Building Materials Terms of Sale – Canada
In order to ensure that our customers are fairly and consistently treated, we have developed the following Terms and Conditions of Sale that govern our sales of building materials. Please carefully review them and contact us if you have any questions about them. A clear understanding of the Terms and Conditions of Sale benefits both parties and is an important part of our relationship.
1. ENTIRE AGREEMENT: Unless Weyerhaeuser SC Company ("Weyerhaeuser") and Purchaser have agreed otherwise in writing, these terms of sale are deemed to be the entire Agreement between Weyerhaeuser and Purchaser concerning the purchase and sale of the products described on the face of this document (the "Products"), and supercede all prior communications and agreements including without limitation any terms and conditions contained in Purchaser's forms. This Agreement may only be modified by mutual agreement of the parties in writing.
2. WARRANTY AND LIMITATIONS: Products manufactured by Weyerhaeuser are warranted to be of merchantable quality and to conform to the specifications and tolerances provided in this Agreement if specified, alternatively in Weyerhaeuser's published standards for such products, if any, alternatively in applicable industry standards. If any Product manufactured by Weyerhaeuser is found not to meet the foregoing applicable warranty, Weyerhaeuser will, at Weyerhaeuser's election either make a replacement product conforming to this warranty available or refund the price less an allowance for the Purchaser’s use of the Product. The Purchaser must provide written notice of any claim under this warranty to Weyerhaeuser within 30 days after delivery and Purchaser must grant Weyerhaeuser a reasonable opportunity to inspect the Products in unaltered condition and evaluate the claim. THERE ARE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, STATUTORY OR OTHERWISE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THAT EXTEND BEYOND THE FOREGOING WARRANTY. THE LIABILITY OF WEYERHAEUSER UNDER THE FOREGOING WARRANTY AND OTHERWISE UNDER THIS AGREEMENT SHALL BE LIMITED AS PROVIDED IN THIS AGREEMENT, AND SHALL IN NO EVENT EXCEED THE TOTAL PRICE OF THE PRODUCT. IN NO EVENT SHALL WEYERHAEUSER BE LIABLE FOR SPECIAL, CONSEQUENTIAL, ECONOMIC, INDIRECT OR SPECIAL DAMAGES. THE PARTIES WAIVE ALL RIGHTS, IF ANY, ARISING UNDER THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.
3. WARRANTY FOR PRODUCTS NOT MANUFACTURED BY WEYERHAEUSER: The foregoing warranty does not apply to Products that are not manufactured by Weyerhaeuser. For all such Products, Weyerhaeuser makes no representations or warranties whatsoever, statutory or otherwise, express or implied, including any warranty of merchantability or fitness for any particular purpose. All such Products are sold "AS IS, WITH ALL FAULTS". To the extent that the manufacturer of the Product provides a warranty and such warranty is transferable without the manufacturer’s consent, Weyerhaeuser will transfer such manufacturer's warranty to Purchaser without Weyerhaeuser incurring any liability under such warranty.
4. QUANTITY TOLERANCES: Unless exact-loading was specified by Purchaser at the time of ordering, or is the universal custom applicable to the described Product, Purchaser acknowledges Weyerhaeuser's right to increase or decrease the quantity called for under the order by not more than 10%, if necessary to avoid waste, to avoid breaking customary shipping units, to meet minimum tariff requirements or size of equipment furnished, or to comply with governmental regulations.
5. TIME AND PLACE OF SHIPMENT: Purchaser acknowledges that the date of shipment is an approximation only and is not guaranteed.
6. TITLE AND RISK: Unless the parties have otherwise expressly agreed in writing, title in the Products shall pass to Purchaser upon delivery at destination. In the case of a Products coming from the U.S., Weyerhaeuser will deliver the Products DDP (Delivered Duty Paid). In the case of Products from a Weyerhaeuser Canadian facility, Weyerhaeuser will deliver the Products DAP (Delivered at Place).
7. PAYMENT and SECURITY INTEREST: Purchaser agrees to pay Weyerhaeuser all invoice amounts when due, all legal and other fees and expenses incurred by Weyerhaeuser in collecting such amounts, and interest on all outstanding amounts from and after the payment due date shall accrue at the rate of 1.46%, compounded monthly, yielding an effective annual rate of 19%. Purchaser grants to Weyerhaeuser a security interest over the Products, securing payment of all indebtedness and the performance of the obligations of Purchaser. Purchaser’s acceptance of delivery of the Products is deemed to be conclusive evidence of Purchaser's acceptance of these terms of sale and the granting of this security interest. In case of non-payment or late payment Weyerhaeuser may cancel further orders.
8. The expression Force Majeure includes any act of God, or any act of governmental agencies, war, mobilization, strike, lockout or other labour disturbance, drought, flood, total or partial fire, obstruction of navigation, strike, sabotage, loss, damage or detention, reduction, suspension or shutdown of operations, or any other contingency or cause beyond the control of Weyerhaeuser that prevents the manufacture and/or shipment and/or transport of goods. Weyerhaeuser may suspend performance of this Agreement due to Force Majeure and is not in that case responsible to the other party for any damage resulting from such suspension.
9. TAXES: Purchaser shall pay to Weyerhaeuser all taxes applicable to the sale of the Products that must be collected and remitted by Weyerhaeuser.
10. LAW: This Agreement shall be interpreted in accordance with the laws of the province in which the Products are delivered or, in the case of a delivery to a place outside of Canada, with the laws of the province from which the Products were shipped, without in each case giving effect to its conflict of laws provisions.
