Oxford Energy Solutions Inc/Oxford Refrigeration Inc Terms and Conditions of Sale
Pricing
Prices set forth in Oxford Energy/Refrigeration quotation/estimate shall remain firm for thirty (30) days unless specifically noted otherwise in the document. Within such period, the quotation/estimate shall convert into an order provided that all of the following have occurred:
- Buyer submits either a purchase order or a copy of Oxford Energy Solutions Inc/Oxford Refrigeration Inc's quotation displaying an authorized signature of Buyer within that thirty (30)-day period;
- Buyer provides a 30% deposit unless otherwise specificatlly stated in document and
- No holdback or retention payment permitted, unless agreed upon prior to order and specifically documented in quotation/estimate.
- All Pricing is in Canadian currency unless otherwise stipulated.
For all USD currency quotations final pricing is set based on the foreign exchange rate at time of signed agreement and/ or deposit received.
Payments
Terms of payment as per conditions set forth in estimate document provided to customer. If the Buyer shall fail to make any payments in accordance with the terms and conditions of sale, the Oxford Energy Solutions Inc/Oxford Refrigeration Inc, in addition
to its other rights and remedies but not in limitation thereof, may, at its option, without prior notice, cancel this order as to any undelivered products or defer shipments or deliveries hereunder, or under any other agreement between Buyer and Oxford Energy Solutions Inc/Oxford Refrigeration Inc, except upon Oxford
Energy Solutions Inc/Oxford Refrigeration Inc's receipt of cash before shipment or such security as Oxford Energy Solutions Inc/Oxford Refrigeration Inc considers satisfactory.
Oxford Energy Solutions Inc/Oxford Refrigeration Inc reserves the right to impose an interest charge (not exceeding the lawful maximum) on the balance of each invoice not paid on its due date for the period from the due date to the date of receipt of payment by Oxford Energy Solutions Inc/Oxford Refrigeration Inc . In the event Buyer's failure to make timely payments to Oxford Energy Solutions Inc/Oxford Refrigeration Inc results in Oxford Energy Solutions Inc/Oxford Refrigeration Inc incurring additional costs, including but not limited to collection expenses and attorneys' fees, said costs shall be added to the amount due Oxford Energy Solutions Inc/Oxford Refrigeration Inc from Buyer. Buyer shall have no right to any discount or retainage and shall not withhold payment as a set-off on Oxford Energy Solutions Inc/Oxford Refrigeration Inc 's invoice in any amount.
Taxes
Unless listed or stated otherwise on the quotation/estimate sheet, all prices include HST and is shown after the sub-total of all expences except the HST tax. The HST tax is included on the final Total.
Freight
All products are FOB. Deliveries shall be considered made when the products subject to this order are loaded on the carrier. At such time, title to the goods and all risk of loss, damage or shortage shall pass to Buyer, and any claims based thereon must be filed by Buyer with the carrier.
Force Majeure
Oxford Energy Solutions Inc/Oxford Refrigeration Inc shall under no circumstances be liable for any loss or damage resulting from delay or failure in the performance of its obligations under this contract to the extent that such performance is delayed or prevented by
fires, floods, war, terrorist activities, riots, strikes, freight embargoes or transportation delays, shortage of labor, inability to secure fuel, material, supplies or power at current prices, or on account of shortages thereof; acts of God or of the public enemy; any existing or future laws or acts of the federal, provincial or local government (including
specifically, but not exclusively, any orders, rules or regulations issued by any official or agency of any such government) affecting the conduct of Oxford Energy Solutions Inc/Oxford Refrigeration Inc 's business beyond the Oxford Energy Solutions Inc/Oxford Refrigeration Inc 's reasonable control.
Warranties
Oxford Energy Solutions Inc/Oxford Refrigeration Inc warrants that the equipment products sold under this contract shall be free from defects in material and workmanship for a period of twelve (12) months from the date of equipment
startup or fourteen (14) months from the date of shipment, whichever occurs first. Replacement parts provided by Oxford Energy Solutions Inc/Oxford Refrigeration Inc under its original equipment warranty obligations are warranted against defects in materials for a period of
twelve (12) months from date of shipment or until expiration of their original warranty, whichever is the first to occur.
- One year warranty reflects all parts from manufacturers defects and labour IF installed by Oxford Energy Solutions Inc. Otherwise a One year warranty will cover parts only as per manufacturers defect only.
- Two year warranty - 2nd year applies only to Copeland Scroll compressors and Oxford Sensori controllers, temperature sensors and transducers.
- Three year warranty - 3rd year same conditions as 2 year.
- Five year will have specific terms covered in estimate.
Parts purchased after expiration of the warranty on the original parts they replace are warranted against defects in materials for a period of twelve (12) months from date of shipment. Written notice of any defect shall be given to Oxford Energy Solutions Inc/Oxford Refrigeration Inc immediately upon discovery by Buyer, and shall fully describe the claimed defect.
Defective parts shall be repaired or replaced F.O.B. point of shipment, provided that inspection by Oxford Energy Solutions Inc/Oxford Refrigeration Inc verifies the claimed defect(s). This shall be Buyer's exclusive remedy. This warranty does not cover the costs of removing, shipping or reinstalling the equipment. Repairs made without the prior written approval of Oxford Energy Solutions Inc/Oxford Refrigeration Inc shall void all warranties covering material and workmanship. For any of the Equipment supplied under this Agreement which is manufactured by others, the Oxford Energy Solutions Inc/Oxford Refrigeration Inc gives no warranty and only the warranty, if any, given by the manufacturer shall apply.
Any descriptions of the OXFORD ENERGY SOLUTIONS INC., OXFORD REFRIGERATION INC. product(s) in the contract are for the sole purpose of identification and do not constitute a warranty. In the interest of product improvement, Oxford Energy Solutions Inc/Oxford Refrigeration Inc reserves the right to change specifications and product design without incurring any liability therefore. All other warranties, whether verbal or written, and all warranties implied by law, including any warranties of merchantability or fitness for a particular purpose, are hereby excluded.
Without limitation, the Oxford Energy Solutions Inc/Oxford Refrigeration Inc will not be liable for any damages including but not limited to; special, indirect or consequential damages, arising from the loss of profits, arising from any claims against the buyer by other parties and/or arising from equipment that has been altered by anyone other than the Oxford Energy Solutions Inc/Oxford Refrigeration Inc. Failure on the part of Buyer or of other parties to properly maintain the product(s) sold under this contract, or the operation of such product(s), by Buyer and/or other parties under conditions more severe than those for which such product(s) were designed, shall void all warranties covering materials and workmanship.
Oxford Energy Solutions Inc/Oxford Refrigeration Inc's warranties do not apply to defects in product(s) for which payment in full has not been received by Oxford Energy Solutions Inc/Oxford Refrigeration Inc, and said warranties do not cover normal wear and tear or the erosion, corrosion and/or deterioration of the product(s) from unusual causes. No warranties by Oxford Energy Solutions Inc/Oxford Refrigeration Inc shall apply to accessories manufactured by others, inasmuch as they are warranted separately by their respective manufacturers, except as stated above. Buyer assumes liability for and shall bear the costs of compliance with all laws, regulations, codes standards or ordinances applicable to the location, operation and maintenance of the product(s) sold under this contract.
Cancellation/Changes/Returns
Cancellation of or changes in any order by Buyer shall not be effective without Buyer's notice thereof received, agreed to, and confirmed in writing by Oxford Energy Solutions Inc/Oxford Refrigeration Inc.
If Oxford Energy Solutions Inc/Oxford Refrigeration Inc , in its absolute discretion, approves Buyer's cancellation of an order, Buyer agrees to pay a reasonable cancellation charge above and over the deposit fee. Oxford Energy Solutions Inc/Oxford Refrigeration Inc 's prior written consent must be obtained before Buyer returns any products, and when so returned will be subject to a handling charge and transportation costs payable by Buyer.
Liability/Indemnification
Oxford Energy Soluitons Inc/Oxford Refrigeration Inc shall not be liable for any damages caused by delay in delivery of the products.
Buyer shall hold harmless and indemnify Oxford Energy Solutions Inc/Oxford Refrigeration Inc from and against all liability, claims, losses, damages, and expenses (including attorneys' fees) for personal injury and property damage arising out of Buyer's improper unloading, handling, or use of the products subject to this order, and for Buyer's infringement of another's property rights. Oxford Energy Solutions Inc/Oxford Refrigeration Inc maximum liability from any cause whatsoever, whether in breach of contract, tort (including negligence), strict liability, or otherwise, shall not exceed the contract price. Neither Buyer nor Oxford Energy Solutions Inc/Oxford Refrigeration Inc shall in any event be liable to the other, whether such liability arises out of breach of contract, tort (including negligence), strict liability or any other cause or form of action, for any consequential, special, indirect or incidental damages, including but not limited to loss of actual or anticipated profits or loss of use arising out of this contract, other than such damages resulting from the willful misconduct of Buyer or Oxford Energy Solutions Inc/Oxford Refrigeration Inc . In no event shall the Oxford Energy Solutions Inc/Oxford Refrigeration Inc be liable for special, indirect or consequential damages, however caused.
The Buyer agrees to place and maintain any and all insurance considered necessary by the Buyer acting reasonably as a prudent owner or operator of the facility in which the Equipment is installed.
Government Authorizations
The Buyer shall ensure that it conforms with all legislation, rules, regulations and statutory requirements and obtains all necessary permissions and consents necessary for the full and legal operation
of this Agreement in the jurisdiction where delivery is made. The parties shall assist each other in every manner reasonably possible in securing such authorizations as may be required.
Export Transactions
Buyer shall comply with all applicable export laws and regulations of the Canadian Government, and shall hold harmless and indemnify from Oxford Energy Solutions Inc/Oxford Refrigeration Inc and against all liability, damages, and expenses (including attorneys' fees) incurred by Oxford Energy Solutions Inc/Oxford Refrigeration Inc
as a result of Buyer's violation of any Canadian Government export and/or international antiboycott laws or regulations.
Agreement of Sale
Buyer's order is accepted on the terms and conditions stated herein and Oxford Energy Solutions Inc/Oxford Refrigeration Inc acceptance of Buyer's order is expressly made conditional upon Buyer's assent to such terms and conditions, including any of Oxford Energy Solutions Inc/Oxford Refrigeration Inc
terms and conditions which may be additional to or different from those contained in Buyer's purchase order or otherwise.
Such assent shall be deemed to have been given unless written notice of objection to any such terms and conditions (including inconsistencies between Buyer's purchase order and this acceptance) is given by Buyer to Oxford Energy Solutions Inc/Oxford Refrigeration Inc promptly upon receipt of this acknowledgment. Any agreement or understanding, oral or written, which modifies or waives the terms and conditions herein (whether contained in Buyer's purchase order or other documentation) shall be deemed material and shall be rejected unless hereafter agreed to in writing and signed by Oxford Energy Solutions Inc/Oxford Refrigeration Inc authorized officer.
Waiver by Oxford Energy Solutions Inc/Oxford Refrigeration Inc of any breach or default hereunder shall not be deemed a waiver by Oxford Energy Solutions Inc/Oxford Refrigeration Inc of any other or subsequent breach or default which may thereafter occur. Neither the rights nor the obligations of either Buyer or Oxford Energy Solutions Inc/Oxford Refrigeration Inc are assignable without the prior written consent of the other party. This agreement of sale and all rights and obligations of Buyer and Oxford Energy Solutions Inc/Oxford Refrigeration Inc shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada.
No Modification or Reverse Engineering
Except as and to the extent expressly permitted herein, the Purchaser shall not, directly or indirectly:
- modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of the OXFORD LPP ™ or the SENSORI CONTROLS ™ products or associated software (together, the “Product”); or
- reverse engineer, disassemble, decompile, decode or adapt the Product, or otherwise attempt to derive or gain access to the source code thereof, in whole or in part, except as and only to the extent:
- this restriction is prohibited by applicable law, in which case the Purchaser may reverse engineer the Product: (A) solely for the purpose of obtaining such information as is necessary to achieve interoperability of independently created software with the Product, but only if the Purchaser has first requested such information from Oxford Energy and Oxford Energy has failed to make such information available under reasonable terms and conditions; or (B) to the limited extent permitted by directly applicable law; or
- with respect to open-source components included in the Product, to the limited extent permitted under the applicable open-source license.