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Thank
you for your interest in our products. WCLLI
can offer you the finest softwood and hardwood lumber available today.
The
materials provided herein are for informational purposes only. They are
subject to change at any time due to such factors among others as changes
in market prices, changes in products, grade guidelines and/or product
availability in our company. No representations or warranties, express or
implied, expressly including warranties of merchantability or fitness for
a particular purpose, are made herein other than to set forth basic
information concerning West Canada Log and Lumber Inc., its structure and
its products. Any representations or warranties concerning particular
sales are made only at the time of a sale or contemplated sale of
identified goods.
The contract for the sale of the products and services (collectively, the
"Products") described on the front of this document by the West Canada Log
and Lumber Inc. ("Seller") to the buyer identified there ("Buyer") is
expressly limited to the terms set forth, or expressly incorporated by
reference, on this document ("Terms"). The Terms will be deemed to be
accepted and agreed to by Buyer upon Buyer's acceptance of delivery of any
of the Products, or any other action by Buyer acknowledging this document.
1. Seller may cancel or delay shipment of
any accepted order if Buyer's credit becomes impaired or unsatisfactory to
Seller, if Buyer fails to meet any financial obligation to Seller, or if any
other event or circumstance occurs or exists which causes Seller to believe
that cancellation or delay of the order is advisable. Seller is not
responsible for any delay in shipment or delivery of Products occurring
after Seller delivers the Products to a common carrier for shipment, or due
to any cause beyond Seller's control. All sales by Seller are final, and no
Products may be returned without prior written authorization from Seller.
2. Unless otherwise specified, all prices are F.O.B.mill or loading site for
West Canada Log and Lumber Inc. Loaded truck, port from
which the Products are sent, with all freight, insurance, taxes, and other
transaction costs are to be paid by Buyer. All risk of loss or damage will be borne by
Buyer after delivery of any Products to the carrier at the F.O.B. point.
Payment,
price and credit terms are subject to change without notice.
3. Seller warrants that it will maintain consistent standards of quality and
workmanship. There are no other warranties or representations that have been
made by Seller or relied upon by Buyer. THIS WARRANTY IS IN LIEU OF ALL
OTHER WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, AND IS STRICTLY LIMITED
TO ITS TERMS. SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR OF SUITABILITY
OR FITNESS OF ITS PRODUCTS FOR ANY PARTICULAR PURPOSE, OR AGAINST
INFRINGEMENT OF PATENT OR OTHER RIGHTS OF THIRD PARTIES BY ANY OF ITS
PRODUCTS. SELLER DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTY OF TITLE,
FOR ANY PRODUCT SUPPLIED TO SELLER BY BUYER.
4. In no event will Seller be liable for any claim or demand against it by
any party other than Buyer or for any special, indirect, economic,
incidental, or consequential damages, regardless of whether Seller knows or
is advised of the possibility of such damages. The sole and exclusive remedy
of Buyer shall be the repair or replacement of Product or, at Seller's sole
option, refund of the purchase price of any Product, and liability of Seller
with respect to any contract or sale or anything done in connection
herewith, whether in contract, in tort, under any warranty, or otherwise,
shall not exceed the price of the Product on which such liability is based.
This exclusive remedy shall not be deemed to have failed of its essential
purpose so long as Seller is willing and able to repair or replace defective
Product or refunds the purchase price of such Product.
5. All claims of Buyer arising hereunder shall be forever barred unless
Buyer gives notice thereof within 10 days from the event or omission-giving
rise to such claim. Failure by Buyer to give notice of such claim in
accordance with this paragraph shall constitute an absolute bar to such
claim. Buyer shall have a period of one year from the date of its notice in
which to file suit and failure to do so shall constitute an absolute bar to
any claim of Buyer.
6. This document (together with any other written agreement between the
parties that incorporates the Terms by reference) constitutes the entire
integrated agreement between Seller and Buyer and supersedes all prior oral
or written agreements and understandings. Seller objects to and rejects all
additional or different terms in any purchase order or other writing sent by
Buyer.
7. The parties agree that their relations have a substantial connection with
the Commonwealth of British Columbia and accordingly agree that the
substantive law of the
Commonwealth of British Columbia shall apply to any disputes. The
choice of law principles of the
Commonwealth of British Columbia shall not be utilized to cause the
law of another jurisdiction to apply. The parties further agree that the
appropriate court in the City of Vancouver, British Columbia, shall be the
exclusive forums in which any action shall be brought for any matter not
subject to the dispute resolution procedures set forth in paragraph 9.
Provided, however, at Seller's sole option, it may elect to initiate
proceedings against Buyer in any forum in which Buyer maintains an office,
does business, or owns any property. Buyer expressly consents to
jurisdiction of those courts and agrees to the appropriateness of the venue
of the courts designated herein.
8. Buyer agrees to pay, indemnify and hold Seller harmless against all
claims, suits, expenses, losses, liability and costs incurred by Seller
(including costs of investigation, negotiation, collection agencies, and
attorneys' fees), arising out of or resulting from (i) any acts or omissions
of Buyer or its agents or employees resulting in any suit or claim against
Seller; or (ii) any disputes, collection actions, or litigation arising out
of dealings between Seller and Buyer. Should Seller be entitled to
indemnification or successfully pursue relief against Buyer (whether in
court or in alternative proceedings), including specifically its right to
collect any sums due, it shall also be awarded its full costs of
investigation, negotiation, dispute resolution, litigation, and settlement
(including actual court costs, collection agency fees, and attorneys' fees
and expenses consisting of, at Seller's sole election, either 25% of the
amount owed by Buyer or Seller's reasonable attorneys' fees and expenses;
Buyer understands that the amount of attorneys' fees is intended to take
into account and anticipate post judgment collection efforts).
9. The parties will attempt to settle all disputes, controversies or claims
- whether based on contract, tort, statute, fraud, misrepresentation or any
other legal theory - through good faith negotiations. If those attempts fail
to resolve the dispute within 15 days of the date of initial demand for
negotiations, then the parties shall try in good faith to settle the dispute
by mediation conducted in Vancouver, British Columbia, under the CPR Institute for Dispute
Resolution Model Mediation Procedure for Business Disputes. Any remaining
disputes not settled by mediation shall be arbitrated in
Vancouver, British Columbia, under the then current
British Columbia
International Commercial Arbitration Center. The arbitrator shall not have
the power to award damages in excess of actual damages, such as punitive
damages and damages excluded under paragraph 4 of the Terms. This provision
shall apply to all claims of Buyer, regardless of when those claims arose or
accrued. Provided, however, at Seller's sole election, it may pursue sums
due and owing to Seller from Buyer in court, foregoing the procedures
otherwise mandated hereunder.
10. All sales
and the parties' performance under it shall be controlled and governed by,
and construed in accordance with, the substantive laws (as opposed to the
choice of law rules) of
British Columbia
applicable to transactions and agreements made and to be performed entirely
within British Columbia. Any legal action arising out of or relating to
sales or the parties' performance under it must be brought and maintained in
a state or federal court of competent jurisdiction situated in the City of
Vancouver, British Columbia. Seller irrevocably consents to the exclusive
jurisdiction and venue of such courts with respect to any such legal action.
11. All sales
comprises the entire agreement between West Canada Log and Lumber Inc. and Seller, and supersedes all
prior agreements and understandings, relating to the purchase and sale of
the Products.
12. The
parties will attempt to settle all disputes, controversies or claims -
whether based on contract, tort, statute, fraud, misrepresentation or any
other legal theory - through good faith negotiations. If those attempts fail
to resolve the dispute within forty-five (45) days of the date of initial
demand for negotiations, then the parties shall try in good faith to settle
the dispute by mediation conducted in
Vancouver,
British Columbia, under the CPR Institute for Dispute Resolution Model
Mediation Procedure for Business Disputes. Any remaining disputes not
settled by mediation shall be arbitrated in Vancouver, British Columbia,
under the then current British Columbia International Commercial Arbitration
Centre.
Should there
be any questions regarding this notice, please
contact us.
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