GENERAL TERMS AND CONDITIONS OF SALE
The following terms and conditions of sale shall apply to any sale of goods and services by Unified Alloys (Edmonton) Ltd.; Unified Alloys (British Columbia) Ltd.; Unified Alloys (Calgary) Ltd.; Unified Alloys (Ontario); Unified Alloys (Quebec) Ltd or Alliages Unifiés (hereinafter called “Unified Alloys”). Purchaser shall be deemed to have full knowledge of these terms and conditions herein and such terms and conditions shall be binding if the goods and services are delivered to and accepted by Purchaser.
In the event of any conflict or inconsistency between these terms and conditions of sale and the terms and conditions contained in the Purchaser’s order or in any other form issued by the Purchaser, whether or not any such form has been acknowledged or accepted by Unified Alloys, these terms and conditions herein shall prevail. No waiver, alteration or modification of these terms and conditions shall be binding upon Unified Alloys unless written objection is received from the Purchaser within 5 days of the Purchaser receiving these terms and approved in writing by a duly authorized representative of Unified Alloys.
Unified Alloys quotations represent our offer to supply the goods and services requested by the Purchaser, at specified quantities, prices and within a specified period. Unless otherwise stated, quotations shall be null and void if the product, service, quantity, delivery or any other specified term on the Purchasers’ order differs to what was quoted.
Unified Alloys’ quotations are subject to prior sale and shall be null and void without further notice to the Purchaser unless accepted by Purchaser within ten (10) days from the date of quotation.
All quoted prices are based on known vendor costs, current exchange rates, tariffs and applicable taxes. Unless otherwise stated, Unified Alloys reserves the right to adjust quoted prices, with or without notice, until Purchaser’s acceptance. Prices are subject to correction for error. Prices do not include delivery unless otherwise stated.
Orders accepted by Unified Alloys are not subject to changes or cancellations by Purchaser, except with Unified Alloys’ written consent. Where changes or cancellation may be accepted, Unified Alloys reserves the right to charge the Purchaser with reasonable costs based upon expenses already incurred and commitments made by Unified Alloys, including, without limitation, any labour costs, material purchases and cancellation charges from Unified Alloys and its respective vendors.
Delivery schedules are approximate and are based on availability of goods, market conditions and manufacturing schedules at the time of Unified Alloys’ quotation and acceptance of Purchaser’s order. Unified Alloys shall not be responsible for any delay or non-delivery whatsoever and any damages or losses suffered by the Purchaser as a result thereof.
6. FORCE MAJEURE
Unified Alloys shall not be responsible or liable for any loss or damage incurred by Purchaser herein resulting from causes beyond the reasonable control of Unified Alloys including, but without limitation, acts of God, war, the order of any civil or military authority, invasion, insurrection, fire, flood or other weather related delays, delays in transportation, unavailability of goods, manufacturing delays, sabotage, labour disputes or the failure of Unified Alloys’ vendors to meet their delivery promises. The delivery and acceptance of the goods and services by the Purchaser shall constitute a waiver of all claims for loss or damage due to any delay whatsoever.
7. SHORTAGE / DAMAGE / INCORRECT PRODUCT
Unless otherwise stated, Unified Alloys’ 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. Unified Alloys will provide the Purchaser with any reasonable assistance with Purchaser’s claim against the carrier.
Claims for shortages and incorrect product must be made in writing within ten (10) days after receipt of goods by Purchaser. If Unified Alloys does not receive written notification of any shortages or incorrect product within such ten (10) days, it shall be conclusively presumed that the goods were delivered in their entirety. Unified Alloys shall not be liable for goods which have been altered, defaced or repaired by the Purchaser or a third party.
8. RETURNED GOODS
Only goods accompanied with a Unified Alloys Return of Goods Authorization will be accepted. Unless otherwise stated, all returned goods are subject to a 25% restocking fee and it is assumed the goods are returned in the same condition as originally received by the Purchaser. Unified Alloys reserves the right to adjust the restocking fee of any given return based on the condition of the goods on arrival at Unified Alloys warehouse.
All valves returned to Unified Alloys must be in their open position. Valves that are returned in their closed position are subject to additional handling charges. Unified Alloys reserved the right to reject the shipment and return the valves to the Purchaser, at Purchaser’s expense.
Unified Alloys disclaims any warranty of merchantability or fitness for a particular purpose in connection with any goods sold to the Purchaser. Product warranty against defects in material and workmanship is limited to the warranty extended to Unified Alloys by the original manufacturer.
Prompt notice of any product defect must be provided in writing by the Purchaser to Unified Alloys within the applicable Product warranty period. Unified Alloys will provide a Return Goods Authorization to the Purchaser to return the defective product, properly packed and with transportation charges prepaid by the Purchaser. Unified Alloys will inspect the product and in consultation with the manufacturer, determine if the Purchaser’s claim is valid under the terms of the manufacturers Product warranty.
Purchaser shall assume all responsibility and expense for dismantling, removal, re-installation and freight in connection with the defective product, unless otherwise extended by the manufacturer. Unified Alloys does not assume liability for installation, labour or consequential damages and all other warranties, legal, expressed or implied are hereby expressly excluded.
10. TERMS OF PAYMENT
Unless otherwise stated, invoices are payable within thirty (30) days of the invoice date. Should payment not be made to Unified Alloys when due, Unified Alloys reserves the right, until the invoice has been paid in full, 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 Unified Alloys to grant any extension of time in the terms of payment.
The Purchaser is and shall be liable for, and does hereby indemnify and same harmless the Vendor, its officers, agents and employees of, from and against, any and all liabilities, losses, costs, damages, solicitors fees and disbursements (on a solicitor and his own client basis with the right to full indemnity), claims, cause of action, actions, obligations, suits, proceedings, fines, penalties and expenses of whatever kind or nature which arise out of the Purchaser’s use of the Goods.
12. GOVERNING LAW
Terms and conditions herein shall be governed by the laws of the Province of Alberta. Unified Alloys and the Purchaser hereby submit to the jurisdiction of the Courts in the Province of Alberta, Canada and agree that any litigation between the parties which arises shall be referred to the Courts of the Province of Alberta, Canada and shall not be referred to Courts of any other jurisdiction.