Conditions of Sale and Warranties
GENERAL
These conditions supersede all prior communications and agreements, and shall be deemed to be exclusive and complete. Notwithstanding any conflicting of
Waiver by Dur-Pro Ltée. of any default by the Client shall not be deemed a waiver by Dur-Pro Ltée. of any other default by the Client. The term "Contract" means any agreement resulting from the acceptance of the Terms and Conditions of Sale hereof.
DELIVERY
Unless stated otherwise on the documents concerning the Quotations, all goods manufactured, assembled or warehoused in the Continental United States are delivered f.o.b. point of shipment and goods shipped from Canada are delivered f.o.b. point of entry into the Continental United States.
Dur-Pro Ltée.'s responsibilities shall cease upon delivery to and receipt by a common carrier. Receipt of the products by the Client, upon its delivery, shall constitute a waiver of all claims for loss or damage due to delay.
Deliveries of work done on material furnished by Client are based on material being received at an agreed upon time and in quantities and conditions specified.
Dur-Pro Ltée. shall not be deemed to be in default nor liable for delays in delivery relating to labor disputes, transportation, border crossing delays, manufacturing delays beyond its control, or caused by third parties and or any other delays.
FORCE MAJEURE
Dur-Pro Ltée. shall not be deemed to be in default or liable for loss, damage, detention or delays in delivery or deliveries from causes beyond its reasonable control, or from fire, labor disputes, act or omission of Client, any government authority, compliance with import and export regulations, insurrection or riot, embargo, delays or shortages in transportation, restrictions or shortages in power, or inability to obtain necessary labor, materials, or manufacturing facilities from usual sources, either of foregoing nature or of any other kind, affecting Dur-Pro Ltée. or Dur-Pro Ltée.'s suppliers. In the event of delay due to any such cause, the date of delivery will be postponed by such length of time as may be reasonably necessary to compensate for such delay.
TERMS OF PAYMENT
All invoices shall be due and payable to Dur-Pro Ltée. in net cash thirty days from date of invoice unless otherwise stated.
All overdue accounts will bear interest at the yearly rate of 12% calculated on a monthly basis of 1% on all due balances.
Delays in transportation shall not extend the terms of payment.
Should the Client's financial responsibility become unsatisfactory to Dur-Pro Ltée., cash payment or satisfactory security deliveries there under may be discontinued at Dur-Pro Ltée' s option.
Goods remain the property of Dur-Pro Ltée. until paid in full in capital, interests and charges. Should the Client fail to pay any invoices when due, Dur-Pro Ltée. may defer deliveries under the specific Order or Sales Contract or any other contract with the Client, except upon receipt of satisfactory security or cash before shipment.
Should delivery be delayed by the Client pro rate payments shall become due if and to the extent required of Dur-Pro Ltée. by its contracts with its suppliers or with third parties.
Dur-Pro Ltée. shall invoice separately all installment deliveries and said invoices shall be paid for by the Client on delivery without regard for subsequent deliveries. Delays in delivery or non-conformities in any installment shall not relieve the Client of its obligations to accept and pay for remaining installments.
MATERIAL FURNISHED BY THE CLIENT
Should Dur-Pro Ltée. have the misfortune to incorrectly machine any material furnished by the Client, there will be no charge for the work improperly performed by Dur-Pro Ltée. and Dur-Pro Ltée.'s liability for replacement of the material shall be limited to an amount equal to the quoted price for the work or the actual replacement cost of the material, whichever is the lesser, and Dur-Pro Ltée. reserves the right to replace the material if it so desires.
ACCESSORY MATERIALS/MANUALS/DRAWINGS
Special hangers or supports other than those clearly specified in the Quotation as furnished are not included. No installation, interconnecting, or by-pass piping, unless specifically detailed in the Quotation, are supplied.
Engineers' approval of proposed brands shall be the contractor's or Client's responsibility. Custom manufactured and designed systems provided by Dur-Pro Ltée. will require express written approval of all submittals and drawings from the Client, prior to fabrication, unless otherwise stated on the Quotation.
Prices quoted hereto include one(1) set each of submittal drawings and specifications, and one (1) set each of installation and operations manuals (additional sets available at an extra fee).
Preparation of submittal drawings and specifications will commence upon or after the receipt by Dur-Pro Ltée., of a written Purchase Order from the Client.
Dur-Pro Ltée. reserves the right to substitute and to supply equal or superior materials as deemed necessary by Dur-Pro Ltée. and as available from Dur-Pro Ltée.'s vendors.
ALTERATIONS
No alterations in the Quotation or specifications attached thereto, may be made without the written consent of Dur-Pro Ltée.No alterations in the Quotation or specifications attached thereto, may be made without the written consent of Dur-Pro Ltée.
Instructions from the Client to suspend work, or cancel, shall entitle Dur-Pro Ltée. to an adjustment charge. Any work scheduled for completion within 30 days will be paid in full and shipments accepted.
PATENTS
Dur-Pro Ltée. accepts no liability, unless agreed upon in writing, for any claim for infringement of any patent, involving products made to Client's specification.
PATTERNS & MISCELLANEOUS
Dur-Pro Ltée. shall not be liable for loss of any Client goods while in its possession.
CANCELLATION
Any Purchase Order or Contract issued by the Client and accepted by Dur-Pro Ltée., may be cancelled by the Client only upon payment of all charges and lost profits calculated on the basis of costs and expenses incurred by and commitments made by Dur-Pro Ltée.
TITLE AND RISK OF LOSS
The goods shall remain the property of Dur-Pro Ltée. until all payments are met and paid.
The Client agrees to perform all acts necessary to perfect and to assure retention of title to the goods by Dur-Pro Ltée.
Dur-Pro Ltée will separately invoice partial deliveries, and the client must acquit the invoices relating to the received merchandise, regardless of future deliveries. Delays of deliveries or the non-conformity of products should, in no way, excuse the client from their obligation to accept and pay for future deliveries.
Risk of loss or damage shall pass to the Client and delivery shall be deemed complete upon moving into storage or upon delivery to a private common carrier, whichever occurs first, for goods manufactured, assembled or warehoused in the Continental United States are delivered at point of entry for goods shipped from Canada.
Rights and recourses of the involved parties will be governed by the laws of the province of Quebec, Canada, including execution of contract and interpretation.
JURISDICTION
The construction, and performance of the Quotation, and the rights and remedies of the parties hereto shall be governed by the laws of the province of Québec, Canada.
WARRANTY
Dur-Pro Ltée. provides a limited warranty for one year, against defects in material and workmanship. Dur-Pro Ltée.'s liability shall only be limited to the replacement of defective parts, but in any case, shall not exceed the price originally charged to the Client.
Dur-Pro Ltée. does not offer nor provide any other warranty.
Dur-Pro Ltée.'s products are warranted in accordance with its warranty statement as stated hereinafter. The following is given in lieu of any other warranties expressed or implied.
Dur-Pro Ltée.'s and the manufacturer's only obligation shall be to issue credit against the purchase or replacement of the product proved to be defective in material or workmanship. Neither Dur-Pro Ltée. nor the manufacturer shall be liable for any injury, loss or damage, direct or indirect, special or consequential, arising out of the use of, the misuse of, or the inability to use such product.
The information given by Dur-Pro Ltée. to the Client is based on technical data and tests which were proven successful when the product was used in the same manner and conditions for which it was made which information is believed to be reliable and is intended for use by technical skilled persons, at their own discretion and risk.
Since conditions of use are outside Dur-Pro Ltée.'s control, Dur-Pro Ltée. can assume no liability whatsoever for results obtained or damages incurred through the application of the data presented, which information is not intended as a license to operate under, or a recommendation to infringe upon, any patent of Dur-Pro Ltée.'s or others covering any equipment or use.
Such warranty statement may be changed by Dur-Pro Ltée. from time to time and Dur-Pro Ltée. will provide such statement to the client by notice pursuant to this Agreement.
Dur-Pro Ltée.'s warranty applicable to any product or products shall be that which is in effect at the time of shipment.
In no event or circumstance shall Dur-Pro Ltée. be liable for special or consequential damages of any nature caused to the Client or others.
The terms and conditions of the present warranty may not be altered except by an express written agreement signed by officers of Dur-Pro Ltée.
In the event that Dur-Pro Ltée. is acting as the Distributor for products, the warranty expressly written by the manufacturer will apply.
ACCEPTANCE
The Quotation is firm for a period of thirty (30) days from date of writing unless otherwise specified, and if accepted, shall constitute an agreement made in contemplation of, and to be construed under the laws of Québec, Canada.
Should the Client elect to use his own contract form in accepting this Quotation, it is agreed and understood that this Quotation, including the "Terms and Conditions of Sale" and the "Warranty", are to become part thereof.
All Quotations accepted by Dur-Pro Ltée. are subject to approval by Dur-Pro Ltée.'s Credit and Engineering Departments. This Quotation is exclusive of any applicable local, state, provincial, federal or foreign taxes, tariffs, duties, or regulatory fees.
Materials and/or equipment are subject to restocking charges if cancelled or changed. Materials on hand at the time of preparation of this quotation are subject to prior sale, and, if sold prior to Dur-Pro Ltée.'s receipt of a Purchase Order from the Client for the items quoted hereto, may result in delivery delays.