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TERMS AND CONDITIONS TO SALES ORDERS
1. INTERPRETATION
1.1.
All references to “we”, “us” or “our” herein mean Diversitech Equipment and Sales (1984) Ltd.
1.2.
All references to “you” or “your” herein mean:
(a) the “Customer” referred to herein and in the Sales Order joining these presents (such Sales Order together with any amendments, supplements and
additional agreements related thereto and all annexes and schedules in respect thereof, collectively the “Sales Order”); and
(b) any affiliates and any party related, whether directly or indirectly, to such “Customer”.
2.
LIMITED WARRANTY AND LIABILITY
2.1.
All units and equipment sold by us to you (collectively “Units”) pursuant to the Sales Order are warranted to be free from defects in material for a period of 2
years from the date of purchase (the “Warranty Period”).
2.2.
We expressly exclude all warranties whatsoever, other than those included at Section hereof, express or implied, legal or conventional, including, without limitation,
any and all warranties of quality, merchantability and fitness for a particular purpose.
2.3.
We will repair or replace, at our discretion, any defective parts that fail during the Warranty Period. The client will be responsible to return defective parts to the
manufacturer’s plant with freight prepaid. This warranty is limited to replacement parts ONLY, subject to on-site or in- house evaluation of defective materials and
does not apply to any personal liability or property loss that occurs due to the use or installation of this equipment.
2.4.
During the Warranty Period, prior to any warranty work being effected, any such work must be pre-approved by us by sending a request to us at service@diversitech.ca
in the prescribed warranty claim form available on our website at •. All such work must be completed by us or a party expressly authorized by us. We may charge
you any costs, expenses and disbursements incurred by us to effect such work, the whole in our entire discretion.
2.5.
In the event that you direct a third-party to complete any service or warranty work during the Warranty Period and:
(a) the authorization and approval pursuant to Section
2.4
hereof has been received but such third-party has not been expressly authorized by us to complete
such work; or
(b) the authorization and approval has not been received pursuant to Section
2.4
hereof, then any costs, expenses and disbursements of such third-party for
such work shall be borne entirely by you.
2.6.
Any repair, rework or modifications of any sort, including, without limitation, modifications to software, hardware and components, not authorized by us or completed
by anyone other than us, or a party authorized by us, will void the warranty set forth at Section
2.2
hereof.
2.7.
To the extent that any Units are integrated with any products, equipment, units, connections and/or systems of a third-party (“Third-Party Products”), we hereby
expressly exclude all of the following warranties, express or implied, namely:
(a) warranty against defects of any kind (latent or apparent), fitness for purpose, merchantability or functionality to the extent of any such Third-Party Products; and
(b) any warranty against any defects or problems of any kind, whether latent or apparent, in respect of Units or a Third-Party Product, caused or arising
directly or indirectly as a result of the integration with or use of Units in connection with any Third-Party Product.
2.8.
You hereby expressly waive and renounce to any and all claims against us relating to loss of profits, loss of business or goodwill, interruption of business and
all indirect, special, incidental or consequential damages of any kind whether arising from or in connection with the Sales Order or from the use of Units,
however caused, and whether in the nature of breach of obligations, breach of warranty, repudiation of contract, tort, negligence (save in the event of gross negligence
or intentional fault) or otherwise. Accordingly, save in the event of gross negligence or intentional fault, we shall have no liability whatsoever towards you under
these presents or the Sales Order for any losses or damages, direct or indirect, consequential, exemplary, incidental or otherwise, regardless of whether we
received advanced notice or were advised of the possibility of such claim, loss or damage.
2.9.
You are solely responsible for:
(a) determining if Units fit your particular purpose and are suitable for your designated process, application, fitment, tooling, set-up and uses(s); and
(b) all hazards associated with your processes, products and ingredients, regardless of whether the hazards relate to fire, explosion, material handling, expo
sure to harmful dusts, fumes or other contaminants, or any other hazard that poses a risk to persons or property.
2.10.
Unless otherwise expressly agreed and indicated and without limiting any of the foregoing, we do not provide any guarantee or warranty with respect to compliance
with process safety, environmental health and safety or codes and standards.
2.11.
Without limiting any of the foregoing, you hereby undertake to indemnify and hold us harmless and you agree to fully indemnify and defend us, at your sole cost and
expense, against any and all present and future, actual, potential, contingent or threatened suits, actions or claims, of any nature or source whatsoever,
which may, at any time, be made or asserted against us by any person, including, without limitation, your employees (current or former), contractors, representatives
or any third-party, directly or indirectly, for any reason whatsoever, related to and/or arising from exposure to emissions, dust, fumes, pollutants or noxious substances
from your processes, materials, ingredients, systems or improper use of Units.
Summary of Contents for Typhoon TY-10000
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