Terms & Conditions
Greenoak Equipment North America Inc
Terms and Conditions of Sale.
1. Effect of Conditions.
In these terms and conditions, the word ‘contract’ means the agreement to supply goods upon the terms and conditions set out herein and all agreements by which the seller Greenoak Equipment North America Inc. ( hereafter referred to as Greenoak) agrees to supply goods to the buyer shall be subject to these terms and conditions and these only. No binding contract shall come into force unless and until the buyer’s order is accepted in writing on behalf of Greenoak and all offers by the Greenoak are conditional upon such written acceptance. Notwithstanding the above, Greenoak may accept telephone orders from existing customers at the buyers risk. No cancellation of an order by a buyer shall be valid unless made in writing and accepted by the Greenoak.
2. The Goods.
a) The word ‘goods’ in this contract shall, where the contract permits, mean all equipment, spare parts, other goods repairs and services to be provided under the contract.
b) All description, drawing and particulars relating to the goods in any catalogues, leaflets, brochures or other documents are for illustrative purposes only and do not form part of the contract. All representations as to the performance of the goods relate to their performance in normal conditions and when used correctly.
c) Unless otherwise expressly agreed, goods supplied will be in accordance with manufacturers normal designs and specifications current at the date of manufacture or delivery and the supply by the seller of goods differing from any contractual or pre-contractual specifications or descriptions shall not be in breach of this contract as long as the goods supplied are of approximately equivalent performance to the goods referred in such specifications or descriptions.
3. Delivery, Installation and Risk.
a) Unless otherwise expressly agreed, the price for the goods is exclusive of shipping charges and sales tax.
b) The times for delivery and installation of the goods are not of essence of the contract. The agreed dates for delivery and installation are estimate only and a failure by the supplier to comply with them shall not alone be a breach of the contract.
c) Unless otherwise expressly agreed, the place of delivery shall be the sellers place of business and the goods shall be at the buyers risk from the time from the time that the seller has requested the buyer to take delivery, whichever is the earlier.
d) If any payment is overdue for one month or the Buyer ceases to trade or enters into any agreement with his creditors or has a receiver appointed or a petition is presented or a resolution passed for the winding up of the Buyer (if a company) other than for the purpose of a bona fide reconstruction or amalgamation, the Buyer shall be deemed to have repudiated this and all other contracts with the Seller shall be entitled to stop any goods in transit and to cancel any further deliveries.
4. Price and Payment
a) Unless otherwise expressly agreed, the price is payable on the delivery of goods , if the Buyer does not take delivery when requested, the price is payable 7 days after Greenoak has requested the Buyer to take delivery, together with a reasonable charge for the care and storage of goods.
b) All orders for milking system packages placed with Greenoak . requires a 25% down payment. The remaining 75% is due and payable 30 days from the invoice date for the product.
c) Standard payment terms for established account holders on orders for spares less than $2000 are net 30 Days from the invoice date. The buyer agrees to accept the payment terms of the seller. Invoices unpaid by the due date are subject to a late payment charge of 2% per month on any overdue balances until paid. Unless otherwise stated, all payments are to be made in USA Dollars at the Seller’s office as displayed on the invoice.
d) The price may be increased by the Seller at his discretion to take account of fluctuations in exchange rates or increases in the cost of the goods to him or taxes or other such factors.
e) The prices shall be payable without deduction or set-off of any kind in respect of cross-claims which shall be settled separately.
5. Property in the Goods
a) The Buyer does hereby grant Greenoak Equipment North America Inc. a purchase money security interest in goods purchased within the means of the Personal Property Security Act (Ontario) and agree’s that Greenoak Equipment North America Inc. shall have rights of a secured creditor under the said act until the goods have been fully paid for.
b) If any payment is overdue for two months from the date stated on the invoice (or implied thereon) or the Buyer ceases trades or enters into any agreement with his creditors or has a receiver appointed or a petition is presented or a resolution passed for the winding up of the Buyer (if a company ) other than for the purposes of a bona fide reconstruction or amalgamation the Seller’s consent to the Buyer’s possession of his goods shall cease and the Seller’s agent may recover them forthwith from the Buyer or from any person not being bona fida purchaser of them without notice of this will cause and the Seller may meter upon premises where his goods may be to search for and remove them.
6. Warranty and Liability of the Seller
a) Only the best materials and workmanship are used in the manufacture of our products and if any fault due to workmanship or materials is found and the article is returned carriage is paid within one month of sale by retail, the Company will at its own cost and its own option will repair or replace the article.
i) All other products in our range are backed by the manufacturer’s written guarantee.
b) The Seller further undertakes to pass on to the Buyer so far as reasonably possible the benefit of any guarantee given to the Seller by his supplier or the manufacturer or any other liability of such person to the Seller in respect of defects in the goods.
e) If the contract is not a consumer transaction but only if it is not a consumer transaction, the following terms shall apply:
i) Except as provided in this clause above, the Seller shall not be liable to the Buyer for any injury, loss or damage
whether direct or consequential resulting from any defect in the goods, delay or other breach of any express or implied term of the contract or any negligence of the Seller.
It is the responsibility of the seller to test products purchased are satisfactory prior to use.
ii) In any event the Seller shall not be liable for any loss, damage or delay whatsoever arising from any cause whatsoever outside the control of the Seller including, but without prejudice to the generality of the foregoing, fire, storm, tempest, lightning, frost, inclement weather, strike, lock-out, war, hostilities, rebellion, civil unrest or a failure of the Seller’s source of supply of the goods or their components.
7. Default
In the event of default by the buyer on any terms of this agreement, any and all costs incurred by the seller for enforcement of this agreement or for the recovery of any monies owed under the agreement shall be considered as part of the principal debt owing and such sums shall include but not be restricted to the cost of any collector or collection agency.