1. Contract. These General Terms and Conditions of Sale, including without limitation, any appendixes, exhibits or schedules attached hereto (collectively, the “Terms”), along with your company’s credit application, shall govern the provision by Harris-Stolper International Inc. (“HAR”) to the customer set out on the face of the quotation to which these Terms are attached (the “Buyer”), of the goods and/or services specified in such quotation (the “Work”) (collectively, the “Transaction”). The Buyer’s issuance of a purchase order or any other document which indicates its willingness to proceed with the Transaction following receipt of the quotation to which these Terms are referenced in or attached to, shall be conclusive evidence of the Buyer’s acceptance of these Terms, whether or not the Buyer submits its own terms and conditions as part of such acceptance or otherwise as part of the Transaction (such purchase order or such other document which indicates its willingness to proceed with the Transaction is hereinafter defined as “Order”). HAR shall in no way be obligated to accept any Order issued by the Buyer, whether related to the quotation to which these Terms are attached or otherwise. No modification of these Terms shall be binding on HAR, unless agreed to in writing by HAR. All orders shall be contingent upon credit approval and adequate supply of materials and components.
2. Price and Delivery: Quoted prices are subject to change, at HAR’s sole discretion, until an Order is finalized (i.e. mutually agreed upon and signed by both HAR and the Buyer). All deliveries are F.O.B. shipping point unless noted otherwise on HAR 's quotation. All taxes, transportation costs, duties, tariffs and other charges are in addition to the quoted price and shall be paid by the Buyer. If HAR is required to pay any such taxes, the Buyer shall reimburse HAR the full amount of such taxes. Delivery shall be made in accordance with the instructions provided by the Buyer, regardless of whether Buyer or his agents are at the specified location at time of delivery or sign off on delivery documents. HAR disclaims all liability associated with the Buyer’s presence on the HAR’s property, including but not limited to, if the Buyer (or its designated transporter) is on HAR’s property in order to pick up any Work.
3. Payment: Unless otherwise agreed to in writing by HAR, terms of payment are STRICTLY NET 30 days from HAR’s dated invoice. All past due accounts are subject to a service charge of 1.5% per month, 18% per annum, or the maximum interest rate permitted by applicable law. If Buyer is in default for non- payment, then in addition to other remedies, Buyer agrees to reimburse HAR all costs of collections including reasonable legal fees.
4. Inspection: Buyer shall examine all products upon receipt and prior to installation. All claims for any defects or missing parts must be made in writing within five (5) days of delivery. Claims not received in writing within the time specified are waived by Buyer. Certain components may not be shipped at the time of delivery due to lack of availability and shall be “back ordered” by HAR for future shipment to the Buyer.
5. Delays: Delivery dates and timeframes are set out on the quotation and are subject to review and change upon issuance of an Order. In no case will HAR be liable for any damages on account of any delay in delivery, or non-delivery, whether or not excused hereby. Any delays caused by the Buyer (e.g. revisions, drawing release delays, etc.) will impact the completion of the Work, and may cause changes to the previously agreed upon pricing or delivery dates.
6. Intervening Events: HAR shall not be liable for delay or failure in performance resulting from acts beyond the control of HAR, including but not limited to, strikes, or labour or industrial disturbances, civil disturbances, acts, orders, legislation, regulations or directives of any governmental or other public authorities, acts of public enemies, riots, sabotage, epidemics, pandemics, border shutdowns/lockouts, blockages, embargoes, shortages of labour, materials and suppliers, delays of suppliers, lightning, earthquakes, fire, storms, hurricanes, floods, washouts, explosions and acts of God.
7. Warranty: HAR warrants that the Work conform to specifications set out in the Order and be free from major defects in materials and workmanship under normal use and service, excluding normal wear and tear. In the event of a breach of the foregoing warranty, (subject to and upon inspection by HAR of any such alleged defective Work and confirmation by HAR that such defect exists and is the responsibility of HAR to remedy hereunder), the HAR’s sole obligation shall be to repair or replace (as determined in the sole discretion of HAR) any defective Work (or any part thereof) that is returned by the Buyer to HAR’s premises with all costs of shipping, removal and reinstallation to be borne by the Buyer. The foregoing warranty shall last for a period of Ninety (90) days after delivery to Buyer. Performance issue(s) or defect(s) caused by Buyer’s failure to follow (i) HAR’s oral or written instructions, if any; or (ii) reasonable care processes, as to the installation, configuration, verification, storage, commissioning, use or maintenance (as applicable) of the Work or repairs to, alterations of, or work done on any Work warranted hereunder without HAR’s prior written authorization shall void all warranties applicable thereto. HAR EXPRESSLY DISCLAIMS ALL OTHER WARRANTES, EXPRESSED AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. No Work may be returned without HAR’s written consent, which may be given in its sole discretion.
8. Limitation of Liability. Notwithstanding anything to the contrary contained in these Terms or any other document whatsoever, HAR shall not be liable for any direct, indirect, consequential, incidental, special, punitive, exemplary or liquidated damages, or loss of profit and the aggregate liability of HAR and its insurers however arising in connection with these Terms, whether arising in contract, tort (including negligence), strict liability, warranty, indemnity or otherwise, shall be limited to the lesser of (a) the purchase price paid by the Buyer to HAR for the items giving rise to the claims; and (b) $25,000. Buyer agrees to indemnify and hold HAR harmless from any and all claims, losses, damages or liabilities as it relates to the Transaction and these Terms (including, without limitation, any quotation or Order related thereto).
9. Cancellation. Buyer shall have no right to amend, modify or cancel any Order except by written agreement signed by an authorized signatory of HAR. If an Order is terminated, the Buyer is liable for the full amount of such Order, plus other costs attributable to termination.
10. Intellectual Property. All right, title and interest in and to the intellectual property of HAR, including, without limitation, the inventions, trade secrets, copyright, general knowledge, know-how, prior designs, prior drawings, and technology, including electronic data, in existence prior to the effective date of this Order shall remain with HAR. All intellectual property rights, including copyrights, patents, inventions (whether patentable or not), trademarks, trade secrets, know-how, confidential information and all other rights (collectively, “Intellectual Property Rights”) in and to all Work delivered to the Buyer shall be owned by HAR. HAR hereby grants the Buyer a license to use all Intellectual Property Rights on a non-exclusive, non-transferable, royalty-free and perpetual basis only to the extent necessary to enable the Buyer to make reasonable use of the Work.
11. Waiver/Severability. Waiver by HAR of any of these Terms shall not constitute a waiver of any other of these Terms. If any provision of these Terms is held to be void or unenforceable such provision shall be severed here from and the remainder of these Terms shall remain operative and binding on the parties.
12. Assignment. The Buyer shall not assign any agreement with HAR without HAR’s prior written consent.
13. Applicable Law: This contract is governed by the laws of the Province of Ontario.