In consideration of all goods, materials and services provided by Deep – Electrical Supply Ltd. (hereinafter referred to as “D.E.S.”) to the Customer on credit, the Customer hereby agrees and warrants that such sales are on the following terms and conditions:
I. D.E.S. may, in its absolute discretion, at any time refuse credit to the Customer.
II. Payment of the D.E.S.’s invoices for all goods, materials and services is due, owing and payable in full without deduction by the last day of the month following the purchase date.
III. Invoices and statements shall be deemed correct by the Customer unless D.E.S. is notified in writing of any errors, discrepancies or problems within 30 days of the date of the invoice or statement.
IV. Interest is payable at two percent (2.00%) per month (24% per annum) on all overdue amounts.
V. Payments made by the Customer on this account shall be applied first against any interest charges due and second against the invoices for the goods, materials or services that D.E.S. in its sole discretion determines.
VI. The Customer hereby agrees to pay all fees and disbursements, including legal fees on a solicitor and his own client basis, incurred by D.E.S. in connection with collecting any overdue amounts.
VII. The Customer further agrees that any subsequent delivery of goods, materials or services to the same location or in relation to the same project will be deemed to be a continuation of the performance of the first agreement for the original order placed, regardless of the use of a separate purchase order issued for subsequent goods, materials and services.
VIII. The Customer represents and warrants to D.E.S. that the goods and materials will not be consumer goods nor held in any capacity for personal, family or household purposes.
IX. No returns of goods or materials supplied by D.E.S. to the Customer will be accepted without the prior written consent of D.E.S. In the event that the Customer requests, and D.E.S. agrees in writing, to accept the return for credit of any goods and materials the Customer will:
a. Pay to D.E.S. a 20% re-stocking charge based on the invoiced value of the goods and materials on all goods and materials that were
supplied correctly.
b. Be responsible for and pay all delivery costs, howsoever and whensoever incurred, respecting any returned goods or materials, and
c. Supply the relevant invoice numbers on all such goods or materials.
The Customer will:
a. Make all claims for shortages, defects, damages or errors in the shipment of goods and materials in writing within forty eight (48)
hours of the Customer or the Customer’s agent (whichever occurs first) receiving such goods or materials and not assert any claim
arising therefrom thereafter; and
b. Neither return nor cancel any order of goods and materials which D.E.S. in its sole judgement deems to be non-stock items, obsolete,
used or built-to-order.
X. If there is any changes to the Customer’s present business structure (including, but not restricted to, incorporation or change of name or ownership), the Customer will immediately notify D.E.S. in writing of such change. In the even that the change to the Customer’s business structure entails the creation or use of a separate legal entity, failure to so notify D.E.S. will be deemed for the benefits of the Customer as well as the separate legal entity and will constitute the Customer and the separate legal entity agreeing to be jointly and severally liable for all goods and materials supplied thereafter.
XI. Customer accounts which remain past due or accounts which exceed the credit established, will be placed on hold until the balance is paid in full or special arrangements have been made with D.E.S.’s credit department.
XII. All goods and materials sold by D.E.S. shall remain the property of D.E.S. (even if affixed to real or personal property) until purchase price therefore has been paid in full. The risk of damage or loss to the goods and materials, even if title has not passed, passes to the Customer upon shipment from D.E.S. premises or upon installation, whichever occurs first.
XIII. D.E.S. shall be deemed not to be in default of, nor liable for, the non-performance of any covenant, agreement, or obligation in this Agreement, if such default or non-performance arises from any cause beyond the reasonable control of D.E.S. including, but not limited to, fire, storm, flood, war, hostilities, sabotage, blockade, explosion, accident, strike, lockout, slowdown, labor disturbance, riot, act of any governmental authority, expropriation of or breakdown of or injury to any facilities used in or for the production, transportation, manufacture, storage, handling, or delivery of goods or the materials from which the goods are manufactured.
XIV. D.E.S. does not assume responsibility for any damage to the goods and materials resulting from improper maintenance.
XV. D.E.S. liability to the Customer shall be limited to the price paid for the goods and materials supplied. D.E.S. shall not be liable to the Customer for economic loss, delay or consequential damages including, but not limited to, spoilage of food.
XVI. Pricing is subject to change without notice. Prices and term are O.A.C.
XVII. The parties agree that the sale of goods under this Agreement shall be governed solely by the provisions hereof and not by:
a. Any other representations or agreement between the parties, oral or written; or
b. The provision of any Purchase Order or any other confirmation of purchase that the Customer may give to D.E.S. whether or not such
Purchase Order is or purports to be accepted by D.E.S.
XVIII. The Customer herby grants to D.E.S. a security interest in all present and after-acquired personal property, assets and undertaking of the Customer, including all goods purchased by the Customer from D.E.S. and all proceeds thereof to secure payment to D.E.S. The Customer further grants to D.E.S. a purchase money security interest in all goods and materials supplied by D.E.S. to the Customer until they are paid for in full.
Upon the execution of this Agreement, the Customer agrees that D.E.S. may register a security interest in whatever public registries as may be necessary or desirable to perfect the security interest in the Customer’s personal property, assets and undertakings and such registration shall be at the Customers expense.
XIX. The Agreement shall not be assigned by the Customer without D.E.S.’s prior written consent.
XX. The laws of the province where the goods, materials or services are delivered shall govern the Agreement.
XXI. This Agreement shall enure to the benefit of, and be binding upon, the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.
