GENERAL TERMS and CONDITIONS for SALE of GOODS and/or SERVICES
1. GENERAL: The terms and conditions contained herein, apply to Source Atlantic Limited, and all divisions including Thornes, Power Transmission, Hydraulics, Rigging & Rubber, Engineered Products & Services, L&A Electric, N.L. Eldridge and Mobile Valve Repairs.
Acceptance of a quotation by the Purchaser, or the commencement of any work by Source Atlantic, shall constitute acceptance of these terms and conditions, which shall apply to and govern all Goods and Services (herein referred to as “Goods”) provided by Source Atlantic. In this case, the Purchaser and Source Atlantic have entered into a binding contract (herein referred to as “Contract”). |
In the event of any inconsistency between these terms and conditions, and those of the Purchaser, Source Atlantic’s terms and conditions contained herein shall prevail.
2. QUOTATIONS: Unless otherwise stated, Source Atlantic quotations are valid for a period of thirty (30) days. Pricing is net in Canadian dollars, FCA Source Atlantic facility. Any and all applicable taxes are extra and will be paid by the Purchaser. Pricing is subject to correction for error.
3. FREIGHT and SHIPPING: Unless mutually agreed to between Source Atlantic and the Purchaser, Goods will be shipped by customary means of transport as selected by Source Atlantic and shall be domestic packaged according to Source Atlantic’s standards. Source Atlantic reserves the right to make partial shipments.
Source Atlantic’s responsibility for Goods ceases upon delivery to the carrier. Should loss or damage occur during shipment, Purchaser’s claim shall be solely against the carrier. Source Atlantic will provide the Purchaser reasonable assistance in such a claim, provided Source Atlantic is given written notice by the Purchaser within ten (10) days following shipment.
Source Atlantic assumes no responsibility for loss of, or damage to, any Purchaser-owned equipment (including, but not limited to, parts, components and tools) that is free-issued, loaned or otherwise provided to Source Atlantic. This applies during both transit and assembly, whether at Source Atlantic’s premises or not.
4. TITLE: Title to the Goods shall pass to the Purchaser upon receipt of payment in full by Source Atlantic. Until such payment is received, the Goods shall remain moveable property of Source Atlantic. If Purchaser defaults on any payments, Source Atlantic may retain any and all partial payments as liquidated damages and Source Atlantic shall be free to enter the premises where the Goods are located and remove them as Source Atlantic property. This does not however, constitute sole remedy by Source Atlantic in the event of non-payment.
5. TERMS of PAYMENT: All invoices shall become due and payable by the Purchaser within thirty (30) days following completion of the Services and/or shipment of the Goods by Source Atlantic. Interest will be charged on overdue accounts at the rate of two percent (2%) per month. Payment, by credit card, will not be accepted.
6. DELIVERY and DELAYS: Quoted deliveries are approximate and are based on conditions at time of quotation. Such deliveries are subject to change. Source Atlantic will make all reasonable efforts to meet delivery dates as requested by the Purchaser on a purchase order, provided such dates have been both agreed to and acknowledged by Source Atlantic. Source Atlantic however, assumes no liability for late delivery, including, but not limited to, financial penalties and direct or consequential damages.
7. CHANGES, SUSPENSION and CANCELLATION: Unless approved in writing by Source Atlantic, orders are not subject to changes, suspension or cancellation by the Purchaser. Where Source Atlantic authorizes such changes, suspension or cancellation, Source Atlantic reserves the right to charge the Purchaser with reasonable costs based on expenses already incurred, including but not limited to, labour completed, material ordered, reasonable profit and resulting cancellation charges from Source Atlantic suppliers.
8. WARRANTY: Unless otherwise stated in the quotation, Source Atlantic warrants that the workmanship of Services provided shall be free from defects for a period of one year after performance of the Services. The liability and obligation of Source Atlantic to the Purchaser in respect of any defect in the Services shall be limited, at Source Atlantic’s option, to the correction of the defect or the reperformance of the Services. Source Atlantic’s sole warranty with respect to the supply of new Goods, is that provided by the manufacturer of the Goods.
The warranties, obligations and liabilities of Source Atlantic and remedies of the Purchaser set forth in this paragraph are exclusive and in substitution for, and the Purchaser hereby waives, releases and renounces, all other warranties, obligations and liabilities of Source Atlantic, express or implied, arising by law or otherwise, with respect to breach of warranty contained in this paragraph, including but not limited to any implied warranty of merchantability or fitness for a particular purpose.
Warranty of any serviced Goods, shall be conducted at Source Atlantic’s facility, unless Source Atlantic deem otherwise. Any and all freight costs to be paid for by the Purchaser.
9. RETURN OF GOODS: The Purchaser may return Goods, only upon receipt of written authorization by Source Atlantic. Source Atlantic reserves the right to decline the return or to accept it subject to a restocking charge.
Any credit due the Purchaser for the return of Goods, is at the discretion of Source Atlantic and is subject to the condition of the Goods as received by Source Atlantic.
10. DEFAULT: If the Purchaser defaults under the Contract by failing to make payments as required or commits any other breach of contract, Source Atlantic may, without notice and without prejudice to any other right it may have under the Contract, at common law or otherwise, suspend performance of the Contract and/or terminate the whole or any part of the Contract.
11. INDEMNITY: The Purchaser shall indemnify and hold Source Atlantic harmless from and against any and all claims, demands, causes of action, loss, cost, damage and expense (herein referred to as “Claims”) arising out of, or in connection with, the performance or non-performance of the Services or the provision of the Goods including, without limitation, Claims arising from injuries (including death) to any person and loss of or damage to property, in any way sustained, or alleged to have been sustained, in connection with or arising out of the performance or non-performance of the Services or the provision of the Goods by Source Atlantic, its agents, employees or subcontractors.
12. FORCE MAJEURE: If the performance of any part of the Contract is prevented, hindered or delayed by reason or any cause or causes beyond the reasonable control of Source Atlantic, Source Atlantic shall be excused from such performance to the extent that it is necessarily prevented, hindered or delayed thereby during the continuance of any such happening or event, and the Contract shall be deemed suspended as long as and to the extent that any such cause prevents or delays its performance.
13. LIMITATION OF LIABILITY: Notwithstanding any other provision of the Contract, Source Atlantic shall not be liable to the Purchaser or any third party for any special, indirect, incidental or consequential damage. The Purchaser waives, releases and renounces any and all right to make a claim against Source Atlantic in tort, including negligence. In no event will Source Atlantic’s liability arising from any default or non-performance under the Contract exceed the Contract price.
14. PRIORITY: In the event of conflict or inconsistency between different parts of the Contract, the order of priority will be as follows: (1) provisions set out in the quotation; (2) these General Conditions; and (3) other contract documents, if any.
15. ASSIGNMENT: The Contract shall not be assigned by the Purchaser without the prior written consent of Source Atlantic.
16. SUCCESSORS AND ASSIGNS: The Contract shall enure to the benefit of, and is binding upon, the parties hereto, their successors and permitted assigns.
17. GOVERNING LAW: The Contract shall be interpreted, construed, governed by, and the relations between the parties are to be determined in accordance with the laws in force in the Province of New Brunswick and the parties agree to submit to the exclusive jurisdiction of the Courts of such province.