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SUPPORT +1(450) 435-3643
This quotation by Douglas Barwick Inc. Co., Inc. (the “Company”) shall remain open for acceptance by the Purchaser unless otherwise specifically provided, for “thirty (30) days” only from its date, unless otherwise noted in the body of the quotation. Upon acceptance by Purchaser these terms, shall constitute a binding agreement. Purchaser shall be deemed to have accepted all and only the terms and conditions outlined on the front a back of this quotation if it orders some or all of the Goods or Equipment. Any additional or different terms in the Purchaser’s forms or other documents are hereby deemed to be material alterations and notice of objection to them or rejection of them is hereby given. No modifications of Company’s terms and conditions will be binding on Company unless agreed in writing by Company. All orders are subject to prior approval of the Purchaser’s current credit information.
The prices quoted herein are in CDN funds and do not include taxes which, if applicable, shall be paid by the purchaser. Any increase in freight rates, import duties and/or foreign exchange between the date of this quotation and the date of the delivery of the equipment shall be added to the prices quoted herein and be payable by the Purchaser.
The delivery time quoted herein is based upon conditions of the Company’s factory at the date of this quotation and is contingent upon the Purchaser supplying to the Company when needed all required technical information, including drawing approval. Every endeavor will be made to effect delivery on time but the Company shall not be responsible for direct or indirect loss or damage arising from delay in delivery or from non-delivery of all or any of the equipment whether or not such delay in delivery or such non-delivery is caused by circumstances within the Company’s control. Any error in weight or number must be noted on the bill of lading or carrier’s delivery slip and any claim arising therefrom can only be made in writing within ten (10) days after receipt by the Purchaser of the equipment.
WARRANTY AND LIABILITY
1. THERE ARE NO EXPRESS WARRANTIES AND NO IMPLIED WARRANTIES WHETHER OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE, OR OTHERWISE, OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN WHICH ARE MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES;
2. Company warrants that any equipment manufactured by Company and sold hereunder shall comply with applicable ASTM and/or ASME standards or specific customer specifications within one year (unless otherwise specifically provided) after the date of shipment at said equipment to Purchaser; provided, however, that Company’s obligation on any claim made under this paragraph 2 is limited to replacement or repair of the defective equipment and in no event shall any claim of any kind, whether as to goods delivered or for non-delivery of goods, be greater in amount than the purchase price of the goods in respect of which such damages are claimed; and provided further that failure to give a written notice of any such claim within ten (10) days from the date of delivery, or the date fixed for delivery, as the case may be, shall constitute a waiver by Purchaser of all claims in respect to such goods. In any and all events Company shall not be liable for any claim by Purchaser in respect of any equipment sold hereunder unless such equipment (1) has been installed and/or used as recommended by Company and in accordance with recognized engineering practices; and (2) has not been subjected to corrosive or abrasive operating conditions deemed to be inappropriate or improper under recognized engineering practices.
3. In the event that any equipment sold hereunder is fabricated in accordance with Purchaser’s plans and specifications, Company’s liability shall be limited solely to the structural integrity of such equipment based upon Purchaser’s specifications, and Company shall not be liable for any loss or damage arising from improper or inadequate design;
4. Equipment not manufactured by Company is not warranted hereunder except insofar as the same is warranted to Company by the manufacturer thereof;
5. The remedy hereby provided shall be the exclusive and sole remedy of Purchaser; Company shall not be liable for any loss, injury or damages to persons or property resulting from failure or defective operation of any material and/or equipment furnished hereunder or delay in the performances of the contract formed by Purchaser’s acceptance of this quotation nor will Company be liable for direct, indirect, special or consequential damages of any kind sustained by Purchaser from any cause.
6. The Company’s total cumulative liability in any way arising from or pertaining to any product sold or required to be sold under this contract shall NOT exceed the Contract Price.
TERMS OF PAYMENT
All invoices shall be due and payable within thirty (30) days of their date unless otherwise agreed to by Douglas Barwick Inc. All amounts due bear interest during the time they remain unpaid at a rate equivalent to the highest of the prime bank rates set by the Canadian banks from time to time between the due date of payment. If an order is comprised of more than one unit, or shipment, each such unit or shipment will be invoiced as partial progress payments as and when shipped . Depending on the size of the contract, The Company reserves the right to invoice for raw materials procured at time of order placement to secure firm pricing for the Purchaser. Such materials will be billed to purchaser at time of receipt at The Company. Raw material receipts and Materials Test Reports to be submitted with invoice(s) as proof of receipt of raw materials.
No retainages accepted. Should any invoice not be paid in accordance within the agreed upon payment terms, Company may immediately cease work under any outstanding Purchase Order between Purchaser and Company and Company shall not be liable for any damages suffered by Purchaser resulting from such delay. In the event any payment owed by Purchaser to Company is delayed more than 20 days beyond the agreed upon payment terms, Company may terminate any outstanding Purchase Order at that time and Purchaser shall be required to pay Company the full value of any Purchase Order canceled by Company. The Company will accept the following payment methods: 1) Company check, 2) ACH/EFT transactions. NO credit card payments accepted.
Fire and other necessary insurance in an amount sufficient to protect the Company’s interest in the equipment shall be placed and maintained by the Purchaser at the Purchaser’s expense with loss payable to the Company, as its interest may appear, until payment of the entire purchase price of all the equipment shall have been fully made.
Company shall have a Security interest in any and all equipment to be supplied hereunder, and in the products and proceeds thereof, to secure the performance of Purchaser’s obligation hereunder.
Title to the goods passes to Purchaser upon Company receiving payment in full for goods duly delivered. Purchaser assumes the risk of damage or loss while in storage pending pick-up by Purchaser’s carrier. Purchaser shall arrange for shipment and assume risk of damage and loss in transit from the Company facility as designated in the purchase order.
DEFAULT OF PURCHASER
In the event that Purchaser fails to make any payment due hereunder, fails to comply with any terms or conditions of the contract formed by Purchaser’s acceptance of this quotation or, if on account of Purchaser’s insolvency, false representation or otherwise, Company deems itself insecure, then Company shall have the right to exercise any or all of the following recourses:
a) Declare Purchaser’s entire obligation at once due and payable;
b) Require Purchaser to assemble the collateral and make it available to Company at a place to be designated by Company reasonable convenient to both parties hereunder, or, without removal, Company may render the collateral unusable and dispose of it on Purchaser’s premises;
c) Suspend all further shipments of equipment due hereunder;
d) Cancel the contract formed by the Purchaser’s acceptance of this quotation;
e) Retain any and all payments made by Purchaser (without prejudice to Company’s claim for damage which it may suffer as a result of such failure to pay); or
f) Exercise any and all other rights available to Company under the Uniform Commercial Code or under the contract formed by Purchaser’s acceptance of this quotation.
The Company shall not be responsible for claims resulting from infringement of patents and/or other third-party rights unless agreed to in writing.
CANCELLATION BY PURCHASER
In the event Purchaser requests the cancellation of the contract formed by the Purchaser’s acceptance of this quotation or the suspension of manufacture or installation of the equipment to be supplied hereunder, the Purchaser agrees to reimburse the Company promptly the cost of all materials used, appropriated and/or ordered and the value of all labour, engineering, manufacturing and installation performed to the date of such cancellation or suspension together with an administrative charge and a reasonable profit thereof.
PROPERTY IN POSSESSION OF COMPANY
Property which is not owned by the Company and is in its possession is not covered by insurance and the Company shall not be responsible for any loss or damage thereto.
The contract formed by the Purchaser’s acceptance of this quotation shall be governed by and interpreted in accordance with the laws of the province of Ontario.
The contract formed by the Purchaser’s acceptance of this quotation expresses the entire agreement between the parties hereto and no other agreement, statement or representation shall be binding unless reduced to writing and signed by the parties hereto.
EXCUSABLE DELAYS/FORCE MAJEUR: Company shall not be liable for delays or defaults arising from causes beyond its control, including acts of God, acts of war or actions by any governmental or competent authority, fires, floods, strikes, pandemics, freight embargoes and unusually severe weather.
The Company has no entitlement and the project company has no liability for:
a) any costs, losses, expenses, damages or the payment of any part of the contract price during an event of force majeure; and
b) any delay costs in any way incurred by the contractor due to an event of force majeure.
c) “Notwithstanding any applicable terms and conditions to this quote, due to the Covid-19 pandemic, we can not guarantee price, delivery date or performance during this period. Performance of this
quote will be made on a reasonable effort basis only. As a result, we disclaim, reject, and shall not be responsible for any damages suffered by you in regards to late delivery, price increases or overall
performance and specifically reject liquidated damages claimed on any order.”