Industrial Rubber Co.

IRC Terms and Conditions


  • 2020

INDUSTRIAL RUBBER COMPANY LTD EXCLUSIVE TERMS AND CONDITIONS OF SALE Industrial Rubber Company LTD (IRC) products ("Product(s)") are offered under the following terms and conditions and only to those customers to whom IRC has directly mailed/emailed this form ("Customer"). Additional terms and conditions of sale may be shown on or attached to sales order confirmations issued by IRC. Any additional or different terms or conditions stated in any purchase order or other document issued by Customer in connection with its purchase of the Product(s) are expressly rejected by IRC and will have no effect and will not, under any circumstances, be binding on IRC. These Exclusive Terms and Conditions of Sale ("Terms and Conditions of Sale") together with terms shown on or attached to IRC's sales order confirmations shall constitute the entire and exclusive contract (this "Agreement") between IRC and Customer. This Agreement is intended to be a final expression of IRC's and Customer's understanding and agreement with respect to its terms and shall supersede all prior negotiations, promises, agreements and representations not set forth herein or on any sales order confirmations issued by IRC. IRC's acceptance of Customer's order is expressly conditioned on Customer's assent to the terms and conditions of this Agreement (including, without limitation, the Terms and Conditions of Sale). Any oral or written order by Customer, whether quoted, shipped or received by IRC, shall be construed as a written acceptance by Customer of IRC's offer to sell in accordance with this Agreement, and any such order shall be filled in accordance with the terms as provided in this Agreement. No other terms and conditions shall apply and no modifications or amendments to this Agreement shall be of any force and effect unless specifically set forth in a writing that expressly references these Terms and Conditions of Sale and is signed by an authorized employee of IRC. Additionally, no modification shall be affected by an acknowledgment or acceptance by IRC of any oral or written purchase order from Customer containing any different terms and conditions, and any such inconsistent terms and conditions shall be deemed to be superseded by this Agreement. If for any reason Customer fails to accept this Agreement in writing, any conduct that demonstrates the existence of a contract (including, without limitation, the delivery of Product(s) in accordance with this Agreement prior to written acceptance hereof and acceptance of such items by Customer) shall constitute an agreement by Customer and IRC to all of the Terms and Conditions of Sale or other terms and conditions shown on or attached to IRC's sales order confirmations. In the event of deliveries abroad, not only the present general terms and conditions, but also the "International Commercial Terms" (Incoterms 1953) published by the International Chamber of Commerce with the extensions of 1967, 1976, 1980, 1990, 2000 and 2010, as amended, shall be applicable Quotations IRC’s quotations shall be subject to change without notice and without obligation.  Upon request or if a contractual relationship is not substantiated, any documents, templates, samples, models, and presentations in the sense mentioned above shall be returned to IRC without delay. PAYMENT AND SHIPPING TERMS All terms are net 30 days or as mentioned in PO from the date of shipment as indicated on IRC’s invoice, F.O.B. shipping point, provided. Freight shall be F.O.B IRC’s warehouse. For international purchase orders payments terms may be up front and shipping the responsibility of customer or as deemed in the Quotation, or by email. All shipments and payment terms will be made specified in Customer's purchase order. Delivery is subject to availability and lead times required by IRC's production schedule.  PRICES All prices quoted are subject to change by IRC without notice. Prices quoted herein do not include any taxes or duties (including, without limitation, the sales taxes on the Product(s) or freight) or any handling, rigging, uncrating, storage, or other charges incidental to shipment, delivery, storage, installation, or use of the Product(s). All prices are subject to adjustment to compensate for any increase in raw material costs or for any taxes or levies effective through the date of shipment of any Products sold hereunder. Delivery period / acceptance period If a delivery period has been agreed, it shall commence upon dispatch of the order confirmation, albeit not before provision of any documents, approvals and releases to be obtained by Customer or by IRC and before receipt of an agreed down payment. If multiple documents are required for shipment delivery period shall commence after receipt of required permits or other legal documents. The delivery period shall be complied with if notification for dispatch has been given or the object of delivery has left the works before its expiry. The delivery period shall be extended in the event of measures within the framework of industrial disputes, in particular strikes and lock-outs, and also if unforeseen obstacles outside the sphere of influence of Vendor occur (e.g., operational disturbances, delays in the delivery of essential materials), to the extent that such obstacles are proven to be of considerable influence for the supply of the object of delivery. This shall also apply if the circumstances occur with sub-suppliers. The delivery period shall be extended in accordance with the duration of such measures and obstacles. If the obstacles last for longer than one month or if operational stoppages take place in Vendor's company or with downstream suppliers or if not only temporary, out-of-the ordinary incidents not to be controlled by Vendor occur, Vendor shall be entitled to withdraw from the contract. IRC shall also not be answerable for the aforementioned circumstances if they occur during arrears already in existence. Customer shall be informed by IRC about the start and end of such obstacles as soon as possible in important cases. Complying with the delivery period shall presuppose fulfilment of contractual duties by Customer. If an acceptance period has been set, IRC shall not be obliged to delivery following its expiry. The scope of delivery shall be determined by Vendor's written order confirmation.  CREDIT TERMS IRC may establish and change the credit and payment terms extended to Customer when in IRC's sole opinion Customer's financial or previous payment record warrants such action, and Customer's order of Products hereunder constitutes an agreement to honor the credit and payment terms so established or changed. Customer will provide promptly upon request such financial information as may be reasonably required by IRC to complete its credit review of Customer.  Customer’s rights to withdrawal Once Customer submits purchase order, Customer can no longer withdraw unless total performance becomes impossible for IRC before passage of risk. If purchase order is terminated, Customer is obligated to fulfill the payment amount of goods invested by IRC at the time of cancelationFurther, If the customer gives IRC a suitable grace period and accepts all payments and dues up to but not limited to work completed at that time, the customer can cancel the contract provided IRC agrees to the reasoning and payment terms.  DEFAULT (Canada)If Customer does not pay any amount when due or does not meet any other obligation hereunder, then (in addition to any other remedies available at law or in equity) IRC may accelerate any balance due and require immediate payment thereof, may repossess the Product(s), and may resell the Product(s), in each case, to the extent permitted by applicable law. The net proceeds of any such resale, after IRC's cost of repossessing, removing, transporting, reconditioning, refabricating, storing, and reselling the Product(s), and all other associated costs, will be applied to the unpaid balance owed by Customer. Customer will remain liable for any deficiency which remains after such resale, and IRC will return to Customer all net proceeds in excess of Customer's unpaid balance. With respect to any delinquent payment(s) or accelerated balance(s), Customer will pay a finance charge at the rate of eighteen percent (18%) annually, or at the maximum applicable lawful rate of interest permitted by the laws of the state or province to which the Products are shipped, if lower, computed from the date each delinquent payment of accelerated balance shall have become due. Furthermore, in any action initiated to enforce the terms and conditions of this Agreement following Customer's default, IRC shall recover as part of its damages all cost, expenses, and attorney fees incurred in connection with any actions taken on account of such default.  WARRANTY, DISCLAIMERS, AND LIMITATIONS ON LIABILITY All warranties applicable to the Products are set forth in the Warranty Statement included in this section below. No other warranties are offered by IRC with respect to the Products and IRC has not authorized any employee or agent to offer any warranties except those expressly set forth herein.  MISCELLANEOUS This Agreement (including, without limitation, the Terms and Conditions of Sale) are to be interpreted under the laws of the province of New Brunswick, and the federal laws of Canada applicable therein, without regard to principles of choice of law. Course of dealing, course of performance, course of conduct, prior dealings, usage of trade, community standards, and customary practice or interpretation in matters involving the Products or the design, sale, delivery, installation, use, or maintenance of the Products or of similar or dissimilar goods shall not serve as references in interpreting the terms and conditions of this Agreement. Notwithstanding any other provisions, and in addition to all other conditions and exclusions set forth herein, IRC will not be liable for any delay or default in performance caused by events beyond its control, including (by way of example and not by way of limitation) any acts of God, any acts of third parties, any acts of Customer or any of Customer's employees, agents, or representatives, acts of civil or military authorities, fires, floods, and other similar and dissimilar natural causes, riots, wars, sabotage, vandalism, embargoes, labor disputes, strikes, lockouts, lack or shortage of transportation, labor, materials, supplies, fuel, power, or other resources, delays in receiving any permits or licenses, delays caused by any laws, regulations, proclamations, ordinances, or any government action or inaction, delays caused by contractors and subcontractors, or any other cause or condition beyond IRC's control. In the event of any such delay or default, the time for performance of obligations of IRC will be extended for a commercially reasonable period of time. IRC reserves the right to allocate its available supplies among its customers on such basis as IRC may deem fair and practical under the circumstances without liability for any resulting failure of performance. Customer's payment obligations hereunder are independent of any other obligations Customer or IRC may have under the terms and conditions of this Agreement or any other contract or account with IRC or any other business unit of IRC. Customer will not exercise any right of offset in connection with any balances due under the terms and conditions of this Agreement or under any other contract or account with IRC or any other business unit of IRC. All sales are subject to IRC's senior management review and approval of credit matters and any terms, conditions, or descriptions inconsistent with the terms and conditions of this Agreement. Any failure by IRC at any time, or from time to time, to enforce or require the strict keeping and performance by Customer of any of the terms and conditions of this Agreement shall not constitute a waiver by IRC of a breach of any such terms or conditions, nor shall it affect or impair such terms or conditions in any way, or the right of IRC at any time to avail itself of such remedies as it may have for any such breach or breaches of such terms or conditions. A waiver of any of the terms or conditions hereof must be in writing and signed by IRC. Any such waiver shall not be deemed a continuing waiver, but shall apply solely to the instance to which the waiver is directed. If any of these terms or conditions or portion thereof are rendered unenforceable under the law, all remaining terms and conditions of this Agreement not affected by such determination shall remain in full force and effect and shall be binding upon IRC and Customer. Except as otherwise provided in writing, nothing contained herein shall be construed to give any rights or benefits to anyone other than IRC and Customer, and all duties and responsibilities undertaken pursuant hereto will be for the sole and exclusive benefit of IRC and Customer and not for the benefit of any other party.   WARRANTY STATEMENT If a faulty product is returned to IRC, IRC will repair, replace or refund the faulty product in a timely manner so long as it is deemed by IRC that the fault is in fact that of IRC’s. Once goods have left the IRC’s facility IRC is no longer accountable for any damages to the goods if applicable, see transportation for claims in this instance. 

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