TERMS AND CONDITIONS OF SALE

Gorski Plener and Associates Inc as used herein shall be referred to as “the seller”

  1. PAYMENT TERMS: Standard payment terms are net thirty (30) days from shipment, subject to credit approval. Progress payments, as agreed to by both parties, may apply. If the Buyer shall fail to make any payments in accordance with the terms and conditions hereof, the seller, in addition to its other rights and remedies, but not in limitation thereof, may at its option defer shipments or deliveries hereunder, or under any other contract with the Buyer, except upon receipt of satisfactory security or of cash before shipment. The Buyer shall have no right to any retention (HOLDBACK) and shall not withhold payment as a set-off on the Seller’s invoice in any amount. All past due amounts shall be subject to interest charges of 1.5% per month.
  2. QUOTATIONS:
    All quotations (“quotation”) or proposals for the sale of goods, unless otherwise specified, are subject to acceptance by the Buyer (“Buyer”) within thirty (30) days from date of quotation and are subject to GPA’s approval of Buyer’s credit. If Buyer accepts the Proposal by placing an order, without the addition of any other terms and conditions of sale or any other modification, Buyer’s order shall be deemed acceptance of the Proposal subject to the Sellers terms and conditions. If Buyer’s order is expressly conditioned upon the Sellers acceptance or assent to terms and/or conditions other than those expressed herein, return of such order by Seller with the Sellers terms and conditions attached or referenced serves as the Sellers notice of objection to Buyer’s terms and as the Sellers counter-offer to provide Equipment in accordance with the Proposal and the Sellers terms and conditions. If Buyer does not reject or object in writing to the Sellers within 10 days, the Sellers counter-offer will be deemed accepted. Buyer’s acceptance of the Equipment will in any event constitute an acceptance by Buyer of the Sellers terms and conditions. All equipment must be released to production within 90 days of the date of the purchase order, for immediate production, or shall be subject to price increases by seller to buyer unless agreed to in writing.
  3. PRICE ADJUSTMENT:
    If the shipment date for goods identified in an order received by the Seller shall be greater than six (6) months from the date of the Seller’s receipt of such order, the Seller may adjust the price of such goods to the price in effect on the date of actual shipment, unless the Seller is the sole cause of a delay in shipment. Alternatively, pricing may be based upon an agreed upon ship date in writing and agreed to by both parties.
  4. TAXES & TARIFFS:
    Prices exclude any sales or future sales, use, VAT, GST, HST, import/export tariffs, or other governmental charges (“Taxes and Tariffs”). The Buyer is responsible for all such charges related to the purchase, delivery, and importation of the goods. If Tariffs change after the order date but before shipment, the Buyer shall pay any additional costs. Failure to pay may delay shipment.
  5. LIMITATION OF WARRANTIES:
    Any description of the goods contained herein is for the sole purpose of identifying them and does not constitute a warranty. In the interest of product improvement, the right is reserved to change specifications and/or design without incurring obligations. Other than the express manufacturer’s warranty that applies to the goods identified in an order, such goods are sold “as is,” and no other warranties apply. The Seller hereby disclaims and excludes all implied warranties of any kind, including, without limitation, warranties of merchantability, fitness for a particular use or purpose, fitness for a specific application or environment, and any warranties that might otherwise arise from the course of dealing between the parties or usage of trade. Units will be supplied per the Seller’s submittal drawings. In addition, the Seller shall not be responsible for any repairs made by the Buyer, nor for defects resulting from improper installation, improper maintenance, care or operation, nor for defects in goods not paid for. The Buyer assumes responsibility for compliance with any regulations, codes, standards or ordinances applicable to the installation, location, operation or maintenance of the goods identified in an order, including responsibility for compliance with the manufacturer’s installation instructions. No person, agent, or dealer is authorized to enlarge upon the warranties set out herein or the obligations of the Seller hereunder. The Seller (GPA) warrants that the good manufactured shall be free from defects in material for (18) months from the date of Seller’s shipment, or 12 months from earliest startup date, whichever occurs first. Warranty is a limited liability parts only warranty and does not include labour, service costs, refrigerant losses, the physical or chemical effect on the goods from improper storage or site conditions, weather, foreign substances, mold, mildew, chemicals in air, water or steam, including costs for removing or installing parts are expressly excluded from this limited warranty. Failure to pay the Seller’s invoices in accordance with the Terms and Conditions of Sale voids all warranties provided for herein. Additional warranty protection (including labour) is available on an extra-cost basis and must be in writing and agreed to by an authorized signatory of the company.
  6. LIMITATION OF LIABILITY:
    The sole remedy for breach of the applicable express warranty shall be the repair or replacement of the goods identified in an order by the Seller, or a refund of the purchase price set forth on the first page of the agreement and order acknowledgment. It shall be in the Seller’s sole discretion to determine whether repair, replacement, or refund is the appropriate remedy. If the Seller decides to make repairs, it has the option of completing such repairs itself or authorizing a third party to perform them at the Seller’s expense. The Seller is not responsible for any repair work performed by a third party that the Seller did not approve in writing before the commencement of such repairs. The Seller’s liability of any kind whatsoever (whether in warranty, tort, contractual, or otherwise) shall not exceed, in the aggregate, the billing price set forth on the first page of the agreement and order acknowledgment. Under no circumstances shall the Seller be liable for lost profits, lost savings, personal injuries, incidental damages, economic loss, property damage, or any other consequential, indirect, incidental, or punitive damages, even if the Seller has been advised of the possibility of such damages.
  7. SHIPPING DATES:
    Shipping dates are estimates only. No contract will be made to deliver in a specified time unless in writing by an officer of the Seller. The Seller shall under no circumstances be responsible for failure to fill any order or orders when due to: fires, floods, war, riots, strikes, pandemics, freight embargoes or transportation delays, shortage of labor, inability to secure fuel, material, supplies or power at current prices, or on account of shortages thereof; acts of God or of the public enemy; any existing or future laws or acts of the Federal or of any Provincial Government including specifically, but not exclusively, any orders, rules or regulations issued by any official or agency of any such government affecting the conduct of the Seller’s business with which the Seller in its judgment and discretion deems it advisable to comply as a legal or patriotic duty, or to any case beyond the Seller’s reasonable control.
  8. SHIPPING TERMS:
    All shipments will be made F.O.B. factory or warehouse with freight prepaid as quoted. All shipments will be made by common carrier and charges for special carrier services requested by the Buyer shall be paid by the Buyer. The Seller may ship the goods in one or more lots. Such lots may be separately invoiced and shall be paid for when due per invoice, without regard to subsequent deliveries. Delay in the delivery of any lot shall not relieve the Buyer of its obligation to accept remaining deliveries. If, because of the Buyer, any shipment must be diverted or returned to the Seller, the Buyer shall pay all demurrage, transportation and other costs incurred as a result thereof.
  9. STORAGE FEES:
    If the Buyer requests a delay in the shipping date, the Seller’s Storage Fees Policy shall apply. In all cases equipment payment is due from date of shipment from factory not from the date of shipment from storage.
  10. ALLOCATION OF RISK:
    The responsibility of the Seller ceases upon delivery of goods in good order to the carrier. The Buyer assumes all risk of loss, damage or shortage in transit, and any claims based thereon must be filed by the Buyer with the transportation company. The Buyer also assumes risk of loss or damage caused by improper storage, handling or layup of goods.
  11. RETURNS: Goods are custom or made to order and as such may not be returned except by permission of authorized officials of the Seller and when so returned will be subject to handling charges, restocking fees and transportation costs.
  12. AGREEMENT OF SALE: Any of the terms and provisions of the Buyer’s order which are additional to or inconsistent with the terms and provisions hereto shall not be binding on the Seller unless the Seller consents in writing and shall not be considered part of the Parties’ agreement as expressed herein. The Seller’s acceptance of an order and subsequent provision of goods pursuant thereto shall not constitute the Seller’s acknowledgement and acceptance of the Buyer’s conditions of sale. Waiver by either party of any default by the other hereunder shall not be deemed a waiver by such party of any default by the other which may hereafter occur. Orders accepted by the Seller can be cancelled only upon written consent of the Seller and after payment by the Buyer of reasonable costs and expenses for the effort expended thereon. Orders released for production shall be subject to a 100 % cancellation fee.