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Our ref: KAD/TC

CONDITIONS OF SALE

The following conditions of sale shall govern all transactions except as otherwise specifically agreed in writing by the buyer and seller.

1. QUOTATIONS
All quotations and tenders are given by the Seller on condition that the Seller shall not be bound until it has communicated its written acceptance of the Buyer's order.

2. COST VARIATION
Except where a price is stated to be 'fixed' by the Seller on its written acceptance of the Buyer's order any price quoted by the Seller or comprised in the order or contract is provisional only and the actual price to be paid by the Buyer shall be the Seller's prices ruling at the date of despatch.

3. PAYMENT
a. Goods invoiced up to and including the last day of the calendar month shall be paid for not later than the last business day of the following month.
b. If terms of payment are not complied with the Seller shall have the right to charge interest at the rate of 2% per month in the period between the due date of payment and final settlement.

4. TAXES
All prices quoted or accepted are exclusive of any applicable taxes and the contract price shall be such prices plus applicable taxes save where the Buyer is not subject to any or all of those taxes.

5. GOODS OF THE CONTRACT
The Seller shall not be bound by any oral condition, warranty or representation given or made on its behalf unless confirmed in writing and signed by an emloyee of the Seller nor by any express or implied terms, condition or warranty, whether arising by statute or common law or by usage, save and except a warranty that goods sold shall correspond with the contractual description.

6. CONTRACTS
The Seller shall have the option (without prejudice to any of its rights against the Buyer) by notice in writing to the Buyer to rescind any contract between the Seller and the Buyer, or to suspend delivery in the following events:
i) should any sum owing by the Buyer to the Seller be overdue, whether under the same or any other contract,
ii) should a Buyer be in breach of any terms of the same or any other contract with the Seller,
iii) should a Buyer enter into any composition or arrangement with or for the benefit of his creditors, having a receiving order in bankruptcy made against him or (if a corporate body) should it have a resolution passed or petition presented to wind up its business (other than for the purpose of amalgamation or reconstruction) or if a Receiver be appointed of its undertaking property or assets or any part thereof.

7. DELIVERY
a. If no time for delivery is specified in the contract, the Buyer shall be bound to accept the goods when they are ready for delivery by the Seller.
b. The risk in goods contracted to be sold by the Seller shall pass to the Buyer (or to whom he shall direct) when the goods (or any part thereof when there is more than one delivery under the contract) are delivered to the Buyer, or in accordance with his instruction. Any complaint of short delivery or of damaged goods in transit must be notified within 24 hours of receipt of goods and confirmed in writing at that time by the Buyer to the Seller and any complaint of failure to deliver goods invoiced must be so notified in writing within 10 days of the date of the invoice.
c. Where the contract involves more than one delivery, if default is made in payment on the due date in respect of any one delivery, the Seller shall at its option and without prejudice to any rights the Seller may have hereunder or otherwise, be entitled to treat the contract as repudiated and to claim damages accordingly. Each delivery will constitute a separate contract and any failure or defect in any one delivery will not vitiate the contract as to the remaining deliveries.

d. Any time or date for delivery named by the Seller is an estimate only and the Seller shall not accept liability for any loss or damage or any consequential loss arising either directly or indirectly from delay in delivery, however caused.

8. OWNERSHIP
a. The legal and beneficial ownership of the goods shall remain with the Seller until full payment of the price (including any interest charged hereunder) has been received from the Buyer (each order being considered as a whole) provided that if the goods or any part thereof are resold by the Buyer before he has made a full payment to the Seller as aforesaid then the Buyer shall forthwith hold upon trust for the Seller such sum as shall be equal to the amount then owing to the Seller in respect of the goods whether or not the proceeds of such resale shall have been received by the Buyer. Provided that nothing herein contained shall affect the Seller's rights against the Buyer's customer.
b. Should the goods become constituents of or be converted into other products while subject to the Seller's legal and beneficial ownership the Seller shall have the beneficial ownership in such other products as if they were solely and simply the goods and accordingly sub-clause a. shall as far as appropriate apply to such other products. Provided that if the Seller shall sell such other products or any part thereof (without being under any duty to obtain the best price therefor) the Seller shall give the Buyer credit for any sum received by the Seller in excess of the price of such goods.

9. CLAIMS
a. Unless expressly agreed in writing, the Seller gives no warranty that the goods are suitable for any particular purpose or for use under any specific conditions, notwithstanding that such purpose or conditions may be known to the Seller.
b. Claims in respect of any alleged defect in the contractual quality of the goods delivered where the defect would have been revealed by reasonable examination of the goods on arrival, must be made in writing within 14 days after delivery, or if related to the transport of the goods, within such time as will enable the Seller to comply with the time limit and procedure laid down by the carrier by whom the goods were transported. If the Buyer shall make any complaint within the time stipulated, the Seller shall, after it has had a reasonable time to investigate the same and examine the goods in dispute be entitled at its option:
i) to replace the goods (if defective), or
ii) to accept the return of the goods (if defective) and credit the Buyer with the price thereof, or
iii) To make to the Buyer (if the goods are defective) an allowance representing the difference between the value of the goods at the time of the complaint by the Buyer and the value they would have had if they had been in accordance with the contract providing the Buyer pays the balance not in dispute according to the normal terms.
c. The return of the goods shall not be made without prior agreement between the Buyer and the Seller. No claim can be entertained after the goods or any part thereof have been processed in any way.

10. STATUTORY REQUIREMENTS AND INFRINGEMENT OF PATENTS.
a. Every effort is made that the goods meet known statutory requirements and that they do not infringe any patents or trademarks belonging to third parties, but no warranty is given that the design construction and quality of the goods to be supplied under the contract comply with all relevant requirements of any Stature, statutory rule, or order or other instrument having the force of law which may be in force at the time of sale.
b. The Buyer shall indemnify the Seller against all damages, penalties, costs and expenses to which the Seller may become liable as a result of work done in accordance with the Buyer's specifications which involves the infringement of any industrial property rights and whether registered or not.

11. LIMITATION OF THE SELLER'S LIABILITY
a. Except as otherwise expressly mentioned in these conditions, the Seller shall have no liability of any kind to the Buyer in respect of any loss or damage (whether direct, indirect or consequential) suffered by the Buyer, whether in contract or negligence or otherwise howsoever, whether for loss or damage to property or for death or bodily injury or otherwise howsoever in respect of any goods supplied or work done by the Seller. The Buyer shall indemnify the Seller against any claim made against the Seller by a third party arising out of any goods supplied to or work done for the Buyer.
b. No forbearance or indulgence by the Seller shown or granted to a Buyer, whether in respect of these Conditions or otherwise, shall in any way affect or prejudice the rights of the Seller against the Buyer or be taken as a waiver of any of these Conditions.

12. FORCE MAJEURE, ETC.
The performance of all contracts is subject to variation or cancellation by the Seller owing to any act of God, war, strikes, Governmental regulations or orders, national emergencies, lock-outs, fire, flood, drought, tempest or any other cause (whether or not of a like nature) beyond the control of the Seller or owing to any inability by the Seller to procure materials or articles required for the performance of the contract and the Seller shall not be held responsible for any inability to deliver caused by any such contingency.

13. APPLICATION OF THESE CONDITIONS
By ordering any goods from the Seller, the Buyer will be deemed to accept that these Conditions take precedence over any other Conditions contained on or in any letter, order form, acceptance form, receipt or the like received by the Seller in connection with the goods so ordered and that any such other Conditions will not form part of the contract between the Seller and the Buyer unless specifically agreed in writing.

14. GOVERNING LAW
The Laws of Canada and the Province of Ontario shall govern the validity, construction and performance of any contract made with Kador Ltd., a registered company in Ontario, Canada to which these Conditions apply.

Copyright. 21st January 1999

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