GFW Technologies Inc Standard Terms & Conditions of Sale

Contract: These Standard Terms and Conditions of Sale (these “Terms and Conditions”) shall govern the sale by GFW Technologies Inc. (the “Seller”) to the purchaser (the “Buyer”), of the goods (the “Goods”) specified in the purchase order, quotation, proposal or other documentation to which these Terms and Conditions are attached (the “Transaction”). Unless expressly agreed to in a signed writing by Seller making direct reference to these Terms and Conditions, the Transaction shall be governed by these Terms and Conditions, which shall take precedence over all other documents relating to the Transaction. The Buyer’s agreement to proceed with the Transaction following receipt of these Terms and Conditions shall be conclusive evidence of Buyer’s acceptance of these Terms and Conditions, whether or not Buyer submits its own terms and conditions as part of such acceptance or otherwise as part of the Transactio

Warranty: Seller warrants that the Goods will conform to applicable written specifications for a period of 12 months from the date of shipment. Seller’s warranty specifically excludes normal wear and tear, misuse, improper installation, maintenance or any modification or attempted repair of the goods made by Buyer or any third party. Seller’s sole obligation in the event of a breach of warranty shall be to repair or replace the defective Goods, as determined by Seller. Seller shall not be liable for any direct or indirect costs of uninstallation or reinstallation associated with the repair or replacement of the defective Goods. The foregoing warranty is the sole and exclusive warranty given by Seller and is in lieu of and excludes all other warranties, guarantees, or representations, express or implied. The Seller makes no warranty of merchantability or of fitness for a particular purpose.

Insurance: Throughout the performance of the Transaction Seller shall carry commercial general liability insurance with a maximum limit of $1,000,000 per occurrence and in the aggregate. Buyer shall not be made an additional insured under such policy nor shall Buyer and its insurers be granted a waiver of subrogation.

Limitation of Liability: Notwithstanding anything else to the contrary in these Terms and Conditions or elsewhere, Seller shall not be liable for any indirect, consequential, incidental, special, punitive, exemplary or liquidated damages, and the total and cumulative liability of Seller and its insurers however arising from the Transaction shall not in any case exceed (i) for any claims relating to an insurable event to which the policy set out in Paragraph 4 responds, the amount actually recovered under such policy, up to the specified policy limit set out in Paragraph 4, or (ii) for all claims which do not relate to an insurable event, the price paid by Buyer for the Goods to which such claims relate. The Buyer shall indemnify and hold Seller harmless for any liability in excess of the limits describe above. These limitations shall apply whether the liability is based in contract, tort, strict liability, warranty or any other theory.

Waiver/Severability: Waiver by Seller of any of these Terms and Conditions shall not constitute a waiver of any other of these Terms and Conditions. If any provision of these Terms and Conditions is held to be void or unenforceable such provision shall be severed here from and the remainder of this Agreement shall remain operative and binding on the parties.

Governing Laws: The Transaction and these Terms and Conditions shall be governed by the laws of the Province of Ontario.

COVID-19 ​"Notwithstanding any applicable terms and conditions to this quote, due to the Covid-19 pandemic, we can not guarantee price, delivery date or performance during this period. Performance of this quote will be made on a reasonable efforts basis only.  As a result, we disclaim, reject, and shall not be responsible for any damages suffered by you in regards to late delivery, price increases or overall performance and specifically reject liquidated damages claimed on any order"