1. OFFER AND ACCEPTANCE: 0968458 BC LTD. (“0968458 BC,” “us,” “we,” “our”) offers to sell the materials, equipment and services indicated in strict accordance with the terms and conditions stated herein. Submittal of a Purchase Order or execution of this offer by Buyer, or allowing us to commence work shall be deemed an acceptance of this offer, which offer and acceptance shall constitute a legally enforceable contract between Buyer and 0968458 BC. Any additional or differing terms and conditions contained on Buyer’s Purchase order (whether or not such terms materially alter this offer) are hereby rejected by us and shall become part of the contract between Buyer and 0968458 BC unless expressly consented to in writing by us. This offer is subject to acceptance within 30 days after date and is based on all work being performed during regular working hours.
2. TERMS: Terms of Payment for goods shipped and/or services rendered hereunder shall be NET on RECEIPT of INVOICE. We reserve the right to add to any account outstanding more than thirty 30 days a charge of two (2%) percent of the principal amount due at the end of each thirty (30) day period.
3. PERFORMANCE: We shall not be liable for failure to ship or delays in delivery of equipment or performance of services hereunder where such failure or delay is due to the disapproval of the our Credit Department, or due to fires, accidents, national emergency, failure to secure materials from the usual sources of supply or any other circumstance beyond our control, whether of the class of causes enumerated above or not, which shall prevent us from making deliveries or performing services in the usual course of business. Receipt of the equipment or services by Buyer upon its delivery shall constitute a waiver of all claims for delay.
4. TAXES: Prices quoted are exclusive of taxes unless otherwise noted.
5. WARRANTY: We guarantee service work against defects in workmanship and material for 365 days from date of completion of the work and will repair. All material is guaranteed per the manufactures warranty. This warranty does not include the cost of labour to remove or reinstall any defective components, nor does this warranty include cost of handling, shipping or transportation involved in supplying replacements for defective components. On materials furnished by us, but manufactured by others, we will extend the same guarantee it receives from the manufacturer.
6. LIMITATION OF LIABILITY: IN NO EVENT SHALL OUR LIABILITY FOR DIRECT OR COMPENSATORY DAMAGES EXCEED THE PAYMENTS RECEIVED BY US FROM BUYER UNDER THE INSTANT CONTRACT, NOR SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THESE LIMITATIONS ON DAMAGES SHALL APPLY UNDER ALL THEORIES OF LIABILITY OR CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT, WARRANTY, TORT OR STRICT LIABILITY.
7. THE WARRANTY AND LIABILITY SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, EXPRESS OR IMPLIED, IN LAW OR IN ACT, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTIES CONTAINED HEREIN SET FORTH BUYER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF A DEFECT IN WORKMANSHIP OR MATERIALS.
8. DELIVERY: Shipping dates are approximately only. No shipping date requested or specified by Buyer will be binding on us.
9. CANCELLATION: We reserve the right to collect cancellation charges (including but not limited to all costs and expenses incurred, plus reasonable overhead and profit against any cancelled order).
10. DISPUTES AND CHOICE OF LAWS: This contract shall be deemed to have been entered into and shall be governed by the laws of the Province of British Columbia. All claims, disputes and controversies arising out of or relating to this contract, or the breach thereof, shall in lieu of court action, by submitted to non-binding mediation.
11. COSTS TO US: In the event it becomes necessary for us to incur any costs or expenses in the collection of monies due to us from Buyer, or to enforce any of its rights or privileges hereunder. Buyer, upon demand, shall reimburse 0968458 BC for all such costs and expenses (including, but not limited to reasonable attorney’s fees).
13. ENTIRE AGREEMENT: These terms and conditions, and the matter set forth on the face of our offer to sell, constitute the entire agreement between 0968458 BC and Buyer. No course of dealings or performance, or prior, concurrent or subsequent understandings, agreements or representations becomes part of this contract unless expressly agreed to in writing by an authorized representative of 0968458 BC.
14. ASSIGNMENT: Buyer shall not assign this contract or any interest therein without the prior written consent from 0968458 BC. Any actual or attempted assignment without our consent shall entitle us, at our sole option, to cancel this contract and, in such event, we shall be entitled to payment for all work performed and materials furnished to the date of cancellation, as well as reasonable compensation for lost income and profits.