Prices for all products sold hereunder (The "Products") by Savoia Canada INC. ("SAVOIA") shall be those in effect at the date of shipment to purchaser. All published or quoted prices are F.O.B. our warehouse in Toronto unless otherwise specified in writing. Purchaser must notify Savoia in writing of any errors in the invoice price within thirty (30) days of the invoice date, to be eligible for review and adjustment. Purchaser shall pay for all taxes upon sale, delivery or transportation thereof, including, without limitation, applicable sales tax and goods and services tax.
Unless credit approved is granted by Savoia, all purchases are on a C.O.D. basis. Where credit approval is granted, payment is due within thirty (30) days from invoice date, purchaser shall receive a discount of 2% of billed amount (exclusive of taxes and other charges) in the event of payment in full within ten (10) days of invoice date. Overdue amounts will be charged a late payment servicing fee of 18% per annum until payment in full. In addition, customer will be responsible for collection costs incurred in collecting all unpaid balances. All payments shall be without set-off or other deduction unless purchaser has been issued a credit memorandum by Savoia which purchaser wishes to apply to the overdue amount.
3) SPECIAL ORDERS
Savoia, in its discretion, may accept special orders for products which are not customarily maintained in Savoia's inventory at its warehouse in Toronto. Permitted special orders must be accompanied by a non refundable deposit and may not be cancelled.
4) SHIPMENT AND TITLE
All orders are shipped F.O.B. our Toronto warehouse, freight collect, unless otherwise specified in writing. Delivery of products to the carrier shall constitute delivery to purchaser and thereafter purchaser shall bear all rick of loss or damage. Accordingly Savoia is not responsible for damages in shipment or for any failure to delivery, or perform or delay in delivery by such carrier.
5) RETURN OF PRODUCTS
Products may not be returned unless accompanied by Savoia return authorization. All requests for authority to return products and the related returned product must, in each case, be delivered to Savoia within thirty (30) days from the invoice date. Purchaser may not return special orders, discontinued products or setting and installation materials. Returned products will only be accepted if in good condition in their original, unopened and undamaged factory sealed containers together with the related invoice and must match current run numbers for the products. All permitted returns will be subject to a handling charge equal to 25% of the invoice price of the returned products together with freight charges, if any, paid by Savoia.
6) CANCELLED ORDERS
Cancellation of order of products (other than special orders) requires the prior written consent of Savoia. Purchaser may not cancel special orders.
Purchaser shall promptly inspect all purchased products and shall be responsable for determining whether any product is suited for any particular purpose or installation. Any claims for defective products sold hereunder must be made within five (5) days after receipt of the products by purchaser and in any event prior to installation. Savoia shall not be responsable for damage arising from any mishandling of products, installation condition and procedures are beyond Savoia's responsibility and control accordingly Savoia will not be responsable for chipping, crazing, cracking, shading or loosening of products from the setting bed however caused.
8) LIMITATION OF REMEDIES AND LIABILITIES
Savoia's liability to purchaser for any cause whatsoever (including defective products) shall be limited to, at its option, (1) providing replacement product at the warehouse premises in Toronto, or (2) refunding the original purchase price, provided that Savoia first receives corresponding compensation from its supplier. In no event shall Savoia be liable for special, incidental, indirect, consequential or any other similar damages and whether based upon breach of contract negligence or any other legal theory and in no event will liability exceed the purchase price of the purchased product.
9) FORCE MAJEURE
Savoia shall not be liable for any losses, damages or delays caused by fire, shortage of materials, labour or transportation, or accident, act of God or any other cause or circumstance beyond its control.
10) GOVERNING LAW
All orders and purchases of products shall be governed by the laws of the Province of Ontario.
11) ENTIRE AGREEMENT
These Terms and Conditions of sale together with the Terms of the reverse hereof contain all of the provisions respecting purchaser's purchase of product. None of the Terms or Conditions herein or on the reverse may be amended nor may any additional provisions be added except in writing signed by purchaser and an officer of Savoia and no such modifications shall be affected by acknowledgement or acceptance of purchase order forms of purchaser or descriptive brochures or other documents containing different Terms and Conditions. In event of a conflict between such Terms and Conditions and the provisions of purchaser's purchase order. These Terms and Conditions shall govern. There are no express or implied warranties or conditions herein including, without limitation, implied warranties of merchantability or fitness for a particular purpose which are excluded herefrom.