Terms and Conditions

  1. Purchases Controlled By These Terms and Conditions. Buyer hereby acknowledges and agrees that all sales to Buyer by SURTECO CANADA Ltd. and/or SURTECO USA Inc., as applicable, (“SURTECO”), shall be subject to the provisions of these terms and conditions outlined herein (the “Terms and Conditions”).
  1. No Duty To Do Business and Acceptance of Orders. SURTECO reserves the right to not do business with Buyer at any time, and for any reason, and assumes no duty to sell to Buyer. Nothing contained herein shall constitute an irrevocable offer to sell and SURTECO retains the sole discretion to accept or reject any orders made by Buyer at any time and for any reason, whether or not the order has been confirmed or accepted. In the event that an order is cancelled after payment has been processed SURTECO will issue a full refund. Previous purchases of products shall not constitute SURTECO’s agreement to continue to sell further products to Buyer. The disclaimers, limitations on liability and all interpretative provisions shall survive any termination of these Terms and Conditions.
  1. Processing of Orders. SURTECO reserves the right to charge Buyer costs incurred from order cancellations or changes, and to consider additions as separate
  1. Back-Orders. When SURTECO is unable for any reasons to make a complete shipment of any order, SURTECO reserves the right to make partial shipments and to submit invoices for such partial Back orders will be filled at prices and terms governing the complete original order. The availability of certain products may be limited, and products may not be available for immediate sale. SURTECO may revise or cease to make available any products at any time without prior notice.
  1. Price Changes. Although SURTECO strives to provide accurate product and pricing information, errors may occur. SURTECO reserves the right to correct any errors in pricing and to modify the prices, at any time, without prior notice. All prices quoted from time to time by SURTECO are subject to change by SURTECO without notice up to time of shipment. In the event that the price of a product is incorrect due to an error in pricing or product information, SURTECO may, at its sole discretion, refuse or cancel an order, whether before or after acceptance thereof.
  1. Prices Exclude Taxes. All pricing is exclusive of and Buyer agrees to pay or reimburse SURTECO for all applicable taxes and duties, including, without limitation, sales tax, goods and services tax, withholding taxes and all other like or similar taxes and duties that are or may be imposed in connection with the charges applicable to the sale and delivery of products, warranty services or other additional products or services in any connection with these Terms and Conditions. As such, Buyer agrees to pay any such taxes applicable to the sale or use of the products or, in lieu thereof, Buyer shall provide SURTECO with a tax exemption certificate acceptable to the relevant taxing
  1. Title to Goods. Title to goods passes to Buyer when SURTECO receives full payment,
  1. Shipping and Risk of Loss. Shipping and delivery times are estimates only. SURTECO shall not be responsible for any damages or costs resulting from any delays in shipping and/or delivery. Risk of loss shall pass to Buyer at the time of shipment (FOB Origin (SURTECO shipping point)). Separate charges for shipping and handling will be shown on invoices.
  1. Credit Terms. Credit terms are, at the option of SURTECO, either COD or net 30, unless otherwise stated in writing by SURTECO. Buyer agrees that all invoices unpaid, in whole or in part, within terms will be subject to a service charge of the lesser of 1.5% per month (19.56% per year) or the maximum rate permitted by applicable law.

 

  1. Product Specifications. SURTECO attempts to be as accurate as possible in describing products available for sale and/or distribution. However, SURTECO does not warrant that product descriptions are accurate, complete, reliable, current or error free. SURTECO makes and sells products ordered by Buyer subject to reasonable tolerances set by SURTECO from time to time. SURTECO is not in any way liable for reasonable commercial variations in finish, weight and color. No condition, warranty or stipulation is made in respect of color stability of plastics due to solar effects from weather or other atmospheric SURTECO reserves the right to exceed/miss order quantities for custom production items by plus/minus 10 per cent.
  1. Limited Warranty. Products manufactured by SURTECO are warranted to the Buyer to be free of defects in material and workmanship for a period of six (6) months from date of purchase from SURTECO. SURTECO’s sole responsibility and liability and Buyer’s sole and exclusive remedy for any breach of the foregoing limited warranty shall be the repair or replacement of the defective Product or refund of the purchase price at SURTECO’s option. No claim for breach of warranty will be valid if made after the Product has been altered. Products, which are sold by, but not manufactured by, SURTECO, are subject to the warranty provided by the manufacturer of said products and are not warranted by SURTECO. EXCEPT FOR THE WARRANTIES IN THIS SECTION, SUPPLIER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CORRESPONDENCE WITH DESCRIPTION OR QUALITY, TITLE, QUIET POSSESSION AND NON-INFRINGEMENT.

BECAUSE CERTAIN FEDERAL, STATE OR PROVINCIAL LAWS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO BUYER.

THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRY OF THESE TERMS AND CONDITIONS.

  1. Claims. If Buyer believes there is a defect with products sold by SURTECO to Buyer and wish to make a claim pursuant to the limited warranty set forth in Section 11 herein, Buyer must (i) immediately notify SURTECO of such defect, (ii) cooperate fully with SURTECO’s investigation of the alleged defect, and (iii) comply in full with all shipping and return policies established by SURTECO from time to
  1. Returns. No merchandise will be accepted by SURTECO as a return unless such return is authorized in writing by
  1. Limited Liability. If there exists a defect with any Product sold by SURTECO to Buyer covered by the above limited warranty, SURTECO’s liability shall be limited to repairing or replacing at SURTECO’s option, F.O.B. SURTECO’s factory/warehouses or authorized service station, the defective product in question or at SURTECO’s option refund of the purchase price. SURTECO will not be liable for any costs of removal, installation, transportation, or any other charges, which may arise in connection with a warranty claim. SURTECO will not be liable for damage or wear to products caused by abnormal operating conditions, accident, abuse, misuse, unauthorized alteration or repair, or if the product was not installed in accordance with SURTECO’s printed installation and operating instructions. BUYER’S SOLE AND EXCLUSIVE REMEDY PURSUANT TO ANY CLAIM OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OBLIGATIONS, EXPRESS OR IMPLIED, OR A CLAIM IN CONTRACT, NEGLIGENCE OR STRICT, LIABILITY, AGAINST SURTECO OR ANY OF SURTECO’S AFFILIATES, SHALL BE LIMITED TO THE LIMITED LIABILITY OF SURTECO TO REPAIR, REPLACE OR REFUND THE PURCHASE PRICE DESCRIBED IN THIS SECTION. SURTECO SHALL NOT BE HELD RESPONSIBLE FOR DAMAGE TO PERSON OR PROPERTY, ANY INCIDENTAL OR CONSEQUENTIAL LOSS, SPECIAL DAMAGE, LOSS OF PROFIT, LOSSES ON GOODS IN STORE OR THE LIKE, IRRESPECTIVE OF THE CAUSE, INCLUDING CAUSES WHICH ARISE OUT OF OR CONNECTED WITH THESE TERMS AND CONDITIONS OR FROM THE PERFORMANCE OR BREACH OF THE TERMS HEREOF, OR FROM THE DESIGN, MANUFACTURE, SALES, DELIVERY, RESALE, INSTALLATION, TECHNICAL DIRECTION OF INSTALLATION, INSPECTION, REPAIR, OPERATION OR USE OF ANY PRODUCT OR PART THEREOF COVERED BY THESE TERMS AND CONDITIONS OR SOLD TO BUYER BY

CERTAIN FEDERAL, STATE OR PROVINCIAL LAWS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO BUYER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO BUYER, AND BUYER MIGHT HAVE ADDITIONAL RIGHTS.

FOR THE PURPOSES OF THIS SECTION, “SURTECO” SHALL INCLUDE SURTECO, ITS DIVISIONS, AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES INCLUDING THEIR SUCCESSORS AND ASSIGNS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, OWNERS, EMPLOYEES, AGENTS, MANDATARIES, CONTRACTORS, LICENSORS, LICENSEES AND THIRD-PARTY SUPPLIERS.

THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRY OF THESE TERMS AND CONDITIONS.

  1. Indemnity. Buyer agrees to indemnify, defend and hold harmless SURTECO (including without limitation its directors, officers, employees, agents and contractors) from and against any and all losses, damages, liabilities, and claims and all fees, costs, expenses, of any kind related thereto (including, without limitation, reasonable attorneys’ fees) incurred by SURTECO in connection with any claim or liability for damage to persons or property resulting from the use of product in manufacturing processes, or in combination with other substances, or otherwise. Buyer represents to SURTECO that it has used its own independent skill and expertise in connection with the selection and use of the product, and that it possesses skill and expertise in handling, storage, transportation, treatment, use and disposal of the SURTECO reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Buyer and Buyer shall not, in any event, settle any matter without the written consent of SURTECO.

THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRY OF THESE TERMS AND CONDITIONS.

  1. Time Frame for Bringing Action. Any action for breach of warranty, condition or defect must be commenced within one (1) year of date of
  1. Intellectual Property. Buyer agrees not to appropriate, copy, use or disclose to third parties any of SURTECO’s proprietary trade secrets, such as plans, specifications, drawings, samples, tools, dies, models or Buyer shall not file for patent, trademark, service mark or copyright protection for any of SURTECO’s products. Except as otherwise may be expressly provided herein, nothing contained in the Terms and Conditions shall be construed as conferring by implication, estoppel or otherwise any license or right under any copyright, patent, trademark or other intellectual property right of SURTECO or any other person or entity.
  1. Entire Agreement. These Terms and Conditions contain the entire provisions governing the purchase of products by Buyer from SURTECO. Any additional, different, or inconsistent term or condition contained in any form of purchase order, notice, acceptance, or confirmation used by Buyer or submitted by Buyer to SURTECO in connection with the purchase of any materials from SURTECO will be of no force or effect whatsoever and these Terms and Conditions shall govern the sale of goods sold to buyer notwithstanding that a purchase order or a document used in a sale contains terms in contradiction of these Terms and Conditions. These Terms and Conditions may be amended or modified only by a written instrument separately signed by Buyer and SURTECO. No agent, salesman, or distributor has any authority to obligate SURTECO by any terms, stipulations or conditions not herein
  1. No Third Party Beneficiaries. Buyer agrees that it is the only person entitled to enforce these Terms and Conditions with SURTECO or to claim damages against, or other relief from, SURTECO with respect to these Terms and Conditions. Without limiting the foregoing, Buyer agrees that it shall not grant any person the right to claim from SURTECO damages or other losses suffered by such person even where such other person is a beneficiary, directly or indirectly, of any of the rights or products granted or provided under Terms and Conditions.
  1. Binding Upon Successors and Assigns. These Terms and Conditions shall be binding upon any successor or permitted assign, by merger, acquisition or otherwise, of These Terms and Conditions may be assigned in whole or in part by SURTECO at any time in its discretion. These Terms and Conditions may not be assigned by Buyer without SURTECO’s consent.
  1. Governing Law. With respect to SURTECO USA Incorporated, these Terms and Conditions must be governed by and construed in accordance with the laws of the State of North Carolina (without regard to conflicts of law principals). Any suit relating hereto, with respect to SURTECO USA Incorporated, must be filed in the courts in the North Carolina, USA. With respect to SURTECO CANADA Ltd., these Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Ontario. Any suit relating hereto, with respect to SURTECO CANADA Ltd., shall be filed in the courts in the Province of Ontario, Canada.

 

  1. No Waive If, on any occasion, SURTECO waives any term or condition, this waiver is not to be construed as a continuing waiver and any waiver by SURTECO must be in writing, signed by an authorized officer of SURTECO. The failure of SURTECO to enforce any provisions of these Terms and Conditions or to respond to a breach or default by Buyer or any third party of these Terms and Conditions shall not in any way waive the right of SURTECO to subsequently enforce any of the Terms and Conditions contained herein or to act with respect to similar breaches or defaults.
  1. Force Majeure. If, by reason of Force Majeure, SURTECO is delayed or unable, in whole or in part, to perform or comply with any of its obligations under these Terms and Conditions, then it shall be relieved of liability and shall suffer no prejudice for failing to perform to the extent that the inability was caused by Force Majeure. In the event of a Force Majeure, SURTECO shall use commercially reasonable efforts to remedy the situation and remove the cause of its inability to perform. “Force Majeure” means any event beyond the reasonable control of SURTECO, including an event of: fire, flood, earthquake, element of nature or act of God; third party failures or delays; Internet and/or telecommunications disruptions or failures; acts of war, terrorism, rebellions or revolutions in Canada or the United States; riots, civil disorders or disobedience; acts of vandalism or other unlawful acts; or any other similar events.
  1. Severability. If any provision of these Terms and Conditions or the application thereof to any person or circumstance is held invalid to any extent, then the remainder of the Terms and Conditions or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and each provision of these Terms and Conditions shall be valid and enforced to the fullest extent permitted by
  1. Headings. The headings for each paragraph are for convenience of reference only and shall not be deemed a part of these Terms and
  1. Attorney Fees. In the event of any controversy or claim with respect hereto, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs, whether suit or other proceeding is commenced or not, and whether in mediation, arbitration, at trial, on appeal, in administrative proceedings or in bankruptcy (including without limitation any adversary proceeding or contested matter in any bankruptcy case).