Terms & Conditions:
1. ENTIRE AGREEMENT/ORDERS. No order for Heavy Equipment Parts Express goods shall be binding upon Heavy Equipment Parts Express until acknowledged in writing by Heavy Equipment Parts Express. All orders and acknowledgements are conditioned on credit screening and approval. Heavy Equipment Parts Express’s acknowledgement and these Terms and Conditions constitute the entire agreement between Heavy Equipment Parts Express and Purchaser. Any purchase order, offer or counter-offer made by Purchaser before or after Heavy Equipment Parts Express’s acknowledgement is rejected. For example, orders submitted on Purchaser’s own purchase order forms modifying, adding to, contrary to, or inconsistent with these Terms and Conditions are expressly rejected and of no force or effect. In no event will Heavy Equipment Parts Express be deemed to have in any way changed, enlarged or modified its liabilities or obligations as fixed by these Terms and Conditions including, without limitation, situations in which Heavy Equipment Parts Express satisfies an order submitted on Purchaser’s own Purchase order form. Purchaser shall have been deemed to agree to these Terms and Conditions upon payment of any related invoice submitted by Heavy Equipment Parts Express, acceptance of delivery of Heavy Equipment Parts Express goods or failing to expressly notify Heavy Equipment Parts Express in writing within five (5) days of receipt of Heavy Equipment Parts Express’s acknowledgement of any objections it may have to these Terms and Conditions No acknowledgement by Heavy Equipment Parts Express and no provision of Heavy Equipment Parts Express’s Terms and Conditions shall be subject to change in any manner except as agreed to in writing by an officer of Heavy Equipment Parts Express.
2. PRICES. All prices are subject to change without notice and quoted in Canadian or US dollars unless otherwise noted. Written quotations expire thirty (30) calendar days from the date of quotation unless specified otherwise. Prices do not include Goods and Service Tax, Provincial Sales Tax or any other government taxes or charges. All taxes and other governmental charges upon the production, manufacture, distribution, sale or use of the goods to the extent required or not forbidden by law to be collected by Heavy Equipment Parts Express from Purchaser, shall be paid by Purchaser to Heavy Equipment Parts Express unless Purchaser furnishes Heavy Equipment Parts Express with exemption certificates acceptable to the relevant taxing authorities. Typographical and/or clerical errors made by Heavy Equipment Parts Express are subject to correction.
3. TERMS OF PAYMENT. For all purchases not made on account, payment shall be made by cash or credit card, authorization of which is required before the order will be processed. Invoices are net thirty (30) days from the date of invoice unless specified otherwise and approved in writing by Heavy Equipment Parts Express. Past due accounts will bear interest at the rate of 2% per month of the invoiced amount. Acceptance of bank drafts, checks or other form of payment shall be subject to immediate collection of the full face amount thereof. Heavy Equipment Parts Express may, at its discretion, impose a transaction fee on payments processed via wire transfer or by Letter of Credit. Heavy Equipment Parts Express reserves the right at any time and in its sole discretion to demand full or partial payment before proceeding with a contract of sale. If delivery is delayed or deferred by Purchaser beyond the scheduled date, payment shall be due in full when Heavy Equipment Parts Express is prepared to deliver. The goods may thereafter, at Heavy Equipment Parts Express’s option, be stored at the risk and expense of Purchaser. If Purchaser defaults when any payment is due, the whole contract price shall become due and payable upon demand or Heavy Equipment Parts Express, at its option, without prejudice to other lawful remedies, may defer delivery or cancel the contract. Minimum values on invoice may apply. 454 Toll Free: 1-877-505-0155 Fax: 1-855-505-0140 Hydraulic Seal Specialists Heavy Equipment Parts Expressseals.com Terms and Conditions
4. DELIVERY. Heavy Equipment Parts Express shall not be liable for any damage as a result of any non-delivery or delay due to any cause beyond Heavy Equipment Parts Express’s reasonable control, including, without limitation, an act of God; act of Purchaser; embargo; other government act, regulation or request; fire; accident; strike; war; boycott; slowdown; riot; or delay in transportation or inability to obtain necessary labor, materials, or manufacturing facilities. In the event of any such delay, the date of delivery, at Heavy Equipment Parts Express’s option, shall be extended for a period equal to the time lost by reasons of the delay.
5. SHIPMENT/RISK OF LOSS. All shipments are subject to an overrun or shortage of 10% of the quantity specified. Unless otherwise noted, all quoted prices and sales of goods are made FOB point of shipment for all orders unless stated otherwise. Delivery dates given in advance of actual shipment of goods or performance of services are estimates and shall not be deemed to represent fixed or guaranteed delivery dates. Method and route of shipment will be at the discretion of Heavy Equipment Parts Express unless specified otherwise by Purchaser and agreed by Heavy Equipment Parts Express, and any additional expense of the method or route of shipment specified by Purchaser shall be borne by Purchaser. Purchaser is responsible for all import/export licenses, permits, or authorization. Claims for shortage or other errors must be made in writing to Heavy Equipment Parts Express within five (5) days after receipt of shipment. Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Purchaser. To the extent legal title to the goods shall be deemed to pass to Purchaser at the time of delivery and prior to performance of all of Purchaser’s obligations, equitable title shall remain in Heavy Equipment Parts Express until payment in full of the purchase price, and Purchaser shall grant and by acceptance of the goods shall deemed to have granted to Heavy Equipment Parts Express a first security interest in all goods to secure payment of the purchase price and all other amounts owed to Heavy Equipment Parts Express. Heavy Equipment Parts Express reserves the right to make delivery of goods in installments, unless otherwise expressly stipulated in the agreement for sale. Such installments, when separately invoiced, shall be paid for when due per invoice without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Purchaser of its obligations to accept remaining deliveries.
6. WARRANTY/CLAIMS. Purchaser acknowledges that it has selected and ordered goods based on its own skill and judgment and agrees that it is responsible for ensuring that the goods selected are fit for Purchaser’s purpose. Heavy Equipment Parts Express warrants to the Purchaser only that its goods have been produced in accord with Heavy Equipment Parts Express’s standard practices with regard to materials and workmanship. This warranty is limited to goods that are used in accordance with published specifications and only for a period of one year from date of purchase. Heavy Equipment Parts Express will, subject to the terms of this warranty, replace or repair, at its option, any defective good. The warranty period for the repaired or replaced product shall extend after the date of repair or replacement for a time equal to the original warranty period. No goods are to be returned to Heavy Equipment Parts Express without prior written consent. (a) THIS WARRANTY IS IN LIEU OF ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER OBLIGATION ON THE PART OF THE SELLER. (b) Heavy Equipment Parts Express shall have no obligation under this warranty if damage to the good occurs because of improper handling or operation, modification of the good, abuse, misuse, unauthorized repairs made or attempted and/or where equipment is operated above rated capacity. (c) No agent, employee or representative of Heavy Equipment Parts Express has authority to bind Heavy Equipment Parts Express to any affirmation, 455 Toll Free: 1-877-505-0155 Fax: 1-855-505-0140 Hydraulic Seal Specialists Heavy Equipment Parts Expressseals.com representation or warranty concerning the goods sold, (d) Upon receipt, Purchaser shall inspect the goods. All notice of claims, including claims for alleged defective goods, must be made within fifteen (15) days after Purchaser learns of facts upon which such claim is based. All notice claims not made in writing and received within the time period specified above shall be deemed waived. If no notice of claim is made within fifteen (15) days, the goods are irrevocably accepted by Purchaser. Purchase agrees that any litigation or arbitration relating to the allegedly defective goods must be commenced within one (1) year after Purchaser’s receipt of the goods. Purchaser hereby expressly assumes all liability for all damage and injury occurring before and after said time periods if notice is not made pursuant to this agreement.
7. LIMITATION OF LIABILITY/INDEMNITY. Heavy Equipment Parts Express’s liability on any claim for loss or damage arising out of this transaction or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on contract, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. This limitation of liability reflects a deliberate and bargained-for allocation of risks between Heavy Equipment Parts Express and Purchaser and constitutes the basis of the parties’ bargain, without which Heavy Equipment Parts Express would not have agreed to the price or terms of this transaction. Heavy Equipment Parts Express shall not, under any circumstances, be liable for any labor charges without its prior written consent. Heavy Equipment Parts Express SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) PESONAL INJURY, DEATH, DISMEMBERMENT OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Heavy Equipment Parts Express furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject Heavy Equipment Parts Express to any liability, whether based on contract, warranty, tort (including negligent) or other grounds. In the event Purchaser modifies Heavy Equipment Parts Express goods or incorporates Heavy Equipment Parts Express goods into another product or component part, Purchaser agrees to hold harmless and indemnify Heavy Equipment Parts Express from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify Heavy Equipment Parts Express from any patent or other intellectual property claims related to any Heavy Equipment Parts Express goods made in accordance with Purchaser’s designs or specifications.
8. WAIVER AND CHOICE OF LAW. The failure of Heavy Equipment Parts Express to insist in any one or more instances, upon the performance of any of the Terms and Conditions as set forth herein or the failure of Heavy Equipment Parts Express to exercise any of its rights hereunder shall not be construed as a waiver or relinquishment of any such terms, conditions or rights there under and shall not effect Heavy Equipment Parts Express’s right to insist on strict performance and compliance with regard to any future performance of these Terms and Conditions. All transactions shall be governed by the laws of British Columbia, Canada and applicable federal laws of Canada. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply. Terms and Conditions 456 Toll Free: 1-877-505-0155 Fax: 1-855-505-0140 Hydraulic Seal Specialists Heavy Equipment Parts Expressseals.com
9. DISPUTE RESOLUTION/ATTORNEYS’ FEES. All disputes arising out of or in connection with this agreement that does not exceed the sum of $50,000 CAD, exclusive of interest and costs, or in respect of any legal relationship associated with or derived from this agreement, shall be finally resolved by arbitration pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be in Vancouver, BC Canada. The language of the arbitration shall be English. Any dispute, controversy or claim arising out of this transaction where the matter in controversy exceeds the sum of $50,000, exclusive of interest and costs shall be adjudicated exclusively by a court of competent jurisdiction in British Columbia, Canada. Purchaser consents to personal jurisdiction and venue in the City of Vancouver, Canada and agrees not to take any action to challenge such jurisdiction or venue. Heavy Equipment Parts Express may bring an action against Purchaser in any jurisdiction or venue. In the event of any action or proceeding related to this transaction, and Heavy Equipment Parts Express is determined to be the prevailing party with regard to some or all claims, Purchaser agrees to pay all of Heavy Equipment Parts Express’s attorney’s fees and litigation costs up through and including any appeal.