Terms of Sale
Unless otherwise expressly agreed to in writing by Brenntag Canada Inc. all sales shall be subject to the following terms and conditions:
1. Brenntag Canada Inc. warrants that the products herein described shall conform to Brenntag Canada Inc.'s specifications for such products. This warranty is in lieu of all other warranties or conditions, express or implied, statutory or otherwise, including but not limited to merchantability or fitness for any particular purpose. Buyer assumes all risks and responsibility for results in use of the products or handling of the products, whether used singly or in combination with other products.
2. In accepting the products described herein, Buyer shall be deemed to have declared itself familiar with the nature, hazards and use of the products and their containers and shall assume all liability resulting from, or in any way connected with, their possession, transportation, handling or the use thereof or their suitability for any particular end use.
3. All sales shall be subject to the following:
3.01 Ownership of the products shall effectively pass from Brenntag Canada Inc. to Buyer at Brenntag Canada Inc.'s shipping point unless stated otherwise on the face of this document.
3.02 A service charge of 1.5% per month (19.56% per annum) will be applicable to all arrears of payment and interest.
4. The rate of existing taxes, duties, exchange taxes or other charges shall be the rate in effect at the time of transfer of title to the Buyer.
5. Claims on account of defect in quality or loss of, damage to, or shortage in quantity of, the products shall be deemed to be waived by the Buyer unless made in writing within thirty (30) days from the date or receipt at destination and the amount of any such claim and Brenntag Canada Inc.'s liability shall in no event exceed the purchase price of the product with respect to which such claim is made, together with the transportation charges paid thereon to destination by the Buyer. Brenntag Canada Inc.'s weights, volumes and sizes at shipping points shall govern. In no event shall Brenntag Canada Inc. be liable to the Buyer for loss of profits or special, indirect or consequential damages.
6. The waiver by Brenntag Canada Inc. of any breach or failure by Brenntag Canada Inc. to enforce any of the terms or conditions contained herein shall not in any way affect, limit or prevent Brenntag Canada Inc.'s right thereafter to enforce and compel strict compliance with each and every term or condition contained herein.
7. Returnable containers shall remain the property of Brenntag Canada Inc. and shall not be used by Buyer for purposes other than the storage of products delivered therein by Brenntag Canada Inc.. Buyer undertakes to return such containers to Brenntag Canada Inc. promptly when empty. Buyer shall pay Brenntag Canada Inc. container deposit charges, as established by Brenntag Canada Inc. from time to time, and shall remit the amounts of such charges when making payment for the products delivered therein. Container deposit charges will be refunded to Buyer upon return of the containers, provided they are in good condition.
8. In the event that Brenntag Canada Inc. agrees to respond to an emergency involving products sold by Brenntag Canada Inc. to Buyer where Buyer has a legal responsibility to respond to the emergency, Buyer agrees to accept the actions of Brenntag Canada Inc., its subsidiaries, associated companies, employees, directors and agents and agrees to indemnify and save them harmless from and against all losses, damages, injuries, liabilities, actions, claims or proceedings resulting from their actions at the emergency excepting such claims caused by their wilful misconduct or gross negligence.
9. Brenntag Canada Inc. may assist Buyer in unloading the products but this service will be rendered only under the direction of Buyer. Buyer shall save Brenntag Canada Inc. harmless from any claims or damages from unloading the products.
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