SOS General Terms and Conditions

All orders for the product/equipment (hereinafter called “Product/Equipment” manufactured or supplied by SOS Customer Services Inc. (hereby called “SOS”) shall be subject to these conditions of sale. No modification or additional conditions will be binding upon SOS unless agreed to in writing and signed by an authorized officer of SOS.

A) Quotations:
All quotations are only valid when signed by an authorized officer of SOS, are subject to change without notice and are valid for a period of 30 days from the date shown on the face thereof. After expiration of this period, all quotations are subject to confirmation. It is understood that stenographic or clerical error are subject to correction.

B) Terms
All invoices for hoists, components, drives and parts shall be due and payable within 30 days on shipment or notification of readiness to ship or upon installation of goods. These terms or those shown in the quotation apply only if the Purchaser’s credit is acceptable to SOS, the Purchaser hereby consents to a third party credit check. Down payments or progress payments, are due payable immediately from the date of rendering the invoice. The Purchaser expressly agrees to pay applicable storage charges from the date originally foreseen for shipment until the actual date of shipment. SOS reserves the right to charge on all overdue amounts at 2% per month for delayed payments and the Purchaser expressly agrees to accept these charges. If at the time of shipment the financial responsibility appears unacceptable to SOS, the Purchaser recognizes the right of SOS to insist upon cash payment for all outstanding amounts. All payments are to be made at SOS place of business specified in the quotation.

C) Delivery
Any shipping dates are approximate only, but SOS will attempt to meet them, where possible. SOS shall not be liable for delays in manufacturing or delivery or failure to manufacture or deliver due to causes beyond his reasonable control. SOS reserves the right in the event of late or non payment of any invoice amount, to alter production/supply schedule or to withhold shipment of goods until satisfactory settlement of account between the Purchaser and SOS. SOS will not accept any penalty clause contained in any specification submitted by a Purchaser unless an authorized officer of SOS specifically agrees to such clause in writing.

D) Acceptance
No order shall be binding upon SOS until accepted in writing by an authorized officer of SOS.

E) Changes
SOS will not accept changes to specifications subsequently to the acceptance of any order unless such changes are requested in writing and the Purchaser agrees to pay, in addition to the original purchase price, a sum to be fixed by SOS. The amount of such sum shall be computed by reference to the additional cost of modifying partially or completely manufactured Product/Equipment.

F) Cancellation
Any order placed with, and accepted by SOS is not subject to cancellation by the Purchaser, unless an authorized officer of SOS to the contrary signs an agreement. In case of cancellation is agreed to by SOS, the Purchaser agrees to pay to SOS cancellation charges based upon already incurred expenses and commitments made by SOS.

G) Taxes
All prices quoted in the quotation are exclusive of all Federal and Provincial Taxes payable in respect of the sale of Product/Equipment, unless otherwise specified in the quotation. Federal and Provincial taxes payable are to be borne solely by the Purchaser.

H) Risks
Product/Equipment shall be at the risk of the Purchaser from the time of delivery to the carrier and the risk of loss from theft, mysterious or unaccountable disappearance or any other cause other than the negligence of SOS, shall be solely that of the Purchaser. The Purchaser agrees to procure and keep in force, until full and final payment of the order, comprehensive insurance for an amount at least equal to the purchase price, with loss payable to SOS of the Purchaser as their interest may appear and provide proof of such insurance to SOS.

I) Title
Title to the Product/Equipment sold hereunder and the additions thereto and the right to possession thereof shall not pass from SOS to the Purchaser until all payments have been fully made by the Purchaser. In the event of failure of payment SOS may immediately enter the premises where the said Product/Equipment is located and seize possession of and remove the same and may retain any partial payments already received as rental charges for the used of the Product/Equipment without affecting any further claims which SOS may have against the Purchaser.

J) Provisions for Erection
If erection or installation labour is included in the contract, the erection price is subject to the following conditions: 1) The Purchaser shall provide and pay for all necessary public inspection, licenses and building permits; 2) The erection price is based on labour to be paid on a one shift straight time basis, unless otherwise stated and does not include premium for overtime labour. If for any reason, the Purchaser requests installation to be done on overtime, he agrees to compensate SOS for the additional cost of the premium wages, plus all applicable taxes and insurance; 3) The erection price is based on proximity of unloading areas from the installation area. SOS and all installation equipment that SOS shall deem necessary shall have free access to the installation area; 4) The Purchaser shall ensure that the site is in such state of preparedness as will allow the use of all erection equipment. Without limiting the generality of the above, the Purchaser shall clear the site selected for installing the Product/Equipment and at his cost, make any modification required by SOS to install the Product/Equipment and keep this site free of water, debris and other obstructions; 5) The Purchaser shall provide proper lighting, piping, and wiring necessary for the installation and testing of the Product/Equipment at the time of installation; 6) The Purchaser agrees to hold SOS harmless against any loss or damages caused by accident, fire, theft, or negligence occurring upon the premises of the Purchaser, unless solely caused by the willful negligence of SOS; 7) The erection price is based upon the use of Equipment as specified in the quotation; 8) It is the Purchaser’s responsibility to supply and install power supply lines to a point situated approximately in the middle of the crane runway.

K) Limitation of Liability
SOS’s liability under the agreement shall be limited to the amount of the actual direct damages incurred by the Purchaser or the price paid by the Purchaser to SOS for the Product/Equipment or to the replacement of such Product/Equipment, which ever is the lowest. The Purchaser shall be entitled to no other remedy regardless of the form of claim or cause of action, whether bases in agreement, negligence, strict liability or otherwise. In no event will SOS be liable for any special, punitive, incidental, indirect or consequential damages including but not limited to loss of production, loss of profit, loss of use, or loss of contracts.

L) Force Majeure
Either party shall be entitled to suspend performance of it obligations under the agreement to the extent that such performance is impeded by circumstances beyond the control of the parties, including but not limited to war (whether declared or not), revolution, strikes or other labour disputes of every king and however caused, failure of supplies of power, fuel, transport, equipment or other goods or services, natural disasters, acts of government, export or import prohibitions, fire, explosions, floods, accidents, sabotage, civil commodation, riots, and breakage of loss during transportation or storage as well as delays of deliveries by the subcontractors (when caused by Force Majeure as herein defined).

M) Warranty
1) SOS warrants to the best of its knowledge the Product/Equipment is free from defects caused by faulty design, materials or workmanship, which would prevent the electrical or mechanical functioning of the Product/Equipment. However, should such defect occur during this period of warranty, SOS will, at its option either repair the defects or supply the correct parts free of charge, F.O.B. SOS Customer Services Inc., 1025 Lorimar Drive, Mississauga, Ontario. The cost of disassembling and installing a repaired or replaced part furnished under this warranty is excluded. 2) The period of the warranty is strictly limited to and determined by the original Product/Equipment Manufacture and/or supplier. All Product/Equipment sold by SOS are warranted only to the extent of the Manufacturer/Suppliers warranty, and only to Purchaser for resale or for use in their business. All Products/Equipment are warranted against defects in workmanship or materials in accordance with the individual manufacturer’s warranty policy. 3) The Purchaser shall without delay given written notice to SOS of any defects in the Product/Equipment, which the Purchaser has discovered and requires to be corrected under this warranty. 4) This warranty is given on condition the Product/Equipment is in all respects operated, handled, serviced and maintained properly, in accordance with SOS instructions and under specified operating conditions. 5) Excluded from any warranty are those parts: a) to which repair or replacement becomes necessary due to normal wear and tear or due to vandalism (hoist brake linings, rope guides, pendant cables, etc.); b) which are exhaustible items including but not limited to such items as bulbs and fuses; c) on which repairs, alterations or adjustments have been preformed or begun by the Purchaser or any other third party without the consent of SOS; d) which failures are not promptly reported to SOS within the restricted warranty period; e) which failures or damage are due to negligence other that SOS, accident abuse, improper installation (other than installations made by the Vendor), improper operation, or abnormal conditions of temperature, moisture, dirt or corrosive matter; f) which have been damaged otherwise without the fault of SOS. 6) This warranty is only applicable when SOS has received full payment in accordance to the terms of payment. 7) SOS and the Purchaser agree that any claim made by the Purchaser which is inconsistent with warranty remedies herein, and in particular consequential and incidental damages, are expressly excluded. No warranty, condition or affirmation of fact, express or implied, other than as set forth in the warranty stated above is made or authorized by SOS. Any and all representations and warranties, express or implied, legal, statutory, conventional or otherwise with respect to the Products/ Equipment (including, implied warranties as to merchantability or fitness for a particular purpose) whether pursuant to the sale of goods act of any Province or otherwise.

N) Costs of Collection
If Purchaser defaults in any of it’s obligations hereunder, Purchaser agrees to pay SOS’s costs of collection, including but not limited to attorney’s fees and court costs.

O) Entire Agreement / Amendment / Choice of Forum and Governing Law
The terms and conditions set forth herein constitute the entire agreement concerning the sale of SOS’s Products. This agreement supersedes all prior written and oral agreements and can only be modified or amended in writing, signed by a duly authorized representative of SOS. This agreement shall be governed in all respects by the law of the Province of Ontario. Any action arising out of the sale of SOS’s Product/Equipment, including any action for breach of warranty, must be commenced within two (2) years following the date of shipment of SOS’s Product/Equipment to Purchaser, and must be commenced in Ontario in the Federal, the Superior or Provincial court, as applicable.

P) Product Liability Indemnity
Purchaser shall indemnify and hold SOS harmless from and against all claims, demands, actions and causes o faction that are brought against Seller by any person for the bodily injury, sickness, disease or death of any person arising out of or in any way connected to the selection, purchase, ownership, use or maintenance of SOS’s Product/Equipment. SOS shall give Purchaser reasonably prompt notice of the filing of such a suit and shall permit Purchaser to have sole control and conduct of the defense thereof, provided no reservation of rights exists. Purchaser indemnity shall include without limitation any cost, loss, expense, attorney’s fees, damages, special damages, incidental damages, punitive damages and consequential damages regardless of what legal theory they are based on.