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Copy of General Conditions

HDI General Conditions

2017-05-02. Rev. 1.0 

1 – Subject

The present conditions represent all current and future contractual relations for Hydronics Depot Inc. (HDI) product suppliers.

2 – Contract Preparation

2.1 The supply contract is concluded with the emission of order confirmation on behalf of HDI. If HDI does not accept part or all the order, modifications to the order required will be sent in writing to the Client within five working days from the date of receipt. After 24 hours without receiving notification of objection from the Client, the modifications introduced by HDI will be deemed to be accepted.

3 – Exclusions

3.1 System design, installation of supplied devices, specific tests, instructional courses, assistance getting started and all other conditions that are not agreed upon are not included with the delivery, unless otherwise stipulated in writing.

3.2 In addition, taxes, exportation fees and any other additional expenses are not included in the price, unless otherwise specified and agreed upon by all parties.

4 – Technical data, design and documents supplied

4.1 The information provided by HDI in catalogues, brochures, technical sheets or other illustrative documentation are only suggestive. This information is not binding unless specifically mentioned in the delivery.

4.2 HDI reserves the right to make modifications at any moment without warning in order to make technical and constructive improvements.

4.3 The Client is expressly committed to not use images, technical information and other aspects of the delivery for various reasons other than those mentioned in the contract, they remain property of HDI and the Client cannot provide them to third parties or reproduce them without written authorization.

5 – Transport, packaging and consignment

5.1 Transport: the transportation of goods, if not otherwise stipulated, are packaged in standard packaging, the Client bears all risks.

5.2 Package: the package is not received by return to sender, unless agreed upon in writing among parties.

5.3 Consignment: the date of consignment and postage are not legally binding; in any circumstance, HDI is not liable for lateness of consignment:

  1. a) If the Client does not supply the details or materials necessary for the delivery before the deadline or requests variations to be made to a package or is delayed in answering requests of design approval.
  2. b) If caused by reasons other than the good will and diligence of HDI, including lateness of subcontractors, that blocks or causes the excessively late consignment according to established terms. Not including the specifications of article 13 below, regarding products not consigned to the Client for reasons for which they are liable or otherwise, for causes outside the responsibility of HDI, the Client will accept the risks and expenses for custody.

5.4 Claims: no claims will be accepted if sent after eight days from the receipt of goods, unless otherwise agreed amongst parties.

5.5 If the Client is not up to date with payments, HDI has the right to delay all consignments until the Client has paid the sum owed.

5.6 If the HDI consignment is delayed where parties have previously agreed that HDI must pay a penalty fee for late consignment, the client cannot ask for compensation for damages caused above the penalty fee agreed upon. 

6 – Conformity and tests

6.1 A multilingual copy of the “Certificate of Conformity” regarding catalogue information, indicating the information of Client’s order and of the HDI delivery note is available if requested by the Client within the delivery contract.

6.2 Special deliveries according to Client requests are to be agreed upon by parties and be executed at the expense of the Client in the HDI headquarters.

7 – Prices, Discounts and Reparations

7.1 The prices indicated on the price list do not include VAT (value added tax).

7.2 Price variability: HDI reserves the right to vary prices without any warning; the price lists are not binding. The prices can also vary if the quantities ordered are reduced or requested to be delivered in a shorter time frame than previously stipulated.

7.3 The offers emitted by HDI are referred to a specific consignment, they are not applicable for other deliveries of the same products if not otherwise specified in the supply contract.

7.4 All the discounts given by HDI are valid for thirty days from the date of proposal. Unless otherwise agreed by all parties, discounts are irrevocable and expire after thirty days.

8 - Payment

8.1 Unless otherwise stipulated payments must be made by the Client within the indicated terms of the invoice through the chosen credit institution.

8.2 For administrative reasons no rounding off will be accepted.

8.3 If the Client’s payment is late he’s bound to pay the interest according to the terms of HDI’s Credit Application and Personal Guarantee.

8.4 Any future disputes that occur between the parties do not exempt the Client from the obligation to observe the terms and conditions of payment.

9 - Returns

9.1 Returns are not accepted if not authorized beforehand by our personnel, as a result of a written request from the Client. The transportation costs will remain at the expense of the Client. The value of the goods returned will be reduced by a percentage to be established, never below 10%, to account for costs incurred during testing and returning products to storage.

9.2 Similarly returns for repair or substitution of products must be previously authorized by our personnel through a written notice by the Client regarding product defects; if the defects are covered by the guarantee, article 10 is applied.

10 – Warranty

10.1 HDI guarantees the conformity of products supplied, the products are free from defects in materials and/or workmanship and they conform to all indications in the catalogue.

10.2 The warranty lasts 12 months beginning from the date of consignment of products and for products or components substituted under warranty, from the day they are consigned to the Client.

10.3 Within this period the client may denounce defects through relative non conformance documentation according to the terms of article 9.2, HDI is committed without obligation – within a reasonable time period in relation to the product of disputes – to repair or substitute the products or parts of the product that have proved dysfunctional free of charge; the client is obliged to send the dysfunctional products in an appropriate package, unless otherwise stipulated. If HDI substitutes the products before receiving the dysfunctional products, the Client is then obliged to return the dysfunctional products or articles to HDI unless otherwise stipulated referring to the reparation/substitution bill in the returned consignment note guaranteed by HDI. HDI reserves the right to charge the Client for costs of products substituted and/or transportation fees if necessary, following testing, for products that are not covered by the guarantee.

10.4 The substitution and reparations are undertaken by ex-works; the costs and risks of transport of dysfunctional products are the responsibility of the Client.

10.5 HDI excludes any warranty on products mounted or utilized incorrectly or non-compliantly to indications in the catalogue or in the instructions for usage and maintenance; in addition, the warranty terminates if the products are stored incorrectly or exposed to insufficient maintenance or have been modified without HDI authorization. 

11 – Suppliers Responsibility

11.1 HDI is thereafter responsible for the correct functioning of products supplied regarding characteristics and performance as indicated by the catalogue and/or relative documentation.

11.2 HDI is not responsible in any way for defects in machine operations or systems caused by the Client or third parties to HDI products, even if these products have been mounted or connected following diagrams and illustrations produced by HDI.

11.3 The Client cannot request compensation for indirect damage, lost profits or loss of production caused by the product, nor can they receive compensation above the value of the products supplied, with the exception of any aspects covered by the Consumer Code.

12 – Retention of Title

12.1 The products supplied remain the property of HDI until the Client pays the agreed sum in full. If the Client does not pay, HDI reserves the right to request the restitution of the goods by the client, in this case they lose their right of ownership.

13 – Resolutive clause expressed and resolutive conditions

13.1 The Supply contract will terminate following a simplified declaration written by HDI exercising the right of the resolutive clause expressed, if the client:

  1. a) omits or delays payments owed. Is late or does not consign the products within the terms stipulated by the previous article 5
  2. b) does not observe the obligations of copyright as stipulated in the previous article 4

13.2 The contract will terminate if the Client is in liquidation.

14 – Applicable Laws

14.1 The Supply contracts, including those for overseas Clients, are regulated by the present general conditions and the Canadian Law. 

15 – Court of Jurisdiction

15.1 The Court of Jurisdiction of Ontario is competent if any dispute regarding the execution, interpretation, validity, resolution and termination of supply contracts between parties filed by the Client; if the action is filed by HDI any Court according to the law is competent in addition to the Court of Jurisdiction of Ontario.

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