UCAN Fastening Products Terms of Sale

Delivery Dates: Delivery dates are estimates only and are not guaranteed. UCAN will use every effort to make shipments or provide service as scheduled and may make partial shipments. However, the completion of the order is subject to acts of force majeure or events beyond the reasonable control of UCAN. If UCAN is temporarily unable to ship a complete order. UCAN will make partial shipment and will back order the unshipped portion of the order unless otherwise instructed.

Prices: Prices are reviewed from time to time and are found in the ”CONTRACTORS PRICE LIST or documented on an authorized “WHOLESALE DISCOUNT SCHEDULE” or on an authorized “QUOTATION” form in force at time of order. All prices are subject to immediate change by UCAN without prior notice with the exception of pricing on a ”QUOTATION” form that is valid for a maximum of thirty (30) days unless otherwise indicated. All prices are NET and include all applicable discounts. Any applicable taxes. duties, freight, insurance, or broker fees are not included in the pricing and DISTRIBUTOR agrees to promptly refund UCAN for any such charges which UCAN may have to pay. All purchases and related payments between UCAN and DISTRIBUTOR are in Canadian Dollars unless otherwise stated on the applicable price list.

Minimum order: $200 Net (Canadian dollars).

Payment Terms: 1%-10 days on total amount before applicable tax, net 30 days, from invoice date. No discounts allowed on current invoices if older invoices are outstanding.

For new customers that have not established credit with UCAN, the terms are net thirty (30) days from date of invoice. UCAN will extend terms of 1% ten (10) days net thirty (30) from date of invoice after one (1) year of acceptable payment history.

Credit terms may be available. at the sole and absolute discretion and according to the decision of UCAN’s credit department. UCAN shall be entitled, at its sole and absolute discretion, to review and withdraw any extension of credit if, in UCAN’s opinion, DISTRIBUTOR’s financial or payment record so warrants. DISTRIBUTORs with open account credit terms shall pay all invoices with thirty (30) days from the date of invoice, Invoices unpaid past thirty days shall be considered overdue. ln such case, all further shipments may be curtailed or delayed until payment has been brought up to date, at the sole and absolute discretion of UCAN, in addition to any other action that UCAN may take, as deemed appropriate in UCAN’s sole and absolute discretion.

Past due invoices are subject to a late payment charge of 1.5% per month (18% per annum) but not in excess of the lawful maximum.

C.O.D. shipments earn no discount.

Security Interest: Customer hereby grants to UCAN Fastening Products a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to UCAN Fastening Products. Customer agrees to file, or permit UCAN Fastening Products to file, any financing statements or other appropriate documents with governmental authorities to perfect the validity, priority, and enforceability of UCAN Fastening Products lien or security interest.

Cancellation: No products may be returned and no order cancelled or modified without prior written approval of UCAN. UCAN reserves the right to cancel any sale without liability to DISTRIBUTOR (except for refund of monies already paid) if the manufacture or sale of the products is or becomes technically or economically impractical. UCAN reserves the right to discontinue any products with or without prior notice to the DISTRIBUTOR.

Product Specifications: Product specifications may be modified without prior notice or without DISTRIBUTOR being specifically informed, In the event DISTRTBUTOR’s purchase requirements are specific, DISTRIBUTOR shall have the obligation, before purchasing, to enquire into and confirm with UCAN that the specification requirements it needs, still exist in the specific product.

Withdrawal of Product: UCAN may at any time, without notice, withdraw any goods from sale and shall not be obligated to fill any order for goods withdrawn from sale. UCAN does not represent or guarantee to DISTRIBUTOR the availability for sale of ordered goods and DISTRIBUTOR hereby expressly releases UCAN from liability to DISTRIBUTOR arising out of or by virtue of the failure of UCAN to accept or fill any orders of DISTRIBUTOR for goods due to the unavailability for sale of any of the goods.

Shipment: UCAN will ship orders, of $2,000.00 net or more, prepaid to DISTRIBUTOR by the most economical routing. All orders must be for single release to one destination.  All orders must be to authorized distributor’s warehouses only. Orders with a net value of less than $2,000 are FOB UCAN’s facility. In the event that UCAN has not received instructions, shipping shall be arranged by the most economical means available. DISTRIBUTOR shall pay all freight charges regardless of method of shipping. UCAN reserves the right to proceed with partial shipments of an order if DISTRIBUTOR’s purchase order does not specify otherwise. Unless otherwise agreed. products shall be packaged according to UCAN’s standards and practices. Charges for shipping may not reflect net transportation cost paid by the UCAN. DISTRIBUTOR must claim goods damaged in transit to the transport company. DISTRIBUTOR must fully report shortages to UCAN within S days of order receipt.

SPECIAL ORDERS: Orders for special sizes, non-stock products or unusually large quantities of stock items must be covered by a purchase order and are non-cancellable once accepted. Special order items are not returnable for credit under any circumstances.

RETURN GOODS: To be eligible for credit, returned merchandise must comply with these requirements: 1. The return must be authorized and a return number obtained from our head office prior to shipment The return number must be clearly marked on the outside of the shipment as well as on the probill. Transport must be prepaid unless otherwise authorized by our office. Please note that field sales staff cannot authorize returns.

2. Goods must be current price list items packed in original factory cartons, in good saleable condition, and purchased not more than six months previously. A Copy of the original purchase invoice and an order for merchandise of equivalent value must be supplied, before credit can be issued.

3. Chemical adhesive cartridges and capsules are not returnable.

4. Returned good$ are subject to a minimum 25% restocking charge and any necessary repacking costs. Credit: will be issued at the lower of purchase price or current price.

INDEMNITY: DISTRIBUTOR agrees to defend. indemnify and hold harmless UCAN from any and all losses, caused of action, claims. suits, sanctions, regulatory proceedings, liabilities, expenses, and responsibilities, of any nature, arising or that may arise in the future in any way pertaining to the products and services that are provided by the UCAN’ (the “Claims”). This indemnity and hold harmless obligation includes, but is not limited to, costs of court, attorneys’ fees. damages, expenses, and interest of any nature. Subject to DISTRIBUTOR’s approval, such approval not to be unreasonably withheld, UCAN reserves the right and is entitled to retain counsel of its’ own choosing lo represent UCAN in connection with any Claims. DISTRIBUTOR specifically agrees that the purpose of this provision is to ensure that UCAN shall never be liable to any person, entity or governmental unit for any sums of money including, but not limited to, attorneys’ fees, as a result of any alleged damages incurred, suffered, or to be incurred as a result of any assertion by any person, entity or governmental unit of any Claims or as a result of any action brought pertaining to or arising from any Claims. This indemnity and hold harmless obligation covers Claims caused in whole or part by the negligence of UCAN, whether sole, joint, concurrent or contributory.

USE OF UCAN’S MARKS: No licence is granted or implied by this Agreement for the use of UCAN’s trademarks, trade names and service marks (“Marks”). DISTRIBUTOR is expressly prohibited from conducting business under, registering, or otherwise using UCAN’s or UCAN’s affiliates Marks or any name or mark confusingly similar to UCAN’s or UCAN’s affiliates Marks. DISTRIBUTOR is expressly prohibited from registering any domain names containing UCAN’s or UCAN’s affiliates Marks or any name or mark confusingly similar to UCAN’s or UCAN’s affiliates Marks or URL.

DISCLAIMER OF WARRANTIES AND LIABILITY: UCAN accepts no responsibility in case of any damage, loss, or injury, direct. indirect, incidental or consequential that results from the use of, or the inability to use, the text and technical data contained in the current or any subsequent editions and/or versions of the price list, technical manual or any other UCAN publications. All recommendations or suggestions for use of UCAN products are made without guarantee. Furthermore, UCAN accepts no responsibility for the performance of its products since the conditions of use are not under its control. Goods proved to be defective will be replaced, but UCAN accepts no responsibility beyond the cost of the goods supplied. Furthermore, UCAN accepts no responsibility in case of damage that results from non-compliance with the manufacturer’s installation instructions, improper sizing of anchor fastening by customer, inadequate load bearing properties of anchoring base material, improper applications. or any other factor not brought to the prior attention of UCAN.

Except as provided in this clause, UCAN accepts no liability with respect to delay in delivery or any injury, damage or loss resulting from the use of its products.

Limitation of damages – UCAN will not be liable to DISTRIBUTOR for loss fur future sales, loss of profits or goodwill. loss of use or incidental, indirect, consequential or special damages. UCAN’s liability under this agreement, including its indemnification obligations, will not individually or in the aggregate exceed the amounts paid to UCAN by DISTRIBUTOR for the products giving rise to such liability.

EXCEPT FOR THE APPLICABLE LIMITED WARRANTY, UCAN MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED (INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT) CONCERNING ANY PRODUCT, AND ALL OTHER GUARANTEES, WARRANTJES, CONDITIONS AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, ARE EXCLUDED.