Terms and Conditions
Terms and Conditions
- Offer to Sell
Wade Antenna hereby offers to sell the products described in this Quotation (the “Goods”), but only on the terms and conditions described herein. If a Buyer submits to Wade Antenna a purchase order or other documentation with terms and conditions different from or additional to the terms and conditions described in this quotation, Wade Antenna hereby objects to those terms and does not consent to them. No such term shall be considered to be a part of any contract between the parties. The terms of Wade Antenna’s quotation, except for these Conditions of Sale, are not binding, do not constitute an offer and are subject to change without notice.
- Payment Terms
Payment terms are net thirty (30) days from the date of the invoice issued by Wade Antenna. Any payment not made within thirty (30) days of the date of the invoice shall be subject to a late payment charge of 1% per month (compounded) on the unpaid balance of any amount then past due.
The quoted purchase price may be increased to the extent that Wade Antenna’s cost of the Good may be increased as a result of (1) any agreements, codes, or legislative enactments made or enacted pursuant to federal, provincial or municipal legislation; and (2) increase in the cost of labor or raw materials. In addition to paying the quoted purchase price, the Buyer is solely liable for any excises, levies or taxes which Wade may be required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the Goods, and the Buyer agrees to pay the amount thereof on the same terms as it shall pay the quoted purchase price.
Wade Antenna warrants that the Goods shall conform to the description stated on the quotation supplied to the Buyer. The foregoing warranty is Wade Antenna’s sole warranty with respect to the Goods that are the subject of the quotation. All other warranties, expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, are hereby disclaimed. Wade Antenna’s liability for breach of warranty hereunder is limited solely to the replacement of the defective goods, which shall be returned to Wade Antenna’s plant, transportation charges prepaid by the Buyer; and the failure to give notice of a warranty claim within thirty (30) days from date of delivery shall constitute waiver by the Buyer of all claims in respect to such Goods. The foregoing shall constitute the sole remedy of the Buyer and the sole liability of Wade Antenna under this warranty. Effective from date of shipment, Wade Antenna guarantees each Wade Antenna and tower to be free from defects in material and workmanship under normal use and service. The manufacturer’s obligation under this guarantee is limited to one year. This guarantee does not apply to any Wade Antenna or tower or parts thereof which in the judgement of the manufacturer have been repaired or altered so as to adversely affect the parts, nor to those that have been subject to misuse or accident.
Wade warranty obligations do not apply where:
- Product is damaged by normal wear and tear;
- Product has not been installed or connected in accordance with the written installation and connection instructions provided by the Supplier;
- Damage is caused to the product by alterations made without the express written authorization of the Supplier;
- Damage to the product caused by unauthorized repair;
- Any costs incurred that are not authorized in advance by the Supplier;
- The product is used for a purpose other than the Supplier’s intended purpose for the product;
- Maintenance requirements relating to the product have not been complied with;
- Storage instructions for the product have not been complied with;
- Limitation of Liability
Wade Antenna’s liability to the Buyer, whether in contract, under and warranty, in negligence or otherwise, shall not exceed in any case the return of the amount of the purchase price paid by the Buyer and under no circumstances shall Wade Antenna be liable for special, indirect or consequential damages. The price stated for the goods is consideration for limiting Wade Antenna's liability. No action, regardless of form, arising out of the transactions under this invoice may be brought by the Buyer more than one (1) year after the date of this invoice. Without limitation of the foregoing, in no event will Wade Antenna be responsible or liable for (a) penalties or penalty clauses of any description, or (b) indemnification of the Buyer or others for costs, damages or expenses arising out of or related to the goods.
Claims by the Buyer for shortages or errors in delivery must be made within five (5) days after the delivery of the goods. Goods are sold subject to the standard manufacturing practices of Wade Antenna's suppliers.
No goods shall be returned for credit without first obtaining written consent and a formal Returned Material Authorization form (RMA) from Wade Antenna.
Delivery terms are Free Carrier (FCA) Wade Antenna’s plant, Brantford, Ontario. The Buyer shall assume all risk of loss or damage upon completion of packaging by Wade Antenna onto the carrier at our facility. Scheduled dates of delivery are determined from the date of Wade Antenna’s acceptance of any order or orders placed by the Buyer and are estimates of approximate dates of delivery, not a guarantee of a particular date of delivery. Wade Antenna shall not be liable for any damages caused by failure or delay in shipping the Goods, if such failure or delay is due to any war, embargo, riot, fire, flood, accident, mill condition, strike or other lab or difficulty, an act of the Buyer, an act of God, an act of a governmental authority, transportation shortage or failure, inability to obtain sufficient fuel, labour, materials or manufacturing facilities, or any other cause beyond the reasonable control of Wade Antenna.
Orders accepted by Wade Antenna are subject to cancellation by the Buyer only upon the express written consent of Wade Antenna. Upon such cancellation and consent, Wade Antenna shall cease work and hold for the Buyer all completed and partially completed articles and work in progress. The Buyer shall pay Wade Antenna for all work and materials that have been committed to and/or identified to the Buyer’s order plus a cancellation charge as prescribed by Wade Antenna.
In addition to the foregoing, Buyer agrees to save and hold Wade Antenna harmless from any claims, demands, liabilities, costs, expenses or judgments arising in whole or in part, directly or indirectly, out of the negligence or lack of care by the Buyer or the Buyer’s customers, agents, employees or invitees involving the use of the goods supplied by Wade Antenna. This indemnification shall include all costs, attorney’s fees and other expenses paid or incurred by or imposed upon Wade Antenna in connection with the defense of any such claim.
Installing and rigging towers, masts and antennas requires specialized skills and experience. Information supplied by Wade Antenna presumes that all products will be installed by personnel who possess these skills and who have previously installed similar products. No one should attempt to install towers or masts without these skills and experience. Wade Antenna assume no liability for faulty or dangerous installation practices. Trained and experienced personnel are available to assist in installation, maintenance, or disassembly. Contact your local installer if advice or assistance is required. All towers installations should be thoroughly inspected in accordance with Wade’s Tower Preventative Maintenance Instructions.
- Governing Law
Any agreement arising out of this transaction shall be deemed to have been made in Brantford, Ontario, Canada. The parties agree that the validity, interpretation and performance of any agreement arising out of this transaction shall be governed by the laws of the Province of Ontario without regard to conflicts of interest laws.
In the case of default or breach by the Buyer in the performance of any or all of the provisions of this agreement, Wade Antenna may cancel any outstanding order from Buyer and declare all obligations immediately due and payable, and shall in addition have all remedies afforded by the laws of Ontario , and any other applicable law. The Buyer shall in addition, be liable for Wade Antenna expenses incurred in exercising any remedies available to it, including reasonable legal expenses. All unpaid obligations shall bear interest at the contract rate provided under terms of payment above a fifteen delay. If the Buyer requests deferral of deliveries, Wade Antenna’s agreement to defer delivery shall not excuse the Buyer from its obligation to pay for the goods at the same time and in the same quantities as the original delivery schedule, including interest due pursuant to these terms and conditions. In addition to adhering to the original payment schedule, the Buyer shall pay such storage charges as Wade Antenna may assess for storing the goods awaiting delivery. If the Buyer requests deferral prior to commencement of production, Wade Antenna may require progress payments in connection with expenses for materials and services incurred by Wade Antenna in anticipation of production.
- Minimum Order Quantity
Minimum order quantity is $250 CDN, all orders that do not meet this minimum will be held until the customer increases the value of the purchase order.