For the purposes of these terms and conditions the ‘Seller’ is Veracious Canada Inc, the person or company who placed an order with the Seller is referred to as the ‘Buyer’ and includes the principal on whose behalf the person or company placing he order may be acting as agent.
PRICES AND QUOTATIONS
All prices are F.O.B. manufacturing or shipping location unless otherwise specified. Quoted prices are valid for acceptance within thirty (30) days of quotation date, and are exclusive of any applicable taxes or miscellaneous charges not specified in the quotation. The prices and deliveries provided on our quotations are predicated on receiving an order for the models and quantities offered. Any deviations will require a reconfirmation of price and delivery.
Terms of sale are Net Cash/ Net 30 days of date of invoice, unless otherwise stated. If the financial condition of Buyer results in the insecurity of Seller, in its sole and unfettered discretion, as to the ultimate collectability of the purchase price, Seller may, without notice to Buyer, delay or postpone the delivery of the products; and Seller, at its option, is authorized to change the terms of payment to payment in full or in part in advance of shipment of the entire undelivered balance of said products. In the event of default by Buyer in the payment of the purchase price or otherwise, of this or any other order, Seller, at its option, without prejudice to any other of Seller’s lawful remedies, may defer delivery, cancel this Contract. Buyer agrees to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Buyer in any of the terms hereof.
DELIVERY, CLAIMS, DELAYS
All sales are FCA Seller’s shipping point unless otherwise noted. Quoted delivery dates are approximate estimates determined at the time of quotation and are subject to revision due to variations in order processing and manufacturing or specifications and quantity. Immediately upon Buyer’s receipt of any goods shipped hereunder, Buyer shall inspect the same and shall notify Seller in writing of any claims for shortages, defects or damages and shall hold the goods for Seller’s written instructions concerning disposition. The Seller will only be liable for defects due to faulty materials or workmanship appearing within 5 days after delivery from the Seller and upon notice thereof being given to the Seller as set out above, the seller may at its own discretion either: – (a) replace any defective goods; or (b) remedy any defect; or of any defective part thereof. If Buyer shall fail to so notify Seller within five days after the goods have been received by Buyer, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Buyer. Seller shall not be liable for any loss, damage or penalty as a result of any delay in or failure to deliver or otherwise perform hereunder due to any cause beyond Seller’s reasonable control, including, without limitation, embargo or other governmental act, riot, acts of war, flood, and delay in transportation.
TAXES AND OTHER CHARGES
Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and Buyer shall be paid by Buyer in addition to the prices quoted or invoiced. In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller therefore; or, in lieu of such payment, Buyer shall provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
LIABILITIES & WARRANTIES
No warranty or guarantee, expressed or implied, as to the suitability or fitness for any purpose or Merchantability of the goods supplied by the Seller is given by the Seller. The Seller shall not be liable to the buyer in respect of any damage or loss whatsoever kind caused to the Buyer or to the property of the Buyer arising out of the provision or performance of any services provided or performed by the Seller for or any advice given to the buyer in relation to the goods sold, whether at the request of the buyer or otherwise. As set forth separately, different warranties may apply to different categories of Equipment. The warranties made are in lieu of any other warranty, express or implied, and can be amended only by a written instrument signed by officer of Seller.
The acceptance of any cancellation will only be binding on the Seller if in writing. The cancellation of an order by the buyer for any reason will only be accepted at the discretion of the Seller and in any event on condition that any costs or expenses incurred by the Seller as direct or indirect result of such cancellation plus a minimum of 25% of the value of the order cancelled are paid and all loss or damage resulting to the seller by reason of such cancellation is made good by the Buyer to the Seller forthwith.
The Buyer will use all reasonable endeavours to ensure that the Seller’s confidential information is not Copied or disclosed to any third party in any manner whatsoever except upon the prior written authority of the Seller.
All disputes as to the legality, interpretation, application, or performance of this order or any of its terms and conditions shall be governed by the laws of Province of Ontario, with any claim or matter to be adjudicated in the courts of the Province of Ontario, Canada.