These are the Terms and Conditions governing sales by Vicwest Inc. (“Vicwest”), and are incorporated by reference in every order accepted by Vicwest (each such order, as accepted by Vicwest in its Order Acknowledgement, “a Contract”).
The quantity, quality, description of, delivery schedule and price for Vicwest products (“Products”) shall be those set out in the Vicwest Order Acknowledgement (subject to the general terms and conditions below).
Placing an order for Vicwest products constitutes acceptance of these Terms and Conditions of Sale. No addition to, waiver of or modification of these Terms and Conditions, nor anything stated on the Buyer’s Purchase Order or Terms and Conditions, shall be binding on Vicwest unless expressly agreed to in writing by Vicwest, which writing states that it supersedes these Terms and Conditions in that regard, and the specific provision so stating has been initialed as “accepted” by Vicwest. Any proposal for additional or different terms or any attempt by Buyer to vary any of the terms of this document is hereby objected to and rejected, but such proposal shall not operate as a rejection of the Contract unless such variations are in the description of the product, quantity, price or delivery schedule. Any prior agreement with Buyer with respect to the terms and conditions of sale shall not apply.
- Domestic: Subject to the credit approval of Vicwest, payment terms are net 30 days from the date of shipment with no cash discount, retention or withholding allowed for any reason whatsoever. The payment terms set forth herein are subject to Buyer and Vicwest maintaining a mutually acceptable credit arrangement which may be modified by Vicwest at any time.
- Price.表达的所有价格都是F.O.B.工厂为国内销售和前工厂（工厂）为国际销售，包括标准的材料包装材料。不适用,省的居民bec to which the Consumer Protection Act (Québec) applies :Prices shall be subject to adjustment to reflect any increased costs in effect at the time of shipment.
- 报价。All quotations are valid for 30 days from date of issue unless otherwise stated in writing.
不适用,省的居民bec to which the Consumer Protection Act (Québec) applies :这进一步受价格调整，按照第2节的价格调整。
- Order; Changes.
- Orders: Orders must be in writing and submitted to Vicwest by Buyer. Orders shall be directed to Vicwest’s Customer Service Department for processing. Orders will be accepted only upon issuance of an Order Acknowledgement by Vicwest.
不适用,省的居民bec to which the Consumer Protection Act (Québec) applies :In such cases, Vicwest may charge a cancellation fee of up to 50% of such order.No cancellations are allowed within six weeks of scheduled shipment.
- Order Acknowledgments; Product Allocation: The Order Acknowledgement acts as Buyer’s confirmation that Vicwest is supplying the product ordered by Buyer on these Sales Term and Conditions. It is the Buyer’s responsibility to review Vicwest’s Order Acknowledgment and to make certain that it is correct in all particulars, then sign and return it within two (2) business days of the issuance date. Unreturned Order Acknowledgments or those returned more than two (2) business days after issuance will be considered by Vicwest to be acceptable to Buyer in all particulars. Acceptance of product constitutes conclusive evidence of acceptance of the terms of the Contract.
- Shortage of Product. In the event of shortage of product, Vicwest reserves the right to allocate goods among its customers.
- 订单修改:修改或增加一个order must be in writing and will be accepted only if confirmed in writing by Vicwest. An order may be revised by the Buyer up to six weeks prior to the scheduled ship date. Revisions submitted within six weeks of the scheduled ship date may result in the Buyer’s order being rescheduled with the current production lead time for the products ordered and Vicwest will not be responsible for any resulting delays. All revision requests will be addressed on an individual basis and will become valid only if and when confirmed in writing by Vicwest. Each order will be allowed two routine order revisions at no administrative charge up to six weeks prior to scheduled ship date, provided, however that such revisions cannot involve variations, on a cumulative basis, of more than 10% of the price or volume from the original order. In the event that such variations exceed such 10% threshold, Vicwest reserves the right to consider the order as cancelled by the Buyer and may charge a cancellation fee of up to 50% of such order.
- The Buyer shall be responsible to Vicwest for ensuring the accuracy of the information in the Vicwest Order Acknowledgement, and for giving Vicwest any further necessary information relating to the Products within a sufficient time to enable Vicwest to perform the Contract in accordance with its terms. Vicwest reserves the right to make any changes in the specification of the products which are required to conform to any applicable safety or other statutory requirements or which do not materially affect their quality or performance.
- Vicwest will confirm an order’s anticipated ship date in writing prior to manufacturing. Buyer-initiated shipment delays beyond two business days of the acknowledged ship date may result in Buyer’s order being rescheduled with the current production lead time for the products ordered and Buyer’s order being shipped Best Way by Vicwest at Buyer’s expense, or Buyer’s order being stored at Buyer’s expense.
- 不适用,省的居民bec to which the Consumer Protection Act (Québec) applies :Vicwest is not responsible for on-site storage at premises other than at Vicwest’s premises prior to delivery to carrier, or for any damages resulting from improper storage or partial or incomplete installation for any reason whatsoever. Buyer may be charged a storage fee for any product that has not been shipped due to Buyer’s acts or failure to act within 30 days of manufacture. Vicwest reserves the right to treat such product as abandoned, or to resell or dispose of same and Buyer shall be responsible for the balance of the purchase price therefore net of resale or scrap proceeds.
不适用,省的居民bec to which the Consumer Protection Act (Québec) applies :Buyer shall further be responsible for applicable storage fees and costs of sale.
- 所有索赔关于丢失,损坏或延迟ments should be reported to the common carrier involved. The settlement of such claims is between the Buyer and the common carrier. Claims for short shipments should be reported to Vicwest in writing immediately.
- Any anomalies with the shipping and order must be communicated to Vicwest in writing as soon as discovered. Such reporting is for informational purposes only and does not constitute any liability on the part of Vicwest.
- Delivery and Freight; Risk of Loss.
- Delivery to the carrier at point of shipment shall constitute delivery to the Buyer and the Buyer shall assume all risk for subsequent loss or damage. Shipments will be made “freight collect” or “bill 3rd party”, with instructions to the carrier to send freight bills to the Buyer at its main office. The carrier will be instructed to notify Buyer 24 hours prior to delivery, unless otherwise directed. Vicwest cannot guarantee delivery by a common carrier on any specific date. Buyer is responsible for the validation of all freight rates.
- For international shipments, Vicwest will notify the Buyer of the shipment from its plant and shall communicate the details of such shipment as communicated by the carrier to Vicwest.
- Delivery dates are estimates only and Vicwest makes no guarantee with respect to same. Vicwest will use reasonable efforts to ship promptly, but will not be liable in any manner for delays or inability to ship for any reason.
- Buyer is solely responsible for any and all actual costs and changes in cost of freight whether or not stated in the product quotation or acknowledgement. Risk of loss to product transfers to Buyer upon Vicwest’s delivery of product to the carrier at the point of shipment, as does the obligation to insure product. Title passes only upon Buyer’s payment in full for the product.
不适用,省的居民bec to which the Consumer Protection Act (Québec) applies :Paragraph 6 (d) above will apply regardless of any previous estimates.
- 不适用于消费者保护法（魁北克）适用的魁北克省（Québec）：行动和责任的限制;抵消。Any cause of action arising out of, or in any way connected with, the products or services furnished by Vicwest must be brought by Buyer within one year from the date of delivery of the products.Under no circumstances will Vicwest’s liability exceed the purchase price paid to Vicwest for such products. In no event shall Vicwest be liable for any special, incidental or consequential damages, including overhead or lost profits, cost of substitute equipment, facilities or services or business interruption, claims of third parties or cost of repair or replacing other property even if the remedy is determined to have failed of its essential purpose, or for liquidated damages, acceleration or financing costs, mobilization, overhead or damages resulting from delays of any kind whether or not the fault of Vicwest。由于买方就有缺陷产品或任何其他违反合同的任何其他违约，买方不得有权拒绝扣缴与vicwest的任何金额支付任何金属支付的任何金属支付的金额，也不得拒绝任何应付任何金额的买方出发根据凭借vicwest欠的任何款项的合同。
- 不适用于消费者保护法案（Québec）适用的Québec居民：有限保修。No warranty is provided in connection with this sale unless Vicwest otherwise agrees in writing at the time of entry into the Contract and/or if Vicwest includes a Limited Warranty in any Contract submittal package provided to Buyer. In each such case, the warranty so provided shall be limited to the express provisions thereof. Vicwest’s sole obligation in respect of any warranty so provided shall be, at Vicwest’s option, repair or replacement of the defective product. TO THE EXTENT PERMITTED BY LAW, EXCEPT AS SET FORTH IN A FREESTANDING WRITTEN WARRANTY PROVIDED AS DESCRIBED IN THIS SECTION 8 ALL WARRANTIES OR CONDITIONS, STATUTORY OR OTHERWISE, EXPRESS OR IMPLIED, INCLUDING THE适销性保修AND FITNESS FOR A PARTICULAR PURPOSE, AND THE CONDITION OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE ARE HEREBY DISCLAIMED. Any warranty provided will run only to the initial owner of the building in which the Vicwest products are installed.
Weathertight warranties may be available for an additional charge. Meeting Vicwest weathertight eligibility requirements, including utilization of an installer acceptable to Vicwest, is a precondition of issuance of any such weathertight warranty.. No weathertight warranty shall be issued unless specified in Vicwest’s quotation for the project, subject to the above-mentioned eligibility requirements and other terms and condition set forth in the Contract.
- Product Claims.Buyer shall have ten days from receipt of the products by Buyer to inform Vicwest that the products do not conform to Buyer’s specifications or contain material defects; otherwise such goods shall be deemed accepted by Buyer.
- 不适用,省的居民bec to which the Consumer Protection Act (Québec) applies : Disclaimers.VICWEST提供的任何出版物或其他产品的处理或安装产品仅供一般信息目的。买方仍然对所有在Vicwest的房屋和安装的运营商交付后所有处理，包括所有安全程序。Unless otherwise agreed in a writing signed by an officer of Vicwest, Vicwest does not assure compliance with plans or specifications provided by Buyer, Buyer’s agent or any third party whatsoever, and it remains the responsibility of the Buyer (or its consultants) to confirm compliance of the product with applicable local, state and national codes and other laws or regulations and Buyer’s building permit.
不适用,省的居民bec to which the Consumer Protection Act (Québec) applies :Vicwest或其员工或代理商或其员工或代理商提供的任何建议或推荐，以储存，申请，安装或使用储存，申请，安装或使用vicwest在vicwest上尚未确认，或完全遵守the Buyer’s own risk, and accordingly Vicwest shall not be liable for any such advice or recommendation which is not so confirmed. Buyer acknowledges and agrees that any shop drawings prepared by Vicwest are solely for the purpose of finalizing Vicwest’s bill of materials and are not for reliance by Buyer or any installer.
- Specifications and Indemnity.产品的规范和设计（包括其中的版权，设计权利或其他知识产权）应是Vicwest或其许可方的财产。如果买方由买方提供任何设计或规格，则由VICWEST的顺序提供，那么买方保证使用这些设计或规格的制造，加工组装或产品的规格，不得侵犯任何权利任何第三方。如果要制造产品，或者任何方法都是由VICWEST应用于产品的，按照买方提交的规范，买方应当赔偿vicwest，以防止反对或产生的所有损失，损害，成本和费用Vicwest (including reasonable attorney’s fees) in connection with or paid or agreed to be paid by Vicwest in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results from Vicwest’s use of the Buyer’s specification.
- Export Terms.出口产品提供专业在哪里visions of this Section 12 shall (subject to any special terms agreed in writing between the Buyer and Vicwest) apply notwithstanding any other provision of these Terms and Conditions. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the products into the country of destination and the exportation from the country of manufacture and for the payment of any duties or taxes thereon. The Buyer shall be entitled to attend the testing and inspection of the products by Vicwest at Vicwest’s premises before transportation. Vicwest shall have no liability for any claim in respect of any defect in the products which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
- Indemnification.To the maximum extent allowed by law, Buyer shall defend and indemnify Vicwest and its employees and agents against all sums, costs, and liabilities, losses, obligations, suits, actions, damages, penalties, fines, interest and other expenses (including investigation expenses and attorneys’ fees) that Vicwest may incur or be obligated to pay as a result of (i) Buyer’s negligence, use, ownership, maintenance, transfer, transportation or disposal of products; (ii) any infringement or alleged infringement of the industrial and intellectual property rights of others arising from Buyer’s plans, specifications (including Buyer’s trademarks and brand names) or production of the products ordered by Buyer; (iii) Buyer’s violation or alleged violation of any federal, state, county or local laws or regulation, including, the laws and regulations governing product safety labeling, packaging and labor practices; and (iv) Buyer’s breach of the Contract.
- Termination.Vicwest may cancel all Contracts with Buyer, by written notice if (a) Buyer becomes insolvent or makes a general assignment for the benefit of creditors, (b) a petition is filed or proceedings are commenced against Buyer under any bankruptcy or similar laws, or (c) Buyer defaults in the performance of any of its obligations under any Contract between Buyer and Vicwest (including failure to pay the purchase price when due), and Vicwest reserves all rights with respect to same. In such event, Vicwest may apply any payment made by the Buyer to any Contract between the Buyer and Vicwest) as Vicwest may think fit (notwithstanding any purported application by the Buyer).
- Confidential Information.该产品利用专利，商业秘密和/或其他形式的法律保护保护Vicwest的专有设计和信息。买方同意，除了与合同所涵盖的产品的使用，任何开发，技术，信息，数据，设计外，它都不会披露或用于其自身的利益, devices, specifications, drawings, trade secrets or other information pertaining to the Contract, the goods covered thereby, or Vicwest’s methods or manufacturing processes which have been or may be disclosed or furnished by Vicwest to Buyer. Unless otherwise agreed to in writing, Vicwest retains for itself all proprietary rights in and to all engineering designs, manufacturing details, tooling and data related to the products that it manufactures.
- 税收。Buyer agrees to provide Vicwest with documentary evidence of its assigned tax exemption number, if applicable, and agrees to pay all applicable sales, GST, HST, QST, VAT, revenue, use, excise, value added or other taxes or custom duties or fees arising from the sale by Vicwest to Buyer in addition to the purchase price.
- Security Interest.买家特此授予Vicwest对产品的安全兴趣（以及由此实现的任何和所有收益）作为购买者在这里的所有义务的表现的安全性，无责任，无责任，在有或没有通知的情况下收回产品违约违约的事件。买方特此同意由Vicwest的任何融资陈述的威斯韦斯特的申请，以便完善和保护特此授予Vicwest的安全利益。
- 买家提供的材料。Buyer-supplied material requires prior approval/testing from Vicwest’s Quality Control Department. Buyer-supplied material must be individually marked with a return material authorization number obtained from Vicwest’s Customer Service Department. All shipments must be made freight prepaid. Buyer-supplied material will be incorporated at Buyer’s own risk and Vicwest assumes no responsibility for the performance of Buyer-supplied material. Any overage of Buyer-supplied material will be scrapped unless Vicwest agrees otherwise at the time of order placement.
- Force Majeure.Vicwest不承担责任或负责延迟或failure to perform any of its obligations occasioned by any causes beyond Vicwest’s reasonable control, including labor disputes, fires, weather conditions (including hurricanes, tornadoes, snow and/or ice storms or wildfires), terrorist acts, earthquakes, floods, declared or undeclared war, epidemics, computer malfunctions, civil unrest, riots, lack of or delay in supply of energy or fuel, other supplies or raw materials, delay in transportation, governmental, regulatory or legal action or act of God.
- Building Components.有些人可能会对各种建筑材料的组成部分经验或索取过敏性或医学反应。Vicwest不保证其产品中使用的材料免于对用户或乘客的任何可能毒性，因此，对其产生的任何问题都不承担任何责任。
- Assignment; Terms and Conditions of Resale.No assignment of the Contract is permitted without the prior written consent of Vicwest. Buyer acknowledges that it will be bound by these Terms and Conditions of Sale regardless of the terms and conditions of its agreement with respect to sale of this product to any third party. Buyer acknowledges that payment terms, including so called “pay when paid” terms in its sales documentation with third parties shall in no event be deemed to modify the net 30 payment terms set forth above.
- Waiver.Failure of Vicwest to insist upon strict performance of any of the terms on this order shall not constitute a waiver of such terms and conditions or a waiver of any default. No waiver by Vicwest of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
- 可分割性。In case any one or more of the provisions or parts of a provision contained herein are, for any reason, held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or part of a provision hereof or any other jurisdiction, but these Terms and Conditions will be reformed and construed in any such jurisdiction as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provision or part will be reformed so that it would be valid, legal and enforceable to the maximum extent permitted in such jurisdiction.
- 不适用,省的居民bec to which the Consumer Protection Act (Québec) applies : Choice of Laws; Expenses.All orders shall be construed and the rights of the parties interpreted in accordance with the laws of the Province of Ontario without regard to the conflicts of law thereof. The parties exclude the application of the U.N. Convention on Contracts for the International Sales of Good, the International Sale of Goods Act and the Provincial Sale of Goods legislation. Vicwest shall be entitled to recover from Buyer all of its costs and expenses (including legal fees) in enforcing its rights under this Agreement.
- 不适用,省的居民bec to which the Consumer Protection Act (Québec) applies : Dispute Resolution.与合同产生的任何争议，包括但不限于合同的存在或形成合同（“争议”），首先是对每个缔约方的高级代表才能致力于诚信致力于解决争议。如果在向他们转介的十四（14）天内的十四（14）天内的那种高级代表不能解决争议，那么任一方面有权根据果酱程序将争议提交给调解。中调解进程将由一方于另一方进行，以书面向另一方进行，即该问题将被称为调解（“调解通知”），但在当事方无法就选选择达成协议在调解通知的七（7）天内七（7）天内，各方应接受由果酱提名的调解员。各方应在调解方面承担自己的成本。如果争议仍未解决，在调解通知日期后六十（60）天仍未解决，则争议应按贸易法委员会规则缩写并最终通过仲裁（仲裁）提交，并认为该规则被视为纳入该规则参考本条27.本文本文均不得防止任何一方在法院寻求禁令或其他公平的救济，以保护或执行其法律权利。
- 语言。The parties acknowledge that they have requested that these terms and conditions and all documents relating hereto be drawn up in the English language, and the English language shall prevail. Les parties reconnaissent qu’elles ont exigés que les présentes conditions de ventes et tous documents qui y sont afférents soient rédigés en langue anglaise et le langue anglaise prédominera.
- Integration; Headings; Notice; Interpretation.The parties have not relied on any statement, representation, warranty or agreement of the other party or of any other person on such party’s behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in the Contract. These Terms and Conditions and the related Order Acknowledgement are final, complete and exclusive statement of the agreement between Vicwest and Buyer as to its subject matter; all prior communications between Vicwest and Buyer regarding the subject matter of the Contract are merged into and extinguished by this document. No course of prior dealing between the parties and no usage of the trade shall be relevant to supplement or explain any term used in the agreement. All Section headings contained in the Contract are for reference purposes only and shall not in any way affect the meaning or interpretation of the Contract. All references to “includes,” and “including” contained herein shall mean “including but not limited to.” Any notice required to be given under the Contract shall be in writing. Placing an order constitutes acceptance of these Terms and Conditions even if they are not countersigned by Buyer.