1. Definitions
In these terms and conditions, the following words shall have the following meanings:
- Buyer: Any person or company to whom the Company supplies Goods or Services or with whom the Company enters into negotiations for the supply of Goods or Services.
- Company: CosyFloor Systems Inc.
- Goods: Products, articles, or things which are supplied by or which are the subject of negotiations for supply by the Company to the Buyer.
- Services: Services supplied by or which are the subject of negotiations or supply by the Company to the Buyer.
2. Making the Contract
2.1 The Company’s salespersons are not authorized representatives and may not confirm or vary orders or make representations on the Company’s behalf.
2.2 Estimates/quotations are valid for 30 days unless withdrawn and do not constitute a contract until the Company has accepted the Buyer’s order in writing.
2.3 All orders are placed under these terms and conditions exclusively.
2.4 These terms override any conflicting terms the Buyer attempts to impose.
2.5 Variations are only valid if agreed in writing by a Partner of the Company.
3. Cancellation
3.1 Cancellations by the Buyer require written agreement from a Company Partner.
3.2 If cancellation is accepted, the Buyer must pay incurred expenses plus 33 1/3% of the contract price.
4. Price
4.1 Prices are those in effect at the time of shipping or supply.
4.2 Unless stated otherwise, prices are net, tax-exclusive, and ex-works.
4.3 The Company may adjust prices due to cost increases or currency fluctuations prior to delivery.
5. Terms of Payment
5.1 Payment is due within 30 days of the invoice date.
5.2 Time for payment is of the essence.
5.3 Interest of 2.5% per month applies to overdue accounts.
5.4 No set-off rights for the Buyer.
5.5 Insolvency or breach by the Buyer is considered repudiation of the contract.
5.6 The Company may require payment security before delivery.
6. Delivery
6.1 Delivery is complete when Goods are ready for collection.
6.2 Time of delivery is not of the essence.
6.3 The Company is not liable for delivery delays.
6.4 Delivery may be made in installments.
6.5 Delay in one installment does not entitle the Buyer to cancel.
6.6 Quantity variances under 10% do not justify rejection or damage claims.
7. Supply of Services
7.1 Time is not of the essence.
7.2 No liability for delay.
7.3 Services may be supplied in installments.
7.4 Delay in any part does not justify contract repudiation.
7.5 Quantity variances under 10% do not justify rejection or damage claims.
8. Risk and Property
8.1 Risk passes on delivery.
8.2 Title passes only when:
- Full payment is received;
- Goods are sold to a customer (title passes just before delivery);
- The Company waives its rights in writing.
8.3 Buyer holds sale proceeds in trust for the Company.
8.4 Until title passes:
- Buyer holds goods as fiduciary agent;
- Goods must be clearly identified and in good condition;
- Company may revoke the right to sell if payment is overdue or if insolvency is suspected.
9. Lien and Stoppage
9.1 Company may withhold delivery in case of Buyer’s insolvency.
9.2 Post-title transfer, if payment is overdue, Company retains:
- Lien on goods;
- Right of stoppage in transit;
- Right of resale.
10. Inspection/Shortages
10.1 Buyer must inspect Goods and Services immediately upon delivery.
10.2 Complaints must be made in writing within 7 days.
10.3 Defective goods must be returned unaltered for inspection.
10.4 The Company will remedy valid defects or shortages within reasonable time.
10.5 Service defects will be remedied within a reasonable time only.
11. Warranty
11.1 Buyer is responsible for ensuring Goods and Services are suitable for intended purpose.
11.2 The Company may repair or replace defective items instead of offering damages.
12. Liability
12.1 Introduction
- Nothing excludes liability for death/personal injury due to negligence.
- Each clause is independent.
- Additional liability may be accepted at a higher price.
12.2 Exclusion
- 3-month remedy for design/manufacturing defects.
- Notification and return requirements apply.
- Buyer bears risk when returning goods.
- Extended manufacturer guarantees apply under additional conditions and are not transferable.
12.3 Consequential Loss
The Company is not liable for:
- Loss of profits;
- Loss of contracts;
- Property damage;
- Personal injury (except due to negligence).
12.4 Limitation
Maximum liability is the greater of $1,000 or the contract price.
13. Force Majeure
13.1 Company is not liable for failures due to events outside its control.
13.2 Examples include natural disasters, war, strikes, government actions, or shortages.
13.3 The Company must notify the Buyer as soon as possible.
13.4 If delay exceeds 3 months, either party may cancel.
13.5 Payments already made will be refunded (less deductions), but no additional compensation is owed.
14. Sales Promotion Documentation
Catalogues and promotional materials are for reference only and not binding.
15. Notices
Notices must be in writing. Delivery by post is deemed effective 48 hours after mailing.
16. Assignment
Contracts may not be transferred without written consent from the other party.
17. Proper Law and Jurisdiction
The contract is governed by Saskatchewan law. All disputes will be subject to Saskatchewan courts.
SMS Policy
Mobile information will not be shared with third parties/affiliates for marketing/promotional purposes. All the above categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties.
Messaging Terms & Conditions
You agree to receive SMS to provide technical support to installations from CosyFloor. Message frequency may vary. Message and data rates may apply. For help, reply HELP or email us at cs@cosyfloor.ca. You can opt out at any time by replying STOP.
