TERMS OF PURCHASE
Product Selection and Suitability
Most products and goods (Product) offered by Fastenal Canada, Ltd (Fastenal Canada) are obtained from multiple supply sources, located throughout North America and internationally. Many provinces and localities have codes and regulations governing sales, construction, installation, and/or use of Products for certain purposes, which may vary from those in neighboring areas. While Fastenal Canada attempts to assure that its Products comply with such codes, it cannot guarantee compliance, and cannot be responsible for how the Product is installed or used. Fastenal Canada makes every reasonable attempt to ensure the quality of these supply sources and the products they offer. As these products are dynamic and versatile, Fastenal Canada shall not be responsible for how Products are used or installed and the Product's conformance to local or regional codes or regulations. Please review the product materials and application, and relevant code, regulations or ordinances, to be certain that the Product, its installation, and use will satisfy these requirements. In no event will Fastenal Canada be responsible for any loss or damage arising out of Purchaser's improper selection, misapplication or misuse of a Product.
Fastenal Canada warrants, for a period of one (1) year after delivery, that all Products delivered to Purchaser hereunder shall be free from any defects in material or workmanship and in conformity with any applicable specifications. Such warranty only extends to Purchaser. Purchaser shall inspect Products within a reasonable time after receipt, and shall promptly notify Fastenal Canada of any claimed defect or nonconformity. Any Products determined to be defective in material or workmanship must be returned, with an invoice and/or control number to a Fastenal Canada branch or authorized location, shipping costs to be prepaid by Purchaser, within the one-year warranty period. As an exclusive remedy, correction shall be made or replacement products shall be delivered by Fastenal Canada, unless prevented by conditions not subject to Fastenal Canada's control. This limited warranty shall not be applicable in the event of the misapplication or misuse of the Product by Purchaser.
THE FOREGOING WARRANTIES ARE IN PLACE OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND FASTENAL CANADA EXPRESSLY EXCLUDES AND DISCLAIMS ANY LIABILITY FOR ANY OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER PURSUANT TO THE SALE OF GOODS ACT OF ANY PROVINCE OR OTHERWISE. FASTENAL CANADA DISCLAIMS ANY LIABILITY FOR PRODUCT DEFECT CLAIMS THAT ARE DUE TO THE MISUSE, IMPROPER SELECTION OR MISAPPLICATION OF THE PRODUCT.
Limitation of Liability
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS PURCHASE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INJURIES TO PERSONS OR TO PROPERTY OR LOSS OF PROFITS OR LOSS OF FUTURE BUSINESS OR REPUTATION, WHETHER BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL FASTENAL CANADA’S LIABILITY FOR PURCHASER’S DIRECT DAMAGES EXCEED THE PURCHASE PRICE OF THE PRODUCT.
Cancellation and Returns
Fastenal Canada must approve cancellation of any order prior to shipment. Orders for Special or Non-standard Products (not in the catalogue) may not be cancelled or returned (except for non-conformities). Any returns for shipping errors, damage or loss upon delivery must be reported within 10 days of the delivery date. Except as otherwise agreed, Products will not be accepted for return after 30 days from the date of delivery to the Purchaser. All returns should be made to a Fastenal Canada branch, must be in resalable condition and need to be accompanied with an Invoice. Any cancellation or returns accepted after 30 days may be subject to a restocking fee and other charges, for which the Purchaser shall be responsible.
Purchaser grants to Fastenal Canada a priority lien, purchase money security interest in the Products and any accounts receivable or cash from the resale of the Products until full payment is received, with respect to any sales on open account. Purchaser shall complete and cooperate with the submission of any documents necessary to validate or enforce Fastenal Canada's rights hereunder.
Published Product Information
Fastenal Canada reasonably attempts to maintain up-to-date and accurate pricing, availability and usage information about the Products contained in its catalogs. However, this information is dependent upon information distributed by and obtained from a manufacturer or supplier and is subject to change at any time. Fastenal Canada reserves the right to revise catalog information at any time, without notice, and Fastenal Canada will not be responsible for any pricing errors contained therein. FASTENAL CANADA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ITS CATALOGS.
Hazardous Products Information
Material Safety Data Sheets (MSDS) for controlled products as defined by the Hazardous Products Act and the Controlled Products Regulations in Canada are available at your local Fastenal Canada branch, or by contacting Fastenal's product support division at firstname.lastname@example.org. The information and recommendations contained on the MSDS supplied by the manufacturer is considered to be accurate and reliable. Fastenal Canada does not, however, make any warranty concerning the accuracy of the information or the suitability of the recommendations. Fastenal Canada disclaims any and all liability to Purchaser and/or any other user.
Fastenal Canada will not be liable or held responsible for any delays or losses resulting, directly or indirectly from Acts of God, severe weather conditions, labor disputes, governmental actions, inability to obtain permits, licenses, raw materials or shipments of Product, war, riots, shortages and any other circumstances or causes beyond our reasonable control.
These Terms and conditions shall be construed, interpreted and performed according to the laws, excluding conflict of law rules, of the Province of Ontario, Canada. Any legal action must be filed and commenced within one year after it arises. The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party. The Canada Commercial Code as adopted by the Ontario, Canada will be applied, without application of any similar state or international law or treaty. The parties hereby expressly agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods as amended, replaced or re-enacted from time to time
The parties shall exercise their best efforts to resolve by negotiation any and all disputes, controversies or differences arising out of or relating to this Purchase. All disputes, controversies or differences between the parties that are not settled by negotiation shall be decided by arbitration before a single arbitrator held in Toronto, Ontario in English and governed by Ontario law pursuant to the Arbitration Act, 1991 (Ontario), as amended, replaced or re-enacted from time to time.
All orders must be received with a cash payment or purchased through Visa or MasterCard. For approved Purchasers with established and acceptable credit, the terms of purchase are Net 30 days from date of shipment. All payments to be made in Canadian Dollars, unless U.S. Dollars are requested by Fastenal Canada. Any credit applied to the account of Purchaser must be used within one (1) year and any credits remaining after this time period will be subject to cancellation if not used or requested. If an open account Purchaser fails to make full payment within thirty 30 days from date of shipment, Fastenal may defer any further shipments or other orders, or cancel any portion of an unshipped order. Fastenal reserves the right to charge interest at the rate of 18% per annum (1.5% monthly) or at the highest rate available under applicable law, to any account balance exceeding the terms set forth herein. It is understood and agreed that Purchaser will pay, to the extent permitted under law, all reasonable costs and expenses, including attorney’s fees and costs incurred by Fastenal in connection with any collection action for payment of the amounts due herein.
Applicable state and local tax will be charged on orders, unless Purchaser provides Fastenal Canada with an exemption certificate. Please note your tax-exempt status when ordering.
Unless otherwise stated with the order, Purchaser will pre-pay for any freight costs associated with the delivery of product to its destination. Local delivery charges may apply. Any extra or additional charges or services rendered in transit or at the destination will be the responsibility of Purchaser. Title and risk of loss will pass to Purchaser upon delivery to the common carrier.
Orders to be Exported (Outside Canada)
Fastenal Canada offers Products only for the delivery in Canada. If an Order is intended for export outside of Canada, Purchaser will notify Fastenal Canada of the export and the Order is subject to Fastenal Canada’s prior approval. Provided the Order is accepted, Purchaser agrees that the Products will be shipped to the specified destination in compliance with the laws of such country. No re-export or diversion will occur. Purchaser will be responsible for obtaining and paying for all licenses, permits or similar governmental authorizations necessary for the exportation and importation of the product. All costs associated with exportation and importation of the product, including the selection and use of freight forwarders, will be the sole responsibility of Purchaser. At the time of Order, Purchaser agrees to inform Fastenal Canada of any NAFTA or other certificates of origin or other special documentation, packaging or product marking or labeling, but Fastenal Canada shall not be responsible for providing any such documentation, packaging, marking or labeling, unless expressly agreed by Fastenal Canada. Purchaser acknowledges that it is not an agent of Fastenal Canada.
With prior approval, Fastenal and Purchaser may agree to be bound by transactions performed through Fastenal's e-commerce Website via the issuance of purchase orders by Electronic Data Interchange (EDI), facsimile, and e-mail and such transactions will be subject to the terms and conditions contained herein. The parties acknowledge that no writing shall be required in order to make their electronic transactions legally binding, notwithstanding any contrary requirement in the law. As necessary, the parties will adopt as their signature an electronic identification to be affixed to or contained in each Document transmitted by the party. The parties will implement reasonable security procedures to ensure authorized transmissions and to protect business records and data from improper access. By performing such transactions in the forgoing manner, the parties agree that no signature will be required in order to have a legally enforceable electronic commerce transaction, which will honored to the fullest extent under law. The parties agree not to contest the validity or enforceability of Signed Documents under the provisions of any applicable laws, including any Statute of Frauds statutes, relating to whether certain agreements be in writing and signed by a party in order to be bound. Any such Signed Documents, if introduced as evidence in any legal or administrative proceeding, will be admissible as evidence to the same extent as business records, which originate and are maintained in documentary form. The provisions under this Electronic Commerce paragraph will be in addition to any other agreements entered into between Fastenal Canada and Purchaser concerning electronic data interchange.
Purchaser acknowledges that it is not an agent of Fastenal and agrees to comply with the applicable provisions of the U.S. Foreign Corrupt Practices Act. Purchaser warrants and covenants that it has not offered, agreed to pay or paid, either directly or indirectly, anything of value to a foreign official (defined under the U.S. Foreign Corrupt Practices Act), a foreign political party or party official, including a candidate, in connection with the purchase and resale of the Product. Also, Purchaser represents and warrants that it is not on, or associated with any organization on the United States Department of Commerce's Bureau of Industry and Security's Denied Persons List or Unverified List; or the United States Department of the Treasury's Office of Foreign Assets Control lists, Specially Designated Nationals, Specially Designated Global Terrorists, Specially Designated Narcotics Traffickers, Specially Designated Narcotic Traffickers-Kingpin, or Specially Designated Terrorists List; or the United States Department of State's Designated Foreign Terrorist Organizations, Embargoed Countries list, or Debarred Persons List; or is subject to a denial order issued by the United States Department of Commerce or similar order or list published by a foreign country.
Fastenal Canada and Purchaser are independent contractors. If any of the provisions contained herein are deemed illegal or unenforceable, such determinations will not affect the validity of the remaining terms and conditions and the remaining terms will continue in force and effect to the fullest extent permitted under applicable law. Purchaser shall not assign any order or interest therein to another party, without the written consent of Fastenal Canada. These Terms of Purchase, Fastenal Canada’s order forms, quotations, invoices and catalog sales terms are incorporated by reference herein and constitute the exclusive and complete Agreement between Fastenal Canada and Purchaser. Provided the Terms of Purchase or related documents are translated to an alternative language, the English version and any meanings associated with the translation will be interpreted based upon the English version.