Terms of Sales
TERMS OF SALES
1. CONDITIONS OF SALE: It is distinctly understood that the information contained in this sheet covers all points on connection with terms and conditions of sale under which this company's product is sold. No agent or representative of the company has authority to modify this contract or make any representation other than contained herein. No modification of or addition to the terms and conditions of sale outlined herein will be recognized by us unless specifically agreed to in writing and signed by an officer of this "company" as used herein, unless otherwise modified, designates Joule Technical Sales.
2. TERMS: Unless otherwise specifically noted on the face of Quotation, All payments are to be made by electronic funds transfer (EFT). If credit cards are to be used there will be a 4% charge, anything over $50,000.00 to be on a progressive payment plan of 10% upon agreement of drawings 40% upon purchase of materials 50% (remainder) before shipping. Progressive payments can be made for invoices less them $50,000.00 with written agreement. If Buyer disputes all or part of an invoice, Buyer must (i) submit the dispute to Seller in writing within five (5) business days of the date of invoice or the entire amount of the invoice shall be due on the Payment Due Date; and (ii) pay all undisputed amounts on the Payment Due Date. If Buyer fails to pay an undisputed invoice on or before the Payment Due Date, Seller reserves the right to (i) charge late fees at the lesser of (i) the rate of 1.5% per month (18% per annum) or (ii) the maximum amount permitted by law; (ii) require Buyer to pay all of Seller’s collection costs; and (iii) cease all work in relation to this Order (without obligation for liquidated damages, if applicable, incurred due to such cessation). If shipments are unreasonably delayed by the purchaser, payments shall become due from date when the company is prepared to make shipment. All remittances are to be sent to Joule Technical Sales 121 Citadel Manor N.W. Calgary, Alberta, Canada. OR BY CONTACTING Joule Technical Sales Inc. Accounting Department (email@example.com) to make other arrangements. Cash discounts are absolutely not allowed on settlements paid by note or trade acceptance.
3. QUOTATIONS: Quotation, written or verbal, are subject to the conditions of sale listed herein. Written quotations automatically expire thirty (15) calendar days from the date of issue and are subject to termination by notice within that period unless noted. Verbal quotations expire, unless accepted, the same day they are made. Prices shown in Joule Technical Sales literature are not to be construed as a definite quotation or offer to sell. This literature is not to be construed as a definite quotation or offer to sell. This literature is maintained as a source of general information and prices shown therein are subject to specific confirmation.
4. PRICES: Prices are subject to CHANGE WITHOUT NOTICE.
5. PRICE CHANGES: Price increase — In the event of a price increase affecting product already on order, the previously lower price level will be allowed if shipment is made within 30 calendar days from effective date of price change. Price reduction — In the event of a net price reduction covering equipment on order but unshipped, the revised price will be applied to the unshipped portion of all orders. Equipment already shipped and billed is not subject to price reduction.
6. ACCEPTANCE OF ORDERS: All orders are subject to written approval at the main office by principal officer of the company. All orders are accepted subject to the company's terms, conditions, and price provisions in effect at the time of the acceptance. The date of acceptance will be the date of the purchaser's order containing complete information and released for manufacture within a time limit established by the company. Any "hold" orders are continued on the basis that they will become subject to the same conditions as apply to new orders entered on the date when the purchaser furnishes complete information and releases for manufacture.
7. DELIVERY: Time is not of essence and Joule Technical Sales will not pay, or be liable for, any penalty or damages, whether liquidated or otherwise, for late delivery or installation. Shipping dates are approximate and are dependent upon our prompt receipt of all details essential to the proper execution of the purchaser's order. In case of delay in furnishing complete information, date of shipment may be extended for a reasonable time, based upon conditions at the factory. The company shall not be liable for delay in delivery due to causes beyond its reasonable control, or due to acts of God, acts of the purchaser, fore, strikes, floods, epidemics, quarantine, war, insurrections or riots, civil or military authority, freight embargo, car shortages, wrecks or delays in transportation, unusually sever weather or inability to obtain necessary labor, materials or manufacturing facilities.
8. ERRORS: All stenographic and clerical errors are subject to correction.
9. WEIGHTS: Catalog listed weights are carefully estimated, but are not guaranteed. No particular classification by Transportation Company is guaranteed.
10. GOVERNMENT REGULATIONS: If the material, apparatus or equipment is or hereafter becomes subject to governmental control, allocation, regulation or restriction, the necessary and proper preference rating certificate, or certificates, shall be supplied by the purchaser.
11. PENALTY CLAUSE: No penalty clause of any description, in any specification or order, would be effective unless specifically approved in writing by a principal officer of the company.
12. CANCELLATION: An order once placed with and accepted by us can be cancelled only with our consent and upon terms that will indemnify us against loss. Buyer may cancel this Order, in whole or in part, upon at least seven (7) calendar days advanced written notice to Seller and payment for work performed work in progress and Seller’s costs incurred in effecting such termination. Buyer’s cancellation costs shall not exceed the total Order price. Any Goods or Services sold by Seller that are incomplete shall be deemed to be sold “AS IS,” “and “WITHOUT WARRANTY OR GUARANTEE OF ANY KIND.” Seller may cancel this Order, in whole or in part, at any time if: 1) Buyer suspends work or delays delivery beyond 45 days without it being mutually agreed upon in advance; (2) Buyer breaches any material term of this Order; and/or (3) Buyer files bankruptcy or otherwise fails to either make full and timely payments, meet its obligations, or provide further assurances.
13. RETURNS: Returned goods are subject to a 30% restocking fee payable with in 30 days from the date of the invoice. Returns can be subject to all or any additional freight, brokerage and vendor restocking fees. Returned goods are subject to inspection and must be unused and in resalable, like new condition. Special order, parts and fabricated items will not be accepted for return under any circumstances. Returns must be accompanied with written pre-authorization, a copy of the customer purchase order or Order Confirmation, and a RGA number issued by Joule Technical Sales Inc.
14. SUBSTITUTE MATERIAL: Joule Technical Sales Inc. shall have the right to furnish suitable substitutes for materials which cannot be obtained because of priorities or regulations established by any federal, state, or other governmental authority, or because of non availability of materials from suppliers. Unless stated otherwise, there are no country of origin restrictions on either the complete heat exchanger(s) or the materials/components procured to manufacture the heat exchanger(s) presented in this quotation.
15. BUYER MATERIALS: Buyer-furnished materials must be received by Seller in accordance with the delivery schedule agreed upon by both parties. If shipment of such material is delayed or lost, Seller reserves the right to: (i) invoice and hold shipment awaiting such material or (ii) invoice and ship less such material. Buyer shall reimburse Seller for all liability incurred by Seller as a result of any such Buyer delay.
16. PATENT INDEMNITY: Except (i) to the extent of designs or other intellectual property provided by Buyer and/or (ii) to the extent that Goods are altered or combined by Buyer in a manner causing the infringement, Seller will indemnify Buyer from claims by third parties against Buyer if the Goods infringe any Canadian or United States patent. If an injunction is issued against the further use of the Goods, Seller will, at its option and expense: (i) procure for Buyer the right to continue using said item of Goods; or (ii) modify or replace the same with non-infringing Goods or (iii) remove the infringing Goods and refund the purchase price.
17. INTELLECTUAL PROPERTY: Seller’s intellectual property rights and proprietary information (in hard copy or in electronic format) remain the property of Seller. Notwithstanding any other provisions or requirements of this Order, no intellectual property or proprietary information is being sold, granted, transferred, licensed, or assigned; there are no works-made-for-hire or unrestricted use (any government rights shall be “limited rights”). Seller shall not be required to provide, or provide access to, any confidential or proprietary area or information. Buyer shall not reverse engineer or otherwise attempt to re-create the Goods/Services.
18. INSTALLATIONS AND ASSEMBLY: Unless specified in the Order, Seller is only the supplier of the Goods and shall have no responsibility for the assembly and installation of the Goods
19. TAXES AND DUTIES: Buyer shall be responsible for all sales, use, value added and similar taxes (“Sales Taxes”) required on the Goods and Services, which shall be in addition to the consideration payable for such Goods and Services. If Seller invoices Buyer for such Sales Taxes, then Buyer shall pay such amounts to Seller concurrent with the payment of the consideration upon which such Sales Taxes are calculated. If Seller does not invoice Seller for such Sales Taxes, Buyer shall report and remit such Sales Taxes directly to the appropriate taxing authority within the time period required by law and shall provide evidence of such remittance to Seller upon request. Buyer shall be responsible for all import, export, customs duties, fees and similar charges (“Duties”) in respect of the Goods and Services, and if Seller is required to pay any amount of Duties in respect of the Goods and Services, then Buyer shall reimburse Seller for such amount upon request.
20. EXPORT CONTROL: Goods supplied may be subject to export control, trade sanctions, or other export laws, regulations, rules and licenses of Canada, the United States or other countries (“Export Control Regulations”). Buyer agrees to comply with Export Control Regulations as well as any other applicable country’s import control laws. Buyer further agrees that if Export Control Regulations are applicable, it will not disclose or re-export any technical data received under this order to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless Buyer has obtained prior written authorization from the United States Office of Export Control or other authority responsible for such matters. Unless otherwise mutually agreed upon by the parties, Buyer shall be responsible for obtaining export licenses or other approvals. The Order will not be accepted unless Seller is satisfied that the Goods can be supplied in compliance with the Export Control Regulations. In the event that any applicable Export Control Regulations prohibit or make impracticable Seller’s performance hereunder, Seller will be released from all performance related to the Order. Seller will not be liable to Buyer for any losses, damages, or claims arising from such cancellation of the Order. Seller will not accept payment through a trade sanctioned country financial institution.
21. NUCLEAR SALES (IF APPLICABLE): If Buyer or any ultimate end user intends to use the Goods or Services in any atomic/nuclear installation or activity, Buyer must notify Seller accordingly in advance and Seller’s “Nuclear Indemnity” shall also apply and control (and such terms are hereby incorporated by reference for such purposes, as if fully set forth herein).
22. TESTING AND INSPECTION: If specified in the Order, Seller will conduct testing and/or inspection or review(s) by Buyer of the Goods or Services at Buyer’s risks and costs. Buyer will receive written notice at least three (3) business days prior to such testing/inspection//review(s). If Buyer waives attendance or fails to attend, any testing/inspections/reviews will be deemed to have been made in Buyer’s presence.
23. RESPONSIBILITY: The Company is not responsible for damage to products through improper installation or through attempts to operate above its rated capacity intentional or otherwise. Under no circumstances shall the company be liable for loss of profits or other special damages.
24. DAMAGE CLAIMS: Great care is taken in packaging our products and the company cannot be held responsible for breakage after having received "in good order" receipts from the transportation company. Our responsibility ceases with the delivery to the carriers, at which time title passes to the consignee, and all claims for loss, damage, and delay must be made to the carrier, but the company will be glad to aid customers in every way to secure satisfactory adjustment of claims. When goods are received in a damaged condition with container intact, consignee should obtain a CONCEALED DAMAGE REPORT from the carrier on the DAY OF DELIVERY.
25. ATTORNEY: If it is necessary to employ an attorney to collect any item, the purchaser agrees to pay a reasonable attorney's fee.
26. SHIPPING INFORMATION: All sales are F.O.B. factory unless otherwise noted on the face of this quotation. All deliveries to a carrier are in good condition unless the carrier notes its exception at the time of such delivery, and title to the products thereupon transfers to the buy. All claims for damages or shortages must be made against the carrier. Your freight bill should be endorsed by the carrier indicating damage or shortage. Any damage or shortage should be noted on the carrier's receipt before you sign the same. We will make all shipments "best way" unless carrier routing is specified by buyer on purchase order. We do not guarantee safe delivery. Claims for loss or damage in transit may not be deducted from your invoice, nor payment of the invoice withheld.
27. WARRANTIES: Joule Technical Sales warrants that the products manufactured by it and supplied hereunder shall conform to the dimensions and specifications of Joule Technical Sales' standard parts as shown in Joule Technical Sales' catalog, or to Purchaser's print dimensions, tolerances and material specifications, if provided. In absence of specific requirements provided by Purchaser in writing, product tolerances shall be judged against commercial tolerances, custom, usage and practices generally accepted in industry based on standard procedures employed without the use of additional operations or tooling. If any such product shall be proved to Joule Technical Sales satisfaction to be nonconforming, Joule Technical Sales shall have the option to credit the purchase price of such product or repair or replace such product. Such credit, repair or replacement shall be Joule Technical Sales' sole obligation and Purchaser's exclusive remedy hereunder and shall be conditioned upon Joule Technical Sales receiving written notice of any alleged nonconformity within 15 days after receipt of shipment and, at Joule Technical Sales’ option, return of such products to Joule Technical Sales, F.O.B. its factory. Products supplied by Joule Technical Sales hereunder which are manufactured by someone else are not warranted by Joule Technical Sales in any way, but Joule Technical Sales agrees to assign to Purchaser any warranty rights in such products That Joule Technical Sales may have from the original manufacturer. THE WARRANTY CONTAINED IN THIS SECTION IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES (EXCEPT OF TITLE), EXPRESS OR IMPLIED, AND Joule Technical Sales EXPRESSLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTY OF MERCHANT-ABILITY OR IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as Joule Technical Sales is willing and able to repair or replace nonconforming products, or credit the purchase price within ninety (90) days of the date which Joule Technical Sales determines that such products are nonconforming. Any suggestions by Joule Technical Sales or Joule Technical Sales' agents regarding use, application or suitability of the products shall not be construed as an express warranty unless confirmed to be such in writing by Joule Technical Sales. Requests for return of defective merchandise should be submitted to the factory. Joule Technical Sales Form 571 will be issued as authorization to return merchandise freight prepaid for factory inspection and disposition. All replacements are F.O.B. factory and will be made subject to factory inspection report, copy of which will be submitted to customer.
28. EXCLUSION OF CONSEQUENTIAL DAMAGES AND DISCLAIMER OF LIABILITY; PURCHASER'S INDEMNITY: Joule Technical Sales' liability with respect to breaches of warranty shall be limited as provided in Section 18 hereof. With respect to other breaches of this contract, Joule Technical Sales' liability shall in no event exceed the contract price. Joule Technical Sales SHALL NOT BE SUBJECT TO AND DISCLAIMS: (1) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR OF WARRANTY; (2) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ARISING UNDER OTHER THEORIES OF LAW WITH RESPECT TO PRODUCT SOLD OR SERVICES RENDERED BY Joule Technical Sales OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO, AND (3) ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER. Without limiting the generality of the foregoing, Joule Technical Sales specifically disclaims any liability for penalties (including administrative penalties), special or punitive damages, damages for lost profits or revenues, loss of use of products or any associated equipment, cost of capital, facilities or services, downtime, shut-down or slowdown costs, spoilage of material, or for any other types of economic loss. All the limitations and disclaimers contained in this paragraph and in the rest of this contract shall apply to claims of Purchaser's customers or any third party asserted by Purchaser against Joule Technical Sales for indemnity or contribution, as well as direct claims of Purchaser against Joule Technical Sales. Purchaser shall indemnify Joule Technical Sales against any and all losses, liabilities, damages and expenses (including, without limitation, attorneys fees and other costs of defending any action) which Joule Technical Sales may incur as a result of any claim by Purchaser or others arising out of or in connection with the products and/or services sold hereunder and based on product or service defects not proved to have been caused solely by Joule Technical Sales' negligence !