1. General Applicability and Acceptance These Standard Terms and Conditions are in effect for all transactions unless otherwise specifically agreed to in writing by an authorized representative of DispenseRite Inc. ("Seller"). Acceptance of any offer is expressly limited to the exact terms contained herein. Any conduct by the Buyer recognizing the existence of a contract shall constitute acceptance of these terms. Any terms proposed by the Buyer that add to, vary from, or conflict with these terms are hereby rejected and shall be void. This document, along with any associated proposal, contains the entire agreement between the parties.
2. Pricing and Taxes Prices are in Canadian Funds (CAD), F.O.B. Whitby, Ontario. Quotes are firm for thirty (30) days, though Seller may revise prices anytime before Buyer acceptance. Prices exclude sales taxes (HST/GST). Buyer must provide tax exemption certificates with the credit application to avoid these charges. Prices for third-party auxiliary equipment are subject to change without notice.
3. Payment and Financial Responsibility For Machines and Systems, a 50% deposit is due with the purchase order, 25% is due upon completion of build prior to shipping, and the final 25% is due thirty (30) days after delivery. Parts and valves are Net 30 days, subject to credit approval. Overdue accounts bear interest at the lesser of 2% per month (24% per annum) or the maximum legal rate. Seller reserves the right to stop production, withhold delivery, or stop goods in transit if the Buyer’s financial responsibility becomes doubtful, or if the Buyer enters bankruptcy or insolvency. In such cases, the Buyer shall make no deductions or set-offs from payments due hereunder.
4. Delivery and Shipment Shipment dates are approximate and begin only upon receipt of the purchase order, deposit, and all material specifications/Safety Data Sheets (SDS). Seller is not liable for any damages resulting from delivery delays. All shipments are F.O.B. Whitby, freight collect, and at Buyer’s risk thereafter. Seller may ship in installments; a default in one installment does not impair the value of the contract as a whole. Claims for loss or damage must be made by the Buyer directly to the carrier.
5. Start-Up and Site Requirements Upon request, Seller provides technicians for start-up supervision at current daily rates plus expenses. Seller is not responsible for the performance of goods not set up by its technicians. Buyer is responsible for all non-union labor, local permits, and Ontario Pre-Start Health and Safety Reviews (PSR). The site must be certified in accordance with all local and provincial laws prior to the technician's arrival. Orders are not subject to cancellation except with Seller’s written consent and payment of indemnity for all losses incurred.
6. Material Evaluation and Chemical Hazards Proposals may be subject to a material evaluation test. If the Buyer does not witness the test, a waiver of acceptance may be required. Seller does not manufacture reactive chemical components and is not responsible for their effects. Buyer is solely responsible for investigating potential hazards, including toxic fumes, abrasion, explosions, and human exposure. Sample materials will be returned or disposed of at the Buyer’s expense.
7. Limited Warranty and Liability Seller warrants equipment to be free from defects in material and workmanship for twelve (12) months from the date of sale. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. Liability is strictly limited to the repair or replacement of defective parts, provided they are returned to the Seller prepaid. This warranty does not cover wear and tear, tampering, faulty installation, or incompatibility with structures not supplied by the Seller. In no event shall Seller be liable for incidental or consequential damages, including lost profits, lost sales, or injury to person or property. Total liability shall not exceed the price of the specific unit giving rise to the claim.
8. Confidentiality and Governing Law All prototypes, drawings, and technical data provided by the Seller are confidential and may not be released to third parties without written consent. This agreement is governed by the laws of the Province of Ontario. The parties irrevocably attorn to the exclusive jurisdiction of the courts in Whitby, Ontario. Any action for breach of warranty or contract must be brought within two (2) years of the date of sale. These terms constitute the entire agreement and may only be modified in writing by an authorized representative of the Seller.
