Catalogue 2020 - Canada

General Terms and Conditions of Trade
(“Terms of Sale”)
1. General Information – Application of Terms of Sale
(1) Our Terms of Sale are the only terms of sale which apply to
all transactions. We do not acknowledge additional or
revised terms or conditions of sale, unless we previously
have agreed to such additional or revised terms in writing.
(2) All agreements made between us and a purchaser for the
sale of goods are deemed to include these Terms of Sale.
(3) Our terms of sale also shall apply to all further sale trans
actions with a purchaser even if such transactions are not
in writing.
2. Bid – Bid Materials
(1) If an order is submitted in the form of a bid, we shall have
fourteen (14) days after receipt of the bid to either accept
or reject the order.
(2) We retain all intellectual property ownership rights
including copyright applicable to all illustrations, drawings,
estimates and all other related documentation associated
with a bid, including all documents classified as “confidential”.
Before disclosing any of our intellectual property
to third parties, the purchaser shall obtain our express
written permission to such disclosure.
3. Prices – Payment Conditions, Packaging, Shipping
(1) Unless indicated otherwise in the order confirmation, our
prices are “ex works prices”, including packaging. If custom
packaging is required, the customer is responsible for
the additional costs of such custom packaging in addition
to the ex works prices.
(2) We reserve the right to change our prices as a consequence
of increases or decreases in our costs after the date of the
sale of goods contract, in particular as a consequence of
changes in wages or material costs.
(3) We package all goods with our choice of packaging materials
suitable for the means of transportation.
(4) We select the means of transportation, unless other agreed
in writing with the purchaser. Prepaid freight is available
with our choice of carrier, contact our customer service
department for prepaid level. The purchaser bears all costs
for special shipping arrangements, including express or
next day shipping arrangements.
(5) Upon the purchaser’s request, we will cover the shipment of
goods with a transportation insurance policy provided that
the purchaser bears all costs for such insurance policy.
(6) Unless specified in the sale of goods order the net purchase
price (without deductions) is due within thirty (30) days
from the invoice date.
(7) No discounts shall apply unless expressly agreed in writing.
(8) We confirm our rights as an unpaid seller under Part IV of
the Sale of Goods Act (Ontario).
4. Passing of Risk
All risk associated with the goods is passed to and assumed by
the purchaser upon the transfer of the goods to the forwarding
agent or carrier at our premises, and in any event, upon leaving
our premises, unless other conditions have been expressly
agreed upon in writing.
5. Delivery Time
(1) The confirmation of the delivery time of the goods is
dependent upon full disclosure and clarification by the
purchaser of all technical questions affecting the goods and
the delivery of the goods to the purchaser.
(2) In addition, compliance with our delivery obligation is conditional
upon the timely and proper fulfillment of the purchaser’s
obligations, failing which we shall have no obligation
to deliver the goods.
(3) If the purchaser delays its acceptance of the goods, or
knowingly is in default of any of the purchaser’s obligations,
we shall have the right to claim damages, including
additional expenses resulting from such default and
we reserve the right to claim any other damages resulting
from such default by the purchaser.
(1) If the purchaser is in default under paragraph (3) above,
the risk of loss or the deterioration of the purchased goods
passes to the purchaser immediately upon such default in
acceptance or payment.
(4) Delivery and shipping dates reflect our estimate based on
production requirements.
(5) We shall be liable if a delay and delivery arises from an
intentional or grossly negligent breach by us for which we
are liable. If the delay and delivery does not arise from an
intentional default by us, the liability for damages is
limited to special damages.
(6) We also shall be liable if the delay in delivery arises from
default of a major contractual obligation by us, provided
that, such liability for damages is limited to special
damages.
6. Liability for defects
(1) We give no implied warranty or condition as to the quality
or fitness for any particular purpose of goods supplied to
the purchaser and there are no representations or warranties
regarding the goods supplied to the purchaser except
as expressly set out in these Terms of Sale.
(2) The purchaser shall carry out appropriate test procedures
with random samplings, before using the delivered goods
for the intended purpose. Slight discrepancies in the colour
of our products are not considered a defect.
(3) If a defect in the purchased goods is detected we have a
choice of correcting the defect or substituting new replacement
goods to the purchaser.
334