Company Conditions & Policies
AltaSteel Conditions of Product Sale
TERMS AND CONDITIONS IN THE BUYER’S PURCHASE ORDER (IF ANY) SHALL HAVE NO APPLICATION WHATSOEVER TO ANY CONTRACT OR AGREEMENT BETWEEN THE PARTIES EXCEPT TO THE EXTENT THAT THE SELLER EXPRESSLY AGREES IN WRITING TO ANY OF SUCH PURCHASE ORDER CONDITIONS.
THESE CONDITIONS OF SALE ARE INCORPORATED INTO AND FORM A PART OF THE MASTER AGREEMENT BETWEEN THE PARTIES.
1. CAPITALIZED TERMS: Capitalized terms used but not otherwise defined in these Conditions of Sale shall have the respective meanings ascribed to such terms in the Master Agreement between the Parties.
2. PRICES: Unless otherwise agreed in writing by the Parties, prices shall be the Seller’s prices, transportation charges and all other applicable surcharges, including fuel surcharges, raw materials surcharges or any other surcharges prevailing at the date of shipment.
3. TERMS OF PAYMENT: Net 30 days from date of invoice unless otherwise stipulated in writing by the Seller. Interest will be charged on overdue accounts at the Bank of Canada bank rate plus 4%. Product will be invoiced upon delivery, unless agreed otherwise by the Parties.
4. CREDIT: Should the Buyer fail to fulfill the terms of payment under these Conditions of Sale or as otherwise agreed in writing by the Parties, the Seller may defer further shipments until such payments are made or may, at its option, cancel the unshipped balance without prejudice to any other rights which the Seller may have against the Buyer hereunder or at law or in equity. Shipments and deliveries shall at all times be subject to the approval by the Seller of the Buyer’s credit and the Seller reserves the right, even after partial shipment or partial payment on account of the agreement to require from the Buyer satisfactory security for the due performance of the Buyer’s obligations. Refusal to furnish such security will entitle the Seller to defer any further shipments until such security is furnished or to cancel the agreement or so much of it as remains unperformed without prejudice to any other rights which the Seller may have against the Buyer hereunder or at law or in equity.
5. GRANT OF SECURITY INTEREST: As continuing security for the payment and performance of its obligations in respect of any transactions and agreements in respect of the purchase and sale of Product made pursuant to the Master Agreement between the Parties, the Buyer hereby grants to and in favour of the Seller a continuing specific and fixed purchase money security interest (as such term is defined in the Personal Property Security Act (Alberta)) in the PMSI Collateral. “PMSI Collateral” means any Product that is supplied, sold or provided by the Seller to the Buyer or any value provided by the Seller to the Buyer for the purpose of enabling the Buyer to acquire rights in such Product, whether or not such Product constitutes inventory of the Buyer, and including all accretions, substitutions, replacements, additions and accessions thereto and all proceeds thereof.
6. TAXES: All prices are subject to the addition of any present or future, applicable sales, excise, use or other taxes or duties imposed by any governmental authority. All such taxes and duties, unless otherwise expressly stipulated, shall be added to and become a part of the price payable by the Buyer to the Seller.
7. TITLE AND RISK: Unless otherwise agreed in writing by the Parties, title in Product shall pass to the Buyer only upon the Seller receiving payment in full for such Product. All risk in Product shall pass to the Buyer upon delivery of the Product. Where delivery of Product is arranged by the Buyer, or where the Buyer collects the Product from the Seller’s plant, premises or place of business, the risk in the Product passes to the Buyer at the time the Product is collected from the Seller’s plant, premises or place of business.
8. DELIVERY DATES: Delivery dates are subject to change and are predicated on conditions existing at any particular time. The Seller shall exercise its best efforts to deliver within the particular timeframe quoted but does not guarantee to do so, and shall not be held responsible for any direct or indirect loss or damage of any kind or nature whatsoever caused by any delay in delivery irrespective of the cause of such delay.
9. FORCE MAJEURE: In the event of any delay in the Seller’s performance due to fires, strikes, labour disputes, war, civil commotion, epidemics, embargoes, floods, delays in transportation, shortage of cars, fuel or other materials, default or failure of carriers or contractors, shortage of labour, acts of God, acts, demands, requirements or requests of any state or government or to any other cause beyond the reasonable control of the Seller whether or not of a kind hereinbefore specified, notwithstanding that such cause is operative at the time of making the agreement, the Seller shall have such additional time within which to perform this agreement as may be reasonably necessary under the circumstances. Notwithstanding the foregoing, if performance of the agreement by the Seller is delayed for a period exceeding thirty days by any such cause, either Party shall at its option be relieved from further responsibility by providing written notice to the other Party, otherwise the time of delivery shall be extended as may be necessary to enable Seller to make delivery; provided that in respect of Product manufactured or in process of manufacture at the date of exercise of the option such relief from responsibility shall be subject to the consent of the Seller.
10. SELLER’S STANDARD PRACTICES AND TOLERANCES: Except to the extent otherwise agreed in writing by the Parties, all Product shall be delivered in accordance with the Seller and/or manufacturer’s standard practice and shall be subject to the normal tolerances, variations and limitations of dimension, weight, shape, composition, mechanical properties, structure, quality and service conditions consistent with practical testing and inspection methods. All orders shall be subject to the Seller’s regular practice concerning over and under shipment.
11. WARRANTY: The Seller warrants that all Product sold to the Buyer conforms to the specifications for the Product notified by the Seller in writing, but makes no warranty or representation that the Product sold is fit for any particular purpose. Except as explicitly provided for in these Conditions of Sale, all expressed or implied warranties, whether they be statutory or otherwise, and all representations or conditions as to the Product are expressly excluded.
12. BUYER’S REMEDIES: If any Product furnished to the Buyer shall fail to conform to the agreement between the Buyer and the Seller, the Buyer shall give prompt written notification thereof to the Seller. Such non-conforming Product shall be held for the inspection of the Seller and the liability of the Seller in respect thereof shall be limited to the replacement of such Product subject to the return of such Product or, at the discretion of the Seller, to a return of the sale price less the salvage of scrap value thereof. The Seller shall in no event be liable for the cost of any value added to any non-conforming Product or for any special, direct, indirect or consequential damages by reason of the fact that any such Product shall have been non-conforming.
13. WAIVER: No waiver of any of the provisions of the Master Agreement or these Conditions of Sale shall be deemed to constitute a waiver of any other provision, nor shall such waiver be binding unless executed in writing by the Party to be bound by the waiver. No failure or delay by any Party in exercising any right, power or privilege hereunder or thereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege of such Party.
14. CONSEQUENTIAL DAMAGES AND OTHER LIABILITIES: Neither Party to the agreement shall be liable for indirect or consequential damages, including loss of revenue, cost of capital, loss of business opportunity, loss of profit, loss of reputation or for any damages arising from the Buyer’s usage of the Product.
Subject to the foregoing paragraph, the Seller’s liability to the Buyer (and any party claiming through the Buyer against the Seller) for any claim for loss or damages (including legal expenses) made in connection with the Product or this agreement between the Parties, in contract, tort (including negligence), under statute, in equity or otherwise is as follows:(i) if the Seller is in breach of this agreement, the Seller’s liability is strictly limited to:
(A) for goods, products or materials, the cost of replacement of the defective product as soon as reasonably practicable, or the repair of the defective product or the repayment (or allowance) of the invoice price of the defective product at the option of the Seller;
(B) for services, to the provision of the services again or payment of the cost of having the relevant services provided again at the option of the Seller;
(ii) the Seller’s liability for breach of this agreement does not extend beyond the defective product to any other products that are supplied in connection with this agreement or otherwise;
(iii) where loss or damage is not covered by paragraphs (i) or (ii) above, the Seller is not liable to the Buyer under statute, in equity or in tort (including negligence or otherwise) for any loss or damage to person or property arising from or caused in any way by the Product;
15. CANCELLATION: Orders will not be subject to cancellation or modification, either in whole or in part, without the Seller’s written consent.
16. BRIBERY AND CORRUPTION: Each of the Parties acknowledges that bribery and corruption are strictly prohibited under the Applicable Laws. Each Party warrants that it will comply with, and will ensure that its employees, contractors and other agents comply with, all of the provisions of the Applicable Laws in connection with the conduct of the Party and its business and with the terms of any policy of the Seller notified to the Buyer regarding compliance with the Applicable Laws. For the purposes of this clause, “Applicable Laws” means any law applicable to the Seller, the Buyer or the activities described in this agreement that relates to the prohibition of bribery or corruption including, but not limited to, the United States Foreign Corrupt Practices Act (FCPA), the United Kingdom Bribery Act 2010 (Bribery Act), the Australian Criminal Code Act 1995 (Criminal Code) and equivalent laws applying in Canada, including the Province of Alberta.
17. ENTIRE AGREEMENT: No terms or conditions, other than those stated in the Master Agreement between the Parties, any Order Acknowledgment or these Conditions of Sale, and no agreement or understanding, oral or written, purporting to modify these Conditions of Sale whether contained in the Buyer’s purchase order or elsewhere, shall be binding on the Seller unless made in writing and accepted in writing by the Seller.
UNLESS OTHERWISE AGREED IN WRITING BY THE PARTIES, ALL QUOTATIONS ARE SUBJECT TO CHANGE WITHOUT NOTICE. ORDERS ARE SUBJECT TO THE MASTER AGREEMENT BETWEEN THE PARTIES AND THESE CONDITIONS OF SALE AND ARE ACCEPTED AT SELLER’S PRICES AND THE TRANSPORTATION CHARGES PREVAILING AT DATE OF SHIPMENT.
Conditions of Purchase Order
1. ACCEPTANCE: The written acceptance by Seller of this purchase order or the commencement of any work or the performance of any services or delivery of any goods hereunder by Seller shall constitute acceptance by Seller of this purchase order and of all of its terms and conditions, and that such acceptance is expressly limited to such terms and conditions.
2. PRICE: Seller warrants that the prices herein provided are not higher than the lowest prices at which Seller is selling or offering to sell like materials. If, on or before the date of delivery of any materials or goods ordered hereunder, Seller shall sell or offer to sell the same or like materials/goods at net prices lower than herein provided, Seller agrees to give Purchaser the benefit of such lower prices with respect to any undelivered materials.
3. PACKING, MARKING & SHIPPING:
(a) All items shall be properly packed, marked, and shipped in accordance with the requirements of the common carrier transporting such items and of this purchaser order and in a manner, which will permit the securing of the lowest transportation rates.
(b) Unless otherwise provided in this purchase order, Seller shall make no charge for containers, crating, boxing, bonding, dunnage, drayage, or storage. If shipment is not forwarded as per the instructions of the Buyer, the difference in cost will be charged to the Seller. Each Packing Slip, Bill of Lading, and invoice shall bear our applicable purchase order number. If shipment has multiple pieces, the slip shall be included in one of the packages which shall be marked “Packing Slip Inside.”
4. INSPECTION: It is agreed that the Buyer shall have the right to inspect the goods upon arrival prior to payment without regard to the manner of shipment of any shipping or price terms contained in this agreement. It is agreed that defective, damaged and nonconforming goods shall be returned for credit or refund at Seller’s expense, notwithstanding prior payment by Buyer.
5. DELIVERY: Time is of the essence of this contract, and if delivery of items or rendering of services is not completed by the time promised, Buyer reserves the right, without liability, in addition to its other rights and remedies, to terminate this contract by notice effective when received by Seller as to stated items not yet shipped or services not yet rendered, and to purchase substitute items or services elsewhere and charge Seller with any loss incurred.
6. TITLE AND RISK OF LOSS: Unless otherwise stipulated herein, title to products shall pass upon delivery at f.o.b. point shown on front on this purchase order.
(a) Buyer may at any time, by written change order, make changes in (1) the quantity, and/or specifications applicable to the goods and/or services covered by this purchase order, (2) the method of shipment and packing, and/or (3) the place of delivery. (b) If any such changes affect the time for performance, the cost of manufacturing such items or the cost of furnishing such services, Buyer shall make an equitable adjustment in the purchase price or the delivery schedule, or both.
(c) Seller shall not make any changes in the design or composition of any goods ordered hereunder without the prior written approval of Buyer.
8. CANCELLATION/TERMINATION: Buyer may cancel this order or any portion thereof by written notice to the Seller, in the event of such cancellation, Buyer’s total liability to Seller shall be limited to Seller’s then unpaid out of pocket expenses actually incurred by Seller with respect to such goods to the date of notice of termination.
9. PAYMENT: Invoice payment will be determined from the date of receipt of material or a correct copy of the invoice, whichever is later. Cash discount period to Purchaser will date from the receipt of the invoice and not from the date of the invoice. All invoices and supporting documents, shall be sent to firstname.lastname@example.org.
10. REMEDIES: The individual rights and remedies reserved herein shall be cumulative and additional to any other or further remedies or damages provided in law or equity. No waiver of any breach of any provision of this purchase order shall constitute waiver of any other breach, or of such provision.
11. WARRANTY: Seller warrants that the goods covered by this purchase order will conform to: (i) applicable federal and provincial laws and regulations, (ii) the specifications, drawings, samples, or other description furnished or specified by Buyer, and (iii) will be fit and sufficient for the purpose intended, merchantable, of good material and workmanship, and free from defect. The warranties and remedies provided herein shall be in addition to these implied by or available at law and shall exist notwithstanding the acceptance by Buyer of all or part of the terms with respect to which such warranties and remedies are applicable.
12. INDEMNIFICATION: Seller agrees to indemnify and hold Buyer and Buyer’s agents, customers and other parties with which Buyer deals, harmless from and against any all liability, loss, damage, injury, fine, penalty, claim, action, proceeding, judgment, cost and expense, including cost and expense, including reasonable solicitor fees to the extent not prohibited by law arising out of, caused, brought about, or in any way relating to the items or services furnished or performed by Seller pursuant to this purchase order or Seller’s breach of or failure to perform or comply with the terms, conditions, covenants and warranties contained in or arising under this purchase order. Seller further agrees, upon request by Buyer and at Seller’s sole expense, to defend or assist in the defense of any third party claim, action or other proceeding.
13. PATENTS: The Seller warrants that the use or sale of the Goods by the Buyer will not infringe upon any rights of patent, trademark, or process of manufacture.
14. APPLICABLE LAW: This purchase order shall be construed to be executed and performed in accordance with the law of the Province of Alberta and the law of the Province of Alberta shall govern its interpretation and enforcement. All litigation arising hereunder shall be commenced and prosecuted in Edmonton, Alberta.
15. ENTIRE AGREEMENT: This purchase order, including all items incorporated herein by reference, contains the complete and final agreement between Buyer and Seller and no agreement or other understanding in any way purported to modify the terms and conditions thereof shall be binding upon Buyer unless otherwise agreed to by Buyer in writing on or subsequent to the date of this order.
For the purpose of this statement ALTASTEEL will be known as “THE OWNER”.
We may change these Terms any time. By using the Site after a change, you agree to follow and be bound by the Terms as changed.
You should assume everything you see, hear, or otherwise receive from or on the Site (the Contents) is copyright, trademark, trade dress or other intellectual property owned and/or licensed by THE OWNER. The Contents include images, illustrations, designs, icons, photographs, trademarks, logos, text, software, sounds, music, the Site as a whole and any other materials at the Site.
You may use or download the Contents solely for your personal, noncommercial purposes, provided you keep all copyright and other proprietary notices with them. No other type of use is permitted. Downloading or copying Content does not transfer any right, title or interest in any Content to you. The downloading or export of software or technical data from this Site to any jurisdiction in violation of Canadian export laws is strictly prohibited.
User Comments and Submissions
You promise that no information or material you transmit to THE OWNER, will violate anyone else’s right, including copyright, trademark, privacy or other rights. You may not transmit any information that is or contains threatening, libelous, defamatory, scandalous, inflammatory, pornographic, profane or otherwise unlawful, abusive or obscene material. You shall be solely responsible for the content of any Comments you make. THE OWNER is not responsible or liable for the content of information that others post at or transmit to the Site, for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography or profanity contained in any such information, or for the conduct of any Site user.
Service displayed on the Site can be delivered in Canada and the United States. Prices are valid and effective only in Canadian and American currency.
Links to Other Sites
If you have any concerns regarding any outside site linked to or from the site, please direct them to the owner or operator of the site. THE OWNER is not responsible for any outside sites, services or other materials linked to or from the Site, and disclaims all liability for any injury you may experience by using such materials.
Your use of the Site is at your own risk. THE OWNER PROVIDES THIS SITE, ALL CONTENTS, AND ALL SERVICES OFFERED THROUGH OR FROM THE SITE AS IS WITHOUT EXPRESS OR IMPLIED WARRANTY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. Some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. THE OWNER also does not warrant that your use of the Site, the operation or function of the Site, or any services offered through or from the Site, will be uninterrupted or error free, that defects will be corrected, or that this Site or its server are free of viruses or other harmful elements.
THE OWNER does not make any representations regarding the currency, accuracy or reliability of information on this Site. THE OWNER SHALL NOT BE LIABLE FOR ANY DAMAGES RELATED TO YOUR USE OF OR INABILITY TO USE THIS SITE, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOSS OF OR DAMAGE TO PROPERTY.
If you are dissatisfied with the Site, any of its Contents, or any of these Terms, we would like to hear from you. You may contact us at email@example.com. However, your sole and exclusive legal remedy is to stop using the Site.
You agree to defend, indemnify and hold THE OWNER harmless from and against any claims, damages, costs and expenses, including attorney’s fees, arising from or related to your use of the Site or your violation of any of these Terms and Conditions.
Unless otherwise specified, THE OWNER displays this Site and the Contents solely to market and promote THE OWNER services in Canada and United States. THE OWNER controls and operates this Site from its offices in Edmonton, Alberta Canada.
These Terms shall be construed according to Canadian Law, without regard to conflicts of laws. Any dispute arising under or relating to these Terms, the Contents, the use of the Site, or products or services purchased using this Site, shall be resolved exclusively by the provincial courts of Alberta, Canada. Your use of the Site constitutes your consent to the jurisdiction and venue of said courts with respect to any such dispute.
These Terms are the entire agreement between you and THE OWNER relating to the Site or its Contents. Any other agreements between you and THE OWNER are superseded and have no force or effect.
If THE OWNER believes you have failed to comply with these Terms, or for any other or no reason, THE OWNER, may deny you access to the Site immediately without notice. The restrictions, including restrictions with respect to the Content, disclaimers and liability limitations in these Terms shall continue to apply. Upon denial of access, you must promptly destroy all Content downloaded or obtained from this Site, as well as all copies of Content.
Delivery of Services:
THE OWNER working policy is to advise you in advance of any cost or service before attempting to do the service. THE OWNER will: Send you a clear list of deliverables. You will approve the work/maintenance. Once the deliverables are complete you will sign off on the completion. We will send you an invoice.
Informing you about:
The types of personal information THE OWNER collects about you through its Web sites; How it collects that information; The general purposes for which it collects such information; The types of organizations to which it discloses the information; The choices and means by which individuals may limit its use and disclosure. Empowering you to choose: Whether and how certain personal information you provide is used (where such use is unrelated to the uses for which you originally disclosed it); and Whether the manner in which a third party uses certain personal information you provide (where such use is unrelated to the uses for which you originally disclosed it).
Assuring you that THE OWNER:
Takes reasonable precautions to protect personal information from loss, misuse, unauthorized access, disclosure, alteration or destruction; Implements reasonable policies and procedures to ensure that personal information is kept only for the purposes for which it has been gathered; Uses reasonable measures to ensure that we have accurately and completely recorded the personal information you have provided; and Provides you reasonable access to your personal information as well as procedures for correcting or modifying that information where appropriate. Ensuring accountability to individuals who believe that THE OWNER has not complied with these privacy principles.
Getting to Know Our Customers:
THE OWNER is in the business of putting people in touch with other people. That requires more than simply offering innovative technical services. It also requires that we understand you, our customer, and your needs.
We get to know you primarily through the information you provide to us when signing up for, or using, one or more of our services. The information you provide ranges from basic contact information to payment information, to the technical coordinates of your host servers. All of the information we request from you when purchasing our services is obligatory unless otherwise noted on the relevant form. When you purchase our services, you agree to provide and maintain accurate, complete, and updated information.
After you have signed up for our services, we may be in communication with you about your account, technical questions you may have about services provided by us, or any other matter relating to those services. Those communications are essential to our relationship with you and to our ability to provide you with quality services that are responsive to your needs. At the same time, those communications give us helpful insights about you, your preferences, and the ways in which we might improve our services. We therefore may maintain this information for future use.
For operational and quality assurance purposes, we take note of whether and how you use the information and services that we provide, such as by recording site traffic patterns and by maintaining log files of users' access to site files.
The information we receive from or about you is stored on systems designed to prevent the loss, misuse, unauthorized access, disclosure, alteration, or destruction of that information. We also encrypt your transmission of sensitive information to us (e.g., credit card numbers, account passwords, etc.) in the interest of heightened privacy protection and information integrity. Transactions within our account manager and purchase flows use Secure Sockets Layer (SSL) encryption when transmitting data from your connection to our systems. You may click the lock icon within your web browser to verify the authenticity of any of our SSL certificates.
Our Accountability to You:
Only THE OWNER’S employees that have a legitimate business purpose for accessing and handling personal information obtained by us are given authorization to do so. The unauthorized access or use of such information by THE OWNER employee is prohibited and constitutes grounds for disciplinary action.
Additionally, our information management systems are configured in such a way as to block or inhibit employees from accessing information that they have no authority to access. The Accountability of THE OWNER Agents and Business Partners, Our trusted vendors and business partners are responsible for processing or handling some of the information that we receive. These vendors and business partners are not authorized to use such information for purposes beyond those specified by us and are required to preserve the confidentiality with which we treat such information.
9401 -34 Street