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Terms and Conditions
“Buyer” means the company, partnership, person or entity purchasing the Products and/or Services from the Seller identified in the Purchase Documents;
“Products” means the equipment and materials being purchased by the Buyer as more particularly identified in the Purchase Documents;
“Purchase Documents” means the documents accompanying these Terms and Conditions which more fully describe the Products and/or Services, including, as applicable, the Buyer’s request for quotation, purchase orders, and the Seller’s quotation;
“Seller” means CTL Controls International Inc. and any division, affiliate or related company identified in the Purchase Documents;
“Services” means the services of any description or kind to be provided by the Seller as more particularly identified in the Purchase Documents;
“Terms and Conditions” means these general terms and conditions.
These Terms and Conditions apply to every sale of Products and every supply of Services by the Seller to the Buyer. The Buyer specifically agrees and acknowledges that, unless the Seller agrees in writing to a modification of these Terms and Conditions, these Terms and Conditions apply and supersede any of the Buyer’s standard terms and conditions whether set out in the Purchase Documents or otherwise.
Unless otherwise specified by the Seller, the Seller’s price for the sale of the Products will remain in effect for thirty (30) days from the date of the Seller’s quotation. Unless otherwise specified, the Services provided by the Seller will be charged at the prices quoted in the Seller’s quotation, if accepted within thirty (30) days from the date of the quotation, otherwise the prices 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 appear as a separate line item on the Seller’s invoice. Prices for Products do not cover storing, installing, starting up or maintaining Products unless expressly stated in the Seller’s quotation.
4. TERMS OF PAYMENT:
The Buyer shall pay the Seller the price of the Products and/or Services provided within thirty (30) days from the date of the Seller’s invoice, subject to approval of the Seller’s credit department. In the event that the Seller and the Buyer have agreed to a milestone payment schedule, the payment specified in the milestone payment schedule shall be paid on the dates that each milestone is achieved. The Seller may charge interest on overdue payments, commencing on the day on which the amount became payable, calculated at the rate of 1.5% per month compounded monthly (19.5618%) per annum.
Each party agrees to hold Confidential Information of the other party in confidence and to use Confidential Information solely related to the supply of the Products or performance of the Services in accordance with the Purchase Documents. The term “Confidential Information” shall include all technical, business, pricing, financial and other information of a confidential nature of, or related to, one party that is disclosed or made available to, or accessed by, the other party or its representatives, directly or indirectly, through any means of communication.
The Buyer may terminate its purchase of any and all of the Products and/or Services, subject to advance written notice to the Seller, provided that it pays the Seller for all Products shipped and Services performed up to the date of termination and any and all losses, dismantling, cancellation, restocking charges and any other costs or expenses arising from such termination. The Seller shall have the right, in addition to any other remedy, to either terminate its agreement to sell the Products or provide the Services or suspend further deliveries of the Products or provision of the Services to the Buyer in the event the Buyer fails to make any payment required to be made to the Seller when due.
7. LIMITATION OF REMEDY AND LIABILITY:
The Seller shall not be liable for damages caused by delay in performance. The remedies of the Buyer set forth herein are exclusive. Notwithstanding anything to the contrary contained herein or any other related documents, regardless of the form of the claim or cause of action (whether based in contract, infringement, negligence, strict liability, other tort or otherwise), (a) in no event shall the Seller’s liability exceed the price to the Buyer of the specific Products and/or Services provided by the Seller giving rise to the claim or cause of action, and (b) in no event shall the Seller be liable for loss of profits, loss of production, loss of use, indirect, special, incidental, punitive or consequential damages.
8. GENERAL PROVISIONS:
(a) The Buyer shall not assign its rights or obligations under these Terms and Conditions and the Purchase Documents without the Seller’s prior written consent;
(b) There are no understandings, agreements or representations, express or implied, not specified in these Terms and Conditions and the Purchase Documents and these Terms and Conditions supersede any previous agreements related to the purchase of Products or Services.
(c) No action, regardless of form, arising out of transactions under these Terms and Conditions and the Purchase Documents, may be brought by either party more than two (2) years after the cause of action arose;
(d) If any of the provisions of these Terms and Conditions, or portions thereof, are found to be illegal or unenforceable they are to that extent only deemed to be omitted and the remaining provisions of these Terms and Conditions shall remain in full force and effect and may be enforced nonetheless to protect and reflect the original intent of the parties hereunder;
(e) Any modification of these Terms and Conditions and the Purchase Documents must be set forth in a written instrument signed by a duly authorized representative of the Seller;
(f) These Terms and Conditions and the Purchase Documents do not create any partnership, agency or further relationship between the parties hereto;
(g) These Terms and Conditions and the Purchase Documents are governed by, and are to be construed and interpreted in accordance with, the laws of the Province of Alberta and the laws of Canada applicable in that Province, and, in respect of any dispute arising in connection with the Purchase Documents, the parties hereto submit to the exclusive jurisdiction of the Alberta courts.