Terms & Conditions

STANDARD TERMS and CONDITIONS of SALE

  1. GENERAL. Sales of products or services (‘Products’) by Arrow Speed Controls Limited (‘’Arrow’’) are conditioned upon the Customer’s acceptance of these terms and conditions. Any different terms and conditions that may be proposed by Customer are objected to and shall not be binding upon Arrow. Any order for, statement of intent to purchase, or acceptance of any shipment of Products shall constitute Customer’s consent to these terms and conditions of sale.
  2. PRICES. Prices to Customer for Products shall be in accordance with applicable price quotations or periodic price sheets issued by Arrow. All prices are F.O.B. Arrow`s facility in Mississauga, Ontario or Richmond, British Columbia and are subject to change at any time. Unless otherwise agreed to in writing, price quotations or estimates issued by Arrow shall be valid for 30 days from the date of issuance. Price quotations based on estimated or projected quantities are subject to increase in the event that actual quantities purchased during the specified period are less than the estimated or projected quantities.
  3. TAXES. Prices do not include any applicable sales, use or other taxes. The amount of any such taxes that Arrow may be required to pay or collect may be added to each invoice or separately invoiced by Arrow to Customer.
  4. PAYMENT. Each shipment shall be considered a separate transaction and payment shall be made accordingly. Customer shall pay all invoices to Arrow in accordance with their terms within 30 days of date of invoice. Arrow reserves the right at all times to vary, change or limit the amount or duration of credit to be allowed to Customer. Arrow may, at its option, require all sales to Customer to be made on a C.O.D. basis or other credit arrangements satisfactory to Arrow. If shipments are delayed by Customer, Arrow may demand payment 30 days from the date Arrow is prepared to make shipment or has otherwise completed it work. Product held for Customer because of such delay shall be held at Customer’s risk and expense. Any past due amount shall be subject to interest at the monthly rate of 1% or the highest rate permitted by law and Customer shall be responsible for all costs and expenses incurred by Arrow, including attorneys’ fees and costs, in collecting its invoices or other past due payments.
  5. TITLE AND RISK OF LOSS. Title and risk of loss and damage shall pass to Customer F.O.B. Arrow's facility in Mississauga, Ontario or Arrow's facility in Richmond, British Columbia.
  6. DELIVERY. Arrow will use responsible efforts to fill Customer orders in a timely manner. Lead-time requirements and other delivery dates will vary according to the Manufacturer`s manufacturing and other conditions, and all delivery dates are only estimates. Delay in delivery of any shipment shall not relieve Customer of its obligation to accept such shipment. Notwithstanding any request by Customer, Arrow shall, without incurring any liability, exercise its own discretion in selecting the method of shipment and the carrier.
  7. LIMITED WARRANTY. Products sold by Arrow are warranted to confirm to the Product specifications therefor at the time of delivery to Customer and remain free from defects in workmanship and material for the period specified on the written limited warranty separately provided to Customer for the particular type of Product involved. Any Product or components thereof which, in Arrow’s judgment, fail to meet their specifications while in normal use and service due to a manufacturing defect in material and/or workmanship shall, at Arrow’s option, either be repaired or replaced by Arrow at no charge to Customer. Arrow’s obligation shall be limited solely to repair or replacement of the Products or components thereof. Such obligation to repair or replace is conditioned upon receipt by Arrow of notice of any alleged non-conformance to specifications within thirty (30) days after delivery to Customer and of any alleged defect in material or workmanship within thirty (30) days after discovery. Products or components which Arrow consents or directs in writing to be returned shall be returned to Arrow, freight prepaid, F.O.B. Arrow’s facility in Mississauga, Ontario or at such other destination as directed by Arrow in accordance with Arrow’s standard return policy. The foregoing warranties shall not apply to Products that have been repaired other than with Arrow’s authorization and by Arrow’s approved procedures, that have been subjected to misuse, abuse, improper maintenance, negligence or accident, that have been damaged by excessive physical or electrical stress or that have had a serial number altered, defaced or removed. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PRATICULAR PURPOSE. ARROW SHALL HAVE NO RESPONSIBILITY FOR ANY PARTICULAR APPLICATION MADE OF ANY PRODUCT.
  8. LIMITATION OF LIABILITY. EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN SECTION 7 OF THESE THERMS AND CONDITONS OF SALE, THERE ARE NO OTHER EXPRESS WARRANTIES, WHETHER WRITTEN OR ORAL, OTHER THAN THIS PRINTED LIMITED WARRANTY, ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE INMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE ARE HEREBY EXPRESSLY EXCLUDED, IN NO EVENT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL ARROW BE LIABLE TO CUSTOMER OR ANY THIRD PARTIES FOR INDIRECT, INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO,LOST PROFITS, LOSS OF USE OF PRODUCTS, LOST PRODUCTION, LOSS OF CUSTOMERS, LOST GOODWILL OR DOWN TIME.
  9. FORCE MAJEURE. Arrow shall not be liable for damage as a result of any delay of failure of delivery due to any delay of failure of delivery due to any cause beyond Arrow’s reasonable control, including, without limitation, acts of God, acts of Customer, acts of government, fire, accident, strike, slow down, war, riot, delay in transportation or inability to obtain necessary labor, materials, fuel or part. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of such delay. If the delay is caused by an act of Customer, Arrow shall also be reimbursed for any additional costs arising from such delay.
  10. CANCELLATIONS. Customer’s wrongful non-acceptance of Products or cancellation or repudiation of its order shall entitle Arrow to recover, in addition to any incidental damages caused by Customer’s wrongful non-acceptance, cancellation or repudiation either the price of such Products or, in the case of Products for which other customers exist or where an action for the price is not otherwise permitted by law, damages equal to the profit (including reasonable overhead) which Arrow would have realized had Customer fully performed, plus, in the case of special orders, Arrow’s expenses incurred prior to receipt by Arrow of notice of non-acceptance, repudiation or cancellation by Customer.
  11. CHANGES AND DRAWINGS. The Product Manufacturer reserves the right to change or modify the specifications, design, drawings and construction of any Products and to substitute other suitable material. If drawings are furnished, they are submitted only to show general style and arrangement of the Products, except as otherwise agreed to by Customer and Arrow in writing.
  12. INTELLECTUAL PROPERTY RIGHTS. Arrow’s obligation contained in this paragraph shall be subject to the conditions that the Customer promptly notify Arrow in writing, after Customer receives notice or obtains knowledge of any claim suit or proceeding brought against Customer that the Products infringe any Canadian patent or copyright, and, at Customer’s expense, provide full information and assistance as requested by Arrow to support a defense. Arrow may, in the event of any such claim, suit or proceedings, modify or replace the affected Products to eliminate the alleged infringement or give customer a refund of the price of the affected Products in lieu of any other obligation or responsibilities under this provision. Arrow shall have no liability for any infringement arising out of: (i) the combination of any Product with any other product whether or not furnished to Customer by Arrow; (ii) the modification of any Product unless such modification was made by Arrow; (iii) any information, data, service or application assistance furnished to Arrow by Customer; or (iv) any claim of infringement of a patent in which Customer or any affiliate of Customer has an interest or license. Under no circumstances shall Arrow be liable for any costs or expenses incurred without Arrow’s prior written authorization. The foregoing states the entire responsibility of Arrow with respect to any alleged intellectual property right infringement or violation in connection with the Products. In no event shall Arrow’s total liability to Customer under this paragraph exceed the aggregate sum paid by Customer to Arrow for Customer shall convey any license by implication, estoppel or otherwise under any trademark, patent or proprietary right of Arrow.
  13. GOVERNING LAW. These terms and conditions of sale shall be governed by and interpreted and construed in accordance with the laws of the Province of British Columbia.
  14. SEVERABILITY. If any provision contained in these terms and conditions shall be determined to be illegal or unenforceable in any respect, these terms and conditions shall be construed as though such illegal or enforceable provision is not included therein and shall otherwise be fully enforceable.
  15. EXPORTS. Products are sold to Customer in Canada. Any exporting of Products or any technology related to Products is by Customer and not Arrow. Customer is solely responsible, at its own expanse, for complying with all applicable export laws and regulations relating to the export of Products and components thereof and with obtaining any necessary export license, permit or other approval which may be required in connection with the export or re- exportation of any Products. Customer shall execute any documents requested by Arrow for the purpose of complying with the Canadian laws and regulations. If such documents are not properly completed and submitted to Arrow as requested, Arrow may terminate the sale of Products to Customer at any time with no further liability to Customer.
  16. PRODUCT LIABILITY. Arrow shall maintain product liability insurance with respect to the Products written by an insurance company licensed to do business in Canada in the amount not less than $2,000,000 combined single limit. Except to the extent applicable coverage under such product liability insurance, Customer shall have no claim or right against Arrow with respect to any suits or claims against Customer by any third persons resulting from the occurrence of an event with the scope of the coverage of such insurance (without to the dollar amount of coverage), and Arrow shall bear no responsibility or liability to Customer with respect to any such suits or claims by an third persons or any liabilities, losses, expenses or damages incurred or suffered by Customer as a result thereof.
  17. INDEPENDENT CONTRACTORS. Arrow and Customer are independent contractors and their relationship is not one of principal and agent. No act or obligation of either party is in any way binding upon the other Party.
  18. NDEMNITY. Each of Buyer and Seller (as an "Indemnifying Party") shall indemnify the other party (as an "Indemnified Party") from and against claims brought by a third party, on account of personal injury or damage to the third party's tangible property, to the extent caused by the negligence of the Indemnifying Party in connection with this Contract. In the event the injury or damage is caused by joint or concurrent negligence of Buyer and Seller, the loss or expense shall be borne by each party in proportion to its degree of negligence. For purposes of Seller's indemnity obligation, no part of the Products or Site is considered third party property
  19. NO WAIVERS. No failure by Arrow to enforce at any time any of these terms and conditions of sale shall be deemed or construed to constitute a waiver of the same or any other provision of these terms and conditions then or thereafter and Arrow shall have the right thereafter to enforce each and every term and condition.
  20. NOTICES. All notices and other written communications in connection with these terms and conditions of Sale shall be in writing and shall be sent by first class mail, postage prepaid to Arrow at the following Address or any other address as is specified by a party by notice given in accordance herewith:
    ARROW SPEED CONTROLS LIMITED
    13851 BRIDGEPORT RD
    RICHMOND, BC V6V 1J6
  21. NON-ASSIGNMENT. Customer may not assign any of its rights or interests under these terms and conditions of sale without Arrow’s prior written consent.
  22. TERMINATION. Arrow may terminate any and all obligations to Customer with respect to the sale of Products immediately upon notice to Customer if (a) Customer fails to make payment on the date due or to accept delivery of any shipment; (b) Customer makes any assignment for the benefit of creditors; (c) a trustee or receiver of all or a substantial part of Customer’s assets shall be appointed by any court; (d) any bankruptcy or reorganization proceeding shall be instituted by or against Customer (e) Customer becomes insolvent or unable to pay its debts or admits in writing its inability to pay its debt as they mature; or (f) Customer fails to remedy any breach of these terms and conditions within 30 days after receipt of notice of the breach.
  23. ENTIRE AGREEMENT. These terms and conditions contain all of the terms and conditions governing the sale of Products by Arrow to Customer and may not be modified or amended except by a written agreement duly executed by the parties.
  24. HEADINGS. The heading contained in these terms and conditions of sale are included for mere convenience of references and shall not be considered in any construction or interpretation of them.
  25. LANGUAGE. The parties acknowledge that they have required that this contract and all related documents be prepared in English. Les parties reconnaissent avoir exige que la pre?sente convention et tous les documents connexes solent re?dige?s en anglais. If the Buyer requests, a French version of this agreement will be used.