1. Application: These terms and conditions (“Terms”) along with your company’s credit application shall govern the sale of products and provision of services by Harris-Stolper International Inc. (“HSII”) to you (“the Buyer”) and shall be incorporated by reference and apply to all transactions between the parties, unless otherwise specifically agreed to in writing by both parties. The parties acknowledge and agree that any standard business forms of the Buyer, including, but not limited to, purchase orders, requests for proposal and acknowledgements (herein or collectively referred to as “Purchase Order(s)”) may be used in this transaction between the parties, but such use, shall be for administrative purposes only, such as to define the product, quantity, price, and destination. No other provision included in any Purchase Order shall apply unless agreed to in writing and signed by an officer of HSII. No modifications of these Terms shall be binding on HSII, unless agreed to in writing by HSII.
2. Acceptance and Cancellation: Submission of the Buyer’s Purchase Order shall be deemed to constitute an acceptance of these Terms. All orders shall be contingent upon credit approval and adequate supply of materials and components. Buyer shall have no right to change or modify any order without HSII’s prior written consent and the payment to HSII of all applicable cancellation or restocking fees. Any and all items that are “made to order” by HSII in accordance with the Buyer’s specification cannot be cancelled nor refunded, without the prior written agreement of HSII, and shall be subject to fees.
3. Price and Delivery: Quoted prices are subject to change based on the final specifications of the product. All deliveries are F.O.B. shipping point unless noted otherwise on HSII's quotation. All taxes, transportation costs, duties and other charges are in addition to the quoted price and shall be paid by the Buyer. 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.
4. Payment: Unless otherwise specified, terms of payment are STRICTLY NET 30 days from HSII’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 HSII all costs of collections including reasonable legal fees.
5. 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 HSII for future shipment to the Buyer.
6. Returns: A "RETURN GOODS AUTHORIZATION" number is required before any items are returned to HSII. HSII will accept the return for credit of regularly stocked items of the current model in clean, unused and undamaged condition with original packaging with all original parts. Returns are subject to a 25% restocking fee, unless specified otherwise by HSII.
7. Delays: Buyer may not delay delivery of the product without HSII’s consent and Buyer agrees to pay all costs including any storage expenses such delay imposes on HSII. If delivery of the product is delayed by Buyer without HSII’s consent, payments in full of the purchase price for such product shall become due when Buyer is notified that such Product is ready for delivery and the product shall thereafter be held at Buyer’s risk.
8. Intervening Events: HSII shall not be liable for delay or failure in performance resulting from acts beyond the control of HSII, 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, blockages, embargoes, shortages of labour, materials and suppliers, delays of suppliers, lightning, earthquakes, fire, storms, hurricanes, floods, washouts, explosions and acts of God.
9. Warranty: HSII warrants that the products shall be new, and shall be free from major defects in materials and workmanship, and that the work performed under these Terms will be performed in accordance with the outlined requirements. If HSII is responsible for design, HSII further warrants that the Supplies will meet all design requirements set forth in the Terms and be free from major defects in their design. The term of this warranty for both Material and workmanship is for a period of Ninety (90) days after delivery to Buyer. HSII warrants only its title to any third party manufactured goods included in the delivered product. All other warranties are those of the manufacturer and HSII will flow down such manufacturer warranties to the Buyer. HSII DISCLAIMS ALL EXPRESSED AND IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. HSII assigns to the Buyer any warranty provided by its supplier and by the manufacturer. The Buyer waives any right to legal action against HSII in respect of damages caused by the products. Buyer must provide notice of any failure of the products to conform to this warranty within a reasonable time after discovery, not to exceed 10 days. Complete warranty policy and claim procedures can be accessed at www.harris-stolper.com/info-warranty.
10. Indemnification: Subject to the limitation of liabilities under section 11, HSII shall indemnify and defend the Buyer, its directors, officers, and employees ( collectively the “Indemnified Parties”) from any loss, expense, claim or damage including reasonable defense costs, arising from any third party claim or action that may be brought on against the Indemnified Parties (“Third Party Claims”) arising out of: (i) any bodily injuries, including death, sustained by any person or (ii) damage to real property; due the negligence or willful misconduct of HSII, its employees or subcontractors, provided that: Buyer shall promptly give written notice to HSII after obtaining knowledge of any potential or actual Third Party Claim for which recovery being sought against HSII is due to the indemnity set forth above. HSII will have the right to defend the Indemnified Parties against any such Third Party Claim with counsel of HSII’s choice. The Buyer has the right to be represented in any such action by its own counsel at its own expense, provided, however, that HSII shall have the right to control the defense of such third party claim in its sole discretion.
11. Limitation of Liability: Notwithstanding anything else to the contrary in these Terms or in any Purchase Order submitted by the Buyer, HSII shall not be liable for any indirect, consequential, incidental, special, punitive, exemplary or liquidated damages, or loss of profit, and the total and cumulative liability of HSII and its insurers however arising from these Terms or the products sold hereunder shall not in any case exceed the price paid by the Buyer for the products to which such claims relate. These limitations shall apply whether the liability is based in contract, tort, strict liability, warranty or any other theory.
12. Applicable Law: This contract is governed by the laws of the Province of Ontario. Buyer waives any claim of forum non-conveniens. All actions, regardless of form, arising out of or related to this transaction must be brought against HSII within the applicable statutory period, but in no event more than ONE (1) YEAR after the date of invoice.