Terms and Conditions

Payment Terms:

Past due balances are subject to a late payment charge of 18% per annum and the buyer shall be responsible for payment of all charges, costs and legal fees incurred in collected amounts owed.  The seller reserves the right to establish and/or change credit terms extended to the buyer when, in the seller’s sole opinion, the buyer’s financial condition or previous payment record warrants such action.  The seller retains a security interest in the products delivered to the buyer to secure all amounts owed under this invoice.  If the buyer fails to pay any amount when due, the seller shall have the right to repossess and remove all or any part of the goods from the buyer.

Force Majeure:

The seller shall not be responsible for any delay or failure in performance of its obligations under this invoice to the extent that delay or failure is caused by fire, flood, war, strike, embargo, government requirement, act of god or other similar causes beyond the seller’s control.

Non-Waiver:

No course of dealing or failure of the seller to enforce any term, right or condition of this invoice or of any other agreement between the seller and the buyer pertaining to the products delivered or services performed under this invoice shall be construed as a waiver of that term, right or condition.

Governing Law:

The terms of this invoice shall be governed by the law of the Province of Ontario.

Entire Agreement:

The terms of this invoice together with any other document attached or referenced herein, constitute the entire agreement between the parties with respect to the goods and/or services sold by the seller hereunder.

Limitation of Liability

In no event will the seller be liable for incidental, special or consequential, indirect, exemplary or punitive damages from any cause or for any reason whatsoever, irrespective of whether the claim arises from actual or alleged breach of warranty, indemnification, breach of contract, negligence including product liability, contribution or any other legal theory and in no event will the seller be liable for lost profits, costs or losses not associated with direct physical damage to the property for any claims made under of related to the sale of the goods or services hereunder.  In no event shall the seller’s liability exceed the purchase price of the goods and/or services that are the subject of any claims made by the buyer.