Terms of Sale
Welcome to Eaglesoarex
1. ACCEPTANCE. Eaglesoarex of 203 - 6425 112 Avenue NW, Edmonton, Alberta T5W 0N9, Canada (“Eaglesoarex“, “we”, “us”, or “our”) hereinafter referred to as “Seller” and the Purchaser is hereinafter referred to as “Buyer.” Any order that contains terms and conditions in addition to or inconsistent with the following shall not be binding upon Seller unless acceptance of each non-conforming term or condition is clearly and expressly made in writing by Seller, and failure of Seller to object to provisions contained in any purchase order or other communication from Buyer shall not be construed as a waiver of these terms and conditions nor as acceptance of any such provisions. Acknowledgements of Buyer’s order forms, facsimile orders or “releases” shall not be construed to be a waiver, amendment, or modification of these terms and conditions.Seller is not responsible for typographical or written errors made in any quotations, orders or publications and all such errors are subject to correction.
2. SHIPMENTS. All shipments of product will be made F.O.B. Point of Shipment, and charged to Buyer using Seller’s preferred courier. If the Buyer specifies a manner or routing of shipment different from that determined by Seller, Seller will make best efforts to comply and ship product in accordance to the Buyer’s request. Purchase orders containing penalty clauses for failure to meet shipment schedules are not acceptable unless specifically approved in writing by an officer of Seller. Prices quoted provide for standard packing for domestic shipment only. Buyer agrees to pay the charges for special packing if it is required for domestic shipment or export shipment. All customs clearance fees, ports services, and container drayage upon aarival is the sole responsibility of the buyer. Unless specified on the bill of sale or by a written agreement between seller and buyer, all other charges that may be required from the delivery of the products are of the responsibility of the buyer.
3. DELIVERY, INSPECTION AND ACCEPTANCE OR REJECTION. The ex-factory ship date is the best estimate of the time when the products will be shipped by Seller. Seller assumes no liability for loss of profits, special, incidental or consequential damages due to delays. Seller assumes no responsibility for collection of loss or damage claims. Evident loss or damage to a shipment must be indicated by a notation made by the carrier’s agent on the delivery receipt before the receipt is signed. The notation must clearly specify the extent of loss, shortage or damage. All products are subject to inspection by Buyer upon delivery and, unless Seller is advised to the contrary in writing within five days after delivery, the products will be deemed to have been accepted as conforming to the requirements of the contract and free from all discoverable defects. Title and risk of loss to the products supplied hereunder shall pass to Buyer at the F.O.B. shipping point.
4. PRODUCT AVAILABILITY. Product availability may be limited. products ordered may not be available for immediate shipment. Seller 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, Seller 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 product and price for the substitute product which may differ from the price of the original product. product substitutions will not be available on legacy or obsolete products.
5. RETURN POLICY. With Seller’s authorization, Buyer may be permitted to return products in accordance with Seller’s Return Policy. All non-warranty and non-service returns are subject to a minimum 25% restocking fee. Eaglesoarex accepts returns for products up to 15 days from the sales invoice date if the return is accompanied by an authorized RMA Request. All returns of products are subject to Eaglesoarex’s prior written approval, accompanied by Eaglesoarex’s completed RMA form, including the original purchase order number. RMA`s expire within 30 days from the issue date. Buyer shall pay all transportation costs associated with the RMA and prepay the shipment of the repaired or replacement products and shall bear all risk of loss or damage to such products while in transit. For a product to be eligible for return it must be of current manufacture (produced in the last twelve months), unused, salable, and in original packaging. Any products that Eaglesoarex evaluates to be in an unacceptable condition will not be approved for credit. Any cost incurred by Seller to put product in condition for resale will be charged to the Buyer. This is in addition to the restocking fee. The seller cannot accept the discontinued, made-to-order, or custom-built products as part of any return. Any waiver or reduction of the restock fee or customer requested returns must be approved by seller’s management.
6. PRICE AND QUOTATION. Quotation prices are firm for thirty (14) days from the date of the quotation, unless specifically stated to the contrary as part of a particular price quote, and are subject to change without notice after the expiration of this thirty (30) day period. Quotations are based on information provided at time of quote, any information that is not provided, but alters the quotation, will result in a new quotation being provided. Any variations in materials, quantity specified and/or rate of delivery may necessitate a revision in price. Unless otherwise stated as part of price quote, all prices are F.O.B. factory. All products will be billed at prices in effect at time of shipment and, subject to change without notice.
7. PAYMENT AND TAXES. The terms of payment for all orders are Cash on Order Seller’s prices do not include any federal, provincial or local property, sales, use, excise or similar tax. Consequently, in addition to the prices specified, the amount of any present or future sales, use, excise or similar tax imposed due to the sale or products or services shall be paid by Buyer unless Buyer furnished an acceptable tax exemption certificate in advance to Seller. Seller reserves the right to change the prices, discontinue, modify or alter any and all catalog items at any time without notice. Should such cancellation, modification or alteration prevent the delivery of all or part of any order, Seller will be excused from further delivery.
8. WARRANTY. Seller’s products, unless expressly excluded herein, are warranted for two (2) years from date of purchase by the Buyer against factory defects due to materials and the company’s workmanship only. The Seller’s sole obligation is to repair, or at the Seller’s option, to replace defective materials. Seller extends this limited warranty to the original or first end-user Buyer only. This warranty is conditional based upon proper storage, installation, use and maintenance. This warranty is not applicable to, and Seller makes no warranty whatsoever with respect to, any product not installed and operated in accordance with the National Electric Code (NEC), the Standards for Safety of Underwriters Laboratories, Inc. (UL), Standards for the American National Standards Institute (ANSI) or, in Canada, the Canadian Standards Association (CSA). Nor is this warranty applicable to any product which has not been installed and operated in accordance with Seller’s specifications and connection diagrams or products which have been subjected to abnormal operating conditions. Seller expressly disclaims, and buyer acknowledges, that no implied warranty of merchantability or fitness for a particular purpose shall apply to any products sold. The foregoing warranty is exclusive of all other statutory, written or oral warranties and no other warranties of any kind, statutory or otherwise, are given or herein expressed.
9. LIMITATIONS OF LIABILITY. Under no circumstances, whether because of breach of contract, breach of warranty, tort, strict liability or otherwise, will Seller be liable for consequential, incidental, special or exemplary damages, including, but not limited to, loss of profits, loss of use or damage to any property or equipment, cost of capital, cost of substitute product, facilities or services, down time costs or claims of claimant’s customers.In addition, Eaglesoarex shall not be liable for auxiliary interfaced equipment or consequential damage deriving therefrom. Seller’s liability for all claims of any kind or for any loss or damages arising out of, resulting from or concerning any aspect of this warranty or from the products or services furnished hereunder, shall not exceed the price of the specific Lighting product which gives right to the claim.
10. CONFIDENTIALITY. The Buyer agrees to hold the Seller’s Proprietary or Confidential Information in strict confidence.Proprietary or Confidential Information shall not include any information which: i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; ii) was previously known to the receiving party or rightly received by the receiving party from a third party; iii) is independently developed by the receiving party; or iv) is subject to disclosure under court order or other lawful process. The Buyer agrees not to make the Seller’s Proprietary or Confidential Information available in any form to any third party or to use the Seller’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. The Seller’s Proprietary or Confidential Information shall remain the sole and exclusive property of the Seller’s. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the Seller may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, the Seller acknowledges and agrees that its obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of ten years from the Effective Date.
11.CANCELLATION AND RESCHEDULING. All orders cancelled by the buyer are subject to a 20% Cancellation Fee. Buyer may request Eaglesoarex once to hold, reschedule or delay the initial shipping date for up to 30 days of the original shipping date. However, Eaglesoarex may refuse to do so if the rescheduled shipping date exceeds more than 30 days from the original shipping date and retains the rights to a) adjust any impacted pricing accordingly or b) at its sole discretion, to cancel the order subject to its ordinary Cancellation Fee.
12. FORCE MAJEURE. In the event either party is prevented from performing this contract by circumstances beyond its control, and without its fault, including without limitation, strikes, lockouts, fire, explosion, flood, acts of God, war or other hostilities, acts of terrorism, banking or other systemic economic failure, riot or other civil commotion, embargoes or other governmental acts, orders or regulations, breakdown of machinery, and inability to obtain shipping facilities or supplies, the obligation of Seller to deliver products or services hereunder during the period of such disability shall be suspended and the products or services so affected shall either be eliminated from this contract without liability to the seller or reasonable extensions of the time for performance will be granted.
13. DEFICIENCIES. Seller retains the right, at its expense; to correct identified deficiencies in a manner that satisfies Seller’s contractual obligation to the project, and which have been reported to Seller within 30 days of initial system start-up. After 30 days the Buyer’s only recourse will be through the warranty process as outlined in these Terms of Sale.
14. REVISIONS. Seller reserves the right to revise or amend any or all items contained herein.
15. SEVERANCE, GOVERNING LAW AND JURISDICTION. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement. The contract will be governed by and construed according to the Province of Alberta, Canada laws. Seller and Buyer agree to submit to the exclusive jurisdiction of the Courts of Edmonton.