STANDARD TERMS and CONDITIONS of SALE
Between CLAREMONT POLYMER SHAPES INCORPORATED, hereinafter called the "Vendor" and the Vendor 's customer, hereinafter called the "Purchaser".
1) Payment net within 30 days for materials stocked in our warehouse such as rods, sheets, tubes, pipes, valves, parts, etc., to approved Purchaser, from date of shipment, or from date material was available for shipping;
2) Deposit minimum 1/3 with order, 1/3 minimum on production of samples and balance on shipping, to approved Purchaser, for custom parts or deposit 1/3 minimum with order, balance on shipping for special raw materials;
3) Interest charge of 1 1/2% per month, or part thereof, on outstanding, overdue accounts;
4) All taxes extra;
5) F.O.B. Claremont, Ontario; freight allowed within 25 kilometer radius, carrier and delivery schedule at Vendor's option when freight is allowed.
6) Purchaser to specify method of shipment and level of insurance should they pay freight charges. We recommend courier services, for small items. Special packaging must be discussed at time of ordering and the Vendor will advise the Purchaser of any necessary charges;
7) Defective materials are covered by the manufacturer to the limit of the original value. Materials with proven defects will be replaced promptly and the Vendor will make all arrangements for return of reportedly defective material for inspection;
8) Deficiencies must be reported within five (5) working days of receipt of material or parts and will be corrected promptly. Defective and/of deficient parts and/or materials are not reason for Purchaser withholding payment;
9) Materials returned without our prior, written authorization will not be accepted. Special materials and/or custom manufactured items, unless with proven defects, are not returnable. Returned goods must be shipped on a prepaid basis. Any goods returned will be subject to inspection and those that are damaged or otherwise unsuitable for sale will not be accepted. Provided return of goods is not necessitated through error by the Vendor or through defect, a charge for such return may be assessed by the Vendor;
10) Any technical advice furnished through or suggestion made in the Vendor 's literature or web site or by any of the Vendor 's representatives concerning the use and/or safety and/or applicability of any of the products furnished by the Vendor is believed to be reliable. However, the Vendor makes no warranty, expressed or implied, as to results to be obtained. Purchaser assumes all responsibility for handling, testing and evaluating the suitability of the Vendor 's products;
11) Certificates of Compliance will be supplied to the Purchaser provided that such certificates are requested at the time of order placement and provided that the Vendor has in its possession, or is supplied by the Purchaser, a current copy of the specification to which the material must be certified. Purchaser will be advised at the time of order placement of the cost, if any, for such certification. Unless instructed to do otherwise, the Vendor will mail the certificates with the commercial invoices. A charge will be assessed for re-issuing of certificates;
12) Purchaser may cancel any order, before shipment to Purchaser's specified shipping address, provided written notice is given to the Vendor and also provided that the Purchaser reimburses the Vendor, at the time of cancellation, for any work in process, materials and/or parts and/or tools in transit to the Vendor, expenses incurred, mill cancellation charges, etc., if any. Detailing of cancellation charges is an expense and will require payment by Purchaser upon presentation of details;
13) Either verbal or written offers are for immediate acceptance. Any delay may necessitate revision of part or all of the offer. When several items are offered at one time, unless stipulated by Purchaser at time of request for quotation, all items must be ordered for shipment at one time; if not, the offer may be subject to change;
14) Currency and duty fluctuations will be incorporated in billing when such changes occur between the time of quotation and the time of importation for products manufactured outside of Canada;
15) Deliveries and shipments will be made as promptly as possible to ensure meeting the Vendor 's commitments to the Purchaser. However, the Vendor will not be held responsible for delays occasioned by war, whether or not declared, riot, strike, fire, accident, failure in production equipment, mill production delay, carrier delay, government legislative change, or other causes beyond the reasonable control of the Vendor;
16) Title of any goods sold or rented by the Vendor remain that of the Vendor until full payment for goods or rental payment is received by the Vendor with any cheques or other such financial instruments, offered in payment, having been cleared by the banking institution of the Vendor, and rented goods having been returned in good, working order. The Purchaser, its heirs, successors and/or receivers will permit access to the Vendor in order to repossess any materials or rented goods for which payment has not been made in accordance with terms of payment of the Vendor as shown on its invoice. The Vendor will, at its option, register any sale to the Purchaser under the Personal Property Security Act (Ontario) in order to protect the Vendor 's interest in payment for the goods. Return of a portion of goods supplied or rented shall not relieve the Purchaser from the responsibility of payment for the outstanding balance and costs;
17) The Vendor will treat the Purchaser's dealings with it in confidence and will not divulge specific details of Purchaser's designs and/or processes and/or materials unless authorized by the Purchaser, in writing;
18) To the best of the Vendor 's knowledge and belief, it is not infringing on any patents or engaging in the improper application of registered trade marks or registered trade names;
19) As the Vendor has no control of, and is operating at arms length from, the Purchaser, and inasmuch as the Vendor has minimal or no knowledge of the use of its products by the Purchaser; the Vendor does not offer any warranty, expressed or implied, that the Purchaser's use of the Vendor 's products will not violate any existing, pending or future patents or any existing, pending or future Federal, Provincial or Municipal Law;
20) No other terms and/or conditions apply to any order received, accepted and filled by the Vendor and no modification, alteration and/or waiver of the foregoing shall be valid unless made in writing and signed by an executive officer of the Vendor.