Conditions of Use!
‘The Company’ or ‘the Company’ or ‘us’ or ‘we’ means Expo Dynamo (Systems) Ltd;
‘Buyer’ or ‘buyer’ or ‘customer’ or ‘you’ means the person(s) buying goods and/or services sold by the Company;
‘Goods’, or ‘goods’ or ‘product’ or ‘products’ means the products which the Company is to supply in accordance with these Conditions;
‘Standard component’, or ‘standard components’ or ‘standard part’ or ‘standard parts’ means the products which the Company has specified on this website and is to supply in accordance with these Conditions;
‘Custom component’, or ‘custom components’ or ‘custom part’ or ‘custom parts’ means the goods which the Customer has requested which the Company has not specified on this website and is to supply in accordance with these Conditions. Custom items are all non-standard;
‘Services’ or ‘services’ means the services which the Company is to supply in accordance with these Conditions;
‘Contract’ or ‘contract’ means the Contract for the purchase and sale of the Goods and/or Services on the Conditions;
‘Rental period’ means the period of time rented goods are not physically present at a Company facility;
‘Approved Credit Account’ means the credit account held by the Buyer with the Company which has been approved in writing by the Company.
Basis of the Sale
No variation to these Conditions shall be binding unless agreed in writing by the President or other Officer of the Company.
The Company shall sell and the Buyer shall buy the Goods and/or services in accordance with the Contract subject to these Conditions, which supercede any other terms appearing in the Company’s catalog or elsewhere, and which shall govern the Contract to the exclusion of any Terms and Conditions of the Buyer. All orders made by the Buyer shall be subject to these Conditions.
The Company’s employees are not authorized to make any representations concerning the Goods and/or services unless confirmed by the Company in writing. The Buyer should not rely on any representations made by any person claiming to be an Agent of the Company.
Any advice or recommendation given by the Company or its employees as to the storage, application or use of the Goods and/or services which is not confirmed in writing by the Company is followed or acted upon entirely at the Buyer’s own risk.
All descriptions and illustrations contained in the Company’s catalogs, price lists and advertisements or otherwise communicated to the Buyer are intended merely to present a general idea of the Goods and/or services described, and nothing in any of them shall form any part of the Contract.
While all Goods and/or services supplied will be of merchantable quality and fit for their purpose, the Company cannot guarantee that the quality of such Goods and/or services will correspond entirely with the quality of any samples submitted or quoted for and no condition or warranty to this effect shall be implied.
Any typographical, clerical or other error or omission in any document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
Orders, Quotations and Specifications
No order submitted by the Buyer shall be deemed to be accepted by the Company unless and until confirmed and accepted in writing by the Company’s authorized representative.
The Buyer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Company any necessary information relating to the Goods and/or services within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
Quotations are subject to withdrawal at any time before receipt of an unqualified order from the Buyer, and shall be deemed to be withdrawn unless so accepted within 30 days from their date.
If the Goods and/or services are to be manufactured or any process is to be applied to the Goods and/or services by the Company in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results from the Company’s use of the Buyer’s specifications.
The Company reserves the right to make any changes in the specification of the Goods and/or services which are required to confirm with any applicable safety or other statutory requirements or, where the Goods and/or services are to be supplied to the Company’s specifications, which do not materially affect their quality or performance. In any case specifications pertaining to the Goods are subject to standard tolerances of manufacture.
Artwork, design work and settings provided by the Company will be charged separately at our standard hourly rates, a copy of which will be provided to the customer on request.
An order for standard components may be cancelled, in writing, prior to shipment of the standard components to the customer. Refunds are limited to the prices paid by the customer, (less a 15% restocking fee which will be retained by the company) for the standard components only.
No order for custom components which has been accepted by the Company may be cancelled by the Buyer except with the agreement in writing of the Company and on terms that the Buyer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
No order for graphics may be cancelled once production has commenced.
Price of the Goods and/or services
The price of the Goods and/or services shall be the Company’s quoted price or, where no price has been quoted or a quoted price is no longer valid, whether by expiry of that quotation or by variation by the Company), the price specified in the invoice at a rate based on time and materials supplied. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer or alteration by the Company which may be made by giving notice to the Buyer at any time before delivery.
The Company reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods and/or services to reflect any increase in cost to the Company.
Any price quoted by the Company for the Goods and/or services shall be deemed to exclude the cost of the delivery to the Buyer (including transport, packaging, insurance and any taxes, duties or surcharges) unless otherwise stated in the Special Conditions.
All prices quoted are exclusive of any applicable Tax(es) and/or additional duty(ies).
Rental of Goods and/or services
Where the Buyer places an order for the rental of Goods:-
The Buyer shall insure the Goods at all times during the term of the agreement for rental and whilst the Goods are otherwise in the possession or control of the Buyer against all insurable risks and must keep the insurance policy in its possession. The Buyer must produce the insurance policy to the Company on request and must inform the insurer of the Company’s interest in the Goods. If there is a total loss claim then the monies payable under the insurance policy shall be paid by the insurer to the Company and the Buyer hereby instructs the insurer to make such payments. The Company is authorized to give the insurer a receipt for these monies.
Before the expiry of the period of rental, the Goods shall be returned, at the Buyer’s expense, to the Company’s premises from which they were collected in the same condition as at the commencement of the period of rental.
Terms of Payment
Payment for the total price for the rental of the Goods shall be made with the order. Unless an extension to the period of rental has been agreed to in writing and payment of the whole of the price of rental for the additional period has been made in advance, the Buyer shall be liable to pay the Company 20% of the total rental charge plus all applicable tax(es) for each day exceeding the rental period.
Other than for the rental of Goods and where the Buyer holds an Approved Credit Account with the Company:-
Subject to these Conditions, the Company shall be entitled to invoice the Buyer for the price of the Goods and/or services on or at any time after delivery of the Goods and/or services, unless the Goods and/or services are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods and/or services, in which event the Company shall be entitled to invoice the Buyer for the price at any time after the Company has notified the Buyer that the Goods and/or services are ready for collection or (as the case may be) the Company has tendered delivery of the Goods and/or services. On giving the Company 14 days notice the Buyer may request the Company to delay the delivery of the Goods and/or services and in those circumstances the Company may invoice the Buyer for the price of the Goods and/or services. the Company reserves the right to recover from the Buyer any expenses (whether direct or indirect) incurred by the Company due to the delay in delivery.
Unless otherwise agreed in writing, payment in respect of each approved account invoice shall be made by the 30th day after the Company’s invoice without deduction or set off, notwithstanding that delivery may not have taken place and the property in the Goods and/or services has not passed to the Buyer. Time of payment shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
In every other case payment of the total price of the Goods and/or services shall be made when the Buyer places the order.
If the Buyer fails to make any payment by the due date then, without prejudice to any other right or remedy available to the Company, the whole of the price of all Goods and/or services bought or agreed to be bought by the Buyer shall fall due and payable without demand, and the Company shall be entitled to:-
- Cancel the Contract or suspend any further deliveries to the Buyer;
- Appropriate payment made by the Buyer to such of the Goods and/or services (or the Goods and/or services supplied under any other Contract between the Buyer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Buyer);
- Charge the Buyer interest from the date of invoice (both before and after any judgement) on the amount unpaid, at the rate of 2% per month compounded monthly (= 26.82% per annum) until payment in full is made; or
- Treat such failure as a repudiation of the whole Contract by the Buyer and to recover damages for such breach of Contract.
Any payment by the Buyer after default may be applied at the option of the Company to any outstanding invoice or to interest before capital.
The Company shall be entitled to set off sums owed by the Company to the Buyer against sums owed by the Buyer to the Company.
Delivery of the Goods shall be made by the Buyer collecting the Goods from the Company’s premises at any time after the Company has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that place. The Company shall be entitled to deliver the Goods in one or more consignments unless otherwise expressly agreed.
Any dates quoted for delivery of the Goods and/or services are approximate and the Buyer shall not be entitled to reject the Goods and/or services for any failure on the Company’s part to deliver on or before a date quoted for delivery. Where the Goods and/or services are to be delivered in instalments, each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more of the instalments in accordance with these conditions or any claim by the Buyer in respect of any one or more instalment shall not entitle the Buyer to treat the Contract as a whole as repudiated.
The Company shall not be liable for any failure to deliver the Goods and/or services arising from circumstances outside the Company’s control.
Non-exclusive illustrations include Act of God, war, riot, explosion, abnormal weather conditions, fire, flood, earthquake, government action, strikes, lockouts, delay by suppliers, accidents and shortage of materials, labour or manufacturing facility.
If the Company is prevented from delivery in the above circumstances, it shall endeavour to notify the Buyer of the fact in writing at the earliest opportunity.
If the circumstances preventing delivery are still continuing 3 months from and including the date from when the Company sends such notice, then either Buyer may give such written notice to the other cancelling the Contract. Such notice must be received whilst the circumstances are still continuing.
If the Contract is cancelled in this way, the Company shall refund any payment which the Buyer has already made on account of the price (subject to deduction of any amount which the Company is entitled to claim from the Buyer, but the Company accepts no liability to compensate the Buyer for any further loss and damage caused by the failure to deliver).
If the Buyer fails to take delivery of the Goods and/or services or fails to give the Company adequate delivery instructions within 7 days of being notified that the Goods and/or services are ready for collection, then without prejudice to any rights or remedy available to the Company, the Company may;
- Store the Goods until the actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
- Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract, or charge the Buyer for any shortfall below the price under the Contract.
Risk and Property
The Goods and/or services shall remain the property of the Company as legal and equitable owner and no property in or title to the Goods shall pass to the Buyer until their full price (inclusive of all taxes and/or duties) has been duly paid to the Company together with the full price of any Goods and/or services which are the subject of any other Contract with the Company.
While the ownership of the Goods and/or services remains with the Company, the Buyer shall store them upon its premises separately from its own Goods and/or services or those of any other person and in a manner which makes them readily identifiable as the Goods and/or services of the Company.
Risk in the Goods passes to the Buyer as soon as the Goods leave the Company’s premises except when the Company has requested the Buyer to delay the delivery of the Goods and/or services in accordance with delivery conditions (stated earlier) whereupon the risk shall pass to the Buyer on the date that the Company receives the Buyer’s notice requesting delivery to be delayed.
If any payments due hereunder are overdue in whole or in part the Company may (without prejudice to its other rights) recover or resell the Goods or any part of them and may enter upon the Buyer’s premises (or such other premises where the Goods are stored) by its servants or agents for that purpose.
The Buyer shall not be at liberty to sell on the Goods and/or services before effecting payment therefor to the Company unless such on-sale is at a price not less then the price agreed between the Company and the Buyer. Without prejudice and subject to the rights of the Company in law and equity, if any of the Goods and/or services shall be sold by the Buyer before payment for them has been made that part of the proceeds of sale which represents or is equivalent to the amount owed by the Buyer, upon trust for the Company and shall be paid into a separate bank account designated for that purpose. The Company shall be entitled to trace the proceeds of any such sale(s) into the said bank account (or wherever such proceeds may in fact be located) and the Buyer hereby authorises the Company to make enquiries of its bankers (or otherwise as appropriate) relating to such proceeds.
The Buyer shall ensure that the Goods and/or services are not incorporated in or mixed with or used as part of other Goods and/or services (‘new Goods and/or services’) before payment for the Goods and/or services has been made to the Company although if such incorporation or mixing shall take place the property in those Goods and/or services which remain identifiable and/or severable from such new Goods and/or services shall be and remain with the Company until payment has been made or the new Goods and/or services have been sold as aforesaid and all the Company’s rights hereunder in the Goods and/or services shall extend to such part or the new Goods and/or services and to the proceeds of sale thereof, which shall be held by the Buyer. Any failure by the Company to require a separate account shall not constitute a waiver or variation of its rights under this Condition.
Warranties and Liability
Any claim by the Buyer which is based on any defect in the quality, quantity or condition of the Goods and/or services or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified in writing to the Company within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Buyer does not notify the Company accordingly, the Buyer shall not be entitled to reject the Goods and/or services and the Company shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods and/or services have been delivered in accordance with the Contract.
Where the Buyer has rejected the Goods (whether in accordance with this Contract or otherwise) he shall return the Goods to the Company’s premises within 7 days of the date on which he notified the Company that he has rejected the Goods.
Where any valid claim in respect of any of the Goods and/or services which is based on any defect in the quality, quantity or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Conditions, the Company shall be entitled to repair or replace the Goods (or the part in question) free of charge. The Buyer is not entitled to withhold payment in respect of the whole of the amount payable under the invoice but only an amount equivalent to the cost of those Goods and/or services which do not conform to the Contract.
The Company shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from breach of duty in Contract or tort or in any other way (including loss arising from the Company’s negligence).
Non-exclusive illustrations of consequential or indirect loss would be:- Loss of profits; loss of contract; damage to property of the Buyer or anyone else; personal injury to the Buyer or anyone else (but only so far as such injury is not caused by the Company’s negligence).
Insolvency of the Buyer
This condition applies if:-
The Buyer is an individual or firm and becomes bankrupt or insolvent or enters into a voluntary arrangement with his creditors.
The Buyer is a Company and:-
Has a petition presented for its winding-up;
Passes a resolution for voluntary winding-up (other than for the purpose of a bona fide amalgamation or reconstruction); or Enters into a voluntary arrangement with his creditors;
or Becomes subject to an Administration Order;
or has a receiver appointed of all or any of its assets.
The Buyer commits a serious breach of this Agreement and either a breach cannot be remedied or the Buyer fails to remedy it within 7 days beginning with a date it receives notice to do so.
An encumbrancer takes possession, or a receiver is appointed, or any of the property or assets of the Buyer; or The Buyer ceases, or threatens to cease, to carry on business; or the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
If this condition applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods and/or services have been delivered but not paid for the price shall become immediately due and payable and notwithstanding any previous Agreement or arrangement to the contrary.
In addition to any right of lien to which the Company may by law be entitled the Company shall (in the event of the Buyer’s insolvency) be entitled to a general lien on all Goods and/or services of the Buyer in the Company’s possession (although such Goods and/or services or some of them may have been paid for) in respect of all sums due or owing from the Buyer on any account whatsoever.
Any notice which must be given under this Agreement may be either delivered personally or posted. Notice given by post must be pre-paid and correctly addressed. In the case where a registered company is the recipient it should be sent to its registered office or normal business address and in any other case to the recipient’s principle place of business or such other address as may at the relevant time have been notified pursuant to this provision of the party giving the notice. A postal notice which complies with this clause is deemed served on the second business day after the day of posting.
No waiver by the Company of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
The Court may strike out or override any part of this Agreement which it considers unreasonable, invalid or unlawful (whether an entire clause or only part of one) and enforce the Agreement as if the offending part had never been contained in it.
Any disputes or claims whatsoever between the Company and you will be referred to and determined by arbitration to the exclusion of the courts. If you have a claim you should give written notice to Arbitration at the Company’s registered office, 4075 West 28th Ave, Vancouver, BC V6S 1S7. Arbitration will be conducted by one arbitrator pursuant to the laws and rules relating to commercial arbitration in the Province of British Columbia that are in effect on the date of the notice. You agree to waive any right you have to commence or participate in any action or class action agaisnt the Company related to any claim. If the Company has a claim the Company will give you Notice to Arbitrate at your billing address. Arbitration will be conducted by one arbitrator pursuant to the laws and rules relating to commercial arbitration in the Province of British Columbia that are in effect on the date of the Notice to Arbitrate.