Forge Controls Ltd.

1. Definitions:

“Buyer” means the company, partnership, person or entity purchasing the Goods and/or Services from the Seller identified in the Order Documents.

“Goods” means the equipment parts and materials being purchased by the Buyer from the Seller as identified in the Order Documents. 

“Order Documents” means the documents accompanying these Terms and Conditions which describe the Goods and/or Services more fully, including, as applicable, the Buyer's request for quotation, data sheets, process details, purchase orders, and the Seller's quotation.

“Seller” means Forge Controls Ltd.

“Services” means the services of any description or kind to be provided by the Seller in relation to the Goods as identified in the Order Documents

“Terms and Conditions” means these Terms and Conditions of Sale.

2. APPLICATION:

These Terms and Conditions apply to every sale of Goods and every supply of Services by the Seller to the Buyer. The Buyer specifically agrees and acknowledges that, unless the principal of the Seller explicitly agrees in writing to a modification of these Terms and Conditions, these Terms and Conditions apply and supersedes all prior agreements and take precedence over the Buyers terms and conditions with respect to the Goods and/or Services whether such agreements were written, oral, or set out in the Order Documents. Seller may amend these Terms at any time at its sole discretion.

3. Prices:

Unless otherwise specified by the Seller, the Seller's price for the sale of the Goods and/or Services will remain in effect for thirty (30) days from the date of the Seller's quotation. The Seller’s prices do not include shipping, handling, or applicable taxes which will be added to the price quoted and appear as a separate line item on the Seller’s invoice.

4. Payment:

The Buyer shall pay the Seller the price of the Goods and/or Services provided within thirty (30) days from the date of the Seller’s invoice, subject to approval of the Seller’s financial department. In the event that the Seller and the Buyer have agreed to a milestone payment schedule, the payment specified in the milestone payment schedule shall be paid on the dates that each milestone is achieved. The Seller may charge interest on overdue payments, commencing on the day on which the amount became payable, calculated at the rate of 1.5% per month compounded monthly (19.5618%) per annum.

5. Delivery, Title, and Risk of Loss:

Unless specifically stated otherwise Transfer of Title for the Goods shall pass to the Buyer on full payment or on receipt of Goods, whichever is the latter. All Goods shall be delivered to the Buyer location as outlined on the Order Documents, if no location is indicated, Goods shall be free on board from the manufacturer’s location.  Risk of loss or damage to the Goods shall be according to the INCO terms specified in the Order Documents, if no INCO term is specified all risk of damage or loss to the Goods are borne by the Buyer. All delivery times/dates provided are approximate only for the Goods and/or Services. Seller shall not be responsible or liable for delays and shall not be liable any and all consequential or incidental damages on failure to meet any specified dates. 

6. Indemnification:

The Buyer agrees to indemnify and hold harmless the Seller, its employees, directors, officers, its contractors, subcontractors, suppliers, their agents, from and against any and all claims, demands, losses, costs, damages, actions, suits, fine, penalties, liabilities, legal fees, or proceedings arising out of contract or of tort. 

7. Liability: 

Buyer agrees in no event shall the Seller be liable for loss of use, loss of profits, consequential damages including anticipated profits, loss of capital, indirect, or third party claims however caused. Liability of the Seller shall be limited to 25% of the price to the Buyer of the specific Service and/or Goods provided on the Order Documents. 

8. Documentation:

Documentation shall be supplied by Seller as outlined on Sellers quotation. Any documentation not specifically listed on Sellers quotation, if available, will be provided by Seller for price at the time of request to the Buyer.

9. Warranty:

a. The Goods provided by Seller shall be subject only to the manufacturer’s standard warranty. The Buyer acknowledges that any claim for warranty related to the Goods shall be directly with the manufacturer. 

b. The Seller shall at its sole discretion may repair, replace, or refund or credit defective Goods back to Buyer.

c. This limited warranty is conditional on that the Goods are stored, installed, used, and maintained in compliance with the manufacturers operations and maintenance manuals with documented records kept during the warranty period. Buyer must provide records when submitting a warranty claim which warranty claim should be submitted directly to the manufacturer unless otherwise agreed to between the Seller and Buyer.

10. Warranty Exclusion and Limitations:

a. The Seller excludes any and all warranties, including without limitation, implied or statutory warranty or condition of merchantability, fitness for particular purpose, or any other matter with the respect to the Goods or Services.

11. Termination:

a. Buyer may terminate or suspend the Goods and/or Services in this agreement for convenience without cause. Buyer is required to provide written notice to Seller of termination specifying the date of termination. Seller will notify manufacturer of termination notice and date and confirm cancellation or stoppage of work. Buyer shall be liable for the value of the work performed as defined by the manufacturer and restocking charges, cancellation charges, expenses, and any other costs as define by Seller resulting from such termination or suspension. 

b. Seller may terminate the Order Documents upon written notice to Buyer, to declare a breach of contract and terminate this agreement if i) Buyer fails to comply with the terms and clauses set forth in this Order Documents, including without limitation, Buyers failure to pay for any Goods and/or Services as specified in Order Documents; ii) Buyer delays or omits any action that prevents Seller from completing its fulfillment of Order Documents; iii) Buyer becomes insolvent or Buyers financial condition may lead to default of the Order Documents at Sellers sole discretion.

12. Force Majeure:

The Seller will not be liable or responsible in any way for delay or failure to meet delivery of Goods and/or Services as outlined in the Order Documents due to conditions that are reasonably beyond its control, including but not limited to, pandemic, flood, fire, earthquake, other weather conditions, acts of God, war (whether war is declared or not), embargo, riots, rules, laws, regulations, civil unrest, or any government authority orders.

13. General Provisions:

a. Governing Law and Jurisdiction for these Terms and Conditions and the Order Documents shall be interpreted and construed in accordance with, the laws of the Province of Alberta and the laws of Canada applicable in that Province. Any dispute, breach, suit or action connected in any way or arising out of this agreement shall submit to the exclusive jurisdiction of the Court of the Province of Alberta.

b. The Buyer shall not assign its rights or obligations under these Terms and Conditions and the Order Documents without the Seller’s prior written consent.

c. Buyer agrees that if any part of the Order Documents is or becomes illegal, invalid or unenforceable, such clauses or terms shall be deemed to be separate and severable from the Order Documents and all other terms or clauses shall remain in valid, effect, and fully enforceable.  

d. These Terms and Conditions shall supersede any and all other previous Order Documents in regard to the Goods and/or Services. There are no understandings, agreements or representations, express or implied, not specified in these Terms and Conditions and the Purchase Documents and these Terms and Conditions supersede any previous agreements related to the purchase of Products or Services.

e. Costs of Enforcement: Buyer agrees to pay Seller’s reasonable expenses, including all attorney’s fees and costs, incurred in enforcing the terms herein on a client/solicitor basis.

f. A duly authorized representative of the Seller must agree to any modification of these Terms and Conditions in writing.

g. No action, regardless of form, arising out of transactions under these Terms and Conditions and the Order Documents, may be brought by either party more than two (2) years after the cause of action arose.

h. Time shall be of the essence.