General terms and conditions of sale
These terms and conditions apply to the sale of any products sold by vision extrusions group (“supplier”) to the purchaser (“customer”).
All orders are accepted and all sales are expressly made conditional on customer’s agreement to these terms and conditions notwithstanding any purchase orders or offers containing different or additional provisions. Customer’s acceptance of products constitutes acceptance of these terms and conditions and also customer’s agreement that they govern over any terms, correspondence or forms supplied by customer at any time.
Modifications must be in writing. Terms and conditions will not be modified or rescinded by agreement or conduct or waived unless specifically agreed to in writing by supplier. Supplier reserves the right to revise these general terms and conditions of sale from time-to-time. The most current document will be available at www.Visionextrusionsgroup.Com and will apply at the time of purchase. The amount of any present or future sales, use, excise, or similar taxes, applicable to the ordered products will be added to supplier’s price and paid by customer, unless customer timely provides supplier with a tax exemption certificate applicable to supplier.
Acceptance/cancellation. Orders cannot be cancelled by Customer without Supplier’s written consent and are subject to change or price adjustment based on fluctuations in material price and availability. These Terms and Conditions are a final, complete and exclusive statement of the parties’ agreement. No statements or changes of any kind or any conflicting terms or conditions in writing provided by Customer to Supplier are binding on Supplier unless specifically agreed to in writing by Supplier. Prior statements, representations, and agreements not incorporated are excluded and superseded hereby. No course of prior dealings between Supplier and Customer and no usage of trade will be used to supplement any term in this agreement. Acceptance or acquiescence in a course of performance will not be relevant to alter the meaning of this agreement.
Shipment/delivery. Supplier will not be liable for any penalty or damages, liquidated or otherwise, for any shipment delays. Unless otherwise stated in writing by Supplier, products are shipped at Customer’s cost; all loss, damage and delay in transit are at the risk of Customer. Unless otherwise stated by Supplier, when products have been delivered to a carrier, risk of loss passes to Customer and Supplier’s responsibility for delivery ends. Shipment should be examined carefully before being accepted from the carrier. Supplier assumes no responsibility for damage after having received “in good order” receipts from a carrier at shipping point. Claims for shortages or nonconforming shipments must be made in writing and sent to Supplier within 24 hours of Customer’s receipt of the shipment. Failure to give such notice will be deemed unqualified acceptance and a waiver by Customer of any claim with respect to the shipment.
Returns. Unless Customer has first obtained Supplier’s consent to accept products for return or credit, Supplier will not be required to accept returned products from Customer. Risk of loss for returned products will remain with Customer and Customer will reimburse Supplier for any cost Supplier incurs in connection with the shipment and return of the products. Goods fabricated to order, i.e. custom products, are not returnable under any circumstance except as part of a remedy pre-approved by Supplier for a legitimate warranty claim. Customer agrees to follow Return Material Authorization process as outlined by the Supplier.
Title to products. Customer acknowledges and agrees that until payment in full of the amount shown on Supplier’s invoice is received by Supplier, title to the products covered by that invoice will remain with Supplier, whether or not the products are in Supplier’s possession and whether or not they have been fabricated or used by Customer. Until Customer has remit payment in full, Supplier will have the right to at any time without notice enter the premises where the products are situated and take possession of the products for which Customer’s payment obligation has become past due. Customer agrees to defend, indemnify and save Supplier harmless from any and all costs, expenses and damages (including legal fees) arising out of any claim asserted against Supplier as a consequence to Supplier’s exercise of such right.
Non-payment/ enforcement. Interest at the maximum legal rate not exceeding 18% per year will be charged on overdue accounts at a rate of 1.5% per month. If an invoice is not paid when due, or it becomes necessary for Supplier to enforce these terms and conditions, Customer agrees to pay all costs of collection, or enforcement or both, including attorney’s fees, whether incurred in or out of court, or appeal, in arbitration, in a bankruptcy proceeding, or in any insolvency proceedings.
Default. If Customer defaults in paying by the specified date any of the payments provided for in any invoice issued by Supplier, or if a proceeding in bankruptcy, receivership or insolvency will be instituted or filed by or against Customer as a debtor, bankrupt, defendant or insolvent or if Customer will enter into any arrangement or agreement with its creditors, the full amount of the purchase price then remaining unpaid will, at the option of Supplier be immediately due and payable and Supplier will have the absolute right to immediately terminate any agreement or supply relationship with Customer, anything to the contrary in any other document or agreement notwithstanding, it being expressly agreed that the title in the products will vest in Customer only on the payment of the full purchase price and on the compliance by Customer with the terms and conditions of this agreement.
Warranty. Customer agrees to the terms of the 20 Year Limited Warranty provided by Supplier.
Penalty clauses. Supplier assumes no liability arising from penalty or liquidated damage clauses of any kind, written or implied.
Force majeure. Supplier will not be responsible for any loss or damage of any kind or nature whatsoever, direct or indirect, suffered by Customer, subsequent Customers, ultimate users of products, or any other person, as a result of any factors beyond its control, including (without limitation) Customer’s acts or omissions, labor shortages, strikes, lock-outs, work slowdowns, accidents, fire, floods, earthquakes, severe weather, serious accidents, epidemics, quarantines, wars, breakdowns, delays in manufacture, transportation or delivery of products or materials purchased by Supplier, unavailability, inadequacy or shortages of material or services, acts of God, embargoes, wars, insurrections or riots, terrorism, acts of civil or military authorities, civil commotion, or governmental or regulatory or licensing action or changes, or any other circumstances beyond Supplier’s reasonable control.
Conditions of resale/subsequent customers. These Terms and Conditions will be binding upon all subsequent owners and users of the products. Products are sold subject to the condition that they will not be resold or otherwise conveyed without similar conditions, including that these conditions be imposed on the subsequent customer/user or transferee.
Credit inquiries. Customer authorizes Supplier to make inquiries and to receive information about Customer’s credit experience from others, to enter this information in Customer’s file, and to disclose such information concerning Customer to third parties. Customer acknowledges that Supplier may, on a regular basis, provide credit experience information regarding Customer’s account to others seeking this information.
Power of attorney. Customer hereby irrevocably authorizes and empowers any attorney of any court of record to appear for and confess judgement and therein against Customer, or any of them, for the amount for which Customer may be or become liable to Supplier under these Terms and Conditions as evidenced by an affidavit signed by a representative of Supplier setting forth the amount then due, plus 15% thereof, but no less than $500.00, as an attorney’s commission, with costs of suit, release of errors, and without right of appeal. If a copy hereof, verified by an affidavit, will have been filed in said proceeding, it will not be necessary to file the original as a warrant of attorney. Customer waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing warrant and power to confess judgement will be deemed to exhaust the power, whether or not any such exercise will be held by any court to be invalid, voidable, or void, but the power will continue undiminished and may be exercised from time to time as often as Supplier will elect, until all sums payable or that may become payable by Customer have been paid in full.
Non-payment/enforcement. Any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise and whether pre-existing, present or future) arising out of or relating to: these terms and conditions; a good or service; oral or written statements, or advertisements or promotions relating to these terms and conditions or to a good or service; or the relationships which result from these terms and conditions (including relationships with third parties who are not signatories to this agreement) (each, a “Claim”), will be referred to and determined by binding arbitration (to the exclusion of the courts). By so agreeing, you waive any right you may have to commence or participate in any class action against us related to any Claim and, where applicable, you hereby agree to opt out of any class proceeding against us otherwise commenced. By so agreeing, you further expressly waive any right to a jury trial regarding disputes related to this agreement or to any Claim. Arbitration will occur in the city in which Supplier’s head office is located by one arbitrator under the rules of the American Arbitration Association or Canadian Arbitration Association, as applicable; and judgment may be rendered upon the award made by a court of the city in which Supplier’s head office is located, or a court of competent jurisdiction.
Choice of law and binding arbitration. This agreement and all Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable herein, and the parties hereto irrevocably adorn to the exclusive jurisdiction of the courts of the Province of Ontario in any matter related hereto. The United Nations Convention on Contracts for the International Sale of Products does not apply.
Headings. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference will be derived therefrom.
Language. The following statement is translated in English to “At the express request of the parties, this agreement has been prepared in the English language” and is applicable only if either or both of Customer or Supplier is located in Canada. “A la demande des parties aux présentes, cette convention a été préparée dans la langue anglaise”.