 |
 |
 |
Send an email to seals@hallite.ca to join our mailing list. You will receive our Hallite Seals Canada newsletter with updates on new products, range extensions, events and promotions. Please include your name and company information. |
 |
About Us |
|
Materials |
|
Applications |
|
Product Information |
|
Design Information |
|
Custom Seals |
|
Machined Seals |
|
Contact Us |
Hallite Seals (Canada) Ltd. Terms
and Conditions
1. ENTIRE AGREEMENT/ORDERS. No order for Hallite Seals (Canada) Ltd.
("Hallite") goods shall be binding upon Hallite until acknowledged in
writing by Hallite. All orders and
acknowledgements are conditioned on credit screening and approval. Hallite's acknowledgement and these Terms and
Conditions constitute the entire agreement between Hallite and Purchaser. Any purchase order, offer or counter-offer
made by Purchaser before or after Hallite's acknowledgement is rejected. For example, orders submitted on Purchaser's
own purchase order forms modifying, adding to, contrary to, or inconsistent
with these Terms and Conditions are
expressly rejected and of no force or effect.
In no event will Hallite be deemed to have in any way changed, enlarged
or modified its liabilities or obligations as fixed by these Terms and Conditions
including, without limitation, situations in which Hallite satisfies an order
submitted on Purchaser's own purchase order form.
Purchaser shall have been deemed to agree to these Terms and Conditions upon payment of any related invoice submitted by Hallite, acceptance of delivery of Hallite goods or failing to expressly notify Hallite in writing within five (5) days of receipt of Hallite's acknowledgement of any objections it may have to these Terms and Conditions..
No acknowledgement by Hallite and no provision of Hallite's Terms and Conditions shall be subject to change in any manner except as agreed to in writing by an officer of Hallite.
Purchaser shall have been deemed to agree to these Terms and Conditions upon payment of any related invoice submitted by Hallite, acceptance of delivery of Hallite goods or failing to expressly notify Hallite in writing within five (5) days of receipt of Hallite's acknowledgement of any objections it may have to these Terms and Conditions..
No acknowledgement by Hallite and no provision of Hallite's Terms and Conditions shall be subject to change in any manner except as agreed to in writing by an officer of Hallite.
2. PRICES.
All prices are subject to change without notice and quoted in
Canadian dollars unless otherwise noted.
Written quotations expire thirty (30) calendar days from the date of
quotation unless specified otherwise.
Prices do not include Goods and Service Tax, Provincial Sales Tax or any
other government taxes or charges. All
taxes and other governmental charges upon the production, manufacture,
distribution, sale or use of the goods to the extent required or not forbidden
by law to be collected by Hallite from Purchaser, shall be paid by Purchaser to
Hallite unless Purchaser furnishes Hallite with exemption certificates
acceptable to the relevant taxing authorities.
Typographical and/or clerical errors made by Hallite are subject to
correction.
3. TERMS OF PAYMENT. For all purchases not made on account,
payment shall be made by cash or credit card, authorization of which is
required before the order will be processed.
Invoices are net thirty (30) days from the date of invoice unless
specified otherwise and approved in writing by Hallite. Past due accounts will bear interest at the
rate of 2% per month of the invoiced amount.
All invoices are payable in Canadian dollars, unless specified otherwise
and approved. Acceptance of bank drafts,
checks or other form of payment shall be subject to immediate collection of the
full face amount thereof. Hallite may,
at its discretion, impose a transaction fee on payments processed via wire
transfer or by Letter of Credit.
Hallite reserves the right at any time and in its sole discretion to demand full or partial payment before proceeding with a contract of sale. If delivery is delayed or deferred by Purchaser beyond the scheduled date, payment shall be due in full when Hallite is prepared to deliver. The goods may thereafter, at Hallite's option, be stored at the risk and expense of Purchaser. If Purchaser defaults when any payment is due, the whole contract price shall become due and payable upon demand or Hallite, at its option, without prejudice to other lawful remedies, may defer delivery or cancel the contract.
Hallite reserves the right at any time and in its sole discretion to demand full or partial payment before proceeding with a contract of sale. If delivery is delayed or deferred by Purchaser beyond the scheduled date, payment shall be due in full when Hallite is prepared to deliver. The goods may thereafter, at Hallite's option, be stored at the risk and expense of Purchaser. If Purchaser defaults when any payment is due, the whole contract price shall become due and payable upon demand or Hallite, at its option, without prejudice to other lawful remedies, may defer delivery or cancel the contract.
4. DELIVERY.
Hallite shall not be liable for any damage as a result of any
non-delivery or delay due to any cause beyond Hallite's reasonable control,
including, without limitation, an act of God; act of Purchaser; embargo; other
government act, regulation or request; fire; accident; strike; war; boycott;
slowdown; riot; or delay in transportation or inability to obtain necessary
labor, materials, or manufacturing facilities.
In the event of any such delay, the date of delivery, at Hallite's
option, shall be extended for a period equal to the time lost by reasons of the
delay.
5. SHIPMENT/RISK OF LOSS. All shipments are subject to an overrun
or shortage of 10% of the quantity specified.
Unless otherwise noted, all quoted prices and sales of goods are made
FOB point of shipment for all orders unless stated otherwise. Delivery dates given in advance of actual
shipment of goods or performance of services are estimates and shall not be
deemed to represent fixed or guaranteed delivery dates. Method and route of shipment will be at the
discretion of Hallite unless specified otherwise by Purchaser and agreed by
Hallite, and any additional expense of the method or route of shipment
specified by Purchaser shall be borne by Purchaser. Purchaser is responsible for all
import/export licenses, permits, or authorization. Claims for shortage or other errors must be
made in writing to Hallite within five (5) days after receipt of shipment. Failure to give such notice shall constitute
unqualified acceptance and a waiver of all such claims by Purchaser.
To the extent legal title to the goods shall be deemed to pass to Purchaser at the time of delivery and prior to performance of all of Purchaser's obligations, equitable title shall remain in Hallite until payment in full of the purchase price, and Purchaser shall grant and by acceptance of the goods shall deemed to have granted to Hallite a first security interest in all goods to secure payment of the purchase price and all other amounts owed to Hallite.
Hallite reserves the right to make delivery of goods in installments, unless otherwise expressly stipulated in the agreement for sale. Such installments, when separately invoiced, shall be paid for when due per invoice without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Purchaser of its obligations to accept remaining deliveries.
To the extent legal title to the goods shall be deemed to pass to Purchaser at the time of delivery and prior to performance of all of Purchaser's obligations, equitable title shall remain in Hallite until payment in full of the purchase price, and Purchaser shall grant and by acceptance of the goods shall deemed to have granted to Hallite a first security interest in all goods to secure payment of the purchase price and all other amounts owed to Hallite.
Hallite reserves the right to make delivery of goods in installments, unless otherwise expressly stipulated in the agreement for sale. Such installments, when separately invoiced, shall be paid for when due per invoice without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Purchaser of its obligations to accept remaining deliveries.
6. WARRANTY/CLAIMS. Purchaser acknowledges that it has
selected and ordered goods based on its own skill and judgment and agrees that
it is responsible for ensuring that the goods selected are fit for Purchaser's
purpose. Hallite warrants to the
Purchaser only that its goods have been produced in accord with Hallite's
standard practices with regard to materials and workmanship. This warranty is limited to goods that are
used in accordance with published specifications and only for a period of one
year from date of purchase. Hallite
will, subject to the terms of this warranty, replace or repair, at its option,
any defective good. The warranty
period for the repaired or replaced product shall extend after the date of
repair or replacement for a time equal to the original warranty period. No goods are to be returned to Hallite
without prior written consent.
(a) THIS WARRANTY IS IN LIEU OF ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER OBLIGATION ON THE PART OF THE SELLER.
(b) Hallite shall have no obligation under this warranty if damage to the good occurs because of improper handling or operation, modification of the good, abuse, misuse, unauthorized repairs made or attempted and/or where equipment is operated above rated capacity.
(c) No agent, employee or representative of Hallite has authority to bind Hallite to any affirmation, representation or warranty concerning the goods sold.
(d) Upon receipt, Purchaser shall inspect the goods. All notice of claims, including claims for alleged defective goods, must be made within fifteen (15) days after Purchaser learns of facts upon which such claim is based. All notice claims not made in writing and received within the time period specified above shall be deemed waived. If no notice of claim is made within fifteen (15) days, the goods are irrevocably accepted by Purchaser. Purchase agrees that any litigation or arbitration relating to the allegedly defective goods must be commenced within one (1) year after Purchaser's receipt of the goods. Purchaser hereby expressly assumes all liability for all damage and injury occurring before and after said time periods if notice is not made pursuant to this agreement.
(a) THIS WARRANTY IS IN LIEU OF ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER OBLIGATION ON THE PART OF THE SELLER.
(b) Hallite shall have no obligation under this warranty if damage to the good occurs because of improper handling or operation, modification of the good, abuse, misuse, unauthorized repairs made or attempted and/or where equipment is operated above rated capacity.
(c) No agent, employee or representative of Hallite has authority to bind Hallite to any affirmation, representation or warranty concerning the goods sold.
(d) Upon receipt, Purchaser shall inspect the goods. All notice of claims, including claims for alleged defective goods, must be made within fifteen (15) days after Purchaser learns of facts upon which such claim is based. All notice claims not made in writing and received within the time period specified above shall be deemed waived. If no notice of claim is made within fifteen (15) days, the goods are irrevocably accepted by Purchaser. Purchase agrees that any litigation or arbitration relating to the allegedly defective goods must be commenced within one (1) year after Purchaser's receipt of the goods. Purchaser hereby expressly assumes all liability for all damage and injury occurring before and after said time periods if notice is not made pursuant to this agreement.
7. LIMITATION OF LIABILITY/INDEMNITY. Hallite's liability on any claim for loss
or damage arising out of this transaction or from the performance or breach
thereof or connected with any goods or services supplied hereunder, or the
sale, resale, operation or use of goods, whether based on contract, warranty,
tort (including negligence) or other grounds, shall not exceed the price
allocable to such goods or services or part thereof involved in the claim,
regardless of cause or fault. This
limitation of liability reflects a deliberate and bargained-for allocation of
risks between Hallite and Purchaser and constitutes the basis of the parties'
bargain, without which Hallite would not have agreed to the price or terms of
this transaction. Hallite shall not,
under any circumstances, be liable for any labor charges without its prior
written consent.
HALLITE SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Hallite furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject Hallite to any liability, whether based on contract, warranty, tort (including negligence) or other grounds.
In the event Purchaser modifies Hallite goods or incorporates Hallite goods into another product or component part, Purchaser agrees to hold harmless and indemnify Hallite from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify Hallite from any patent or other intellectual property claims related to any Hallite goods made in accordance with Purchaser's designs or specifications.
HALLITE SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Hallite furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject Hallite to any liability, whether based on contract, warranty, tort (including negligence) or other grounds.
In the event Purchaser modifies Hallite goods or incorporates Hallite goods into another product or component part, Purchaser agrees to hold harmless and indemnify Hallite from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify Hallite from any patent or other intellectual property claims related to any Hallite goods made in accordance with Purchaser's designs or specifications.
8. WAIVER AND CHOICE OF LAW. The failure of Hallite to insist in any one
or more instances, upon the performance of any of the Terms and Conditions as
set forth herein or the failure of Hallite to exercise any of its rights
hereunder shall not be construed as a waiver or relinquishment of any such
terms, conditions or rights there under and shall not effect Hallite's right to
insist on strict performance and compliance with regard to any future
performance of these Terms and Conditions.
All transactions shall be governed by the laws of Ontario, Canada
and applicable federal laws of Canada.
The provisions of the United Nations Convention on Contracts for the
International Sale of Goods shall not apply.
9. DISPUTE RESOLUTION/ATTORNEYS' FEES. All
disputes arising out of or in connection with this agreement that does not
exceed the sum of $50,000 CAD, exclusive of interest and costs, or in respect
of any legal relationship associated with or derived from this agreement, shall
be finally resolved by arbitration pursuant to the National Arbitration Rules
of the ADR Institute of Canada, Inc. The place of arbitration shall be in
Toronto, Ontario Canada. The language of the arbitration shall be English.
Any dispute, controversy or claim arising out of this transaction where the matter in controversy exceeds the sum of $50,000, exclusive of interest and costs, shall be adjudicated exclusively by a court of competent jurisdiction in Toronto, Ontario. Purchaser consents to personal jurisdiction and venue in the City of Toronto, Ontario and agrees not to take any action to challenge such jurisdiction or venue. Hallite may bring an action against Purchaser in any jurisdiction or venue.
In the event of any action or proceeding related to this transaction, and Hallite is determined to be the prevailing party with regard to some or all claims, Purchaser agrees to pay all of Hallite’s attorney’s fees and litigation costs up through and including any appeal.
Any dispute, controversy or claim arising out of this transaction where the matter in controversy exceeds the sum of $50,000, exclusive of interest and costs, shall be adjudicated exclusively by a court of competent jurisdiction in Toronto, Ontario. Purchaser consents to personal jurisdiction and venue in the City of Toronto, Ontario and agrees not to take any action to challenge such jurisdiction or venue. Hallite may bring an action against Purchaser in any jurisdiction or venue.
In the event of any action or proceeding related to this transaction, and Hallite is determined to be the prevailing party with regard to some or all claims, Purchaser agrees to pay all of Hallite’s attorney’s fees and litigation costs up through and including any appeal.
