Second Hand Depot Company
1. Every sale and delivery by the Seller
is based on the following terms and constitutes the entire understanding
and Agreement between the Seller and "Buyer" (collectively
Prices and Delivery:
2. Prices agreed upon are exclusive of all
taxes and duties.
Unless otherwise agreed, the prices and delivery terms are not
included in the cost of Seller's usual packing. Any request
by the Buyer for delivery, or special or export packing will
be charged separately.
In stock-out situations, Seller shall make every reasonable
effort to meet quoted/acknowledged delivery dates, but shall
not be liable in any manner for failure to meet such dates.
3. Payment shall be made by Cashier Cheque or Money Order prier
to shipment or delivery of purchased products. Shipping cost
are not included in sold products prices and must be paid by
the buyer if shipping cost if applicable
4. The Products sold hereunder remain Seller's
property until full payment is effected to the Seller.
5. Seller's responsibility for the Products
stops and the risk passes on to the Buyer on delivery to Buyer,
his agent, carrier, transport company, mail or courier. The
Carrier, Transport Company and mailing and courier services
shall be deemed to be the agents of the Buyer and consequently
any expense, damage or loss occurring during transportation
has to be borne solely by the Buyer.
6. Products once sold will not be taken back
7. Except for individual written warranties
supplied with the Products, the Seller does not accept and will
not be liable for any warranties whether oral express or implied.
In particular no implied or statutory warranties of merchantability
or fitness for particular purpose shall apply.
Limitations of Liability:
8. The total liability of Seller, on any
claim, whether in contract, warranty, tort (including negligence
or patent infringement) or otherwise, arising out of, connected
with, or resulting from the performance or nonperformance of
any agreement resulting from the sale, delivery resale, repair,
replacement or use of any Product or the furnishing of any service,
shall not exceed the price allocable to the Product or service
which gives rise to the claim.
9. In no event, whether as a result of Product defect/malfunction,
breach of contract, warranty, tort (including negligence or
patent infringement) or otherwise, shall Seller be liable for
any special, consequential, incidental, indirect or exemplary
damages, including, but not limited to, loss of profit or revenues,
loss of use of the Products or any associated equipment, cost
of capital, cost of substitute goods, facilities, services or
replacement power downtime costs or claims of Buyer's customers
for such damages. If Buyer transfers title to, or leases the
Products or sold to, or otherwise permits or suffers use by,
any third party, Buyer shall obtain from such third party a
provision affording Seller the protection of the proceeding
10. If Seller furnishes Buyer with advice or other assistance
which concerns any Product supplied, or any system or equipment
in which any such Product may be installed, the furnishing of
such advice or assistance shall not subject Seller to any liability,
whether in contract, Warranty, tort, (including negligence or
patent infringement) or otherwise.
11. (i) The delegation or assignment by Buyer
of any or all of its duties or rights without Seller's prior
written consent shall be void,
(ii) Buyer shall not use or export or re-export any Products
or materials or information purchased/received from the Seller
(or any copies thereof) in violation of any applicable laws
or regulations of UAE, USA, Canada or the United Nations. Buyer
shall at all times comply with any applicable UAE, USA, Canada
or the United Nations or other laws and regulations related
to the use and export of the Products or materials or information.
(iii) The provisions of any agreement resulting hereafter are
for the benefit of the parties hereto and not for any other
person except as specifically provided herein.
(iv) Buyer may terminate an order only upon paying Seller its
termination charges determined in accordance with Seller's standard
accounting practices upon submission of Seller's invoices therefore.
Termination of an order shall not relieve either party of any
obligation arising out of work performed prior to termination.
(v) As used throughout this instrument, (i) the term Product
(or Products or goods) is defined to include all equipment,
materials, supplies, components, services, engineering and design,
in other words all work which Seller has supplied and/or contracted
(vi) The obligations of each party under this Agreement shall
be suspended during the period and to the extent that such party
is prevented or hindered from complying therewith by any cause
beyond its reasonable control.
(vii) The invalidity, in whole or in part of any Article or
Paragraph thereof shall not affect the validity of the remainder
of such Article or Paragraph or of any agreement resulting wherefrom.
(viii) The validity, performance and all matters relating to
the interpretation and effect of this Agreement and all disputes
and/or differences resulting therefrom and any amendment thereto
shall be governed by the laws of Canada.
12. All disputes arising in connection with
this contract shall be settled in the Court of Law. It is to
be governed by and construed under the laws of the Province
of Manitoba and Canada. The federal and provincial courts of
the Province of Manitoba shall have exclusive jurisdiction to
adjudicate any non-arbitrable dispute arising out of this agreement.
Client hereby expressly consents to (1) the jurisdiction of
the courts of Manitoba and (2) service of process being effective
upon it by registered mail sent to the address set forth at
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