to its own interests.