1. DEFINITIONS
- “Buyer” means the company, partnership, individual, or other entity identified in the Purchase Documents as purchasing the Products and/or Services from the Seller.
- “Confidential Information” means all technical, business, pricing, financial, and other proprietary or confidential information of a Disclosing Party that is disclosed to, made available to, or accessed by the Receiving Party or its representatives, directly or indirectly. Confidential Information excludes information that, without breach by the Receiving Party: (i) is or becomes publicly available; (ii) was already known to the Receiving Party before disclosure; or (iii) is independently developed by the Receiving Party without using or relying on the Disclosing Party’s Confidential Information.
- “Products” means the equipment, parts, materials, or other goods identified in the Purchase Documents.
- “Purchase Documents” means the documents describing the Products and/or Services, including (as applicable) the Buyer’s request for quotation, purchase order(s), and the Seller’s quotation or acceptance.
- “Seller” means Compass Cladding Inc. and its divisions, affiliates, or related entities identified in the Purchase Documents, including Horizon Cladding Ltd. and Horizon Metal System Inc.
- “Services” means any services provided by the Seller in connection with the Products, as identified in the Purchase Documents.
- “Software” means the executable object code (excluding source code) of any computer programs provided by the Seller, as described in the Purchase Documents.
- “Terms and Conditions” means these general terms and conditions.
2. APPLICATION
These Terms and Conditions govern every sale of Products and supply of Services by the Seller to the Buyer. The Buyer agrees that these Terms and Conditions apply exclusively and supersede any conflicting or additional terms in the Buyer’s documents (including purchase orders), unless the Seller expressly agrees to a modification in writing signed by an authorized representative.
3. PRICES AND QUOTATIONS
Prices quoted by the Seller remain valid for thirty (30) days from the quotation date unless otherwise stated. Services are charged at the quoted price if accepted within thirty (30) days; otherwise, at the Seller’s standard rates in effect when Services are performed. All prices exclude applicable taxes, duties, and fees, which the Seller will add as separate line items on invoices. Prices do not include storage, installation, commissioning, startup, or maintenance unless expressly included in the Seller’s quotation.
4. PAYMENT TERMS
Payment is due within thirty (30) days of the Seller’s invoice date, subject to credit approval by the Seller. If a milestone payment schedule is agreed in writing, payments are due upon achievement of each milestone. Overdue amounts accrue interest at 1.5% per month, compounded monthly (effective annual rate of approximately 19.56%), from the due date until paid in full.
5. DELIVERY, RISK, AND TITLE
Delivery and performance dates are approximate only and depend on the Seller receiving all necessary information from the Buyer. The Buyer must accept delivery when Products are ready; otherwise, storage charges may apply.
Unless otherwise specified in the Purchase Documents, Products are delivered EX WORKS (Incoterms®) at the Seller’s manufacturing facility. Risk of loss or damage transfers to the Buyer upon delivery (or, if no specific Incoterm is stated, upon loading at the Seller’s facility). Title to Products passes to the Buyer on the later of: (i) full payment, or (ii) physical delivery to the Buyer.
6. DOCUMENTATION
The Seller will provide the documentation specified in the Purchase Documents.
7. CONFIDENTIALITY
Each party will keep the other’s Confidential Information strictly confidential and use it solely to perform obligations under the Purchase Documents. This obligation survives termination.
8. INSTALLATION AND MAINTENANCE
The Buyer is solely responsible for transportation, receipt, storage, installation, startup, and ongoing maintenance of the Products. If the Buyer requests assistance, the Seller may (at its discretion) provide such Services at agreed prices or at the Seller’s standard rates then in effect.
9. FORCE MAJEURE / EXCUSE OF PERFORMANCE
The Seller is excused from performance (in whole or part) to the extent delayed or prevented by causes beyond its reasonable control, including acts of God, war, riot, fire, explosion, labour disputes, material shortages, accidents, governmental actions, laws, regulations, orders, or interruptions to computer/telecommunication systems.
10. TERMINATION
- The Buyer may terminate by written notice, but must pay for all Products shipped and Services performed up to termination, plus any resulting losses, cancellation charges, restocking fees, dismantling costs, or other expenses incurred by the Seller.
- The Seller may terminate or suspend deliveries/Services immediately if the Buyer fails to pay any amount when due, in addition to pursuing other remedies.
11. LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES
The Seller is not liable for any delay in performance. The Buyer’s remedies under these Terms and Conditions are exclusive.
To the maximum extent permitted by law, and regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise):
(a) The Seller’s total liability for any claim or cause of action is limited to the price paid by the Buyer for the specific Products and/or Services giving rise to the claim.
(b) In no event is the Seller liable for any loss of profits, production, use, business opportunity, data, goodwill, or any indirect, special, incidental, consequential, exemplary, or punitive damages.
12. INTELLECTUAL PROPERTY AND LICENSE
The Seller (or its licensors) retains all ownership and title to its intellectual property rights. The Buyer receives a limited, non-exclusive, royalty-free license to use any intellectual property incorporated in the Products solely for operating those Products at the Buyer’s initial installation site. Software use may also be subject to third-party license terms provided with the Software.
13. DATA USE AND PRIVACY
The Seller may collect, use, and process data (including personal information under applicable privacy laws) to perform its obligations, improve Products/Services, and for related business purposes. The Seller treats personal or sensitive Buyer information as Confidential Information and discloses it to third parties only with consent or as required by law.
14. ENGINEERING AND AUTHENTICATION
The Seller’s engineers are licensed to practice engineering in British Columbia. Unless expressly stated in the Purchase Documents, the Buyer is solely responsible for any engineering authentication or stamping required in other jurisdictions.
15. EXPORT/IMPORT COMPLIANCE
For Products exported outside Canada, the Buyer is the importer of record and must comply with all customs, duty, and import requirements. The Buyer warrants compliance with all applicable export control laws, sanctions, embargoes, and restricted party lists, and confirms that neither it nor any related parties are on such lists.
17. GENERAL PROVISIONS
(a) The Buyer may not assign or transfer its rights or obligations without the Seller’s prior written consent.
(b) These Terms and Conditions and the Purchase Documents constitute the entire agreement and supersede all prior understandings or representations.
(c) Any action arising from these Terms and Conditions or the Purchase Documents must be commenced within two (2) years after the cause of action accrues.
(d) If any provision is held invalid or unenforceable, it is severed to that extent only, and the remainder continues in full force.
(e) Any modification requires a written instrument signed by an authorized representative of the Seller.
(f) Nothing creates a partnership, agency, joint venture, or employment relationship.
(g) These Terms and Conditions and the Purchase Documents are governed by the laws of the Province of British Columbia and applicable federal laws of Canada. The parties submit to the exclusive jurisdiction of the courts of British Columbia (and any appellate courts).