The Quotation may be accepted in writing within 30 days (excluding wire, cable and conduit) from its date orwithinthe period of time specified in the Quotation, whichever is less. Verbal quotations are only valid on theday theyare given unless confirmed with a formal quotation. The Quotation and any ensuing Order/Agreement arising issubjectto credit approval of the purchaser by Gerrie and proper security being in place if required. The Quotationis anoffer for the purchaser to buy. Acceptance of the Quotation is subject to the terms and conditions listedherein. Inthe event the purchaser’s purchase order, acceptance or other written communication states terms additionalto ordifferent from those set out in the Quotation, the terms and conditions of this document shall prevail, andtheterms and conditions of the purchaser’s purchase order shall be of no force or effect.
Quotation prices are based on quantities shown and are subject to change if quantities change. The pricesquoted areF.O.B. point of shipment with transportation charges extra, unless otherwise stipulated. Shipping ordelivery datesgiven prior to shipment or delivery are estimates only and are based upon prompt receipt by Gerrie of allnecessaryinformation. Material shown in stock, prior to a purchase order being awarded, is subject to prior sale.Gerriecannot guarantee delivery dates nor will it accept penalties for delivery delays. Shortage or damage claimsmust bemade with the delivering carrier in writing within 7 days of receipt of goods, with a copy of the claim tobe givento Gerrie. Error or omission claims must be made in writing within 24 hours of receipt of goods. No goodsare to bereturned without written authorization from Gerrie and then only in accordance with the terms and conditionsspecified by Gerrie. Goods returned are subject to inspection, approval and a minimum of a 25% restockingcharge andmust be in original packaging and in resalable condition. If the purchaser delays in releasing the goods forshipment, then (a) payment shall become due as if the shipment had been made on the date actually agreed to;and (b)all handling and storage charges incurred before the goods are released for shipment by the purchaser, shallbe forthe purchaser’s account. Errors and omissions of stenographic or clerical nature are expected and aresubject tocorrection. This quotation and order/agreement is our interpretation of the available information at thetime of thequotation and it is the responsibility of the customer (including their engineering department) to approveandensure accuracy and completeness. It is the responsibility of the customer to confirm this bill of material.
Unless otherwise noted, all fixture prices are less lamps, unless otherwise specified. All returnable reelsandspools will be billed on the same invoice as the material wound thereon, as a separate item. Returnablereels andspools are to be returned prepaid. Credit in full will be given for reels and spools received by Gerrie ingoodcondition.
The Quotation, once accepted by the purchaser, may only be cancelled or altered with Gerrie’s written consentandsubject to cancellation charges and upon terms which will indemnify Gerrie against all loss. No alteration,variation, modification or waiver of any of these terms and conditions shall be binding on Gerrie unlessmade inwriting and signed by an authorized officer of Gerrie. The Quotation may not be assigned or transferred bypurchaserin whole or in part without Gerrie’s consent. Time shall be of the essence of this Quotation.
Manufacturers’ warranties apply to the goods. GERRIE DOES NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY OFANYKIND, WHETHER SUCH REPRESENTATION OR WARRANTY BE EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OFMERCHANTABILITY,QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE.
In no event shall Gerrie be liable to the purchaser or to any other person, firm, corporation or other entity(a“Person”) for any special, exemplary, indirect, incidental, consequential or punitive damages of any kind ornaturewhatsoever (including, without limitation, lost revenues, profits, savings or business; contribution orindemnity inrespect of any claim against the purchaser; loss of use of equipment or system; increased expense ofoperation,overhead or production; increased costs of power supply; loss of use of capital; loss of other contracts;thirdparty claims against the purchaser by subcontractors, suppliers or others; cost of purchased or leasedreplacementequipment, systems or power), whether in an action based on contract, warranty, strict liability, tort(including,without limitation, negligence) or otherwise, even if Gerrie has been informed in advance of the possibilityof suchdamages or such damages could have been reasonably foreseen by Gerrie. In no event shall Gerrie’s liabilitytopurchaser or any other Person arising out of or in connection with the provision by Gerrie of any goods (ona perall occurrences basis) exceed, in the aggregate, the lesser of (i) the total amount paid by purchaser toGerrie forthe particular goods with respect to which such liability relates; and (ii) $1,000,000, whether suchliability isbased on an action in contract, warranty, strict liability or tort (including, without limitation,negligence) orotherwise. Gerrie will not be liable for any damages claimed by purchaser based upon any third-party claim.Noaction arising out of or in connection with this Quotation or ensuing Order/Agreement or any of the goodsprovidedhereunder may be brought by purchaser more than 1 year after the cause of action has accrued, except that anactionfor nonpayment of any monies due Gerrie hereunder may be brought within 2 years of the date of the invoice.
Invoiced amounts shall be paid within 30 days of the date of the invoice (the “Due Date”). Interest on anyunpaidinvoiced amounts shall be charged from the Due Date to the date of payment at 1.5% per month (18% per year)(the“Overdue Rate”). Any sales, revenue, excise or other taxes imposed or increased by any present or future lawon thesale of the goods shall be for the account of the purchaser, unless the purchaser furnishes Gerrie with taxexemption certificates in a form acceptable to the relevant taxing authorities in lieu of payment of suchtaxes. If,after being advised by the purchaser that the purchase is tax exempt, the relevant taxing authority deniesthe taxexemption status, the purchaser agrees to pay to Gerrie immediately all applicable taxes, penalties and anyconsequential damages suffered by Gerrie.
Title to the goods is reserved to Gerrie and does not pass to the purchaser until payment of all invoicedamounts(and any interest thereon) is made in full. The parties acknowledge that Gerrie’s interest in the goods is apurchase money security interest within the meaning of the Personal Property Security Act (Ontario), asamended orreplaced from time to time (the “Act”), and that this Quotation and ensuing Order/Agreement is a securityagreementwithin the meaning of the said Act. The parties acknowledge that they have not agreed to postpone the timeforattachment of such security interest.
The occurrence of any one of the following events shall constitute a default (a “Default”) under thisQuotation andensuing Order/Agreement: (a) the purchaser fails to pay any invoiced amount on its Due Date; (b) thepurchaser failsto perform or observe any other covenant, condition or agreement to be performed or observed by thePurchaserhereunder; (c) any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or anyotherproceedings for the relief of debtors are instituted by or against the purchaser; (d) a trustee, receiver orreceiver and manager is appointed for the purchaser or for part or all of the property of the purchaser; (e)thegoods become subject to any lien, levy or attachment (except for any lien, levy or attachment relating toGerrie);or (f) any of the goods, in the opinion of Gerrie, are stolen or are in danger of being confiscated orattached.Upon the occurrence of a Default described above, Gerrie may, at its option, terminate this Quotation andensuingOrder/Agreement, with or without notice to the purchaser. Without limiting the foregoing, any collection orattempted collection of the goods by or on behalf of Gerrie shall be deemed to be notice to the purchaser oftermination.
Upon termination of this Quotation and ensuing Order/Agreement due to the occurrence of a Default, Gerrieshall beentitled to all of the rights and remedies of a secured party under the Act, and in addition shall beentitled to:(a) enter upon the premises where the goods are located and take possession of and remove the goods, whetheraffixedto real or immoveable property, or to other equipment, or not, without liability to the Purchaser for anydamage tosuch premises caused by the taking of possession and removal of the goods. The purchaser hereby authorizesGerrie toenter the purchaser’s premises to seize, repossess, and remove the goods at any time without prior noticeandwithout legal process and, for such purpose, the purchaser hereby covenants and agrees to protect, indemnifyandsave harmless Gerrie from all claims, demands, actions, causes of action, injury, abuse and costs of everykindarising out of Gerrie’s enforcement of its remedies. The purchaser acknowledges and agrees that Gerrie shallnot beliable or responsible for any damages or losses suffered by the purchaser as a result of Gerrie’s exercisingitsrights to take possession of and remove the goods, whether such damages are direct or indirect, special orconsequential, and whether or not caused by the negligence of Gerrie, including, without limitation, anydamages orlosses suffered by the purchaser due to Gerrie removing the goods from within other equipment; (b) recoverfrom thepurchaser such portion of the invoiced amount as is in arrears, together with interest, and all solicitorand clientlegal fees and disbursements and other expenses incurred by Gerrie in attempting to enforce the provisionsof thisQuotation and ensuing Order/Agreement or to recover damages for the breach hereof; and (c) sell the goods.Interestshall be payable by the purchaser to Gerrie at the Overdue Rate on all arrears of the invoiced amounts, andissecured hereby.