1.
This purchase
Order upon acceptance by the seller shall be binding and may not be rescinded by
the Buyer. Any deposit received herein by the Seller shall be held by the Seller
as security for the completion of this contract. Upon receipt of the balance of
the purchase price, the said deposit shall be applied to the purchase price
herein. Should the buyer breach or unilaterally rescind or cancel this contract,
the deposit herein shall be forfeited to the Seller who shall apply the deposit
to liquidated damages incurred by the Seller. All orders, unless otherwise
agreed upon in writing, are for unrestricted shipment at Seller’s convenience.
It is distinctly understood that the buyer will not issue instructions to delay
manufacture and/or shipment of material.
2. Shipment and deliveries shall be subject to credit approval by Seller. Seller
reserves the right to divide this order into separate shipments and invoice such
shipments separately in which case each shipment shall be deemed a separate
contract and payment therefore due in accordance with the terms hereof. Seller
reserves the right, previous to making any shipments, to require from Buyer
satisfactory security for performance of Buyer’s obligations. If Buyer fails to
fulfill the terms of payments, Seller may defer further shipments or may at its
option, cancel the unshipped balance of this order and all other of Buyer’s then
unfilled/unshipped orders. If, because of default of Buyer, any shipment must be
diverted or returned to Seller, Buyer shall pay all demurrage, transportation
and other costs incurred as a result thereof. No failure of Seller to exercise
any right occurring from any default of Buyer shall impair Seller’s rights in
case of any subsequent default of Buyer. All rights of Seller hereunder shall be
cumulative.
3. The Seller shall not be responsible for delays in deliveries due to fires,
strikes, Lockouts, material shortages or other labor troubles, floods, car
shortages, embargoes, transportation delays, accidents at Mill, Government
Regulations including Preference. Allocation or priority systems for government
and other contingencies beyond Seller’s control.
4. This is not a delivery contract and the Seller shall not be responsible for
the delivery of the goods at any place other than the manufacturer’s place of
business. The Buyer, upon being notified that the goods are ready for shipment
shall receive and accept delivery of goods within 14 days of such notification.
If any goods purchased hereunder remain unclaimed by the Buyer after the
expiration of such 14 day period the Buyer shall pay the seller as storage
charges an amount equal to 2% of the total purchase price hereunder, per month,
to be billed and paid monthly. If the buyer fails to accept delivery of the
goods within to months from the expiration of said 14 day period the Seller may
at its options, and without notice, treat this agreement as being materially
breached in which event the Seller shall have all remedies provided by law for
breach of contract.
5. After, delivery, the Seller shall not be responsible or liable for any direct
damage to the goods, or consequential damage, caused or initiated in any way by
any acts of God including, but without limiting the generality of the foregoing,
hurricanes, tempests, winds, lighting, snow loading and wind-loading.
6. WARRANTIES-Seller warrants that its goods are described on the face hereof
and are free from any defects in material or workmanship. SELLER MAKES NO OTHER
WARRANTY, EXPRESS OR IMPLIED, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE WHICH EXCEED THE ABOVE OBLIGATION ARE HEREBY
DISCLAIMED. BUILDING SIZE IS APPROXIMATE AND INTENDED TO IDENTIFY STANDARD SIZES
SOLD BY THE SELLER. IDENTIFICATION OF METAL THICKNESS IS SUBJECT TO PERMISSIBLE
VARIATIONS AND INTENDED TO IDENTIFY GENERAL METAL THICKNESS DESIGNATIONS BY
STEEL PRODUCERS.
7. Any taxes which the seller may be required to pay or collect under existing
or future laws of the province of Ontario and dominion of Canada and any other
regulatory body, upon or with respect to the sale, purchase, delivery, storage,
processing, use, consumption or transportation of any of the materials covered
hereby, shall be for the account of the Buyer, who shall promptly the amount
thereof to the Seller upon demand.
8. Any dispute about quality, condition or workmanship of the goods or otherwise
in connection with the terms of the Agreement, shall not entitle the Buyer to
reject the goods. In the case of any dispute the Buyer shall take delivery of
the goods, pay for the same, and make a claim under the Seller’s warranty.
9. The Seller’s responsibility for shortages in the said goods shall terminate
after ten days have elapsed from the time of delivery to the Buyer. In no event
shall the Seller’s liability exceed the selling price of the shortages.
10. It is the responsibility of the Buyer to properly maintain the building once
erected to ensure that no damage is caused by accumulation of snow or ice on the
top, ends or sides of the structure, and that no damage is caused by the
improper storage within the building of any type of bulk storage.
11. It is the sole responsibility of the Buyer to ensure that soil and subsoil
conditions at the site location are of sufficient density to support and sustain
pressures and forces exerted thereon by the foundation, the building purchased,
and the type and quantity of the material stored therein, and that the buyer of
the building to be constructed is responsible for following and complying with
the specifications and instructions contained in the manufactures construction
manual.
12. The Seller shall have no responsibilities or liability whatsoever for the
erection of the building or buildings sold to the Buyer by the Seller, or for
the selection of a contractor to erect the building or buildings and the Seller
shall be under no liability whatsoever to the Buyer for any loss or damage
sustained by the Buyer as a result of or in connection with the erection of the
building, the concrete work in connection with the erection of the building, and
soil conditions at the site.
13. The Seller shall be under no liability whatsoever to the Buyer for any loss
or damage sustained by the Buyer as a result of the erecting the building at a
site location other than the original site location at the time of sale. The
Seller shall have no responsibility or liability for any loss or damage
sustained by the Buyer as a result of any changes in exposure conditions at the
original other than those exposure conditions that existed at the time of sale.
14. Upon acceptance hereof, this order and such acceptance shall be deemed to be
a contact embodying all oral and written understandings, and agreements between
the Buyer and the Seller relative to this sale. The Seller shall not be bound by
any condition, definition, representation or warranty other than as expressly
set for therein. This contract shall be interpreted in accordance with the laws
with the laws of the Province of Ontario, Dominion of Canada.
