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GATES and DOORS Inc. (the “Company”).

STANDARD TERMS & CONDITIONS

 

  1. All orders must be accepted in writing by the Company. Federal and Provincial Taxes and shipping are extra. Prices are FOB the Company’s warehouse.
  2. The Company may at any time when, in its opinion, the financial condition of the Customer or prospective Customer warrants it, either alter or suspend credit, or discontinue deliveries, and render a charge covering the value of any partially finished special products which are then being manufactured for the Customer. In those instances when credit is not established, and in cases where satisfactory references are not given, the terms are cash with the order. For special products in those instances where credit is not established to the satisfaction of the Company, a deposit of at least 50% of total value of the order is required.  Remittances to be made by cheque,  money order or wired funds to the Company.  Delays in transportation shall not extend the terms of payment.
  3. The Company warrants that its products, components, materials, and packaging shall be free from defects for a period of two (2) years, except electronics like the GDI controller are for a period of one (1) year. Product under warranty will be repaired or replaced at the Company’s option. Customer is responsible for shipping costs to the Company's facilities in Markham, Ontario. The Company shall not be liable for any expenses incurred by the Customer or their customers related to the servicing or replacing of the Company’s product including, but not limited to, the cost of contractors, cost of service personnel, travel costs, shipping costs, and / or cost of modifications of Customer’s or their customers’ equipment or premises. The Company’s obligations under this warranty shall be limited to repair or replacement of the product under warranty.  Any repair or replacement will not extend the original warranty expiration date. Failures due to misuse or breakage are not covered under the warranty. Any modification of the product or breakage of any warranty seal voids the warranty. The Company expressly disclaims any and all other warranties and conditions concerning the products and services, including but not limited to any and all implied warranties, warranties of design, merchantability, performance and any and all warranties that might otherwise arise during the course of dealing, usage or trade, including those which may be implied by statute.
  4. In case of refusal or inability of the Customer to accept any shipment in accordance with the terms of the order, the customer shall be liable for freight, express, storage, extra costs of handling and all other expenses incurred by the Company as a result of such refusal or inability.
  5. Any products which have been altered or damaged are not refundable except with the Company’s written consent. To reject products on inspection as defective, the Customer must notify the Company in writing within 30 days from receipt of the products.  Before allowing or rejecting claim, the Company shall then have the option of re-inspection at the Customer’s plant or its own.  Defects that do not impair service shall not be a cause for rejection.  The Company shall have the right to replace within a reasonable time any product or products which in its opinion do not conform to the order.  No claim will be allowed for any products damaged by the Customer or damaged in transit.  Expenses incurred in connection with claims for which the Company is not liable, will be charged to the Customer.  The Company will not be responsible for any work done to correct errors unless such work is authorized by the written consent of the Company.
  6. The Customer acknowledges that it has independently determined that any product, design, drawing, specification, product, document, jig or the like, meets its operating performance requirements and that it does not rely on any representation made by the Company as to the suitability of any product, design, drawing, specification, product, document, jig or the like, for any particular purpose. Under no circumstances shall the Company, its shareholders, directors, officers, employees, agents or persons for whom the Company is responsible for at law, be liable for any incidental, special, indirect, direct or consequential damages or loss of profits, interruption of business or related expenses incurred by the Customer or any third party which may arise out of the use, manufacture or production of any product, design, drawing, specification, product, document, jig or the like, whether or not the Customer was told of the possibility of such damage or injury and including but not limited to those resulting from any defects of any kind.
  7. The Company’s “Confidential Information” shall mean any information of the Company and includes, without limitation, any business, marketing, technical and scientific information, trade secrets, research and development, processes, designs, data, formulae, plans, prototypes, specifications, know-how, improvements, inventions (whether patentable or not), techniques, software, source code, customer lists, suppliers, business opportunities, operations, finances, agreements and the like.
  8. The Customer acknowledges that any product delivered to it, including but not limited to all designs; drawings; specifications, products, documents, jigs and the like, contains and is based upon the Confidential Information of the Company and the Customer agrees that it shall not disclose, reproduce or use, other than in accordance with this Agreement, any Confidential Information of the Company, nor shall it reverse engineer, disassemble, decompile or modify any product, software or product supplied by the Company, nor shall it counsel, procure or assist anyone else to do any of the foregoing.
  9. The Company reserves the right to substitute or change components, suppliers, and the like, without notice to the Customer, provided the substituted elements meet the minimum specifications for the product.
  10. In the event of cancellation, the Customer will pay for costs incurred by the Company in fulfilling the order up to the point of cancellation.
  11. In the event of failure of the Customer to fulfill any of its obligations in relation to a written requests or agreement, including but not limited to purchase orders and service contracts, that have been accepted by the Company for the Company to provide goods and/or services, the Company may hold back further shipments or services upon giving one month's notice in writing, unless within that period the Customer fulfills the obligation concerned and is not then in breach of any further obligation. The Customer’s obligation to make any payments due under this Agreement, incurred during continuation of the Agreement, shall survive any breach of the Agreement.
  12. The Customer will pay for all travel, subsistence and other expenses incurred by the Company in the execution of services requested by the Customer where the destination of such travel is outside the city of the Company’s head office.
  13. All information received from the Customer will be deemed non-confidential unless specified otherwise, in writing. If the Customer provides confidential information to the Company specified as such in writing, the Company will endeavour to keep this information confidential using the same standard of care it accords its own confidential information, but the Company will not assume any liability for disclosure of such information.
  14. All right, title and interest in and to any Confidential Information, patents and/or improvements or derivatives thereof, copyrights or other intellectual property, whether conceived or developed by the Company in providing services to the Customer or otherwise, shall be the exclusive property of the Company.
  15. Delivery times are estimates only. The Company shall endeavour to meet the delivery times, and will notify the Customer in the event of any delay. The Company shall not be liable for any failure to meet the delivery dates.
  16. Any terms and conditions of a Customer’s order which are inconsistent with or additional to the terms and conditions hereof shall not be binding on the Company and shall not be considered applicable to any sale or shipment of the Company’s products. All such terms and conditions are hereby expressly not accepted by the Company.

    17. No waiver by the Company of any breach of these provisions shall constitute a waiver of any other breach.

  1. The Company is not responsible for printers’ errors made in any of its publications and other forms of printed matter, or for any stenographic and clerical errors. All such errors are subject to correction.
  2. This Agreement shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The parties agree that Ontario is the proper forum for any matter arising under this Agreement and that the courts of Ontario shall have exclusive jurisdiction and that the parties hereby irrevocably attorn to the exclusive jurisdiction of the courts in the Province of Ontario.
  3. If any provision of this Agreement is held invalid or unenforceable for any reason, by a court of competent jurisdiction, such provision is fully separable and the remaining provisions of this Agreement shall remain in full force and effect.
  4. Territory: Canadian Customer shall take such action and measures as shall be necessary to ensure that Company’s products are sold only in the Territory of Canada, and not sold or resold in or into the United States or anywhere outside of Canada by the Customer or any other party in the chain of distribution (whether as a part of a finished product assembled or produced by a third party or otherwise) without first obtaining the prior written consent of the Company. The Company may arbitrarily withhold such consent.
  5. Non-Exclusive Territory:  Nothing in this Agreement grants Customer an exclusive territory to market and resell any of the Company’s products. Company reserves the right to market and sell, and authorize others to market and sell, the Company’s products in any manner the Company chooses.

 

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