These general Terms of Sale apply to the purchase of products through the Varsteel Ltd. website wherein the 'Buyer' is the Member and the 'Seller' is Varsteel Ltd. By ordering or accepting the products described herein, Buyer agrees to the terms and conditions set forth herein and in any attachments hereto, none of which may be added to, modified, superseded or otherwise altered except by written instrument signed by an authorized representative of Seller and delivered to Buyer. Any different or additional terms in Buyer’s acknowledgement, purchase order or other document of Buyer are hereby rejected, notwithstanding Seller’s act of shipping products or similar act of Seller. These terms and conditions shall constitute the complete and exclusive statement of all the terms of the agreement between Seller and Buyer unless different, contradictory or additional terms and conditions are agreed to in a writing signed by authorized representatives of both parties. In no event shall this invoice be deemed an acceptance by Seller of any terms and conditions included with Buyer’s purchase order or similar Buyer document, and Seller’s performance hereunder is expressly conditioned on Buyer’s assent to these terms and conditions of sale. Acceptance of orders, and deliveries thereunder, are at all times subject to the approval of Seller’s Chief Financial Officer.
Terms of Payment
Payment for Product is to be made by Buyer on the Varsteel Ltd. website via secure payment method. The acceptance of any order or specification and terms of payment on all sales and orders is subject to approval of Seller’s Credit Department. The seller may at any time decline to make any shipment or delivery or perform and work except upon receipt of payment or security or upon terms and conditions satisfactory to the Seller's Credit Department.
Price. The purchase price of the Products is set forth on the Varsteel Ltd. website upon checkout. Unless otherwise stated, the purchase price: (i) is subject to increase for any reason, including increased raw material costs, increased labor or other manufacturing costs, increased development costs, or changes in volumes from the volumes estimated or expected; (ii) is exclusive of all federal, state, provincial, and local taxes and any duties applicable to provision of the Products; (iii) is exclusive of all storage, handling and packaging.
2. Shipping and Delivery
The Seller will properly pack, mark, and ship Products (and provide related documentation) according to the order requirements of Buyer, the involved carriers and the country of destination. Seller will promptly provide Buyer, in the form requested by Buyer, with the identity and amount of all ingredients (and any changes in the ingredients) of the Products.
Unless Buyer takes possession of the products at one of Seller’s warehouse locations, products shall be shipped pre-paid by Buyer (shipping payment to be made upon checkout on the Varsteel Ltd. website). All title and risk of loss or damage in respect to the products shipped hereunder shall pass to Buyer on delivery to the first common carrier. For products picked up at one of Seller’s warehouse locations, title and risk or loss or damage transfers when Buyer takes possession of the products. Products are deemed accepted by Buyer either upon delivery to the carrier or when Buyer takes possession of the products at one of Seller’s warehouse locations, whichever is applicable. Buyer is responsible for payment of all costs relating to transportation, delivery and insurance. Buyer will be responsible for filing claims relating to any lost or damaged products.
2.1 Force Majeure.
Seller shall not be liable to Buyer for any alleged loss or damage resulting from Seller’s failure to deliver products, or delay in making shipments, or resulting from acts of Buyer, fire, explosion, flood, earth-quake, war, riots, acts of terror, insurrection, civil disturbance, accident, storm, interruption or delay of transportation, shortages, strike or other labor dispute, inability to obtain materials and supplies, acts of government, any act of God, or any other causes of like or different character beyond Seller’s reasonable control.
2.2 Hazardous Materials.
Before and at the time Products are shipped, Seller will give Buyer sufficient warning in writing (including appropriate labels on all Products, containers, and packing, including without limitation disposal and recycling instructions, material safety data sheets and certificates of analysis) of any hazardous or restricted material that is an ingredient or part of the Products, together with any special handling instructions that are needed to advise carriers, Buyer, and their employees how to take appropriate measures while handling, transporting, processing, using or disposing of the Products, containers, and packing. Seller agrees to comply with all Laws relating to the transport, packaging and shipping of such materials.
2.3 Delay in Delivery.
Seller will take diligent action to process orders in their warehouses in a timely and efficient manner for delivery to Buyer, however Seller is not liable for delays in delivery of Product upon delivery to the first common carrier.
2.4 Buyer's Duty to Inspect.
Buyer must promptly inspect all shipped products for shortages, conformity with Buyer’s purchase order, if any, and defects. If products appear not to conform to Buyer’s purchase order, if any, or to be defective upon receipt, Buyer shall discontinue their use and immediately notify Seller of such condition and afford Seller a reasonable opportunity to inspect the same. Claims for shortage or deductions for erroneous charges must be presented within fifteen (15) days after receipt of the products or they will not be allowed. Products may be returned to Seller only with Seller’s prior authorization, and only for repair of non-conformance or defect found upon receipt, due to shipment error by Seller or under warranty (see below).
3.0 PERMISSIBLE VARIATIONS, STANDARDS AND TOLERANCES.
All products are produced subject to (i) mill tolerances and variations in respect of dimension, weight, straightness, section, surface conditions, composition, mechanical properties, internal conditions, and quality; (ii) deviations from such tolerances and variations consistent with practical testing and inspection methods and (iii) regular mill practices with respect to over and under shipments. Any representations or certifications by Seller shall be limited by the foregoing.
4.0 DISCLAIMER OF WARRANTIES.
Seller warrants only that the goods are as described herein, but no other express warranty is made if any model or sample was shown to Buyer, such model or sample was used merely to illustrate the general type and quality of goods and not to represent that the goods would necessarily conform to the sample or model. THE GOODS SOLD UNDER THIS AGREEMENT ARE PURCHASED BY THE BUYER “AS IS” AND “WITH ALL FAULTS” AND SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
5.0 NO LIABILITY FOR CONSEQUENTIAL DAMAGES.
UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES BASED UPON LOST GOODWILL, LOST SALES OR PROFITS, WORK STOPPAGE, DELAY, PRODUCT FAILURE, IMPAIRMENT OF GOODS OR OTHERWISE AND WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, and in any case, Seller’s liability for any and all losses and damages sustained by Buyer and others rising out of or by reason of this contract shall not exceed the original purchase price of the products upon which liability is founded.
6.0 ENFORCEMENT of TERMS; NO WAIVER.
Any forbearance or failure of Seller to enforce any provision of these terms and conditions or to exercise any right arising from any default of Buyer hereunder shall not affect or impair Seller’s rights, and no such forbearance or failure shall be construed as a waiver of Seller’s rights to act or to enforce each and every such provision.
7.0 DEFAULT.
If Buyer fails to fulfill the terms of payment on any order, Seller may defer further shipments until such payments are made, or may, at its option, cancel the order. Seller reserves the right, even after partial shipment on account of any order, to require from Buyer satisfactory security for performance of Buyer’s obligations, and refusal to furnish such security will entitle Seller to suspend shipments until such security is furnished, and, at Seller’s option, to cancel the order.
8.0 PRICES; TAXES.
Prices for the materials or services covered herein, whether herein named or heretofore quoted or proposed, shall be adjusted to our prices in effect at the time of shipment. Unless otherwise indicated, prices are exclusive of all Provincial and Federal sales tax. Any taxes which Seller may be required to pay or collect under any existing or future law upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption, of any of the materials covered hereby, including taxes upon or measured by the receipts from the sale thereof, shall be for the account of Buyer and Buyer shall promptly pay the amount thereof Seller upon demanding.
9.0 CONFLICT WITH APPLICABLE LAW: SEVERABILITY.
No term or condition herein shall be effective or binding to the extent that it may be illegal or require an illegal action. If any provision of these terms and conditions shall be judged by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such adjudication shall not affect or modify any other provision of these terms and conditions and the effect thereof shall be confined to the provision as to which such adjudication is made.
10.0 MODIFICATION.
No agreement or understanding in any way, modifying the conditions of this order shall be binding upon Seller unless made in writing and approved by Seller. Extras will be paid for only on the prior written order of Seller.
11.0 ENTIRE AGREEMENT.
This order together with any attached specifications and drawings, constitutes the entire final written agreement between the parties and is a complete and exclusive statement of all the terms of such agreement.
12.0 ASSIGNMENT.
Aassignment attempted without such consent shall be null and void and shall effect, at Seller’s option a cancellation of Seller’s obligations hereunder. Seller may assign this order and its interest therein to any affiliated corporation, or to any corporation succeeding to Seller’s business without the consent of Buyer.
13.0 INTERPRETATION.
This order shall be construed according to laws of the Province of Alberta, Canada where the sale originated.
