Terms and Conditions of Sale

1. TERMS AND CONDITIONS OF SALE: THIS ORDER SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, NOTWITHSTANDING ANY TERMS AND CONDITIONS THAT MAY BE CONTAINED IN ANY ORDER. ACKNOWLEDGMENT OR OTHER FORM OF BUYER SUCH TERMS AND CONDITIONS OF BUYER SHALL NOT BIND SELLER UNLESS ACCEPTED BY IT IN WRITING, WHETHER OR NOT THEY MATERIALLY ALTER THIS ORDER 

2. PAYMENT AND PRICES: TERMS ARE NET 30 DAYS, SUBJECT TO CREDIT APPROVAL AT TIME OF SHIPMENT. INTEREST AT 1-1/2% PER MONTH WILL APPLY AFTER NET DUE DATE. PAYMENT SHALL NOT PREJUDICE CLAMS ON ACCOUNT OF OMISSIONS OR SHORTAGES IN SHIPMENT, BUT NO SUCH CLAIM WILL BE ALLOWED UNLESS MADE WITHIN 30 DAYS AFTER RECEIPT OF INVOICE BY BUYER. 

THE PRICE OF ANY ARTICLE SCHEDULED FOR SHIPMENT ON A DATE BEYOND A PERIOD OF 30 DAYS FROM THE DATE OF SELLERS QUOTATION OR ORDER IS SUBJECT TO INCREASE BY SELLER UNLESS OTHERWISE AGREED TO IN WRITING. PRICES ARE F.O.B. STAUFF CANADA LIMITED ONTARIO, CANADA. UNLESS SELLER OTHERWISE SPECIFIES ADDITIONAL SERVICES ARE SUBJECT TO CHANGE AT SELLER'S STANDARD RATES 

PRICES OF ELECTRIC MOTORS AND OTHER ACCESSORY COMPONENTS ARE NOT GUARANTEED TO SELLER BY THE MANUFACTURER AND ARE SUBJECT TO ESCALATION. THEREFORE, SELLER'S PRICES ARE SUBJECT TO ADJUSTMENT TO REFLECT COSTS OF ELECTRIC MOTORS AND/OR ACCESSORY COMPONENTS IN EFFECT AT THE TIME OF SHIPMENT. 

PRICES INCLUDE ORDINARY PACKING ONLY. EXPORT PACKING AND DELIVERY TO PIER OR AIRPORT WILL BE QUOTED SEPARATELY UPON REQUEST. 

3. DELIVERY: SELLER SHALL NOT BE LIABLE FOR ANY DELAYS IN OR FAILURE OF DELIVERY DUE TO ACTS OF GOD OR PUBLIC AUTHORITY. LABOR, DISTURBANCES, ACCIDENTS, FIRES, FLOODS, EXTREME WEATHER CONDITIONS, FAILURE OF AND DELAYS BY CARRIERS, SHORTAGES OF MATERIAL, DELAY OF SUPPLIER OR ANY OTHER CAUSE BEYOND SELLER'S CONTROL. IN NO EVENT, SHALL SELLER BE LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF A DELAY IN OR FAILURE OF DELIVERY. BUYER'S REQUESTED DELIVERY DATE OR SCHEDULE SHALL BE APPROXIMATE AND SUBJECT TO SELLER'S ACCEPTANCE. SELLER RESERVES THE RIGHT TO MAKE AND TO INVOICE FOR PARTIAL SHIPMENTS OF COMPLETED ARTICLES. 

UNLESS SELLER OTHERWISE SPECIFIES, DELIVERY WILL BE MADE F.O.B. STAUFF CANADA LIMITED ONTARIO, CANADA, AND TITLE AND RISK OF LOSS SHALL PASS TO BUYER AT THAT POINT. 

4. WARRANTY: SELLER WARRANTS THE GOODS SOLD HEREUNDER TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP. THIS WARRANTY SHALL TERMINATE IN ALL INSTANCES EITHER SIX MONTHS FROM THE DATE OF SHIPMENT FROM OUR FACTORY, OR UPON 2,000 HOURS OF USE WHICHEVER OCCURS FIRST. IF THE GOODS HAVE BEEN USED, THE WARRANTY APPLIES ONLY IF THEY FAIL TO FUNCTION PROPERLY BECAUSE OF SUCH DEFECT IN MATERIAL OR WORKMANSHIP UNDER NORMALLY RECOMMENDED OPERATING CONDITIONS WITHIN DESIGN LIMITATIONS.CLAIMS UNDER THE WARRANTY NOT MADE IN WRITING WITHIN 30 DAYS OF BUYERS DISCOVERY SHALL BE CONSIDERED WAIVED. 

THIS WARRANTY EXTENDS ONLY TO GOODS OWNED BY THE ORIGINAL PURCHASER AND APPLIES ONLY TO PARTS MANUFACTURED BY SELLER. PARTS INCORPORATED IN THE SELLER'S PRODUCTS, BUT NOT MANUFACTURED BY THE SELLER, WILL CARRY ONLY THE WARRANTY OF THEIR MANUFACTURER. 

THE WARRANTY DOES NOT APPLY TO GOODS THAT HAVE BEEN DAMAGED AFTER SHIPMENT TO BUYER WHERE THE DAMAGE IS NOT DIRECTLY DUE TO A DEFECT IN MATERIAL OR WORKMANSHIP OF THE GOODS. NOR DOES IT APPLY TO GOODS THAT HAVE BEEN ALTERED OR REPAIRED BY ANYONE OTHER THAN THE SELLER'S AUTHORIZED EMPLOYEES. NOR TO GOODS FURNISHED BY BUYER OR ACQUIRED AT BUYER'S REQUEST AND/OR TO BUYER'S SPECIFICATIONS. WHEN GOODS ARE ALLEGED TO BE DEFECTIVE, SELLER MAY, AT ITS OPTION, INSPECT THE SAME AT ANY SITE SPECIFIED BY THE SELLER. OR REQUEST THAT THEY BE RETURNED TO SELLER WITH TRANSPORTATION CHARGES PREPAID BY BUYER IF SELLER DETERMINES THAT THE GOODS ARE NOT AS WARRANTED. SELLER'S SOLE OBLIGATION SHALL BE TO REPAIR OR REPLACE AT ITS OPTION, THE GOODS WITHOUT CHARGE TO BUYER. 

THE ABOVE WARRANTY COMPRISES SELLER'S SOLE AND ENTIRE WARRANTY OBLIGATIONS AND LIABILITY TO BUYER. ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS, ARE EXPRESSLY EXCLUDED. 

5. CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF A DELAY IN OR FAILURE OF DELIVERY, DEFECTS IN MATERIAL OR WORKMANSHIP, OR ARISING OUT OF A BREACH BY SELLER OF ANY OTHER TERM OR OBLIGATION OF SELLER UNDER THIS CONTRACT 

6. CHANGES IN SPECIFICATIONS OR DESIGN: IF BUYER REQUESTS CHANCES IN SPECIFICATIONS OR DESIGNS RELATING TO ANY GOODS. DELIVERY SCHEDULES SHALL BE REVISED IF NECESSARY AND AN EQUITABLE ADJUSTMENT UPWARD TO DOWNWARD SHALL BE MADE IN PRICE IF WARRANTED 

7. CANCELLATIONS AND RESCHEDULES: CANCELLATION AND RESCHEDULES ARE SUBJECT TO ACCEPTANCE BY SELLER AND ARE ALSO SUBJECT TO CANCELLATION CHARGES AND PRICE INCREASES. 

8. SPECIAL TOOLS: ANY SPECIAL TOOLS, JIGS, DIES, PATTERNS, ETC WHICH SELLER MAKES OR ACQUIRES FOR BUYER, NOTWITHSTANDING ANY AMOUNT CHARGED TO THE BUYER THEREFORE, SHALL BE AND REMAIN SELLER'S PROPERTY SUBJECT TO ITS POSSESSION AND CONTROL, PROVIDED, HOWEVER. THAT AT THE TIME OF QUOTATION SPECIAL ARRANGEMENTS MAY BE MADE FOR RETENTION OF TITLE BY BUYER UPON PAYMENT OF THE FULL COST. THEREOF, IN NO EVENT, SHALL BUYER HAVE ANY INTEREST IN ANY TOOLING BELONGING TO SELLER WHICH IS UTILIZED IN THE PRODUCTION OF GOODS FOR BUYER OR WHICH HAS BEEN CONVERTED OR ADAPTED BY SELLER FOR SUCH USE, NOTWITHSTANDING ANY CHARGE FOR ANY SUCH UTILIZATION, CONVERSION, OR ADAPTATION. SELLER SHALL HAVE THE RIGHT TO ALTER, DISCARD, OR OTHERWISE DISPOSE OF ANY TOOLING WITHOUT LIABILITY TO BUYER WHEN FOR TWO (2) CONSECUTIVE YEARS NO ORDERS HAVE BEEN RECEIVED FROM BUYER REQUIRING THE USE OF SUCH TOOLING. 

9. BUYER'S PROPERTY: ANY DESIGNS, TOOLS, PATTERNS, MATERIALS, DRAWINGS, INFORMATION OR EQUIPMENT FURNISHED BY BUYER, OR ANY SPECIAL TOOLS MADE OR ACQUIRED FOR THE BUYER BY THE SELLER WHICH BECOME BUYER'S PROPERTY, SHALL BE USED ONLY IN THE PRODUCTION OF GOODS ORDERED BY BUYER AND NOT OTHERWISE, UNLESS BY BUYER'S WRITTEN CONSENT, PROVIDED THAT SUCH PROPERTY MAY BE CONSIDERED OBSOLETE AND DESTROYED BY SELLER WHEN FOR TWO (2) CONSECUTIVE YEARS NO ORDERS ARE RECEIVED FROM BUYER FOR PRODUCTS TO BE MADE WITH SUCH PROPERTY. SELLER AGREES TO EXERCISE REASONABLE CARE WITH RESPECT TO SUCH PROPERTY AND EQUIPMENT WHILE IN ITS POSSESSION AND CONTROL, BUT SHALL NOT BE RESPONSIBLE FOR LOSS OR DAMAGE OCCURRING WITHOUT ITS FAULT OR NEGLIGENCE OR FOR ORDINARY WEAR AND TEAR 

10. NUCLEAR INDEMNITY: IF THE GOODS ARE TO BE USED IN ANY NUCLEAR INSTALLATION OR ACTIVITY. THEN BUYER OR THE ULTIMATE USER (I) SHALL SECURE AND MAINTAIN THE MAXIMUM NUCLEAR PROPERTY DAMAGE LIABILITY INSURANCE PROTECTION AVAILABLE, (II) SHALL ENTER INTO AND MAINTAIN A GOVERNMENT INDEMNITY AGREEMENT AND (III) SHALL WAIVE AND REQUIRE ITS INSURERS TO WAIVE ALL RIGHT OF RECOVERY OR SUBROGATION AGAINST SELLER FOR, AND SHALL INDEMNIFY AND HOLD SELLER HARMLESS FROM AND AGAINST ANY CLAIMS, LOSSES, OR DAMAGES INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND ARISING OUT OF A NUCLEAR INCIDENT 

11. PATENT INDEMNITY: SELLER SHALL HAVE NO LIABILITY FOR PATENT INFRINGEMENT UNLESS THE GOODS FURNISHED HEREUNDER IN AND OF THEM-SELVES CONSTITUTE THE INFRINGEMENT IF THEY DO, AND SELLER IS NOTIFIED OF THE CLAM OF INFRINGEMENT WITHIN 10 DAYS AFTER SUCH CLAIM IN RECEIVED BY THE BUYER, AND IS PERMITTED TO SETTLE OR DEFEND SUCH CLAIM. SELLER WILL INDEMNIFY THE BUYER AGAINST THE REASONABLE EXPENSE OF DEFENDING SUIT AND AGAINST ANY JUDGMENT OR SETTLEMENT TO WHICH SELLER AGREES. HOWEVER, SUCH INDEMNITY WILL BE LIMITED TO AN AMOUNT NOT EXCEEDING THE PRICE PAID BY BUYER TO SELLER FOR THE INFRINGING GOODS. IF AN INJUNCTION IS ISSUED AGAINST THE FURTHER USE OF THE GOODS, SELLER WILL HAVE THE OPTION OF EITHER PROCURING FOR THE BUYER THE RIGHT TO SUE THE GOODS, REPLACING THEM WITH NONINFRINGING GOODS, MODIFYING THEM SO THAT THEY BECOME NONINFRINGING, OR REFUNDING THE PURCHASE PRICE. THE FOREGOING CONSTITUTES SELLER'S ENTIRE WARRANTY AND LIABILITY AS TO PATENTS IF THE GOODS FURNISHED HEREUNDER ARE IN ACCORDANCE WITH A DESIGN FURNISHED BY THE BUYER. THE BUYER WILL DEFEND AND SAVE HARMLESS SELLER FROM ALL COSTS, EXPENSES AND JUDGMENTS ON ACCOUNT OF ANY CLAIM OF INFRINGEMENT OF ANY PATENT. 

12. TAXES: ANY SALES. USE, EXCISE OR SIMILAR TAX PAYABLE BY SELLER WHICH IS OR MAY BE IMPOSED BY ANY TAXING AUTHORITY UPON THE MANUFACTURE, SALE, OR DELIVERY OF GOODS COVERED BY THIS ORDER, OR ANY INCREASE IN RATE OF ANY SUCH TAX NOW IN FORCE, SHALL BE ADDED TO THE SALES PRICE. IF NOT COLLECTED AT THE TIME OF PAYMENT OF SALES PRICE, BUYER WILL HOLD SELLER HARMLESS. 

13. SAFETY DEVICES AND REQUIREMENTS: SINCE IT’S EQUIPMENT IS OFTEN INCORPORATED INTO CUSTOMER'S SYSTEM AND EQUIPMENT. STAUFF CANADA LIMITED WILL NOT BE RESPONSIBLE FOR THE RECOMMENDATIONS, DESIGN, OR INSTALLATION, OR SAFETY DEVICES UNLESS SPECIFICALLY ASSIGNED SUCH RESPONSIBILITY IN CUSTOMER'S WRITTEN SPECIFICATIONS. WHERE IT HAS NOT BEEN REQUESTED IN WRITING TO ASSIST IN SAFETY EVALUATION AND RECOMMENDATIONS, WHERE ITS RECOMMENDATIONS ARE NOT ADOPTED IN FULL, OR WHERE INSTALLED SAFETY DEVICES HAVE BEEN ALTERED OR REMOVED. STAUFF CANADA LIMITED WILL NOT BE RESPONSIBLE FOR ANY LOSSES RESULTING FROM THE OPERATION OF EQUIPMENT WHICH IT HAS PROVIDED. 

STAUFF CANADA LIMITED REPRESENTS ONLY THAT TO THE BEST OF ITS KNOWLEDGE AND BELIEF. MATERIAL SOLD HEREUNDER MEETS AT THIS DATE ANY EXISTING SAFETY STANDARDS FOR THESE SPECIFIC COMPONENTS - BUT ONLY WHEN PROPERLY INSTALLED AND TESTED OR OPERATED IN ACCORDANCE WITH ITS RECOMMENDATIONS AND LIMITS ITS LIABILITY IN THE EVENT THIS BELIEF IF INCORRECT TO REPLACEMENT OF THE MATERIAL OR REFUND OF ITS PURCHASE PRICE. 

13. RETURNS: NEW, UNUSED STANDARD STOCK MATERIAL WILL BE SUBJECT TO CREDIT ONLY WITH SELLER'S PRIOR WRITTEN AUTHORIZATION AND IS SUBJECT TO A RESTOCKING CHARGE. NONSTANDARD OR USED MATERIAL SHALL NOT BE SUBJECT TO RETURN FOR CREDIT. 

14. GOVERNING LAW: THESE ITEMS SHALL BE GOVERNED IN ALL RESPECTS BY THE LAW OF THE PROVIDENCE OF ONTARIO AND THE LAWS OF CANADA APPLICABLE THEREIN. 

1-1/2% Service Charge will be added to all past due accounts plus attorney fees if collection is necessary.  

STAUFF CANADA LTD.   866 MILNER AVENUE,   SCARBOROUGH, ONTARIO M1B 5N7    TEL: 416-282-4608   FAX: 416-282-3039