Terms and Conditions



1.      Payment

  1. Standard Terms. The terms of payment are a net thirty (30) days from the date of SRPL’s invoice(s) as delivered by SRPL to the Buyer pursuant to this Contract. SRPL reserves the right to restrict the terms of payment or to require payment prior to the time of shipment, if, in the opinion of SRPL, acting reasonably, the Buyer’s financial condition or other circumstances do not warrant shipment on the terms originally specified in this Contract.
  2. All payments to be made by the Buyer pursuant to SRPL’s invoice shall be delivered to SRPL at SRPL’s address for service as set forth herein (or to such other place as SRPL may, from time to time, direct in writing).
  3. Deductions and Partial Payments. The Buyer acknowledges and agrees that any and all payments shall be made without any deductions for any reason whatsoever unless expressly provided herein, and no partial payment by the Buyer which is accepted by SRPL shall be considered as anything other than a partial payment on account of the balance owing and shall not prejudice SRPL’s right to otherwise recover any amounts owing thereafter.
  4. Overdue Account. If the Buyer fails to make payment pursuant to the terms as specified in Subsection 1(a), above, the Buyer shall pay interest at the rate of  1-1/2% per month (18% per annum) on all overdue invoices. In addition to all other remedies afforded by law, SRPL may cancel this Buyer’s purchase order or sell all or any part of the undelivered goods without notice at public or private sale, holding the Buyer responsible for any deficiency or bill all or any part of the undelivered goods to the Buyer as of the contractual dates of delivery.

2.      Delivery

  1. Designated Location and Risk of Loss. Unless expressly agreed otherwise in writing between SRPL and the Buyer, the Goods to be sold by SRPL to the Buyer as provided under this Contract, shall be Ex Works SRPL’s plant. The Buyer agrees that title for the Goods shall automatically be deemed to pass from SRPL to the Buyer immediately upon such Goods departing SRPL’s plant or premises, without notice. The Buyer agrees to pay all costs of transportation, or to reimburse SRPL for any expenses incurred in transporting the Goods to the Buyer’s place of business or other location as directed by the Buyer.
  2. Part Shipments. The Buyer agrees that SRPL may, in its sole discretion, part ship quantities of the Goods, unless specifically requested otherwise in writing by the Buyer prior to the commencement of any work to be performed by SRPL under Buyer’s purchase order. Each part shipment will be invoiced individually and must be paid pursuant to the terms as specified in Subsection 1(a),
  3. Force Majeure. SRPL shall not be responsible or liable for any delay, non-delivery and/or default directly or indirectly resulting from and/or contributed to, in whole or in part, by any foreign or domestic embargos, seizures, acts of God, insurrections, war and/or continuance of war, or the adoption or enactment of any law, ordinance, regulation, ruling or order directly or indirectly interfering with or rendering more burdensome the production, delivery or payment hereunder, lack of the usual means of transportation, fires, floods, explosions, strikes or other accidents or contingencies beyond SRPL’s control, either of the foregoing nature or of any other kind, nature or description considered as “Force Majeure” in SRPL’s or its suppliers’ plants or elsewhere otherwise affecting transportation or production of the Goods or any parts used in or in connection with its production. In the event that any one or more deliveries hereunder is suspended or delayed by reason of any one or more of the occurrences or contingencies, as aforesaid, other than SRPL’s own negligence, any and all deliveries so suspended or delayed shall be made after such disabilities have ceased to exist and nothing herein contained shall be construed as lessening in any event the full amount of the Goods herein purchased and sold, but only as deferring delivery and payment in the events and to the extent herein provided for.
  4. Inspection. Upon the arrival of the Goods at the Buyer’s plant (or elsewhere as specified in Subsection 2(a), above), the Buyer shall have the privilege of examining and inspecting the same before accepting delivery pursuant to Subsection 2(e), Such inspection shall be made within forty-eight (48) hours after the arrival of such Goods at their destination.
  5. Notwithstanding anything to the contrary herein, the Buyer agrees that if it retains the Goods in its possession or control for a period in excess of two (2) days after delivery of them at its place of business or elsewhere as specified in Subsection 2(a), above, this shall automatically constitute and be deemed an irrevocable acceptance by the Buyer of the Goods and the delivery thereof, and a waiver by it of any and all claims that the Goods do not conform to this Contract, unless the Buyer notifies SRPL in writing of any defect or nonconformity pursuant to the provisions of Subsection 3(a), below. The Buyer agrees that if it purchases the Goods subject to these terms and conditions, such acceptance satisfies all of SRPL’s obligations and after acceptance the Buyer shall have no remedy against SRPL whatsoever, nor may the Buyer revoke its acceptance for any reason whatsoever.

3.      Return Policy

  1. Pursuant to the provisions of Subsection 2(e) above, if the Buyer notifies SRPL that any of the Goods delivered to it under this Contract are defective in material or do not comply with the requirements of this Contract within the stated time period therein, the Buyer shall make a claim therein, in sufficient detail, either for a return of such Goods or for a reduction in the agreed price of the Goods. In the event that the Buyer shall fail to make such claim within the time specified, it shall thereupon be liable for the payment of the full amount of the agreed price for the Goods so delivered to it. The return shipment, if any, is to be made by the Buyer to SRPL at the address of SRPL’s plant (or to such other place as SRPL may direct in writing), freight charges prepaid and only after the Buyer receives written authorization along with an RMA (Return Material Authorization) number from SRPL.

4.      Limited Warranty

  1. Per product literature.
  2. Basic Terms. SRPL provides a limited warranty on the Goods of its own manufacture sold by it to the Buyer thereof, against defects of material and workmanship (the “Limited Warranty”).
  3. This Limited Warranty covers the parts required for repair or the replacement or the refund of the purchase price, as SRPL may elect, of any defective products regarding which, upon discovery of the defect, the Buyer has given immediate written notice. SRPL does NOT warrant the merchantability of its product and does NOT make any warranty express or implied other than the warranty contained herein.
  4. Limited Liability. SRPL’s liability for any and all claims, damages, losses and injuries arising out of or relating to its performance or breach of any contract of sale of goods and the manufacture, sale delivery, re-sale, repair, or use of any goods, shall NOT exceed the agreed price of such Goods. The Buyer’s remedy shall be at SRPL’s option, the replacement or repair of the Goods. This shall be the Buyer’s sole, exclusive and only remedy against SRPL. IN NO EVENT SHALL SRPL BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS, GOODWILL, INCURRING OF MACHINERY DOWNTIME, DESTRUCTION OR LOSS OF ANY CAPITAL GOODS, LIABILITY FOR PERSONAL INJURY, DEATH, PROPERTY DAMAGE AND ANY OTHER TYPE OF DAMAGES WHETHER SIMILAR TO OR DIFFERENT FROM THIS
  5. SRPL shall, as to each aforesaid defect, be relieved of all obligations and liability under this Limited Warranty if:
    • The Goods are operated with any accessory, equipment or part not specifically approved by SRPL and not manufactured by SRPL or to SRPL’s design and specifications, unless the Buyer furnishes reasonable evidence that such installation was not a cause of the defect; provided, that this provision shall not apply to any accessory, equipment or part, the use of which does not affect the safety of the Goods.
    • The Goods shall not be operated or maintained in accordance with SRPL’s written instructions as delivered to the Buyer, at any time or from time to time, unless the Buyer furnishes reasonable evidence that such operation or maintenance was not a cause of the defect.
    • The Goods shall not be operated or maintained under normal industry use, unless the Buyer furnishes reasonable evidence that such operation was not a cause of the defect;
    • The Goods shall have been repaired, altered or modified without SRPL’s written approval or, if the Goods shall have been operated subsequent to its involvement in an accident or breakdown, unless the Buyer furnishes reasonable evidence that such repair, alteration, modification, operation, accident or breakdown was not a cause of the defect; provided, however, that this limitation insofar as it relates to repairs, accidents and breakdowns, shall NOT be applicable to routine repairs or replacements or minor accidents or minor breakdowns which normally occur in the operation of a machine, if such repairs or replacements are made with suitable materials and according to standard practice and
    • The Buyer does not submit reasonable proof to SRPL that the defect is due to a material embraced within SRPL’s Limited Warranty hereunder.
  6. Warranty Term. Per equipment literature.
  7. Expiration and Release. After the expiration of this Limited Warranty’s period of time, as aforesaid, SRPL shall be released from all obligations and liabilities in respect of such warranty made by SRPL and contained in this Contract or in any document given in order to carry out the transactions contemplated hereby.

5.      Conflict with other Documents

  1. Superseding Agreement. Except as otherwise agreed in writing, the Buyer and SRPL agree that the provisions of these standard terms and conditions and Schedule “A” (if attached hereto as specified in Section 5, above), shall constitute the entire agreement between the Buyer and SRPL pertaining to the subject matter of Buyer’s purchase order and it supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

6.      Applicable Laws and Jurisdiction

  1. Ontario Contract. This Contract shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, and each of the parties hereto irrevocable attorns to the jurisdictions of the courts of the Province of Ontario.

7.      Dispute Resolution

  1. In the event that any dispute arises between the Buyer and SRPL with regard to any of the provisions, including but not limited to any disputes arising under the provisions of Subsection 3(a), above, or the performance of the terms and conditions hereof by either of them (the “Dispute’), such Dispute shall be settled by arbitration to be conducted in the City of Toronto, Ontario, Canada and shall be conducted pursuant to the rules of the ADR Institute of Canada. Either the Buyer or SRPL may submit a Dispute to arbitration; provided that the party desiring to initiate such arbitration (the “Claiming Party”) gives the other party (the “Responding Party”) written notice of its election to commence arbitration (the “Arbitration Notice”). The arbitrator shall be selected following the receipt by the Responding Party of the Arbitration Notice, as follows:
    • The Claiming Party and the Responding Party shall endeavour to agree upon a single arbitrator; provided that if the Claiming Party and the Responding Party cannot agree on a single arbitrator within 15 days of receipt by the Responding Party of the Arbitration Notice, the Claiming Party and the Responding Party shall each provide a list of two arbitrators who have knowledge and experience in the matter in dispute to each other and to a Judge of the Superior Court of Ontario in the said province who shall name the single arbitrator; and if any party fails to submit its list of two names as provided in this paragraph within thirty (30) days of receipt by the Responding Party of the Arbitration Notice, the party who submitted a list pursuant to this paragraph, may request the Judge to appoint an arbitrator from the names on the list submitted by it herein.
Rev. Nov-29-2021