Entire Agreement. These Terms and Conditions of Sale including the following terms and conditions, together with any specifications attached hereto, constitute the entire and final agreement between Buyer and Seller with regard to the subject matter hereof. If any provision on the face of these Terms and Conditions of Sale (including any specification referred to) is inconsistent with any of the terms and conditions set forth herein, the provisions on the face of these Terms and Conditions of Sale shall govern.
Delivery dates given in advance of actual shipment are estimates and shall not be deemed to represent fixed or guaranteed delivery dates, and are subject to the availability of the Goods, freight space and prompt receipt of all necessary documentation regarding the order, if applicable. Seller shall not be liable or responsible for any loss or damage resulting from delay in delivery and Seller will not accept chargebacks for delays in shipment. Partial shipments are allowed. Each delivery or shipment shall be considered a separate sale.
Technical Advice. Seller’s warranty shall not be enlarged, and no obligation or liability shall arise out of Seller’s rendering of technical advice, in connection with Buyer’s order. Any technical advice furnished, or recommendation made by Seller or any employee or representative of Seller, concerning any use or application of any parts or equipment furnished under this Contract is believed to be reliable, but Seller makes no warranty, express or implied, of results to be obtained. Buyer shall assume all responsibility for loss or damage resulting from the handling or use of any such parts or equipment in accordance with such technical advice.
Products manufactured by third parties. Seller makes no warranty and any and all implied warranties of merchantability or fitness whether statutory or otherwise in respect of Goods sold by Seller and manufactured by third parties are hereby excluded. Goods manufactured by third parties are sold only with such warranties as may be extended by the manufacturer of the product. Services performed by third parties are subject only to those warranties extended by third parties. Buyer is responsible for installation and use in accordance with manufacturer’s instructions. Seller specifically does not adopt or assume any responsibility for the enforcement of the warranties of third party manufacturers. No separate of extended warranty shall apply to defective Goods or to any parts or parts thereof manufactured by third parties.
Limitation of Liability. Seller’s liability on any claims for loss or damage arising out of this contract or the performance or breach or connected with the supplying of any Goods or services hereunder, or the sale, resale, operation or use of such Goods, whether based civil liability (whether contractual or extra-contractual), warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such Goods or parts thereof involved in the claim, regardless of cause or fault. This limitation of liability reflects a deliberate and bargained for allocation of risks between seller and buyer and constitutes the basis for the parties’ bargain without which the seller would not have agreed to the price or terms of this contract. Seller shall not, under any circumstances, be liable for any labour charges without its prior written consent. Seller shall not in any event be liable whether as a result of breach of contract, warranty, tort (including negligence) or other grounds for damages, including but not limited to, loss of profits or revenue, loss of use of the Goods or any associated products, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of customers of Buyers for such damage.
Buyer shall not assign its rights or obligations under this agreement without Seller’s prior written consent. Buyer shall assert against any assignee of Seller any claim or defense that it may have against Seller.
Force Majeure. Seller does not assume the risk of and shall not be liable for failure to perform any obligation relating to the sale of the equipment caused by civil insurrection, war, fire, strike, labour stoppages or other labour disturbances, acts of God, acts or omission of Buyer, acts or omission of the Canadian Government, floods, epidemics, freight embargoes, shortages of fuel, energy or materials, failure of suppliers or subcontractors to satisfactorily meet scheduled deliveries, or any other cause beyond the control of the Seller.
Applicable Law; Severability; Amendment. These Terms and Conditions of Sale shall be governed by the laws of the Province of Ontario, Canada. Grant Aggregate reserves the right to unilaterally modify or amend any portion of these Terms and Conditions of Sale at any time without prior notice effective immediately upon posting at the Grant Aggregate website (www.grantagg.com