Scope of Agreement
This document, along with Excelloite’s quotation (if provided), constitutes the entire agreement between us regarding the goods and services specified in the quotation or your order. It supersedes all prior negotiations, proposals, correspondence, or dealings between us. By entering into this agreement, you acknowledge that you have not relied on any representations from us other than those expressly stated herein.
Cost Increases
Any increase in costs beyond our control will result in a corresponding increase in the price. This includes statutory charges, the cost of raw materials, components, goods, or services, labor rates, and any other costs beyond our control.
Completion Dates
Time is not of the essence under this Agreement. While completion dates are provided in good faith, they are not considered contractual terms. We will make reasonable efforts to complete the work by the estimated date, but failure to do so does not entitle you to cancel the Agreement or claim compensation. Timely receipt of your instructions and necessary particulars is essential for meeting completion dates.
Force Majeure
We are not liable for failure to deliver or delays due to causes beyond our reasonable control, including acts of God, governmental actions, labor disputes, or inability to obtain materials. In such cases, the delivery or completion date is extended by a period equal to the delay.
Assignment of Rights
We reserve the right to assign our rights under this Agreement to successors, nominated transferees, or assigns without your consent. We may also assign, subcontract, or transfer any rights or obligations under this Agreement to other parties.
Retention of Title in Goods Sold
Ownership of goods supplied remains with us until full payment is received. Risk passes to you upon delivery. We reserve the right to register our security interest in the goods under applicable law.
Warranty for Services
Services are warranted for three months from completion, provided they are performed in accordance with the quotation and with due care and skill. Notification of any claims must be made in writing within the warranty period. The warranty excludes modifications made by you or on your behalf.
Warranty Conditions – Canadian Consumer Law
If you are a Consumer under Canadian Consumer Law and there is a breach of warranty, we will repair, replace, or refund the goods or services as required. All other implied terms, conditions, and warranties are excluded to the extent permitted by law.
Limitation of Liability
We are not liable for indirect, consequential, or special losses arising from this Agreement. Our liability is limited to repair, replacement, or refund as provided under Canadian Consumer Law or, for other obligations, by the payment of one dollar.
Payment
Invoices must be paid in full within 30 days. Failure to do so may result in interest charges and suspension or termination of work. We reserve the right to withdraw or suspend credit facilities at any time.
Intellectual Property
All intellectual property rights in the services provided are owned by us, except for specified materials provided by you. Unauthorized reproduction or modification of services is prohibited without our consent.
Termination of Agreement and other Rights
We may terminate the agreement or take other actions in case of default by you. Our rights upon default include termination, suspension of work, reclaiming goods, and retaining security or payments.
General Matters
This agreement is governed by the laws of BC, Canada. Invalid or unenforceable provisions will be read down or severed, but the remainder of the agreement will remain in effect.