1. Binding Terms. You, the customer, (“you”) agree to the following terms and conditions (these “Terms”), which form part of your sales agreement with Craft-Bilt Materials Ltd. (“Craft-Bilt”). By submitting an order or order request, issuing or accepting a purchase order, sales order, work order, quote, estimate, confirmation or similar document, or otherwise proceeding with a transaction with Craft-Bilt, you acknowledge and agree that these terms and conditions apply to and are incorporated into the applicable Sales Order and form part of the agreement between you and Craft-Bilt.

2. These Terms to Prevail in Conflict. These terms and conditions prevail over any terms or conditions contained in or accompanying any purchase order, work order, order request, confirmation, correspondence or other document issued or provided by you or on your behalf, and any such terms or conditions are rejected and shall be of no force or effect unless expressly agreed to in writing by Craft-Bilt. In the event of a conflict between these Terms and any Sales Order, goods or services warranty, delivery and shipping instructions, quality finish guidelines, or other terms and conditions of sale or documentation applicable to the sale of Goods, these Terms shall prevail unless expressly agreed by Craft-Bilt in writing.

3. Sales Order. Upon receipt of the order request from you, Craft-Bilt will provide you with a sales order outlining the details of your order (the “Sales Order”), itemizing the products, goods, or services ordered by you (collectively, the “Goods”).

4. Payment Terms. You agree to pay in full the price set out in the Sales Order (the “Purchase Price”) and provide such deposit(s) set out in the Sales Order, together with such additional deposits from time to time as may be required by Craft-Bilt, in its sole discretion, until the completion of the Sales Order. All payments owing by you pursuant to the Sales Order shall be due and payable upon notice from Craft-Bilt that the Goods are available for delivery or pick up.

5. Terms of Credit. At the discretion of Craft-Bilt, additional terms of credit may be available to you. Any terms of credit may be extended at the discretion of Craft-Bilt based on a review of your credit application. Please refer to your Craft-Bilt credit application and credit approval letter for further details.

6. Storage. Regardless of whether the total amount owing under the Sales Order has been paid in full, and notwithstanding anything to the contrary herein, if you fail to pick up the Goods or fail to arrange delivery of the Goods within four (4) weeks of being notified that the Goods are available for delivery or pick up, then (i) risk of loss to the Goods shall pass to you; (ii) the Goods shall be deemed to have been delivered; and (iii) Craft-Bilt may, at its option, store the Goods until you pick them up, whereupon you shall be liable for all related costs and expenses (including, without limitation, insurance and a storage fee of two percent (2%) of the Purchase Price per month), which amount you agree is a genuine pre-estimation of the costs incurred by Craft-Bilt to store such goods and not a penalty or interest.

7. Termination of Sales Order and Failure to Pay. Craft-Bilt shall have the right to terminate the Sales Order if you

   1. fail to pay all amounts owing under the Sales Order,

   2. fail to arrange delivery of the Goods, or

   3. fail to pick up the Goods within twenty-six (26) weeks following notice that the Goods are available for delivery or pick up.

If the Sales Order is terminated as a result of the above, you acknowledge that Craft-Bilt shall have the right to retain all amounts paid to Craft-Bilt (including, but not limited to, any deposits) as liquidated damages and not as a penalty. For greater certainty, such remedy is in addition to any other remedies available under these terms and conditions or at law (which Craft-Bilt does not waive by the exercise of any rights hereunder).

8. Inspection, Acceptance and Waiver. You agree to inspect the Goods immediately upon delivery or pick up and to notify Craft-Bilt in writing of any alleged defect, damage, shortage, non-conformity or other issue with the Goods within fifteen (15) days following delivery or pick up. If you fail to provide written notice within such fifteen (15) day period, the Goods will be deemed to have been accepted by you, you will be deemed to have waived any right to reject the Goods, and you will have no right to make any warranty claim or other claim against Craft-Bilt in respect of any defect, damage, shortage, non-conformity or other issue that was or ought reasonably to have been discovered upon inspection. Notwithstanding the foregoing, if you or any person acting on your behalf commences installation of the Goods, or installs, modifies, cuts, fastens, paints, touches up or otherwise uses the Goods, then the Goods will be deemed to have been accepted by you immediately upon such commencement, installation, modification, cutting, fastening, painting, touching up or other use, and you will be deemed to have waived any right to reject the Goods or make any warranty claim or other claim against Craft-Bilt in respect of the Goods.

9. Freight Policy. Most orders are shipped F.O.B. from our factory in Ajax, Ontario. Certain distributed items may be shipped F.O.B. from the manufacturer city. If you specify a carrier, your order will be shipped “collect”. Craft-Bilt may or may not enter a valuation on the Bill of Lading at its discretion unless specifically mentioned on your purchase order. Craft-Bilt is not responsible for missing or inaccurate valuation. If you do not specify a carrier or you are purchasing online, Craft-Bilt will use a carrier of its choice. Online purchases may also allow you to select a service level. Your order will be shipped “prepaid” and a shipping price will be added to your order. If a cost to ship was not known or otherwise omitted from your order you will be invoiced separately at a later date. When the carrier picks up a shipment from Craft-Bilt and signs the Bill of Lading, this verifies that the shipment is complete and in good condition, and title to the material passes to the freight company. When receiving a prepaid shipment, you are responsible to inspect it. If the piece count matches the delivery slip and the shipment is undamaged, sign for it, but if there is visible damage or you suspect damage note carefully the items below:

   1. If the damage is obvious while the shipment is still in the carriers’ vehicle take pictures before unloading.

   2. Unload the shipment and inspect the packages. If you suspect hidden damage due to the condition of the packaging, ask the driver to wait while you open the affected item(s). Take pictures of any damage.

   3. Note any damage or shortages on the delivery slip before signing it. Be specific, “subject to inspection” is not a valid description. If there is no carbon copy take a photo of the paperwork. Some carriers use an electronic signature, ask the driver how to document the damage.

   4. Contact Craft-Bilt at once. We will file a claim with the carrier. Replacement material will be shipped as soon as possible at our cost unless your failure to follow the steps above results in a denied claim, in which case you will be billed at prevailing prices and terms.

   5. You must keep any damaged material and packaging available for inspection or salvage until you are told it is OK to dispose of it.

   6. You may have hidden damage that was not detected at the time of receiving. Make sure to unwrap and inspect all packages within 15 days, otherwise it is assumed the damage occurred while in your possession. Take pictures.

In the case of damage with a collect shipment (where you are paying the carrier for the shipping), you will file a claim with the carrier for any damage and replacement parts can be ordered from Craft-Bilt at prevailing prices and terms. Proper receiving and documentation of any damage are your sole responsibility.

You are required to follow our Shipping Instructions, Delivery Instructions, Quality Finish Guide and any notes on your order.

10. Ordering. Supporting product information including load tables and installation guides are available to customers by contacting Craft-Bilt. You may be required to sign certain agreements before you can begin purchasing material or accessing certain documents or download sites. Although a Craft-Bilt representative may provide quotes or assist with your product selection based on the information you provide, you are ultimately responsible:

    1. for ensuring that the product selected meets local building codes

    2. to follow Craft-Bilt installation guides, engineering drawings, and local building codes; and

    3. for the accuracy and completeness of your order.

Your order may have insufficient quantity due to an error in the material calculation for which you are responsible as described above. Craft-Bilt is not responsible for any such shortfall or insufficiency. Additional material may be provided at prevailing prices and terms upon your request. Your order may have excess quantity due to an error in the material calculation for which you are responsible as described above. Parts or full stock lengths sold by the “each” may be returned at Craft-Bilt’s sole discretion and at your expense, in accordance with Section 11 below. Some products are sold as kits or complete assemblies. Often extra parts are left over after the kit is installed. These parts are not refundable. Any ready date given for an order is approximate and subject to change. Craft-Bilt is not responsible in any way for order delays.

If you agree to receive an incomplete order please note that back-ordered items are not shipped prepaid unless previously arranged.

11. Returns. All returns must be approved by Craft-Bilt. After authority is granted, the material must be returned within 30 days. Any material returned must be freight prepaid and be in a re-sellable condition. A restocking charge or partial credit may apply depending on the situation and the condition of the material at Craft-Bilt’s discretion. Custom made, cut to length and special order items are not returnable. No credit is issued for scratched or otherwise damaged material caused while in your possession or during its return transport.

12. Billing Adjustments. Any claims for adjustments on billing must be made within 10 business days of the invoice date, failing which the invoice as issued will be deemed to have been accepted by you.

13. General Information. Illustrations in our catalog, quotes, and other documents or on our websites may not be to scale or exactly as shown. Any dimensions shown are for general reference only, contact Craft-Bilt if you require exact dimensions of an item. Craft-Bilt is not responsible for typographical errors or omissions. All prices, packaging, lengths, dimensions and specifications subject to change without notice.

14. Changes to Terms. Craft-Bilt may amend, update, replace or otherwise change these Terms at any time without notice. The Terms in effect at the time you submit an order or order request, issue or accept a purchase order, sales order, work order, quote, estimate, confirmation or similar document, or otherwise proceed with a transaction with Craft-Bilt, will apply to that transaction unless Craft-Bilt expressly agrees otherwise in writing.

15. Limited Warranty and Product Warranty. Subject to these Terms, Craft-Bilt warrants that the Goods supplied by Craft-Bilt will be produced substantially in accordance with the specifications set out in the applicable Sales Order. In addition, to the extent applicable to the particular Goods, the Goods may be covered by Craft-Bilt’s product warranty available at https://craft-bilt.com/craft-bilt-warranty (the “Product Warranty”). The limited warranty set out in this Section 15 and the applicable Product Warranty are the only warranties given by Craft-Bilt in respect of the Goods, and are subject to the notice, inspection and claim requirements set out in Sections 8 and 16.

16. Exclusive Remedies. Your sole and exclusive remedy, and Craft-Bilt’s sole and exclusive obligation in respect of any Product Warranty, will be, at Craft-Bilt’s sole and absolute discretion, one or more of the following: (a) reimbursement for the damaged or non-conforming portion of the Goods only; (b) repair or replacement of the damaged or non-conforming portion of the Goods by Craft-Bilt; (c) repair or replacement of the damaged or non-conforming portion of the Goods by a third party retained by Craft-Bilt; or (d) reimbursement of the reasonable costs of repair or replacement of the damaged or non-conforming portion of the Goods, provided such costs are approved by Craft-Bilt in writing before they are incurred.

17. Excluded Costs. Because the Goods are supplied on a supply-only basis, Craft-Bilt will not be responsible for, and no warranty, remedy or claim will include, any labour, installation, removal, reinstallation, access, contractor, equipment rental, storage, handling, delay, site-related or similar costs or expenses, or any costs associated with investigating, accessing, removing, repairing, replacing, reinstalling, modifying, finishing or otherwise dealing with the Goods or any related structure or site condition, except to the extent Craft-Bilt expressly agrees otherwise in writing.

18. No Withholding or Set-Off. You may not withhold, deduct, set off or retain any amount payable to Craft-Bilt on account of any warranty claim, alleged defect, damage, shortage, non-conformity, delay or other claim or dispute relating to the Goods, the Sales Order or these Terms. All amounts owing to Craft-Bilt must be paid when due, without deduction, set-off, abatement or counterclaim.

19. Disclaimer of Other Warranties and Representations. Except for the limited warranty expressly set out in Section 15 and any applicable Product Warranty, and subject to the exclusive remedies set out in Section 16, Craft-Bilt disclaims and excludes all other representations, warranties, conditions, guarantees and obligations of any kind, whether express, implied, statutory or otherwise, including any implied warranty or condition of merchantability, fitness for a particular purpose, durability, quality, performance, description, title, non-infringement or compliance with any plans, drawings, specifications, building codes, bylaws, regulations or other requirements not expressly set out in the applicable Sales Order or the applicable Product Warranty. No statement, illustration, sample, catalogue, brochure, website content, quote, estimate, technical information, installation guide, drawing, recommendation or other information provided by Craft-Bilt or any of its representatives will create any representation, warranty, condition or guarantee, or expand the limited warranty set out in Section 15 or any applicable Product Warranty, unless expressly agreed to in writing by Craft-Bilt.

20. Customer Responsibility. You acknowledge and agree that the Goods are supplied on a supply-only basis and that you are solely responsible for determining whether the Goods are suitable for your intended use, application, site conditions, structure, design, installation method and applicable legal or regulatory requirements. Craft-Bilt is not responsible for the selection, design, engineering, installation, application, modification, use or performance of the Goods after delivery or pick up, or for any failure to comply with applicable building codes, bylaws, regulations, plans, drawings, specifications or other requirements, except to the extent expressly set out in the applicable Sales Order.

21. Limit of Liability. To the maximum extent permitted by applicable law, under no circumstances, whether in contract, tort, negligence, strict liability, breach of warranty or otherwise, will Craft-Bilt be liable for any consequential, indirect, incidental, special, aggravated, punitive or exemplary damages, or for any loss of profit, revenue, business, opportunity, use, goodwill or data, arising out of or relating to the Goods, the Sales Order or these Terms. Craft-Bilt’s aggregate liability for any claim arising out of or relating to the Goods, the Sales Order or these Terms will not exceed the amount actually paid by you to Craft-Bilt for the specific Goods giving rise to the claim.

22. Governing Law. These Terms, the Sales Order and any dispute arising out of or relating to the Goods, these Terms or the Sales Order will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.