Standard Terms and Conditions
1.1 The following terms and conditions are an integral part of the offer as made on the face of this quotation/order. Acceptable deviations must be agreed to by Senior Flexonics (SF) in writing.
Approval of credit
2.1 Shipments and deliveries are subject to credit approval by SF. Terms of payment shall be effective from the date of invoice and/or as detailed on the face of this quotation/order.
Payment terms / Interest on late payments
3.1 Unless otherwise agreed in writing, payment terms are Net 30 Days. Invoices issued to cover “Prepaid Freight” are due and payable on terms of Net 7 Days.
3.2 SF shall impose a finance charge of 1.5% per month on all unpaid balances beyond agreed terms.
3.3 SF reserves the right to suspend or cancel further orders and/or deliveries and impose a lien in case an invoice remains unpaid after the due date.
3.4 For orders over $100,000, a progress payment is required. 40% of the total order value will be invoiced after receipt of order and will be due Net 10 Days. 30% will be due upon final inspection by the customer, due Net 10 Days. The balance of the order will be invoiced upon shipment, due Net 30 Days.
3.5 SF institutes a minimum order value of $100.00 (excluding taxes) for all order placements.
3.6 If an order is cancelled, SF reserves the right to charge for all costs incurred in the cancellation including, without limitation, charges applicable to return of goods, overhead and profit.
3.7 At the discretion of SF, cancellation charges are as follows:
After order placement prior to drawing submittal: 10%
After drawing submittal: 30%
After release to production: 50% plus material, labor, and overhead to date.
Point of sale
4.1 Unless otherwise specified on the face of this quotation/order, all goods are delivered Ex-Works SF’s facility, freight charges collect. Transfer of title is in accordance with International Chamber of Commerce Terms.
Limitation of liability
5.1 Damage claims must be filed within 7 days of receipt of goods at site. SF will have no liability for damage, shortage, or loss caused by acts of omission of the carrier or by other causes beyond SF’s reasonable control. Any damaged/defective goods will be held by the customer for disposal instructions by SF. SF’s maximum liability for damage, shortage, or loss shall be to repair or replace goods, or to allow credit in respect to the goods at SF’s sole option. Such liabilities shall be limited to the value of the goods supplied by SF.
Warranty: Disclaimer of warranty
6.1 The following warranty is given to the exclusion of any other warranty or condition either expressed or implied.
6.2 All goods/services provided by SF are warranted for one (1) year after system startup under the conditions for which the goods were designed, or eighteen (18) months after shipment, whichever comes first. The warranty covers defects in workmanship, or material, when subjected to the specified conditions of use. SF at its sole option will either repair or replace any supplied defective components. The effects of corrosion, erosion, aging, normal wear, or negligence, incidental or consequential damages are specifically excluded from the warranty. All goods must be installed in accordance with the installation instructions tagged to each part and/or as submitted to as part of documentation requirements. Failure to comply with installation instructions will nullify the warranty.
6.3 All warranty claims must be made in writing. Claims made by phone must be confirmed in writing within 10 days.
6.4 All removal, reinstallation and freight costs to and from SF are excluded from warranty coverage.
6.5 The warranty on products repaired shall not be extended beyond the original warranty period.
6.6 The Contractor shall be responsible for the correct quantities, sizes, and installation of all flex connectors, expansion joints, anchors and pipe alignment guides so as to ensure the proper functioning of the goods and to maintain full manufacturer’s warranty.
7.1 Unless specifically stated in writing to the contrary, design responsibility for the piping or ducting systems (anchors, alignment, etc.) in which the goods will be installed rests with the customer.
7.2 Warranty claims or alleged non-performance by SF shall not affect the customer’s duty to pay SF in accordance with the terms of this agreement. Any additional costs to SF of completing performance reasonably related to the customer’s failure to fulfill its obligations could result in additional charges.
8.1 Sales, use, and consumption taxes and duties on all products sold are the sole responsibility of the customer.
9.1 If equipment furnished on this quotation/order is a product supplied by SF, the specifications are subject to change at SF’s option.
Cancellation of and/or changes to orders
10.1 Changes and corresponding cost impacts must be agreed in writing prior to execution.
11.1 SF shall use commercially reasonable efforts to meet any schedule or date shown on the face of this quotation/order. However, SF will not be liable for any delay or failure in the estimated delivery or shipment, or for any damages that may result to the customer from such delay.
Governing law, jurisdiction, venue
12.1 Disputes arising in connection with this agreement or its performance shall be governed by the substantive laws of the Province of Ontario, without regard to conflicts of law, with the exclusion of the United Nations Convention on Contracts for the International Sales of Goods (CISG).
12.2 Jurisdiction and venue for any disputes shall be in the appropriate court for Brampton, Ontario, Canada.
13.1 In the case of partial or total invalidity of any of the foregoing clauses, all other terms shall remain in effect.
Revised June 21, 2011