Terms and Conditions of Sales

The following Terms and Conditions of Sale shall apply to any sale of goods by Guillevin International Co. and its divisions (“Guillevin”). Purchaser shall be deemed to have full knowledge of the Terms and Conditions herein and such Terms and Conditions shall be binding if either the goods referred to herein are delivered to and accepted by the Purchaser.

1. Bill of Material: The order is based on the Bill of Material prepared by Guillevin or Guillevin’s suppliers that accompanies this order. Guillevin assumes no responsibility for the accuracy of the plans and/or specifications provided to it by the Customer on which the Bill of Material was based. It is the responsibility of the Customer to ensure that the goods ordered and the Bill of Material meet any specifications required by the Customer.

2. Price and Payment: All prices are subject to change without notice. All prices are tax extra. GST, HST and Provincial Tax are not included. All payments shall be made 30 days from the invoice date. Guillevin may also alter the terms of payment if Guillevin, in its sole discretion, feels the Customer’s financial condition has changed, including requiring the Customer to pay in whole or in part prior to shipment.

3. Freight and storage: Unless otherwise specified, all transportation, storage and related expenses shall be charged to the Customer’s account and shall be in addition to the price specified for the related goods.

4. Delays: Shipping and delivery dates are estimates only and are not guaranteed. Guillevin assumes no liability whatsoever, for any reason, or any damages, including, without limitation, direct, indirect, incidental, financial, consequential or special damages, which may result from any delay in the delivery or failure to fill the purchased goods.

5. Cancellation: Orders placed with Guillevin cannot be cancelled by the Customer without the prior written consent of Guillevin. The Customer agrees to indemnify Guillevin against all direct and indirect losses arising from any cancellation.

6. Returns: Guillevin will not accept the return of any goods, for any reason, unless the Customer has prior written approval, agreed to the restocking fees and unless all conditions placed on the return of goods have been met.

7. Title: Title to all goods sold or delivered by (or on behalf of) Guillevin shall remain with Guillevin until such goods have been fully paid for.

8. Notice in writing: If the Customer receives damaged goods or goods short shipped, the Customer must provide written notice with sufficient detail to Guillevin and the carrier within 7 days of receipt of the goods.

9. Warranty: GUILLEVIN MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS, AGREEMENTS OR GUARANTEES OF ANY KIND OR NATURE, EXPRESSED OR IMPLIED (BY STATUTE OR OTHERWISE) WITH REGARDS TO THE PURCHASED GOODS, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS, WARRANTIES, CONDITIONS, AGREEMENTS OR GUARANTEES THAT THE GOODS ARE OF MERCHANTABLE QUALITY, ARE SUITABLE OR FIT FOR THEIR INTENDED PURPOSE, ARE FREE FROM DEFECTS, WILL PERFORM AS SPECIFIED OR DO NOT INFRINGE ANY INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL GUILLEVIN BE LIABLE TO THE CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, FINANCIAL, CONSEQUENTIAL OR SPECIAL DAMAGES FOR DEFECTIVE GOODS OR FOR FAILURE OF ANY GOODS NOT CONFORMING TO THEIR SPECIFICATIONS, EITHER DUE TO GUILLEVIN’S OWN NEGLIGENCE OR OTHERWISE. THE CUSTOMER’S SOLE CLAIM(S) SHALL BE LIMITED TO THE WARRANTY PROVIDED BY THE MANUFACTURER, IF ANY, AND GUILLEVIN SHALL ASSIGN TO THE CUSTOMER ANY SUCH MANUFACTURER’S WARRANTIES TO THE EXTENT PERMITTED BY LAW.

10. Reels: Where wire is shipped on returnable reels, the reels shall be billed as a separate line item on the same invoice as the wire.

11. Modifications: The terms and conditions on any purchase order submitted by the Customer at any time are null and void and of no legal effect other than with respect to the identify of and quantity of goods being purchased. Any term or condition not contained herein shall not be binding on Guillevin.

12. Governing Law: This Agreement, including any changes or modifications, shall be governed by the laws of the Province in which Guillevin’s location that made the sale is located and this Agreement, together with any Credit Application signed by the Customer shall constitute the entire agreement and understanding between the Customer and Guillevin.