TERMS AND CONDITIONS OF SALE
1. GALICK PACKAGING EQUIPMENT LTD. shall endeavor to deliver equipment and provide services on the date so agreed upon in writing, and the parties hereto agree that GALICK PACKAGING EQUIPMENT LTD. shall not be liable for any loss or damage due to any circumstances beyond its control in complying with this provision. Without restricting the generality of the aforsaid, GALICK PACKAGING EQUIPMENT LTD. shall not be liable for any loss, damage or claim as a result of acts of God, war, riot, fire, explosion, sabotage, flood, accident shortage or failure of supply of material, labour difficulties, compliance with any order, request, directive of any public authority. Any delay due to the causes stated herein, shall not give the buyer the right to terminate the within agreement.
2. Title or ownership to each item of equipment described herein shall remain with GALICK PACKAGING EQUIPMENT LTD. until the purchase price is paid in full. The buyer releases any claim or demand that he/they may have in connection with such equipment until the price is paid in full including any interest charges that have accumulated. Possession of the said equipment shall be deemed to pass to the buyer upon delivery to the carrierat a point of shipment or at the time when it is received by the buyer or its agents. The buyer releases GALICK PACKAGING EQUIPMENT LTD. of any claim or demand in connection with any damage or loss from and after the delivery to the carrier and receipt by the buyer as provided herein.
3. Prices do not include federal or provincial taxes, which are in addition to the purchase price and must be paid by the Purchaser. Any and all foreign duties and taxes are the responsibility of the Purchaser. Unless otherwise stated, GALICK PACKAGING EQUIPMENT LTD. will use an exchange rate of 1.35 when invoicing US products. All invoices for non-Canadian products are subject to adjustment if there is any fluctuation in the exchange rate from the time of invoice to when final payment is due. Unless Purchaser furnishes GALICK PACKAGING EQUIPMENT LTD. with a tax exemption certificate, any sales, use, excise or similar taxes, where applicable, shall be added to the quoted purchase price and invoice by GALICK PACKAGING EQUIPMENT LTD. to Purchaser.
4. Unless otherwise stated on the front of this form, the purchase price is F.O.B. Place of Shipment and excludes skidding or crating for shipment.
5. IT SHALL BE PURCHASER'S RESPONSIBILITY TO ENSURE ANY EQUIPMENT PURCHASED FROM GALICK PACKAGING EQUIPMENT LTD. IS INSTALLED AND OPERATED IN A PROPER AND SAFE MANNER. Purchaser also acknowledges that it may have to install or change guards, safeties, warnings or other components to ensure that the machine will conform to all laws, regulations, ordinances, codes, insurance requirements and industry standards. Purchaser agrees to defend, indemnify and hold harmless Seller from and against all suits, claims, costs and expenses for personal injury, death, or property damage arising from the purchase, ownership or use by the Purchaser, Purchaser's agents, employees of independent contactors of the equipment purchased. The Purchaser understands that it is ultimately their responsibility to determine whether or not the purchased equipment is safe for use on the Purchaser’s products.
6. All rights, obligations of the parties hereto, and all disputes of any nature or kind, shall be subject to and governed by the laws of the Province of Ontario and the parties hereto so consent. All notices regarding this agreement or any other matters relating hereto shall be sent to GALICK PACKAGING EQUIPMENT LTD. at the address described on the face of the invoice herein.
7. By accepting a quotation, the Purchaser agrees to pay a 50% deposit of the total invoice amount to commence any work and materials required with the balance payable prior to shipment. All deposits are NON-REFUNDABLE. Any work required on the equipment purchased will commence upon receipt of the 50% deposit. Once the job is completed, the Purchaser has a maximum of 30 days to submit the remaining amount owed on the invoice. If payment is not submitted within the required timeframe the order will be considered abandoned and the 50% deposit will be NON-REFUNDABLE.
8. Purchase Orders
8.1 The Supplier shall ensure that the goods and/or services shall:
(a) correspond with the quantity, type, sort, quality and description set out in the purchase order;
(b) meet the performance standards and dates specified on the purchase order or notified to the Supplier by GPE; (c) be of satisfactory quality and fit for any purpose held out by the supplier or made known to the supplier by GPE;
(d) where applicable, be free from defects in design, materials and workmanship and remain so for 12 months after delivery; (e) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
8.2 If the goods and/or services do not comply with the GPE purchase order and/or instructions, GPE is entitled at its option to either return the goods at the risk of the Supplier; reject the goods and/or services; require the Supplier to re-perform the services or accept the whole or part of the goods and/or services supplied by the Supplier but without prejudice to any rights of GPE to claim compensation or damages for loss or damage suffered as a result of failure to comply.
8.3 If the Supplier fails to deliver the Goods and/or perform the Services by the date specified in the purchase order GPE shall be entitled to terminate the contract without notice.
PRICE, PAYMENT AND SET OFF
8.4 The price for the goods and/or services shall be the price set out in the purchase order and shall be inclusive but not limited to the costs of packaging, insurance and carriage of the goods and/or provision of the services. No extra charges shall be effective unless agreed by GPE.
8.5 In respect of goods, the Supplier shall invoice GPE on or at any time after completion of delivery. In respect of services, the Supplier shall invoice GPE in full, monthly, or quarterly as agreed. The Supplier invoice must contain the GPE purchase order number and shall include such supporting information required by GPE to verify the accuracy of the invoice.
8.6 GPE will pay the invoiced amounts within 30 days of the invoice date, or as agreed upon between GPE and the Supplier.
8.7 Suppliers shall submit all invoices pertaining to GPE purchase orders within 60 days otherwise the purchase order will be considered null and void.
8.8 GPE may, without limiting its other rights or remedies, set off any amount owing to it by the Supplier against any amount payable by GPE to the Supplier.