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General Conditions

General Terms and Conditions of Trade

1. General Information – Application of Terms of Sale

(1) Our Terms of Sale are the only terms of sale which apply to all transactions. We do not acknowledge additional or revised terms or conditions of sale, unless we previously have agreed to such additional or revised terms in writing.

(2) All agreements made between us and a purchaser for the sale of goods are deemed to include these Terms of Sale.

(3) Our terms of sale also shall apply to all further sale trans actions with a purchaser even if such transactions are not in writing.

2. Bid – Bid Materials

(1) If an order is submitted in the form of a bid, we shall have fourteen (14) days aer receipt of the bid to either accept or reject the order.

(2) We retain all intellectual property ownership rights including copyright applicable to all illustrations, drawings, estimates and all other related documentation associated with a bid, including all documents classified as “confidential”. Before disclosing any of our intellectual property to third parties, the purchaser shall obtain our express written permission to such disclosure.

3. Prices – Payment Conditions, Packaging, Shipping

(1) Unless indicated otherwise in the order confirmation, our prices are “ex works prices”, including packaging. If custom packaging is required, the customer is responsible for the additional costs of such custom packaging in addition to the ex works prices.

(2) We reserve the right to change our prices as a consequence of increases or decreases in our costs aer the date of the sale of goods contract, in particular as a consequence of changes in wages or material costs.

(3) We package all goods with our choice of packaging materials suitable for the means of transportation.

(4) We select the means of transportation, unless other agreed in writing with the purchaser. Freight will be prepaid with our choice of carrier for orders of $500 or more aer all applicable discounts. The purchaser bears all costs for special shipping arrangements, including express or next day shipping arrangements.

(5) Upon the purchaser’s request, we will cover the shipment of goods with a transportation insurance policy provided that the purchaser bears all costs for such insurance policy.

(6) Unless specified in the sale of goods order the net purchase price (without deductions) is due within thirty (30) days from the invoice date.

(7) No discounts shall apply unless expressly agreed in writing.

(8) We confirm our rights as an unpaid seller under Part IV of the Sale of Goods Act (Ontario).

4. Passing of Risk

All risk associated with the goods is passed to and assumed by the purchaser upon the transfer of the goods to the forwarding agent or carrier at our premises, and in any event, upon leaving our premises, unless other conditions have been expressly agreed upon in writing.

5. Delivery Time

(1) The confirmation of the delivery time of the goods is dependent upon full disclosure and clarification by the purchaser of all technical questions affecting the goods and the delivery of the goods to the purchaser.

(2) In addition, compliance with our delivery obligation is conditional upon the timely and proper fulfillment of the purchaser’s obligations, failing which we shall have no obligation to deliver the goods.

(3) If the purchaser delays its acceptance of the goods, or knowingly is in default of any of the purchaser’s obligations, we shall have the right to claim damages, including additional expenses resulting from such default and we reserve the right to claim any other damages resulting from such default by the purchaser.

(1) If the purchaser is in default under paragraph (3) above, the risk of loss or the deterioration of the purchased goods passes to the purchaser immediately upon such default in acceptance or payment.

(4) Delivery and shipping dates reflect our estimate based on production requirements.

(5) We shall be liable if a delay and delivery arises from an intentional or grossly negligent breach by us for which we are liable. If the delay and delivery does not arise from an intentional default by us, the liability for damages is limited to special damages.

(6) We also shall be liable if the delay in delivery arises from default of a major contractual obligation by us, provided that, such liability for damages is limited to special damages.

6. Liability for defects

(1) We give no implied warranty or condition as to the quality or fitness for any particular purpose of goods supplied to the purchaser and there are no representations or warranties regarding the goods supplied to the purchaser except as expressly set out in these Terms of Sale.

(2) The purchaser shall carry out appropriate test procedures with random samplings, before using the delivered goods for the intended purpose. Slight discrepancies in the colour of our products are not considered a defect.

(3) If a defect in the purchased goods is detected we have a choice of correcting the defect or substituting new replacement goods to the purchaser

(4) If, aer the substitution or correction of defective goods, the goods are still defective, the purchaser shall have the option of either withdrawing from the contract or claiming a reduction in the purchase price.

(5) If the purchaser is entitled to damages instead of repeat performance, our liability for damages is limited to special damages.

(6) In the case of coated abrasives delivered on large rolls (jumbo rolls), we will compensate those portions with discrepancies recognized by us by the addition of at least an equivalent amount of material which is free of defects.

7. Return Goods Policy

(1) Merchandise returns are subject to the following conditions:

(2) The returned product(s) must be authorized by Klingspor and accompanied by a claim number

(3) The product(s) must be standard stock items

(4) The product(s) must have been purchased within the previous 12 months

(5) The product(s) must be in their original package(s) and in re-salable condition

(6) The product(s) must be returned via prepaid delivery

(7) A restocking charge of 15% will be applied to all returns and subsequently billed to the customer

8. Limited Warranty

(1) We warrant that the goods delivered to a purchaser are of the type specified and conform to our specifications, or to Buyer’s specifications if agreed to in writing by us, and shall be free from defects in material and workmanship when compared to the applicable specifications. We shall not be responsible or liable for any consequential damages or costs of any nature, including but not limited to, freight, labour costs, lost profits, economic loss of any kind, downtime, personal injury or death, or any other loss or damage to person(s) or property and shall be liable only to the extent of the purchase price of the goods. This limited warranty does not cover goods damaged aer being shipped by us to the purchaser or any claim which is not directly due to defects in original material or workmanship of the goods. This limited warranty does not apply to goods altered or repaired by any party other than us.

(2) This limited warranty is the only warranty given by us and is in lieu of all other warranties either expressed or implied by statute, at common law, or otherwise.

9. Jurisdiction or Applicable Law

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada and the parties shall submit to the jurisdiction of the Courts of the Province of Ontario. Any provision hereof prohibited by law shall be ineffective to the extent of such prohibition, without invalidating the remaining provisions hereof.
 

KLINGSPOR Inc.

We are not liable for misprints.