TERMS AND CONDITIONS OF SALE
We value our business relationship with you. The purpose of this document is to set forth the terms of our business agreement with you in connection with your purchase of products from us.
- Exclusivity of Terms. These terms and conditions of sale, together with any terms and conditions contained on the invoice (“Trusscore T&Cs”), constitute the entire agreement of Trusscore Inc. or its subsidiaries ("Seller") and the purchaser ("Buyer") with respect to the sale of Seller’s products (“Products”) to Buyer and supersedes all previous correspondence, prior agreements, discussions, representations, amendments or understandings of every kind and nature between Buyer and Seller, both written and oral, including any purchase orders that may have been submitted by Buyer; provided that the Trusscore T&Cs shall not modify any conflicting terms and conditions contained in any separate written distribution, supply or similar agreement between Seller and Buyer in effect at the time of Buyer’s purchase of Products from Seller (“Separate Agreement”). For certainty, any term specified on an invoice issued by Seller shall supersede any term on these Terms and Conditions of Sale.
- Purchase Price. Except as otherwise provided in a Separate Agreement, all prices are exclusive of (i) tariffs, customs duties, storage or other charges incidental to transportation or delivery; and (ii) any sales, use or other taxes. Taxes will be added to the price unless the Buyer provides a valid tax exemption certificate.
- Terms of Payment. Unless otherwise specified by the Seller or pursuant to a Separate Agreement, payment terms are 30 days, net cash, subject to Seller's approval of Buyer's credit. If any payment is not made when due, Buyer shall pay Seller interest on the unpaid balance at a rate of 1.5%/month (18%/year), unless such rate is prohibited by law, in which case the maximum rate permitted by law shall apply. If Buyer fails to pay any amount owing to Seller when due, Seller may declare all payments owing under any purchase orders and any other agreement with Buyer to be immediately due and payable and may refuse to perform any obligations then remaining unperformed under any purchase order or any other agreement with Buyer.
- Delivery. Any delivery date will be calculated from the date Seller confirms Buyer's purchase order, and is only an estimate. Seller does not guarantee the delivery date, but will use reasonable efforts to achieve the specified date. Seller may make partial shipments and submit a separate invoice for each shipment. All shipments will be F.O.B. Seller's plant of choice, unless otherwise specified in writing.
- Acceptance. Buyer agrees to inspect each order received from Seller within two business days of receipt. Buyer will be deemed to have accepted all Products in a delivery unless it notifies Seller in writing of any non-conforming Products within such two day period and furnishes written or photographic evidence or other documentation as requested by Seller. If Buyer notifies Seller of any non-conforming Products within such period, Seller shall determine, in its sole discretion, whether Products are non-conforming. If Seller determines that Products are non-conforming, it shall, in its sole discretion (a) replace the non-conforming Products with conforming, functionally equivalent Products; or (b) refund the price for the non-conforming Products. Any refund may be issued in the form of a credit to the Buyer’s account with Seller and will be issued at the net value if the purchase price includes a promotional or program special price. In connection with any replacement or refund, Buyer will ship, if requested by Seller, all non-conforming Products to the return location designated by Seller in writing, F.O.B. Seller's return location, freight prepaid. Notwithstanding the above, all claims for non-conforming Products resulting from damage in transit shall be submitted directly to the carrier, with a copy to Seller. For certainty, when damage or shortage is observed at the time of delivery, the carrier’s delivery receipt must indicate the specific damage or shortage at the time of receipt.
- Non-Returnable and Non-Refundable Products. Special order Products, Seconds, discontinued Products and any non-charge Products, such as those offered as free goods, samples, premium goods, or replacement goods, are non-refundable and non-returnable.
- Installation and Use. If Buyer installs and/or uses any Product, Buyer assumes all liability for installation and use of such Product and shall be responsible for ensuring that the installation and use complies with (a) all applicable laws, including federal, state and local health, building and safety laws, codes and regulations; and (b) Seller's instructions for the installation and use of such Product.
- Limited Warranty. Seller makes certain limited warranties for Products solely for the benefit of the end customers of Products (“Product Warranties”), which warranties are specified for each Product on Seller’s website at: https://trusscore.com/warranty/. No warranty, including any Product Warranty, is extended to the Buyer under the Trusscore T&C’s. Buyer shall not provide any warranty regarding any Product other than the Product Warranties.
- DISCLAIMERS OF WARRANTIES. EXCEPT FOR THE PRODUCT WARRANTIES FOR END CUSTOMERS DESCRIBED IN SECTION 8, (A) NEITHER SELLER NOR ANY PERSON ON SELLER’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION, CONDITION, OR WARRANTY WHATSOEVER, EITHER WRITTEN OR ORAL, INCLUDING ANY CONDITIONS OR WARRANTIES OF: (I) MERCHANTABILITY (II) FITNESS FOR A PARTICULAR PURPOSE; OR (III) NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION, CONDITION, OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON SUPPLIER'S BEHALF, EXCEPT AS SPECIFICALLY DESCRIBED IN SECTION 8.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, RELATING TO PRODUCTS (INCLUDING ANY USE THEREOF) OR ANY BREACH OF WARRANTY, BREACH OR NON-FULFILLMENT OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY OTHER LEGAL THEORY, INCLUDING DAMAGE TO ANY PROPERTY, INJURY OR DEATH OF ANY PERSONS, LOSS OF VALUE OF PRODUCTS OR ANY THIRD PARTY PRODUCTS USED WITH PRODUCTS, OR LOSS OF ACTUAL OR ANTICIPATED PROFITS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITATION TO THE FOREGOING, IN NO EVENT SHALL TRUSSCORE’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO ANY PRODUCT EXCEED THE ORIGINAL PURCHASE PRICE OF THE RELEVANT PRODUCT. SOME STATES, PROVINCES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO BUYER.
- Limitation of Actions. Unless prohibited by applicable law, any action against Seller relating to Products or the Trusscore T&C's must be commenced within one year after the cause of action accrues.
- Force Majeure. Seller shall not be liable for any failure or delay in fulfilling or performing any obligation to Buyer, any term of the Trusscore T&C’s or any purchase order (including with respect to any delivery of Products to Seller or Seller’s customers, if applicable) if such failure or delay is caused by delay or inability to obtain transportation; inability to obtain materials; shortage of fuel; failure of sources of supplies; labor disputes; accident; riot; war; terrorist act; epidemics and pandemics, embargo, any act, restraint or demand of any governmental authority; nonfulfillment by Buyer of Buyer’s payment obligations; natural disaster or other act of God; or any other cause beyond the control of Seller.
- Cancellation, Suspension, or Delay; Backcharges. No order may be cancelled, suspended or delayed by Buyer without Seller's prior written consent; provided, however, if Seller provides such consent, Buyer shall pay Seller (a) an order cancellation charge and, if applicable, a restocking charge, in each case as determined by Seller in its sole discretion; and (b) all costs incurred by Seller up to the date of such cancellation, suspension or delay. Seller will not accept returns or backcharges for labor, materials, or other costs incurred in modification, adjustment, service or repair of an order unless previously approved by Seller in writing.
- Changes in Design. Seller reserves the right to modify the design and construction of any Product to incorporate improvements or to substitute material equal or superior to that originally specified. These modifications may result in minor changes to the colour and texture of the Products.
- Amendments; Assignability; Severability. Any amendment, alteration, supplement, modification or waiver of the Trusscore T&C’s shall be invalid unless it is set forth in writing, signed by the party intended to be bound thereby. Buyer may not assign the Trusscore T&Cs or any order without the prior written consent of Seller, which consent may be withheld for any or no reason. If any provision of the Trusscore T&Cs becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, the Trusscore T&Cs shall continue in full force and effect without the provision.
- Binding Effect; Headings; Pronouns. The Trusscore T&Cs shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Headings contained in the Trusscore T&Cs are inserted for reference and in no way define, limit, extend or describe the Trusscore T&C’s or the intent of any provision herein. All pronouns and any variation thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the parties may require.
- Governing Law. The parties agree that the validity, operation and performance of the Trusscore T&Cs shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein (notwithstanding conflict of law rules). The United Nations Convention on Contracts for the International Sale of Goods (also called the Vienna Convention) will not be applicable to the Trusscore T&Cs or the transactions contemplated by the Trusscore T&Cs. The language of all communications between the parties pursuant to the Trusscore T&Cs, including notices and reports, will be the English language.
- Disputes. If a dispute arises between the parties relating to the interpretation or performance of the Trusscore T&Cs, the parties agree to meet promptly (in person or by videoconference) attended by individuals with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 30 days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, either party may refer the dispute to be determined by a sole arbitrator under the Arbitration Act, 1991 (Ontario) (the “Act”). The place of arbitration shall be Toronto, Ontario and the arbitration shall be held in the English language. Subject to section 44 of the Act, the arbitrator’s determination of a dispute will be final and binding and there will be no appeal of that determination on any ground. Prior to the appointment of the arbitrator, the Parties may apply to the courts for interim relief. A request for interim relief by a party to a court will not be considered to be incompatible with this Section or as a waiver thereof.
ADDITIONAL PROVISIONS
Wall&CeilingBoard
Products to be purchase in package quantities provided on price list, else a $200 crating charge will apply to less than full skid quantities.
- Standard Lengths: 8', 10', 12', 14' 16' 20'
- Non-standard Lengths: Any length to the nearest lineal foot in full pallet quantities.
- Custom Lengths: Any length that is not to the nearest lineal foot; any order less than full skid quantities
- *Custom length Upcharge: $0.10/LF up to a maximum of 24'
NorLock Products
- Standard Lengths: 20', 24' (exception is NL5082221 at 21’)
- Standard lengths cannot be produced in less than skid quantities.
- Custom Lengths (minimum length of 6 ft) can be produced at a 10% upcharge - with exception
- *$200 crating charge will apply to less than full skid quantities
Ribcore Products
- Standard Lengths: 10’, 12’, 14’ and 20’
- Standard lengths cannot be produced in less than skid quantities.
- Custom Lengths can be produced at a 10% upcharge - with exception
- *$200 crating charge will apply to less than full skid quantities
Miscellaneous
- Unless agreed to in a custom distributor agreement, prices are subject to change at any time.
- Unless agreed to in a custom distributor agreement, terms are subject to change at any time.
