Terms and Conditions of Sale

The following terms and conditions shall apply to all quotations, sales, and any subsequent quotations and sales resulting therefrom between EWEL, a division of Guillevin International Co. (“EWEL”), the customer (“the Customer”), and the customer representative (“the Representative”):

Quotations: Quotations and all pricing are valid for (14) days from the date written. Acceptance of customer purchase order is subject to credit approval. Should the Customer wish to proceed with the purchase of the goods specified at a date that is after (14) days from the date of the quotation, EWEL has the right to decline such order or to re-quote the order at its then-current prices. In the event that the customer only places a partial order, EWEL has the right to decline such order or to re-quote the order. Any modifications are subject to re-quote and/or approval by EWEL. The Customer and Representative agree not to disclose quotation information, including pricing, to any other third party or entity without written consent. Quotes are subject to manufacturer published terms and conditions of sale. All goods quoted are subject to prior sale. EWEL reserves the right to amend quotations for clerical, accounting, and other errors, and any such amendments will become incorporated into quotations.
Bill of Material: Quotations are based on the Bill of Material prepared by EWEL or EWEL’s suppliers that accompany quotations, and which are limited by the Bill of Material. EWEL assumes no responsibility for the accuracy of the plans and/or specifications provided to it by the Customer on which the Bill of Material was based. EWEL assumes no responsibility and makes no representations, warranties, conditions, agreements or guarantees regarding the purpose, suitability, compliance to regulation, or intended use of the goods included in the Bill of Material that forms part of the plans and/or specifications nor for the accuracy of the Bill of Material. It is the responsibility of the Customer to ensure that the goods quoted herein and the Bill of Material meet any specifications required by the Customer.The Customer and Representative agree that advice provided by EWEL employees, affiliates, agents, owners, and manufacturers are for informational purposes only. The Customer and Representative agree to full acceptance of risk and damages of using such advice and EWEL is not liable.
Taxes: Unless otherwise noted, all prices exclude Sales Tax. In addition to the price specified herein, the Purchaser shall pay the amount of any present or future sales or excise tax applicable to the sale of the goods herein specified.
Price and Payment: All prices are subject to change without notice. However, our quotation pricing is based on tariffs and currency exchange rates in place as of the date of quotations. Should tariffs or currency exchange rates change, pricing will be adjusted accordingly. All EWEL invoices are in Canadian dollars and the Customer and Representative agree to pay EWEL in Canadian dollars. Invoicing terms are all payments shall be made (30) days after the invoice date. Payments for project department invoices shall be made (30) days after the invoice date and are not eligible for discount. EWEL may also alter the terms of payment if EWEL, in its sole discretion, feels the Customer’s financial condition has changed, including requiring the Customer to pay in whole or in part prior to shipment.The Customer and Representative agree not to disclose any pricing information, contacts, business relationships, to any third party, entity, or division without written consent from EWEL.
Interest and Fees: All invoices not paid within terms are deemed past due and charged interest at a rate of 2% per month (24% per annum). Credit card payments for project invoices will be charged a fee of 2.5%. Cheques that are returned non-sufficient funds will result in an NSF fee of $ 25. All costs of collection and/or legal fees incurred by EWEL will be reimbursed by the Customer and Representative. Returned goods are subject to a minimum 25% restocking fee. All applicable freight and related fees will be charged to the Customer.
Freight and Storage: Unless otherwise specified, all transportation, storage and related expenses shall be charged to the Customer’s account and shall be in addition to the price specified herein. All goods to be shipped FOB POINT OF ORIGIN. EWEL shall not be responsible for any goods damaged in transit and it is the responsibility of the Customer to arrange for all necessary insurance to cover for damages due to shipping, delay, theft, fire or other loss to the goods. Pre-shipment of anchor bolts are not included in quotations. If pre-shipment is required, anchor bolts to be shipped collect. Freight to jobsite curb only, unless specified in a quotation. The Customer and Representative agree that shipments to jobsite holding locations are equally as binding as shipments to jobsites themselves, for the purposes of this agreement. The Customer is to provide and assume liability for off-loading and any incurred damages in connection with off-loading. Special off-loading requirements to be arranged in advance. Deliveries refused by the Customer will result in redirect, handling, and storage charges, as well as return freight charges to the Customer. Refused deliveries are subject to EWEL approval.
Delays: Shipping and delivery dates are estimates only and are not guaranteed. EWEL assumes no liability whatsoever, for any reason, or any damages, including, without limitation, direct, indirect, incidental, financial, consequential or special damages, which may result from any delay in the delivery or failure to fill the quoted goods.
Cancellations: Orders placed with EWEL cannot be cancelled by the Customer without the prior written consent of EWEL. The Customer agrees to indemnify EWEL against all direct and indirect losses arising from any cancellation of an order.
Returns, Exchanges, and Short Shipments: The Customer will provide written notice with sufficient detail to EWEL indicating intent to return, exchange, or were short shipped within (7) days from invoice date. The Customer must also arrange for an inspection report to be prepared by a representative of the carrier and such report must be provided to EWEL within the same (7) day period. Goods returned or exchanged must be received by EWEL within (30) days from invoice date. Returned or exchanged goods are to be sent to EWEL and not the manufacturer unless advised otherwise by a member of EWEL. EWEL will not accept the return or exchange of any goods, for any reason, unless the Customer has prior written approval and unless all conditions placed on the return or exchange of goods have been met. All returned goods and exchanges must be resaleable, in original purchase condition and packaging, accompanied by proof of purchase, accompanied by an EWEL issued Return Material Authorization (RMA) form, are subject to inspection, and clearly indicate RMA/invoice/purchase order numbers on packages and return waybill. The Customer agrees to pay for shipping of the goods. Goods that cannot be returned or exchanged are special order (made to order or non-stock) goods, clearance goods, on sale goods, and breakers shipped as pre-installed. The method of refund will be determined by EWEL (Cash, credit on account, credit card, etc). The manufacturer sourced for exchanged goods is chosen by EWEL and pricing can be amended. The Customer agrees to restocking fees and to be liable for all direct and indirect costs and losses arising from any such return.
Reels: Where wire is shipped on returnable reels, the reels shall be billed as a separate line item on the same invoice as the wire. Reels shall be returned prepaid to the selling EWEL location. The original invoice number for the returnable reel must be referenced at the time of the return. Credit shall only be issued if the returnable reels are returned in the manner above and in good condition.
Standards: EWEL makes no guarantees that the goods will meet any standards imposed by any regulatory body. Costs to bring the goods up to any such standard(s), including but not limited to “CSA” and “ULC” approvals, will be borne solely by the Customer
Title: Title to all goods sold or delivered by (or on behalf of) EWEL shall remain with EWEL until such goods have been fully paid for and the Customer hereby grants to EWEL a continuing security interest and purchase money security interest in all such goods and their proceeds to secure payment by the Customer of its obligations to EWEL.
Warranty: EWEL makes no representations, warranties, conditions, agreements or guarantees of any kind or nature, expressed or implied (by statute or otherwise) with regards to goods, including, without limitation, any representations, warranties, conditions, agreements or guarantees that the goods are of merchantable quality, are suitable or fit for their intended purpose, are free from defects, will perform as specified or do not infringe any intellectual property rights. Without limiting the generality of the foregoing, under no circumstances shall EWEL be liable to the customer for any direct, indirect, incidental, financial, consequential or special damages for defective goods or for failure of any goods not conforming to their specifications, either due to EWEL’s own negligence or otherwise. The customer’s sole claim(s) shall be limited to the warranty provided by the manufacturer, if any, and EWEL shall assign to the customer any such manufacturer’s warranties to the extent permitted by law.
Guarantee and Credit: The Customer and Representative jointly and severally indemnify EWEL and agree to be bound to the Terms and Conditions. The Customer and Representative will see EWEL paid for all invoices with respect to any order now or hereafter. The Representative’s liability shall not be discharged or affected in any way by any bankruptcy, insolvency, winding-up, incapacity or death, and EWEL shall be entitled to file a claim against the Customer and Representative in respect of the whole of said debts and liabilities. The Representative shall be subrogated to EWEL in respect of any such claim until EWEL shall have received payment in full of its claim including interest and fees. The Representative expressly waives any rights they may have that are at any time inconsistent or conflicting with the Terms and Conditions.The Customer and Representative consent to EWEL conducting or cause to be conducted all credit investigations including consumer reports containing personal and business credit information for both the Customer and Representative. The Customer and Representative consent to EWEL obtaining such information from, or disclosing such information to, any credit reporting agency, credit bureau, collection agency, personal information agency, financial institution, bank, any party with whom the Customer or its principals and guarantors have had or may have financial relations. EWEL shall keep such information as long as necessary or as required by law. The Representative represents and warrants that it has the authority to grant such consent on behalf of the Customer. The Customer authorizes the bank to provide a written credit report or reference which details the nature and extent of the Customer’s credit dealings with the Customer’s bank. The Customer acknowledges that EWEL may, at its sole discretion, reduce, refuse, or suspend all credit privileges on the Customer’s account(s), at any time, for any reason, and without notice. The Customer agrees EWEL will not be liable for any inconvenience or damages incurred due to changes in credit limit or hold/cancellation on orders. EWEL reserves the right to refuse goods and services to the Customer for any reason at any time.If the Customer maintains a credit balance on account for over a year, with no product sales or activity on the account during that same year, and EWEL has attempted to communicate with the Customer, the Customer and Representative agree to forfeit the credit balance to EWEL.
Customer Information: The Customer and Representative will immediately provide written communication to EWEL on all changes in the Customer’s legal structure, majority ownership, address, and/or contacts. The Customer and Representative agree that no change in the organization or constitution of the Customer shall in any way affect the liability of the Customer or Representative, either in respect to transactions occurring before or after any change, and EWEL shall not be concerned to see or inquire into the powers of the Customer or any of its directors, officers, employees or other agents or representatives acting or purporting to act on its behalf. Upon request, the Customer will provide EWEL with updated account related documentation, at least every (5) years.
Intellectual Property: All intellectual property of EWEL and the manufacturer including documentation, information, website, logos, designs, patents, technical data, and processes are the property of EWEL or the manufacturer. The Customer and Representative will not in whole or part either intentionally or unintentionally infringe, copy, or manipulate, intellectual property of EWEL or manufacturer without written consent. The Customer and Representative will be held liable for all infringement and related damages.
Force Majeure: EWEL will not be liable for cancellations, delays, or damages due to events outside of EWEL’s control. These events include but are not limited to earthquakes, tornados, fires, floods, pestilence, pandemic, terrorism, war, software and hardware attack or failure, business disruption or dissolution, labour disputes, regulations, law, government orders, or inability to secure transportation or goods and services. If such an event exists, EWEL will cancel, amend, or requote orders either partially or fully, without notice, and can limit quantities sold.
Indemnification: The Customer and Representative will indemnify, defend and hold harmless EWEL, employees, affiliates, agents, owners, and manufacturers against all claims, costs, damages, losses, and demands, resulting from breach of this agreement, failure to receive consent, failure to use products and services as intended, modifications to products, use of advice or instruction, failure of products to comply to any specifications or regulations, failure to maintain safety, legal costs in connection with this agreement, and all activity and conduct related to the account and this agreement be it legitimate, fraudulent, negligent, or illegal.
Limitation of Liability: EWEL is not liable for direct, indirect, special, consequential, punitive, profit, economic, interruption, electronic, legal fees, or intangible damages and losses despite being foreseeable. The liability of EWEL, employees, affiliates, agents, owners, and manufacturers are limited to the value of the goods or services that the Customer has paid.
Modifications: The terms and conditions on any purchase order submitted by the Customer at any time are null and void and of no legal effect other than with respect to the identify of and quantity of goods being purchased. Any term or condition not contained in this document shall not be binding on EWEL. Any changes or modifications to the foregoing terms and conditions shall not be binding on EWEL unless such changes or modifications are in writing, specifically state that they are amending or modifying this Agreement and are approved by EWEL via initials beside each change and following signature.
Governing Law: This Agreement, including any changes or modifications, shall be governed by the laws of Alberta and this Agreement, together with any Credit Application signed by the Customer shall constitute the entire agreement and understanding between the Customer and EWEL. In the event of any conflict between the terms and conditions of this Agreement and any Credit Application, the terms and conditions of this Agreement shall prevail. Any action commenced by either EWEL or the Customer or the Representative arising out of the purchase and sale of the goods covered herein, shall be commenced in the city of EWEL’s choosing. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this transaction.