Terms of service

The following Terms and Conditions of Sale (the “Terms of Sale”) apply to the purchase of all products (the “Products”) through the eCommerce platform operated by Global Drain Technologies Inc. dba Slot Drain Systems Inc., a Manitoba corporation (“Seller”). By placing an order through Seller’s eCommerce platform, the purchaser (“Buyer”) agrees to these Terms of Sale. Any amendment, waiver, or other alteration of these Terms of Sale by Seller shall be effective only if made in writing and signed by a designated officer or director of Seller. Any attempt by Buyer to alter or amend these Terms of Sale through purchase orders, acknowledgments, or other documentation shall be void.

 

1. Entire Agreement; Assent to and Acceptance of Terms of Sale.  These Terms of Sale constitute a complete and exclusive statement of the agreement between Seller and Buyer with respect to, and shall exclusively govern, the purchase of the Products by Buyer through Seller’s eCommerce platform. These Terms of Sale shall continue in effect until terminated in writing by Seller. In the event of a conflict between the terms and conditions contained in an order confirmation email or invoice and those contained in these Terms of Sale, the terms contained in these Terms of Sale shall govern. Buyer’s submission of an order through Seller’s eCommerce platform constitutes acceptance of these Terms of Sale. Seller hereby objects to any additional, contradictory, or different terms contained in any other communication from Buyer. Seller’s failure to object specifically to provisions contained in Buyer’s communications shall not be deemed a waiver of the provisions contained in these Terms of Sale.

 

1. Payment.  All orders must be paid in full at the time of purchase using the payment methods provided on the eCommerce platform, which may include credit cards, wire transfers, or other electronic payment systems. All payments shall be made in U.S. dollars unless otherwise specified. Unpaid balances outstanding for more than fifteen (15) days shall be subject to a finance charge, until such outstanding amounts are paid in full, at a rate equal to the lesser of (i) eighteen percent (18%) per annum or (ii) the maximum rate permitted by law. If Seller, in its sole discretion, determines that Buyer’s financial condition is inadequate or otherwise unacceptable, Seller may refuse to fulfill the order or require full payment in advance.

 

1. Prices; Taxes, Freight and Other Costs.  Prices for Products are as displayed on Seller’s eCommerce platform at the time of purchase and do not include applicable taxes, duties, tariffs, or shipping costs, which shall be calculated and displayed at checkout. Buyer is responsible for all such costs and expenses.

 

1. Title; Risk of Loss; Delivery.  Title to the Products and risk of loss shall pass to Buyer at the time the Products leave Seller’s warehouse. Buyer shall be responsible for all loss or damage to the Products that occurs during shipping. Delivery dates provided during checkout are approximate and Seller shall not be liable for any delays in delivery caused by the carrier or other circumstances beyond Seller’s control.

 

1. Inspection; Acceptance of Products.  Please inspect your order upon receipt. If the item is defective, damaged, or incorrect, contact us immediately at  orders@globaldraintech.com so we can resolve the issue promptly.  Products shall be deemed accepted by Buyer unless Buyer provides Seller, within ten (10) days of delivery, a written notice specifying all defects or discrepancies in the quality or quantity of Products. Seller reserves the right to inspect any damaged or nonconforming Products. Failure by Buyer to provide timely notice shall constitute irrevocable acceptance of the Products and waiver of all claims for defects or nonconformance.

1. Return Policy:  Products may be returned within thirty (30) days of delivery, provided they are in original, unused condition with all packaging intact. Custom-made or special-order Products are not eligible for return. Buyer must contact Seller at orders@globaldraintech.com to obtain a return authorization (RA) prior to returning any Products, and the RA number must be clearly marked on the return shipment. All eligible returns are subject to a restocking fee of twenty percent (20%) of the purchase price. Buyer is responsible for all return shipping costs unless the return is due to Seller’s error. Refunds will be issued within ten (10) business days after Seller inspects and approves the returned Products. Products that do not meet the return conditions will not be refunded.

  

1. Force Majeure.  Seller shall not be liable for delays in delivery or for failure to perform, and performance shall be excused, if such failure is due to causes beyond the reasonable control of Seller or its subcontractors, including. but not be limited to, force majeure, acts of God, acts or omissions of Buyer, acts of civil or military authorities, fire, strikes, power surges or outages, epidemics, quarantine restrictions, flood, natural disasters, riot, war, delays in transaction or inability to obtain necessary labor, materials or supplies or any cause which renders Seller’s performance commercially impractical under Section 2-615(a) of the Uniform Commercial Code, as amended.

 

1. Intellectual Property.  Buyer hereby acknowledges and agrees that Seller is the owner of the entire right, title and interest in the Intellectual Property (as defined below).  Buyer further acknowledges and agrees that (i) Seller has exclusive rights to use the Intellectual Property and that any unauthorized use of the Intellectual Property is and shall be deemed an infringement of Seller’s rights; (ii) Buyer acquires no right, title or interest in the Intellectual Property; and (iii) any and all goodwill associated with the Intellectual Property shall inure exclusively to Seller’s benefit. For purposes of this Section 9, “Intellectual Property” shall mean: (a) any commercial trademarks, service marks, trade names, slogans, designs, insignia, emblems, symbols, brand names, market identities and other proprietary business identifying characteristics now used or hereinafter used by Seller; and (b) any patents, copyrights, trade secrets, technology, product designs or ideas, or other intellectual property rights owned by Seller; (c) any shop drawings or approval drawings relating to Products that Seller provides to Buyer. Under no circumstances will Buyer acquire any right, title, or interest in any of such Intellectual Property by virtue of the purchase or sale of Products under this or any Quotation or other Purchase Order. All work product or other technology or inventions developed by Seller, either alone or with others, under or in connection with any Quotation or Purchase Order will remain the property of Seller and will not be assigned to or constitute property of Buyer (whether as work product, “work-made-for-hire,” or otherwise).

 

1. Confidentiality. Buyer agrees to maintain in strict confidence and will not, directly or indirectly (including through its principals, employees, agents or affiliates), disclose, divulge, transmit, publish, releaseto any person, firm, corporation or other entity whatsoeverany confidential or proprietary information relating to the Seller’s products, services, pricing, technology, business relationship, or customers, or otherwise relating to the Seller’s business operations, including without limitation any shop drawings or approval drawings relating to the Seller’s products or prepared for the Buyer (collectively, the “Confidential Information”). Buyer will at all times use the same level of care (but in any event will not use less than commercially reasonable care), to prevent disclosure of the Confidential Information that it uses with its own information of similar sensitivity or importance. Buyer acknowledges that all Confidential Information compiled or obtained by, or furnished to Buyer, in connection with the Products, a Quotation or a Purchase Order, is confidential information and the Seller’s exclusive property. Buyer shall be responsible for any disclosure of Confidential Information in violation of this Section 10 by any of its principals, employees, affiliates, or agents.

 

1. Limited Warranty; Exclusive Remedy. EXCEPT AS SET FORTH IN ANY APPLICABLE LIMITED WARRANTY THAT MAY BE GIVEN BY SELLER AND IN EFFECT WITH RESPECT TO THE PRODUCTS, SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS.  TO THE MAXIMUM EXTENT PERMITTED BY LAWSELLER DISCLAIMS ANY WARRANTY WITH RESPECT TO THE MERCHANTABILITY OF THE PRODUCTS OR THE FITNESS OF THE PRODUCTS FOR ANY PARTICULAR PURPOSE OR USE OF BUYER AS WELL AS ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS ARISING BY ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.  SELLER FURTHER DISCLAIMS ANY WARRANTY WITH RESPECT TO THE CONFORMANCE OF THE PRODUCTS WITH ANY REQUIREMENTS OR SPECIFICATIONS PROVIDED BY BUYER, UNLESS THE CONFORMANCE WITH SUCH REQUIREMENTS OR SPECIFICATIONS HAS BEEN SPECIFICALLY AGREED TO BY SELLER IN WRITING. Any warranty made by Seller will be expressly subject to proper use of the Products in accordance with any directions for use or other applicable instructions or documentation. No warranty shall apply in situations of error, omission, or negligence in connection with installation, maintenance, operation, or use of the Products. Further, and unless otherwise specified in any applicable limited warranty given by Seller with respect to the Products, any course of action for breach of any warranty given by Seller shall be brought within one (1) year from the date the alleged breach was discovered or should have been discovered, whichever occurs first.  BUYER’S SOLE REMEDY IN THE EVENT OF A BREACH OF THE FOREGOING WARRANTIES IS THE REPAIR OR REPLACEMENT OF THE AFFECTED PRODUCT BY SELLER. Seller’s repair or replacement of any Products in the manner contemplated by this provision or any limited warranty provided by Seller will not be deemed an admission of any fault on the part of Seller or an admission that the Products are otherwise defective or non-conforming.

 

1. Limitation of Liability.  IN NO EVENT SHALL SELLER’S LIABILITY ARISING IN CONNECTION WITH OR UNDER THESE TERMS OF SALE (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT LIABILITY, MISREPRESENTATION, FRAUD, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LAW) EXCEED THE PURCHASE PRICE OF THE PRODUCTS.

 

1. Disclaimer of Consequential Damages; Buyer Indemnity.  IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT LIMITATION, BREACH OF ANY OBLIGATION OR WARRANTY IMPOSED ON SELLER HEREUNDER OR IN CONNECTION HEREWITH.  “CONSEQUENTIAL DAMAGES” FOR PURPOSES HEREOF SHALL INCLUDE, WITHOUT LIMITATION, LOSS OF USE, INCOME OR PROFIT, OR LOSSES SUSTAINED AS THE RESULT OF INJURY TO ANY PERSON, OR LOSS OF OR DAMAGE TO ANY PROPERTY (INCLUDING, WITHOUT LIMITATION, PROPERTY HANDLED OR PROCESSED THROUGH THE USE OF THE PRODUCTS), DAMAGES OR LOSSES RESULTING FROM CLAIMS OF OTHER PERSONS AGAINST BUYER, OR DAMAGES OR LOSSES SUSTAINED AS THE RESULT OF WORK STOPPAGE.  BUYER SHALL INDEMNIFY SELLER ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES AND AGENTS AGAINST ALL LIABILITY, COST OR EXPENSE WHICH MAY BE SUSTAINED BY SELLER ON ACCOUNT OF ANY SUCH LOSS, DAMAGE OR INJURY.  Without limiting the foregoing, under no circumstances will Seller be responsible for any purchase price reimbursements, costs, penalties, fees, or other amounts associated with Buyer’s purchase or acquisition of any replacement product.

 

1. Compliance with Laws; Regulatory Matters.  Buyer represents and warrants that Products will not be used, resold, transferred, exported or reused in any way by Buyer in violation of any laws, regulations of any federal, local, provincial, state, municipal or other governmental entity including export/import controls imposed by the U.S. or Canadian Government (collectively, the “Regulations”). In the event Buyer knows or is aware of any Regulation that would adversely impact the transaction(s) contemplated by a Quotation and/or a Purchase Order, Buyer shall immediately advise Seller of the same. If Seller, in its sole discretion, determines that the effect of the Regulations is a material increase in Seller’s risk with respect to such transaction, Seller may, without cost, liability or penalty of any kind, withdraw or cancel its Quotation and/or revoke its acceptance of a Purchase Order.

 

1. Disputes.  Any contract arising hereunder or relating hereto shall be governed by the laws of the Province of Manitoba, without regard to any conflict or choice of law provisions. All disputes, controversies or claims arising out of or in connection with these Terms of Sale shall be submitted to and be subject to the jurisdiction of the courts of the Province of Manitoba. The parties submit and attorn to the exclusive jurisdiction of the courts of the Province of Manitoba to finally adjudicate or determine any suit, action or proceeding arising out of or in connection with these Terms. Not with standing the foregoing, Seller may institute an action for collection of any amount due from Buyer hereunder in any court of competent jurisdiction.  No action, regardless of form, arising out of, or in any way connected with, Products may be brought by Buyer more than one (1) year after the cause of action has accrued.  It is specifically agreed that the United Nations Convention on Contracts for the International Sale of Goods shall not apply.

 

1. General.  Buyer may not assign its right under or interest in any Quotation or Purchase Order without the prior written consent of Seller.  These Terms of Sale shall be binding upon and inure to the benefit of Buyer and Seller, their successors and permitted assigns.  No waiver by either party of any breach of these Terms of Sale shall constitute a waiver of any other breach. If any provision hereof is held to be invalid or otherwise unenforceable for any reason, all other terms and remaining conditions will continue to be in force.  Buyer shall reimburse Seller for all legal fees and disbursements necessarily incurred in order to enforce these Terms of Sale or any provision hereof or to secure cost and/or damages pursuant to any other remedy, legal or equitable, arising from Buyer’s breach hereof.