TERMS AND CONDITIONS OF SALE
A. ACCEPTANCE: Seller makes all quotations and accepts orders only on the terms and
Conditions stated herein. No condition stated by Buyer shall be binding upon Seller if in
Conflict with, inconsistent with or in addition to the terms and conditions stated herein, unless expressly accepted in a writing signed by Seller. In the event of conflict or differences in the terms of Buyer’s order form and the terms stated herein, the terms stated herein shall govern.
1. PRICES: All prices are:
(a) Seller’s current prices and are subject to change without notice at any time prior to acceptance of Buyer’s order;
(b) subject to all federal, state and local taxes
upon the production, sale or shipment of the goods sold hereunder, now or hereafter
becoming effective, and if not included in the invoice, such amount may be invoiced later, and Buyer shall pay all such taxes.
2. SHIPMENTS - DOMESTIC: All orders are FOB Seller’s plant in Guelph, Ontario, Canada. FOB such warehousing facilities as Seller may establish);
3. SHIPMENTS - INTERNATIONAL: All prices are in US Dollars and are FOB Guelph, Ontario unless stated otherwise.
All freight charges, insurance premiums, duties and all country, state, local taxes are the responsibility of the buyer.
4. PAYMENT: 60% with order 40% prior to shipping, in the form of a certified cheque or wire transfer.
5. DELIVERY: The scheduled shipment date and all costs are to be arranged by the customer.
Buyer’s acceptance of delivery time from the shipper shall constitute a waiver of any claim for delay, and in no event shall Seller be liable for any incidental or consequential damages arising in connection with delay or non-delivery for any reason.
6. WARRANTY: Except as otherwise provided herein, any goods sold hereunder which (a) are in the plant of Buyer,
(b) have been properly installed and maintained by ScottPec, Inc. authorized persons, and
(c) have been operated within the limits of rated and normal usage, are warranted to be
free of defects in material and workmanship, as determined by Seller’s inspection, for a
period of one year from the date of shipment. The terms of this warranty do not apply to any goods which have a life, under normal usages, that is inherently less than one year.
(d) Shipping, handling, travel and living expenses, temperature probes and electric fuses are not covered by warranty.
(e) The warranty is to be considered void if the payments are not received as scheduled.
(f) The buyers responsibility is to supply services to the purchased equipment in a quality and quantity as specified by the supplier.
All smokehouse installation:
A; require clean, dry compressed air source.
B; clean, soft cold and hot water connection.
C; proper chimney according to local laws and regulation. With internal stainless steel walls. If a down draft will interfere with the proper air flow the cost of modification
(Powered suction exhausted system) shall be installed at the buyer’s cost.
D; make up air system to be provided (300 cfm/cage) to the smokehouse room.
Descriptions, specifications, drawings and other particulars including any production estimate furnished to Buyer are only Seller’s estimate and do not create a warranty. Within the warranty period, Seller will repair or replace without cost to buyer, except for cost of shipping (including return freight prepaid per standard shipping terms), and applicable national, state, or local taxes (including but not limited to duties, custom/brokerage, sales tax, GST, PST, VAT) any product or parts covered by the warranty which Seller finds to be defective in material or workmanship, provided that the Buyer gives the Seller prompt notice. This shall be the sole of exclusive remedy of the Buyer under this warranty. Buyer will be responsible for any freight charges.
7. DISCLAIMER OF OTHER WARRANTIES: THE WARRANTY DESCRIBED IN PARAGRAPH 7 IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXCLUDED.
8. LIMITATION OF LIABILITY: SELLER’S LIABILITY ON ANY CLAIM(S) OF ANY KIND, INCLUDING NEGLIGENCE OR STRICT LIABILITY, FOR ANY LOSS OR DAMAGE ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OR BREACH OF THE TERMS HEREOF, OR FROM THE DESIGN, MANUFACTURE, SALE, DELIVERY, RESALE, INSTALLATION, TECHNICAL DIRECTION OF INSTALLATION, INSPECTION, REPAIR, OPERATION OR USE OF ANY GOODS SOLD
BY SELLER TO BUYER, SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO
THE GOODS WHICH GIVE RISE TO THE CLAIM. IN NO EVENT SHALL SELLER HAVE ANY LIABILITY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH A BREACH OF THE CONTRACT OF SALE OR ANY OTHER DUTY OF SELLER WITH RESPECT TO THESE GOODS INCLUDING, BUT NOT LIMITED TO, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUCH AS FOR LOST PROFITS, LOST SALES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY
THEREOF, OR INJURY TO PERSONS OR PROPERTY.
9. NOTICE OF CLAIMS: Buyer shall inspect the goods upon receipt and shall notify Seller in writing of any claims including claims for shortage or breach of warranty within 30 days after Buyer discovers or should have discovered facts upon which the claim is based. Failure of Buyer to give written notice of a claim within the time period or in the form specified above shall be deemed to be a waiver of such claim.
10. LIMITATION OF ACTIONS: No action for breach of any term of this contract of sale or any other duty of Seller with respect to these goods may be commenced more than one (1) year after shipment of the goods.
11. INSURANCE: The risk of loss passes to Buyer upon delivery of the goods to the carrier. Insurance against loss or damage to the goods during shipment is the responsibility of Buyer. Until the entire purchase price for the goods is paid in full, Buyer will keep the goods insured against loss or damage by fire and other risks and hazards included with so-called “extended coverage” insurance, in an amount at least equal to such purchase price. Losses under such insurance shall be made payable to Seller and any payments under such insurance shall be paid to Seller and applied to the unpaid balance of the purchase price. Buyer will furnish Seller with copies of the policies of such insurance and each renewal thereof.
12. INDEMNIFICATION AND RISK OF LOSS: BUYER AND SELLER AGREE THAT AFTER DELIVERY OF THE GOODS SOLD HEREUNDNER, THE GOODS AND ALL PERSONS OPERATING SUCH GOODS WILL BE DEEMED UNDER BUYER’S EXCLUSIVE CONTROL. BUYER ASSUMES ALL RISK AND LIABILITY FOR AND AGREES TO
INDEMNIFY, SAVE AND HOLD HARMLESS TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER AND ANY OF ITS OFFICERS, AGENTS, EMPLOYEES, PARENTS OR AFFILIATES FROM AND AGAINST ANY LOSS, DAMAGES, CLAIMS, ACTIONS,
PENALTIES, LIABILITIES AND COSTS, INCLUDING ATTORNEY’S FEES, ARISING FROM ANY LOSS OR DAMAGE TO PROPERTY OR INJURY TO PERSONS, INCLUDING WITHOUT LIMITATION, ANY INJURY, DISABILITY OR DEATH OF WORKERS OR EMPLOYEES, CAUSED BY OR IN ANY MANNER INCURRED BECAUSE OF THE POSSESSION, USE, MODIFICATION, OR OPERATION OF THE GOODS AFTER DELIVERY, EXCEPT THAT BUYER SHALL NOT BE LIABLE UNDER THIS SECTION FOR DAMAGES ARISING OUT OF OR DAMAGE TO PROPERTY OR INJURY TO PERSONS DIRECTLY CAUSED BY OR RESULTING FROM THE SOLE NEGLIGENCE OR STRICT LIABILITY OF THE SELLER. BUYER’S OBLIGATION HEREUNDER IS IN NO WAY LIMITED TO ANY PROTECTION AFFORDED IT UNDER WORKERS’ COMPENSATION ACTS, DISABILITY BENEFITS ACTS, OR OTHER EMPLOYEE BENEFITS ACTS.
13. CANCELLATION: Orders may not be canceled except by written notice received by Seller prior to shipment. A restocking charge of fifteen percent of the selling price will be applied for the cancellation of standard items. Charges for the cancellation of special items will be based on non-recoverable expenses accruing to the order sustained by Seller plus ten percent of the selling price.
14. GOVERNING LAW: The validity, interpretation and performance of this contract for sale shall be governed by the laws of the province of Ontario, Canada.
15. ACCEPTANCE OF ORDERS: All orders are subject to acceptance only at Seller’s facility in Guelph, Ontario, Canada.
16. DESIGN CHANGES: The designs and specification of all goods sold are subject to change without notice and, in the event of any such changes, Seller will have no obligation whatsoever to make similar changes in goods previously ordered. The Ontario Regulation 528/00 (under the country of Canada) made under the Occupational Health and Safety Act states a pre-start health and safety review must be conducted. It is the responsibility of the buyer to organize a review of the machine by a professional engineer and to keep a written, signed, and sealed record of the compliance report in the workplace as well as on file with the Joint Health and Safety Committee, prior to placing any machine into operation. ScottPec, Inc. is not responsible for any national, state or local certification (CSA, UL, NSF, EU, ….) It is the buyers responsibility to obtain any certification which is required in the buyer’s jurisdiction - associated costs are the sole responsibility of the buyer
All measures identified in the review are the responsibility of the buyer and should any modifications be necessary to the new machine the associated costs are the sole responsibility of the buyer. Scott Process Equipment and Controls Inc. will have no liability with respect to performance or compliance of the review and the buyer/lessee/end-user will indemnify Scott Process Equipment and Controls of all claims of liability arising from the review or any subsequent modifications.
17. WORK AND SAFETY REGULATIONS: It is the responsibility of Buyer to know, understand and comply with the work and safety laws and regulations in effect and governing Buyer’s use of the Goods sold hereunder. To the extent governing law requires inspections, records keeping and/or after-purchase modifications to Scott goods, it is the responsibility of the Buyer to arrange for and comply with such requirements and any associated costs are the sole responsibility of the Buyer. Seller does not by operation of this contract for sale assume any responsibility for or undertake any liability for Buyer’s performance under or compliance with such laws and regulations. Buyer shall indemnify Seller of all claims of liability arising from any after-purchase modifications made by Seller.
18. RESERVATION OF SECURITY INTEREST: Seller hereby reserves a security interest in the goods (and the proceeds thereof) as security for the payment of the unpaid balance of the purchase price and Buyer’s performance of its other obligations hereunder. Buyer will execute and deliver to Seller such Uniform Commercial Code financing statements as Seller shall request in order to perfect such security interest.
19. NONPAYMENT OF PURCHASE PRICE: COLLECTION COSTS: If Buyer shall not pay the full purchase price within 30 days from the date of shipment of the goods; Buyer will pay Seller thereafter an additional one and one-half percent (1-1/2%) per month on the unpaid balance of the purchase price until paid in full. Such charge shall be added to and become an additional part of the purchase price for the goods. Buyer also will pay all costs of collection incurred by Seller in collecting the purchase price for the goods and enforcing its security interest in the goods, including, without limitation, reasonable attorneys’ fees and expenses incurred by Seller
20. The ordered equipment or parts must be shipped/picked up within 30 days of you, the Customer, being notified that the order is fulfilled. Otherwise, a storage fee of $75 per day + HST will apply. Buyer will pay Seller thereafter an additional two percent (2%) per month on the unpaid balance of the purchase price until paid in full. Such charge shall be added to and become an additional part of the purchase price for the goods. Buyer also will pay all costs of collection incurred by Seller in collecting the purchase price for the goods and enforcing its security interest in the goods, including, without limitation, reasonable attorneys’ fees and expenses incurred by Seller.
A. ACCEPTANCE: Seller makes all quotations and accepts orders only on the terms and
Conditions stated herein. No condition stated by Buyer shall be binding upon Seller if in
Conflict with, inconsistent with or in addition to the terms and conditions stated herein, unless expressly accepted in a writing signed by Seller. In the event of conflict or differences in the terms of Buyer’s order form and the terms stated herein, the terms stated herein shall govern.
1. PRICES: All prices are:
(a) Seller’s current prices and are subject to change without notice at any time prior to acceptance of Buyer’s order;
(b) subject to all federal, state and local taxes
upon the production, sale or shipment of the goods sold hereunder, now or hereafter
becoming effective, and if not included in the invoice, such amount may be invoiced later, and Buyer shall pay all such taxes.
2. SHIPMENTS - DOMESTIC: All orders are FOB Seller’s plant in Guelph, Ontario, Canada. FOB such warehousing facilities as Seller may establish);
3. SHIPMENTS - INTERNATIONAL: All prices are in US Dollars and are FOB Guelph, Ontario unless stated otherwise.
All freight charges, insurance premiums, duties and all country, state, local taxes are the responsibility of the buyer.
4. PAYMENT: 60% with order 40% prior to shipping, in the form of a certified cheque or wire transfer.
5. DELIVERY: The scheduled shipment date and all costs are to be arranged by the customer.
Buyer’s acceptance of delivery time from the shipper shall constitute a waiver of any claim for delay, and in no event shall Seller be liable for any incidental or consequential damages arising in connection with delay or non-delivery for any reason.
6. WARRANTY: Except as otherwise provided herein, any goods sold hereunder which (a) are in the plant of Buyer,
(b) have been properly installed and maintained by ScottPec, Inc. authorized persons, and
(c) have been operated within the limits of rated and normal usage, are warranted to be
free of defects in material and workmanship, as determined by Seller’s inspection, for a
period of one year from the date of shipment. The terms of this warranty do not apply to any goods which have a life, under normal usages, that is inherently less than one year.
(d) Shipping, handling, travel and living expenses, temperature probes and electric fuses are not covered by warranty.
(e) The warranty is to be considered void if the payments are not received as scheduled.
(f) The buyers responsibility is to supply services to the purchased equipment in a quality and quantity as specified by the supplier.
All smokehouse installation:
A; require clean, dry compressed air source.
B; clean, soft cold and hot water connection.
C; proper chimney according to local laws and regulation. With internal stainless steel walls. If a down draft will interfere with the proper air flow the cost of modification
(Powered suction exhausted system) shall be installed at the buyer’s cost.
D; make up air system to be provided (300 cfm/cage) to the smokehouse room.
Descriptions, specifications, drawings and other particulars including any production estimate furnished to Buyer are only Seller’s estimate and do not create a warranty. Within the warranty period, Seller will repair or replace without cost to buyer, except for cost of shipping (including return freight prepaid per standard shipping terms), and applicable national, state, or local taxes (including but not limited to duties, custom/brokerage, sales tax, GST, PST, VAT) any product or parts covered by the warranty which Seller finds to be defective in material or workmanship, provided that the Buyer gives the Seller prompt notice. This shall be the sole of exclusive remedy of the Buyer under this warranty. Buyer will be responsible for any freight charges.
7. DISCLAIMER OF OTHER WARRANTIES: THE WARRANTY DESCRIBED IN PARAGRAPH 7 IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXCLUDED.
8. LIMITATION OF LIABILITY: SELLER’S LIABILITY ON ANY CLAIM(S) OF ANY KIND, INCLUDING NEGLIGENCE OR STRICT LIABILITY, FOR ANY LOSS OR DAMAGE ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OR BREACH OF THE TERMS HEREOF, OR FROM THE DESIGN, MANUFACTURE, SALE, DELIVERY, RESALE, INSTALLATION, TECHNICAL DIRECTION OF INSTALLATION, INSPECTION, REPAIR, OPERATION OR USE OF ANY GOODS SOLD
BY SELLER TO BUYER, SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO
THE GOODS WHICH GIVE RISE TO THE CLAIM. IN NO EVENT SHALL SELLER HAVE ANY LIABILITY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH A BREACH OF THE CONTRACT OF SALE OR ANY OTHER DUTY OF SELLER WITH RESPECT TO THESE GOODS INCLUDING, BUT NOT LIMITED TO, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUCH AS FOR LOST PROFITS, LOST SALES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY
THEREOF, OR INJURY TO PERSONS OR PROPERTY.
9. NOTICE OF CLAIMS: Buyer shall inspect the goods upon receipt and shall notify Seller in writing of any claims including claims for shortage or breach of warranty within 30 days after Buyer discovers or should have discovered facts upon which the claim is based. Failure of Buyer to give written notice of a claim within the time period or in the form specified above shall be deemed to be a waiver of such claim.
10. LIMITATION OF ACTIONS: No action for breach of any term of this contract of sale or any other duty of Seller with respect to these goods may be commenced more than one (1) year after shipment of the goods.
11. INSURANCE: The risk of loss passes to Buyer upon delivery of the goods to the carrier. Insurance against loss or damage to the goods during shipment is the responsibility of Buyer. Until the entire purchase price for the goods is paid in full, Buyer will keep the goods insured against loss or damage by fire and other risks and hazards included with so-called “extended coverage” insurance, in an amount at least equal to such purchase price. Losses under such insurance shall be made payable to Seller and any payments under such insurance shall be paid to Seller and applied to the unpaid balance of the purchase price. Buyer will furnish Seller with copies of the policies of such insurance and each renewal thereof.
12. INDEMNIFICATION AND RISK OF LOSS: BUYER AND SELLER AGREE THAT AFTER DELIVERY OF THE GOODS SOLD HEREUNDNER, THE GOODS AND ALL PERSONS OPERATING SUCH GOODS WILL BE DEEMED UNDER BUYER’S EXCLUSIVE CONTROL. BUYER ASSUMES ALL RISK AND LIABILITY FOR AND AGREES TO
INDEMNIFY, SAVE AND HOLD HARMLESS TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER AND ANY OF ITS OFFICERS, AGENTS, EMPLOYEES, PARENTS OR AFFILIATES FROM AND AGAINST ANY LOSS, DAMAGES, CLAIMS, ACTIONS,
PENALTIES, LIABILITIES AND COSTS, INCLUDING ATTORNEY’S FEES, ARISING FROM ANY LOSS OR DAMAGE TO PROPERTY OR INJURY TO PERSONS, INCLUDING WITHOUT LIMITATION, ANY INJURY, DISABILITY OR DEATH OF WORKERS OR EMPLOYEES, CAUSED BY OR IN ANY MANNER INCURRED BECAUSE OF THE POSSESSION, USE, MODIFICATION, OR OPERATION OF THE GOODS AFTER DELIVERY, EXCEPT THAT BUYER SHALL NOT BE LIABLE UNDER THIS SECTION FOR DAMAGES ARISING OUT OF OR DAMAGE TO PROPERTY OR INJURY TO PERSONS DIRECTLY CAUSED BY OR RESULTING FROM THE SOLE NEGLIGENCE OR STRICT LIABILITY OF THE SELLER. BUYER’S OBLIGATION HEREUNDER IS IN NO WAY LIMITED TO ANY PROTECTION AFFORDED IT UNDER WORKERS’ COMPENSATION ACTS, DISABILITY BENEFITS ACTS, OR OTHER EMPLOYEE BENEFITS ACTS.
13. CANCELLATION: Orders may not be canceled except by written notice received by Seller prior to shipment. A restocking charge of fifteen percent of the selling price will be applied for the cancellation of standard items. Charges for the cancellation of special items will be based on non-recoverable expenses accruing to the order sustained by Seller plus ten percent of the selling price.
14. GOVERNING LAW: The validity, interpretation and performance of this contract for sale shall be governed by the laws of the province of Ontario, Canada.
15. ACCEPTANCE OF ORDERS: All orders are subject to acceptance only at Seller’s facility in Guelph, Ontario, Canada.
16. DESIGN CHANGES: The designs and specification of all goods sold are subject to change without notice and, in the event of any such changes, Seller will have no obligation whatsoever to make similar changes in goods previously ordered. The Ontario Regulation 528/00 (under the country of Canada) made under the Occupational Health and Safety Act states a pre-start health and safety review must be conducted. It is the responsibility of the buyer to organize a review of the machine by a professional engineer and to keep a written, signed, and sealed record of the compliance report in the workplace as well as on file with the Joint Health and Safety Committee, prior to placing any machine into operation. ScottPec, Inc. is not responsible for any national, state or local certification (CSA, UL, NSF, EU, ….) It is the buyers responsibility to obtain any certification which is required in the buyer’s jurisdiction - associated costs are the sole responsibility of the buyer
All measures identified in the review are the responsibility of the buyer and should any modifications be necessary to the new machine the associated costs are the sole responsibility of the buyer. Scott Process Equipment and Controls Inc. will have no liability with respect to performance or compliance of the review and the buyer/lessee/end-user will indemnify Scott Process Equipment and Controls of all claims of liability arising from the review or any subsequent modifications.
17. WORK AND SAFETY REGULATIONS: It is the responsibility of Buyer to know, understand and comply with the work and safety laws and regulations in effect and governing Buyer’s use of the Goods sold hereunder. To the extent governing law requires inspections, records keeping and/or after-purchase modifications to Scott goods, it is the responsibility of the Buyer to arrange for and comply with such requirements and any associated costs are the sole responsibility of the Buyer. Seller does not by operation of this contract for sale assume any responsibility for or undertake any liability for Buyer’s performance under or compliance with such laws and regulations. Buyer shall indemnify Seller of all claims of liability arising from any after-purchase modifications made by Seller.
18. RESERVATION OF SECURITY INTEREST: Seller hereby reserves a security interest in the goods (and the proceeds thereof) as security for the payment of the unpaid balance of the purchase price and Buyer’s performance of its other obligations hereunder. Buyer will execute and deliver to Seller such Uniform Commercial Code financing statements as Seller shall request in order to perfect such security interest.
19. NONPAYMENT OF PURCHASE PRICE: COLLECTION COSTS: If Buyer shall not pay the full purchase price within 30 days from the date of shipment of the goods; Buyer will pay Seller thereafter an additional one and one-half percent (1-1/2%) per month on the unpaid balance of the purchase price until paid in full. Such charge shall be added to and become an additional part of the purchase price for the goods. Buyer also will pay all costs of collection incurred by Seller in collecting the purchase price for the goods and enforcing its security interest in the goods, including, without limitation, reasonable attorneys’ fees and expenses incurred by Seller
20. The ordered equipment or parts must be shipped/picked up within 30 days of you, the Customer, being notified that the order is fulfilled. Otherwise, a storage fee of $75 per day + HST will apply. Buyer will pay Seller thereafter an additional two percent (2%) per month on the unpaid balance of the purchase price until paid in full. Such charge shall be added to and become an additional part of the purchase price for the goods. Buyer also will pay all costs of collection incurred by Seller in collecting the purchase price for the goods and enforcing its security interest in the goods, including, without limitation, reasonable attorneys’ fees and expenses incurred by Seller.