Terms and Conditions of Sale and Quotations by Intrepid Group Ltd – December, 2023
The following are Terms and Conditions under which Intrepid Group Ltd proposes or sells goods and/or services to be invoiced by Intrepid Group Ltd. Principal manufacturers Terms and Conditions shall apply to any subsequent orders Intrepid Group accepts on behalf of a principal represented by Intrepid Group Ltd.
No modification of conflicting terms will be accepted except by Intrepid Group Ltd expressed written agreement. These terms supersede any previous terms by buyer.
1) Prices – This proposal is firm for 30 days from date shown on proposal. Prices are subject to change without notice after 30 days from quotation date.
2) Terms – Terms are net 30 days on approved accounts for orders, milestone payment schedule will apply for orders exceeding to $150,000.
Progress Payment Schedule:
25% due upon submittal of drawings
25% due upon receipt of approved drawings
25% due upon receipt of major materials/readiness to ship
25% NET 30 days after readiness to ship / shipment
Intrepid Group Ltd reserves the right to charge a premium on overdue accounts.
3) Warranty – Intrepid Group Ltd passes on the warranty stated by the original manufacturer of the product to the purchaser. Intrepid Group Ltd does not in its own name underwrite the manufacturer’s warranty. The liability of Intrepid Group Ltd and purchasers exclusive remedy in any cause or actions (whether in contract, tort, breach of warranty or otherwise) arising out of the sale of any products, supplies or materials is expressly limited to the manufacturer’s warranty. In no event shall Intrepid Group Ltd be liable for special, incidental, indirect, punitive or consequential damages.
4) Delivery – Seller’s liability for risk shall terminate upon safe delivery to carrier on shipments made F.C.A. place of shipment and upon tender on shipments made F.C.A. point of destination. Intrepid Group shall not be liable for any damages or penalty for delay in delivery or failure to give notice of delay, when such delay is due to the elements, act of God, acts of purchaser, act of civil or military authority, priorities, fire or floods, strikes, stoppage of labor, accidents, riots, civil disturbances, martial law, acts of the government, epidemics or quarantine restrictions, lockouts, breakdowns, differences with workmen, accidents to machinery, car shortages or other delays beyond reasonable control of Intrepid Group Ltd. In the event of any such occurrences the seller may at its election cancel this order or any part thereof.
Title to material in this contract shall remain with the seller until goods supplied are paid for. The buyer is responsible for damage or loss from the time of shipment from Intrepid Group Ltd.
5) Taxes – Unless otherwise shown, taxes are extra.
6) Errors – Clerical or typographical errors are subject to correction
7) Cancellations or Returns – Orders shall not be cancelled or returned without Intrepid Group Ltd.’s acceptance of cancellation or return in writing and payment of cancellation charge by buyer. Cancellation or return charges will be based upon actual cost including engineering, manufacturing, testing, inspection, sales work and material in process or delivered at the time cancellation or return request is received. If Intrepid Group Ltd approves a cancellation or return request, the following charges will apply:
a) All returned items within 30 days are subject to a 30% minimum restocking charge, all products returned more than 30 days after original ship date are subject to a 50% restocking charge. Returns after 3 months from original ship date are subject to a 100% restocking charge. All transportation costs for cancellations or returns are to be paid by the buyer.
b) Products returned for credit must be in new and unused condition and complete with packaging and manuals in original saleable condition.
c) Custom manufactured products or products above Intrepid Standard stocking levels are not returnable or cancelable.
d) Documentation for catalog item orders is subject to a 100% cancellation charge.
e) Documentation for custom equipment is subject to the equipment cancellation schedule.
8) Cumulative liability – The Seller’s total cumulative liability to the Purchaser arising out of or relating to the performance of the Purchase Order shall be limited to the value of the estimated Purchase Order Price at the Effective Date.
9) Purchaser’s Indemnification
Purchaser agrees to indemnify, defend and hold harmless Supplier, its contractors, subcontractors and suppliers and the officers, directors, employees and invitees of all of the foregoing (collectively “Supplier Group”) from and against any and all claims, losses and expenses (including all costs, demands, damages, suits, judgements, fines, penalties, liabilities, legal fees and cause of action of whatever nature or character, whether arising in tort or in contract, including contractual liabilities assumed by Supplier Group, whether known or unknown, and including claims, losses and expenses for Property Damage, Personal Injury or death, in any way rising out of or related to the performance or non-performance by Purchaser Group of the subject matter of the Purchase Order, except to the extent caused by or resulting from the Gross Negligence or Wilful Misconduct of Supplier Group.
10) Supplier’s Indemnification
Supplier agrees to indemnify, defend and hold harmless Purchaser, its contractors, subcontractors and suppliers and the officers, directors, employees and invitees of all of the foregoing (collectively “Purchaser Group”) from and against any and all claims, losses and expenses (including all costs, demands, damages, suits, judgements, fines, penalties, liabilities, legal fees and cause of action of whatever nature or character, whether arising in tort or in contract, including contractual liabilities assumed by Purchaser Group, whether known or unknown, and including claims, losses and expenses for Property Damage, Personal Injury or death, in any way arising out of or related to the performance or non-performance by Supplier Group of the subject matter of the Purchase Order, except to the extent caused by or resulting from the Gross Negligence or Wilful Misconduct of Purchaser Group.
11) Consequential Losses
For the purposes of this Article, the expression “Consequential Loss” shall mean indirect losses such as, but not limited to, loss of production, loss of product, loss of use, loss of revenue, loss of profit or anticipated profit, loss of business opportunity and reputation, whether arising in contract or tort or otherwise at law. Except to the extent of any agreed liquidated damages or any termination fees provided for in the Purchase Order, Purchaser shall indemnify, save, defend and hold harmless Supplier Group from Purchaser Group’s own Consequential Loss; and Supplier Group shall indemnify, save, defend and hold harmless Purchaser Group from Supplier Group’s own Consequential Loss.
Notwithstanding the others terms of the Purchase Order, no release nor indemnity will apply in favour of a Party in the event of “Gross Negligence” (meaning a negligent act or omission that constitutes a marked and flagrant departure from the conduct a reasonable person would adopt, acting in circumstances known at the time of the act or omission) or “Wilful Misconduct” (meaning an intentional act or omission that a reasonable person knew, or ought to have known, would likely have serious and harmful consequences) of any indemnified Party.
12) Termination For Convenience
Purchase Order may be terminated by Purchaser for its convenience without cause. Purchaser shall provide written Notice to this effect, stipulating in the Notice, the effective date of termination. Supplier shall cease performance of the Purchase Order upon the specified effective date of termination. Supplier shall be entitled to the value of work performed in accordance with the Purchase Order to the effective date of termination, together with such other payments and fees as are set out in the Purchase Order and such other costs the Supplier incurs putting the termination for convenience in to effect for example cancellation costs of other suppliers to Supplier.
13) Termination For Cause
Either Party may immediately terminate the Purchase Order by Notice to the other Party (the “Defaulter”), if (a) Defaulter breaches a material term; (b) Defaulter becomes insolvent; (c) a bankruptcy, receiving order or winding up resolution is filed or made against Defaulter; (d) Defaulter ceases to carry on business in the ordinary course; or (e) a creditor takes possession of any of Defaulter’s property. Defaulter shall provide Notice to the non-defaulting Party as soon as possible after any of the above noted events occurs. The rights and remedies provided in this Article are in
addition to the rights and remedies provided by Governing Law or under any other provision of the Purchase Order. Upon termination for cause, the Parties shall meet within fourteen (14) calendar days of the termination for cause Notice and agree what amounts are due and owing to each other. Such amounts shall be paid within sixty (60) calendar days of the termination for cause Notice.
14) Force Majeure
A Party shall be excused from its obligations under this Purchase Order to the extent performance is delayed or prevented by an “Event of Force Majeure”. An Event of Force Majeure means an event beyond the control of the Parties, which prevents a Party from complying with any of its obligations under the Purchase Order, including but not limited to: Act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods; War, hostilities (whether war is declared or not), invasion, act of foreign enemies or embargo; Rebellion, revolution, insurrection or military or usurped power, or civil war; Contamination by radio-activity from any nuclear fuel or nuclear waste; Riot, commotion, go slows, lock-outs or disorder, unless solely restricted to employees of Supplier; and Acts or threats of terrorism.
A Party wishing to invoke this Article shall notify the other Party promptly in writing. A Party invoking this Article shall employ all reasonable means to minimize the consequences to the other Party and to rectify or terminate the Event of Force Majeure or its consequences. The Parties agree that compliance with the requirements of Governing Law, the financial difficulties of a Party, and mechanical or electronic failures shall not be considered an Event of Force Majeure.
15) Dispute Resolution
Any and all controversies, disputes or claims arising out of or in any way relating to this Purchase Order (the “Dispute”) shall be resolved pursuant to this Article. The Parties shall make all reasonable efforts to resolve all Disputes by negotiation and agree to provide, without prejudice, open and timely disclosure of relevant facts, information and documents to facilitate such negotiations.
Prior to the initiation of any legal proceedings to resolve a Dispute, the aggrieved Party shall give written Notice of the Dispute to the other Party (the “Notice of Dispute”) and thereafter the Parties shall promptly meet to resolve the Dispute. If the Dispute is not resolved within thirty (30) calendar days of such Notice of Dispute, then the Dispute may be submitted to binding arbitration conducted on a confidential basis pursuant to the Arbitration Act – Alberta (the “Arbitration”). The place of arbitration shall be Calgary, Alberta. The selection of an arbitrator for the Arbitration shall occur by mutual agreement of the Parties at a meeting no later than fourteen (14) calendar days following receipt of the Notice of Dispute. Should the Parties be unable to agree on the selection of the arbitrator following this meeting, an arbitrator shall be selected by a justice of the Court of Queen’s Bench of Alberta upon application of one of the Parties. The arbitrator shall be experienced in the subject matter of the Dispute.
The language to be used in the arbitral proceedings shall be English and the arbitral award shall be in writing and provide an explanation for all conclusions of law and fact. The arbitral award shall provide an assessment of costs, expenses and reasonable attorneys’ fees. The arbitral award may be confirmed in a court of competent jurisdiction.
16) Miscellaneous
Governing Law and Jurisdiction: The Purchase Order is made under and shall be governed and construed in all respects in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, without regard to any choice of law or conflict of law provision, which would direct the application of the laws of another jurisdiction. The Parties hereto agree that the Courts of the Province of Alberta and the Federal Courts of Canada shall have exclusive jurisdiction in reference to any matters herein.
Anti-corruption Undertakings: At all times the Parties shall observe and comply with all anti-bribery legislation, such as Canada’s Corruption of Foreign Public Officials Act or the Criminal Code of Canada; USA’s Foreign Corrupt Practices Act or the UK’s Anti-bribery Act. Any breach of this obligation shall constitute a material breach of the Purchase Order.
Ruling Language: The ruling language of the Purchase Order shall be English and all communications and notices in writing or otherwise between the Parties shall be in English.
Time of the Essence: Time is of the essence with respect to all the provisions of the Purchase Order. If a Party fails to meet its obligations in a timely manner, such failure will constitute a material breach. Changes: The Parties may from time to time change the Goods to be provided under the Purchase Order. No such change shall be binding on either Party unless set out in a Change Order, executed by both Parties.
Supplier’s compensation and time for delivery/performance shall only be modified or adjusted as set out in the executed Change Order.
Amendments: This Purchase Order may be supplemented, amended or modified only by the mutual agreement of the Parties. No supplement, amendment or modification of the Purchase Order shall be binding unless it is in writing and executed by each Party hereto.
Assignment: Neither Party shall assign all or any part of the Purchase Order, or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent may be unreasonably withheld.
No implied waiver: The failure of either Party to insist on performance of any term, condition or instruction or failure to exercise any right or privilege, or its waiver of any breach or default shall not thereafter waive any such term, condition, instruction, right or privilege.
Severability: If any provision of the Purchase Order is or becomes illegal, invalid or unenforceable, such provision shall be deemed to be separate and severable from the Purchase Order and all other provisions shall remain in full force and effect.
Binding Agreement: This Purchase Order is binding upon and shall enure to the benefit of the Parties hereto and their successors and permitted assigns.
Entire Agreement: This Purchase Order constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreements, understandings or representations, whether oral or in writing, between the Parties.