GENERAL
The following terms and conditions shall serve as the sole, complete, and exclusive agreement between Maple-Didac Enterprises ("Seller") and Buyer and may only be altered or waived through a written agreement signed by an authorized representative of the Seller. Any other terms, conditions, warranties, acceptances, or communications between the Seller and Buyer that conflict with these terms and conditions shall be considered null and void.
ACCEPTANCE
All sales are expressly subject to the terms and conditions outlined herein and are contingent upon the Buyer's acceptance of these terms. The terms and conditions set forth in this agreement will take precedence, and any additional terms or conditions included in any acknowledgment, purchase order, or acceptance document provided by the Buyer are hereby rejected. No modification of these terms and conditions will be effective unless agreed to in writing and signed by an officer or other authorized representative of the Seller.
DELIVERY
All orders are shipped FOB the Seller's shipping point. Unless otherwise specified, orders will be shipped via the most economical and efficient method available. Shipping charges will be added to the invoice. If stock is not available at the time of shipment, the backordered item(s) will be shipped and invoiced separately unless otherwise notified.
PRICES
Prices and product descriptions are subject to change without notice. Any taxes imposed by any governmental authority on the transaction between the Seller and Buyer will be the responsibility of the Buyer, in addition to the quoted or invoiced prices. Alternatively, the Buyer may provide the Seller with an exemption certificate or other acceptable documentation at the time of order to avoid such tax charges.
RETURNS
Upon receiving your order, please inspect it carefully. If any materials are missing or damaged, contact us immediately. Certain materials are non-returnable, including, but not limited to, special-order items and opened materials. Returns will not be accepted without prior authorization. If a return is necessary, please contact the Seller's Customer Service Department to obtain a return authorization (RMA). Requests for RMA's must be made within 30 days of the Buyer receiving the materials. Only items authorized by the Seller for return will be accepted. Returned goods will be inspected, and the final decision on their disposition will be made after receipt. Collect shipments will be refused. Returned items must be received within 60 days of purchase. A 20% restocking fee will be charged on all returns unless the return is a result of an error made by the Seller. The Buyer is responsible for the return freight costs.
TERMS OF PAYMENT
Terms of sale are Net 30 days from the date of invoice (for established accounts). For new accounts, prepayment is required with first order. The Buyer agrees to cover all costs associated with the collection of any overdue amounts. Delinquent accounts will incur a service charge of two percent (2%) per month on past due balances. When a credit card is used to pay an overdue balance, a processing fee of 3% will be added to the amount charged at the time of payment.
FORCE MAJEURE
The Seller shall not be held liable for failure to perform under this agreement if such failure is due to any event beyond its reasonable control, including, but not limited to, acts of God, war, fire, adverse weather, accidents, labor disputes or shortages, civil unrest, plant shutdowns, equipment failure, or voluntary or involuntary compliance with any applicable governmental regulation or order. The Seller shall also not be liable for failure to perform due to shortages or an inability to obtain raw materials, equipment, or transportation on terms deemed economically or commercially reasonable by the Seller. Any quantities that cannot be delivered or accepted due to such contingencies shall be excluded from the contract. In the event of a shortage or inability to supply the contracted quantity of products, whether caused by the above circumstances or otherwise, the Seller may allocate available products among its customers in a manner that the Seller deems fair and reasonable.
WARRANTY
The Seller makes no representations or warranties of any kind, whether express or implied, regarding its products, whether used alone or in conjunction with any other products. The Seller's sole and exclusive liability, and the Buyer's exclusive remedy, for any products that are proven to be defective or nonconforming to the Seller's satisfaction, shall be the replacement of the products at no charge or a refund of the purchase price, at the Seller's discretion, upon the return of such products in accordance with the Seller's instructions. Under no circumstances shall the Seller be liable for incidental, consequential, or special damages arising from the use or failure of the products. All claims must be made within one (1) year from the date of shipment, regardless of the nature of the claim. The Seller does not warrant that the Buyer's use of a product will not infringe on any patents in Canada or any other jurisdiction.
LIMITATION OF LIABILITY
The Buyer's exclusive remedy and the Seller's exclusive liability under this contract or otherwise (including negligence) shall be limited to damages that, in no event, exceed the purchase price applicable to the portion of the specific shipment for which the damages are claimed. Under no circumstances shall the Seller be liable to the Buyer for any incidental or consequential damages arising from this contract or the product sold herein. The Buyer assumes all risks and liabilities related to the handling, sale, and use of the product, as well as compliance with all federal, provincial, and local laws and regulations applicable to the product. The Seller assumes no liability in these regards.
CANCELATION OR CHANGE
Cancellation or modification of an order may only occur through mutual written agreement, signed by an authorized representative of the Seller.
PARTIAL INVALIDITY
If any provision or portion of these terms and conditions is held invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the remaining provisions. These terms and conditions shall be interpreted as if the invalid or unenforceable provision had never been included. Section headings are for reference purposes only and shall not influence the interpretation or construction of these terms and conditions
WAIVER
A waiver by the Seller or Buyer of any breach of these provisions shall not be interpreted as a waiver of any subsequent breach of any other provision contained herein.
GOVERNING LAW
This Agreement is made in accordance with, and shall be exclusively governed and enforced under, the internal laws of the Province of Alberta (and Canadian federal law, where applicable), without regard to any conflicting principles of law.
USE
The information provided on our website and in product catalogs has been sourced from generally reliable and dependable sources and is accurate to the best of the Seller's knowledge. However, the Seller does not guarantee the accuracy of this information. Products are intended for laboratory use ONLY, and the Buyer represents and warrants that the products will not be used for any other purpose or for any purpose that violates any applicable laws and regulations.