Brunswick Steel, referred to as the "vendor" and the customer as the "buyer".
The following terms and conditions of sale are applicable to all quotes and sales to the "buyer".
Sales by the vendor are made only upon these "terms and conditions of sale" ("terms and conditions"). Any terms and conditions in any of the "buyers" documents, or documents prepared and delivered by the "buyer", including the form of purchase order, are objected to and rejected and shall be without force and effect and shall not be binding upon the vendor. No salesperson, agent or representative of vendor, except the managing staff of the "vendor", has the authority to change or modify "terms and conditions." Upon receiving delivery of the vendor's product(s), the buyer accepts, acknowledges and agrees to be contractually and legally bound by these terms and conditions of sale.
Unless otherwise specifically agreed to in writing by the vendor, all products sold hereunder (including those ordered to an exact specification) shall be produced and shipped in accordance with vendor's and, in the case of products not produced by vendor, the manufacturer's standard practices (including the over & under shipments) and, where applicable, shall be subject to standard mill tolerances and to variations in quality, dimensions, weight, straightness, section, composition, mechanical properties and surface and internal conditions consistent with good mill practice and practical testing and inspection methods.
2.Credit Department Approval
All shipments are subject to approval by the vendor's credit department.
3.Prices and Payments
Prices and charges are subject to changes without notice and will reflect those of the vendor in effect at the time of shipment.
Payment: The following are our standard terms unless otherwise listed on our invoice:
- Terms are net thirty (30) days.
- All bills are payable in Canadian dollars to the vendor at the address listed on our invoice.
- In addition to the price specified for material and metal surcharges and the amount of packaging charges, you shall pay all freight charges and transportation taxes, if any, and any present or future sales, use, excise or any similar tax or governmental charge applicable to your order and to the sale and/or furnishing of the materials and/or services rendered by your order.
- All payments for the materials furnished hereunder shall be made upon the basis of materials delivered, as shown by the vendor delivery documents and records, whether signed by the buyer or not.
- The vendor reserves the right, without liability and without prejudice to any other remedies, to delay or stop shipment of all or any part of the goods or services if any time reasonable doubt exists as to the buyers financial situation.
- In the event of a default by the buyer in making any payment due to the vendor, then, until the buyer cures such default, the vendor may, at its election, apply any payments from the buyer in such proportion to the buyers various accounts with the vendor as it deems proper.
- The vendor shall not be responsible for freight, transportation, insurance, shipping, storage, handling, demurrage or similar charges and all such charges shall be for the account of and be paid by the buyer. If such charges are included in the price, any increases in rates becoming effective after the date hereof shall be for the account of the buyer.
- Delivery of goods is subject to stock availability, and unavailability of the goods from the vendor's suppliers shall constitute a force majeure in this agreement.
- Force Majeure: The vendor shall not guarantee and will not be responsible for any delay in delivery due to causes beyond the control of the vendor or vendor's supplier(s), including but not limited to, acts of God, war, mobilization, civil commotion, riots, embargoes, domestic or foreign governmental regulations or orders, fires, floods, accidents, machinery breakdowns, quarantine, strikes, lockouts or other labour difficulties, shortages of or inability to obtain shipping space or transportation, or inability to obtain timely delivery for the vendors supplier(s).
- FREIGHT MISHANDLING: On rare occasions, freight companies may lose or damage product while the product is in transit to the vendor's buyer. It is the buyer's responsibility to inspect all product prior to unloading the shipment of product from the freight carrier. It is the buyer's responsibility to note any piece-count discrepancy or product damage, including product received wet or damp, on the bill of lading and report the incident to the freight carrier with copy to the vendor upon receipt of material. The freight carriers are responsible for all damage to any product that occurs during transit and all such claims should be made by the buyer to the carrier.
5. Product Terms:
- FINAL ACCEPTANCE OF PRODUCT: The buyer must provide the vendor with written notice of any defect, errors, discrepancy or nonconformity of the product within ten (10) days of product delivery. Any failure to notify the vendor shall constitute an irrevocable acceptance of the products and admission that the buyer has inspected the materials and that the products and workmanship fully comply with all terms and specifications.
- NON-CONFORMING PRODUCT
Product shipped to a buyer that does not meet the buyer's written purchase-order specifications, may be returned to the vendor as long as the vendor is notified within ten (10 days) of product delivery and is returned within thirty (30 days) and the non-conformity can by verified to the vendor's satisfaction. This may include, at the vendor's sole discretion, testing of the product by an independent laboratory. Upon receipt of the non-conforming product, the vendor will credit the buyer for the dollar amount of the returned product and normal freight charges incurred by the buyer for the original product shipment and the product return. With the vendor's option to pick up at the vendor's discretion.
- The vendor shall at its option, repair, replace or repay the price paid for any product which fails to conform to said specifications, and the buyer shall have no other remedy. Products shall not be returned or modified without the vendors' permission. The vendor limits to the cost of non-conformance of the goods.
- BUYER ACCOMMODATION: If a buyer wishes to return product for any reason other than "non-conforming Product" described in Section 5b. The vendor, in its sole discretion, will work with the buyer to accommodate the buyer's return request. Return for credit (vendor does not offer refunds), however, will only be considered under the following conditions: the buyer pays all freight charges related to the original shipment of the product and the return of the product; the product has not been modified or damaged; the product was shipped back to and received by the vendor within fifteen (15) days of the buyer's receipt of the product; and the product is easily saleable by the vendor to other buyers (in vendor's sole discretion). In some cases a restocking fee may apply.
- The buyer acknowledges that while it may consult with vendor's staff for assistance, recommendations or instructions in selecting goods, the vendor does not warrant the suitability or merchantability of the goods or the fitness of any goods for any particular use, purpose or application.
- Where the buyer has directed the vendor to perform certain shaping, cutting or other processing on the goods in accordance with buyers particular specifications, the vendor does not make any representations or warranties except that those goods shall conform to the specifications supplied by the buyer and that all processing applied by the vendor is performed in a good workman like manner in accordance with applicable industry trade standards and practices subject to any tolerances and variations consistent with the usual trade standards, specified by the buyer or as agreed upon by the vendor.
6. Limitation of Product Warranty:
- MATERIAL CERTIFICATION
The vendor provides warehousing, distribution and processing services to the manufacturing industries. The vendor does not manufacture the products, but instead purchases them from industrial mills that have met stringent quality standards. The vendor does not certify products, the vendor supplies the industrial mill's certification and information contained on the producing mill's certification documents. The vendor does not guarantee or provide any representation or warranty with respect to the mill certification. We do not routinely perform testing in-house to prove the accuracy of the mill certifications.
- BUYER APPLICATION
The vendor orders products from industrial mills to meet the needs of most general applications. The vendor cannot, under any circumstances, guarantee that the product will successfully produce a buyer's part to the buyer's expectations. As a result, we will not accept any set-up fees, administrative fees, downtime costs, sorting charges or any other charge-back for product that did not successfully produce a buyer's part to that buyer's satisfaction.
- NO GUARANTEE THAT PRODUCTS ARE DEFECT FREE
The vendor makes no representations or warranties with respect to the product and does not guarantee that the product is defect-free. The vendor shall not be responsible for damage or loss caused by a product defect. In rare instances, substantial defects can be present in all or a portion of the shipped product. It is the buyer's responsibility to perform sufficient testing of its finished parts throughout a production run to reduce the possibility of passing defective parts to its buyers.
- CRITICAL APPLICATIONS
A critical application is any end-product in which the failure of the buyer's part would have serious consequences (e.g. a part in which failure could start an expensive recall). For any critical application, it is imperative that the buyer purchase product that is not only designed to make the part but also designed to reduce failure rates. The vendor cannot help you with your design, but can, as a courtesy, put you in contact with the metallurgists at an appropriate mill who can help you specify the product you need to design your critical application. The vendor makes no representation or warranty with respect to such metallurgist or other party that assists you. The vendor cannot be held responsible for damages caused by a buyer purchasing the wrong product for a critical application and will not be responsible for consequential or other damages or costs caused the failure of such a part.
7. Patent Infringement
- The buyer shall indemnify the vendor against all direct and actual costs and damages recovered from the buyer by a third person in any legal proceedings for infringement of Canadian patents by the normal intended use of the products furnished hereunder or by the resale of such products.
- Any and all representations, warranties, promises or statement by any person, including, but not limited to, the vendor's salespersons or agents which differ in any way from the terms of these terms and conditions shall be given no force or effect.
Refunds will be issued in the same method of payment as the original payment received (e.g. credit card purchases will be credited to the original credit card account).