TERMS AND CONDITIONS OF SALE (STANDARD)    |    Lakeside Process Controls Ltd.

These Terms and Conditions of Sale (“Conditions”) and related Purchase Documents apply to every sale of products (“Goods”) and/or every supply of Services (“Services”) sold or provided by Lakeside Process Controls Ltd. (“Seller”) to the Buyer. The Buyer specifically agrees to be bound by these Conditions and acknowledges that, unless the Seller agrees in writing to a modification of these Conditions, these Conditions apply and take precedence over any of the Buyer’s own terms and conditions whether set out in the Purchase Documents or otherwise.  Unless Buyer’s Purchase Documents references a written separate Agreement executed between duly authorized representatives of both Buyer and Seller, these Conditions constitute the only applicable agreement (“Agreement”) between Buyer and Seller regarding such sale of Goods and/or supply of Services. Buyer shall be deemed to have agreed to this Conditions unless notice to the contrary is received by Seller within two days from the earlier of the date of Seller’s order confirmation or invoice. An order confirmation or similar form issued by Seller pursuant to Buyer’s purchase order constitutes an expression of acceptance of Seller offer through quotation or proposal, but such expression of acceptance is expressly conditioned upon Buyer’s assent to the Conditions. ANY REPRESENTATIONS, PROMISES, WARRANTIES, OR STATEMENTS BY SELLER’S REPRESENTATIVE THAT DIFFER IN ANY WAY FROM THE CONDITIONS SHALL BE GIVEN NO FORCE OR EFFECT.  Any additional, different, or conflicting terms or conditions set forth in any communications, including without limitation a request for quotation, or purchase order form transmitted orally or in written including electronic transmission or otherwise, from Buyer shall not be effective or binding unless expressly assented to with acknowledgement in writing by Seller. No other special terms or additions conditions are acceptable. Buyer further hereby agrees that Seller may correct any typographical or clerical error herein, and such correction shall become part of the Agreement without any further action on the part of Buyer.

 

Definitions:

“Buyer” means the company, partnership, person or entity purchasing the Goods and/or Services from the Seller identified in the Purchase Documents;

“Goods” means the product, equipment, materials or parts being purchased by the Buyer as identified in the Purchase Documents;

“Purchase Documents” means the documents accompanying these Conditions including, as applicable, the Buyer’s request for quotation/proposal, purchase orders, and with the Seller’s quotation/proposal;

“Seller” means Lakeside Process Controls Ltd.;

“Services” means the services of any description or kind to be provided by the Seller in relation to the Goods as more particularly identified in the Purchase Documents;

“Software” means the executable file of the computer programs, and “Firmware” means the source code, to be provided by the Seller to the Buyer which is more particularly described in the Purchase Documents; and

“Conditions” means these terms and conditions, which together with the Purchase Documents, constitute the entire agreement between Buyer and Seller.

“Specification” means the Seller’s product specification or technical information provided under the reference quotation or proposal or order acknowledgement thereof specific for the Goods, including Documentation and Services identified in the Agreement, if none is identified, Emerson’s standard published specification.

 

  1.  PRICES:

Unless otherwise specified by the Seller in writing, prices quoted are valid for a period of thirty (30) calendar days from the date of Seller’s quotation. The Services charged will be at the rates set out in the Seller’s published rate schedule in effect at the time the Services are actually rendered. The Seller’s prices do not include applicable taxes which will be added to the price quoted and to appear as a separate line item on the Seller’s invoice. Prices for Goods do not cover any provision for shipment, storage, installation, commissioning or training including any form of factory or site acceptances or maintenance works as required unless such items are expressly stated in the Seller’s quotation. Any future changes to applicable taxes, import tariffs, exercise duty, custom charges or other fees of any nature from manufacture, sales, delivery and/or services whatsoever as may be imposed by any governmental authorities at time of shipment shall be fully chargeable to the Buyer. Buyer shall supply in advance exemption certificate or other document deem acceptable to the governmental authority if the Buyer claims any exception.

 

  1. DELIVERY TO TRANSFER OF TITLE AND RISK:

All shipping dates for the Goods and performance dates for the Services are approximate only and are based on Seller having received from the Buyer all information required by the Seller to provide the Goods and/or Services. The Buyer agrees to accept shipment when Goods are ready to ship, or storage charges may apply. Unless otherwise specifically agreed in the Purchase Order, the Goods are delivered Ex Works Lakeside (EXW, Incoterm 2020) and the risk of loss or damage shall pass to the Buyer upon collection of the Goods by the first carrier from Seller’s premises. Delivery of Goods by Seller will be deemed to be made to the Buyer upon obtaining a signed receipt from the carrier showing receipt of the Goods. Title passes only upon Seller receiving full payment.  Seller reserves the right to make shipments in instalments, unless otherwise expressly stipulated in a specific Purchase Document; and all such instalments when separately invoiced shall be paid for when due per invoice without regard to subsequent shipments. Delay in shipment of any installment shall not relieve Buyer of its obligation to accept remaining shipments. Claims for shipment shortages or errors must be submitted to Seller within 30 calendar days after invoice date, and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by the Buyer. Any storage costs beyond reasonable ready to be shipped date to be charged to Buyer.

 

  1. DOCUMENTATION: 

The Seller shall supply the Buyer with the documentation as specified in the Seller’s quotation. Any additional copies of the documentation or the supply of the documentation on alternative media will be provided by the Seller to the Buyer at the Seller’s price then in effect.

 

  1. EXCUSE OF PERFORMANCE DUE TO FORCE MAJEURE:

Seller shall not be liable for force majeure delays in performance or for non-performance, among other things, due typically or attributed as acts of God, war, riot, fire, labour issues, unavailability of materials or components, explosion, accident, compliance with governmental requests, laws, regulations, orders or actions, or other unforeseen circumstances or causes that are beyond Seller’s reasonable control.  Any delay resulting from any such cause shall extend the date of delivery and the price of the Goods and/or Services to be provided by the Seller may be revised by agreement made between the Buyer and Seller or the Buyer or Seller may at its option cancel the sale of the Goods or agreement to provide Services in which case the Buyer shall pay the Seller final invoice reflecting the total of outstanding amounts for work in progress to date of cancellation, balance of completed works including any restocking fees, and other costs or expenses incurred by Seller arising from such a cancellation.

 

  1. CHANGES, TERMINATION AND SUSPENSION BY BUYER:

Buyer may terminate or suspend its order for any or all of the Goods/Services covered by these Conditions, provided that Buyer gives Seller reasonable advance written notice of such termination or suspension and reimburses Seller for all losses, damages, costs and expenses arising from such termination or suspension. The Seller shall have the right, in addition to any other remedy, to either terminate its agreement to sell the Goods or provide the Services or suspend further deliveries of the Goods or provision of the Services to the Buyer in the event Buyer fails to make any payment required to be made to the Seller when due.

 

  1. STANDARD WARRANTY:

 Subject to the limitations of liability and remedies set out in Section 7, the Seller warrants its Product(s) and/or Services as follows:

 

  1. Goods manufactured by Seller under its own brands and supplied by Seller as part of the Purchase Documents, if any, against defects in material and workmanship of those Goods arising under normal use for a period of 12 months from the date of initial installation or 18 months from the date of shipment from Seller, whichever occurs first. Any resale product(s) manufactured by any third party provided by the Seller to the Buyer shall be subject to the original manufacturer’s standard warranty and no warranty for same is provided hereunder by Seller to Buyer. The Buyer agrees that the Seller shall have no liability for correcting any defect in the third party manufactured materials and workmanship and that the Seller’s only obligation is to make a reasonable commercial effort to assist the Buyer in making a warranty claim as against the original manufacturer’s standard warranty.

 

  1. Services performed by Seller’s personnel including on component integration, device configuration and the repair of products are warranted against defects in workmanship for a period of the earlier than 90 calendar days from the date of Services rendered or 120 calendar days from the date of delivery of the product(s) to the Buyer.

 

Software: (a) The Seller does not warrant that any software provided by it in connection with the Product(s) and/or Services will be free from defects or that the software will run without interruption; (b) The only warranty provided for software or any upgrades to any software not developed by the Seller is the warranty provided by the original supplier of the software. The Buyer agrees that the Seller has no liability for the repair or correction of any defect in any such software and that the Seller’s only obligation is to make a reasonable commercial effort to arrange for the supplier of the software to make corrections to the program of any defect in it; (c) Any software developed by the Seller, including any original software applications based upon the source code provided by others, and any upgrades to such software, is not warranted.

 

On-Site Warranty Support: If the Buyer requires the Seller to provide any Services relating to any defect in the Product(s) and/or Services provided or any warranty claim made by the Buyer in respect of the Product(s) and/or Services, including diagnosis, dismantling and reinstallation of Product(s), at the Buyer’s site, all costs of travel to and from the Buyer’s site and of these Services shall be paid by the Buyer at the rates set out in the Seller’s published rate schedule in effect at the time the Services are actually rendered.

 

WARRANTY EXCLUSIONS: (a) The Seller does not warrant the performance of any Product(s) and/or Services provided by it to the extent that the actual operating or other conditions differ from the specifications, information, representation of operating conditions or other data supplied by the Buyer (collectively, “Buyer Specifications”) for the purpose of the selection or design of the Product(s) and/or Services to be provided by the Seller. Seller relies on the Buyer Specifications; (b) This limited warranty shall not apply to any repair or replacement of Product(s) caused by abuse, accidental damage, misuse, improper installation, and improper application, corrosion or inadequate or improper preventative maintenance of the Product(s); (c) The Seller does not warrant the performance of any Software or Goods controlled by the Software provided by the Seller unless the Buyer attends a site acceptance test and completes the site acceptance test documentation when the Purchase Documents require a site acceptance test of the Software and Goods; EXCEPT AS EXPRESSLY PROVIDED HEREIN, THERE ARE NO OTHER REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, MADE BY SELLER AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE GOODS OR SERVICES AND ALL IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES OR CONDITIONS ARE EXPRESSLY DISCLAIMED BY SELLER.

 

  1. LIMITATION OF REMEDY AND LIABILITY:

Seller shall not be liable for damages caused by delay in performance. The sole and exclusive remedy for breach of warranty hereunder shall be limited to the term of original sale to repair, correction, replacement or refund of purchase price under the Limited Warranty Clause in Section 6.  In no event, regardless of the form of the claim or cause of action (whether based in contract, infringement, negligence, strict liability, other tort or otherwise), shall Seller’s liability to Buyer and/or its customers exceed the price to Buyer of the specific Goods manufactured or Services provided by the Seller giving rise to the claim or cause of action. Buyer agrees that in no event shall Seller’s liability to Buyer and/or its customers extend to include indirect special, incidental, consequential or punitive damages. The term “consequential damages” from non-delivery or through defects in materials or workmanship or from any other causes whatsoever shall include, but not be limited to loss of anticipated profits, loss of use, loss of data, loss of production, loss of revenue and cost of capital.

8.  INDEMNITY:

The Seller agrees to protect, defend, indemnify and hold harmless the Buyer, its respective shareholders, officers, directors, employees and consultants from and against any and all claims, demands, losses, causes of action, liability and costs (including all legal costs and attorney fees) of every kind and nature arising out of or connected in any way with (a) Buyer’s performance and/or breach hereunder, (b) damage to property, personal injury or death of the Buyer’s employees, or (c) claims of any third parties alleged to have been caused by any act or omission of the Seller connected with the Product(s) and/or Services provided by the Seller. The same reverse indemnity shall apply from Buyer to Seller.

 

9.  INTELLECTUAL PROPERTY MATTERS:

Subject to the limitations contained in these Conditions (including in Section 7 and this Section 9), Seller shall defend any suits brought against Buyer based on a claim that use of the Goods supplied by Seller constitutes an infringement of any patent, copyright or other intellectual property rights of any third party, and shall pay any damages awarded therein against Buyer, provided that Buyer (a) promptly notifies Seller in writing of the filing of such suit or the threat thereof; (b) permits Seller to control completely the defense of compromise of such claim of infringement; and (c) provides all reasonable assistance and cooperation requested by Seller for the defense of such suit. Seller shall retain ownership of all right, title and interest (including copyright and patent rights) in and to the intellectual property relating to all Goods and Services and work product relating to these (excluding any third party software products). Nothing in these Conditions constitutes a transfer or conveyance of any right, title or interest in such intellectual property, including without limitation to any software or firmware contained in those, except the limited right to use it as provided hereunder and/or in the Purchase Documents. This obligation of Seller in this Section 9 shall be effective only if Buyer shall have made all payments then due hereunder and if Seller is notified promptly in writing and given authority, information, and assistance at Seller’s expense for the defense of the same. In the event the use of such Goods by Buyer is enjoined in such a suit, Seller shall, at its expense, and at its sole option, either (a) procure for the Buyer the right to continue using such Goods, (b) modify such Goods to render them non-infringing, or (c) replace such Goods with non-infringing Goods. Seller will not be responsible for any compromise or settlement made without its written consent. The foregoing states the entire liability of Seller for patent, trademark, copyright or other intellectual property rights’ infringement, and in no event, shall Seller be liable if any infringement claim is based on the use of Seller’s Goods for a purpose other than that for which it was sold by Seller. As to any Goods or Services furnished by Seller to Buyer and manufactured or provided in accordance with designs proposed by Buyer, the Buyer shall indemnify Seller against any award made against Seller for any patent, trademark, copyright or other intellectual property rights’ infringements. 

 

10.  INSTALLATION:

Buyer shall be responsible, at its sole expense, for receiving, storing, installing, starting up and maintaining all Goods. Seller shall provide a quotation for Services to assist Buyer in these functions if requested.

 

11.  EXPORTS/IMPORTS:

The Buyer acknowledges and warrants that it (a) will adhere to and comply with all applicable domestic and foreign export control laws, regulations orders and requirements (the “Export Control Laws”), and (b) will not, directly or indirectly, as agent, consultant, customer, end-user, freight forwarder or otherwise directly or indirectly through a third party (i) ship the Goods to any country subject to trade embargoes in violation of any Export Control Laws or (ii) apply, sell, export, re-export, divert or otherwise transfer the Goods in support of a prohibited end-use.   

 

12.  TERMS OF PAYMENT:

Subject to approval of the Seller’s credit department, the Buyer shall pay the Seller the price of the Goods and/or Services provided within thirty (30) calendar days from the date of the Seller’s invoice. All overdue payments shall bear interest commencing on the day on which the amount became payable, calculated at the rate of 1.5% per month compounded monthly (i.e., 19.5618% per annum). Unless otherwise provided in Seller’s written quotation, periodic milestone payments shall be made by Buyer when the purchase price subject to these Conditions exceeds $ 100,000.  In such cases, invoices shall be issued by Seller and paid by Buyer based on the following milestones:  Milestone 1: 30% of price upon acceptance of order by Seller.  Milestone 2:  30% of price upon release by Seller of approved bills of material release for manufacturing or assembly. Milestone 3: 40% of price upon readiness for shipment of the Goods by Seller.

 

13.  SOFTWARE AND FIRMWARE:

Notwithstanding any other provision herein to the contrary, Seller or applicable third-party owner shall retain all rights of ownership and title in its respective firmware and software, including all copyrights relating to such firmware and software and all copies of such firmware and software and its documentation.  Except as otherwise expressly provided herein, Buyer is hereby granted a limited, nonexclusive, non-assignable, non-transferable, royalty free license to use firmware and software, and copies of firmware and software and its documentation, incorporated into the Goods only in conjunction with such Goods and only at the Buyer’s specific plant site where the Goods are first used.  Buyer may negotiate purchase from with Seller separate licenses to use such copies and firmware and software at other plant sites.  Buyer’s use of certain firmware (as specified by Seller) and all other software shall be governed exclusively by Seller’s and/or third-party owner’s applicable license terms. Any software or computer information, in whatever form that is provided with Goods manufactured by Seller or as part of Services, is licensed to Buyer solely pursuant to standard licenses of Seller or its supplier of such software or computer information which licenses are hereby incorporated by reference as applicable. Subject to and in addition to Section 6 above, Seller does not warrant that such software or computer information will operate error free or without interruption and warrants only that during the warranty period applicable to the Goods that the software will perform its essential functions. If such software or computer information fails to conform to such warranty, Seller will, at its option and as Buyer’s sole remedy, provide an update to correct the non-conformance or replace the software or computer information with the latest available version containing a correction. Seller shall have no other obligation to provide updates or revisions.

 

14.  BUYER SUPPLIED DATA:

To the extent that Seller has relied upon any Buyer Specifications or other data or information supplied by Buyer to Seller in the selection or design of the Goods and/or provision of the Services and the preparation of Seller’s quotation, and in the event that actual operating conditions or other conditions differ from those represented by Buyer and relied upon by Seller, any warranties or other provisions contained herein which are affected by such conditions shall be null and void, unless otherwise mutually agreed upon in writing.

 

15.  NON-DISCLOSURE:

The Buyer agrees that it shall not disclose or otherwise make available to third parties any particulars relating to any information which the Seller has a proprietary interest in including, but not limited to its product, software, firmware, specifications, drawings and data, without receiving written permission from the Seller.

 

16.  GENERAL PROVISIONS:

(a) Buyer shall not assign its rights or obligations under these Conditions without Seller’s prior written consent. (b) There are no understandings, agreements or representations, express or implied, not specified in these Conditions. (c) No action, regardless of form, arising out of transactions under these Conditions, may be brought by either party more than two (2) years after the cause of action has accrued.  (d) The agreement formed under these Conditions shall be construed, performed and enforced under the laws of the Province of Ontario or Manitoba including references to the federal laws of Canada without regard to its conflicts of laws interpretations thereof. (e) GOODS AND SERVICES PROVIDED HEREUNDER ARE NOT SOLD OR INTENDED FOR USE IN ANY NUCLEAR OR NUCLEAR RELATED APPLICATIONS. Buyer agrees that all Goods and Services require proper compliance with import and export laws and where applicable on administrative requirements including the collection payment of all associated duties, taxes and fees to authorities by Seller. The 1980 United Nations Convention on Contracts for the International Sale of Goods does not apply to this Conditions.

 

17.  RETURNS OF GOODS:

No Goods may be returned without first obtaining Seller’s written permission and thereafter issued with return authorization number by Seller. Returned Goods must be of current manufacture, in the original packaging, unused and undamaged condition. Returned Goods must be securely packed to reach Seller without damage and labeled with the return authorization number. For any returns, Buyer will be responsible for the cost of associated return freight to Seller unless if returns result from Seller error, freight charges will be paid by Seller. Any cost incurred by Seller to put Goods in resalable condition will be charged to the Buyer. Returns must originate from the original Buyer account number. Returns will be credited at the original price paid as indicated on the invoice or Purchase Order associated to the Goods being returned as provided by the Buyer. If no invoice number or Purchase Order number is provided, then credit will be issued based on the stock price in effect 12 months prior to date of return authorization and will also have an additional processing fee applied. The return item listed in the current product list as returnable and which are accepted for credit, not involving a Seller error, shall be assessed a Seller restocking fee on the invoice price. 

 

18.  INSURANCE:

Seller shall obtain and maintain all appropriate insurance coverage (including, without limitation, commercial general liability, worker’s compensation, auto, errors and omissions, professional liability insurance) and for such amounts in accordance with Seller’s industry practice. Certificate of insurance evidencing this may be provided on request.

 

19.  HEALTH AND SAFETY, DESIGNATED SUBSTANCES FREE ON BUYER’S SITE

Seller employees shall not perform Services on Buyer’s site that, in their opinion, is not free of reasonably foreseeable health, safety and Designated substances harm. This includes working on any equipment, whether provided by Seller, Buyer or otherwise, that in the Seller’s or such Seller employees’ sole opinion has not been placed in a safe working condition. Buyer warrants that site and working conditions shall meet or exceed those specified by applicable Occupational Health and Safety Act and Regulations including ensuring Designated substances free work environment.  Buyer shall inform Seller of: (a) known hazards, or reasonably foreseeable hazards, that are related to Seller’s scope of Services and the site where the Services will be performed; and (b) information about the worksite necessary to identify hazards and assess risk for the protection of the health and safety of Seller personnel. This information might include, but  is not limited to: (i) providing an accurate up-to-date drawings, process data and specification information, (ii) providing  relevant  Workplace Hazardous Materials Information System (WHMIS) information such as Material Safety Data Sheets (MSDS) and floor plans indicating areas where hazardous materials are located and emergency exits for service rooms and other areas of operation; and (iii) other site specific information relative to the Buyer’s operation, process and  safety systems.  Any hazardous materials requiring remediation in Seller’s sole opinion will be separately chargeable to Buyer and will be a condition precedent to Buyer’s continued performance of such Services.  Seller will not be liable for any costs, fees, charges or expenses incurred to identify or safely remove any Designated substances deem necessary on Buyer’s site.

 

20.  ACCESS TO BUYER SITE

Buyer to ensure site access will be free and unrestricted to enable Seller to perform the Services. Any waiting or delay time due to others, and/or any site-specific requirements for safety training or whatsoever beyond Seller’s control will be billable per published rates. Minimum billing rates of a 4-hour minimum charge for travel where Services are performed in less than 4 hours, and an 8-hour minimum charge for Services otherwise, plus applicable travel cost and expenses charges from Seller dispatch location. Any cancellation of scheduled Services received less than 48-hour will be charged the same minimum billing rates plus any other travel and expenses charges due to the Buyer’s requested changes. Buyer shall appoint a representative familiar with the site conditions and nature of the Services to be performed by the Seller to be present at all times including providing all necessary assistance while Seller personnel are at the site. Seller shall not be liable for any expenses incurred by Buyer in removing, replacing or refurbishing any Buyer equipment or any part of the building structure that may restrict Seller access. Seller shall not be liable or responsible for any site work performed by Buyer. 

 

21.  CHANGE ORDERS AND/OR CANCELLATIONS

Change Orders and/or Cancellations issued by the Buyer after contract placement with Lakeside Process Controls Ltd. will be subject to fees to be determined at the time of the change and/or cancellation request. Changes include but are not limited to changes to Documentation, Tagging, Calibration Range(s), Model Number(s), Quantity, Materials of Construction, and Orientation.  Cancellations are defined as each reduction in quantity of model(s) and part number(s) per line item ordered.  In the event of a credit hold, Seller reserves the full right to apply cancellation fees if equipment has been built and ready for shipment for 60 calendar days beyond the original requested ship date, and the credit hold has not been resolved by the Buyer, the Seller reserves the right to cancel the Buyer’s order and apply all associated cancellation fees to the Buyer’s account.

 

22.  MINIMUM ORDER VALUE

Effective April 21, 2016, the Minimum Order Value for all Lakeside Process Controls Ltd. customers is $135 CAD.

 

QF-062 Rev 4 (May 14, 2019)

TERMS AND CONDITIONS OF PURCHASE (STANDARD)    |    Lakeside Process Controls Ltd.

These Purchase Order Terms and Conditions (“Conditions”), shall apply to every purchase order document issued by the Lakeside Process Controls Ltd. (“Purchaser”).

 

As used herein “Purchaser” means Lakeside Process Controls Ltd., “Purchaser’s Authorized Representative” means the person or persons authorized by Purchaser to issue “Purchase Order” (“Order”) including all exhibits, schedules and attachments referenced herein and may further authorised written change of this Order. “Vendor” means the party with whom Purchaser is contracting. The Vendor specifically agrees to be bound and acknowledges that unless the Purchaser agrees in writing to a modification of these Terms and Conditions, these Terms and Conditions shall apply to all and take precedence over any of the Vendor’s Terms and Conditions whether set out in the Quotation including in its any form of order acknowledgement or any Vendor acceptance correspondence or invoices otherwise. Any and all terms and conditions proposed by Vendors which are different from or in addition to the terms and conditions of Purchaser’s Purchase Order are hereby deemed to be material alterations and shall not become a part of this Order or binding upon Purchaser. Regardless of Vendor’s acceptance or acknowledgement of Purchaser’s Order, the shipment of goods, or commencement of performance of services hereunder shall constitute Vendor’s acceptance of the terms and conditions contained herein.

 

Definitions:

  • “Purchaser” means Lakeside Process Controls Ltd. or abbreviated as “Lakeside”;
  • “Vendor” means the company, inclusive of partnership, person or entity selling Goods and/or Services to Purchaser; and includes any reference to “Seller”, “Subcontractor,” “Contractor,” or “Supplier.”
  • “Purchase Order” means the documents accompanying these Conditions including, as applicable, the Purchaser’s requisition;
  • “Goods” means the product, equipment, materials or parts being purchased by the Purchaser as identified in the Purchase Documents;
  • “Services” means the services of any description or kind to be provided by the Vendor in relation to the Products as more particularly identified in the Purchase Documents;
  • “Software” means the executable file of the computer programs, and “Firmware” means the source code, to be provided by the Vendor to the Purchaser which is more particularly described in the Purchase Documents;
  • “Conditions” means these terms and conditions and constitutes the entire agreement between Purchaser and Vendor.

 

1.  DELIVERY OF GOODS AND/OR SERVICES

    1. Vendor agrees to supply and deliver the Goods and/or to perform the Services to Purchaser, as applicable, on the terms and conditions set out in this Agreement. Unless otherwise, all Deliverables shall be delivered from Vendor’s facility to FCA Delivery Point (Incoterms® 2020) as stated on the face of the Purchase Order document either at Purchaser’s premises or specified Purchaser’s customer final destination location.
    2. Vendor shall, include at its own expense, packing, loading, shipping and delivering the Goods to the Delivery Point and provision of required documentation in accordance with the delivery terms, as per other instructions as printed on the face of the Purchase Order or otherwise provided to Vendor by Purchaser in writing. No extra charges will be allowed for freight, transportation, insurance, shipping, storage, handling, demurrage, duties, cartage, packaging or similar charges including any return shipment to Vendor unless provided for in the applicable Purchase Order or otherwise separately agreed to in writing by Purchaser. Vendor shall be liable for any damages as a result of their failure to follow these requirements.
    3. Goods shall be delivered, and Services performed, by the applicable Delivery Date shown on Purchase Order. Vendor must notify Purchaser if Vendor is likely to be unable to meet a Delivery Date or incur direct cost of resultant delays. At any time prior to the Delivery Date, Purchaser may, upon reasonable period of notice to Vendor, cancel or change a Purchase Order, or any portion thereof, for any reasonable reason, including, without limitation, for the convenience of Purchaser’s customer request or due to failure of Vendor to comply with this Agreement, unless otherwise noted.
    4. Title and risk of loss or damage shall pass to Purchaser upon receipt of Goods at the Delivery Point, unless otherwise agreed to by the Purchaser in writing. Purchaser has no obligation to obtain insurance while Goods are in transit from Vendor to the Delivery Point.
    5. Vendor shall follow all instructions of Purchaser and cooperate with Purchaser’s customs broker as directed by Purchaser (including by providing requested shipping documentation) with respect to all Goods that originate from sources or suppliers based outside Canada. Vendor shall comply with all the requirements of the Canada Border Services Agency (or any successor organization) with respect to the importation of Goods from outside Canada.

 

2.  PRICE / PAYMENT TERMS:
Firm Prices for the Goods and/or Services will be set out in the applicable Purchase Order. No Price adjustment or charges allowed unless expressly set out as approved written change to Purchase Order and shall not be effective unless agreed to in advance in writing by Purchaser. Purchaser will pay to Vendor the amount stated on Purchase less applicable withholding, subject to any agreed upon new adjustments for change orders. All payments are to be provided net 45 Days from the date of invoice approved unless otherwise agreed. Where Progress Payments apply, holdbacks will be deducted per payment, balance to be paid out 60 days from project completion. Purchaser shall have the right to withhold payment of any invoiced amounts that are disputed in good faith until the parties reach an agreement with respect to such disputed amounts and such withholding of disputed amounts shall not be deemed a breach of this Agreement nor shall any interest be charged on such amounts. It is understood (a). Products shipped in excess of quantity designated in this order may be returned at Seller’s expense. (b). Purchaser shall have no obligation to Vendor to purchase any minimum quantity of products or services (c). Purchaser may provide written notice requesting Vendor to delay shipment of purchased products or performance of services without cost of incurring additional storage or delay charges to Purchaser.

 

3.  CHANGES:
Purchaser may, by written notice to Vendor, at any time and from time to time, make requests, give Vendor instructions or directions in respect of the changes to delivery of Goods and/or Services through alterations, additions, or deletions or an acceleration (collectively, “Requests”). No Request purportedly given by Purchaser shall be effective unless and until formalized by means of a change order, or otherwise given or confirmed in writing by Purchaser. Upon receiving any purported Request given orally or by anyone not known by Vendor to represent Purchaser, Vendor shall request that same be formalized by means of a change order, or that it be otherwise confirmed in writing by Purchaser. If Vendor considers that a Request justifies any changes to the Price and/or to the Delivery Date to notify in writing within ten (10) Days from the receipt of such Request and before implementing such Request, notify Purchaser thereof. Should Vendor fail to so notify Purchaser within ten (10) Days from the receipt of the Request, or should Vendor commence implementing the Request before giving such notice or should Vendor act on the basis of a Request given orally, Vendor shall be deemed to have waived any right it may have to claim relief or compensation on the grounds thereof. This Order may only be changed or modified by a Purchase Order Amendment issued by Purchaser.   Any attempted oral modifications to this Order shall not be binding upon Purchaser.

 

4.  TERMINATION:
Notwithstanding anything in this Purchase Order, Purchaser may at any time and without incurring payment of any penalty for damages, cancel the undelivered portion of Goods delivery and/or the any balance of Services terminate this Purchase Order, in whole or in part, specifying therein the effective date of such termination; or effective immediately in the case of an Event of Default by Vendor. For the purposes of this Purchase Order, an “Event of Default” shall mean any of the following: (a) breach of any terms of this Agreement; (b) failure to perform in accordance with the requirements of this Purchase Order; (c) failure to make progress so as to endanger timely and proper delivery of the Goods or completion of the Services and, in each such case, (d) Vendor does not cure or correct such breach or failure within Purchaser written notice of specified allowance time; (e) Vendor ceases or threatens to cease conducting business, or in the reasonable opinion of Purchaser will be unable to continue conducting business; (f) any petition, proceeding or other action under any law relating to bankruptcy or insolvency is filed or instituted by or against Vendor; or (g) Vendor subcontracts the performance of any of its obligations in this Purchase Order without the prior written consent of Purchaser or makes an unauthorized assignment of this Purchase Order. Upon such termination, Vendor shall immediately re-pay to Purchaser all sums of money, including deposits, paid by Purchaser net of the purchase price of conforming Product delivered prior to termination, and Purchaser shall have no further liability whatsoever to Vendor save for payment for conforming Goods and/or Services delivered prior to termination. Purchaser may make such equitable adjustments in the price and/or delivery requirements under this Order as Purchaser deems appropriate to address the change in Vendor’s circumstances, including Vendor’s on-going liability to perform its obligations regarding warranty, correction on defective Goods and/or balance of Services or other requirements under this Order.

 

5.  WARRANTY:

    1. Product Warranties. Vendor warrants to Purchaser that all Deliverables includes a Warranty Period of two (2) years from the date of acceptance by Purchaser. This warranty covers (i) of merchantable quality; (ii) fit for the purposes intended; (iii) unless otherwise agreed to by Purchaser, to be new, free from defects in design, material and workmanship; (iv) in strict compliance with the Specifications; (v) free from any liens or encumbrances on title whatsoever; (vi) in conformance with any samples provided to Purchaser; and (viii) compliant with all applicable laws, regulations, standards, and codes. The foregoing warranties shall survive any testing, inspection or acceptance by Purchaser of Deliv During the warranty period, if Purchaser identifies a non-conformity, Purchaser shall notify Vendor and shall direct Vendor, at Vendor’s sole expense, to repair, correct, or refund the purchase price for that portion of the Work non-conforming under this Order. The warranty will continue as to repaired or corrected work for two (2) years from the completion of the repair or replacement. If Vendor does not comply with this warranty, Purchaser may repair or correct the defective or nonconforming work at Vendor’s expense.
    2. Service Warranties. Vendor shall perform all Services: (i) exercising that degree of professionalism, skill, diligence, care, prudence, judgment, and integrity which would reasonably be expected from a skilled and experienced service provided providing services under the same or similar circumstances as the Services under this Agreement; (ii) in accordance with all Specifications and all Purchaser’s policies, guidelines, by-laws and codes of conduct applicable to Vendor; and (iii) using only personnel with the skills, training, expertise, and qualifications necessary to carry out the Services. Purchaser may object to any of the Vendor’s personnel engaged in the performance of Services who, in the reasonable opinion of Purchaser, are lacking in appropriate skills or qualifications, engage in misconduct, constitute a safety risk or hazard or are incompetent or negligent, and the Vendor shall promptly remove such personnel from the performance of any Services upon receipt of such notice, and shall not re-employ the removed person in connection with the Services without the prior written consent of Purchaser.
    3. Intellectual Property Warranty. Vendor further warrants to Purchaser that at all times all Goods and or Services (including any Deliverables) will not be in violation of or infringe any Intellectual Property Rights.
    4. Manufacturer Warranties. Vendor shall assign to Purchaser all original manufacturer’s warranties to the fullest extent assignable for Goods not manufactured by or for, and Vendor shall take all necessary steps as required by such third-party manufacturers to effect assignment of such warranties to Purchaser including incurring the cost of warranty.

 

6.  WARRANTY REMEDIES:

In the event of breach of any of the warranties and without prejudice to any other right or remedy available to Purchaser (including Purchaser’s indemnification rights hereunder), Vendor will, at Purchaser’s option and Vendor’s expense, refund the purchase price for, or correct or replace the affected Goods, or re-perform the affected Services, within ten (10) days after notice by Purchaser to Vendor of warranty breach. All associated costs, including costs of re-performance, costs to inspect the Goods and/or Services, transport the Goods from Purchaser to Vendor, and return shipment to Purchaser, and costs resulting from any supply chain interruptions, will be borne by Vendor. If Goods are corrected or replaced or Services are re-performed, the warranties will continue as to the corrected or replaced Goods for a further Goods Warranty Period commencing on the date of Acceptance of the corrected or replaced Goods by Purchaser. If Vendor fails to repair or replace the Product within the time periods required above, Purchaser may repair or replace the Goods at Vendor’s expense.

 

7.  INTELLECTUAL PROPERTY RIGHTS:

All Intellectual Property Rights in and to each Deliverable shall vest in Purchaser free and clear of all liens and encumbrances on receipt of payment by Vendor for each Deliverable. To the extent that any Deliverables contain any intellectual property of Vendor, Vendor hereby grants to Purchaser a worldwide, royalty-free, non-exclusive, perpetual license to use, copy, modify and distribute such intellectual property as part of the Deliverables. Vendor agrees to provide to Purchaser all assistance reasonably requested by Purchaser to perfect the rights described herein, including obtaining all assignments and waivers of moral rights necessary or appropriate to vest the entire right, title and interest in such materials in Purchaser and its successors and assigns. In the event that any Goods provided by Vendor to Purchaser are subject to a claim or allegation of infringement of Intellectual Property Rights of a third party, Vendor shall, at its own option and expense, without prejudice to any other right or remedy of Purchaser (including Purchaser’s indemnification rights hereunder), promptly provide Purchaser with a commercially reasonable alternative, including the procurement for Purchaser of the right to continue using the Goods in question, the replacement of such Goods with a non-infringing alternative satisfactory to Purchaser, or the modification of such Goods (without affecting functionality) to render them non-infringing.

 

8. CONFIDENTIALITY:

Vendor shall safeguard and keep confidential any and all information relating to Purchaser obtained by it or provided to it by Purchaser in connection with this Agreement and shall use such information only for the purposes of carrying out its obligations under this Agreement. The foregoing shall not apply to confidential information which (i) is in or enters the public domain other than by breach thereof, (ii) is obtained from a third party lawfully, (iii) is or has been independently generated by Vendor, or (iv) is properly disclosed pursuant to a statutory obligation, the order of a court of competent

jurisdiction or that of a competent regulated body. Purchaser information is and shall remain the property of Purchaser and Vendor shall not use such information for any purpose other than where strictly necessary for the provision of Goods/Services in accordance with this agreement.

 

9.  COMPLIANCES:

Vendor further agrees to comply with all laws and regulations, including without limitation, when specified on Purchase Order to international, federal, provincial, municipal and local laws and codes, quality system standards, and quality assurance requirements, environmental standards and any additional technical codes, reference standards or norms in writing.

 

10.  TITLE: Vendor expressly warrants and guarantees that title to all material, goods or equipment procured for use in or incorporated into the Work, whether in part or in full, will pass to Purchaser free and clear of all liens, claims, security interests or encumbrances.

 

11.  INSURANCE:

In the event Vendor performs services on Purchaser’s premise or the premises of Purchaser’s customer, Vendor shall provide and shall require its subcontractors to provide proof of insurance in the form and amounts acceptable to Purchaser the following types of insurance in amounts not less than indicated below or such additional coverage or higher limits as required by the Purchaser’s customer(s).   The Vendor shall also maintain and keep in full force and effect, at its own expense, during the Contract Term, the following insurance which shall cover the performance of the Work: (i) Workers’ Compensation coverage in the amount required by applicable statute and regulation; (ii) Comprehensive General Liability insurance having a minimum inclusive coverage limit including personal injury and property damage of at least $2,000,000; (iii) Owned Automobile Liability insurance on all vehicles used in connection with the Work of at least $2,000,000 in respect of bodily injury (including passenger hazard) and property damage inclusive in anyone accident; (iv) Non-Owned Automobile Liability insurance having a limit of at least $2,000,000 in respect of bodily injury (including passenger hazard) and property damage inclusive in anyone accident. Vendor will promptly deliver to Purchaser, as and when requested, written proof of such insurance. If requested, Purchaser will be named as an additional insured under any such policies. If requested by Purchaser, such insurance will provide that it cannot be cancelled, or materially changed so as to affect the coverage provided under this Agreement, without the insurer providing at least 30 days prior written notice to Purchaser.

 

12.  INDEMNIFICATION:

Vendor shall indemnify, defend and hold harmless Purchaser, its Affiliates, and their respective officers, directors, employees, consultants, and agents (the “Purchaser Indemnified Parties“) from and against any claims, fines, losses, actions, damages, expenses, legal fees and all other liabilities brought against or incurred by the Purchaser Indemnified Parties or any of them arising out of: (a) death, bodily injury, or loss or damage to real or tangible personal property resulting from the use of or any actual or alleged defect in the Goods or Services, or from the failure of the Goods or Services to comply with the warranties hereunder; (b) any claim that the Goods or Services infringe or violate the Intellectual Property Rights or other rights of any person; (c) any intentional, wrongful or negligent act or omission of Vendor or any of its Affiliates or subcontractors; (d) Vendor’s breach of any of its obligations under this Agreement; or (e) any liens or encumbrances relating to any Goods or Services. Vendor’s obligation to defend and indemnify under this Section will apply regardless of whether the claim arises in tort, negligence, contract, warranty, strict liability or otherwise, except for claims that arise as a result of the negligence of Purchaser, but in such event only to the extent of such negligence. The provisions of this section shall also apply to any third-party claims against Vendor that are directly or indirectly related to the actions of Purchaser as noted in this section. Vendor shall not settle any such suit or claim involving Purchaser without prior written approval, said approval to not be unreasonably withheld.

 

13.  LIMITATION OF LIABILITY:

EXCEPT FOR VENDOR’S OBLIGATIONS UNDER INDEMNITIES, AND EXCEPT FOR DAMAGES THAT ARE THE RESULT OF THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF A PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, INCLUDING ANY LOST PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY FOR ANY MATTER RELATING TO THIS AGREEMENT.

 

14.  LIENS:

The Vendor agrees to indemnify and save Purchaser harmless from any and all claims, demands, causes of action or suits of whatever nature arising out of the services, labour and materials furnished by the Vendor or sub-contractors under this Contract; from all labourers’, materials and construction liens and construction legal hypothecs upon the real property upon which the Work is located arising out of the services, labour and materials furnished by the Vendor under this Contract; and shall keep said property free and clear of all liens, hypothecs, claims and encumbrances arising from the performance of the Work by the Vendor or Sub-contractors. In the event that any construction lien is registered against a property where Work has been undertaken by or through a sub-contractor (the “Liened Property”), and provided that Purchaser has paid all amounts properly due under this Contract, the Vendor shall at its own expense, post the security necessary to vacate or discharge such lien, as the case may be. In the event a lien action is commenced and a statement of claim is issued and served, the Vendor shall take all reasonable steps to remove Purchaser or the owner of the Liened Property (as the case may be) from the main action and indemnify Purchaser and hold it harmless in such action, except where the statement of claim makes substantial claims against Purchaser beyond the recovery of holdbacks under the Construction Lien Act. In the event that a legal hypothec is registered against a property where Work has been undertaken by or through a Sub-contractor, the Vendor shall take actions to remove the hypothec from the property and shall hold harmless and indemnify Purchaser and the property owner from any action taken with respect to such legal hypothec. Nothing herein precludes the Vendor from defending any lien action as referenced aforesaid as against the party claiming the lien.

 

15.  SUB-CONTRACTS AND RELATIONSHIP OF THE PARTIES:

Vendor shall not sub-contract or delegate any of the Work, except to sub-contractors or sub-sub-contractors previously approved in writing by Purchaser. It is expressly understood that the relationship between the parties to this Contract shall be that of independent contractors.

 

16. INSPECTION, ACCEPTANCES AND SITE STANDARD

    1. All shipments of Goods and performance of Services shall be subject to Purchaser’s right of inspection. Purchaser shall have ninety (90) days(the “Inspection Period”) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspection, and upon such inspection Purchaser shall either accept the Goods or Services (“Acceptance”) or reject them. Purchaser shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, Purchaser shall have the right to reject any Goods or Services that are not in conformance with the specifications or any term of this Agreement. Transfer of title to Purchaser of Goods shall not constitute Purchaser’s Acceptance of those Goods. Purchaser shall provide Vendor within the Inspection Period notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Purchaser does not provide Vendor with any notice of rejection within the Inspection Period, then Purchaser will be deemed to have provided Acceptance of such Goods or Services. Purchaser’s inspection, testing, or Acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect Vendor’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance and use of the Goods or Services.
    2. Purchaser shall be entitled to return rejected Goods to Vendor at Vendor’s expense and risk of loss for, at Purchaser’s option, either: (i) full credit or refund of all amounts paid by Purchaser to Vendor for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Purchaser. Title to rejected Goods that are returned to Vendor shall transfer to Vendor upon such delivery and such Goods shall not be replaced by Vendor except upon written instructions from Purchaser. Vendor shall not deliver Goods that were previously rejected on grounds of non-compliance with this Agreement, unless delivery of such Goods is approved in advance by Purchaser, and is accompanied by a written disclosure of Purchaser’s prior rejection(s).
    3. Purchaser’s inspection shall not be construed as supervision of the Order and shall not make Purchaser responsible for Vendor’s acts or omissions. Notwithstanding any oversight by Purchaser, any Work provided hereunder that does not comply with this Order shall be corrected at Vendor’s expense. Purchaser is entitled to final inspection before acceptance of Work under this Order.
    4. Purchaser release of payment for the Goods and/or Services including review and inspection of works, shall not release Vendor from any of the warranties or obligations of this Purchase Order and shall not be deemed a waiver of any right of Purchaser to insist upon strict performance hereof or any of its rights or remedies as to any such Goods regardless when shipped, received or accepted, or as to any prior or subsequent default hereunder, nor shall any termination of this Purchase Order by Purchaser shall operate as a waiver of any of the terms hereof.
    5. Vendor contracted for site services shall comply with Purchaser’s customer site policy (“site standard”) including to keep the work area as neat as possible, at the end of each day, free of rubbish and debris including maintaining safety standard to the satisfaction of Purchaser or its customer. Vendor shall repair all damage to the work site or surrounding areas if resulting from the site services work. Unless otherwise agreed, Purchaser will have sole decision on whether to turn over any materials discharged or replaced by the work to its customer, otherwise it is determined that the Vendor has responsibility for disposal including all direct and indirect costs.
    6. If any of the work is required to be inspected or approved by any public authority, the Vendor shall cause such inspection or approval to be performed at its own expense. No inspection performed or failed to be performed hereunder shall be a waiver of any of the Vendor’s obligations hereunder or be construed as an approval or acceptance of the Work or any part thereof by the Purchaser. No form of Partial or operational use of the Goods and/or Services shall constitute an acceptance of any portion of the Vendor’s Goods and/or Services in accordance with the requirements of the Purchase Order.
    7. Vendor agrees that Purchaser shall have access to and the right to examine any pertinent documents and accounting records of Vendor which pertain to transactions under this Order for a period of five (5) years after expiration of this Order. Vendor agrees to assign this right to any third party who purchases the Work from Purchaser.  
    8. Final payment will be withheld pending submittal of documentation as specified requirement on Purchase Order and Vendor shall be responsible to provide such, including any revision or resubmission as otherwise directed to its approval by Purchaser.

 

17.  SAFETY:

In carrying out performance of Services obligations under the Agreement, Vendors shall at all times comply with all applicable federal, provincial, and municipal laws, regulations, standards, and codes. Vendor shall fully comply with all safety rules, regulations and guidelines and policies of Purchaser, if any, which are part of this Agreement or otherwise. Notwithstanding Vendor’s adherence to any safety rules, regulations and policies of Purchaser, if any, Vendor acknowledges and agrees that it has full and sole responsibility for implementation, compliance and enforcement of all safety rules, regulations, and guidelines and that Purchaser’s safety rules, regulations, and policies, if any, do not in any way relieve Vendor of such sole and full responsibility. Notwithstanding Vendor’s adherence to any safety rules, regulations and policies of Purchaser, if any, Vendor acknowledges and agrees that it has full and sole responsibility for implementation, compliance and enforcement of all safety rules, regulations, and guidelines and that Purchaser’s safety rules, regulations, and policies, if any, do not in any way relieve Vendor of such sole and full responsibility. Unless agreed in writing, Vendor shall supply all health and safety equipment, or materials used in or required by any law, rule, regulation or guideline of any federal, provincial, territorial, state or local authority, agency, or association in the performance of the Work.

 

18.  ENVIRONMENTAL REQUIREMENTS AND HAZARDOUS MATERIALS:

Vendor agrees to provide, upon and as may be requested by Purchaser, to satisfy any applicable laws governing the use of any hazardous substances either of the following: (a) all reasonably necessary documentation to verify the material composition, on a substance by substance basis, including quantity used of each substance, of any Goods, and/or of any process used to make, assemble, use, maintain or repair any Goods; or (b) all reasonably necessary documentation to verify that any Goods and/or any process used to make, assemble, use, maintain or repair any Goods, do not contain, and the Services do not require the use of, any particular hazardous substances specified by Purchaser.

 

19.  GOVERNING LAW:

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties irrevocably attorn to the jurisdiction of the courts of Ontario in Toronto, which will have non-exclusive jurisdiction over any matter arising out of this Agreement.

 

20.  ASSIGNMENT:

Vendor may not assign or subcontract this Agreement, in whole or in part, without first obtaining Purchaser’s prior written consent. Vendor’s permitted assignment or subcontracting of this Agreement or any part thereof will not release Vendor of its obligations under this Agreement, and it will remain jointly and severally liable with the assignee or subcontractor for any obligations assigned or subcontracted. The acts of omissions of any subcontractors of Vendor will be deemed to be the acts and omissions of the Vendor. This Agreement shall enure to the benefit of and be binding upon the parties and their respective legal personal representatives, heirs, executors, administrators, assigns or successors.

 

21.  PRIOR AGREEMENTS AND MODIFICATIONS.

There are no understandings, agreements or representations, express or implied, not specified in the Agreement. Any modification of these Terms and Conditions must be set forth in a written agreement signed by authorized representative of Purchaser. Should any provision of these terms and conditions be or become illegal or unenforceable, the remaining provisions shall remain in force and be binding upon the parties.

 

22. CODE OF CONDUCT:

Vendor agreement to code of conduct includes shall not engage, actively or passively, nor directly or indirectly in any form of bribery to personnel acting on behalf of Purchaser. In addition to other rights and remedies the Purchaser may have, the Purchaser may terminate this Contract in case of a breach.

 

23. LANGUAGE:

It is the express wish of the parties that this Terms and Conditions with any related documentation be drawn up in English. Il est de la volonté expresse des parties que cette convention ainsi que tout document connexe soient rédigés en langue anglaise.

QF-155

Return Policy Policy    |    Lakeside Process Controls Ltd.

Returned equipment may be accepted for return by Lakeside Process Controls Ltd. if the equipment is new, unused, undamaged, in the original shipping container(s), and within three months of original purchase date.  All returned equipment is subject to a restocking fee to be determined at the time of request.  Shipping charges for the return shall be paid by the customer and sent to a location designated by Lakeside Process Controls Ltd. Lakeside Process Controls Ltd. will retain delivery premiums associated with the original shipment of the returned equipment. Upon receipt and inspection of the equipment, the condition of material is subject to determination by Lakeside Process Controls Ltd. Quality Assurance department.  Lakeside Process Controls Ltd. reserves the right to deny credit for any authorized returns that upon inspection are deemed not to meet the criteria set out above. Lakeside Process Controls Ltd. reserves the right to refuse the return of equipment if the equipment is non-standard, of special material, built-to-order, or not returnable to the original manufacturer.  Return Material Authorizations are valid for six months from issue date, after which time Return Material Authorizations that have not been received will be cancelled, and associated equipment will be refused if received at Lakeside Process Controls Ltd.

Change Order & Cancellation Policy    |    Lakeside Process Controls Ltd.

Change Orders and/or Cancellations issued by the Customer after contract placement with Lakeside Process Controls Ltd. will be subject to fees to be determined at the time of the change and/or cancellation request. Changes include but are not limited to changes to Documentation, Tagging, Calibration Range(s), Model Number(s), Quantity, Materials of Construction, and Orientation.  Cancellations are defined as each reduction in quantity of model(s) and part number(s) per line item ordered.  In the event of a Credit Hold, Lakeside Process Controls Ltd. reserves the right to apply cancellation fees; if equipment has been built and ready for shipment for 60 days beyond the original requested ship date, and the credit hold has not been resolved by the Customer, Lakeside Process Controls Ltd. reserves the right to cancel the Customer’s order and apply all associated cancellation fees to the Customer’s account.

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