Solar Trader Inc.’s Standard Terms and Conditions of Sale
1. The following terms and conditions of sale (“Terms and Conditions”) shall govern the sale by Solar Trader Inc. ("Solar Trader" or "Seller") of products (the “Product” or “Products”) referred to on the reverse side of these Terms and Conditions manufactured by third parties (“Third Party Manufacturer” or “Third Party Manufacturers”) and sold to you (the “Buyer”) located in Canada, unless Buyer has signed a separate formal purchase agreement with Solar Trader. Certain additional terms may accompany the Products and shall apply.
By using http://www.solartrader.ca (the “Web site”) to make on-line purchases of the Products, Buyer agrees to be bound by and accepts these Terms and Conditions.
Solar Trader reserves the right to add, delete or amend these Terms and Conditions without prior written notice at any time, at Solar Trader's sole discretion.
2. These Terms and Conditions supersede those contained in all previous quotations, purchase orders and agreements, oral or written, and shall govern future transactions between the Buyer and Solar Trader.
3. Subject to the terms contained in this section, any quotation provided by Solar Trader will be valid for the duration stated in the quotation. If no duration is stated, such quotation will be valid for 48 hours.
Although Solar Trader strives to provide accurate product and pricing information, errors or misprints may occur. Solar Trader cannot confirm the price of a Product until after you order the Product. Notwithstanding anything contained in this section 3, in the event that a Product is listed at an incorrect price or with incorrect information due to an error in pricing or product information, Solar Trader shall have the right, at our sole discretion, to refuse or cancel any orders, or part of an order placed or subsequently processed by Solar for that Product and terminate the purchase agreement without further liability. In the event that a Product is priced in error or a Product information error occurs, Solar Trader may, at our sole discretion, contact you for instructions, cancel your order and notify you of such cancellation, terminate the purchase agreement and/or correct the error on the Web site.
Payment shall be made by credit card or some other pre-arranged method of payment acceptable to Solar Trader. Where payment is made by credit card, such payment is subject to the approval of the financial institution issuing the credit card and Solar shall not be liable in any way if such financial institution refuses to accept or honor the credit card for any reason.
For the installation of the Products, Solar Trader may refer Buyer to an independent third party service provider to perform such installation. Any referral provided by Solar Trader is not an endorsement or guaranty of the service provider’s services. Buyer will be subject to and bound by the service provider’s own terms and conditions.
4. Product availability may be limited. Products ordered may not be available for immediate delivery. Solar Trader reserves the right, without liability or prior notice, to revise or cease to make available any or all Products. If there are any revisions to or cessation of Products, Solar Trader may, with Buyer’s consent, ship Products which have similar functionality and specifications to the Products originally ordered. Buyer will be given the opportunity to either reject or accept the substitute Products and price for the substitute Products which may differ from the price of the original Products.
5. Solar Trader will only ship to Canadian locations: Products shipped may not be re-routed by Buyer.
6. Solar Trader's policy is one of on-going product update and revision. Solar Trader may revise and discontinue Products shown on the Web site at any time. Solar Trader will ship Products that have the functionality and performance of the products ordered, but changes between what is shipped and what is described in a specification sheet or catalogue are possible.
7. Solar Trader at its discretion will determine whether shipping will be free on board (f.o.b.) the carrier or by drop shipment. Solar Trader shall have the right to specify the common carrier to be used to ship Products from a Third Party Manufacturer’s facility to the Buyer’s facility. Solar Trader shall have the right to invoice the Buyer for special crating or shipping charges which are necessary in Solar Trader’s opinion. Delivery of the Products by Solar Trader shall be made, and the risk of loss shall pass to the Buyer, upon loading of the Products on to the carrier at the Third Party Manufacturer’s facility. Solar Trader shall not be responsible for any Products damaged in transit. All freight, shipping and transportation charges, the cost of insuring the Products during transit, and all taxes, custom duties or fees, impost, storage, handling, and other charges relating to the Products shall be paid by the Buyer. For further clarity, the Buyer must book its own insurance for the Products.
8. Shipping dates given prior to shipment are estimated only. Solar Trader shall not be liable for delays resulting from causes beyond its reasonable control, such as strikes, slow-downs, terrorism or acts of terrorists, fire, or failures or delays of its usual sources of supply of raw materials, government orders or requests (domestic or foreign), floods, accidents, embargoes or other conditions that are beyond Solar Trader's control provided that any delay is no longer than ninety (90) days, after which time the Buyer shall have the option to terminate. Solar Trader shall not be liable for any indirect or consequential or special damages on account of any such delay, whether or not such delay is a result of the fault of Solar Trader.
9. Solar Trader will not be responsible for the performance nor the fitness for purpose or merchantability of the Products where the Products are manufactured to the Buyer’s own design, prints or specifications. Solar Trader makes no other warranties whatsoever, either express or implied, oral or written, in fact or by operation of law or otherwise, except as expressly stated in these terms and conditions. Solar Trader expressly disclaims and excludes, and the warranties contained in these terms and condition are in lieu of, all other express or implied warranties whether statutory, by operation of law or otherwise including without limitation any implied warranty of merchantability, fitness for a particular purpose or conformity to description or sample.
10. All Products are from Third Party Manufacturers and are sold “as is” and without warranty from Solar Trader, but may be accompanied by a Third Manufacturer’s warranty, as provided in any documentation that accompanies the Product. Any warranty and technical support provided on a Product is provided by the Third Party Manufacturer, not by Solar Trader. The warranties and technical support may vary from product to product.Solar Trader expressly excludes all liability arising as a result of any defects, non-conformity or failures in any product which it has not manufactured.
11. All Products claimed not to conform to specifications shall be held subject to inspection by Solar Trader or its Third Party Manufacturer. Claims regarding non-conforming Products must be received by Solar Trader, within ten (10) days of discovery of such non-conformity by the Buyer, otherwise, the Buyer shall not be able to avail itself of any of the remedies provided for in these terms and conditions in favour of the Buyer, and the Buyer shall be deemed to have accepted the Product. Acceptance (actual or deemed) of a shipment as satisfactory constitutes approval of all previous shipments for the same Product unless the Buyer has already given Solar Trader formal notice to the contrary.
12. All Products will be furnished subject to commercial variations in material and production operations incident to the processes employed in manufacturing unless otherwise specified. If a greater number or quantity of the Product is delivered than was ordered by the Buyer, the Buyer shall be required to accept the amount ordered by it and the excess will be shipped back to Solar Trader’s Third Party Manufacturer at Solar Trader’s expense. If a lesser number or quantity of the Product is delivered by Solar Trader than was ordered by the Buyer, the Buyer shall accept the amount delivered and Solar Trader shall forward the deficiency as soon as it is able after such time, if the Product is still available from its Third Party Manufacturer.
13. Unless otherwise specified by Solar Trader, payment under this invoice including all items chargeable under these Terms and Conditions is net thirty (30) days. Any unpaid account or balances due shall bear interest at a rate of two percent (2%) per month (twenty-four percent (24%) per annum).
14. The Buyer agrees to pay for costs associated with changes in specifications made by the Buyer and accepted by the Buyer and also agrees to assume all risk of any resulting damage. All equipment is property of Solar Trader until paid in full by the Buyer.
15. The Buyer shall indemnify and hold Solar Trader harmless against any expense or loss resulting from infringement of patents, trade marks or any other intellectual property rights arising from compliance with the Buyer’s designs, specifications or instructions.
16. All sales contracts become effective only when approved and accepted by a duly authorized Solar Trader officer.
17. Any cost incurred by Solar Trader in making alterations necessitated by the furnishing by the Buyer of incorrect data, design or equipment will be charged to the Buyer at Solar Trader’s cost plus ten percent (10%).
18. Solar Trader reserves the right to require additional copies of drawings, specifications, etc., from the Buyer, as required, for its own use or to be given to Third Party Manufacturers, without any liability, to expedite manufacture.
19. Solar Trader shall have the right to dispose, without liability, of prints, drawings, specifications, bills of material, models, patterns, special tools, etc., supplied by the Buyer within thirty (30) days from date of shipment, unless the Buyer gives prior written instructions to Solar Trader. Solar Trader will not be responsible for including but not limited to the use, destruction or storage of any prints, drawings, specifications, bills of material, models, patterns, special tools, etc., by Third Party Manufacturers.
20. Solar Trader, its officers, directors, agents and servants and its affiliates and their respective officers, directors, agents and servants shall not be liable to the Buyer nor to any other party for any liability, including without limitation strict liability, including liability for loss or damages due directly or indirectly to occurrences or consequences which the Products are designed to identify, any losses or damages, including without limitation economic and consequential losses, or direct or indirect, incidental, exemplary and punitive damages whether in contract, tort or otherwise, any loss arising from the Buyer’s inability to use the Product as intended, any loss arising from spoiled or wasted materials, any loss arising from labour claims or costs, any losses arising from lost time of the Buyer, losses arising from lost contracts or opportunities of the Buyer or losses arising from the alteration or modification of the Product or any other goods, materials or equipment by the Buyer, or any other claims or expenses in any manner resulting, including without limitation liability, losses or damages directly or indirectly from, or connected with, the supply of the Product whether or not supplied pursuant to this invoice, or from the discovery or elimination of any and all hazards, or from the failure to so discover or eliminate, or from the failure to provide the Product or the services or by reason of any action, omission, active negligence, passive negligence, including gross negligence or any error or omission in the Product or the services or any use or application of such services, misrepresentation, misstatement, imprudence, lack of skill or error of judgment of or by Solar Trader or its officers, directors, agents and servants or its affiliates and their respective officers, directors, agents and servants.
21. The services performed by Solar Trader shall not be interpreted as approval of design or function by Solar Trader of the Products. Solar Trader assumes no liability whatsoever with regard to the Buyer's compliance or fulfilment of its obligations with respect to any prevailing statute, regulation or by-law, or the Buyer's failure to so comply with or fulfil its obligations.
22. These Terms and Conditions shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein without regard to principles of conflict of law. Without limiting the foregoing, Buyer and Solar Trader irrevocably and unconditionally: (a) agree that any suit, action, or other legal proceeding arising out of or relating to these Terms and Conditions or any transaction hereunder must be brought in the Ontario Superior Court of Justice, in the city of Toronto, (b) consents to the exclusive jurisdiction of such court in any such suit, action or proceeding ; (c) waives any objection to the laying of the venue of any such suit, action or proceeding in any such courts; and (d) waives any right that it may have to assert the defence of forum non-conveniens in any such suit, action or proceeding.