1.    ACCEPTANCE OF TERMS AND CONDITIONS

The purchase of any product (each, a “Product” and, collectively, the “Products”) or service (each, a “Service” and, collectively, the “Services”) sold by Gordon Russell Limited (“GRL”), is subject to these terms and conditions of sale (the “Terms of Sale”). By purchasing the Product or Service from GRL, you (referred to in these Terms of Sale as “you” or the “Customer”) will be deemed to have reviewed and accepted these Terms of Sale and agreed with GRL to be bound hereunder.

2.    PURCHASE AND SALE OF PRODUCTS

Orders and Pricing. Products and Services may be purchased by placing a purchase order with GRL. No purchase order will be deemed to have been accepted by GRL unless such acceptance is first confirmed by GRL in writing. GRL reserves the right to reject or cancel any order at its discretion.

GRL will only fulfil purchase orders it has accepted. Prior to shipment, prices for any Products or Services offered by GRL remain subject to change without notice, at GRL’s sole discretion, provided that the final price in effect on the date of shipment as stated in GRL’s invoice will apply. All quoted prices are exclusive of applicable taxes, duties, shipping, tariffs and handling charges unless otherwise stated.

All payments required or permitted to be made to GRL in connection with these Terms of Sale will be paid in the currency specified in the invoice rendered by GRL. GRL reserves the right to ship Products and perform Services prior to receipt of payment in full on a case by case basis, at its sole discretion. GRL’s fulfilment of a purchase order prior to receipt of payment in full shall in no event release the Customer from its obligation to pay to GRL all amounts set out on the invoice rendered by GRL for the purchase order. GRL’s fulfilment of a purchase order prior to receipt of payment in full shall in no event release the Customer from its obligation to pay to GRL all amounts set out on the invoice rendered by GRL for the purchase order.

Payment Method. GRL accepts payment for purchase orders with the following credit cards: Visa and MasterCard. Customers will be subject to the applicable transaction fees of their credit card provider when paying by credit card. GRL reserves the right to pre-authorize a customer’s credit card for the amount of the order placed, which may have an effect on the customers available credit line. GRL also accepts payment for Products and Services on account for Customers with established credit accounts with GRL. The Customer shall make all payments due for Products and Services in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.

Deposits.  GRL may require deposits for special order items, determined at its sole discretion. Deposits are non-refundable and shall apply to the final purchase price. In certain circumstances, GRL may require a deposit prior to the issuance of a purchase order, and in such case, the Customer agrees that the payment of their deposit constitutes a purchase order.

Interest on Unpaid Orders. The Customer shall pay all invoices according to the payment terms specified in the invoice rendered by GRL. For clarity, all invoices are payable within thirty (30) days of the date of the invoice unless otherwise agreed to in writing. An interest charge equal to 18% per year, compounded and calculated monthly not in advance on a 365 day year basis, both before and after default, maturity and judgment will be added to invoices outstanding beyond payment terms specified.

3.    SHIPPING AND DELIVERY

GRL will ship accepted purchase orders itemized and in a packing slip at the Customer’s sole cost and expense. GRL may fulfil purchase orders by shipping items in multiple phases of partial deliveries, and will be entitled to deliver orders in advance of the delivery schedule. Delivery times are approximate and are dependent upon prompt receipt by GRL of all information required in order to complete delivery.  The Customer shall have no claim for damages result from GRL failing to meet shipping deadlines.

All orders are subject to Product availability. Title and risk of loss for shipped items shall pass to the Customer at the origin shipment pick-up location at such time as the items are picked up by the carrier or freight consolidator.  
It is the sole responsibility of the Customer to carefully inspect the contents of any order promptly upon receipt of same. If any order delivered by GRL does not correspond to the specifications or quantities set out in the purchase order accepted by GRL, the Customer will notify GRL within seven (7) days of receipt of such order. If an order is delivered to the Customer in a damaged state, the Customer must report such damage to GRL within seven (7) days of receipt. GRL will not be responsible for any damage to a shipped item that is reported to GRL more than seven (7) days after it is delivered to the Customer.

4.    RETURNS, EXCHANGES AND CANCELLATIONS

GRL shall accept returns and process refunds in accordance with these Terms of Sale.

CUSTOM, ELECTRONIC, OR SPECIAL ORDER ITEMS ARE NON-REFUNDABLE.

All sales are final and no Product may be returned or any refund issued with respect to a purchase order except as provided in these Terms of Sale. The Customer acknowledges and agrees that the Customer will forfeit any deposit paid on Products that are returned or cancelled. A restocking fee of twenty-five percent (25%) of the purchase price for the Product, together with any shipping fees incurred by GRL in processing a return or exchange, will be charged by GRL on all returns or exchanges unless otherwise provided in these Terms of Sale.

If the Customer wishes to return, exchange or cancel a Product or Service, the Customer must notify GRL in writing and the return, exchange or cancellation may be subject to charges for work performed and materials ordered. For greater clarity, all returns and exchanges are subject to the following restrictions:

(a)    Shipping charges are not refundable;
(b)    Special order and discontinued items are not returnable;
(c)    Defective items are only returnable for like replacement; and
(d)    All items must be in original packaging and include all manuals and accessories. Any discrepancies could result in a delay or partial refund.

When returning a Product, all original packaging materials, manual and accessories must be included or an additional fee, at the discretion of GRL, will be applied. The Customer must return all items in accordance with the terms issued by GRL. Unless otherwise provided in these Terms of Sale, the Customer is responsible for all freight and shipping related charges. However, GRL may credit all reasonable and customary freight charges relevant to that item if the Product is damaged or defective, or if the wrong Product was shipped. The postal receipt must be included in the return package. Processing of returns may take 14-21 days. Refunds will be credited to the original purchasing credit card or the Customer’s account.

5.    WARRANTY

GRL does not provide any warranty for the Products. When you purchase any Product from GRL you are entitled to its manufacturer’s warranty against defective merchandise. The Customer agrees that any claims under warranty must be made in accordance with the manufacturer's warranty and its terms and procedures. Upon request, GRL will assist the Customer in processing warranty claims with the applicable manufacturer; however, GRL is not responsible for the outcome of such claims. No additional warranties, whether express or implied (including merchantability or fitness for a particular purpose), are made by GRL.

If, after inspection, you discover any defects in workmanship in relation to service work performed, including equipment repairs, GRL will have the option to repair, or replace the defective Product for a period of ninety (90) days from the date of the applicable invoice. This workmanship warranty covers labor-related defects arising from the service performed, provided the equipment has been used under normal operating conditions. This warranty does not cover faults caused by misuse, neglect, external damage, or parts not supplied by GRL. There are no other warranties expressed or implied, including, but not limited to, the implied warranties of merchantability and the fitness for a particular purpose beyond the terms of this limited warranty.

6.    LIMITATION OF LIABILITY

To the maximum extent permitted by law, GRL shall not be liable for any indirect, incidental, special, or consequential damages. The Customer’s total liability shall not exceed the purchase price paid by the Customer for the Product.

7.    DISCLAIMER, ACKNOWLEDGMENT OF RISK AND INDEMNITY

THE CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT IMPROPER ASSEMBLY, OPERATION, MAINTENANCE OR REPAIR OF THE PRODUCTS IS EXTREMELY DANGEROUS AND MAY CAUSE SEVERE PERSONAL INJURY, DEATH OR DAMAGE TO THE PRODUCT OR OTHER PROPERTY. IN ORDER TO AVOID UNDUE RISK, THE CUSTOMER SHALL ONLY PERMIT PERSONS TO OPERATE, MAINTAIN AND REPAIR THE PRODUCTS IN ACCORDANCE WITH THE INSTRUCTIONS, DIRECTIONS AND OPERATORS’ MANUELS SUPPLIED BY THE MANUFACTURER OR GRL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE PRODUCTS AND ANY SERVICES PROVIDED BY GRL IN CONNECTION WITH THE PRODUCTS OR THESE TERMS OF USE IS AT THE CUSTOMER’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH THE CUSTOMER.

The Customer agrees to indemnify and save harmless GRL, and each of its affiliates and their respective partners, directors, officers, employees, representatives, agents and contractors, and any person for whom any of the foregoing is responsible at law (each, an “Indemnified Party”), from and against all liabilities, claims, demands, actions, causes of action, damages, losses, costs and expenses (including legal fees on a solicitor and own client full indemnity basis) suffered or incurred by an Indemnified Party in connection with any civil, criminal or administrative action or proceeding to which any Indemnified Party is made a party by reason of or arising in connection with, directly or indirectly, any breach of these Terms of Sale or any improper operation, assembly, storage, maintenance or repair of the Products which, for greater certainty, will include any operation, assembly, storage, maintenance or repair of the Products that is inconsistent with the instructions, directions and operator’s manual provided by GRL for such equipment) by the Customer, or any of its directors, officers, employees, agents or contractors, or any person for whom any of the foregoing is responsible at law.

8.    LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, NEITHER GRL NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR ANY PERSON FOR WHOM ANY OF THE FOREGOING ARE RESPONSIBLE AT LAW, SHALL BE LIABLE TO THE CUSTOMER, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR ANY PERSON FOR WHOM ANY OF THE FOREGOING ARE RESPONSIBLE AT LAW, OR ANY OTHER OPERATOR OF THE PRODUCTS OR ANY OTHER PERSON, FOR PERSONAL INJURY, OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL LOSSES OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER, OR OTHER COSTS, CHARGES, PENALTIES OR LIQUIDATED DAMAGES, REGARDLESS OF WHETHER ARISING FROM OPERATION, STORAGE OR TRANSPORTATION OF THE PRODUCT (INCLUDING LABORATORY GRADE EQUIPMENT), BREACH OF CONTRACT (INCLUDING BREACH OF ANY TERM OF THIS AGREEMENT BY THE CUSTOMER), WARRANTY, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE PRINCIPLES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE COULD HAVE BEEN REASONABLY FORESEEN.

Notwithstanding any provision contained in these Terms of Sale or otherwise, GRL will not be liable with respect to the Products or Services under or in connection with any contract, claim for negligence, strict liability or other legal or equitable principles for (i) any amount in excess of the purchase price paid for the subject Products or Services, or (ii) loss of actual or anticipated profits (including loss of profits on contracts), loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation, business interruption or any other commercial damages or losses, and the cost of the installation or removal of any Products, the installation or replacement of replacement Products, and any inspection, testing, or redesign caused by any defect or by the repair or replacement of Products arising from a defect in any Product. For greater certainty, GRL will not be responsible for any labour or other costs, expenses or disbursements incurred by the Customer, or by any employee, agent, representative or other person engaged to act on the Customer’s behalf, arising from or in connection with the assembly, operation, maintenance, repair, replacement, or storage of the Products. The foregoing limitations apply even if GRL cannot or does not repair or replace any defective Product and the Customer’s exclusive remedy fails of its essential purpose.

9.    GENERAL

Force Majeure. Any delay or failure by GRL to perform its obligations under these Terms of Sale will be excused if, and to the extent, that the delay or failures caused by an event or occurrence beyond the reasonable control of GRL and without its fault or negligence, such as, by way of example and not by way of limitation, acts of terrorism, action by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, pandemic, wars, sabotage, labour problems (including lockouts, strikes and slowdowns), inability to obtain power, material, labour, equipment or transportation, or court injunction or order.

Assignment. The Customer is not entitled to transfer or assign its rights under these Terms of Sale to any other person. GRL may assign any of its rights or obligations under these Terms of Sale to any person it designates without notice to and without the consent of the Customer.

Severability. In the event any provision contained in these Terms of Sale is determined to be invalid, such invalidity will not affect the validity of the remaining portions of these Terms of Sale, and the parties will substitute for the invalid provision, the provision that most closely approximates the intent and economic effect of the invalid provision.

Choice of Law. These Terms of Sale and the performance of the covenants contained herein shall be governed by and construed in accordance with the laws of the Provinces of British Columbia and Alberta, and the federal laws of Canada applicable therein, without regard to any provision regarding conflict of laws.

Entire Agreement. The terms and conditions contained in these Terms of Sale supersede all prior or contemporaneous agreements, representations, warranties and understandings relating to the subject matter contained herein. No amendment to or modification of these Terms of Sale will be binding unless in writing and signed by GRL or a duly authorized representative of GRL. Any translation of these Terms of Sale is done for local requirements and in the event of a dispute between the English and the non-English version of these Terms of Sale, the English version will govern to the extent not prohibited by applicable law.