Reflexite Canada Inc.
General Terms and Conditions of Sale
1. Acceptance: All orders for product or services of REFLEXITE Canada Inc. (REFLEXITE) shall be subject to these terms and conditions of sale. REFLEXITE hereby objects to any and all additional or different terms contained in Purchaser's order or other communication. Acceptance of Purchaser's order is conditional on Purchaser's assent to these terms and conditions of sale, including without limitation, any terms that are additional to or different from terms contained in Purchaser's order. No order shall be binding on REFLEXITE unless it is accepted by REFLEXITE at its principal office. These terms and conditions of sale and all the written documents attached hereto constitute a complete and exclusive statement of the agreement between the parties, and no modification shall be effective unless made in writing and signed by both parties. Any representations, promises, warranties, or statements by REFLEXITE or its agents that differ in any way from the terms and conditions of this written agreement shall be given no force or effect.
2. Prices: Unless otherwise stated, prices F.O.B. REFLEXITE's shipping point. Prices are subject to change without notice.
3. Terms of Payment: (a) The terms of payment are stated on the invoice. Invoices may be sent at any time on or after date of shipment or performance of services, or, if shipment is delayed by Purchaser, at the time REFLEXITE is prepared to make shipment. In the event the Purchaser is unable or unwilling to accept delivery when the goods are ready for shipment, REFLEXITE may, at its option, have the goods stored for the Purchaser at the Purchaser's risk and account. (b) All invoices paid after the due date will be assessed a monthly late payment charge of 1.5% or 18% per annum (for an effective rate of 19.56% per annum), or the maximum amount allowed by applicable law, whichever is less. This charge shall be assessed with respect to each month or portion thereof between the due date and the date of payment. (c) The foregoing payment terms are subject to change at any time upon written notice at the sole discretion of REFLEXITE. If REFLEXITE has reasonable ground in insecurity with respect to the Purchaser's ability or willingness to make timely payments for the goods, REFLEXITE may at any time suspend performance, decline to ship, or require advance payment in cash or other adequate assurance satisfactory to REFLEXITE.
4. Taxes: Goods and Service Tax (GST) and/or Provincial Sales Tax (PST) or Harmonized Sales Tax (HST) are extra and will be charged, where applicable.
5. Alterations and Cancellations: (a) In the event the Purchaser requests or causes a cancellation or suspension of work on any order, the Purchaser will be responsible for any and all costs, expense, or commitments incurred by REFLEXITE in connection with the order plus REFLEXITE's overhead and reasonable profit. (b) Changes requested by Purchaser will be accepted or rejected at REFLEXITE's options. If such changes are accepted, Purchaser shall be responsible for any increases in the cost of the affected product or service, including without limitations cost of components and expenses incurred in modifying a partially or completely manufactured product.
6. Delivery and Inspection: (a) REFLEXITE will use reasonable efforts to meet specified or requested delivery dates, but such dates are estimates only and are not guaranteed, REFLEXITE shall in no event be liable to the Purchaser for damages or losses resulting from any delays in delivery. (b) Delivery of products shall be made
F.O.B. point of manufacturer, or if shipment is made from a warehouse, F.O.B. point of warehouse. Delivery to a carrier at point of shipment shall constitute delivery to Purchaser, at which time risk of loss shall pass to Purchaser. REFLEXITE is not responsible for damage or loss in transit, and all such claims must be made by Purchaser directly to the carrier.
7. Warranty: (a) REFLEXITE warrants that the products or services supplied to Purchaser pursuant to these terms and conditions of sale will be free of defects in material and workmanship at the time of shipment and for a period of ninety (90) days thereafter, EXCEPT AS SPECIFICALLY SET OUT HEREIN, REFLEXITE MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR SERVICES SUPPLIED PURSUANT TO THESE TERMS OR CONDITIONS OF SALE, REFLEXITE MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. (b) Purchaser's sole and exclusive remedy for any breach of this warranty by REFLEXITE, and the entire extent of REFLEXITE's liability for such breach, is the repair or replacement of the defective product or refund of the purchase price upon the return of the product, whichever REFLEXITE chooses. REFLEXITE shall have no liability for any breach of this warranty unless Purchaser notifies REFLEXITE in writing immediately upon discovering such defect and such written notification is received by REFLEXITE within the warranty period.
8. Limitations of Liability: IN NO EVENT SHALL REFLEXITE's LIABILITY BE RELATED TO ANY PRODUCTS OR SERVICES EXCEEDING THE PURCHASE PRICE OF SUCH PRODUCTS OR SERVICES, REFLEXITE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES TO PURCHASER OR ANY OTHER PERSON FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR INCIDENTAL DAMAGES, ARISING FROM OR IN CONNECTION WITH ANY SALE OF PRODUCTS OR SERVICES BY REFLEXITE, THE USE OF ANY PRODUCTS SUPPLIED BY REFLEXITE, OR ANY ACTS OR OMISSIONS OF REFLEXITE RELATED TO THE SALE OR USE OF PRODUCTS OR SERVICES.
9. Causes Beyond Control: Reflexite shall not be liable for any loss, damage, detention, or delay resulting from causes beyond its reasonable control, including without limitation fire, explosion, flood, embargo, strike or other differences with workmen, transportation or shipping failures or delays, inability to obtain or shortages of labor, material, component parts or manufacturing facilities, restrictions, regulations or controls by civil or military authority, riot, insurrection, terrorism, war (declared or undeclared), accident or act of God. In the event of any such occurrence, REFLEXITE shall have the right to apportion its production among its customers as it may choose.
10. Jurisdiction and Choices of Law: This order shall be governed by the laws of the Province of Ontario. Any suit arising out of or in connection with any sale of products or services by REFLEXITE may be brought in the province or federal courts located in the Province of Ontario and in the event of such suit, the parties hereto consent to the jurisdiction of such courts and waive any defense based on improper venue.
11. Return Policy: All goods are non-returnable except for defects in manufacturing. All claims must be made in writing within 15 days of receipt of materials. No returns will be accepted without prior written authorization and subject to a 25% restocking charge.
Last updated: 26 July 2011
