CONDITIONS OF SALE
Streamline Process Management Inc. (Seller) and the Customer named on the face hereof (Buyer)
1. Full Agreement. The agreement between Seller and Buyer (the 'Sales Contract') with respect to the goods specified on the face of the Order Acceptance,
i.e. Order Acknowledgement, will be subject to these, the Seller's Conditions of Sale together with any additions or revisions to such terms mutually
agreed in writing by Seller and Buyer. Seller shall not be bound by any additional or different terms whether printed or otherwise in Buyer's Purchase
Order unless specifically agreed to by Seller in writing.
2. Purchase Price. Prices are quoted CPT Domestic site, and are exclusive of all taxes, expedited delivery costs and special packing. $100.00 minimum order value. All goods are insured to the place of destination in Canada. Any claims for damage incurred in transit must be notified in writing to seller within 14 days of delivery.
3. Delivery. Seller shall in good faith attempt to effect delivery by the date specified but shall not be responsible or liable for delays due to unexpected circumstances. In no event will Seller be liable for incidental or consequential damages resulting from failure to meet the specified or amended delivery dates.
4. Payment Terms. Unless provided to the contrary, Buyer shall pay Seller the full purchase price within 30 days from the date the goods are available for dispatch. 1-1/2% interest will be added each month on past due accounts but not withstanding this the Seller retains the right to commence proceedings against the Buyer to recover all monies owing. The title of the goods will not be deemed to have passed to the Buyer until the full purchase price and any interest due is paid the Seller.
5. Guarantee. The Seller expressly guarantees for a period of 12 months from the date the goods were ready for dispatch to repair or replace at the Seller's discretion, any defective manufactured goods returned carriage paid to his premises providing such defect arises solely from faulty material or workmanship and the goods have not been modified or put to improper use after leaving the Seller's premises.
6. Cancellation of Work. Any purported cancellation of the Sales Contract by the Buyer prior to the dispatch of the goods shall be effective only 1) if made in writing 2) if accepted by the Seller and 3) on payment by the Buyer of 25% of the price of the goods stated on the Seller's Order Acceptance and such expenses as may be notified the Buyer by the Seller as the Seller may have incurred in connection with the Sales Contract. The Seller is under no obligation to issue credit on returned goods if they were correctly supplied.
7. Liability. The Seller only accepts liability as stated under Clause 5, Guarantee. Seller shall not be liable for loss of use, revenue, profit or for injury or for any other consequential or incidental damages. Without prejudice to the foregoing, the Seller's liability shall, in any event, be limited to the purchase price of the particular goods under the Sales Contract.
8. Modifications. Notwithstanding that additions or revisions to the Conditions of Sale may be agreed between the Seller and Buyer, Clause 7, Liability, will always apply as stated above without alteration or amendment.
9. Patents. Etc. The Seller shall indemnify the Buyer against any claim for infringement of any rights of Patent, Registered Design, Trade Marks or Copyright by the use of goods manufactured. Similarly, the Buyer will indemnify the Seller if the infringement or alleged infringement arises from the Seller having followed a design or instruction furnished or given by the Buyer to the use of the goods in a manner or apurpose or in a foreign country not specified or disclosed to the Seller or to any infringement which is due to the use of the goods in association or combination with any other goods not supplied by the Seller.
10. Applicable Law. The 'Sales Contract' shall be governed by the laws of the Province of Ontario.