“Products” shall include supplies, products, materials, goods, and the like.
“Services” shall include work, services, and/or installations performed.
“Supply Only” shall mean an order comprising only Products and not including any charges for Services.
“Supply & Install” shall mean an order comprising both Products and Services.
2. Quotation Only:
Quotations, prices, specifications and delivery dates referenced in Allmar’s quotations are for information purposes only and shall not be binding on Allmar until all technical requirements have been agreed to and Allmar has accepted the Buyer’s order. Upon such requirements having been settled and upon Allmar’s acceptance of the Buyer’s order, this quotation shall become, and for all intents and purposes be treated as, a purchase order and whereby the terms and conditions noted below shall be duly incorporated into a fully executed purchase agreement. Quotations shall terminate if not accepted by the Buyer within thirty (30) days of the date of the quotation.
Prices on Quotations are inclusive of PST and shipping/delivery costs (if Allmar has agreed to be responsible for freight). Unless otherwise indicated, all quotations for Supply Only quotations include two (2) site shipments. Unless otherwise indicated, Supply Only quotations do not include costs of additional shipments, unloading, storage, and/or protection at job site. Unless otherwise specified, HST, GST, unloading, storage, and import duties (incl. brokerage fees) and all other additional fees and taxes are not included in Allmar’s quotations.
4. Terms of payment:
On Approved Credit (OAC): Terms of payment on approved credit shall be net thirty (30) days from the date of invoice. Allmar may, in its sole discretion, require payment in advance and, if such requirement is not met, Allmar may cancel the order or any part thereof and charge the Buyer reasonable cancellation fees.
Cash Orders: A minimum 50% deposit is required on all “cash orders” (orders made that are not OAC), to be paid upon execution of the purchase agreement. The balance must be paid prior to shipping/install. Cheques not accepted.
Allmar does not accept “pay when paid” terms. All unpaid accounts and balances due shall bear interest at a rate of 18% per annum and the Buyer shall indemnify Allmar against all costs and charges reasonably incurred to enforce payment thereof, and/or to enforce any other terms of this Agreement, including all legal expenses on a solicitor-client basis. All payments shall be made without any deductions, set-off, back charges, or counterclaims, unless agreed to in writing by Allmar. With respect to Supply Only contracts, there shall be no holdbacks and Buyer shall be required to pay for Products as per the above terms, whether or not the Products have been used or incorporated into their project. Holdbacks on Supply & Install contracts are limited to the percentage permitted under applicable lien legislation.
5. Advances on products/services:
Product and/or Services required by the Buyer in advance of a fully executed purchase agreement shall be subject to any additional terms and conditions outlined in Allmar’s Advance Agreement, which Agreement shall be executed by the Buyer prior to advance of Products or Services by Allmar.
6. Shipment and Delivery:
While every effort will be made to deliver as scheduled, delivery dates provided are estimates only and not guarantees. Delivery dates are based on manufacturer’s current published lead times and determined from the date of receipt of the executed purchase order and/or receipt of the Buyer’s specifications, approved drawings, etc., if required, whichever is received later, and are subject to change, including but not limited to changes based on the impact of COVID-19 on Allmar’s staff, suppliers and installers and other factors beyond the control of either Allmar or Allmar’s suppliers or agents, including but not limited to pandemic, war, sabotage, insurrection, riot or other acts of civil disobedience, acts of a public enemy, failure or delay in transportation, act of any government or agency or subdivision thereof, judicial action, labour dispute, accident, fire, explosion, flood, storm or other act of God, shortage of labour, fuel, raw material or machinery or technical failure where Allmar has exercised ordinary care in the prevention thereof. Allmar shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the control of Allmar.
Allmar may deliver the goods in installments at its sole discretion. The cost of any special packing or handling by Allmar shall be at the Buyer’s additional expense.
Supply & Install: Unless agreed and/or indicated otherwise, Allmar shall be responsible for arranging freight and Allmar shall be responsible for product while it is in transit and in storage at the jobsite until it is installed on site.
Supply Only: Regardless as to whether freight is arranged by Allmar or the Buyer, delivery to the carrier shall constitute delivery to the Buyer and Allmar shall not be responsible for product damaged or lost in transit. Allmar shall not be deemed to assume any liability in connection with the shipment nor shall the carrier be construed to be the agent of Allmar. The Buyer must obtain their own insurance. Any claims for loss, damage, or misdelivery must be filed by the Buyer directly with the carrier within 48 hours.
If Buyer is unable to take delivery on the day of delivery, Allmar shall be entitled to invoice the Buyer for the order and the Buyer agrees to pay invoice, as per terms. In addition, Allmar reserves the right to put Products in storage and charge the Buyer for any storage fees.
Products are subject to inspection and approval by the Buyer. Products shall be deemed to be inspected and accepted unless notice of deficiency is given in writing to Allmar within two (2) business days after delivery. Acceptance shall constitute acknowledgment of full performance by Allmar of all obligations under this Agreement except as provided under paragraph 13 (“Warranties”). If notice of deficiency is given to Allmar, Allmar shall have a reasonable amount of time to correct any such agreed upon deficiencies.
9. Dimensions and Measurements:
Unless otherwise indicated, site measurement or dimensions shall be provided to Allmar by the Buyer and Allmar shall not be responsible for any issues caused by the provision of incorrect or inaccurate measurements or dimensions by the Buyer.
10. Cancellations and alterations:
Requests for cancellation, alterations, or suspension of orders must be made in writing and accepted by Allmar. Any additional costs on alterations to the Buyer’s order shall be added to the Contract Price and paid by the Buyer subject to the terms herein. If the Buyer cancels an order, in whole or in part, after the acceptance of the quotation, Allmar shall be entitled to charge the Buyer a fee of 25% of the quoted value of the cancelled Product or the manufacturer’s restocking fee, whichever is greater, plus 100% of the quoted value of any Products that Allmar has ordered and is unable to return to the manufacturer/supplier.
11. Credits and Returns:
Once Products are delivered, they may only be returned at Buyer’s own expense and with Allmar’s written authorization. No returns are permitted on custom or special order products or such other products that Allmar is unable to return to the manufacturer/supplier. All returns are subject to a fee of 25% of the quoted value of the returned product or the manufacturer’s restocking fee, whichever is greater. Back charges will not be accepted without prior notice and written approval from Allmar.
On Approved Credit: Buyer shall receive a credit for returns or as otherwise agreed between Allmar and Buyer.
Cash Sales: Buyer shall receive a refund to whichever method of payment was used for original purchase.
In addition to any product warranty offered by a manufacturer, Allmar warrants all Products for one (1) year from the date of supply (or, on Supply & Install contracts, one (1) year from the date of substantial completion) and Allmar warrants that their workmanship shall be free from defects under normal use (regular wear and tear excepted) for a period of one (1) year following the substantial completion of such work, provided that the Buyer notifies Allmar in writing of any claimed defects in Products or installation immediately upon discovery of such defects.
Upon notice of such defect, Allmar shall have a reasonable amount of time to correct any such agreed upon defects. At its option, Allmar shall repair or replace the agreed upon defective work or goods.
Under no circumstance shall Allmar’s liability exceed the value of the defective goods, or the costs of the initial installation. If the Buyer fails to pay when due any portion of the Contract Price or any other payment required from the Buyer to Allmar under this Agreement or otherwise, all warranties and remedies granted herein may at Allmar’s option be terminated.
Any product warranty offered by the manufacturer are subject to manufacturers’ terms and conditions
THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES AND COVENANTS, EXPRESS OR IMPLIED WITH RESPECT TO THE GOODS, THE INSTALLATION, AND ANY DEFECTS THEREIN OF ANY NATURE WHATSOEVER. ALLMAR SHALL NOT BE LIABLE FOR AND THE BUYER ASSUMES ALL RISK OF, ANY ADVICE OR FAILURE TO PROVIDE ADVICE BY ALLMAR TO THE BUYER REGARDING THE GOODS OR THE BUYER’S USE OF SAME. UNDER NO CIRCUMSTANCE SHALL ALLMAR BE LIABLE TO THE BUYER UNDER ANY TORT, NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY CLAIM AND THE BUYER AGREES TO WAIVE SUCH CLAIMS. ALLMAR’S SOLE AND EXCLUSIVE LIABILITY, AND THE BUYER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY NONCONFORMITY OR DEFECT IN THE PRODUCTS, INSTALLATION, OR ANYTHING DONE IN CONNECTION WITH THIS CONTRACT, IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL BE AS SET FORTH IN THIS SECTION. THE BUYER SPECIFICALLY ACKNOWLEDGES THAT ALLMAR’S PRICE FOR THE PRODUCT IS BASED UPON LIMITATIONS OF ALLMAR’S LIABILITY AS SET FORTH IN THIS CONTRACT.
13. Limitation of Liability and Buyer’s Indemnity:
In no event, regardless of the form of action, shall Allmar be liable for any special, indirect, incidental or consequential loss or damages arising out of the sale of its products to buyers or arising out of anything done in connection with the contract including, but not limited to, losses or damages arising out of claims for loss of use, business, goodwill, or profits, and claims arising out of third party actions, regardless of whether such third party actions, or any other claims, losses or damages, were reasonably foreseeable to buyers or suppliers.
The Buyer’s exclusive remedy arising out of his purchase and use of Allmar’s goods, or arising out of anything done in connection with the contract, shall be for damages and no claim or claims of any kind, whether based upon contract, warranty, tort (including, but not limited to, negligence, warranty and strict liability), statutory or regulatory provisions, indemnity, contributions, or otherwise, shall be greater in amount in aggregate than the purchase price of the products and services in respect of which damages are claimed.
The Buyer shall indemnify and hold harmless Allmar, its officers, agents, employees, subsidiaries, parents, affiliates and insurers from and against any and all liability, damages,
losses, claims, lawsuits, including the cost and expenses in connection therewith, for death or injury to any person or loss of any property whatsoever, caused in any manner by the Buyer’s possession, use or operation of the goods.
14. Contract Form:
In the event that the Buyer issues its own purchase order based on the attached Quotation, the standard terms and conditions of Quotation and sale herein are hereby deemed to be part of the said purchase order. In the event that the Buyer issues its own contract, based on the attached Quotation, standard CCDC 2, CCDC 17 or CCA 1 stipulated price subcontract terms and conditions shall apply. Buyer holdback shall not be applicable in the case of supply only contracts.
*Updated November 4, 2022