Chemcrest

Chemcrest Location

Chemcrest Inc.
157 Rivermede Rd
Concord, ON L4K 3M4
Canada1-800-665-6653
Fax: 1.888.715.1813
1-800-665-6653 (USA & Canada)

Terms & Conditions

CHEMCREST INC. - Terms & Conditions of Sale

The following are the standard terms and conditions of all orders for the sale of goods by Chemcrest Inc., hereinafter referred to as Seller, to the exclusion of all other terms and conditions, including without limitation any terms or conditions which Buyer may purport to apply under any purchase order or similar document. Unless special terms to vary these terms and conditions are negotiated and documented and expressly agreed to by the Seller in the quotation or the Seller’s order acknowledgement these conditions apply.

TERMS OF CONTRACT: All orders for goods from Seller shall be deemed to be an offer by Buyer to purchase goods pursuant to these Terms and Conditions, and Buyer’s acceptance of the Order Confirmation shall be deemed conclusive evidence of Buyer’s acceptance of these Terms and Conditions.

SHIPMENT TERMS AND ACCEPTANCE OF GOODS: F.O.B. Chemcrest Inc., Concord, Ontario. Buyer shall be deemed to have accepted goods 24 hours after delivery to Buyer’s address as set out in Seller’s order acknowledgement. After such acceptance Buyer shall not be entitled to reject the goods. Where Buyer accepts or has been deemed to have accepted goods the Seller shall have no liability to Buyer in respect of goods.

SHIPMENT: In ordering, Buyer should state explicitly the method of shipment preferred and, in the absence of shipping directions, Seller will use discretion forwarding by air or rail express, truck or parcel post when packages are small and, therefore, subject to loss in transit. When considered prudent by the Seller, shipment will be insured at Buyer's expense, unless otherwise specified by Buyer. All goods are sold F.O.B. shipping point unless stated otherwise so Buyer assumes freight cost and liability for any loss or damage to goods once the goods have left Seller's premises.

RISK OF LOSS: Goods shall be at Buyer’s risk upon delivery of goods by Seller to a carrier at Seller’s facility.

DELIVERIES: Seller assumes the responsibility of assigning the necessary resources to achieve the delivery schedule quoted to the Buyer, within the costs quoted to the Buyer. Seller does not assume any responsibility due to default or delay in production or delivery of all or any portion of any contract resulting directly or indirectly from: (A) accident to, or breakdowns of Seller's plant machinery or equipment; labor disputes; fire; riots; national emergency; delays of suppliers; carriers; or governmental restrictions, prohibitions; or allocations; or (B) any cause beyond the control of Seller. In no event shall Seller be liable for any consequential, special, or contingent damages arising out of Seller's default or delay in filling this order.

DELIVERY SCHEDULES: Unless otherwise agreed between Buyer and Seller, orders are accepted for delivery as fast as manufactured by complete shipment packed in bulk. If special delivery schedules and lot quantities are required, it may affect price and should be detailed in part of the quotation.

QUOTATIONS AND ACCEPTANCE: All orders and contracts are subject to acceptance only at Seller's home office. Typographical errors are subject to correction. All prices subject to adjustment in the event of changes in raw material costs, even if prior to the conclusion of an order.

PAYMENT AND CREDIT: Accounts will be opened only on approved credit, and failing approved credit payment terms are payment in full on order.. Seller reserves the right to decline delivery except for cash, whenever doubt as to Buyer's financial condition develops. Buyer shall pay Seller interest on late payments at a rate of 2% per month on all amounts due and outstanding, and shall further be responsible for any pay any costs incurred to collect Buyer’s account, including without limitation solicitor fees on a substantial indemnity basis.

TITLE: Title to and property in the goods delivered by the Seller to the Buyer and any substitutions or additions, whether attached to realty or otherwise, shall not pass from Seller to Buyer until all payments set forth in Seller’s invoice to Buyer have been made. Until such time as all payments are made by Buyer, buyer shall not do anything to encumber title to the goods or Seller’s access to goods. In the event of Buyer’s default of payment when due, Seller may, but shall not be obliged, without notice or liability enter upon Buyer’s premises and retake possession of the Goods and may immediately resell Goods. Buyer shall be liable for any costs and deficiency resulting from the sale and shall receive any net surplus following payment of the invoiced amount, interest and costs. Buyer agrees to do all acts necessary to perfect and maintain the right and title of goods in Seller.

TAXES: Taxes imposed by any present or future law of federal, provincial, state, county, or municipal authority on the manufacture, sale or use of the articles purchased hereunder and required to be paid by Seller shall be added to the amount to be paid by Buyer. Buyer shall furnish evidence of exemption if applicable. Custom duties or taxes are not included in prices; Buyer shall reimburse Seller for any such duties or taxes as Seller may pay or subsequently be assessed.

CLAIMS: If Buyer claims delivery of material is not as ordered, he must notify Seller within the twenty four hour period provided for in paragraph 2. If such claim is sustained, Seller shall, at his option, repair, replace, credit or complete order. Charges for repair or inspection of parts by Buyer without prior authorization cannot be honored. Seller shall have the option of inspecting the goods on Buyer's premises or of taking back the goods and deciding whether to replace goods or credit Buyer.

Claims for shortage of goods must state the packing slip number, weight including tare and the method used in arriving at a count of the parts. Any claim for error in weight or shortage, not presented in accordance with this provision, will conclusively be deemed waived. Seller may, at Seller’s discretion, request the shipment be returned in its entirety for full evaluation. Seller will not allow claims on those goods further processed by Buyer resulting in change of dimensions or characteristics from parts as ordered.

WARRANTY: Seller warrants that goods at the time of delivery will correspond to the description given by the Seller in the Seller’s Warranty Policy as stated in its web site, which may change from time to time without notice. All other warranties, conditions or terms relating to the condition of the goods, their quality or the merchantability of the goods, or the fitness of the goods for a particular use or purpose, whether such use or purpose is made known to the Seller or not, whether implied by statute or common law or otherwise, are excluded.

Products manufactured by others but furnished by Seller are Inc. to the original manufacturer's warranty and Seller shall not be liable under any circumstances for defects in such products. Because goods furnished hereunder are to Buyer's specifications and are used or combined by Buyer with other equipment or components not furnished by Seller, Buyer agrees to indemnify Seller for all claims resulting from the use or incorporation of said goods in the Buyer's product.

IT IS EXPRESSLY AGREED THAT THIS WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES AND LIABILITIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OF FITNESS FOR ANY PURPOSE AND ANY LIABILITY FOR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE PRODUCT SOLD HEREUNDER. THE FOREGOING STATES SELLER'S ENTIRE AND EXCLUSIVE LIABILITY AND BUYER'S EXCLUSIVE AND SOLE REMEDY. SELLER WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR CONTINGENT DAMAGE OR EXPENSE ARISING DIRECTLY OR INDIRECTLY FROM ANY DEFECT IN ITS GOODS OF FROM THE USE THEREOF, NOR IS ANY OTHER PERSON AUTHORIZED TO ASSUME FOR SELLER ANY SUCH LIABILITY.

QUOTATIONS AND SPECIAL ORDERS: All quotations, verbal or written, provided by Seller to Buyer are subject to expiry without prior notice to Buyer. Special orders, rush orders, custom work and/or deliveries will be charged at Seller’s then current rates.

LIMITATIONS: Any controversy or claim arising out of or related to this contract, or the breach thereof, must be commenced within one (1) year after the cause of action has occurred.

GOVERNING LAW AND INTERNATIONAL CONVENTION ON SALE OF GOODS: The Seller and Buyer agree that these terms and conditions, and any disputes arising from any sale of goods from the Seller to the Buyer, will be governed by the laws of the Province of Ontario and the laws of Canada applicable therein. The Seller and Buyer both hereby agree to attorn to the exclusive jurisdiction of the courts of said province. For greater and certainty, the Seller and Buyer further acknowledge and agree that the International Convention on the Sale of Goods does NOT apply to any sale of goods by the Seller to the Buyer.

Chemcrest Inc. reserves the right to change the Terms & Conditions at any time without notice.