The terms stated in this Agreement take precedence over strike or other labour difficulty, act of any governmental
any conditions, which may appear on a standard order form authority or of Dealer or its agents or customers, riot,
of Buyer, and no such contradictory provisions or conditions, embargo, car shortage, wrecks or transportation delays or
if any, of such form, except as expressly stated herein, shall failure, inability to obtain necessary labour, materials, or
be binding. Notice of objection to any additional or different manufacturing facilities from usual sources or due to any other
terms or conditions is hereby given. unforeseen circumstance or cause beyond its reasonable
control. In the event of delay in performance due to any such
Price cause, the date of delivery or time for completion shall be
Our prices are net, ex works (Cambridge, ON) according to postponed by such length of time as may be reasonably
individual sales agreements. necessary to compensate for the delay.
Delivery costs shall be charged at cost.
We are entitled to make partial deliveries, when agreed and Return of Goods
when necessary, which can be invoiced separately. Goods received by the Buyer cannot be returned unless
Packing for normal consignments is included in the price. previously agreed upon with RECS.
Wooden crates, pallets, etc. shall be charged separately. Only goods in original packaging can be accepted. An
Wiring diagrams, installation and commissioning are not overhead charge of 20% of the invoice value will be deducted.
included in our prices. Products are to be returned to a RECS facility.
The prices do not include tax of any type or custom duties Shipping costs to return products are to be paid by the Buyer.
and similar tariffs and fees, which may now or hereafter be
applicable to, measured by, or imposed upon or with respect Warranty
to the transactions described herein, the Products, the sale We undertake to replace or repair free of charge, any part or
of the Products, their value, or their use, or any services parts of equipment, which may develop defects, caused
performed in connection therewith. Buyer agrees to pay or, at through faulty material or workmanship within 24 months
Retail Energy Control Systems (RECS) option, reimburse RECS from the date of delivery.
for any such taxes and charges which RECS or This guarantee shall be null and void should the Buyer or any
its subcontractors, suppliers or affiliates are required to pay. other persons modify or repair any part of our equipment.
In the event of a breach of this warranty, RECS sole
Payment responsibility shall be to furnish a replacement part FOB
Invoices are payable in US$ according to agreed terms factory or, at the option of RECS, to repair the
without any deductions. Standard Terms are NET 30 Days. defective part. RECS hereby excludes all implied
If, in the judgment of RECS, the financial condition warranties of merchantability and fitness and all other
of Buyer, at any time during the manufacturing period or at express or implied warranties whatsoever with respect to the
any time before the applicable Products are shipped to Buyer, products. In no event shall RECS be liable for loss
does not justify the terms of payment specified, Retail Energy of profit, loss of production, loss of business or goodwill,
Control Systems may require full payment in advance. liability of Buyer or ultimate user to others, increased or
Payment is not affected by the date of receipt. uncovered operating or fixed costs, inefficiency, theft or any
An interest charge of 2% per month will be included on all other consequential or indirect or remote damages in any
overdue payments. manner directly or indirectly, related to design, manufacturing,
Shipments for new orders and warranty replacements will supply or use of the Products or any other act or failure to
not be made if invoices are not paid within 45 days. act by RECS or its agents or contractors. All
products are designed for use ONLY as operating controls.
Title and Risk Where an existing control failure would result in personal
The Products shall remain the personal property of Retail Energy injury and/or loss of property including property damage, it is
Control Systems until paid for in cash, and Buyer agrees to the responsibility of the Buyer to add any devices (safety,
perform all acts which may be necessary or appropriate to limit controls) or systems (alarm, supervisory) that protect
perfect and assure the retention of title in RECS of all of the against, or warn of, control failure.
Products until such point in time; however, risk of loss shall
pass to Buyer upon delivery of such product or part, F.O.B., Returning of Defective Units
point of shipment. RECS liability for damage in Return authorization must be obtained from RECS
transit or delay ceases when shipment is accepted by the prior to the return of any defective Products. All unauthorized
carrier. Dealer should immediately inspect each shipment returns will be refused and returned to Buyer.All returns must
and if there is evidence of loss or damage during transit, be made with transportation prepaid by Buyer.
should file a claim against the carrier. RECS may RECS examination of such Products must disclose to
assist with such claims, but will not accept any responsibility its satisfaction that defects exist and have not been caused
for the claims. Any adjustments in such cases are between misuse, neglect, improper installation, repair, alteration, or
the Dealer and the carrier. by accident before replacement is made or credit issued.
Delivery Time Proper Law and Jurisdiction
We undertake to make every endeavor to adhere to our This contract is and shall be deemed to have been made in
delivery promise(s), but do not accept cancellation of contract Ontario and shall in all respects be governed by Ontario
or liability for any direct or indirect losses which may arise, for laws. For any dispute resulting from the implementation and
any reason whatsoever, due to our failure to adhere to such application of this contract, the place of jurisdiction are the
promise(s), courts based in the Province of Ontario