Unless otherwise expressly agreed in writing, all goods are sold upon the following terms and conditions to the exclusion of any terms and conditions of the Purchaser and no agent or representative of ION Facilities Services Inc. (the Company) has any authority to vary or omit, part of or all of, these conditions. Acceptance of delivery of the goods shall constitute acceptance of these terms.
Any deficiency in the quantity of product delivered or transportation damage as at the time of delivery shall be notified to the Company immediately upon receipt. Acknowledgement of the delivery shall be deemed to be acceptance of the quantities as set out by the invoice and that the product has not suffered from transportation damage.
The Company will make good at its option by repair or replacement any articles sold by it which, within 3 months after delivery, are shown to the Company’s satisfaction to have been, at the time of delivery, defective where such defect is solely attributable to defective workmanship, materials or manufacture provided that:
- (i) the Company is immediately notified upon detection; and
- (ii) no defect is caused by willful damage, negligence, incorrect storage or application, incorrect use, movement, installation or assembly (except by the Company, its servants or its agents) or defects caused by fair wear and tear; and
- (iii) if required by the Company the goods are returned to the Company within one month of the discovery of the defect.
The warranty contained in this Condition is the ONLY express warranty given by the Company. All other conditions, representations, terms and warranties as to the fitness or quality of the goods supplied for any purpose, whether express or implied, whether statutory or otherwise and whether verbal or in writing are hereby excluded and negatived to the full extent permitted by law in each case.
Subject only to the provisions of Condition 3 the Company hereby excludes to the full extent allowed by law all liability of any kind whatsoever to the purchaser or any other party for any loss, damage or loss sustained or incurred by the purchaser or any other party in consequence of or resulting by, directly or indirectly, the supply of, use of, or performance of any products or services for whatever reason whether arising out of any breach by the company of any contract incorporating these Conditions or negligent or wrongful acts by the Company or its servants or its agents in connection with its products and or its services, and limits any liability that it might nevertheless have to a maximum amount being the invoiced price of the products or services in question.
No goods may be returned to the Company without the Company’s prior written consent.
The Company reserves the right to declare void any warranty claim where the claimant does not extend to the Company a reasonable opportunity to fully inspect the product, application and circumstances of the product.
The Company will use its best endeavours to deliver at the time stated and all delivery dates shall be regarded at best as estimates only. The purchaser must accept the actual delivery date and the Company shall not be liable for any losses, costs, damages or expenses suffered by the purchaser or any other party as a result of any delivery in delivery.
Unless otherwise agreed between Purchaser and Company, payment in full is due within 30 days after delivery. Failure to make due payments in respect of deliveries or instalments under this or any other contract with the Company shall entitle the Company to delay, suspend or cancel deliveries in whole or in part at its option.
For so long as any amounts remain owing to the Company, title to and property in the goods shall remain in the Company and shall not pass to the purchaser. All goods which remain the property of the Company will be held by the purchaser on behalf of the Company in a fiduciary capacity and shall be stored separately from all other goods. At any time after the due date for payment of any account owing from the purchaser to the Company and so long as such amounts have not been received by the Company in full, the Company at the purchaser’s expense shall be entitled to require the purchaser to return to the Company and shall have the right to enter the buyer’s premises or where the goods are stored and remove there from all goods which remain the property of the Company.
The Company will not be liable for breach of contract arising from or caused by, directly or indirectly, force majeure, war, strikes, riots and civil commotions and natural disasters.
Any order that has been accepted by the Company may not be reduced or cancelled after acceptance without the agreement of the Company in writing.