Bishop Industrial
Products Ltd.

Terms and Conditions of Sale

Unless otherwise specifically agreed to in writing by an officer of Bishop Industrial Products Ltd., hereafter Bishop, these Terms and Conditions of Sale, hereafter the Terms, shall apply to any and all orders placed by the Purchaser for products whether or not such order is placed online, or is subject to a signed or electronically generated purchase order, or other purchase agreements between Bishop and the Purchaser. Bishop’s agents, employees, and representatives have no authority to bind Bishop to any agreement, representation, or warranty inconsistent with these terms and conditions, unless expressly agreed to in writing by an Officer of Bishop.

1. TERMS OF SALE –All orders received from the Purchaser are subject to acceptance by Bishop and Bishop reserves the right, in its sole discretion, not to accept any purchase order, including any purchase order issued in association with a quote provided by Bishop. Purchaser agrees to be bound by all of the terms and conditions set forth herein. Any term or condition of sale contained in any document prepared by or received from Purchaser by Bishop relating to the goods or services sold under this Agreement which is inconsistent with any term or condition of this Agreement is hereby rejected by Bishop, and shall have no effect, unless expressly agreed to in writing by an officer of Bishop. Bishop’s failure to object to any term or condition in any communication from Purchaser will not be construed as agreement to such term or condition, nor will it be deemed a waiver of Bishop’s terms. Acceptance of or payment for any of the goods or services constitutes Purchaser’s agreement to the Bishop Terms and Conditions of Sale.

2. WARRANTIES– BISHOP MAKES NO WARRANTY EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR OTHERWISE, CONCERNING GOODS SOLD HEREUNDER. Purchaser’s sole remedy with respect to defective goods purchased hereunder shall be limited to pursuing warranty claims against the manufacturers of such goods. Bishop hereby assigns to purchaser all rights and warranty claims which it may have against the manufacturers of goods sold by it hereunder. Bishop further agrees to use reasonable efforts to cooperate with the Purchasers to obtain from such manufacturers, in accordance with such manufacturers’ customary practices, the repair or replacement of any goods which are defective in workmanship or material. With respect to goods modified by Bishop at Purchasers’ request, Bishop shall have no liability whatsoever in the event that such goods’ manufacturers’ warranties are voided as a result of such modification. If there is no warranty provided by the manufacturer, then the goods are sold “as is.”

Since the goods sold hereunder are not manufactured by it, Bishop makes no warranties or representations, expressed or implied, as to workmanship, performance, quality, durability, fitness for a particular purpose, suitability or merchantability for any of the products sold. This disclaimer is for all liability including liability in contract, in tort or otherwise for incidental, consequential, special damages, or any loss or damage, whether to property or injury to persons, whether foreseeable or not foreseeable, resulting, directly or indirectly, from the use or loss of use of any product sold by Bishop.

3. LIMITATIONS OF LIABILITY– Bishop shall not be liable for special, indirect, incidental or consequential damages of any kind from the use or loss of use of any product or due to, arising out of or connected with these Terms and Conditions of Sale. With respect to any claim against Bishop arising in any way from the sale of goods hereunder other than warranty claims, Bishop’s liability shall not exceed the purchase price of such goods. BISHOP SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, CONTINGENT OR INCIDENTAL DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, BACK CHARGES.

4. PRICES– All orders are subject to prices and terms of sale in effect on the date of shipment and such prices and terms are subject to change without prior notice to Purchaser. All written price quotations shall be honored for thirty (30) days from the date of quotation unless Purchaser is notified otherwise at any time prior to shipment of the order. Prices do not include freight or handling or, where applicable, any federal, provincial or local taxes of any nature, all of which shall be paid by the Purchaser. All prices and other terms are subject to correction for typographical and clerical error. Prices quoted are in Canadian Funds.

5. DESCRIPTION, IMAGES, AND AVAILABILITY WEBSTE DISCLAIMER–. The description and images for products on the Bishop website are for illustration purposes only and were compiled from public sources or the manufacturer. Bishop is not responsible for the accuracy of such descriptions, nor is Bishop responsible for typographical, contextual, pricing, product information, advertising or manufacturer shipping errors. All trademarks and photographs relating to products available through our site are the sole property of their respective owners. To the extent that we provide information on availability of products and expected ship dates, such information should not be relied upon, and Bishop will not be liable for any lack of availability of products that are ordered via our website.

6. CANCELLATION OF ORDERS – All cancellation requests must be approved by Bishop. Purchaser agrees to pay for any and all costs incurred by Bishop from the manufacturer or its agent in relation to any cancellation request.

7. DELIVERY AND RISK OF LOSS– Products shipped to the Purchaser at the shipping address designated by the Purchaser, by Bishop, a manufacturer or other vendor through a common carrier or a designated carrier FOB Bishop, the manufacturer or other vendor, the risk of loss and title to the Products shall pass to Purchaser upon delivery to the common carrier or the designated carrier. All claims for damages or losses in transit must be made by Purchaser directly to such carrier that shipped the goods. Purchaser shall be obligated to pay the full amount of Bishop’s invoice in accordance with the payment terms stated therein or hereunder notwithstanding damage in transit by or disputes with or against carriers. If vehicles leased or owned and operated by Bishop transport the Products, the risk of loss and title shall pass from Bishop to Purchaser upon delivery to the shipping address designated by the Purchaser. Purchaser’s failure to deliver written notice of any claim within 10 days after the receipt of such material shall constitute Purchaser’s acceptance of such material and a waiver by Purchaser of all claims with respect thereto including any right to revoke acceptance.

8. RETURNED GOODS– In no case can goods be returned without first obtaining Bishop’s written permission. Authorized goods must be securely packed to reach Bishop without damage. Material accepted for credit may be subject to a service charge plus all transportation charges. Credit for returned goods will be considered only to the extent agreed to in writing by a duly authorized representative of Bishop and no application for credit will be processed unless Purchaser provides the original invoice number and date. Under no circumstances will goods be accepted for credit after sixty (60) days from the date of shipment. Bishop will not accept returns of electrical or electronic devices for any reason.

9. CREDIT AND PAYMENT TERMS– Terms of payment are within Bishop’s sole discretion and, unless otherwise agreed by Bishop in writing, payment must be received by Bishop prior to our acceptance of an order. An express written agreement between Purchaser and Bishop may be constituted issuing credit with invoice payment terms of Net 30 days. A late payment charge of one and one half percent (1.5%) per month on past due amounts or, if less, the maximum permitted by law, will be added to all outstanding balances after sixty (60) days from date of statement. Notwithstanding any prior extension of credit by Bishop to Purchaser, if at any time, Bishop determines, in its sole judgment, that Purchaser’s financial condition does not justify Bishop’s extension to it of credit in connection with any sale hereunder, Bishop may, at its option, require Purchaser to make full or partial payment prior to order entry, shipment or delivery.

10. CHANGE OF TERMS– Purchaser acknowledges and agrees that Bishop may change any part of the terms and conditions to open credit accounts by mailing Purchaser a written notice at least 10 days before the change is to become effective. If Purchaser does not agree to specified changes, Purchaser must notify Bishop within 10 days after the effective date of the change, in which case Purchaser’s accounts will be closed and must pay Bishop any outstanding invoices under the terms and conditions prior to the initiated change for such accounts. Placement of a new order after the effective date of any change shall be deemed acceptance of the new terms and conditions, even if the aforementioned 20 day period has not yet expired.

11. DEFAULT– In the event Purchaser defaults in payment, Bishop may, in its sole discretion, suspend shipment of goods on order at such time. Purchaser shall be liable for all costs incurred by Bishop in connection with such default including, but not limited to, attorney and collection agency fees.

12. PERFORMANCE– Bishop will exercise reasonable efforts to meet shipment or delivery dates specified by the Purchaser, but such dates are estimates only and are not a firm commitment. Shipping dates furnished by Bishop are approximate and shall not be deemed to be fixed or guaranteed. Time is not of the essence with respect to the transactions covered by the Terms, except with respect to Purchaser’s obligation to make all related payments. Bishop will not be liable for any delay, defect, error or loss in shipping, or performance, or non-delivery for any reason. Purchaser agrees that any delay in shipping or performance or non-delivery of any part of these Terms shall not be grounds for Purchaser to terminate or refuse to comply with any provision hereof and no claim or penalty shall be effective against Bishop for such delay, defect, error, or loss.

13. FORCE MAJEURE–– Bishop shall not be liable for any delay or failure to perform resulting from an event beyond the reasonable control of Bishop including without limitation, governmental action, fire, explosion, acts of God, flood, war, riot, accident, blockades, insurrections, riots, epidemics, earthquakes, hurricanes, tornadoes, floods, abnormal snow or hail storms, strikes, lockouts or other labor trouble, shortage of labor or materials, failures or oversights in manufacturing equipment or processes, increases in material costs, failure or delay of sources of supply, transportation difficulty, acts of a public enemy, any other cause of like or unlike nature beyond the control of Bishop or the existence of any circumstance making performance commercially impractical.

14. THIRD-PARTY CONTRACT OBLIGATIONS–In the event that Purchaser has contracted for or otherwise assumed with any other Party any obligation or liability to an Owner, Contractor, Construction Manager or any other person or entity responsible for the completion of any portion of any project in which Bishop’s goods will be used, the Parties agree that Bishop is not a party to such contract, and Bishop does not assume any liability or obligation under any such contract or agreement unless expressly agreed to in writing. Purchaser shall not be permitted to delay or condition any payment obligation because of any third-party obligation or condition, including but not limited to retainage conditions or “pay-when-paid” terms between Purchaser and any third party.

15. NON-WAIVER–Nothing contained herein shall be construed to limit or waive any right or remedy of Bishop under applicable federal, provincial, or local laws. Waiver by Bishop of a breach of any of these terms and conditions shall not be construed as a waiver of any other breach herein.

16. ASSIGNMENT– These terms are binding upon, and shall inure to the benefit of the Purchaser, Bishop and their successors and permitted assigns. Purchaser may not assign all or any portion of its rights or obligations hereunder without the prior written consent of an officer of Bishop. Bishop may assign, delegate or subcontract a purchase order or any of its obligations under these Terms, in whole or in part, without Purchaser’s consent.

17. GOVERNING LAW– All orders are subject to acceptance by Bishop in St. Albert, Alberta, Canada and this Agreement shall in all respects be governed by and construed under the laws of the Provence of Alberta without reference to its choice of law rules. Any claim or litigation brought by Purchaser must be brought in a court of competent jurisdiction in St. Albert, Alberta, Canada. In the event of litigation relating to this Agreement or the goods or services sold hereunder, Purchaser hereby agrees, to the extent permitted by law, to waive any right that it may have to a jury trial on any and all issues that may be raised in such litigation.

18. SEVERABILITY—The invalidity of any provision of this Agreement shall not invalidate or render unenforceable any other provision of this Agreement.

19. OTHER TERMS AND CONDITIONS– No terms and conditions other than those stated herein, and no other agreement or understanding, including but not limited to any provisions, terms and conditions contained in any confirmation, purchase order or other writing by Purchaser, in any way purporting to modify these terms or conditions shall be binding upon Bishop unless consented to in writing by an Officer of Bishop. BISHOP’S ACCEPTANCE OF PURCHASER’S PURCHASE ORDER IS EXPRESSLY MADE CONDITIONAL ON PURCHASER’S ASSENT TO THESE TERMS AND CONDITIONS AND ON PURCHASER’S AGREEMENT THAT SUCH TERMS AND CONDITIONS SHALL CONSTITUTE THE SOLE TERMS AND CONDITIONS OF THE ORDER. THE CONDITIONS STATED HEREIN SHALL TAKE PRECEDENCE OVER ANY OTHER CONDITIONS, AND NO CONTRARY, ADDITIONAL OR DIFFERENT PROVISIONS OR CONDITIONS SHALL BE BINDING ON BISHOP.

20. ENTIRE AGREEMENT– These terms and conditions shall constitute the entire agreement between the parties with regard to the subject matter. The parties shall not be bound by any agent’s or employee’s representation, promise, or inducement not set forth in these terms or the signed agreement. No course of prior dealings between the parties and no usage of trade shall be relevant or admissible to supplement, explain, or vary any of these terms and conditions. Acceptance of or acquiescence in a course of performance rendered under this or any prior agreement shall not be relevant or admissible to determine the meaning of these terms and conditions even though the accepting or acquiescing party has knowledge of the nature of the performance and an opportunity to make objection. No representations, understandings or agreements have been made or relied upon in the making of this agreement other than those specifically set forth herein. This Agreement may not be modified, rescinded or terminated orally, and no modification, rescission, termination or attempted waiver of any of the terms, provisions or conditions hereof (including this paragraph) shall be valid unless approved in writing, signed by an officer of Bishop and supported by consideration. Notwithstanding the foregoing, Bishop, may change, modify, add or delete any of these Terms and Conditions, prospectively, upon thirty (30) days written notification to the Purchaser.