1. Conditions of Sale
All invoices are due net 30 days on pre-approved charge account.
2. Customer’s Purchase Order
In the event that the customer has issued a purchase order for the products containing customer’s terms and
conditions of sale of similar wording. Unicon Concrete Specialties Ltd. (hereby referred to as “Unicon”)
hereby notifies the customer that it rejects such terms and conditions and provides the products to the
customer on the terms and conditions contained herein. Customer’s acceptance of delivery of the products
shall be conclusive evidence against the customer that it has waived its own terms and conditions and has
accepted the within terms and conditions of sale notwithstanding any non-waiver wording contained in the
customer’s terms and conditions to the contrary.
3. Prices are Subject to Change
Prices, terms and conditions of sale are all subject to change without notice and except as otherwise noted, all
orders will be accepted for delivery at prices and according to the freight plan prevailing on the date of
shipment.
4. Sales and Other Taxes
Federal goods and service tax, provincial tax, sales and other taxes are extra.
5. Loss in Transit
In case of loss or damage enroute customer must immediately notify the carrier’s agent at destination in
writing.
6. Claims for Shortages
Claims for shortages or deductions or erroneous charges must be promptly presented with full details within
48 hours after receipt of shipment, or such claims will not be allowed.
7. Return of Products
Unicon reserves the right to refuse to accept any products returned without its express authority in writing
and in no case will products be accepted unless return is made freight prepaid within thirty (30) days of date
of purchase. Any products accepted for return will be subject to a minimum surcharge of 15% of the invoice
value of the products plus any charges necessitated by the need for reconditioning or repacking returned
products. Non-stock products are not returnable. Returns must have an RA#. Unicon will not accept returns
of open liquids. Any material returned without a valid Unicon invoice will be refunded via Unicon Concrete
store credit at the lowest sale price.
8. Overdue Accounts
An interest charge of 2% per month (26.82 per annum) will be charged on overdue accounts. The customer
shall be responsible for all costs incurred by Unicon in collection of overdue accounts including, without
restriction, legal fees and disbursements on a solicitor and his own client basis.
9. Non Payment of Accounts
All products are the sole property of Unicon until such time as invoices for all products have been paid in
full.
10. Suitability of Products Customer’s Responsibility
The customer shall conduct its own investigations and perform its own tests to determine the suitability of the
products for its own particular use. Upon request, Unicon may provide technical assistance to the customer.
This assistance, if provided, will be provided at no charge to the customer (other than for reimbursement to
Unicon or its out-of-pocket expenses for such items as travel expenses) and is intended to aid employees of
the customer with skill and knowledge in the handling and application of industrial products or chemicals.
Unicon offers such assistance in good faith but without warranties or representations whatsoever, expressed
or implied, as to the accuracy, completeness or sufficiency thereof. The customer assumes all risks and
liability for any loss, damage or injury to persons or property arising out of such assistance.
11. Limited Warranty
Unicon warrants that the product sold shall be of Unicon’s standard quality or to the standard quality of its
supplier. Unicon makes no other warranties, expressed or implied, including any warranties of
merchantability or fitness for a particular purpose. If within seven (7) days from the date of delivery of the
products to the customer, the customer notifies Unicon of a manufacturer’s defect in the products such that
they fail to meet standard quality, then Unicon, on confirmation by it of such defect will supply free of
charge to the customer, prepaid to original destination, an equal quantity of products to that found the sole
discretion of Unicon. Replacement of products made necessary by other than manufacturer’s defect are not
covered by this limited warranty nor are labour, installation or other charges. Written notice of such defect
must be delivered to Unicon at its address as set out on this document within the seven (7) day limitation
referred to above.
12. Limited Warranty Non-Transferable
The preceding limited warranty is for the sole benefit of the original customer and shall not create any rights
against Unicon or any other person by assignment, transfer or otherwise. Unicon at its option may require the
customer to return any claimed defective product to Unicon’s originating plant or warehouse at the expense
of the customer for inspection.
13. Exclusion of Other Liability
It is intended that the limit of Unicon’s liability herein shall be as stated, is intended to cover fundamental
breach of any agreement entered into by Unicon and the customer and is intended that Unicon shall not be
liable in any fashion to the customer (or its agents, employees, successors, representatives or assigns)
whatsoever, for special or consequential damages including those resulting from misuse or negligence.
Unicon neither assumes nor authorizes any person to assume for if any other obligation or liability in
connection with the products.
14. Material Safety Data Sheets and Safe Handling Warning
Material safety data sheets (SDS sheets) are available to the customer on request. In the event that the
customer does not so request SDS sheets relating to the products herein described, then the customer shall be
deemed by these terms and conditions of sale to have full knowledge and to be aware of the contents of the
SDS sheets and assumes any and all risks associated with the use of special handling, storage, transportation,
treatment or use to comply with applicable safety and environmental laws. The customer will take
precautions necessary to comply with these laws and to avoid spills or other dangers to persons, property or
the environment. The customer will ensure that the product is always shipped with all appropriate SDS sheets
and is correctly labeled.
15. Customer Releases and Indemnifies the Unicon Concrete Specialties Ltd.
Upon passage of title to the product, the customer assumes all responsibility and liability for, and agrees to
defend and indemnify Unicon, against all claims, loss or damage resulting from the customer’s storage,
handling (including the provision of SDS sheets and labels) sale or use of the product or its containers. The
customer, by acceptance of delivery of the products and subject only to the limited warranty herein provided,
for itself, its agents, its employees, heirs, executors, administrators, successors and assigns, shall be deemed
to have accepted the within terms and conditions of sale and hereby releases and forever discharges Unicon,
its respective servants, agents, successors or assigns from any claims, demands, damages, actions or causes of
action arising out of or in consequence of any loss, injury or damage may have arisen by the negligence of
Unicon, its servants, agents or employees, and whether or not such loss, injury or damage is direct or
consequential.
16. Non Waiver
The failure of Unicon to enforce any provision herein at any time or to require performance by the customer
of any provision hereof at any time shall in no way affect Unicon’s right thereafter to enforce such provision.
No waiver by Unicon of any breach of any covenant, condition or provision hereof shall be taken or held to
be a waiver of any further breach of the same covenant, condition or provision.
17. Invalidity
The invalidity of any particular provision contained herein shall not affect any other provision hereof but
these terms and condition of sale shall be construed as if such invalid provision were omitted unless such
invalid provision shall be an essential term hereof.
18. Interpretation
Words in the singular include the plural and words in the plural include the singular. When a word or
expression has been defined herein, other parts of speech and grammatical forms of the works or expression
have corresponding meanings.
19. Headings
The headings used in this agreement are for convenience only and are not to be considered a part of this
agreement and do not in any way limit or amplify the terms and provisions of this agreement