Please read these Terms & Conditions carefully as they contain important
information regarding your legal rights, remedies and obligations. These include,
but are not limited to, various limitations, exclusions and indemnities.
These terms and conditions of sale (the “Terms”) shall apply to any quote, purchase
order, order acknowledgment, invoice and any other document used to place an order
(the “Order”) with all of the Fabco Group of companies including but not limited to:
Fabco Plastics Wholesale (Ontario) Limited, Fabco Plastics Western Limited, Fabco
Plastics Western (B.C.) Limited, Fabco Plastics Saskatoon Limited, Fabco Plastics
Maritimes Limited, Fabco Plastiques Inc. (“Fabco”), which is issued or accepted by
either Fabco or the purchaser (the “Purchaser”) for the sale of goods by Fabco to the
The Parties agree that there are no binding agreements or representations between the
Parties, oral or written, with respect to the goods sold hereunder (the “Goods”),
including any made or implied from past dealings between the Parties, except as
2. PLACING ORDERS
To expedite handling of your order, please use the combination of part number, size
and brief description. Our minimum order is $25.00 net.
All prices shown are subject to change without notice. All prices are shown in
Canadian funds unless otherwise stated. These prices do not constitute an offer to sell.
All prices are based on standard domestic packaging and do not include special
overseas packaging or other requirements and do not include excise or sales taxes
unless otherwise stated. Dealer, Contractor and OEM discounts for volume orders are
available for most product lines, upon request.
Accounts are due and payable thirty (30) days from the date of invoice. Past due
accounts will be charged interest of 2% per month (24% per annum).
The Parties agree that at the time of a purchase order confirmation, such confirmation
shall cancel any previous agreements between the Parties, oral or written, including
any made or implied payment terms from past dealings by the Parties, with respect
to the Goods sold, agreed purchase price and the thirty (30) day term payment from the date of invoice based on credit approval.
The Purchaser agrees that every invoice and statement of account shall be deemed
and treated as authorized and correct, unless a written notice to the contrary is
received by Fabco within fifteen (15) days from the date of such invoice or statement.
The Purchaser hereby agrees to pay all costs of collection and/or legal fees incurred
by Fabco in connection with the collection or recovery of any amount owed to Fabco
by the Purchaser.
5. CREDIT TERMS AND CONDITIONS
An applicant for credit (the “Applicant”) hereby consents to Fabco obtaining, using,
exchanging or investigating any personal or business information provided by the
application for credit for the purpose of evaluating, servicing and collecting on the
accounts established pursuant to the granting of credit.
The Applicant acknowledges that Fabco may, at its sole discretion, reduce, refuse or
suspend all credit privileges on Applicant’s account at any time for any reason.
If the Applicant is claiming tax exempt status, a tax exemption certificate must be
provided and failure to provide such documentation may delay processing of the
application for credit.
Accounts must be kept current all times; delinquent accounts will be refused further
credit until the account status is current.
All shipments are FOB shipping point except those qualified materials which carry
millshipmentfreight allowances and stated otherwise. FOB shipping point meansthe
carrier, as hired by the Purchaser or hired on behalf of the Purchaser and/or the
Purchaser only, accepts all responsibility upon accepting the shipment at our dock.
Any claims for damage or loss shall be settled between the Purchaser and the carrier
7. EXPORT SHIPMENT
Fabco will be happy to handle your export order. We will offer prompt replies on
your inquiry including Pro Forma Invoice, CIF Port of Unloading, and export crating on all our products. Terms and Letter of Credit drawn on a Canadian bank. Address
your inquiry to “Export Dept.” at our Maple, Ontario office.
8. CLAIMS & RETURNS
Claims for shortages or inaccurate filling of orders must be made to Fabco within ten
(10) days after receipt of Goods and shall include a copy of the invoice on which the
Goods were purchased. Received Goods can not be sent back by Purchaser to any
Fabco premises until an agreement has been made with an authorized Fabco
representative. An approved claim requires inspection by an authorized Fabco
representative prior to any credits being issued.
There is a 25% restocking charge on any standard goods returned for credit or
exchange, when the error is not ours, provided such Goods that are returned are in
new and saleable condition, are returned on a prepaid basis and the returned Goods
do not exceed 10% of the original ordered quantities.
Goods returned without prior agreement by an authorized Fabco representative will
be refused. Any custom fabricated or specially ordered products are non-returnable.
Any custom fabricated part may not be canceled pending review by an authorized
Fabco representative, including costs and encumbrances incurred prior to
9. DUTY TO INSPECT
The Purchaser shall inspect the Goods promptly upon receipt. The Purchaser shall
notify Fabco of any visible defects, material defects, quantity shortages or incorrect
shipments of Goods within ten (10) days of receipt.
Failure to notify Fabco in writing of any visible defects and material defects in the
Goods or of quantity shortages or incorrect shipments within such period shall be
deemed a waiver of any coverage under any Fabco warranty, any rights to return
Goods, or any rights not to pay for the Goods on the basis of visible defects, material
defects, shortages or incorrect shipments.
Should the Purchaser notify Fabco of any material defects in the Goods delivered,
within the ten (10) day period as stated above, the Purchaser shall arrange, at its own
expense, to have such material defects tested by a third party inspector, who upon
inspection, shall provide Fabco with their full report of the material inspection in order to arrange for repair or replacement, if such report concludes that in fact the
Goods delivered had material defects.
10. USE AS SPECIFIED
Goodsshall be used for their specified purpose only. Fabco shall not be liable for any
damages in any claim, suit or proceeding arising from improper use of Goods.
11. POST-INSTALLATION INSPECTION
All Goods shall be inspected upon installation and prior to use by a third-party
inspector (the “Inspection”). Fabco will not be liable to the Purchaser or any other
party for any damages in any claim, suit or proceeding arising if the Purchaser fails
to conduct the Inspection. Notwithstanding the foregoing, Fabco does not admit to
any liability solely on the basis that the Purchaser conducted the Inspection.
Fabco will endeavor to furnish such advice as it may be able to supply with reference
to the use by the Purchaser of any materials purchased, but Fabco makes no
guarantees and assumes no obligation or liability for the advice given verbally or in
print or the results obtained. The Purchaser assumes all risk and liability which may
result from the use of any material, whether used singularly or in combination with
other products. No suggestion for product use shall be construed as a
recommendation for its use in infringement on any existing patent.
13. PRODUCT WARRANTY
All products not manufactured by Fabco carry the original manufacturer’s warranty.
Copies are available on request.
All products manufactured by Fabco and properly paid for by the Purchaser shall be
free of defects in material and workmanship for a period of one (1) year from
shipment from Fabco (the “Product Warranty”). If found to be defective by us, we
will repair or replace the defective product (“Defective Product”) at our option or
return the purchase price at our option. Notice of a Defective Product shall be given
to Fabco in writing immediately upon the discovery of such defect and shall include
proof of purchase. Fabco must receive the notice of a Defective Product within the
one (1) year warranty period.
Fabco will not be liable for any damages in any claim, suit or proceedings arising
under the Product Warranty, nor will Fabco accept any liability for claims for labor,
loss of profit, repairs or other expenses incidental to replacement of a Defective
The Product Warranty expressed above is our only warranty and may not be verbally
changed or modified by any representative of Fabco.
The offer to repair or replace a Defective Product within warranty does not cover
defectsto Goods caused by shipping damages,improper use or installation, corrosion,
improper maintenance, use in incorrect environmental conditions, or attempts to use
the Goods beyond their mechanical, thermal or electrical capacity.
The offer to repair or replace Defective Products within the warranty does not cover
Goods that have been modified, altered or repaired by any party other than Fabco.
All freight costs incurred in shipping parts to or from Fabco, or to the manufacturer
if necessary, are at the expense of the customer. Fabco reserves the right of product
substitution to meet market shortages.
14. EXCULPATORY CLAUSE
Under no circumstance shall Fabco be liable to Purchaser or any other person for any
incidental, indirect, punitive, special, consequential orsimilar damagesincluding, but
not limited to, rework, investigation and repair or replacement cost, loss of profits,
increase costs of operations, diminution in value or loss of goodwill arising out of or
in connection with the sale, installation or use of the Goods. In the event Fabco is
found to have any liability for any reason whatsoever regardless of whether such
liability arises in tort, contract, law, equity or otherwise, the maximum aggregate
liability of Fabco to Purchaser shall be limited in all circumstances to the price paid
by Purchaser to Fabco for such Goods in the specific transaction giving rise to the
damage or loss. The limitation of liability is a condition to the sale of the Goods by
Fabco at the price. The Parties acknowledge that the price payable for the Goods
would have been substantially greater in the absence of this limitation of liability
which shall apply in all circumstances.
Fabco will not be liable to Purchaser or any other party for any damagesin any claim,
suit or proceeding arising from improper installation or improper use of the Goods, damages or defectsto the Goodsresulting from willful damage, negligence, wear and
tear or untrained or unskilled use in the installation of the Goods, or alteration of the
Goods by Purchaser or any other party.
All dates and times specified to Purchaser for delivery of the Goods and/or for the
performance or provision of the product are estimated only and Fabco will not be
liable for any delay or for any damages or losses sustained by Purchaser as a result
of such dates or times not being met. The Purchaser shall not be entitled to refuse
acceptance of the Goods as a consequence of such delay.
Fabco will not be liable for any delay or failure in performance of these terms and
conditions for the period that such delay or failure is beyond Fabco’s reasonable
control or is practicably impossible to complete. Such circumstances include but are
not limited to: governmental acts or omissions, changesin laws or regulations, natural
catastrophes, accidents, riots, terrorist act, epidemic, pandemic, quarantine, civil
commotion, breakdown of communication facilities, breakdown of internet service
provider, earthquake and other Acts of God.
For the avoidance of doubt, Force Majeure shall not include: (a) financial distress nor
the inability of the parties to these terms and condition to make a profit or avoid a
financial loss, (b) changesin the market prices or conditions, or (c) a party'sfinancial
inability to perform its obligations hereunder.
15. APPLICABLE LAW
The Terms and Conditionsshall be governed by and construed in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein.
Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the
limitation of certain types of liability. In such circumstances, to the extent that such
prohibitions prohibit any exclusions and limitations in these Terms and Conditions,
such exclusions and limitations will not apply to the Purchaser strictly to the extent
necessary to make these Terms and Conditions consistent with such prohibitions.