Last updated February 03, 2025
Merik Canada / Service Door Industries Limited ("SELLER")
AGREEMENT TO OUR LEGAL TERMSWe are Merik Canada ('Company', 'we', 'us', or 'our'Canada 6640 Davand Drive , mississauga , Ontario L5T 2M3
We operate the website https://www.merik.ca/ (the 'Site'
You can contact us by phone at 9056701200 , email at web@merik.ca ,6640 Davand Drive , mississauga , Ontario L5T 2M3 , Canada
These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ('you'Merik Canada , concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms from time to time
We recommend that you print a copy of these Legal Terms for your records.
TABLE OF CONTENTS
1. TERMS AND CONDITIONS OF SALE
The obligations and rights of the party identified as the ("Buyer") and Seller shall be governed only by these terms and conditions. The provisions of any purchase order or other writing inconsistent here with shall not constitute a part of this contract of sale. If any of the terms and conditions hereof is not acceptable to Buyer, Buyer shall notify Seller in writing within five (5) business days of Buyer's receipt of this contract of sale. This is intended by the parties to be a final expression of their agreement and is a complete and exclusive statement of the terms and conditions of such agreement and supersedes all prior and contemporaneous promises, covenants, agreements, understandings, negotiations and discussions between the parties
SELLER SHALL NOT BE LIABLE FOR ANY LOSS, CLAIM EXPENSE OR DAMAGE CAUSED BY, CONTRIBUTED TO, OR ARISING OUT OF THE ACTS OR OMMISSIONS OF THE BUYER OR ITS AGENTS, SUBCONTRACTORS, CONSULTANTS, EMPLOYEES OR OTHER THIRD PARTIES. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES OF ANY KIND, INCLUDING LOSS OF INCOME, PROFITS OR OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT, NONCONFORMITY, WARRANTY OR WITH THE USE OR DELIVERY OF PRODUCTS FURNISHED HEREUNDER. Seller's liability and Buyer's exclusive remedy for any claims arising out of the Products sold hereunder shall be limited to replacement or repair of nonconforming goods or payment in an amount not to exceed the purchase price therefore, at Seller's option.
The prices stated herein are F.O.B. Seller's plant and are based on the quantities specified for delivery in a single lot unless otherwise indicated. Such prices are subject to increase by Seller for (i) any order change made by Buyer and approved by Seller, and (ii) with respect to multiple orders pursuant to a single purchase order, for any order confirmed after a general price increase or surcharge made by Seller. (iii) Any necessary surcharges, including but not limited to, raw materials and fuel price increases.
Seller shall not be liable for any delay in performance or nonperformance on the part of Seller directly or indirectly caused by fire, explosion, accidents, flood, labor trouble or shortage, war, act or regulation of any government, inability to obtain suitable material, product, energy source, equipment, labor, or transportation from Seller’s usual sources of supply, at prices and on terms Seller deems economical and commercially reasonable or any other cause outside Seller’s reasonable control or causes which make Seller’s performance commercially unfeasible, or act of God; arising from contingencies, happenings or causes beyond the control of Seller. Quantities so affected by any such circumstances may be reduced by Seller without liability, but this agreement shall otherwise remain unaffected
Unless otherwise stated, prices herein do not include any taxes, charges, assessments, or duties, and the amount of any thereof, which Seller is required to pay or collect, shall be invoiced to Buyer. Buyer shall be responsible for and pay all such taxes, charges, assessments, and duties arising by reason of this order. Buyer shall also pay any collection fees and reasonable attorney’s fees incurred by Seller in collecting payment of the purchase price and any other amounts for which Buyer is liable under the terms and conditions hereof.
Product pickup is available upon Buyer’s request. Pickup hours vary but are generally between the hours of 7:30am to 4pm. Buyer will be notified through email or call and will be advised when the product is ready for pickup. It is the Buyer’s sole responsibility to pick up products within five (5) business days from notice. After five (5) business days any prepaid amount owing by Buyer is due regardless of actual pick up. Seller reserves the right to charge storage fees or to cancel the completed order and charge a minimum 25% restocking fee.
Where a carrier is to be used unless otherwise agreed to in writing by the parties, deliveries of the goods shall be F.O.B. Seller's facility. Seller shall use its best efforts to place the goods in the possession of a carrier and to make a contract for their transportation as may be reasonable, having regard for the nature of the goods and generally accepted commercial standards. Buyer shall be responsible for and pay all expenses paid or incurred by Seller in delivering the goods. Buyer shall be responsible for insuring the goods during shipment. Risk of loss of the goods shall pass to Buyer at the time the goods are tendered to such carrier.
All orders will be invoiced when the products are ready to ship or on the estimated ship date, whichever is later. Once invoiced, title, ownership and risk of loss of all invoiced products held at Seller’s premises is passed to Buyer. Until the contract price and all other sums due are paid in full, Buyer herby grants to Seller a lien on and security interest in the products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as the proceeds (including insurance proceeds) of the foregoing.
With respect to services (i) Buyer shall initiate the request for services in the format required by Seller, (ii) where Buyer supplies materials for review, the Seller reserves the right to charge an estimate fee, (iii) Buyer shall respond promptly to any Seller request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Seller to perform the services.
Cancellation, modification, suspension, or delay in shipment of Buyer's order shall not be
accepted on terms which will not full indemnify and reimburse Seller against loss; such indemnity to include recovery of all direct costs incurred and a normal profit. All requests for cancellations, modifications, suspensions must be made in writing, and must be responded to in writing by the seller to be considered valid.
Unconditional cancellation of the Buyer’s order cannot be accepted once the order has been entered into our production schedules and Seller reserves the right to charge for any work completed prior to cancellation on the following basis: –
(a) 10% of the contract price if cancellation takes place after Buyer’s order has been entered as aforesaid to cover preliminary overheads;
(b) 15% of the contract price of cancellation takes place after drawings have been produced and issued to Buyer;
(c) 30% of the contract price if cancellation takes place after drawings have been approved by Buyer and returned to Seller. Final engineering and the production parts lists prepared, and the instructions issued to suppliers and/ or our production;
(d) Such higher proportion of the contract price as is reasonable if cancellation takes place after the production of the goods has commenced and Seller shall be entitled to retain the goods but shall allow the Buyer a reasonable credit in respect thereof;
(e) Up to 100% of the contract price of the goods has been completed whereupon delivery shall be deemed to have taken place. Notwithstanding any of the cancellation charges mentioned above, Seller shall in addition in respect of a cancellation which takes place under whether (a) (b) (c) above be entitled to be reimbursed for any proper expenses incurred or paid by Seller arising as a result of the establishment of the Contract.
Seller reserves the right to change or cancel any order whenever Seller deems said change is necessary to comply with laws, regulations or other mandatory authority; when events require relocation of production and/or delivery resources; change of material or design due to availability of materials.
Seller also reserves the right to cancel any order as a result of an error in quoting, or order confirmation.
Unconditional cancellation of the Buyer’s order cannot be accepted once the order has been entered into our production schedules and Seller reserves the right to charge for any work completed prior to cancellation on the following basis: –
(a) 10% of the contract price if cancellation takes place after Buyer’s order has been entered as aforesaid to cover preliminary overheads;
(b) 15% of the contract price of cancellation takes place after drawings have been produced and issued to Buyer;
(c) 30% of the contract price if cancellation takes place after drawings have been approved by Buyer and returned to Seller. Final engineering and the production parts lists prepared, and the instructions issued to suppliers and/ or our production;
(d) Such higher proportion of the contract price as is reasonable if cancellation takes place after the production of the goods has commenced and Seller shall be entitled to retain the goods but shall allow the Buyer a reasonable credit in respect thereof;
(e) Up to 100% of the contract price of the goods has been completed whereupon delivery shall be deemed to have taken place. Notwithstanding any of the cancellation charges mentioned above, Seller shall in addition in respect of a cancellation which takes place under whether (a) (b) (c) above be entitled to be reimbursed for any proper expenses incurred or paid by Seller arising as a result of the establishment of the Contract.
Seller reserves the right to change or cancel any order whenever Seller deems said change is necessary to comply with laws, regulations or other mandatory authority; when events require relocation of production and/or delivery resources; change of material or design due to availability of materials.
Seller also reserves the right to cancel any order as a result of an error in quoting, or order confirmation.
All returns must have a valid Return Goods (RGA) number. All returns must be received by seller for inspection within 30 days of RGA# issue in order to receive credit for the returned parts. Seller is not responsible for lost or missing parts; Buyer should obtain tracking number from their shipper to insure parts are delivered to Seller. All non-warranty returns will be subject to a restocking fee of 25% of the unit sell price.
Shipments, deliveries and performances of work shall at all times be subject to the approval of Seller's credit department. Seller may at any time decline to make any shipment or delivery or perform any work except upon receipt of payment in advance or upon such other payment terms as are acceptable to Seller's credit department.
Any notice shall be considered given when deposited in the Canada Post mail, or by courier (return receipt requested, postage prepaid), addressed to the other party at the address as provided for on the face of a Purchase Order or such other address as designated by the party on a Credit Application or in writing.
No claim or right arising out of a breach of this agreement by Buyer may be discharged in whole or in part by a waiver or renunciation of the claim or right by Seller unless supported by consideration and in writing signed by Seller. A waiver of a breach shall not operate or be
construed as a waiver of any subsequent breach.
Seller may set off any amount due from Buyer, whether or not under this agreement, against any amount which may become due to Buyer hereunder.
Buyer shall not assign its right under this agreement or any interest therein without Seller's prior written consent. Any assignment without such consent shall be void and have no force and effect.
This transaction shall be governed by, and this agreement shall be construed and enforced in accordance with, the laws of the Province of Ontario, without regard to any conflicts of laws principles. Any and all legal actions or proceedings shall be brought only
in the courts of the Province of Ontario.
If any provision, clause or part or the application thereof is held invalid, the remainder of this agreement or the application of such provision, clause or part under other circumstances shall not be affected thereby.
This contract for sale shall be binding and inure to the benefit of the parties hereto, their successors and assigns, or other legal representatives.
Buyer shall defend, indemnify and hold harmless the Seller, Sellers subsidiaries, agents, officers, successors and employees from and against all claims, damages, losses and expenses, including attorneys' fees, arising out of or resulting from the performance of the work or connected in any way to work performed under these Terms and Conditions, provided that any such claim, damage, loss or expense is caused in whole or in part by any negligent act or omission of the Buyer, anyone directly or indirectly employed by the Buyer, or anyone whose acts the Buyer may be liable, including but not limited to any such claim, damage, loss or expense that:
(1) Is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible and intangible property, including loss of use there from; or
(2) Is alleged to have arisen out of any breach of Buyer.
This indemnification agreement shall not be limited in way by any limitations on the amount or type of damages, compensation or benefits payable by or for the Buyer under workers' compensation acts, disability benefit acts, or other employee benefit acts, and Buyer expressly waives the benefits of any liability cap recognized by any local, provincial or federal laws.
All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer whether disclosed orally, or accessed in written, electronic or other form of media, and whether or not marked as ‘confidential’ in connection with this Agreement is confidential, soley for the use of performing this agreement and for the benefit of further orders with the Seller. Confidential information may not be disclosed or copied unless authorized in advance by Seller in writing. The foregoing does not apply to information that is (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
Buyer shall not use Seller’s marketing / sales materials, trademarks, brands, logos, affiliated product names or nomenclature within Adwords, SEO and SEM markeing strategies or links containing copyright material without consent of Seller. Upon Seller request Buyer shall promptly return all documents or materials received from Seller and cease to use the confidential or marketing / sales materials. Seller shall be entitled to injunctive relief for any violation of this Section.
Buyer shall not use Seller’s marketing / sales materials, trademarks, brands, logos, affiliated product names or nomenclature within Adwords, SEO and SEM markeing strategies or links containing copyright material without consent of Seller. Upon Seller request Buyer shall promptly return all documents or materials received from Seller and cease to use the confidential or marketing / sales materials. Seller shall be entitled to injunctive relief for any violation of this Section.
Buyer shall provide evidence of liability insurance. A minimum limit of $2,000,000 is required and must include products and completed operations coverage, an additional insured endorsement and waiver of subrogation clause.
This contract for sale may only be amended in writing signed by both parties hereto.
Each warranty contract for Product provided to Buyer upon purchase of Product (“Limited Products Warranty”), shall be incorporated herein by reference, as applicable.
Seller shall not be liable for a breach of the warranty set forth in the applicable Limited Products Warranty if: (i) Buyer makes any further use of such Product after giving such notice; (ii) the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Product; or (iii) Buyer alters or repairs such Product without the prior written consent of Seller.
Seller shall not be liable for a breach of the warranty set forth in the applicable Limited Products Warranty if: (i) Buyer makes any further use of such Product after giving such notice; (ii) the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Product; or (iii) Buyer alters or repairs such Product without the prior written consent of Seller.
All disputes between the parties under this Agreement shall be resolved in accordance with the following procedures: (i) first, each party shall designate an individual with authority to settle the dispute, and such persons shall meet as soon as possible to attempt to resolve the dispute in good faith; (ii) second, if these individuals cannot resolve the dispute within ten (10) business days of their first settlement meeting, if the parties so agree, they may submit the dispute to mediation with such mediation to be commenced and administered under and conducted by a single mediator under the Commercial Arbitration Act (R.S.C., 1985, C.17 (Cnd Supp.))(the “Rules”); and (iii) third, any dispute not resolved by mediation within thirty (30) business days of submission of the dispute to mediation, or if either party shall refuse to submit the dispute to mediation, the dispute shall be subject to binding arbitration in Mississauga, Ontario by a single arbitrator under the Rules, subject to this Agreement. Either party may commence arbitration upon first complying with subsections (i) and (ii) above.
24. CONTACT US
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:
Phone: 9056701200