1. ENTIRE AGREEMENT: These Terms and Conditions of Sale, which are incorporated herein by reference, are between Supply A.N.D. Services INC., its subsidiaries, affiliates, divisions, successors and assigns (collectively, “Supply A.N.D. Services”) and Buyer, and form the entire agreement between Supply A.N.D. Services and Buyer and apply to all transactions between Supply A.N.D. Services and Buyer unless otherwise specifically agreed to in writing. Buyer acknowledges that standard business forms of Buyer, including purchase orders and requests for proposal may be used in the ordinary course of business between Supply A.N.D. Services and Buyer, but that such standard business forms will only be used to define the description, quantity, price and destination of goods to be sold, supplied or delivered by Supply A.N.D. Services to Buyer. All prior oral or written agreements, including but not limited to Buyer’s purchase order, which are different from or purport to be in addition to these Terms and Conditions of Sale are not applicable and are not binding on Supply A.N.D. Services. Buyer will be deemed to have accepted these Terms and Conditions of Sale if any goods or services are sold, supplied or delivered by Supply A.N.D. Services to Buyer or an invoice is delivered by Supply A.N.D. Services to Buyer in respect of such goods or services.
  2. INDEMNIFICATION: Buyer shall indemnify, hold harmless and defend Supply A.N.D. Services and its employees, officers, directors, agents, and suppliers from and against any action, cause of action, judgment or claim for damages to property, environmental damages, bodily injuries including loss of life, or liability of any nature (including the violation of any applicable laws or regulations in connection with the sale, transportation, installation, use or repair of the goods sold, supplied or delivered by Supply A.N.D. Services), costs, or expenses (including reasonable legal fees to the extent caused by the negligent act or omission) or willful misconduct of or breach of these Terms and Conditions of Sale by Buyer.
  3. BUYER RESPONSIBILITIES: Buyer acknowledges that some of the goods offered by Supply A.N.D. Services have ability to cause severe bodily harm, including but not limited to loss of life, if not transported, installed, used or repaired in compliance with all applicable manufacturer directions and applicable laws and regulations, including as required, the installation by a licensed journeyman. Supply A.N.D. Services assigns to the Buyer the absolute responsibility of ensuring that all goods sold, supplied or delivered by Supply A.N.D. Services are installed, used or repaired in compliance with all applicable manufacturer directions and applicable laws and regulations, including as required, the installation by a licensed journeyman. Buyer accepts the absolute responsibility of ensuring that all goods sold, supplied, and delivered by Supply A.N.D. Services are transported, installed, used or repaired in compliance with all applicable manufacturer directions and applicable laws or regulations, including, as required, the installation by a licensed journeyman. Furthermore, Buyer agrees that the failure to comply with any applicable manufacturer directions or applicable laws or regulations, including as required, the installation by a licensed journeyman, will be considered to be a willful misconduct of or breach of these Terms and Conditions of Sale by Buyer.
  4. RIGHTS RETAINED: Supply A.N.D. Services will under no circumstance willingly sell, supply, or deliver any products, goods, or services to any Buyer if there is any knowledge, or suspicion that the Buyer has not followed or is intending to not follow these Terms and Conditions of Sale. Supply A.N.D. Services retains at its sole discretion the right to refuse service to any Buyer if there is any knowledge or suspicion that the Buyer has not been following or is intending to not follow these Terms and Conditions of Sale. Furthermore, Supply A.N.D. Services retains the right to request installer trade certificates, licensing documentation, trade references, financial statements, and personal identification from the Buyer before any products, goods, or services are sold, supplied or delivered to Buyer. Supply A.N.D. Services retains at its sole discretion the right to cancel any order at any time if the Buyer is unable to provide the necessary trade certificates, licensing documentation, trade references, financial statements, or personal identification requested.
  5. EXCLUSION OF WARRANTY AND LIMITATION OF LIABILITY: Supply A.N.D. Services warrants only its title to goods sold, supplied or delivered to Buyer. All other warranties are those of the relevant manufacturer or third-party installation contractors. Supply A.N.D. Services assigns to Buyer any warranty provided by its suppliers, by the manufacturer, and if applicable, any third-party installation contractors. Buyer waives any right to legal action against Supply A.N.D. Services for damages caused by the goods sold, supplied or delivered by Supply A.N.D. Services, which includes and not limited to environmental damages, property damage, and all physical injuries including loss of life. Any warranty is void if there has been misuse, accident, modifications, unsuitable physical or operating environment, improper maintenance, improper storage, or improper installation, including but not limited to applicable manufacturer directions and applicable laws or regulations, including as required, the installation by a licensed journeyman. Buyer’s sole and exclusive remedy will be the repair, replacement or refund of the purchase price paid for product returned during the relevant manufacturer’s or installation contractor warranty period. Supply A.N.D. Services DISCLAIMS ALL OTHER EXPRESSED OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. Supply A.N.D. Services WILL NOT, IN ANY CIRCUMSTANCES, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, LIQUIDATED OR CONSEQUENTIAL DAMAGES SUFFERED BY BUYER AND IN NO EVENT WILL SUPPLY A.N.D. SERVICES’S LIABILITY, IF ANY, EXCEED THE NET SALES PRICE OF THE GOODS SOLD, SUPPLIED OR DELIVERED TO BUYER.
  6. PRICE: All prices are subject to change unless otherwise noted on Supply A.N.D. Services’s quotation. Buyer will be invoiced at prices in effect at the time of purchase. All taxes, transportation costs, duties and other charges are in addition to quoted prices unless otherwise specified, such as free shipping. Buyer is responsible for all import taxes and duties when placing an international order.
  7. ACCEPTANCE OF ORDERS: All orders are subject to acceptance by Supply A.N.D. Services. Acceptance is contingent on adequate supply and, if applicable, proof of licensing or trade certificates, trade references, financial statements or credit approval of Buyer.
  8. CANCELLATION: Buyer may not cancel, change or modify an order without the written consent of Supply A.N.D. Services and payment by Buyer of all applicable cancellation or re-stocking fees. Some products, goods, or services that are sold, supplied or delivered, such as special-order items, may not be cancelled or returned and no refunds will be issued. Supply A.N.D. Services will inform Buyer of such purchase conditions before the acceptance of the order.
  9. PAYMENT: Supply A.N.D. Services accepts payments by most major credit cards, such as Visa, Mastercard, American Express, and Discover, as well as wire transfers, checks, PayPal and e-transfers. Unless otherwise arranged, the Buyer must complete payment in full before Supply A.N.D. Services will release products or goods purchased by Buyer. All payments are to be made payable to Supply A.N.D. Services. To help prevent fraud, Supply A.N.D. Services may, at its sole direction, request and require photo identification from Buyer on any purchase. Supply A.N.D. Services will require photo identification to be provided on all purchases totaling ten-thousand (10,000) Canadian dollars or larger, on all international purchases totaling five-thousand (5,000) Canadian dollars or larger, or if there is any suspicion of fraud. If Buyer elects to make payment via a wire transfer, Buyer should contact Supply A.N.D. Services to receive necessary banking and payment instructions. If Buyer elects to make payment via a check, the check must first clear before Supply A.N.D. Services will release products or goods purchased by Buyer. All payments made via PayPal or e-transfer are to be sent to sales@supplynserve.com. It is the Buyer’s responsibility to specify the invoice number of the invoice being paid. Failure to do so, may result in order processing delays.
  10. SHIPMENT: Supply A.N.D. Services generally offers international shipping on all products and goods and free Canada-wide ground shipping. Supply A.N.D. Services retains the right to charge or not charge a fee for shipping and handling at its sole discretion. Furthermore, the cost of any expedited deliveries, special packaging or handling costs, or other expense caused by Buyer’s requirements or requests will be added to the amount of Buyer’s order. If Buyer causes or requests a delay of shipment, or if Supply A.N.D. Services ships or delivers an order erroneously as a result of inaccurate, incomplete or
    misleading information supplied by Buyer or its agents or employees, all storage, additional costs, risk, or any applicable restocking fees will be borne by Buyer. Buyer understands and accepts that Supply A.N.D. Services is generally able to provide tracking numbers on shipments, however, in order to provide customers with superior customer service, such as fast and efficient shipping, some orders are couriered directly from manufacturer or supplier
    facilities and tracking details are not always available. Please refer to https://supplynserve.com/shipping-policy/ for further information regarding Supply A.N.D. Services’s Shipping Policy.
  11. DELIVERY: Delivery to the job site or other location indicated by Buyer constitutes delivery to Buyer, regardless of whether Buyer or Buyer’s agent or representative is at such location at the time of delivery or signs a delivery receipt. Supply A.N.D. Services may choose to offer local pick up of products and goods purchased. If Buyer elects to do a local pick up, delivery of products or goods purchased will be considered complete if either Buyer or Buyer’s agent or representative signs off on receiving the purchased products or goods or if Buyer or Buyer’s agent or representative physically receives the purchased products or goods. Supply A.N.D. Services takes no liability or responsibility in the transportation of products and goods between local pickup facilities and Buyer method of transport (such as a truck or vehicle). Supply A.N.D. Services will make a reasonable effort to complete the delivery of all goods ordered by Buyer as indicated by Buyer; provided, however, that Supply A.N.D. Services assumes no responsibility or liability and will not accept any back charge for any loss or damage due to delay or inability to deliver, whether or not such loss or damage was made known to Supply A.N.D. Services, including but not limited to as a result of Supply A.N.D. Services non-performance caused by an act of God, war, labor dispute, civil unrest, accident, inability to obtain products or materials, delays of carriers, contractors, manufacturers or suppliers or any other causes of any kind which is beyond the control of Supply A.N.D. Services. Inability to deliver products or goods to specified delivery address due to Buyer unwillingness or inability to pay import taxes or duties does not constitute a failure of delivery by Supply A.N.D. Services. If Buyer is unwilling or unable to pay required import taxes or duties, the delivery will be considered to be complete whether or not the products or goods have been delivered to the specified address.
  12. INSPECTION AND ACCEPTANCE: Buyer shall examine all goods upon receipt and prior to installation. All claims for damage, shortage, errors in shipment or improper delivery must be made to Supply A.N.D. Services in writing within three (3) business days of delivery, after which date Buyer will be deemed to have irrevocably accepted the goods, if not previously accepted, and will have no right to reject the goods or to revoke acceptance. Buyer must make any claims for billing errors or adjustments to Supply A.N.D. Services in writing within five (5) business days from the invoice date. Claims not sent in writing within such period of time will be waived by Buyer.
  13. BACK ORDERS: Items which are not shipped are back-ordered for future shipment unless Buyer cancels its order in accordance with these Terms and Conditions of Sale.
  14. RETURNS, REFUNDS AND EXCHANGES: Buyer may return or exchange any products or goods purchased from Supply A.N.D. Services which are not special-order items if: (i) if in compliance with Supply A.N.D. Services’s Return and Refund Policy; (ii) is in new condition, suitable for resale in its undamaged original packaging and with all original parts; and (iii) has not been used, installed, modified, rebuilt, reconditioned, repaired, altered or damaged.Please refer to https://supplynserve.com/return-and-refund-policy/ for further information regarding Supply A.N.D. Services’s Return and Refund Policy.
  15. DEFAULT: If Buyer is in default of these Terms and Conditions of Sale, Supply A.N.D. Services may, at its discretion, cancel any undelivered portion of any order to which these Terms and Conditions of Sale apply and/or exercise any right or remedy which may be available to it at law. Buyer will be in default under these Terms and Conditions of Sale if: (a) the Buyer fails to perform any covenant, term or condition contained herein or breaches any representation or warranty given by Buyer to Supply A.N.D. Services; (b) Buyer fails to provide proof of trade certificates, licensing documentation, trade references, financial statements, or personal identification as required by Supply A.N.D. Services; (c) Buyer fails to comply with applicable manufacturer directions or applicable laws and regulations, including as required, the installation by a licensed journeyman.
  16. SEVERABILITY: These Terms and Conditions of Sale will be construed as if prepared jointly by the parties hereto and any uncertainty or ambiguity will not be interpreted against any one party. If any of the provisions contained in these Terms and Conditions of Sale are held to be unenforceable then such provision will be given effect in such reduced form as may be decided by a court of competent jurisdiction; provided, however, that if any provision should be declared unenforceable or invalid for any reason, such unenforceable or invalid provisions will be severed from the remainder of these Terms and Conditions of Sale without affecting the enforceability or validity of the remaining provisions.
  17. NON-WAIVER: The failure of Supply A.N.D. Services to insist upon the strict performance of any of these Terms and Conditions of Sale will not be deemed to be a waiver of any of the right or remedies of Supply A.N.D. Services, nor of its right to insist upon strict performance of such term or of any other term in the future. No waiver of any of these Terms and Conditions of Sale will be valid unless in writing signed by Supply A.N.D. Services.
  18. GOVERNING LAW: These Terms and Conditions of Sale are governed by the laws of the province of Ontario and the federal laws of Canada applicable therein without regard to conflict of law provisions and Buyer hereby irrevocably attorns to the jurisdiction of the courts of such province. All actions, regardless of form, arising out of or related to a transaction governed by these Terms and Conditions of Sale must be brought against Supply A.N.D. Services within the applicable statutory period, but in no event more than one (1) year after the date of the relevant invoice.
  19. LANGUAGE: Every inscription on goods sold by Supply A.N.D. Services to Buyer will be set out in (i) French or (ii) English and French, with the French version being equally as prominent as the English (except that recognized English trademarks and the English names of corporations established exclusively in a jurisdiction outside of the province of Québec may appear on such inscription in English only). For the purposes of this requirement, “inscription” includes any text, inscription or label on any container or wrapping and any document or object supplied with any goods or which is related to its marketing, including brochures, catalogues, directions for use and warranty certificates. Inscriptions which are engraved, baked, inlaid, riveted, welded or embossed in a permanent manner do not have to be in French unless the inscription concerns safety, in which case it must be written in French and appear on the goods or a French version must accompany the goods in a permanent manner.