Standard Terms and Conditions of Sale
STANDARD TERMS AND CONDITIONS OF SALE
All WIKUS CANADA LTD. (“WIKUS”) products or services purchased from or provided by WIKUS, including products or services purchased through its authorized representative, are subject to the following terms and conditions. No terms or conditions other than those set forth in this document and any documents attached to or incorporated by reference in this document shall be binding upon WIKUS unless agreed to in writing by an authorized WIKUS signing officer.
1. Quotations: Any drawings, specifications, notes or other data provided with any quotation furnished by WIKUS shall be deemed to be part thereof. Quotations furnished by WIKUS or its authorized representative are not intended as and shall not be construed as constituting an offer to the buyer. Any quotation provided by WIKUS or its authorized representative is subject to, and shall not become binding upon WIKUS until WIKUS’ acceptance of buyer’s order, subject to these terms, without qualification. To the extent that these terms might be treated as an acceptance of buyer’s prior offer, such acceptance is expressly made on condition of buyer’s assent to these terms, without qualification. All quotations shall expire thirty (30) days from the date of issuance unless otherwise stated on the quote. Quotations do not constitute a guarantee that the required product will be delivered within the stated time period or at the stated cost. Acceptance of any product delivered pursuant to this document shall be conclusively deemed to be acceptance of these terms and conditions.
2. Modifications to Orders; Changes: All requests for order modifications must be submitted in writing to WIKUS and will not bind WIKUS unless agreed to in writing by an authorized WIKUS signing officer. No other party, including WIKUS distributors, resellers, integrators, agents, representatives, employees or contractors, are authorized to approve order modifications. WIKUS reserves the right to introduce improvements, enhancements, modifications or substitutions for any products, notwithstanding any specific provision of these terms or a quotation, provided that such modification or substitution maintains or contributes to an improvement in the overall performance of the product.
3. Payment and Currency: All invoices are issued as of the date of shipment. Payment shall be due on the date of shipment of goods unless otherwise specified in the quote. All product prices and amounts payable shall be payable in the currency specified in the applicable invoice. Interest will accrue on overdue accounts at 1.0% per month compounded (12.68% per annum).
4. Duties and Taxes: Prices are exclusive of any duties, brokerage fees, sales, use, value-added or other taxes unless so stated on the quotation. Any taxes (including without limitation, withholding, value added and use taxes), duties and brokerage fees applicable to the amounts payable by the buyer, including any amounts (and interest applicable to such charges) charged in lieu thereof, are solely the responsibility of the buyer.
5. Delivery and Risk of Loss: Delivery dates as quoted are estimates and not guarantees and are based on conditions at the time of quotation. All deliveries are EXW WIKUS’s Mississauga facility (as such term is defined in INCOTERMS 2000) and shall be shipped freight collect unless specifically stated otherwise. Customs clearances are the responsibility of buyer. The transfer of products to a common carrier constitutes delivery to the buyer and any risk of loss for products shall pass to the buyer at such time. Title to the products shall pass to the buyer upon payment in full by the buyer for the products provided. The buyer acknowledges, agrees and grants to WIKUS a security interest in the products (together with their proceeds including insurance proceeds) and this or any other appropriate document may be registered with the relevant authorities to perfect the security interest granted. Until paid for in full, the buyer shall not pledge or otherwise encumber the products. The buyer agrees to immediately report to WIKUS: (i) any seizure or attachment of the products by the buyer’s creditors; (ii)
any petition in bankruptcy, insolvency, receivership or similar proceedings filed by, or against, the buyer; or (iii) any arrangement, composition or similar agreement for the benefit of the buyer’s creditors.
6. Returns: Returned products are subject to a minimum restocking charge of thirty per cent (30%) of the sale price. Return shipping and duty charges are the responsibility of the buyer. The buyer is not permitted to return products that have been modified or altered in any way. Special orders or welded bandsaw blades cannot be returned for credit. Returned products shall be subject to inspection by WIKUS prior to any repair, replacement or refund (if any) issued to the buyer. If WIKUS determines that any returned product is not defective, the buyer agrees to pay WIKUS reasonable costs for inspection and testing and WIKUS may return the product at buyer’s risk and expense.
7. RGA (Return of Goods Authorization): A Return Goods Authorization must be obtained from WIKUS before returning any products. Failure to do so will result in return of any shipment to buyer at buyer’s sole risk and expense. Failure to return products within 30 days of the date of the RGA shall be deemed by WIKUS to be full acceptance of the products and a withdrawal of the return request.
8. Warranty: WIKUS warrants WIKUS products delivered to the buyer will be free from defects in material and workmanship in accordance with WIKUS’s applicable specifications. The buyer shall examine the goods upon receipt. Failure of the buyer to give written notice of any claim for errors, defective goods, shortages, or other cause within ten (10) days after buyer receives those goods shall be an unqualified acceptance of those goods and a waiver by the buyer of all claims. For the purposes of this warranty ‘WIKUS’ applicable specifications’ means, subject to the limitations and exclusions set out in Section 13, either the WIKUS specifications provided to the buyer as part of a written quotation prior to submission of the buyer’s purchase order or, if specifications have not been so provided, WIKUS’ most current specifications for the particular product at issue.
9. Warranty Claims: All claims must be made in writing. No other claims are permitted.
10. Warranty Repair Shipments: The buyer is required to arrange for all product shipments to WIKUS for warranty repair and is responsible for all shipping and handling costs to WIKUS’ facilities. WIKUS will pay reasonable return shipping and handling charges, provided the warranty claim is found by WIKUS to be valid.
11. Repairs Outside of Warranty: The buyer will pay for repair or replacement outside of the warranty period at WIKUS’s current prevailing rates.
12. Warranty Repair or Replacement: All warranty repairs are performed at WIKUS’ facilities. WIKUS will either repair or replace, at WIKUS’ sole option, any product found defective due to workmanship and/or materials, or to refund the purchase price (upon return of the product, if requested by WIKUS), the choice of which is at WIKUS’ sole option provided that the buyer has reported such defect to WIKUS as required and WIKUS has, upon inspection, found such product to be defective within the scope of this warranty. All replaced products shall become WIKUS’ property.
13. Warranty Limitations: The foregoing are the buyers’ sole and exclusive remedies and WIKUS’ sole and exclusive obligations and liabilities for breach of the warranty by WIKUS. All warranties shall immediately become null and void should WIKUS, at its sole discretion, determine that the products have been subject to unauthorized modification, misuse, abuse, neglect, accident, improper installation or application, alteration or neglect in use, storage, transportation or handling EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 8, THE PRODUCTS ARE SUPPLIED ON AN “AS IS” BASIS AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT PROVIDED HEREUNDER OR IN CONNECTION HEREWITH BY WIKUS OR ITS AUTHORIZED REPRESENTATIVES. WIKUS DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN PARTICULAR, AND WITHOUT LIMITING THE FOREGOING, THE PRODUCTS ARE NOT FAULT- TOLERANT AND ARE NOT DESIGNED FOR USE IN ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT 0NAVIGATION, OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES OR DIAGNOSTIC WIKUS MACHINES, OR WEAPONS SYSTEMS, AND WIKUS MAKES NO REPRESENTATION, WARRANTY OR CONDITION AS TO THE SUITABILITY OF THE PRODUCTS OR SERVICES FOR ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE IN WHICH THE FAILURE OF THE PRODUCT COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGES, EVEN IF WIKUS HAS PROVIDED ANY ADVICE, CONSULTATION OR SERVICES WITH RESPECT THERETO.
NO REPRESENTATION OR AFFIRMATION OF FACT OTHER THAN THOSE SET OUT IN SECTION 8 SHALL BE DEEMED TO BE A WARRANTY, CONDITION OR REPRESENTATION BY WIKUS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO INFORMATION CONTAINED IN ANY PROMOTIONAL MATERIAL, DRAWINGS, SPECIFICATIONS, NOTES OR OTHER DATA SHALL BE DEEMED TO BE A WARRANTY, CONDITION OR REPRESENTATION REGARDING THE PERFORMANCE OR SUITABILITY OF ANY PRODUCT FOR ANY PARTICULAR USE OR APPLICATION. NO AGREEMENTS VARYING OR EXTENDING THE TERMS OF THE WARRANTY AND LIMITATIONS WILL BE BINDING ON WIKUS UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED SIGNING OFFICER OF WIKUS.
WIKUS DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS WILL MEET ANY OR ALL OF THE BUYERS’ PARTICULAR REQUIREMENTS, OR THAT ALL ERRORS OR DEFECTS IN THE PRODUCTS CAN BE DETERMINED OR CORRECTED. WIKUS PROVIDES NO WARRANTIES FOR THIRD PARTY PRODUCTS OR SERVICES WHATSOEVER.
14. Contingencies: WIKUS shall not be liable for default or delay in performance if caused, directly or indirectly, by acts of God; war; force of arms; fire; the elements; riot; labour disputes; picketing or other labour controversies; sabotage; civil commotion; accidents; any governmental action or inaction, prohibition or regulation (including without limitation, restrictions on import/export); delay in transportation facilities or default of a common carrier; shortage or breakdown of or inability to obtain or non-arrival of any labour, material or equipment used in the manufacture of the products covered hereby; failure of the Internet (including ISPs), or from any cause whatsoever beyond WIKUS’s control, whether or not such cause be similar or dissimilar to those enumerated. WIKUS shall promptly notify the buyer of the happening of any such contingency and of the contemplated effect thereof on the manufacture and delivery of the products.
15. Export and Government Regulations: Products and any confidential information provided hereunder or in connection herewith are subject to any restrictions concerning export/import imposed by Canadian or other international governmental authorities or agencies. Accordingly, the buyer acknowledges and agrees that it shall not export or import, directly or indirectly, any products or confidential information or any products utilizing any confidential information to any country for which the Canadian Government or any agency thereof at the time of export requires an export licence or other governmental approval, without first obtaining the necessary export permits to do so. If WIKUS is the exporter of record, this order is subject to WIKUS’s ability to obtain export licenses and other necessary papers within a reasonable period. The buyer shall furnish all Consular and Custom declarations and shall accept and bear all responsibility for penalties resulting from errors or omissions thereon.
16. No Authority To Bind: The buyer acknowledges and agrees that no party other than WIKUS, including but not limited to any authorized representative of WIKUS, has authority to bind WIKUS, to give or make any representations or warranties on behalf of WIKUS, or to incur any liabilities, obligations or commitments on behalf of WIKUS. The buyer will not give or make any warranties or representations on behalf of WIKUS or incur any liabilities, obligations or commitments on behalf of WIKUS.
17. Limitations: The buyer acknowledges and agrees that THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCTS IS ASSUMED BY THE BUYER and buyer will fully indemnify WIKUS, its affiliates, subsidiaries, agents, representatives, dealers and licensors and the employees, directors, officers, agents and contractors of each of them from and against any and all claims, actions, demands, costs, loses and expenses (including reasonable attorney’s fees) arising from buyer’s or its customers’ use of the products or services, including without limitation, personal injury, death and property damage (whether tangible or intangible). UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT (INCLUDING NEGLIGENCE), CONTRACT (INCLUDING FUNDAMENTAL BREACH) OR OTHERWISE, SHALL WIKUS, ITS AFFILIATES, SUBSIDIARIES, AGENTS, REPRESENTATIVES, DEALERS OR LICENSORS OR THE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CONTRACTORS OR SERVANTS OF ANY OF THEM HAVE ANY LIABILITY TO THE BUYER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA, LOSS OF TIME OR USE OF THE PRODUCTS, COST OF RECOVERING PRODUCTS OR DATA, COST OF SUBSTITUTE PRODUCTS OR SERVICES, CLAIMS BY THIRD PARTIES, OR OTHER COMMERCIAL OR ECONOMIC LOSS, DAMAGES TO PROPERTY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGES OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WIKUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE.
THE MAXIMUM AGGREGATE LIABILITY OF WIKUS IN ANY CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT (INCLUDING FUNDAMENTAL BREACH) OR OTHERWISE SHALL NOT EXCEED THE PRICE PAID BY THE BUYER FOR THE PARTICULAR PRODUCT OR SERVICES GIVING RISE TO THE CLAIM.
18. Basis of Bargain: The limited warranty, exclusive remedies and limited liability set out herein are fundamental elements of the basis of the bargain between the buyer and WIKUS. The buyer acknowledges and agrees that WIKUS would not be able to provide the products and services at such prices without such limitations.
19. Severability; No Waiver: Section titles are for reference only and will not affect the meaning or interpretation of these terms. In the event that any provisions of these terms shall be held to be illegal or unenforceable, such provision shall be deemed severed from these terms and the remaining terms shall remain in full force and effect. Neither party’s rights to enforce these terms shall be affected by any prior course of dealing, waiver, delay, omission or forbearance.
20. Previous Agreements: These terms and conditions are the entire agreement between the buyer and WIKUS with respect to the subject matter and supersede those contained in all previous quotations, orders and agreements, oral or written, including all pre-printed terms and conditions appearing on the buyer’s order forms even if accepted by WIKUS, and shall govern future transactions between the buyer and WIKUS. No change or modification to these terms and conditions will be binding on WIKUS unless agreed to in writing by an authorized signing officer of WIKUS. For greater certainty, any terms or conditions contained in any purchase order or other communication by buyer which are inconsistent with these terms and conditions will be of no force or effect, notwithstanding that WIKUS may accept the purchase order or other communication.
21. Governing Law: These terms and the sale of any products hereunder shall be governed by and construed in accordance with the laws of the Province of Ontario, excluding that body of law applicable to choice of law and the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such Convention, if otherwise applicable. Each party consents and attorns to the exclusive jurisdiction of the courts of Ontario located in Toronto, Ontario.
22. Non-Assignment: The buyer may not assign any of its rights or interests hereunder without the prior written consent of WIKUS. Any attempted or purported assignment of such rights or interests without the prior written consent of WIKUS shall be null and void.
STANDARD TERMS AND CONDITIONS OF SALE
1. Preamble Standard Terms and Conditions for the sale of our products apply without reservation , unless amended by express agreement accepted in writing by both parties.Offer, order acknowledgment, order acceptance of sale of any products are subject to the terms contained in this instrument. Any conditional or different terms proposed by the buyer are hereby objected to and will not be binding upon the seller unless consented in writing by the seller. These terms govern any further individual contract as to the conditions of purchase between the seller and the buyer and exclude any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the buyer. Any typographical, clerical or other error or omission in any sales prospectus, quotation, price list, acceptance of offer, invoice or other document of information issued by the seller are subjected to correction without any liability on the part of the seller. The provisions of the Standard Terms and Conditions extend to standard contract conditions which are used in a contract with a merchant in the course of business only.
2. Orders and Specifications No order submitted by the buyer shall be deemed to be accepted by the seller unless and until confirmed in writing by the seller or the seller’s representative within 21 days after submittal. Quantity, quality and description as well as any specifications of the goods answer the seller ́s quotation (if accepted by the buyer) or the buyer’s order (if accepted by the seller). All specifications, such as sales prospectus, quotation etc. are strictly confidential and must not be made available to third parties. The buyer is responsible for the accuracy of the terms of any order submitted must give the seller any necessary information relating to the goods within sufficient time to enable the seller to perform the contract in accordance with the terms. If the goods are to be manufactured or processed by the seller in accordance with the specifications submitted by the buyer, the buyer must indemnify the seller against any loss, damages, costs and expenses awarded against or incurred by the seller in connection with or paid or agreed to be paid by the seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the seller’s use of the buyer’s specification. The seller reserves the right to make any changes in the specification of the goods as statutory requirements have to be taken into consideration without any material deterioration in quality and performance .
3. Price of the Goods The price of the goods is the seller’s quoted price or, where no price has been quoted, the price given in the seller’s current topical price list is valid . When goods are supplied for export from Germany, the seller’s current price list is amended from time to time . The seller reserves the right, by giving notice to the buyer at any time before delivery, to increase the price of the of the goods, if there is a general price development which is beyond control of the commercial parties (such as exchange rate fluctuations, currency regulations, duty liabilities, significant increases in the costs of material and production). Furthermore in regard to any change in the circumstances of the delivery or in the event of falling short with the minimum order volumes as quoted in the respective price lists. Except otherwise stated under the terms of any quotation or in any current published price list and unless otherwise agreed in writing between the buyer and the seller, all prices are given by the seller on an ex works basis (incoterms 2000), and where the seller agrees to deliver the goods otherwise than at the seller’s premises, the buyer is liable to pay the seller’s charges for transport, packaging and insurance. The price is exclusive of any applicable VAT, which the buyer is liable to pay to the seller in addition. If the sale is not subject to the application of VAT (e. g. EU domestic
trade) the buyer is exempt from VAT, unless the buyer fails to submit his VAT-Ident number in his order or fails to provide the required documentation in order to prove the exemption from VAT, in that case the seller is entitled to invoice VAT all the same. If the tax authorities levy VAT on an invoice subsequently, the buyer must indemnify the seller or pay the respective VAT to the seller.
4. Terms of Payment The buyer must pay the amount invoiced within 20 days after the date of the seller ́s invoice. Payment are to be effected by interbank payment transaction only; no cheque or bill of exchange are in line with payment obligations. If the buyer fails to make any payment on the due date then, the seller at his discretion is without prejudice to any rights or claims entitled to: – cancel the contract or suspend any further deliveries to the purchaser; or – charge the buyer interest on the amount unpaid, at a rate of 7 per cent per annum above the European Central Bank ́s reference rate, until full and final payment has been made. The buyer is entitled to prove that delay of payment caused no or little damage only.
5. Delivery The buyer is to collect the goods at the loading premises at any time after the seller has notified the buyer that the goods are ready for collection or, if some other place for delivery has been agreed upon the goods are to be delivered to that place. If delivery of goods is made in bulk, the seller reserves the right to deliver up to 10 % more or 10 % less than the quantity ordered without any adjustment in the price, and the quantity so delivered is deemed to be in accordance with the quantity ordered. If a fixed time for delivery has been agreed upon contractually, the seller is entitled to postpone the delivery date up to four weeks by written notice which has to be submitted to the buyer three weeks prior to the original delivery date. If a fixed time for delivery is provided for in the contract, and the seller fails to deliver within that time or any extension thereof granted, the buyer is entitled after giving notice to the seller within a reasonable time in writing, to claim a compensation in the maximum amount of 0,5% per week of the net price payable for the respective single order, unless it can be reasonably concluded from the circumstances of the particular case that the buyer has suffered no loss. Such a restriction does not apply if to seller ́s knowledge the business had to be settled on a fixed date or if the delay was caused by gross negligence or intention by the seller, his agents or representatives or if there was any other breach of any essential contractual obligation. If for any reason whatever the seller fails within such time of effect delivery, the buyer is entitled by notice in writing to the seller to fix a deadline after the expiry of which the buyer is entitled to terminate the contract. The buyer may also recover damages from the seller if the latter is to be made responsible for. Damages may only be claimed by the buyer if the seller (or his representatives) intentionally or negligently failed to fulfil the contract. The seller, nevertheless, is held responsible for not fulfilling any further essential contractual obligation. If the buyer fails to accept delivery on the due date, he nevertheless must make any payment conditional on delivery as if the goods had been delivered. The seller will arrange for the storage of the goods at the risk and costs of the buyer. If required , the seller will insure the goods at the cost of the buyer. In the event of forwarding the delivered goods to a third party, the buyer is solely responsible to comply with any possible export restrictions, customs regulations or any other statutory or administrative regulations and must indemnify the seller for any liability arising from the possible infringement of such restrictions, regulations and orders.
6. Transfer of Risks Risk of damage to or loss of the goods is to be passed on to the buyer as follows: – in the case of goods to be delivered otherwise than at the loading premises, at the time of delivery or, if the buyer wrongfully fails to take delivery of the goods, the time when the seller has tendered delivery of the goods; – in the case of goods to be delivered at the seller’s premises („ex works“, Incoterms 2000) at the time when the seller notifies the buyer that the goods are available for collection.
7. Retention of Title Notwithstanding delivery and the passing on of risks in the goods, or any other provisions of these conditions, the property in the goods shall not pass on to the buyer until the seller has received full payment. The seller has absolute authority to reclaim, sell or deal otherwise with or dispose of the goods in which title remains vested in the seller. Until the property in the goods passes on to the buyer, the buyer must keep the goods as the seller’s fiduciary agent, and he must keep the goods properly stored, protected and insured. Until full payment the buyer is entitled to resell or use the goods in the ordinary course of business transaction, but he must give account to the seller for the proceeds from the sale including insurance proceeds, and must keep all such proceeds separate from any moneys or properties belonging to himself and third parties. If the goods are processed or reshaped by the buyer and if processing is done with parts that the seller has no claim on the seller nervertheless becomes co-owner of the goods. The same applies if the seller’s goods are completely reshaped and mixed with other goods. If third parties take up steps to pledge to otherwise dispose of the goods, the buyer must immediately notify the seller in order to enable him to go into court in accordance with § 771 of the German Code of Civil Procedure. If the buyer fails to do so in due time he will be held liable for any damages caused. The seller shall on demand of the buyer release any part of the collateral if the value of the collateral held in favour of the seller exceeds the value of the claims being secured. It is the seller’s decision to release those parts of the collateral suitable for him.
8. Warranties and Exclusion Clauses The buyer must examine the goods as required by German Law according to § 377 of the German Commercial Code and in doing so bring forward any objections. The buyer is not entitled to return the goods unless at the request of the seller. The seller guarantees that all items delivered under this agreement will be free from defects in material and workmanship, conform to applicable specifications, and, to the extent that detailed designs have not been furnished by the buyer, will be free from design defects and suitable for the purposes intended by the buyer. The seller is not liable for the goods being fit for a particular purpose unless otherwise agreed upon. The above warranty given by the seller is subjected to the following conditions: – the seller shall not be liable in respect of any defect in the goods arising form any design or specification supplied by the buyer; – the seller shall not be liable under the above warranty if the total price for the goods has not been paid by the due date for payment; – the above warranty does not extend to parts, materials or equipment manufactured by or on behalf of the buyer unless such warranty is given by the manufacturer to the seller. This warranty does not cover defects in or damage to the products which are due to improper installation or maintenance, misuse, neglect or any cause other than ordinary commercial application. Any discharge from liability will be void if a defect results from a grossly negligent or intentional breach of contract on the part of the seller. The same applies if the seller may be held responsible for the breach of any other essential contractual obligation. The buyer is entitled to demand the delivery of any substitute goods, or the repair or a reduction of the purchase price if so provided for in the terms of the individual contract of sale. Where any valid claim in respect of any goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to the seller in accordance with these conditions, the seller shall be entitled at the seller’s sole discretion to either replace the goods free of change or repair the goods. If the seller is neither ready nor able to either repair or replace the goods the buyer shall be entitled at the buyer’s sole discretion to claim a reduction of price or the cancellation of the contract. If the buyer is requested by the seller to return the goods, the buyer shall prior to returning the goods submit the completed return form (see under “download” on www.wikus.com) and attach the completed return form to the transport documents. Should the buyer fails to submit the return form to the seller or to attach the return form to the transport documents or to fix the return form visibly on the returned goods and pursuant to such year the identification of the returned goods is hindered or impossible, all and every warranty claims of the buyer shall be excluded.
9. Miscellaneous Clauses The seller reserves the right to improve or modify any of the products without prior notice, provided that such improvement or modification shall not sustainably affect the form and function of the product. These terms supersede and invalidate all other commitment and warranties relating to the subject matter hereof which may have been made by the parties either orally or in writing prior to the date hereof, and which shall become null and void upon availability of these terms. These terms shall be treated confidentially by either party unless otherwise agreed upon in writing.
10. Choice of Law; Place of Jurisdiction This agreement shall be governed by and construed in accordance with non-harmonized German law under the exclusion of the United Nations Convention on the sale of goods and each party agrees to submit to the jurisdiction of the courts having exclusive jurisdiction for the seller. The seller has the right to bring a claim before a court at the buyer’s principal place of business or at his discretion before any other court being competent according to any national or international law.
PLEASE REMIT PAYMENT TO: WIKUS Canada Ltd. , Unit 3, 3550 Laird Rd., Mississauga, ON L5L 5Z7
Tel: (905) 670-5785 | Fax: (905) 670-5786 | Toll Free Tel: 833-WIKUS-CA | Email: sales@wikus-canada.ca
Royal Bank of Canada, 200 Bay St., Toronto, ON M5J 2J5
Account information: Bank: 003 | Branch: 00002 | Account: 1442490
HST/GST: 75073 7710 RT0001 | QST: 1226292574 TQ0001