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Terms and conditions

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General

The following terms and conditions of sale shall apply to any sale of goods and services provided by Adapt-Solutions #1 Ltd (hereinafter called “Adapt Solutions”). Purchaser shall be deemed to have full knowledge of the terms and conditions herein and such terms and conditions shall be binding if the goods and services referred to herein are delivered to and accepted by Purchaser. In the event of any conflict or inconsistency between the terms and conditions of sale herein and the terms and conditions contained in Purchaser’s order or in any other form issued by Purchaser, whether or not any such form has been acknowledged or accepted by Adapt Solutions, Adapt Solutions’ terms and conditions herein shall prevail.  No waiver, alteration or modification of these terms and conditions shall be binding upon Adapt Solutions unless made in writing and signed by a duly authorized representative of Adapt Solutions.

Quotations

Unless otherwise stated, Adapt Solutions’ quotation shall be null and void unless accepted by Purchaser within thirty (30) days from the date of quotation.

Prices / Cost of Transportation / Taxes

Prices will be as quoted in writing by Adapt Solutions, in the absence of a written quote, as set out on our website, customer-specific portal, or Adapt Solutions published list price at the time an order is submitted to Adapt Solutions. Unless otherwise stated in the quotation, quoted prices are subject to change by Adapt Solutions with or without notice until Purchaser’s acceptance. Prices are subject to correction for error. Unless otherwise stated, all prices are f.o.b. origin and include domestic packing. Customary methods of transportation shall be selected by Adapt Solutions and such transportation will be at Purchaser’s expense. Special methods of transportation will be used upon Purchaser’s request and at Purchaser’s additional expense provided reasonable notice of Purchaser’s transportation requirements are given by Purchaser to Adapt Solutions prior to shipment. Prices are exclusive of taxes, duties, and fees (including installation, shipping, and handling) unless otherwise quoted.

Delivery

Delivery schedules are approximate and are based on prevailing market conditions applicable respectively at the time of Adapt Solutions’ quotation and Adapt Solutions’ acceptance of Purchaser’s order.  Delivery shall also depend on the prompt receipt by Adapt Solutions of the necessary information for completion of the order. Adapt Solutions may extend delivery schedules or may, at its option, cancel Purchaser’s order in full or in part without liability other than to return any deposit or prepayment which is unearned by reason of the cancellation.

Force Majeure

Adapt Solutions shall not be responsible or liable for any loss or damage incurred by Purchaser herein resulting from causes beyond the reasonable control of Adapt Solutions including, but without limitation, acts of God, war, invasion, insurrection, riot , the order of any civil or military authority, fire, flood, weather, acts of the elements, delays in transportation, unavailability of equipment or materials, breakdown, sabotage, lock-outs, strikes or labor disputes, faulty castings or forgings, or the failure of Adapt Solutions’ suppliers to meet their delivery promises. The acceptance of delivery of the equipment by Purchaser shall constitute a waiver of all claims for loss or damage due to any delay whatsoever.

Shipment / Damages or Shortages in Transport / Risk

Except for obligations stated under “Warranty” herein, Adapt Solutions’ responsibility for goods ceases upon delivery to the carrier. In the event of loss or damage during shipment, Purchaser’s claim shall be against the carrier only. Adapt Solutions will, however, give Purchaser any reasonable assistance to secure adjustment of Purchaser’s claim against the carrier provided immediate notice of such claim is given by Purchaser to Adapt Solutions. Claims for shortages must be made in writing within ten (10) days after receipt of goods by Purchaser. If Adapt Solutions does not receive written notification of such shortages within such ten (10) days, it shall be conclusively presumed that the goods were delivered in their entirety. Unless agreed upon otherwise in writing, Adapt Solutions reserves the right to make partial shipments and to submit invoices for partial shipments.

Title

Title to the goods or any part thereof shall not pass from Adapt Solutions to Purchaser until all payments due hereunder have been duly made in cash, except as otherwise expressly stipulated herein. The goods shall be and remain personal or moveable property, notwithstanding their mode of attachment to realty or other property. If default is made in any of the payments herein, Purchaser agrees that Adapt Solutions may retain all payments which have been made on account of the purchase price as liquidated damages, and Adapt Solutions shall be free to enter the premises where the goods may be located and remove them as Adapt Solutions’ property, without prejudice to Adapt Solutions’ right to recover any further expenses or damages Adapt Solutions may suffer by reason of such nonpayment.

Liability

Adapt Solutions shall not be liable for and shall be held harmless by Purchaser from any damage, losses or claims of whatever kind, contractual or delictual, consequential or incidental, direct or indirect, arising out of, in connection with or resulting from the sale governed hereby or the goods, including, but without limitation, the manufacture, repair, handling, installation, possession, use, operation or dismantling of the goods and any and all claims, actions, suits, and proceedings which may be instituted in respect to the foregoing.

Warranty

Goods sold hereunder are covered by a warranty against defects in material and workmanship provided the goods and services are subjected to normal use and service for a period of three years from date of purchase. During the first year of the warranty, Adapt-Solutions will supply the replacement parts as well as a pre-set monetary amount (determined by Adapt-Solutions) for the repair if a defect in materiel or workmanship is discovered. After the initial year of this warranty, only parts and components are covered. This warranty does not cover labor and other services after the initial year. Freight and other related repair charges will be the responsibility of the original purchaser. The only remedy for a defect in one of Adapt-Solutions products shall be the repair or the replacement, at the discretion of Adapt-Solutions, of the defective part or component. If repair or replacement is not commercially practical or cannot be timely made, Adapt-Solutions may decide to refund the purchase price of the equipment instead of repairing or replacing the original equipment. In no event shall Adapt-Solutions be responsible for indirect, incidental or consequential damages, whether such damages arise from claims based on contract, warranty, tort (including negligence), strict liability or product liability. All implied warranties, including any warranty of merchantability or fitness for a particular purpose, are limited in their duration to the length of the warranty stated above for the affected component. This warranty is to the original purchaser only, and excludes product damage due to installation error, product misuse, product abuse, accidents, physical damage, damage in shipment, modifications not made by Adapt-Solutions, or repairs undertaken by anyone other than authorized distributors. To obtain warranty parts or reimbursement, you must follow these procedures: 1) Obtain warranty authorization by calling your local Adapt-Solutions dealer or Adapt-Solutions directly at 1-866-641-0419. 2) Return the faulty Adapt-Solutions component/equipment, freight prepaid, to the address provided by your Adapt-Solutions dealer or Adapt-Solutions with proof of purchase indicating the date purchased. Adapt-Solutions will pay for shipping back to the purchaser within the continental United States and Canada if a defect in materiel or workmanship is discovered. Return freight and repair charges will be the responsibility of the purchaser if the problem is not covered by warranty. This warranty gives you specific legal rights, and you may also have other rights that vary from state to state/ province to province. Adapt-Solutions specifically does not authorize any person to extend the time or scope of this warranty.

The applicable warranty ceases to be effective if the goods are altered or repaired other than by persons authorized or approved by Adapt Solutions to perform such work. Repairs or replacement deliveries do not interrupt or prolong the term of the warranty. The warranty ceases to be effective if Purchaser fails to operate and use the goods sold hereunder in a safe and reasonable manner and in accordance with any written instructions from the manufacturers.

Installation

Unless otherwise expressly stipulated, the goods shall be installed by and at the risk and expense of Purchaser. In the event that Adapt Solutions is requested to supervise such installation, Adapt Solutions’ responsibility shall be limited to exercising that degree of skill customary in the trade in supervising installations of the same type.  Purchaser shall remain responsible for all other aspects of the work including compliance with the local regulations.

Returned Goods

No goods may be returned to Adapt Solutions without Adapt Solutions’ prior written permission. Adapt Solutions reserves the right to decline all returns or to accept them subject to a handling/restocking charge. Even after Adapt Solutions has authorized the return of goods for credit, Adapt Solutions reserves the right to adjust the amount of any credit given to Purchaser on return of the goods based on the conditions of the goods on arrival in Adapt Solutions’ warehouse.  Credit for returned goods will be issued to Purchaser only where such goods are returned by Purchaser and not by any subsequent owner of the goods. Goods will be considered for return only if they are in their original condition and packaging.

Terms of Payment

Unless otherwise stated, invoices on “open account” shipment are payable within thirty (30) days of invoice date. Unless specifically provided, no cash discount shall be available to Purchaser.  When cash discount is offered, the discount price is computed from the date of invoice. Adapt Solutions does not offer cash discount on C.O.D. shipments.  Should payment not be made to Adapt Solutions when due, Adapt Solutions reserves the right, until the price has been fully paid in cash, to charge Purchaser with interest on such overdue payments at the rate of twenty-four percent (24%) per annum. The charging of such interest shall not be construed as obligating Adapt Solutions to grant any extension of time in the terms of payment.

Changes and Cancellation

Orders accepted by Adapt Solutions are not subject to changes or cancellation by Purchaser, except with Adapt Solutions’ written consent. In such cases where Adapt Solutions authorizes changes or cancellation, Adapt Solutions reserves the right to charge Purchaser with reasonable costs based upon expenses already incurred and commitments made by Adapt Solutions, including, without limitation, any labour done, material purchased and also including Supplier’s usual overhead and reasonable profit and cancellation charges from Adapt Solutions’ suppliers.

The Agreement

An acceptance and official confirmation of Purchaser’s order by Adapt Solutions shall constitute the complete agreement, subject to the terms and conditions of sale herein set forth, and shall supersede all previous quotations, orders or agreements. The law of the Province of Quebec shall govern the validity, interpretation and enforcement of these terms and conditions of sale and of any contract of which these terms and conditions are a part.

Business Ethics & Code of Conduct

Adapt Solutions is committed to ethical business practices and we hold our suppliers to the same high standards. It is our policy to comply with all applicable laws and regulations of the countries and regions in which we operate and to conduct our business activities in an honest and ethical manner. Adapt Solutions expects its suppliers to uphold the same policies as Adapt Solutions concerning compliance with all applicable laws, respect for human rights, environmental conservation and the safety of products and services.

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