TERMS & CONDITIONS
TERMS OF SALE
1. Governing Terms. THESE TERMS AND CONDITIONS GOVERN ALL SALES OF GOODS OR SERVICES BY FORDIS, A DIVISION OF IMPERIAL DADE CANADA INC. (“SELLER”), TO BUYER. SELLER AGREES TO SUPPLY THE ORDERED GOODS OR SERVICES ONLY UPON THE TERMS AND CONDITIONS CONTAINED HEREIN. SELLER’S ACCEPTANCE OF BUYER’S ORDER AND AGREEMENT TO DELIVER THE ORDERED GOODS IS EXPRESSLY MADE CONDITIONAL ON BUYER’S ACCEPTANCE OF SELLER’S TERMS AND CONDITIONS SET FORTH BELOW. IN THE EVENT BUYER'S PURCHASE ORDER INCLUDES TERMS AND CONDITIONS THAT DIFFER FROM OR ARE IN ADDITION TO THE FOLLOWING, SUCH TERMS AND CONDITIONS ARE EXPRESSLY REJECTED BY SELLER AND ARE NULL AND VOID.
2. Definitions. As used herein, “Buyer” refers to the party who submits a Purchase Order to Seller and “Purchase Order” means the purchase order, electronic order or any other order submitted by Buyer.
3. Confirmation. Seller’s commencement of the delivery of the goods and/or services ordered by Buyer and Buyer’s acceptance of such deliveries shall constitute a firm contract on the terms stated in Seller’s confirmation and these terms and conditions. After confirmation by Seller, Buyer’s Purchase Orders may not be subject to cancellation by Buyer except with Seller’s express written consent. Seller’s confirmation of Buyer’s Purchase Order is not subject to any other terms and conditions unless such terms and conditions are set forth in an agreement signed by both Seller and Buyer that references and specifically amends these terms and conditions.
4. Prices; Payment. Prices are based on labour, freight and material costs prevailing at the time of Seller’s confirmation. Prices do not include and Buyer is responsible for any applicable sales, use, value-added, excise and like taxes and applicable fuel surcharges. All orders are subject to the approval of Seller’s Credit Department. Payment of Seller’s invoice, excluding payment by credit card or p-card, is due within the payment terms approved by Seller’s Credit Department. All credit card or p-card payments are due within ten (10) days from the invoice date. Early payment discounts, if applicable, will be permitted only on payment by cheque, electronic funds transfer (EFT) or bank transfer received on or before early payment discount date. Seller may, at its option, impose finance, service and/or late charges on any past due invoice equal to the lesser of 1.75% compounded monthly (23.144% per annum) or the maximum rate allowed by law and, if Buyer fails to pay according to these terms and conditions, Buyer shall be liable to Seller for reasonable attorney’s fees and related costs of collection. If Seller deems itself insecure with Buyer’s ability to pay any invoice, Seller reserves the right to either withhold shipments, or impose or revise Buyer’s credit limits and/or payment terms. For equipment purchases, payment terms are as approved by Seller’s Credit Department and require deposits, prepayments, etc.
5. Delivery; Title; Force Majeure. Unless otherwise specified in the confirmation, all deliveries of goods other than equipment are FOB Buyer’s facility and title and risk of loss will pass to Buyer upon delivery to Buyer’s facility, if delivered by Seller, or upon receipt by Buyer or its agent, if delivery or pick-up is arranged by Buyer. All equipment is FOB manufacturer’s factory or warehouse and title shall remain with Seller until the total sales price has been paid in full by Buyer, however, risk of loss will pass to Buyer upon receipt by Buyer or its agent of any equipment. All delivery dates are approximate and Seller shall not be responsible for any damages of any kind resulting from any delay. Buyer agrees to accept partial or pro rata deliveries as full performance in the event Seller cannot fulfill an entire order. Seller shall not be liable for any default or delay in performance if caused directly or indirectly, by acts of God or a public enemy, governmental actions, riots, labour unrest, acts of terrorism, inability of manufacturer to obtain raw materials, the bankruptcy of any supplier or any other cause whatsoever beyond Seller’s control. Orders below Seller’s minimum order requirement may be subject to additional shipping and handling charges.
6. Limited Warranty. All of the goods furnished hereunder are furnished by suppliers to Seller and are sold only with such warranties as may be extended by the original manufacturer of the goods. Seller will provide all reasonable assistance to Buyer in obtaining the benefits of such warranties. No warranty is effective if (i) the goods are not stored or handled appropriately, (ii) the defect resulted from damages occurring after delivery, (iii) the defect was not reported to Seller in writing within thirty (30) days after delivery, or (iv) the defect is observable at the time of delivery and is not reported upon delivery. THE FOREGOING WARRANTY IS EXCLUSIVE OF AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING ANY WARRANTY OF PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND SUPERSEDES AND EXCLUDES ANY ORAL OR WRITTEN WARRANTIES OR REPRESENTATIONS, MADE OR IMPLIED IN ANY MANUAL, LITERATURE, ADVERTISING BROCHURE OR OTHER MATERIALS.
7. Limitation of Liability. SELLER’S LIABILITY TO BUYER ON ANY CLAIM OF ANY KIND, INCLUDING NEGLIGENCE, WITH RESPECT TO THE GOODS OR SERVICES DELIVERED HEREUNDER, SHALL IN NO CASE EXCEED THE PURCHASE PRICE OF THE GOODS OR SERVICES OR PART THEREOF THAT GIVES RISE TO THE CLAIM. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, NON-DELIVERY, SERVICING, USE OR LOSS OF USE OF THE GOODS OR ANY PART THEREOF, OR FOR ANY CHARGES OR EXPENSES OF ANY NATURE INCURRED, EVEN THOUGH SELLER MAY HAVE BEEN NEGLIGENT.
8. Indemnification. To the maximum extent allowed by law, Buyer must defend and indemnify Seller, its employees, officers, directors and agents against all sums, costs, liabilities, losses, obligations, suits, actions, damages, penalties, fines, interest and other expenses (including investigation expenses and attorneys' fees) that Seller, its agents, officers, directors or employees may incur or be obligated to pay as a result of (i) Buyer's negligence or willful misconduct; (ii) use, ownership, modification, maintenance, transfer, transportation or disposal of the goods; (iii) any infringement or alleged infringement of the intellectual property rights of others arising from Buyer's plans, specifications (including Buyer's trademarks and brand names) or production of the goods ordered by Buyer; and (iv) Buyer's violation or alleged violation of any federal, provincial or local laws or regulations, including without limitation, the laws and regulations governing product safety, labeling, packaging and labour practices. Buyer hereby waives and releases Seller from all rights of contribution or indemnity to which it may otherwise be entitled.
9. Returns. Returns on items purchased within thirty (30) days must be approved by Seller in writing and are subject to restocking fees of 15% or minimum $25 and transportation fees. Any returned goods must be in resalable condition, unopened and with the sale receipt or invoice. Custom orders or specialty goods cannot be returned.
10. Equipment Installation; Technical Advice. Unless otherwise agreed in writing by Seller, Buyer assumes responsibility for the installation and maintenance of all purchased equipment. Seller may provide installation and on-site technical support and maintenance services available at Seller’s then prevailing rates.
11. Tooling. All of Buyer’s tooling, goods and other property in Seller’s possession shall be fully insured by Buyer, and Buyer releases Seller from all liability for loss or damage to such materials caused by Seller’s negligence or otherwise. Seller may use or dispose of any such materials without liability to Buyer if such materials have not been used for one year or more.
12. Insurance. Buyer must provide and maintain Commercial General Liability Insurance, including Products and Completed Operations coverage, on an “occurrence” basis in the amount of $2,000,000. Upon request, Buyer shall furnish to Seller certificates of insurance showing the above referenced coverages and providing for at least thirty (30) days prior written notice of cancellation or modification and naming Seller as an additional insured.
13. Infringement. Buyer agrees it will not copy, nor permit anyone else to copy, any goods or parts thereof, or any pattern, plan, drawing, specification, instruction or depiction thereof, without written approval of Seller, and that it will not knowingly, directly or indirectly, violate or infringe upon or contest the validity of any patent, license or other right of Seller pertaining to any of said goods. Where any goods are manufactured from patterns, plans, drawings or specifications furnished by Buyer, Buyer shall indemnify Seller against and save Seller harmless from all loss, damage and expense arising out of any suit or claim against Seller for infringement of any patent, trademark, copyright or other right because of Seller’s manufacture of such goods or because of the use or sale of such goods by any person. The terms of any Seller software license agreement submitted to Buyer with the goods are incorporated herein by reference.
14. Security Interest. To secure payment for all sums due hereunder or otherwise, Seller shall retain a security interest in all goods and equipment delivered hereunder and these terms and conditions shall be deemed a security agreement under applicable personal property security statutes. Buyer authorizes Seller as its attorney-in-fact to execute and file on Buyer's behalf all documents Seller deems necessary to perfect such security interest.
15. Confidential Information; Use of Name. Buyer shall not use or disclose any of Seller’s trade secrets or confidential information, whether or not designated as such, except as required in connection with the use or resale of the goods. Buyer may not use any name, logo or trademark of Seller or its affiliates without the prior written consent of Seller or the applicable affiliate.
16. Miscellaneous. The confirmation and these terms and conditions constitute the entire agreement between Buyer and Seller relating to the ordered goods or services. No modifications shall be binding upon the Seller unless in writing signed by Seller’s duly authorized representative. No modification of the confirmation of these terms and conditions will be effected by the acknowledgment or acceptance of other shipping instruction forms or any other document containing terms and conditions at variance with or in addition to these terms and conditions, all such varying or additional terms being deemed invalid. No waiver by Seller of any one breach or default by Buyer shall be deemed a waiver of any subsequent breach or default. The invalidity, illegality, or unenforceability of any one or more provisions hereof shall in no way affect or impair the validity, legality, or enforceability of the remaining provisions hereof, which shall remain in full force and effect. Buyer shall not assign any order or any interest therein without the prior written consent of Seller. Buyer agrees to assume responsibility for, and Buyer hereby unconditionally guarantees payment of, as provided herein, all purchases made by Buyer, its subsidiaries and affiliates. These terms and conditions shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable in that province, without giving effect to principles of conflicts of law. The parties have requested and agree that these terms and conditions and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais.
TERMS OF USE
FORDIS, a division of Imperial Dade Canada Inc., and its affiliates, shareholders, directors, officers, employees and agents (collectively referred to as "FORDIS") offers this website ("Site") to you, as User, subject to the following terms and conditions. These terms and conditions may change from time to time, and it is your responsibility to check for such updates.
BY USING THE SITE, YOU AGREE TO BE BOUND BY EACH OF THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THIS SITE.
1. Rules. (1.1) While visiting this Site, you may view, store, print, reproduce and distribute pages within this Site for personal non-commercial use or for legitimate business purposes, provided that: (a) no modifications are made to the Site and its contents; and (b) appropriate ownership notifications are included with the stored, reproduced or distributed pages. (1.2) While visiting the Site, you may not: (a) post, transmit or otherwise distribute information constituting or encouraging conduct that would constitute a criminal offence or give rise to civil liability, or otherwise use the Site in a manner which is contrary to law or would serve to restrict or inhibit any other user from using or enjoying the Site or the Internet; (b) post or transmit any information or software which contains a virus or other harmful or disruptive component; and/or (c) violate the security of the Site . FORDIS does not routinely monitor your postings to the Site but reserves the right so to do.
2. Disclaimer. FORDIS cannot ensure or guarantee privacy for Site users. Communications sent on this Site or other linked sites are not secure. It is recommended that the Site not be used for the transmission of confidential information. Any use of the Site shall be at the sole risk of the user, and FORDIS and its affiliates, shareholders, officers, directors and employees shall be relieved of all liability in connection therewith. You agree only to submit accurate information. You agree that FORDIS may disclose, use, copy or transmit any information you have submitted to the Site. Please refer to our Privacy Statement and direct any inquiries regarding privacy to privacy@fordis.ca. If you are dissatisfied with the Site or with any terms, conditions, rules, policies, guidelines, or practices of FORDIS in operating the Site, your sole and exclusive remedy is to discontinue using the Site.
3. Limitation of Liability. The materials provided on this Site are provided for informational purposes only. FORDIS takes no responsibility for the accuracy or validity of any claims or statements contained in the documents and related graphics on the Site. Further, FORDIS makes no representations about the suitability of any of the information contained in the documents and related graphics on the Site for any purpose. ALL DOCUMENTS, RELATED GRAPHICS AND MATERIALS PUBLISHED IN THIS SITE OR OTHER FORDIS-LINKED SITES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED. In no event shall FORDIS be liable for any damages whatsoever, including special, incidental, indirect, punitive or consequential damages, arising out of or in connection with the use or performance of information available on or through this Site.
4. Indemnity. You agree to defend, indemnify and hold FORDIS and its affiliated and related companies, shareholders, directors, officers, employees and agents from any and all liabilities, costs and expenses, including reasonable legal fees, related to any violation of this Agreement by you or users of your account, or in connection with the use of the Site or the Internet or the placement or transmission of any message, information, software or other materials on the Site or on the Internet by you or users of your account.
5. Trademarks, Copyright. All names, logos and marks identifying FORDIS and its products and services referenced in this Site or other FORDIS-linked sites are trademarks or registered trademarks of FORDIS or are under license to FORDIS. All other product, brand or company names mentioned herein are the trademarks of their respective owners. FORDIS owns and retains the copyrights in the documents, related graphics and materials published on this Site and other FORDIS-linked sites. Nothing contained herein shall be construed as conferring any license or right under any patent, trademark, trade name or copyright of FORDIS or any third party.
6. Links. If the Site provides links to other sites or resources on the Internet, these links are provided only as a courtesy to the user and FORDIS makes no representations as to the accuracy or any other aspect of information contained in other web sites. You access linked sites at your own risk.
7. On-line Orders, Passwords. FORDIS shall have the right to refuse or cancel any on-line orders placed for products listed at incorrect prices, unavailable quantities or credit reasons. Please refer to our Terms of Sale for information regarding your orders and accounts. FORDIS shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, FORDIS shall promptly issue a credit to your credit card account in the amount of the charge. Certain areas of the Site are password restricted to authorized users. If you are an authorized user of the restricted areas, you agree that you are responsible for maintaining the confidentiality of your password and account, and agree to notify FORDIS if the password is lost, stolen, disclosed to an unauthorized third party, or may have been compromised. You are entirely responsible for any and all activities that occur under your account. You agree to immediately notify FORDIS of any unauthorized use of your account or any other breach of security known to you in relation to the Site.
8. Jurisdiction. The Site originates in Ontario, Canada and is operated by FORDIS. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any principles of conflict of law. You agree to submit to the courts of this jurisdiction.
9. Miscellaneous. FORDIS reserves the right to revise these terms and conditions at any time by updating this posting. This Agreement, including any and all documents referenced herein, constitute the entire agreement between FORDIS and you pertaining to the subject matter hereof. FORDIS' failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provisions or right. If any of the provisions contained in this Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions contained herein.
PRIVACY STATEMENT
FORDIS, a division of Imperial Dade Canada Inc. (“FORDIS”) takes the privacy of your personal information seriously. This Privacy Statement describes the measures we take to help ensure the security of information collected through this website (“Site”). FORDIS may amend this Privacy Statement from time to time. Please review for updates.
How Personal Information is Collected and Used
FORDIS collects personal information that you voluntarily submit through this Site. This may include information such as your name, employer (where appropriate), street and e-mail addresses, telephone number and credit card of your choice. We do not automatically collect personal information without your knowledge.
Uses of Personal Information
When you submit personal information to FORDIS, you will be asked to decide how we may use your information. Unless we specifically tell you otherwise before you submit personal information, we will only use it to:
- respond to your questions or comments
- better understand your purchasing habits and needs
- fulfill your order made on-line through our Site
- help us understand how we can improve our products, services and Site
- inform you about special promotions
- ask for your opinion or willingness to participate in certain events
Use of Cookies
To improve your visit to our Site, we may use "cookies" to obtain non-personal information. Cookies are text information files that your browser places on your computer when you visit a Web site. We may aggregate this data to analyze the viewing habits of our site visitors, but it will not be associated with any personally identifiable data.
Sharing Your Personal Information with Others
FORDIS will not use or share your personal information in ways unrelated to the uses described above unless we provide you with prior notice and give you an opportunity to change your usage preferences. Unless you give us prior consent, FORDIS will not trade, sell or share your personal information with any person or entity other than FORDIS's affiliates, shareholders, subsidiaries and representatives, except where required by law or as disclosed to you before the information is collected. For certain promotions or product requests, we may share your information with an outside company for the sole purpose of fulfilling your order. These companies are carefully selected by FORDIS and also take the protection of your personal information seriously.
Security of Your Information
The security of your personal information is very important to us. We use appropriate technical and managerial procedures to protect your personal information and prevent its disclosure outside FORDIS. Only those authorized by FORDIS will be granted access to your personal information. In addition to careful consideration about what information you share and who you share it with, we recommend that everyone develop good security habits. These include protecting and regularly changing your password, using computer virus protection, logging off when you finish using your computer, and considering the use of file or email encryption programs.
Access to Your Information
If you have any questions regarding this Privacy Statement or wish to modify or delete your personal information from our records, please contact us at privacy@fordis.ca. We will make every effort to respond to your requests in a timely manner.
Revised November 2022
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