Terms and Conditions
of Sale and Rental
Steel Communications, hereinafter referred to as Steel Communications, Seller, Company.
Purchaser, hereinafter referred to as Buyer, Customer, Lessee.
- Limitation of Liability:
- All radio licensees are subject to sharing of frequency use with others. No representative of the Seller is authorized to represent that any licensee will have unrestricted usage of their assigned frequency.
- Notwithstanding anything in this agreement in no event shall Steel Communications be liable for any indirect special or consequential damages of any nature or kind whatsoever, including business, economic of other loss even if Steel Communications has been advised of the possibility thereof.
- Subject to clause 3 the Seller shall not be liable in contract or in tort (including negligence) to pay compensation for the following kinds of loss, injury or damage:
- loss of profit or revenue,
- loss of capital,
- downtime costs,
- cost of substitute products facilities or services,
- personal injury and resulting loss or damage,
- property damage external to the equipment and resulting damage,
- any of the foregoing suffered by a customer of the Buyer.
- In the event that the Seller breaches fundamental term of this contact or there is a fundamental breach by it, then the Seller shall refund the purchase price of the equipment. However, the Seller still shall not be liable for any of the kinds of loss injury or damage referred to in the preceding paragraph (C).
Delivery of the equipment hereunder shall be made f.o.b. as per sales contract and risk of loss shall pass at the same time. Shipping dates are approximate and are based upon receipt of all necessary information including receipt of all necessary frequency assignment papers. The Seller shall not be liable for delays in delivery of failure to manufacture or deliver (1) due to cause beyond its reasonable control, (2) due to acts of God, acts of Buyer, of civil or military authority, priorities, fires, strikes, floods, epidemics, war riot, delays in transportation or car shortages, or (3) inability due to causes beyond its reasonable control to obtain necessary labour materials components or manufacturing facilities. In the event of any such delay the date of delivery shall be extended for a period equal to the time lost by reason of the delay. Title to the goods or equipment shall remain with the Seller until the prices is fully paid. The Seller has the right, without prejudice to other rights it may have to take possessions of the goods or equipment, regardless of whether they have affixed to realty, for break by the Buyer of any of its obligations under clauses 3 herein.
- Payment due 30 days after date of invoice
Late charges: if invoices are not paid when due, Buyer agrees to pay late charges on the unpaid delinquent balance, at 2% per month (24% per annum).
The Buyer may cancel this order only if written request for cancellation is received by the Seller prior to shipment (regardless of whether the Seller ships to the Buyer or to itself in the case of installation) and if the Buyer agrees to pay a cancellation charge as follows: 15% of the purchases price of the equipment.
Any deposit held by the Seller shall be applied against the Seller’s invoice for the purchase price or against the cancellation charge referred to in clause 4.
Any assignment of this contract by Buyer without the written consent of the Seller shall be void.
Steel Communications warrants that the equipment described in this agreement will under normal use and service, be free from defects and faulty workmanship for a warranty period which is effective from the date of delivery to the Customer. The Customer’s exclusive remedy under this warranty is to require Steel Communications receiving notice of such defects or faulty workmanship to failure to function within the warranty period. Performance of such warranty services or correction of any failure by Steel Communications shall not extend the warranty period. The warranties and remedies set forth constitutes the only warranties with respect to the equipment, and are the Customer’s exclusive remedies in the event of deficiencies or defects in the equipment. They are in lieu of all other warranties written, oral, statutory, expressed or implied, including without limitation the warranty of merchant ability and the warranty of fitness for a particular purpose. The obligation of Steel Communications under this warranty are conditional upon the equipment not having been installed, altered, adapted, repaired or relocated by any person other than Steel Communications or title thereto transferred without the written consent of Steel Communications and the defects not being the result of mishandling, abuse, cosmetic damage, misuse or improper storage installation or maintenance by other than Steel Communications and upon the equipment having been damaged by any external cause whatsoever, including without limitation use in conjunction with equipment which is electrically or mechanically incompatible. Routine maintenance services shall be performed by Steel Communications between 08:00 and 16:30 hours Monday to Friday inclusive, except Steel Communications holidays or unless otherwise specified. The Customer agrees and understands that this warranty shall immediately terminate, when the Customer has sold or transferred the equipment to any third party or changed the equipment location without the written approval of Steel Communications. Customer is responsible for all shipping costs incurred to ship equipment that must be returned to the Manufacturer or its repair agent for authorized warranty repairs, as well as costs to remove and pick up defective equipment.
- Coverage, Interference and Third Party Facilities
Representations concerning the distance at which usable radio signals will be transmitted and received by the Equipment supplied hereunder shall not be binding upon the Seller unless reduced to writing and made a part of the Agreement Radio systems are subject to degradation of service from natural phenomena such as so-called “skip” interference and other causes beyond the reasonable control of the Seller such as motor ignition and other electrical noise, and interference from other users assigned by Industry Canada to the same or adjacent frequencies. The Seller cannot be responsible for interference or disruption of service caused by operation of other radio systems or by natural phenomena or by motor ignition or other interference over which there is no reasonable control. Such forgoing interference and noise can be minimized by addition of corrective devices, (at Buyer’s expense) adapted for particular locations and installations. Seller will make recommendations as to the use of such devices, however, total freedom from noise and interference cannot be guaranteed. In the event the Buyer utilizes facilities or services supplied by others such as common carrier radio service, shared repeaters, Seller shall have no responsibility for the availability or adequacy of any such facilities or services.
Neither the Seller nor any of its employees is an agent or representative of the Buyer and the Buyer is solely responsible for obtaining any required authorizations from Industry Canada for compliance therewith. If this contract includes the furnishing of a tower and installation, Buyer shall have the sole responsibility for obtaining all necessary federal, provincial and local permits or authorizations pertaining thereto. Except as herein otherwise provided, the provisions of this agreement are for the benefit of the parties to the contact and not for the benefit or any other person. No additions to or modifications of any of the provisions upon the face or reverse hereof shall be binding unless made in writing and signed by the management of Steel Communications or their delegate. This contract shall be governed in all respects by the laws of the Province of Ontario. This contract contains any and all of the terms of the contract between the parties. There is no collateral contract with respect to any goods or equipment sold hereunder.
Charges for equipment, tower space, or airtime rental are payable in advance of each stipulated period. Rental charges will continue to apply until the equipment is returned to the Steel Communications (company) or written notice of cancellation is received. Title to the leased unit(s) shall at all times remain vested in the company and nothing contained in this agreement shall give or convey to the lessee any right, title or interest in and to the unit(s) except as lessee. The company shall not be responsible for any loss, damage, or inconvenience suffered by the lessee arising out of any error or omission or failure to act of the company, its employees or agents in receiving, transmitting, or failure to transmit or process any message or call in the course of providing the service for which the equipment is leased. Should the lessee default in any of the obligations in this agreement, the company may take possession of the unit(s) and may without legal process enter upon the premises where the unit(s) may be and may remove same without prejudice to the company’s right to claim arrears for rental, services and damages. This agreement may not be transferred or assigned to another party by the lessee. If rental equipment is lost or stolen, or willful damage and negligence has occurred, the lessee will be responsible for full replacement value.