Terms & Conditions


  1. GOVERNING PROVISIONS.  Transchem Inc. (“Vendor”) is offering to provide the goods and/or services  (the “Goods”) to you (“Purchaser”) identified in the applicable contract, invoice, purchase order or other agreement incorporating the terms and conditions herein (“Purchase Order”), subject to the terms and conditions set forth herein. Purchaser may not modify, change, renounce or waive any term or condition hereof without Vendor’s express written consent. Vendor agrees to provide to Purchaser the Goods and Purchaser accepts the Goods only on the terms hereof. Vendor rejects any additional, different or varying terms proposed by Purchaser, unless an authorized officer of Vendor expressly assents to such terms in writing.
  2. ACCEPTANCE.  Purchaser shall be deemed to have made an unqualified acceptance hereof, and the terms and conditions herein, on the earliest to occur of the following (a) Vendor’s receipt of a copy hereof signed by Purchaser (with scanned or facsimile signatures treated as original signatures); (b) Purchaser’s payment of any amounts due under any Purchase Order; or (c) any other event constituting acceptance under applicable law. Written quotations from Vendor are void unless accepted within 10 days from date of issue. Other Vendor publications are maintained as sources of general information and are not quotations or offers to sell.
  3. CANCELLATION OR MODIFICATION.  Purchaser may not cancel or modify its order except upon terms accepted by Vendor in writing. In the event of any cancellation or modification, Purchaser shall compensate Vendor for all costs and damages resulting there from, including, but not limited to, out-of-pocket expenses and lost profits and the fees and charges incurred by Vendor.
  4. RETURNS.  No Goods may be returned to Vendor without its prior, written authorization and Goods may be returned only on the terms or conditions specified in such authorization. Returned Goods must be of current manufacture, unused, in resalable condition, manufactured in the last 12 months and securely packed to reach Vendor without damage. Any cost incurred by Vendor to put Goods in first class condition will be charged to Purchaser. All Goods returned to Vendor shall be subject to a 25% restocking charge.
  5. TAXES.  Purchaser is responsible and will reimburse Vendor for any tax (including sales, use, service, value added, goods and service, or harmonized taxes), duty, custom, inspection or testing fee or any other fee or charge imposed on, in connection with the transaction between Vendor and Purchaser in addition to the prices quoted or invoiced.
  6. DELIVERY. (a) Generally:  Title to all Goods supplied hereunder shall pass to Purchaser when delivered to the carrier and thereafter, except as otherwise specifically provided herein, all risk of loss and/or damage to any Goods ordered hereunder shall be borne by Purchaser.  Vendor expressly reserves the right to effect delivery of Goods ordered in any number of separate shipments.  Subject to Purchaser’s instructions as to carrier, delivery shall be effected using such modes of transport and such carriers as Vendor shall deem appropriate. (b) Delivery Dates:  All delivery dates are approximate. Delivery dates given by Vendor are based on prompt receipt of all necessary information regarding the order. Vendor will use reasonable efforts to meet such delivery dates, but does not guarantee to meet such dates. Failure by Vendor to meet any delivery date does not constitute a cause for cancellation and/or for damages of any kind. Time for delivery shall not be of the essence. (c) Delivery Delays:  Any delay in delivery due to causes beyond Vendor’s reasonable control, or due to any priorities or allocations necessitated by governmental orders or regulations, or due to any causes specified in the following sentence, shall extend the term of delivery by a period equal to the length of such delay.
  7. LIMITED WARRANTIES.  Vendor warrants, for a period of 12 months following delivery, that the Goods will, on the date of delivery to Purchaser, be free from defects in workmanship and materials and conform to the specifications published by Vendor.  There is NO WARRANTY in cases of damage in transit, negligence, abuse, abnormal usage, misuse, accidents, normal wear and tear, damage due to environmental or natural elements, failure to follow Vendor’s instructions or improper installation, storage or maintenance. As Purchaser’s sole and exclusive remedy under this Section, Vendor will at its expense replace any Products which do not conform to this warranty.  This warranty shall not apply to any Goods that are manufactured or produced by a third party and resold by Vendor, in such instances the applicable warranty, if any, shall be that of the original manufacturer and Purchaser’s sole recourse shall be to the original manufacturer’s warranty. Vendor will provide to Purchase copies of applicable original manufacturer warranties upon request.
  8. LIMITATIONS OF LIABILITY.  OTHER THAN AS SET OUT IN SECTION 7, VENDOR SHALL NOT BE LIABLE TO PURCHASER, OR TO ANYONE CLAIMING UNDER PURCHASER, FOR ANY OBLIGATIONS OR LIABILITIES, INCLUDING, BUT NOT LIMITED TO, OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORT OR ANY THEORY OF STRICT LIABILITY, WITH RESPECT TO THE USE OF THE GOODS. IN NO EVENT SHALL VENDOR BE LIABLE FOR LOST PROFITS OR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR OTHER DAMAGES. VENDOR‘S AGGREGATE LIABILITY WITH RESPECT TO A DEFECTIVE PRODUCT SHALL BE LIMITED TO THE MONIES PAID TO VENDOR FOR THAT DEFECTIVE PRODUCT.
  9. PURCHASER’S OBLIGATIONS.  Prior to using or permitting use of the Goods, Purchaser shall determine the suitability of the Goods for the intended use and under Purchaser’s operating conditions, and Purchaser shall assume all risk and liability whatsoever in connection therewith.
  10. DISCLAIMER OR LIMITATION OF OTHER WARRANTIES. OTHER THAN AS SET OUT IN SECTION 7, THE GOODS ARE SOLD “AS IS” AND THE VENDOR DISCLAIMS ALL OTHER EXPRESS, IMPLIED OR COLLATERAL WARRANTIES. FOR COMMERCIAL PRODUCTS, ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. FOR CONSUMER PRODUCTS, ALL WARRANTIES IMPLIED BY LAW, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY LIMITED TO THE PERIOD OF THE WARRANTY STATED ABOVE FOR THE RELEVANT PRODUCT.  Any oral or written description of the Goods is for the sole purpose of identifying the Goods and shall not be construed as an express warranty.
  11. GOVERNING LAW.  The laws of the Province of Ontario (the “Governing Jurisdiction”) shall govern the rights and obligations of Vendor and Purchaser hereunder and any disputes thereon. Neither these Terms and Conditions nor sales hereunder shall be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods. Any cause of action, claim, suit or demand by Purchaser or Vendor allegedly arising from or related to the terms hereof or the relationship of the parties shall be brought in a Court situated in the Governing Jurisdiction. Both parties hereby irrevocably admit themselves to and consent to the exclusive jurisdiction of said Court.
  12. MISCELLANEOUS.  Vendor reserves the right to correct clerical or similar errors relating to price or any other term shown herein. The failure of Vendor to insist, in any one or more instances, upon performance of any of the terms, covenants and conditions hereof shall not be construed as a waiver or relinquishment of any rights granted hereunder or the future performance of any such term, covenant or condition. The invalidity of any provision or clause hereof shall not affect the validity of any other provision or clause hereof.
  13. ENTIRE AGREEMENT.  This Purchase Order constitutes the entire agreement of the parties with respect to the subject matter hereof.