The rights and obligations of the parties with respect to all matters arising from or in any way connected with the purchase of products (the “Products”) manufactured or sold by the seller shall be governed by the laws of the province in which the Products were purchased and solely determined by the following terms and conditions. No other representations, oral or written, express or implied, shall have any effect unless specifically agreed to in writing by Cloverdale Paint Inc. (“Cloverdale”).
These terms of purchase shall supersede all prior representations or arrangements and contain the entire agreement between the parties in connection with the Products described on the face hereof. Seller’s acceptance of Cloverdale’s order and sale of the Products to Cloverdale, are expressly conditioned on seller’s assent hereto.
Invoices shall show the purchase order number. Sales taxes and other levies shall be shown separately. There shall be no charges for boxing, crating, or cartage or C.O.D. shipments unless previously agreed. Packing lists shall accompany each shipment.
The seller warrants that all Products delivered hereunder will conform to any sample, specification or other description provided by seller to Cloverdale and will be fit and sufficient for their intended purpose, of merchantable quality, of good material and free from defect. Seller will indemnify Cloverdale against, and save it harmless and defend it from, all liability for loss, damage or injury to persons or property in any manner arising out of or incident to the non-conformity of the Product to seller’s specification. Such indemnification shall survive delivery of, and payment for, the Product purchased hereunder.
Cloverdale may terminate a purchase order prior to shipping of the Product upon 30 day’s written notice to that effect.
If seller or Cloverdale is prevented from fulfilling the terms of a purchase order by reason of any event beyond its reasonable control then, upon prompt written notice to that effect, such party shall be excused from making or taking delivery to the extent of such interference.
All Products delivered hereunder are subject to inspection and conditional approval within 30 days of receipt. Acceptance of Products shall not prohibit Cloverdale from rejecting and returning non-conforming Products, if inspection indicates that Products do not conform to specification, quality, or quantity requirements. Payment shall not constitute acceptance. If Product is returned for such reason transportation and handling shall be for seller’s account.