1. Agreement. These terms and conditions apply to any proposal for the sale of Osblock® products (the "Products") and for each purchase order accepted by Osblock. These terms and conditions attached to the proposal for the sale of Products, the accepted purchase order and the invoices issued by Osblock constitute the entire agreement (the "Contract") between the Buyer and Osblock. In the event of any inconsistency between these terms and conditions and any terms or conditions contained in the proposal or purchase order accepted by Osblock, such terms and conditions shall prevail. The Buyer expressly waives any and all provisions contained in any Buyer's document or communication relating to the sale of Products by Osblock that deny, limit, extend the scope or conflict with the proposal or these terms and conditions. Any term or condition contained in the Buyer's written purchase order that contradicts or adds to any of these terms and conditions shall have any force or effect unless specifically accepted in writing by Osblock.
2. Acceptance. Osblock shall only be obligated to proceed with the sale if the Buyer submits a written purchase order within sixty (60) days following the Osblock's proposal (unless otherwise stated in the proposal) and such written purchase order is accepted in writing by Osblock.
The proposal is based on the specifications and other data provided by the Buyer. Osblock is not responsible for the accuracy of the plans and/or specifications submitted by the Buyer. The Buyer is responsible for ensuring that the Products ordered meet all the specifications required by the Buyer.
3. Price and terms of payment. Unless otherwise indicated, all amounts expressed in the proposal are in Canadian dollars. Prices do not include sales, use, excise taxes or any other taxes or fees imposed under any law, regulation or ordinance whether federal, state or local. All taxes or fees that Osblock is required to pay or collect in the execution of the Contract are the sole responsibility of the Buyer and will be charged to the Buyer.
Amounts are payable according to the schedule specified in the proposal. Otherwise, 50 % of the sale price shall be payable when the Buyer sends the purchase order to Osblock and 50 % of the sale price shall be payable before shipping. The terms of payment may not be delayed under any pretext whatsoever, even litigious. If the Buyer fails to pay Osblock the amount stipulated in the proposal or invoices at the due date, interest at a rate of 2% per month (24% per annum) shall be payable by the Buyer to Osblock on the amounts unpaid until their perfect payment. Any partial payment will first be applied to the increased interest and then to the unpaid capital, starting with the outstanding amounts with the due date being the furthest from the date of payment. The Buyer is under an obligation of payment arising out of the passage of time alone. If it is necessary to refer the account to a lawyer, in case of default of payment by the Buyer, the Buyer agrees to pay, in addition to the balance owing, all collection costs, including attorneys’ fees, engaged by Osblock.
In addition, Buyer acknowledges and agrees that its failure to make any payment on the due date may result, upon notice, in the suspension of the supply of the Products by Osblock, without prejudice to any other rights and remedies by Osblock.
4. Title. The Buyer acknowledges that the property of the Products shall only be transferred to the Buyer upon final payment in full of the purchase price by the Buyer. However, notwithstanding the foregoing, until the complete payment of the Products, or until their resumption by the Seller, the Buyer remains responsible for the damages emanating from the possession and use of the sold Products as well as their deterioration.
installation or use of products for specific purposes. Osblock does not guarantee the compliance or adequacy of the Products with any laws, codes or regulations, and does not accept responsibility for the construction, installation or use of the Products. It is the Buyer’s responsibility to review all applicable laws, codes and regulations for each jurisdiction to ensure that the construction, installation or use of the Products is in compliance. The Buyer is responsible for obtaining any required import permits and operating authorizations and for complying with the regulations governing the operation of the Products sold including safety, hygiene and environmental protection.
6. Delivery. The delivery and shipping dates indicated on the proposal or purchase order are approximate. A more precise delivery date will be communicated to the Buyer as soon as possible following the acceptance of the purchase order. Osblock assumes no liability, for any reason, for any damage, including, without limitation, direct, indirect, incidental, financial, consequential or other damages that may result from a delay in the delivery of the Products or from the inability to complete the order.
Unless otherwise indicated in the proposal, the Products will be delivered EXW at the Osblock plant in Saint- Henri-de-Taillon, Quebec, using Osblock's standard packaging and shipping methods. The Products always travel at the risk of the Buyer and the transfer of risks to the Buyer will occur upon delivery of the Products to the carrier. The support of all or part of the transport by Osblock cannot derogate from this principle, Osblock then acting as simple agent of the Buyer.
The number, the condition and the conformity of the delivered Products must imperatively be checked upon receipt of the Products. The costs and risks related to this examination are the responsibility of the Buyer. In the case of any damage due to transport, a claim must be made immediately to the carrier and Osblock will offer any possible assistance to the Buyer in its preparation of the claim. Any discrepancy between the Osblock shipping slip and the Products received must be reported in writing to Osblock within ten (10) days of receipt of the Products. After this date, the Buyer will be deemed to have irrevocably accepted the Products, if they have not already been, and he will not have the right to refuse the Products or to revoke his acceptance.
7. Warranty. Osblock warrants for a period of twenty-five (25) years (the "Limited Warranty Period") from the date of purchase of the Osblock Products that they are free from manufacturing defects, in normal conditions of use. This limited warranty applies only to (i) the original purchaser of the Product; (ii) the first owner of the building on which the Product was installed; and (iii) the first transferee of the building. Products replaced under the limited warranty are guaranteed only for the remaining period of the Limited Warranty Period.
The Products must be installed according to the manufacturer's recommendations and requires the use of the supplied Osblock fasteners and parts. Installation details are available at www.osblock.ca. Products must be properly installed in strict accordance with Osblock's written instructions and local building code requirements. The warranty of this Product shall apply for a use to which the material is intended. The warranty will be void if the Product is not installed or stored properly and in accordance with the recommendations given or if the Product is exposed to prolonged leakage.
If, during the Limited Warranty Period, the Product has a manufacturing defect, Osblock's sole obligation under this warranty is limited to replace the defect Product with a product similar to that defect Product, excluding any other costs, including those for the replacement work for the Product. Coverage under this limited warranty is subject to the following conditions :
a defect covered by this limited warranty and prior to commencing permanent repairs;
(B) The written claim must include the name and address of the person covered, the date of installation of the Products sold, the date of discovery of the alleged defect and a brief description of the alleged defect;
(C) The written claim must also be accompanied by photos as well as the purchase invoice and/or the original purchase order of the defective Product;
(D) The covered person shall provide Osblock representatives with access to the Product affected by the alleged defect, within regular business hours, to allow Osblock to verify the alleged defect. No repair shall be made to the Product until Osblock has ascertained the alleged defect, unless it is urgent or for compelling reasons.
Failing to provide all of the information requested or to follow the steps listed above, the claim may be delayed and Osblock is entitled to conclude that the claim is invalid and refuse to honour the limited warranty. Approximately within sixty (60) days of receiving the information necessary to investigate the claim, Osblock will issue a decision regarding its obligations under the limited warranty.
The following damages are not covered by this limited warranty and, therefore, Osblock will never be liable for :
(A) any property damage, bodily injury or financial loss resulting directly or indirectly from a manufacturing defect in the Products;
(B) any damage caused by lightning, fire, hurricanes, tornadoes, hail, earthquakes, natural disasters, fortuitous events or force majeure;
(C) any damage to the Products caused by subsidence, deformation, failure, cracking or movement of the building's foundations, erosion, normal wear and tear or lack of maintenance;
(D) any damage caused to the Products after their release from Osblock, either during transportation or as a result of improper handling or storage;
(E) any damage to Products resulting from failure to comply with Osblock's published instructions, the non-compliance with good practice or the use of an improper product during installation;
(F) any damage related to loss of use of the building (loss of incomes, loss of profits, disturbances, nuisances and inconveniences, etc.), exemplary or punitive damages and any direct, indirect or incidental or consequential, actual or foreseeable, present or future damage attributable to any defective Product and/or the removal and reinstallation of a defective Product as part of the performance of this warranty;
(G) any damage, of any nature whatsoever, caused, directly or indirectly, by any insect.
Osblock is not bound by any warranty that your contractor, or any other person who is not an authorized Osblock executive, may give. The warranty described herein excludes all other guarantees, declarations or conditions, verbal or written, express or implied, and constitute the only guarantee against defects offered by Buyer. No other guarantee shall apply for any purpose whatsoever. This limited warranty covers only manufacturing defects.
8. Liability. Osblock shall not be liable to the Buyer or any third party for any damage that may be caused by an external element or misuse of the Products. Osblock shall not be liable to the Buyer or any third party for any direct, indirect, special or punitive damages or economic loss whatsoever for any allegation, claim, suit or other request based on the use of the Products by the Buyer or a third party. In the event of a third party claiming any damage to Osblock, the Buyer undertakes to indemnify Osblock. In any event, the responsibility of Osblock will in no case exceed the purchase price of the Products.
9. Force majeure. Osblock will not be liable for any failure or delay in performance of any obligation hereunder due to circumstances beyond its reasonable control including, but not limited to, accident, theft, vandalism, breakdown, strike, lockout, riot, sabotage, insurrection, war, terrorism, delay, interruption or failure in the supply of raw materials, supplies, equipment, labor, problem of transportation or communication or network failures, natural disasters and other causes or conditions, whether of the same nature or not, as well as government actions or lack of action, restriction or governmental control, requests or requisitions, whether they are voluntarily assumed or not.
10. Severability. If any clause or provision herein is declared in whole or in part to be invalid or unenforceable by the competent authorities under any law or order, such clause or provision shall be deemed to be modified or deleted, but only to the extent necessary to comply to the legislation or the ordinance and the other provisions hereof shall remain in effect and shall have full effect.
11. No Waiver. The fact that Osblock has not insisted on the full performance of any of the conditions contained herein or has not always exercised any of its rights therein shall not be considered a waiver for the future to such right or fulfillment of such condition. Except as otherwise provided, no waiver by Osblock of any of its rights shall have effect only when established in writing. Any such waiver shall be attributable solely to the rights and circumstances expressly covered by such waiver. The choice of Osblock to adopt a particular remedy will not affect its right to subsequent recourse to other remedies provided for herein.
12. Amendments. No amendment to this Contract will be effective unless it is in writing and signed by both parties.
13. Governing laws. This Contract is governed by the laws of the Province of Quebec and the applicable laws of Canada, excluding any conflict of law provision and, if applicable, the United Nations Convention on Contracts for the International Sale of Goods. Any claim or dispute in connection with this Contract shall be submitted exclusively to the competent courts in the District of Alma, Province of Quebec, Canada.
14. Entire agreement. This Contract contains the entire agreement between the parties and supersedes all prior oral or written representations, conditions and agreements.
15. Notice. Any notice or other communication given or transmitted to a party under this Contract shall be in writing and delivered by hand or sent by registered or certified mail to the address and name of the company
mentioned above or sent by a method of communication that allows the sending party to prove that the notice was in fact delivered to the receiving party.
16. Confidentiality. Buyer will not disclose or make available to third parties any Osblock data or other confidential, non-public or private information concerning Osblock without the prior written permission of Osblock.
17. Language. The parties hereto have requested that this Contract be drawn up in the English language. Les parties aux présentes ont requis que cette convention soit rédigée en anglais. In the event of a discrepancy between this version of the general terms and conditions and the French version, the French provisions shall prevail.