Terms & Conditions
Unless otherwise expressly provided with respect to a particular sale, all sales of products of Arbell International Corporation ("ARBELL") are made in accordance with and subject to the following terms and conditions:
1. PRICES - Prices for all products will be as stated in the standard price list in effect at the time ARBELL accepts the purchase order or as specified in an authorized ARBELL written quotation in effect at the time of acceptance by ARBELL of a conforming order. Prices published by ARBELL or quoted by ARBELL representatives are subject to change without notice. Written quotations expire automatically 30 days from the date issued and are subject to change or termination by notice during that period. All prices are subject to adjustment on account of specifications, quantities, or other terms and conditions which are not part of the original price quotation. Unless otherwise stated all pricing is in CDN Funds.
2. TAXES AND OTHER CHARGES - Prices are do not include any, sales, use, and other taxes imposed by any federal, Provincial, municipal and other governmental authority, and all transportation and insurance charges, all of which taxes and charges shall be paid by the purchaser. The purchaser is responsible for obtaining and providing to ARBELL any certificate of exemption or similar document required exempting any sales from sales tax, use tax, or similar tax liability. Unless otherwise agreed to by Seller, all prices are FOB shipping point and prices do not include freight/handling charges and insurance charges.
3. TERMS OF PAYMENT - If the purchaser establishes and maintains open account credit with ARBELL, payments shall be due within 30 days after the date of shipment. If credit is not established or maintained, terms shall be net cash on or prior to the date of shipment. ARBELL reserves the right, in its sole discretion, at any time to revoke any credit previously extended. Overdue payments shall be subject to finance charges computed at a periodic rate of 1.5% per month or the maximum rate allowed by law, whichever is less. Amounts owed by the purchaser with respect to which there is no dispute shall be paid without set-off for any amounts which the purchaser may claim are owed by ARBELL and regardless of any other controversies which may exist. Purchaser indemnifies ARBELL against all costs of collection, including reasonable attorneys' fees.
4. DELIVERY AND SHIPMENT - All sales are F.O.B. ARBELL'S warehouse and all products shall be deemed delivered when placed in the possession of a carrier for delivery to the purchaser. Unless specific instructions to the contrary are supplied by the purchaser, methods and routes of shipment will be selected by ARBELL but ARBELL will not assume any liability in connection with shipment nor constitute any carrier as its agent. All shipments will be insured at "standard carrier insurance rates" unless otherwise requested by the customer at the purchaser's expense and made at the purchaser's risk, and the purchaser shall be responsible for making all claims with carriers, insurers, warehousemen and others for missed delivery, non delivery, loss, damage or delay. ARBELL reserves the right to ship the products covered by a given purchase order by means of several partial shipments. ARBELL may withhold or suspend in whole or in part shipment of products in the event that the purchaser fails to pay when due invoices for products shipped or otherwise fails to perform any of its obligations to ARBELL.
5. TITLE AND RISK OF LOSS - Subject to paragraph 6 and to ARBELL'S right to stop delivery of products in transit, for failure of payment, title to and risk of loss for products shall pass to the purchaser upon the earlier of delivery to the purchaser or to a carrier for shipment to the purchaser.
6. SECURITY INTEREST - ARBELL reserves and the Purchaser grants to ARBELL a security interest in all products sold (and all proceeds thereof) to secure the full payment and performance by the purchaser of its liabilities and obligations to ARBELL. The purchaser acknowledges that copies of this document may be filed with the appropriate authorities as a financing statement and agrees to execute and deliver such other documents as ARBELL may request in order to perfect its security interest.
7. CANCELLATIONS AND CHANGES - Orders which have been accepted may be cancelled, revised or rescheduled only with ARBELL'S prior written consent and upon terms that will fully indemnify ARBELL against loss. Furthermore, orders cancelled or revised after the product has been ordered are subject to a minimum 10% restocking fee except for Arlink products which will be 25%, whether or not the product has been shipped. A minimum restocking charge equal to 10% of the purchase price will be placed on all returned products except for Arlink products which will be 25%. In no event may products be returned to ARBELL unless (i) such products are in merchantable condition and are free from defects or damage, (ii) such products have been purchased from ARBELL within 30 days prior to their return (iii), the purchaser has obtained a prior written return authorization from ARBELL, and (iv) such products are returned to ARBELL, transportation and insurance charges prepaid. Obsolete, specially made or special ordered items cannot be returned for credit unless approved by the manufacturer, and are subject to a restocking fee to be determined by the manufacturer.
8. NON-WARRANTY RETURNS – Except for products being returned under a warranty claim, in no event may products be returned to Seller unless (i) such products are in new, unused, merchantable condition and free from defects or damage, (ii) such products have been purchased from Seller within 90 days of their return, (iii) the Buyer has obtained a prior written return authorization from Seller, and (iv) such products are returned to Seller transportation, and insurance charges prepaid. Obsolete and custom product, including custom-built, non-catalogue/price list, custom painted/finished or specialty purchased items, cannot be returned for credit. A restocking charge will be charged on all other returned product.
9. INSTALLATION - Unless otherwise specified, ARBELL assumes no obligation to install any products sold or to place any products in working order at the purchaser's premises.
10. SPECIFICATIONS - All products are subject to the manufacturer's standard tolerances for specifications. ARBELL reserves the right to make substitutions and modifications in the specifications of any products provided that such substitutions or modifications do not materially adversely affect the performance of the products for the purposes for which they can be used.
11. EXCUSABLE DELAY - ARBELL shall not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond ARBELL'S control, including, without limitation, acts of nature, unavailability of supplies or sources of energy, riots, wars, fires, floods, epidemics, lockouts, strikes and slowdowns, delays in delivery by suppliers, or acts or omissions of the purchaser. The purchaser shall be liable for all third party costs and expenses incurred by ARBELL in holding or storing products for the purchaser or at the purchaser's request.
12. ASSIGNMENT - The purchaser shall not delegate any duties nor assign any rights or claims under this document without ARBELL'S prior written consent, and any such attempted delegation or assignment shall be void.
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