Purchase Order Terms and Conditions - US

1. Terms. The terms and conditions of this Purchase Order, including those on the face hereof and those set forth below and in the Supplemental Terms and Conditions attached hereto, if any, represent the entire agreement between Seller and Buyer. Acceptance is limited to the terms and conditions of this Purchase Order, and no purported revisions of, additions to, or deletions from this Purchase Order shall be effective, whether in Seller's proposal, invoice, acknowledgment or otherwise, and no local, general or trade custom or usage, shall be deemed to effect any variation herein unless expressly agreed to in writing by Buyer's authorized representative. The delivery of any goods or the furnishing of any services pursuant to this Purchase Order shall constitute acceptance by Seller of this Purchase Order subject to, and in strict accordance with, all of its terms and conditions. To the extent that terms appearing on the face of this Purchase Order are inconsistent with those set forth herein, the terms on the face shall govern. Any reference on the face of this Purchase Order to Seller's proposal shall be exclusive of any terms and conditions attached to or referred to therein.
2. Specifications. All goods and services furnished pursuant to this Purchase Order shall strictly conform to the specifications, descriptions and warranties set forth in this Purchase Order. No change in this Purchase Order shall be made except upon written application to, and subsequent written authority of, Buyer.
3. Time and Place of Delivery; Buyer's Inspection; Acceptance Time is of the essence of this Purchase Order. Delivery will be made as specified on the face of this Purchase Order. Buyer reserves the right to reject goods and to cancel all or any portion of this Purchase Order in the event of failure to deliver at the time and place specified. Buyer's acceptance of any part of a shipment not delivered as specified herein shall not obligate Buyer to accept the remainder of that shipment or any future shipments. If Seller is required to provide Material Safety Data Sheets, they will be delivered to Buyer prior to delivery of any goods under this Purchase Order. All goods shall be received subject to Buyer's inspection and acceptance, and subject to Buyer's right to reject and return at Seller's expense goods which fail to conform strictly to the requirements of this Purchase Order. All materials are subject to inspection and testing by Buyer at manufacturer's plant.
4. Extension of Time Delivery. Buyer shall not be liable to Seller for any failure of Buyer to take any delivery hereunder when due, if occasioned by any event beyond Buyer's reasonable control, including without limitation fire, flood, earthquake, lightning or other acts of God; acts of, or compliance with the directions of, civil or military authority, including any federal, state or local agency or authority; wars; riots; insurrections; sabotage; accident; embargo; strike or other labor trouble; interruption of or delay in transportation; shortage or failure of supply of materials; or equipment breakdown. At Buyer's option, the time for delivery hereunder shall be extended to the extent of the delay occasioned by any such circumstance and the deliveries so omitted shall be made during the period of such extension.
5. Risk of Loss. Risk of loss of any goods sold hereunder shall transfer to Buyer at the time and place of delivery; provided that risk of loss prior to actual receipt of the goods by Buyer shall nonetheless remain with Seller.
6. Shipment. Goods must be shipped by the particular route, method and carrier as stated in this Purchase Order. In the event that Seller fails to ship goods on or before any scheduled shipping date, Buyer shall have the right to specify a more rapid method of shipment than was specified originally and Seller shall bear, at no additional cost to Buyer, any increased costs occasioned thereby.
7. Packing, Marking, and Invoicing A packing list shall be included with each shipment. Two copies of Seller's invoices, together with original bills of lading, properly signed by carrier's representative, shall be forwarded to Buyer not later than the day after shipments are made. Individual invoices shall be issued for each separate shipment. Buyer shall not be charged for packaging, boxing, crating or cartage. All invoices, packing lists, bills of lading, and each separate package within each shipment shall clearly reference piece number, Buyer's Purchase Order number and Seller's packing slip number. Partial shipments must be identified as such on the shipping memoranda and invoices.
8. Payment; Waiver of Liens. Payment to Seller may, at Buyer’s option, be made by electronic funds transfer (EDI). Payment will be made following receipt and acceptance of the goods and receipt, in proper form and substance, of all documentation required by this Purchase Order. Seller shall furnish to Buyer any analysis or breakdown of the price as Buyer may reasonably request. This Purchase Order shall not be filled at prices higher than last quoted or charged by Seller, except as expressly agreed by Buyer. As a condition to any payment hereunder, Seller shall furnish to Buyer, upon request, an executed waiver of liens and claims in form reasonably satisfactory to Buyer. Seller agrees to indemnify, defend and hold harmless Buyer from and against any and all liens and encumbrances arising out of Seller's performance of this Purchase Order or rising out of any claim for payment by any laborer, subcontractor or supplier of Seller
9. Seller's Warranties. Seller expressly warrants that for a period of one year after Buyer's acceptance of the goods or services hereunder, or for such longer period as may be expressly provided in this Purchase Order or under applicable law, all goods and services covered by this Purchase Order will: (a) strictly conform to Seller's specifications, drawings, samples and other written materials and descriptions, or, to the extent the goods were purchased to Buyer's specifications and drawings as set forth or referred to in this Purchase Order, that the goods strictly conform with those specifications and drawings; (b) be free from defects in design, material and workmanship; (c) be of merchantable quality and suitable for the particular purposes intended, whether express or reasonably implied; and (d) bear all warnings, labels, and markings required by applicable laws and regulations. In addition, Seller warrants that: (e) none of the goods covered hereby, to the extent they are subject to laws prohibiting adulteration or misbranding, is adulterated or misbranded within the meaning of such laws as of the date of delivery to Buyer; (f) all goods covered hereby may be introduced into interstate commerce without violation of applicable laws and regulations; (g) all services have been performed in a good and workmanlike manner; and (h) all goods and services furnished or rendered pursuant to this Purchase Order have been produced, sold, delivered or rendered to Buyer in compliance with all applicable laws and regulations, including those set forth in Section 14.
10. Buyer's Remedies. Buyer's acceptance of all or any part of the goods or services provided hereunder shall not be deemed a waiver of the failure of such goods or services to conform to all of the warranties set forth in Section 9. Buyer retains the right to cancel any portion of the remaining order, to reject any portion of the goods or services delivered, or to revoke acceptance as to any portion of the goods or services accepted, and return such goods to Seller and to recover the purchase price, any excess costs of cover, and damages, including manufacturing costs, costs of removal or recall, transportation and custodial expenses, injury to person or property incurred by Buyer, all in addition to Buyer's other remedies under this Purchase Order or applicable law. If Seller becomes insolvent or makes an assignment for the benefit of creditors, or files or has filed against it any petition in bankruptcy, Buyer shall have the right to cancel this Purchase Order immediately.
11. Patent, Copyrights, Trademarks. Seller warrants that the goods furnished under or used in connection with this Purchase Order (except those furnished according to Buyer's specific design) and Buyer's express or reasonably implied intended use thereof, do not and will not infringe any patent, copyright, trademark, trade secret or other proprietary right of any third party. If any claim, suit or proceeding is made or instituted against Buyer alleging any such infringement, Seller shall indemnify, defend and hold Buyer harmless from and against any damages, liabilities, judgments, costs and expenses (including without limitation reasonable attorney's fees) it may incur in connection with any such claim, suit or proceeding. In the event that the goods or Buyer's use is held in any suit or proceeding to constitute an infringement, or if Seller determines that there is a substantial risk of a finding of such infringement, Seller agrees, as appropriate, and at its expense to: (a) procure for Buyer, at no expense to Buyer, the right to continue using the goods, (b) replace the goods with equivalent goods that meet the requirements of this Purchase Order and that do not infringe any such rights, or (c) modify the goods so that they become non-infringing.
12. INDEMNIFICATION. To the fullest extent permitted by law, Seller agrees to indemnify, defend, and hold harmless Buyer, its affiliates, and their respective directors, officers, employees and agents (the "Indemnified Parties") from and against all claims, demands, causes of action, losses, costs and expenses (including without limitation reasonable attorneys' fees and costs of defense) (collectively, "Losses") arising out of or incident to Seller's performance hereunder, or the presence of Seller, its employees, agents or invitees ("Seller Parties") on Buyer's premises, provided that such Losses are attributable to (a) the negligence or willful misconduct of the Seller Parties, (b) the failure of the Seller Parties to comply with applicable laws, or (c) bodily injury, sickness, disease or death (including but not limited to bodily injury, sickness, disease or death of the employees of Seller or Buyer), or to damage to or destruction of tangible property (including the loss of use thereof); in each case regardless of whether or not caused in part by the negligence or other fault of any Indemnified Party hereunder; provided that Seller shall not be liable for Losses caused by the sole negligence or willful misconduct of any Indemnified Party.
    Seller's indemnification obligations under this Section 12 shall not be limited by applicable Workers' Compensation or other disability or employee benefit laws, and, solely as respects the indemnities set forth in this Section, Seller hereby expressly waives any rights it may have to assert any immunities or defenses that it may have under such laws against any Indemnified Party.
13. Labor, Work and Services; Insurance. In supplying any services hereunder, Seller warrants that it is, and undertakes such performance as, an independent contractor, with sole responsibility for the payment of all federal and/or state unemployment insurance, social security and/or other similar taxes incurred hereunder. Any performance by Seller under this Purchase Order on Buyer's premises shall be in full compliance with Buyer's safety and other rules and procedures and with all federal and state laws and regulations regarding workplace safety, including without limitation, laws pertaining to occupational safety and health. Prior to commencement of any services hereunder on Buyer's premises and until the satisfactory completion thereof, Seller shall, at its expense, maintain the following minimum insurance coverages on an "occurrence" basis (and not on a "claims made" basis):
    
    

    KIND OF INSURANCE	MINIMUM LIMITS
    Workers' Compensation	Statutory
    Employer's Liability	$1,000,000 bodily injury by accident, each accident $1,000,000 bodily injury by disease, policy limit $1,000,000 bodily injury by disease, each employee
    Commercial General Liability Including, Contractual Liability and Products/Completed Operations	Combined Single Limits: $1,000,000 Occurrence $2,000,000 General Aggregate $2,000,000 Products/Completed Operations Aggregate
    Business Auto Liability Symbol 1 (Any Auto) Including Hired and Non-Owned Autos	Combined Single Limits: $1,000,000 per Accident

    
    * Seller must obtain Workers’ Compensation Insurance if available
    
    Seller shall furnish to Buyer certificates of insurance showing the above coverages with an insurer with an AM Best rating of “A VIII” or better and providing for at least thirty (30) days prior written notice of cancellation or modification resulting in a reduction below the required minimum coverages and naming Buyer as an additional insured under Commercial General Liability using ISO form CG 20 26 or its equivalent, or in the case of Buyer’s distribution of Seller’s products, ISO form CG 20 15 or its equivalent. If Seller fails to furnish such certificates or maintain such insurance, Buyer shall have the right to cancel this Purchase Order immediately. Seller, for itself and its insurers, hereby waives subrogation against Buyer, and Seller agrees that, with respect to claims against Buyer arising out of Seller's performance hereunder, Seller's insurance shall be primary and Buyer's insurance shall be excess and non-contributory. Seller's obligations to maintain such insurance shall in no way limit the liability or obligations assumed by Seller hereunder.
14. Laws and Regulations. All goods furnished or services rendered pursuant to this Purchase Order shall be produced, sold, delivered, or rendered to Buyer in compliance with all applicable laws and regulations, including without limitation, the Federal Fair Labor Standards Act of 1938, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, Section 503 of the Rehabilitation Act of 1973, Executive Order 11246, Section 402 of the Vietnam Veterans' Readjustment Assistance Act of 1974, the Occupational Safety and Health Act of 1970, as amended ("OSHA"), (in the event of a conflict between the requirements of OSHA and any industry codes or standards applicable to this Purchase Order, the more stringent requirement shall apply), the Noise Control Act of 1972, all applicable environmental laws and regulations, including without limitation, the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, and the standards of accessibility set forth in Section 402 of the Americans with Disabilities Act, and the rules, regulations and orders pertaining to the above.
    Seller also agrees that the following clauses from the Code of Federal Regulations shall also apply to this Purchase Order and shall be incorporated herein by reference: the Equal Employment Opportunity Clause, the Certification of Nonsegregated Facilities required by paragraph (7) of Executive Order 11246, the Utilization of Minority Business Enterprises and the Minority Business Enterprises Subcontracting program clauses, the Affirmative Action for Handicapped Worker's clause, and the Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era clause are, by this reference, incorporated herein and made part hereof.
15. Termination. Buyer may at any time, without cause, terminate this Purchase Order in whole or in part upon written notice to Seller. In such event, Seller shall be entitled to a reasonable termination fee consisting of a percentage of the Purchase Order price reflecting the percentage of the work, goods delivered or services properly performed prior to termination. Payment of such termination fee shall be Seller's sole remedy. Upon Buyer's request, Seller shall preserve, protect and deliver to Buyer, at Buyer's expense, materials on hand, work in progress, and completed work, both in its own and in its suppliers' plants.
16. Assignment and Set-Off. Seller shall not assign its rights or delegate its performance hereunder, nor any interest herein, without Buyer's prior written consent and any attempted assignment or delegation without such consent shall be void. Buyer shall be entitled at all times to set-off any amount owing from Seller to Buyer, whether under this Purchase Order or otherwise, against any amounts otherwise payable to Seller.
17. Confidentiality. Seller and its directors, officers, employees and agents shall not disclose to any third party any information pertaining to the goods provided or services performed hereunder, or pertaining to Buyer's business or operations which Seller obtains or has access to in connection herewith, without the prior written consent of Buyer.
18. No Waiver of Defaults. No failure by Buyer to enforce at any time any of the terms or conditions of this Purchase Order shall constitute a waiver thereof or in any way impair Buyer's right at any time to avail itself of such remedies as it may have to enforce such terms or conditions. No waiver by Buyer hereunder will be effective unless in writing and signed by Buyer.
19. Survival; Remedies Cumulative. All agreements and representations of Seller herein (including those regarding, confidentiality, indemnification and warranties) shall survive delivery and final payment hereunder, or any earlier termination hereof. All of the rights and remedies available to Buyer hereunder are in addition to, and not in limitation of, the rights and remedies otherwise available at law or in equity.
20. Severability. Any provision of this Purchase Order that is unenforceable in any jurisdiction shall be ineffective to the extent of such unenforceability (but shall be enforced to the maximum extent permissible) without invalidating the remaining provisions hereof.
21. Governing Law. This Purchase Order shall be governed by the laws of the state from which Buyer issues this Purchase Order, without giving effect to its principles of conflicts of law.

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Purchase Order Terms and Conditions - Canada

1. TERMS: The terms and conditions of this Purchase Order, including those on the face hereof and those set forth below and in the Supplemental Terms and Conditions attached hereto, if any, represent the entire agreement between Seller and Buyer. Acceptance is limited to the terms and conditions of this Purchase Order, and no purported revisions of, additions to, or deletions from this Purchase Order shall be effective, whether in Seller's proposal, invoice, acknowledgment or otherwise, and no local, general or trade custom or usage, shall be deemed to effect any variation herein unless expressly agreed to in writing by Buyer's authorized representative. The delivery of any goods or the furnishing of any services pursuant to this Purchase Order shall constitute acceptance by Seller of this Purchase Order subject to, and in strict accordance with, all of its terms and conditions. To the extent that terms appearing on the face of this Purchase Order are inconsistent with those set forth herein, the terms on the face shall govern. Any reference on the face of this Purchase Order to Seller's proposal shall be exclusive of any terms and conditions attached to or referred to therein.
2. SPECIFICATIONS: All goods and services furnished pursuant to this Purchase Order shall strictly conform to the specifications, descriptions and warranties set forth in this Purchase Order. No change in this Purchase Order shall be made except upon written application to, and subsequent written authority of, Buyer.
3. TIME AND PLACE OF DELIVERY; BUYER'S INSPECTION; ACCEPTANCE: Time is of the essence of this Purchase Order. Delivery will be made as specified on the face of this Purchase Order. Buyer reserves the right to reject goods and to cancel all or any portion of this Purchase Order in the event of failure to deliver at the time and place specified. Buyer's acceptance of any part of a shipment not delivered as specified herein shall not obligate Buyer to accept the remainder of that shipment or any future shipments. If Seller is required to provide Material Safety Data Sheets, they will be delivered to Buyer prior to delivery of any goods under this Purchase Order. All goods shall be received subject to Buyer's inspection and acceptance, and subject to Buyer's right to reject and return at Seller's expense goods which fail to conform strictly to the requirements of this Purchase Order. All materials are subject to inspection and testing by Buyer at manufacturer's plant.
4. EXTENSION OF TIME OF DELIVERY: Buyer shall not be liable to Seller for any failure of Buyer to take any delivery hereunder when due, if occasioned by any event beyond Buyer's reasonable control, including without limitation fire, flood, earthquake, lightning or other acts of God; acts of, or compliance with the directions of, civil or military authority, including any federal, state or local agency or authority; wars; riots; insurrections; sabotage; accident; embargo; strike or other labor trouble; interruption of or delay in transportation; shortage or failure of supply of materials; or equipment breakdown. At Buyer's option, the time for delivery hereunder shall be extended to the extent of the delay occasioned by any such circumstance and the deliveries so omitted shall be made during the period of such extension.
5. RISK OF LOSS: Risk of loss of any goods sold hereunder shall transfer to Buyer at the time and place of delivery; provided that risk of loss prior to actual receipt of the goods by Buyer shall nonetheless remain with Seller.
6. SHIPMENT: Goods must be shipped by the particular route, method and carrier as stated in this Purchase Order. In the event that Seller fails to ship goods on or before any scheduled shipping date, Buyer shall have the right to specify a more rapid method of shipment than was specified originally and Seller shall bear, at no additional cost to Buyer, any increased costs occasioned thereby.
7. PACKING, MARKING, AND INVOICING: A packing list shall be included with each shipment. Two copies of Seller's invoices, together with original bills of lading, properly signed by carrier's representative, shall be forwarded to Buyer not later than the day after shipments are made. Individual invoices shall be issued for each separate shipment. Buyer shall not be charged for packaging, boxing, crating or cartage. All invoices, packing lists, bills of lading, and each separate package within each shipment shall clearly reference piece number, Buyer's Purchase Order number and Seller's packing slip number. Partial shipments must be identified as such on the shipping memoranda and invoices.
8. PAYMENT; WAIVER OF LIENS: Payment will be made following receipt and acceptance of the goods and receipt, in proper form and substance, of all documentation required by this Purchase Order. Seller shall furnish to Buyer any analysis or breakdown of the price as Buyer may reasonably request. This Purchase Order shall not be filled at prices higher than last quoted or charged by Seller, except as expressly agreed by Buyer. As a condition to any payment hereunder, Seller shall furnish to Buyer, upon request, an executed waiver of liens and claims in form reasonably satisfactory to Buyer. Seller agrees to indemnify, defend and hold harmless Buyer from and against any and all liens and encumbrances arising out of Seller's performance of this Purchase Order or rising out of any claim for payment by any laborer, subcontractor or supplier of Seller.
9. SELLER'S WARRANTIES: Seller expressly warrants that for a period of one year after Buyer's acceptance of the goods or services hereunder, or for such longer period as may be expressly provided in this Purchase Order or under applicable law, all goods and services covered by this Purchase Order will: (a) strictly conform to Seller's specifications, drawings, samples and other written materials and descriptions, or, to the extent the goods were purchased to Buyer's specifications and drawings as set forth or referred to in this Purchase Order, that the goods strictly conform with those specifications and drawings; (b) be free from defects in design, material and workmanship; (c) be of merchantable quality and suitable for the particular purposes intended, whether express or reasonably implied; and (d) bear all warnings, labels, and markings required by applicable laws and regulations. In addition, Seller warrants that: (e) none of the goods covered hereby, to the extent they are subject to laws prohibiting adulteration or misbranding, is adulterated or misbranded within the meaning of such laws as of the date of delivery to Buyer; (f) all goods covered hereby may be introduced into interstate commerce without violation of applicable laws and regulations; (g) all services have been performed in a good and workmanlike manner; and (h) all goods and services furnished or rendered pursuant to this Purchase Order have been produced, sold, delivered or rendered to Buyer in compliance with all applicable laws and regulations, including those set forth in Section 14.
10. BUYER'S REMEDIES: Buyer's acceptance of all or any part of the goods or services provided hereunder shall not be deemed a waiver of the failure of such goods or services to conform to all of the warranties set forth in Section 9. Buyer retains the right to cancel any portion of the remaining order, to reject any portion of the goods or services delivered, or to revoke acceptance as to any portion of the goods or services accepted, and return such goods to Seller and to recover the purchase price, any excess costs of cover, and damages, including manufacturing costs, costs of removal or recall, transportation and custodial expenses, injury to person or property incurred by Buyer, all in addition to Buyer's other remedies under this Purchase Order or applicable law. If Seller becomes insolvent or makes an assignment for the benefit of creditors, or files or has filed against it any petition in bankruptcy, Buyer shall have the right to cancel this Purchase Order immediately.
11. PATENT, COPYRIGHTS, TRADEMARKS: Seller warrants that the goods furnished under or used in connection with this Purchase Order (except those furnished according to Buyer's specific design) and Buyer's express or reasonably implied intended use thereof, do not and will not infringe any patent, copyright, trademark, trade secret or other proprietary right of any third party. If any claim, suit or proceeding is made or instituted against Buyer alleging any such infringement, Seller shall indemnify, defend and hold Buyer harmless from and against any damages, liabilities, judgments, costs and expenses (including without limitation reasonable attorney's fees) it may incur in connection with any such claim, suit or proceeding. In the event that the goods or Buyer's use is held in any suit or proceeding to constitute an infringement, or if Seller determines that there is a substantial risk of a finding of such infringement, Seller agrees, as appropriate, and at its expense to: (a) procure for Buyer, at no expense to Buyer, the right to continue using the goods, (b) replace the goods with equivalent goods that meet the requirements of this Purchase Order and that do not infringe any such rights, or (c) modify the goods so that they become non-infringing.
12. INDEMNIFICATION: To the fullest extent permitted by law, Seller agrees to indemnify, defend, and hold harmless Buyer, its affiliates, and their respective directors, officers, employees and agents (the "Indemnified Parties") from and against all claims, demands, causes of action, losses, costs and expenses (including without limitation reasonable attorneys' fees and costs of defense) (collectively, "Losses") arising out of or incident to Seller's performance hereunder, or the presence of Seller, its employees, agents or invitees ("Seller Parties") on Buyer's premises, provided that such Losses are attributable to (a) the negligence or willful misconduct of the Seller Parties, (b) the failure of the Seller Parties to comply with applicable laws, or (c) bodily injury, sickness, disease or death (including but not limited to bodily injury, sickness, disease or death of the employees of Seller or Buyer), or to damage to or destruction of tangible property (including the loss of use thereof); in each case regardless of whether or not caused in part by the negligence or other fault of any Indemnified Party hereunder; provided that Seller shall not be liable for Losses caused by the sole negligence or willful misconduct of any Indemnified Party.
    Seller's indemnification obligations under this Section 12 shall not be limited by applicable Workers' Compensation or other disability or employee benefit laws, and, solely as respects the indemnities set forth in this Section, Seller hereby expressly waives any rights it may have to assert any immunities or defenses that it may have under such laws against any Indemnified Party.
13. LABOR, WORK AND SERVICES; INSURANCE: In supplying any services hereunder, Seller warrants that it is, and undertakes such performance as, an independent contractor, with sole responsibility for the payment of all federal and/or provincial health insurance, unemployment insurance, social security and/or other similar taxes incurred hereunder. Any performance by Seller under this Purchase Order on Buyer's premises shall be in full compliance with Buyer's safety and other rules and procedures and with all federal and state laws and regulations regarding workplace safety, including without limitation, laws pertaining to occupational safety and health. Prior to commencement of any services hereunder on Buyer's premises and until the satisfactory completion thereof, Seller shall, at its expense, maintain the following minimum insurance coverages on an "occurrence" basis (and not on a "claims made" basis):
    Kind of Insurance Minimum Limits
    Workers' Compensation Statutory
    Employer's Liability $1,000,000 bodily injury by accident, each accident $1,000,000 bodily injury by disease, policy limit $1,000,000 bodily injury by disease, each employee
    Commercial General Liability, including Contractual Liability, Products/Completed Operations and Broad Form Vendor's Endorsement Combined Single Limits: $1,000,000 Occurrence $1,000,000 General Aggregate $1,000,000 Products/ Completed Operations Aggregate
    Business Auto Liability Symbol 1 (Any Auto) including Hired and Non-Owned Autos Combined Single Limits: $1,000,000 per accident
    
    Seller shall furnish to Buyer certificates of insurance showing the above coverages and providing for at least thirty (30) days prior written notice of cancellation or modification resulting in a reduction below the required minimum coverages and naming Buyer as an additional insured. If Seller fails to furnish such certificates or maintain such insurance, Buyer shall have the right to cancel this Purchase Order immediately. Seller, for itself and its insurers, hereby waives subrogation against Buyer, and Seller agrees that, with respect to claims against Buyer arising out of Seller's performance hereunder, Seller's insurance shall be primary and Buyer's insurance shall be excess. Seller's obligations to maintain such insurance shall in no way limit the liability or obligations assumed by Seller hereunder.
14. LAWS AND REGULATIONS: All goods furnished or services rendered pursuant to this Purchase Order shall be produced, sold, delivered, or rendered to Buyer in compliance with all applicable laws and regulations, including without limitation, all applicable environmental and occupational health and safety laws and regulations.
15. TERMINATION: Buyer may at any time, without cause, terminate this Purchase Order in whole or in part upon written notice to Seller. In such event, Seller shall be entitled to a reasonable termination fee consisting of a percentage of the Purchase Order price reflecting the percentage of the work, goods delivered or services properly performed prior to termination. Payment of such termination fee shall be Seller's sole remedy. Upon Buyer's request, Seller shall preserve, protect and deliver to Buyer, at Buyer's expense, materials on hand, work in progress, and completed work, both in its own and in its suppliers' plants.
16. ASSIGNMENT AND SET-OFF: Seller shall not assign its rights or delegate its performance hereunder, nor any interest herein, without Buyer's prior written consent and any attempted assignment or delegation without such consent shall be void. Buyer shall be entitled at all times to set-off any amount owing from Seller to Buyer, whether under this Purchase Order or otherwise, against any amounts otherwise payable to Seller.
17. CONFIDENTIALITY: Seller and its directors, officers, employees and agents shall not disclose to any third party any information pertaining to the goods provided or services performed hereunder, or pertaining to Buyer's business or operations which Seller obtains or has access to in connection herewith, without the prior written consent of Buyer.
18. NO WAIVER OF DEFAULTS: No failure by Buyer to enforce at any time any of the terms or conditions of this Purchase Order shall constitute a waiver thereof or in any way impair Buyer's right at any time to avail itself of such remedies as it may have to enforce such terms or conditions. No waiver by Buyer hereunder will be effective unless in writing and signed by Buyer.
19. SURVIVAL; REMEDIES CUMULATIVE: All agreements and representations of Seller herein (including those regarding, confidentiality, indemnification and warranties) shall survive delivery and final payment hereunder, or any earlier termination hereof. All of the rights and remedies available to Buyer hereunder are in addition to, and not in limitation of, the rights and remedies otherwise available at law or in equity.
20. SEVERABILITY:  ny provision of this Purchase Order that is unenforceable in any jurisdiction shall be ineffective to the extent of such unenforceability (but shall be enforced to the maximum extent permissible) without invalidating the remaining provisions hereof.
21. GOVERNING LAW: This Purchase Order shall be governed by the laws of the Province of Ontario, without giving effect to its principles of conflicts of law.
22. ENGLISH LANGUAGE: The parties hereby confirm their express wish that this Purchase Order and all related documents be drafted in the English language, but without prejudice to any such documents which may from time to time be drawn up in French only or in both French and English. Les parties aux présentes confirment leur volonté que cet ordre d'achat et tout document accessoire soient rédigés en langue anglaise, mais sans préjudice cependant à tous tels documents qui pourront à l'occasion être rédigés en français seulement ou à la fois en français et en anglais.

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Conditions de Vente - Gypsum - Canada (Français)

1. POLITIQUE DE VENTE: Les produits de gypse seront vendus aux emplacements, aux prix et aux clients que CertainTeed Gypsum Canada, Inc. (CertainTeed) aura stipulés à l’occasion dans les avis de prix régionaux. CertainTeed donnera, à son gré, avis de toute modification de sa politique ou de ses prix. Toutes les commandes seront assujetties à l’acceptation de CertainTeed et ne lieront pas cette dernière tant qu’elle ne les aura pas acceptées.
2. COMMANDES: La réception par CertainTeed d’un bon de commande sous une forme, un titre ou un nom quelconque (« bon de commande ») de la part de l’acheteur est réputée constituer l’acceptation par l’acheteur des conditions décrites dans les présentes (« conditions »). Toutes les autres conditions figurant dans le formulaire de bon de commande de l’acheteur ne s’appliqueront pas à une entente intervenue entre CertainTeed et l’acheteur à moins que CertainTeed n’en ait convenu autrement par écrit. Dans les présentes, on entend par « bon de commande » tout document autre que les présentes conditions négocié ou signé par CertainTeed et l’acheteur (collectivement, « parties ») en vue de l’achat et de la vente de produits ou de services.
3. CONDITIONS DE PAIEMENT: Veuillez communiquer avec le service du crédit de CertainTeed. TOUTE COMMUNICATION CONCERNANT DES DIFFéRENDS EN MATIèRE DE FACTURATION ET TOUT PAIEMENT D’UN MONTANT CONTESTé OU EN SOUFFRANCE DOIVENT éGALEMENT ÊTRE ACHEMINéS AU SERVICE DU CRéDIT DE CERTAINTEED. TOUTES LES REMISES AUXQUELLES L’ACHETEUR DEVIENT ADMISSIBLE SONT ASSUJETTIES AU DROIT QU’A CERTAINTEED DE LES DéDUIRE DES MONTANTS IMPAYéS QUE L’ACHETEUR LUI DOIT.
4. LIVRAISON: Les prix sont FAB à l'entrepôt du client. Le fret sera payé d'avance pour le compte du client relativement aux expéditions payées d'avance. CertainTeed mettra tout en œuvre pour livrer les commandes au moment convenu; cependant, aucun retard de livraison ne justifiera une rétrofacturation, une compensation ou une réclamation relative à des dommages directs, indirects, accessoires ou consécutifs de quelque nature que ce soit.
5. TITRE DE PROPRIÉTÉ ET RISQUE DE PERTE: Le titre de propriété et le risque de perte sont transférés à l’acheteur lorsque CertainTeed remet les produits au transporteur au point d’expédition.
6. SÛRETÉ: Si la vente de marchandises a lieu dans une autre province que le Québec, CertainTeed se réserve, et l’acheteur octroie à CertainTeed, une sûreté en garantie du prix d’acquisition grevant tous les produits vendus et toute somme à recevoir ou provenant de la revente de ceux ci en garantie du paiement total par l’acheteur et de l’exécution intégrale de ses obligations envers CertainTeed.
   Si la vente de marchandises a lieu au Québec, l’acheteur hypothèque par les présentes au profit de CertainTeed, sans dépossession, à titre d’hypothèque du vendeur (conformément à l’article 2954 du Code civil du Québec), les marchandises visées dans les présentes conditions, selon un montant égal au prix d’achat, plus les intérêts, afin de garantir l’exécution des obligations de l’acheteur aux termes des présentes conditions, y compris le paiement de toute somme exigible aux termes des présentes conditions.
   L’acheteur est en défaut aux termes des présentes conditions, et la sûreté/l’hypothèque créée aux termes des présentes peut être exécutée, si : a) l’acheteur omet de payer le solde de la facture à l’échéance ou ne corrige pas un défaut dans les trente (30) jours suivant la réception d’un avis de ce défaut envoyé par CertainTeed; b) l’acheteur cesse d’exercer ses activités ou en change la nature de façon importante; c) l’acheteur devient insolvable ou reconnaît son insolvabilité, devient failli ou, de façon générale, entreprend des démarches en vue d’en arriver à un compromis, à un arrangement ou à une entente avec ses créanciers, ou en vient à liquider ses actifs ou à faire faillite; d) des procédures sont intentées contre l’acheteur pour faire liquider ses actifs ou le déclarer failli, lesquelles ne sont pas contestées avec diligence par l’acheteur et ne sont pas rejetées ou annulées dans un délai de vingt et un (21) jours à compter de celui où elles sont intentées; e) un créancier prioritaire ou hypothécaire donne un préavis de son intention d’exercer sa créance prioritaire ou ses droits hypothécaires ou toute autre sûreté, ou encore de tels droits ou sûretés sont exercés ou un créancier garanti prend possession d’une partie des marchandises décrites dans les présentes conditions ou nomme un séquestre à cet égard; ou f) un bref de saisie est délivré à l’encontre des marchandises décrites dans les présentes conditions et la saisie n’est pas annulée dans les dix (10) jours qui suivent.
   L’acheteur reconnaît que ce document peut être déposé auprès des autorités compétentes à titre d’état de financement et/ou d’hypothèque et convient de signer et de livrer les documents que CertainTeed pourra demander afin de rendre sa sûreté/son hypothèque opposable aux tiers.
7. FRAIS DE TRANSPORT/TYPE DE LIVRAISON: Veuillez communiquer avec le service de transport de CertainTeed.
8. POLITIQUE DE RETOUR: Les retours de produits à une usine ne seront pas acceptés à moins d’avoir été préalablement approuvés par un directeur des ventes régional de CertainTeed (par l’entremise du directeur des produits ou du directeur d’usine). Tout produit défectueux sera remplacé par un produit comparable ou donnera lieu à un remboursement équivalant au prix d’acquisition stipulé sur la facture originale (selon ce que déterminera CertainTeed). Les retours de produits qui ne sont pas défectueux peuvent être assujettis à des frais de reconditionnement ou de restockage correspondant à 20 % du prix des produits retournés stipulé sur la facture.
9. RÉDUCTION DE PRIX: Dès la publication d’une réduction de prix, toutes les commandes non expédiées seront facturées aux prix nouvellement réduits. à moins d’avis ou d’entente contraire, aucun rajustement de stocks ne sera permis.
10. AUGMENTATION DES PRIX: En cas d’augmentation des prix, toutes les commandes non expédiées acceptées par CertainTeed avant la date d’entrée en vigueur de cette augmentation de prix seront assujetties aux prix majorés en vigueur au moment de l’expédition, à moins d’avis ou d’entente contraire.
11. PROTECTION DE TRAVAUX PARTICULIERS: à moins d’avis ou d’entente contraire, aucune protection de prix ne sera accordée à l’égard de travaux particuliers; toutefois, les expéditions relatives aux projets de construction touchant des biens appartenant au gouvernement fédéral qui sont financés par des fonds fédéraux peuvent être assujetties au prix qui était en vigueur à la date d’attribution du contrat à l’entrepreneur général, peu importe la date d’expédition
12. GARANTIES: LES PRODUITS SONT GARANTIS CONTRE LES VICES DE FABRICATION PENDANT UN AN. LA PRÉSENTE GARANTIE EST NULLE SI L’ACHETEUR N’AVISE PAS CERTAINTEED PAR ÉCRIT DE TOUTE RÉCLAMATION AU TITRE DE LA PRÉSENTE GARANTIE DANS LES DIX (10) JOURS OUVRABLES SUIVANT LA DÉCOUVERTE D’UN DÉFAUT OU DE LA NON CONFORMITÉ DU BIEN. LA PRÉSENTE GARANTIE CONSTITUE L’UNIQUE RECOURS DE L’ACHETEUR QUANT AUX RÉCLAMATIONS RELATIVES à DES PRODUITS DÉFECTUEUX OU NON CONFORMES ET, DANS TOUTE LA MESURE OÙ LES LOIS APPLICABLES LE PERMETTENT, ELLE REMPLACE TOUTES LES AUTRES GARANTIES, CONDITIONS OU DÉCLARATIONS RELATIVES AUX PRODUITS, VERBALES OU éCRITES, EXPRESSES OU IMPLICITES, PRÉVUES PAR LA LOI OU AUTREMENT OU FONDÉES SUR LA RESPONSABILITÉ CONTRACTUELLE, DÉLICTUELLE OU UNE AUTRE FORME DE RESPONSABILITÉ, Y COMPRIS LES GARANTIES IMPLICITES DE QUALITÉ MARCHANDE OU D’ADAPTABILITÉ à UNE FIN PARTICULIèRE, ET TOUTE GARANTIE, CONDITION OU DÉCLARATION DE CE GENRE EST EXCLUE PAR LES PRÉSENTES.
13. LIMITE DE LA RESPONSABILITé: LA RESPONSABILITÉ CUMULATIVE COLLECTIVE TOTALE DE CERTAINTEED ET DES MEMBRES DE SON GROUPE, SES EMPLOYÉS, DIRIGEANTS, ADMINISTRATEURS, RÉPRÉSENTANTS ET MANDATAIRES (CI APRèS APPELÉS LE « GROUPE ») AUX TERMES DES PRÉSENTES CONDITIONS OU PAR SUITE D’UN MANQUEMENT à CELLES CI QUANT AUX FRAIS, AUX PERTES OU AUX DOMMAGES DIRECTS, S’IL EN EST, DÉCOULANT DE TOUTES LES RÉCLAMATIONS, ACTIONS OU POURSUITES, QUELLE QU’EN SOIT LA CAUSE OU L’ORIGINE, EN CE QUI CONCERNE LES PRODUITS OU LES SERVICES FOURNIS AUX TERMES DES PRÉSENTES CONDITIONS, NE DÉPASSE PAS LES SOMMES TOTALES PAYéES PAR L’ACHETEUR à CERTAINTEED POUR LES PRODUITS OU LES SERVICES PARTICULIERS FOURNIS AUX TERMES DES PRÉSENTES CONDITIONS. LA RESPONSABILITÉ CUMULATIVE COLLECTIVE TOTALE DU GROUPE QUANT AUX RÉCLAMATIONS AU TITRE DE LA GARANTIE EST LIMITÉE à LA RÉPARATION OU AU REMPLACEMENT DES PRODUITS JUGÉS DÉFECTUEUX, ET ELLE CONSTITUE L’UNIQUE RECOURS DONT L’ACHETEUR PEUT SE PRÉVALOIR QUANT à CES RÉCLAMATIONS. LE GROUPE OU L’UN OU L’AUTRE DE SES MEMBRES NE SONT EN AUCUN CAS RESPONSABLES DES PERTES DE PROFITS OU D’OCCASIONS D’AFFAIRES NI DES AUTRES DOMMAGES OU DOMMAGES-INTÉRÊTS PUNITIFS, SPÉCIAUX, INDIRECTS, EXEMPLAIRES OU ACCESSOIRES, QUE CE SOIT PAR SUITE D’UN MANQUEMENT à UN CONTRAT OU EN RAISON D’UNE GARANTIE, D’UN DÉLIT OU D’UNE FAUTE (Y COMPRIS, SANS RESTRICTION, LA NÉGLIGENCE) OU POUR UN AUTRE MOTIF. NONOBSTANT CE QUI PRéCèDE, CERTAINTEED N’EST AUCUNEMENT RESPONSABLE DES COÛTS OU FRAIS DE MAIN D’ŒUVRE RELIÉS à L’ENLèVEMENT OU AU REMPLACEMENT DE PRODUITS DÉFECTUEUX.
14. RÉCLAMATIONS: Si CertainTeed fait l’objet de réclamations au titre de la garantie contre les vices de fabrication, un avis écrit détaillé de la réclamation doit être donné à CertainTeed, accompagné d’un échantillon du produit illustrant le vice en question. CertainTeed disposera d’un délai de 60 jours à compter de la réception de cet avis pour inspecter l’élément défectueux et en disposer si la réclamation est autorisée. Le produits ne doivent en aucun cas être retournés à CertainTeed à moins que l’acheteur n’ait reçu des instructions écrites à cet effet de la part de CertainTeed. L’acheteur n’a pas le droit d’appliquer le montant d’une réclamation en réduction de sa facture de CertainTeed tant que la réclamation n’a pas été autorisée par CertainTeed ou tranchée par les autorités compétentes. Sauf entente contraire, toutes les réclamations pour pertes ou dommages relatifs aux produits en transit doivent être déposées par l’acheteur auprès du transporteur. CertainTeed tentera par tous les moyens raisonnables de venir en aide à l’acheteur dans le cadre du recouvrement de pertes ou de dommages auprès des transporteurs en fournissant des copies de factures et des affidavits indiquant, notamment, la quantité de produits au moment du chargement et la méthode de chargement. Dans tous les cas, l’acheteur devrait faire immédiatement rapport de toute perte ou de tout dommage au transporteur et demander que les produits endommagés soient inspectés. En cas de réclamations de pertes, l’acheteur devrait obtenir les numéros de sceaux des voitures ou des camions ainsi qu’un rapport d’exception signé du transporteur.
15. FORCE MAJEURE: CertainTeed ne sera pas responsable des pertes ou des dommages si elle omet d’expédier une commande conformément aux modalités de celle ci lorsque cette omission découle d’une exigence imposée par une agence ou autorité gouvernementale, d’une pénurie de matières premières, d’une grève ou d’un autre conflit de travail, d’un incendie, d’une émeute, d’une guerre, d’un cas de force majeure ou d’autres facteurs indépendants de la volonté de CertainTeed.
16. TAXES ET IMPÔTS: Un montant équivalent aux taxes et impôts ou autres charges gouvernementales relatifs à la production, à la vente, à l’activité de vente, à l’expédition ou à l’utilisation de matériel qui sont actuellement imposés à l’acheteur ou à CertainTeed ou qui pourraient l’être après la date des présentes par les autorités fédérales, provinciales ou municipales ou autres autorités gouvernementales et que CertainTeed est tenue de payer ou de prélever sera ajouté au prix que doit payer l’acheteur.
17. CONFORMITÉ: CertainTeed atteste que ces produits ont été fabriqués en conformité avec toutes les exigences des lois fédérales et provinciales en matière de droit du travail.
18. LOIS APPLICABLES: Les présentes conditions et toute vente faite aux termes des présentes sont régies par les lois de la province d’Ontario, à l’exception des opérations conclues dans la province de Québec, qui sont alors régies par les lois de la province de Québec. CertainTeed et l’acheteur s’en remettent à la compétence des tribunaux de la province de Québec quant aux opérations qui ont lieu dans cette province. En ce qui a trait à toute autre opération, CertainTeed et l’acheteur s’en remettent à la compétence des tribunaux de la province d’Ontario.
19. DIVISIBILITÉ: Si une disposition quelconque des présentes conditions de vente est réputée illégale ou inexécutoire, son illégalité ou son caractère inexécutoire n’entachera pas la validité ou le caractère exécutoire des autres dispositions des présentes, lesquelles devront être interprétées comme si les dispositions illégales ou inexécutoires ne faisaient pas partie des présentes.
20. FRAIS D’AVOCAT ET FRAIS D’EXÉCUTION: CertainTeed et l’acheteur conviennent que s’il devient nécessaire pour une des parties aux présentes de recourir aux services d’un avocat pour faire valoir ses droits aux termes des présentes à l’encontre de l’autre partie aux présentes, la partie qui a gain de cause est en droit d’obtenir, outre les autres droits et recours dont elle peut disposer, un remboursement de la part de l’autre partie de tous les coûts et frais, dont les frais d’avocat raisonnables, les frais d’arbitrage et les frais judiciaires qui ont été engagés, y compris les frais et coûts engagés dans le cadre de toute procédure d’insolvabilité ou de tout appel interjeté devant des tribunaux étatiques ou provinciaux ou autres.
21. INTÉGRALITÉ DE L’ENTENTE  Les présentes conditions de vente représentent l’entente intégrale intervenue entre les parties quant à l’objet des présentes. L’acceptation des présentes constitue un contrat intégral liant les parties qui ne peut être modifié ou annulé sans le consentement écrit préalable des deux parties.

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Terms and Conditions of Sale – Gypsum – Canada (English)

1. SALES POLICY: Gypsum products will be sold in such areas at such prices and to such customers as CertainTeed Gypsum Canada, Inc. (CertainTeed) shall specify from time to time in Area Price Bulletins. Notice of changes in policy or price will be given at CertainTeed’s discretion. All orders are subject to acceptance by CertainTeed and are not binding on CertainTeed until and unless so accepted.
2. ORDERS The receipt by CertainTeed of a purchase order in any form, title or name, (a "purchase order") from the Purchaser shall be deemed to be Purchaser's acknowledgement and acceptance of the Terms and Conditions referenced herein (the “Terms and Conditions”). All other terms or conditions contained in the Purchaser’s form of purchase order shall not apply to any agreement between CertainTeed and Purchaser unless otherwise agreed to in writing by CertainTeed. References to “purchase order” herein shall mean any document other than the Terms and Conditions negotiated or executed by CertainTeed and Purchaser (collectively, the “parties”) for the purchase and sale of products or services.
3. TERMS OF PAYMENT: Contact CertainTeed’s Credit Department. ALL COMMUNICATIONS REGARDING BILLING DISPUTES AND ALL PAYMENTS OF ANY DISPUTED OR DELINQUENT AMOUNT ALSO MUST BE SENT TO CERTAINTEED’S CREDIT DEPARTMENT. ALL REBATES FOR WHICH PURCHASER BECOMES ELIGIBLE ARE SUBJECT TO CERTAINTEED'S RIGHT OF OFFSET AGAINST OUTSTANDING AMOUNTS OWED BY PURCHASER.
4. DELIVERY: Prices are F.O.B. customer warehouse. Freight charges will be prepaid for customer’s account for prepaid shipments. CertainTeed will make every effort to deliver orders at the time requested; however, no delivery delay will support a charge back, set off or claim for direct, indirect, incidental or consequential damages of any type.
5. TITLE AND RISK OF LOSS: Title and risk of loss passes to the Purchaser upon delivery of the products by CertainTeed to the carrier at the shipping point.
6. SECURITY INTEREST: If the sale of merchandise is made in a province other than Quebec, CertainTeed reserves and Purchaser grants to CertainTeed a purchase money security interest in all products sold and any cash receivables or cash from resale thereof to secure the full payment and performance by Purchaser of its liabilities and obligations to CertainTeed.
   If the sale of merchandise is made in Quebec, the Purchaser hereby hypothecates in CertainTeed's favour, without delivery, as a vendor’s hypothec (in accordance with Article 2954 of the Civil Code of Quebec), the merchandise identified in these Terms and Conditions, for an amount equal to the purchase price, plus interest, in order to guarantee Purchaser’s obligations under these Terms and Conditions, including the payment of any amount due under these Terms and Conditions.
   The Purchaser shall be in default under these Terms and Conditions, and the security interest/hypothec created hereunder shall become enforceable if: (a) Purchaser fails to pay the balance of the invoice value when due or fails to remedy a default within thirty (30) days after being notified of such default by CertainTeed; (b) Purchaser ceases to carry on its business or substantially changes the nature of its business; (c) Purchaser becomes or acknowledges being insolvent, becomes bankrupt or generally takes measures to arrive at a compromise, an arrangement or an agreement with its creditors, or arrives at the liquidation of its assets or its bankruptcy; (d) proceedings are instituted against the Purchaser in order to liquidate its assets or declare it bankrupt, which are not diligently contested by the Purchaser and are not dismissed or cancelled within twenty-one (21) days from the day on which they are instituted; (e) a prior notice is given by a creditor holding a prior claim or by a hypothecary creditor of its intention to exercise its prior claim or hypothecary rights or any other security, or if such right or security is exercised or if a secured creditor takes possession or appoints a receiver with respect to any part of the merchandise set out in these Terms and Conditions; or (f) a seizure is brought against the merchandise set out in these Terms and Conditions and should it not be quashed within ten (10) days thereafter.
   Purchaser acknowledges that this document may be filed with the appropriate authorities as a financing statement and/or hypothec and agrees to execute and deliver such documents as CertainTeed may request in order to perfect its security interest/hypothec.
7. TRANSPORTATION CHARGES/TYPE OF SHIPMENT: Contact CertainTeed’s Transportation Department.
8. RETURN POLICY: Products returned to a plant will not be accepted unless approval is given in advance by a CertainTeed Regional Sales Manager (through Product Manager or Plant Manager). Any defective product will be replaced with comparable replacement product or a refund will be given in the amount of the purchase price of original invoice (at CertainTeed’s option). Non-defective returns may be subject to a reconditioning/restocking fee of 20% of the invoice price of the products returned.
9. PRICE DECREASE: Upon publication of a price decrease, all unshipped orders will be billed at the new and lower prices. Unless otherwise notified or agreed, inventory adjustments will not be allowed.
10. PRICE INCREASE: In the event of a price increase, all unshipped orders accepted by CertainTeed prior to the effective date of the price increase will be invoiced at the increased prices in effect at the time of shipment unless otherwise notified or agreed.
11. PROTECTION OF SPECIFIC JOBS: Unless otherwise notified or agreed, no price protection will be granted on specific jobs, except that shipments for construction on Federal Government owned property financed with Federal funds may be made at the price that was in effect on the date contract was awarded to the general contractor, regardless of the date of shipment.
12. WARRANTIES: PRODUCTS ARE WARRANTED AGAINST DEFECTS IN MANUFACTURE FOR ONE YEAR. THIS WARRANTY SHALL BE VOID IF THE PURCHASER FAILS TO NOTIFY CERTAINTEED IN WRITING OF ANY CLAIM UNDER THIS WARRANTY IN WRITING WITHIN TEN (10) BUSINESS DAYS OF DISCOVERY OF ANY DEFECT OR NON-CONFORMANCE. THIS WARRANTY CONSTITUTES PURCHASER’S SOLE AND EXCLUSIVE REMEDY FOR CLAIMS IN RESPECT OF DEFECTIVE OR NON-CONFORMING PRODUCTS AND, TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, IS IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, GUARANTEES OR REPRESENTATIONS RELATING TO THE PRODUCTS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, IN CONTRACT, TORT OR OTHERWISE, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY SUCH WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION IS HEREBY EXCLUDED.
13. LIMITATION OF LIABILITY: THE TOTAL CUMULATIVE COLLECTIVE LIABILITY OF CERTAINTEED, ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES AND AGENTS (HEREINAFTER, THE “GROUP”) UNDER OR FOR BREACH OF THESE TERMS AND CONDITIONS FOR DIRECT COSTS, LOSSES OR DAMAGES, IF ANY, FROM ALL CLAIMS, ACTIONS OR SUITS, HOWSOEVER CAUSED OR ARISING RELATING TO PRODUCTS OR SERVICES PROVIDED UNDER THESE TERMS AND CONDITIONS, SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID BY PURCHASER TO CERTAINTEED IN RESPECT OF THE PARTICULAR PRODUCTS OR SERVICES PROVIDED UNDER THESE SPECIFIC TERMS AND CONDITIONS. THE TOTAL CUMULATIVE COLLECTION LIABILITY OF THE GROUP FOR LIABILITY FOR WARRANTY CLAIMS, AND THE SOLE REMEDY AVAILABLE TO PURCHASER FOR ANY WARRANTY CLAIMS, SHALL BE LIMITED TO THE REPAIR OR FURNISHING OF REPLACEMENT PRODUCTS FOR MATERIALS FOUND TO BE DEFECTIVE. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING WITHOUT RESTRICTION NEGLIGENCE) OR OTHERWISE SHALL THE GROUP OR ANY MEMBERS OR MEMBER THEREOF, BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR FOR OTHER PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES. NOTWITHSTANDING THE FOREGOING, CERTAINTEED SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE FOR ANY LABOR COSTS OR CHARGES ASSOCIATED WITH THE REMOVAL OR REPLACEMENT OF DEFECTIVE PRODUCTS.
14. CLAIMS: In case of warranty claims against CertainTeed for defect in manufacture, written notice of the basis for the claim and sample of product illustrating such defect must be submitted to CertainTeed. CertainTeed shall have 60 days from date of receipt of such notice to inspect and dispose of defective material if such claim is allowed. Under no circumstances are products to be returned to CertainTeed unless the Purchaser has received CertainTeed’s written instructions to do so. The Purchaser shall have no right to deduct the amount of any claim from CertainTeed’s invoice until the claim is allowed by CertainTeed or adjudicated by proper authority. Unless otherwise agreed, all claims for loss or damage to products in transit must be filed with the carrier by the Purchaser. CertainTeed will give all reasonable assistance to the Purchaser in collecting loss or damage claims from carriers by furnishing duplicate invoice, affidavits showing count when loaded, method of loading, etc. Purchaser should in all cases immediately report loss and/or damages to carrier and request inspection in case of damage. On loss claims, Purchaser should secure car or truck seal numbers and a signed exception report from carrier.
15. FORCE MAJEURE: CertainTeed will not be liable for any loss or damage for its failure to ship any order in accordance with the terms of the order where such failure is caused by any requirement of a governmental agency or authority, shortage of raw material, strikes or other labor trouble, fire, riots, wars, acts of God or other causes beyond the control of CertainTeed.
16. TAX: An amount equal to any tax or other governmental charge upon the production, sale, occupation of selling, shipment or use of material which is now or may be hereafter imposed by Federal, Provincial, Municipal, or any other governmental authorities upon either the Purchaser or CertainTeed which CertainTeed is obliged to pay or collect shall be added to the price and shall be paid by the Purchaser.
17. COMPLIANCE: CertainTeed certifies that these products were produced in compliance with all requirements of applicable federal and provincial labor laws.
18. GOVERNING LAW: These Terms and Conditions and any sales hereunder shall be governed by the laws of the Province of Ontario except for transactions occurring in the Province of Quebec in which case the laws of the Province of Quebec shall apply. CertainTeed and Purchaser submit to the jurisdiction of the courts of the Province of Quebec for transactions occurring in that Province. For all other transactions, CertainTeed and Purchaser submit to the jurisdiction of the courts in the Province of Ontario.
19. SEVERABILITY: If any provision of these terms and conditions of sale shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any other provisions hereof, which together shall be construed as if such illegal or unenforceable provisions had not been included herein.
20. ATTORNEYS' FEES AND COSTS OF ENFORCEMENT: CertainTeed and Purchaser agree that should it become necessary for any party hereto to employ an attorney to enforce any of such party’s rights hereunder against the other party hereto, the prevailing party shall be entitled, in addition to any other rights and remedies it may have, to reimbursement from the non-prevailing party of all costs and expenses, including but not limited to reasonable attorneys’ fees, costs of arbitration and court costs incurred, including fees and costs incurred in any bankruptcy case, matter or proceeding or any appeal taken in any state or provincial court or any other tribunal.
21. ENTIRE AGREEMENT These Terms and Conditions represent the entire agreement between the parties with respect to the subject matter hereof. This acceptance constitutes a complete and binding contract which cannot be modified or canceled without written consent of both parties.
22. ENGLISH LANGUAGE The parties confirm that it is their wish that these Terms and Conditions as well as all other documents relating to these Terms and Conditions, including notices, be drawn up in English only. / Les parties aux présentes confirment leur volonté que les présentes conditions et tous documents accessoires soient rédigés en anglais.

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Terms and Conditions of Sale – Gypsum – US

1. SALES POLICY: Gypsum products will be sold in such areas at such prices and to such customers as CertainTeed Gypsum (CertainTeed) shall specify from time to time in Area Price Bulletins. Notice of changes in policy will be given at CertainTeed’s discretion. All orders are subject to acceptance by CertainTeed and are not binding on CertainTeed until and unless so accepted.
2. TERMS OF PAYMENT: Contact CertainTeed’s Credit Department. ALL COMMUNICATIONS REGARDING BILLING DISPUTES AND ALL PAYMENTS OF ANY DISPUTED OR DELINQUENT AMOUNT ALSO MUST BE SENT TO CERTAINTEED’S CREDIT DEPARTMENT. ALL REBATES FOR WHICH PURCHASER BECOMES ELIGIBLE ARE SUBJECT TO CERTAINTEED'S RIGHT OF OFFSET AGAINST OUTSTANDING AMOUNTS OWED BY PURCHASER.
3. DELIVERY: Prices are F.O.B. customer location. Freight charges will be prepaid for customer’s account and indicated as a separate item on the invoice. CertainTeed will make every effort to deliver orders at the time requested; however, no delivery delay will support a charge back, set off or claim for direct, indirect, incidental or consequential damages of any type.
4. TITLE AND RISK OF LOSS: Title and risk of loss passes to the Purchaser upon delivery of the products by CertainTeed to the carrier at the shipping point.
5. SECURITY INTEREST: CertainTeed reserves and Purchaser grants to CertainTeed a purchase money security interest in all products sold and any cash receivables or cash from resale thereof to secure the full payment and performance by Purchaser of its liabilities and obligations to CertainTeed. Purchaser acknowledges that this document may be filed with the appropriate authorities as a financing statement and agrees to execute and deliver such documents as CertainTeed may request in order to perfect its security interest.
6. TRANSPORTATION CHARGES/TYPE OF SHIPMENT: Contact CertainTeed’s Transportation Department.
7. RETURN POLICY: Products returned to a plant will not be accepted unless approval is given in advance by a CertainTeed Regional Sales Manager (through Product Manager or Plant Manager). Any defective product will be replaced with comparable replacement product or a refund will be given in the amount of the purchase price of original invoice (at CertainTeed’s option). Non-defective returns may be subject to a reconditioning/restocking fee of 20% of the invoice price of the products returned.
8. PRICE DECREASE: Upon publication of a price decrease, all unshipped orders will be billed at the new and lower prices. Unless otherwise notified or agreed, inventory adjustments will not be allowed.
9. PRICE INCREASE: In the event of a price increase, all unshipped orders accepted by CertainTeed prior to the effective date of the price increase will be invoiced at the increased prices in effect at the time of shipment unless otherwise notified or agreed.
10. PROTECTION OF SPECIFIC JOBS: Unless otherwise notified or agreed, no price protection will be granted on specific jobs, except that shipments for construction on Federal Government owned property financed with Federal funds may be made at the price that was in effect on the date contract was awarded to the general contractor, regardless of the date of shipment.
11. WARRANTIES: PRODCTS ARE WARRANTED AGAINST DEFECTS IN MANUFACTURE FOR ONE YEAR. CERTAINTEED DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
12. LIMITATION OF LIABILITY: CERTAINTEED’S LIABILITY FOR WARRANTY CLAIMS SHALL BE LIMITED TO THE REPAIR OR FURNISHING OF REPLACEMENT PRODUCTS FOR MATERIALS FOUND TO BE DEFECTIVE. CERTAINTEED SHALL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR FOR OTHER PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. THE MAXIMUM LIABILITY OF SELLER FOR DIRECT DAMAGES, IF ANY, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE INVOICE PRICE OF THE PARTICULAR PRODUCTS. CERTAINTEED IS NOT RESPONSIBLE FOR LABOR CHARGES ASSOCIATED WITH THE REMOVAL OR REPLACEMENT OF DEFECTIVE PRODUCTS.
13. CLAIMS: In case of warranty claims against CertainTeed for defect in manufacture, written notice of the basis for the claim and sample of product illustrating such defect must be submitted to CertainTeed. CertainTeed shall have 60 days from date of receipt of such notice to inspect and dispose of defective material if such claim is allowed. Under no circumstances are products to be returned to CertainTeed unless the Purchaser has received CertainTeed’s written instructions to do so. The Purchaser shall have no right to deduct the amount of any claim from CertainTeed’s invoice until the claim is allowed by CertainTeed or adjudicated by proper authority. Unless otherwise agreed, all claims for loss or damage to products in transit must be filed with the carrier by the Purchaser. CertainTeed will give all reasonable assistance to the Purchaser in collecting loss or damage claims from carriers by furnishing duplicate invoice, affidavits showing count when loaded, method of loading, etc. Purchaser should in all cases immediately report loss and/or damages to carrier and request inspection in case of damage. On loss claims, Purchaser should secure car or truck seal numbers and a signed exception report from carrier.
14. FORCE MAJEURE: CertainTeed will not be liable for any loss or damage for its failure to ship any order in accordance with the terms of the order where such failure is caused by any requirement of a governmental agency or authority, shortage of raw material, strikes or other labor trouble, fire, riots, wars, acts of God or other causes beyond the control of CertainTeed.
15. TAX: An amount equal to any tax or other governmental charge upon the production, sale, occupation of selling, shipment or use of material which is now or may be hereafter imposed by Federal, State, Municipal, or any other governmental authorities upon either the Purchaser or CertainTeed which CertainTeed is obliged to pay or collect shall be added to the price and shall be paid by the Purchaser.
16. COMPLIANCE: CertainTeed certifies that these goods were produced in compliance with all applicable requirements of the Fair Labor Standards Act of 1938, as amended, and of regulations and orders of the Administrator of the Wage and Hour Division issued pursuant thereto.
17. GOVERNING LAW: This agreement and any sales hereunder shall be governed by the laws of the State of Florida, without regard to conflicts of law rules. Both parties consent to the jurisdiction of Hillsborough County, Florida courts over any matters arising out this agreement or any sales hereunder.
18. SEVERABILITY: If any provision of these terms and conditions of sale shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any other provisions hereof, which together shall be construed as if such illegal or unenforceable provisions had not been included herein.
19. ATTORNEYS' FEES AND COSTS OF ENFORCEMENT: CertainTeed and Purchaser agree that should it become necessary for any party hereto to employ an attorney to enforce any of such party’s rights hereunder against the other party hereto, the prevailing party shall be entitled, in addition to any other rights and remedies it may have, to reimbursement from the non-prevailing party of all costs and expenses, including but not limited to reasonable attorneys’ fees, costs of arbitration and court costs incurred, including fees and costs incurred in any bankruptcy case, matter or proceeding or any appeal taken in any state or federal court or any other tribunal.
20. ENTIRE AGREEMENT These terms and conditions of sale represent the entire agreement between the parties with respect to the subject matter hereof. This acceptance constitutes a complete and binding contract which cannot be modified or canceled without written consent of both parties.

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Terms of Use

Acceptance of Terms

The CertainTeed web site (the "Site") is owned and operated by CertainTeed Corporation, a Delaware corporation located at 750 E. Swedesford Rd., Valley Forge, PA 19482-0101 (the "Company"). In exchange for accessing, browsing and/or using this Site, you agree to be bound by these Terms of Use and to comply with all applicable laws and regulations, including without limitation U.S. export and re-export laws and regulations. If you do not agree with any part of these Terms of Use, DO NOT USE THIS SITE OR DOWNLOAD ANY MATERIALS FROM IT.

Access and Use of Information

Access to this Site is limited to viewing the linked Web pages solely for legitimate business purposes to access the information provided by the Company at this Site. Any access to or attempt to access other areas of the Company’s computer system or other information contained on the system for any purposes is strictly prohibited.

Copyright Notice; Use Restrictions

The information presented on this Site, along with any documents, data files or other materials available for viewing or downloading (including, for example, press releases, product descriptions, customer guides or tips, and FAQs) is the copyrighted work of the Company and/or its suppliers and is protected under US and worldwide copyright laws and treaty provisions. The Company grants you permission to copy any such information or material so long as each copy (i) is solely for informational use or for permitted commercial uses in support of the Company's products or business interests and is not modified or revised in any manner, (ii) plainly displays all copyright and other proprietary notices, in the same form and manner as on the original and (iii) displays a statement that the materials are used solely with permission of the Company. You also may not, without the Company's permission, "mirror" or "frame in" any material contained on this Site on any other server.

Except as expressly granted in this section (or to you specifically in writing), the Company and its suppliers do not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information.

Submission of Information

Any feedback or other information collected from users or customers of the Site, such as comments, suggestions, or the like, shall be deemed to be non-confidential and the Company shall have no obligation of any kind with respect to such information and shall be free to reproduce, use, disclose and distribute the information to others without limitation. Further, the Company shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever including but not limited to developing, producing and marketing products incorporating such information.

Confidentiality

The Company may designate certain portions of this Site for the exclusive use of certain parties with whom the Company does business (such as distributors, dealers or contractors). Those areas of the Site which you access by using a password or other security means contain proprietary and confidential information on the Company and its suppliers, including product specifications, engineering documents, manuals, and other technical and marketing information ("Confidential Information"). By accessing this Confidential Information, you agree to keep this information confidential and to use the information solely for the purposes intended by this Site. You also agree to be careful with the Confidential Information and to only disclose it within your company to employees with a "need to know" who are instructed and agree not to disclose the information and not to use the information for any purpose not permitted by this agreement. You will not alter, decompile, disassemble, reverse engineer, or modify any Confidential Information that you receive.

Trademarks and Service Marks

All product or service names used on the Site are trademarks of the Company unless otherwise indicated. The Company's trademarks may be used by third parties only with the prior written consent of the Company and with proper acknowledgement.

Third Party Statements on the Site

Users or other third parties may post statements or information on some portions of the Site from time to time. The Company may, but is not obligated to, monitor or review any such statements or information. The Company makes no representation as to the accuracy, appropriateness, legality, ownership or other aspects of such statements or information. The Company expressly disclaims any liability for such third party statements under criminal or civil laws relating to defamation, intellectual property infringement, privacy, obscenity, or other areas of law.

Links to Third Party Web Sites

This Site may contain links to web sites maintained by other companies, individuals or agencies as a convenience to users. These linked sites are not under the control of the Company, and the Company is not responsible for the accuracy of information on such sites. The Company does not monitor or review the content of such third party sites and therefore advises you that your access to and use of any such sites is at your own risk.

Links to the Company's Web Sites

Any party seeking to publish any link to this web site on another web site should notify the Company in advance of any such link.

Disclaimer of Warranty

THE SITE IS PROVIDED BY THE COMPANY ON AN "AS IS" BASIS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, OR THE INFORMATION, CONTENT, MATERIALS AND/OR PRODUCTS INCLUDED ON THIS SITE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NONINFRINGMENT.

THE COMPANY FURTHER DOES NOT WARRANT THE ACCURACY AND COMPLETENESS OF THE MATERIALS OR SERVICES AT THIS SITE. THE COMPANY MAY MAKE CHANGES TO THE MATERIALS AT THIS SITE, OR TO THE PRODUCTS AND PRICES DESCRIBED IN THEM, AT ANY TIME WITHOUT NOTICE. THE MATERIALS AND SERVICES AT THIS SITE MAY BE OUT OF DATE, AND THE COMPANY MAKES NO COMMITMENT TO UPDATE THEM. INFORMATION PUBLISHED AT THIS SITE MAY REFER TO PRODUCTS, PROGRAMS OR SERVICES THAT ARE NOT AVAILABLE IN YOUR COUNTRY. CONSULT WITH REPRESENTATIVES OF THE COMPANY IN YOUR AREA REGARDING THE PRODUCTS, PROGRAMS AND SERVICES THAT MAY BE AVAILABLE TO YOU. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Limitation of Liability

THE COMPANY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL PUNITIVE AND CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER THE COMPANY HAS BEEN NOTIFIED OF SUCH DAMAGES.

Applicable Law

This Site originates from and is maintained in the United States of America, and the Company makes no representations regarding the legality of access to or use of the Site or the materials from other countries. Access in countries where the materials are illegal is prohibited. Users who access the Site from outside the United States do so at their own risk and are responsible for compliance with applicable U.S. export and local country laws. These Terms will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to any principles of conflicts of laws.

Revisions

The Company may revise or withdraw content on this Site, in whole or in part, at any time without notice. The Company may modify or amend its Terms of Use at any time by updating this posting. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages within this Site.

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Privacy Policy

CertainTeed Corporation (the "Company") respects your privacy. We have adopted the following policies and procedures to ensure that any information you provide to us on the CertainTeed Web Site (the "Site") is treated appropriately and with your full knowledge and consent. The purpose of this Privacy Statement is to explain what information we may collect from you and how this information may be used.

What type of personal information is collected on this Site and how is it used?

Certain areas of the Site may request that you voluntarily supply us with personal information. These requests are limited to specific activities on the Site where the use of such information is necessary such as to process an online transaction or respond to a request for product literature or send your contact information to a service professional of your choosing. Your participation in these activities is completely optional.

• Requests for Literature or Other Information. In many cases we offer additional information about the products and services described on the Site. To request this information, you must supply us with certain contact information such as your name, mailing address and email address.
• Ordering Information, Certain transactional information must be supplied to the Company to place an order such as your name, your company name, shipping address, email address and certain financial information (e.g., credit card number, expiration date). This information is used solely for billing and collection purposes. The contact information may also be used by us in connection with certain marketing activities such as a promotion or new product announcements. The Company will refrain from making these types of communications to customers who have opted out of these programs as described further below.
• Requests for Service Professionals to Contact You, When using our website feature to locate a service professional, you have the option to request the service professional of your choosing to contact you directly. The required information that you must supply includes your name, city, state, zip code and email address. By the nature of this voluntary request on your part, we forward this required information only to your selected service professionals. The Company also may use this information in connection with certain marketing activities, such as promotion or new product announcements.
• Warranty Registration. In some cases, you may be able to submit your product warranty registration to us through this Site. Our warranty registration process requires you to supply us with certain information about you (such as your name and mailing address) and the products being registered. We may also ask you to supply us with additional information in connection with marketing surveys.
• Sweepstakes and Contests When you enter a contest or other promotional event offered at this Site, we may ask for your name, address, telephone number and e-mail address. This information is used to administer the contest and notify winners.
• Site Use Data The Company may also collect other information from customers and visitors to the Site such as the user’s IP address, domain name, length of time spent on the Site, and the pages accessed during each visit to the Site. The Company uses this information to analyze trends, administer the site, track user’s movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.

How will the Company protect your personal information?

We will not share your personal information with third parties (aside from entities that perform services for us, such as fulfilling orders, that either are bound to comply with our Privacy Statement or have privacy policies that protect your information) without your permission.

Certain information supplied by you to our Site may be password-protected, and you should take appropriate measures to protect the secrecy of your password. If you use a computer in a public place or share a computer with others, remember to sign out and close your browser window when you finish accessing our Site in order to prevent others from accessing your personal information. You are solely responsible for the control and use of each password you create.

The Company may disclose information you have provided to us if we have a good faith belief that such disclosure is necessary to (1) comply with the law or with legal process served on the Company; or (2) protect and defend the rights or property of the Company.

If we gather demographic information from you (for example, your age, education level or household income), we will not share that information in a manner that identifies you as an individual with any other entity, unless we let you know that at the time of collection. When we share demographic information with third parties, we will give them aggregate information only.

What are "Cookies" and does this Site use them?

"Cookies" are small pieces of information that are stored by your browser on your computer's hard drive. Most web browsers automatically accept cookies, but you can usually change your browser to prevent that if you would rather we not store the information for future use. Our cookies enable us to provide you with more personal service. The Company uses cookies to facilitate the administration of the Site and enhance the content of the Site for our users.

What security measures are employed by this Site?

The Company has security measures in place to protect the loss, misuse and alteration of the information under our control. These include a firewall to prevent unauthorized access to our systems and maintenance of registration information in a separate database. Although we will exercise reasonable care in providing secure transmission of information between your computer and our servers, we cannot ensure or warrant the security of any information transmitted to us over the Internet. We will protect the transmission of credit card and other transactional information through industry standard, SSL (secure socket layer) encryption.

What about your links to other web sites? Is my information protected by these sites?

This Site may contain links to other web sites. Please be aware that the Company is not responsible for the privacy practices of such other sites. The Company encourages our users to be aware when they leave this Site and to read the privacy statements of each and every web site that collects personally identifiable information. This Privacy Statement applies solely to information collected by this Site. Additionally, the existence of any external link or external request for information does not suggest that we are endorsing the linked or external company or its products or services.

A Special Note about Children

The Company will notify you of changes to its user privacy and information usage practices by posting the changes on this page. Please check the revision date at the bottom of this Privacy Policy to determine if the policy has been modified since you last reviewed it.

We believe parents should supervise their children's online activities and consider using parental control tools available from online services and software manufacturers that help provide a kid-friendly online environment. These tools can also prevent children from otherwise disclosing online their name, address, and other personal information without parental permission.

Changes to Our Policy

The Company will notify you of changes to its user privacy and information usage practices by posting the changes on this page. Please check the revision date at the bottom of this Privacy Policy to determine if the policy has been modified since you last reviewed it.

Terms and Conditions of Use

Your use of the Site, including any dispute concerning privacy, is subject to this Privacy Statement and the Company’s Terms and Conditions of Use. By using this Site, you are accepting the practices set out in this Statement and those Terms.

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Terms and Conditions - Where to Buy/Find a Pro

CertainTeed Corporation does not guarantee that we will be able to match your service needs with a service professional or that there are service professionals in your area that either are capable or willing to complete your service needs. Although we take certain steps to examine the credentials of our listed service professionals, CertainTeed makes no guarantees or representations regarding the skills or representations of such service professional or the quality of the job that he or she may perform for you if you elect to retain their services. CertainTeed does not endorse or recommend the services of any particular service professional. It is entirely up to you to enter into a direct contract or otherwise reach agreement with a service professional, and we do not guarantee or warrant their performance on the job or the outcome or quality of the services performed. The service professionals are not employees or agents of CertainTeed, nor is CertainTeed an agent of the service professionals. CertainTeed does not perform, and is not responsible for, any of the services requested by you in your service request. Your rights under contracts you enter into with service professionals are governed by the terms of such contracts and by applicable federal, state, provincial and local laws. Should you have a dispute with any service professional, you must address such dispute with the service professional directly, AND YOU HEREBY AGREE TO RELEASE CERTAINTEED (AND OUR OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES AND AGENTS) AND ANY OTHER PERSON, FIRM, OR ENTITY (INCLUDING OUR BUSINESS PARTNERS SUCH AS A PRODUCT MANUFACTURER OR SUPPLIER WHO MAY EMPLOY THE CERTAINTEED MATCHING UTILITY) FROM ANY DAMAGES OR CLAIMS (INCLUDING CONSEQUENTIAL AND INCIDENTAL DAMAGES) OF EVERY KIND OR NATURE, SUSPECTED AND UNSUSPECTED, KNOWN AND UNKNOWN, AND DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES AND YOUR DEALINGS WITH SERVICE PROFESSIONALS.



CertainTeed believes that it uses commercially reasonable methods to check these matters in its prescreening process, but does not make any representations or warranties that members are appropriately licensed, free of bankruptcies or civil or criminal legal judgments, or carry appropriate general liability insurance or bonding at the time of registration, during the period they are members, or thereafter. As circumstances can change daily, CertainTeed advises consumers to check these matters for themselves especially at future dates. CertainTeed does not represent or warrant that the information received from state, provincial or other government agencies or from third party sources is accurate, error free, or that it is up to date or updated at the time that CertainTeed checks such information. Most agencies have periodic update cycles or schedules and this information is not updated on a real-time basis by such agencies and third party sources.

DISCLAIMER: CERTAINTEED EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED RELATING TO THE PRESCREENING PROCESS, CRITERIA, PROCEDURES, OR INFORMATION OBTAINED OR PRESENTED IN THE PRESCREENING PROCESS OR DISCLOSURES INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR THAT THE SCREENING OR VERIFICATION PROCEDURES OR STANDARDS ARE SUFFICIENT OR THAT THE INFORMATION RECEIVED IN THESE SCREENING OR VERIFICATION PROCEDURES IS ACCURATE, TIMELY OR ERROR FREE.

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Suitability for use, including color and/or texture compatibility, as well as the appropriateness of the design selected, of the CertainTeed products depicted in this brochure or elsewhere in any given application is the purchaser's and/or end user's responsibility. CertainTeed does not assume any responsibility or liability for any advice furnished by it, or for the performance or results of any installation or use of these products, or of any final products into which these products may be incorporated, by or on behalf of the purchaser or end user.

Terms and Conditions of Sale – Ceilings - US

1. SALES POLICY: Ceilings products will be sold in such areas to such customers and at such prices as CertainTeed Ceilings (CertainTeed) shall specify from time to time in Area Price Bulletins. Notice of changes in policy will be given at CertainTeed’s discretion. All orders are subject to acceptance by CertainTeed and are not binding on CertainTeed until and unless so accepted. Acceptance of any order by CertainTeed is expressly made conditional on Buyer’s assent to the terms and conditions set forth herein. In the event that any of the terms and conditions of any purchase order, order confirmation or other communication of Buyer conflict with any of the terms and conditions set forth herein, these terms and conditions shall govern, and CertainTeed hereby gives notice of its objection to any additional or different terms or conditions in any such purchase order, order confirmation or communication.
2. TERMS OF PAYMENT: CertainTeed’s standard payment terms are Net 30 days from the invoice date. Contact CertainTeed’s Credit Department with any questions. If any amount is not paid when due, CertainTeed shall have the right, in addition to any other remedy available to it, to charge interest on such overdue amount at a rate equal to the lesser of 1% per month or the maximum rate permitted by law. ALL COMMUNICATIONS REGARDING BILLING DISPUTES AND ALL PAYMENTS OF ANY DISPUTED OR DELINQUENT AMOUNT ALSO MUST BE SENT TO CERTAINTEED’S CREDIT DEPARTMENT.
3. DELIVERY: Prices are F.O.B. shipping point. Freight charges will be prepaid for customer’s account and indicated as a separate item on the invoice. CertainTeed will make every effort to deliver orders at the time requested; however, no delivery delay will support a charge back, set off or claim for direct, indirect, incidental or consequential damages of any type.
4. TITLE AND RISK OF LOSS: Title and risk of loss passes to the Buyer upon delivery of the products by CertainTeed to the carrier at the shipping point.
5. SECURITY INTEREST: CertainTeed reserves and Buyer grants to CertainTeed a purchase money security interest in all products sold and any cash receivables or cash from resale thereof to secure the full payment and performance by Buyer of its liabilities and obligations to CertainTeed. Buyer acknowledges that this document may be filed with the appropriate authorities as a financing statement and agrees to execute and deliver such documents as CertainTeed may request in order to perfect its security interest.
6. TRANSPORTATION CHARGES/TYPE OF SHIPMENT: Contact CertainTeed’s Transportation Department.
7. RETURN POLICY: Only Service Level A and B products are returnable upon prior approval by a duly authorized representative of CertainTeed. Any credit for such return shall be issued only after the products have been received and inspected by CertainTeed. Returns will be subject to a reconditioning/restocking fee of 40% of the invoice price of the products returned. All freight charges associated with returning any products will be at Buyer’s sole cost and expense. All other products returned to a plant will not be accepted by CertainTeed
8. PRICE DECREASE: Upon publication of a price decrease, all unshipped orders will be billed at the new and lower prices. Unless otherwise notified or agreed, inventory adjustments will not be allowed.
9. PRICE INCREASE: In the event of a price increase, all unshipped orders accepted by CertainTeed prior to the effective date of the price increase will be invoiced at the increased prices in effect at the time of shipment unless otherwise notified or agreed.
10. PROTECTION OF SPECIFIC JOBS: Unless otherwise notified or agreed, no price protection will be granted on specific jobs, except that shipments for construction on Federal Government owned property financed with Federal funds may be made at the price that was in effect on the date contract was awarded to the general contractor, regardless of the date of shipment.
11. SURCHARGES: Prices do not include surcharges for energy, transportation or other extraordinary or unexpected increases incurred by CertainTeed in connection with the manufacture, supply or delivery of products hereunder.
12. WARRANTIES: CERTAINTEED’S WARRANTIES WITH RESPECT TO PRODUCTS SOLD HEREUNDER ARE AS SET FORTH IN THE CERTAINTEED CEILINGS PRODUCT CATALOG AS AMENDED FROM TIME TO TIME AND ARE SUBJECT TO THE TERMS, CONDITIONS, AND LIMITATIONS SET FORTH THEREIN. CERTAINTEED DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
13. LIMITATION OF LIABILITY: CERTAINTEED’S LIABILITY FOR WARRANTY CLAIMS SHALL BE LIMITED TO THE REPAIR OR FURNISHING OF REPLACEMENT PRODUCTS FOR MATERIALS FOUND TO BE DEFECTIVE IN ACCORDANCE WITH THE APPLICABLE WARRANTY. NO OTHER DIRECT DAMAGES WILL BE PAID. CERTAINTEED SHALL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR FOR OTHER PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. CERTAINTEED IS NOT RESPONSIBLE FOR LABOR CHARGES ASSOCIATED WITH THE REMOVAL OR REPLACEMENT OF DEFECTIVE PRODUCTS.
14. CLAIMS: In case of warranty claims against CertainTeed for defect in manufacture, written notice of the basis for the claim and sample of product illustrating such defect must be submitted to CertainTeed. CertainTeed shall have 60 days from date of receipt of such notice to inspect and dispose of defective material if such claim is allowed. Under no circumstances are products to be returned to CertainTeed unless the Buyer has received CertainTeed’s written instructions to do so. The Buyer shall have no right to deduct the amount of any claim from CertainTeed’s invoice until the claim is allowed by CertainTeed or adjudicated by proper authority. Unless otherwise agreed, all claims for loss or damage to products in transit must be filed with the carrier by the Buyer. CertainTeed will give all reasonable assistance to the Buyer in collecting loss or damage claims from carriers by furnishing duplicate invoice, affidavits showing count when loaded, method of loading, etc. Buyer should in all cases immediately report loss and/or damages to carrier and request inspection in case of damage. On loss claims, Buyer should secure car or truck seal numbers and a signed exception report from carrier.
15. FORCE MAJEURE: CertainTeed will not be liable for any loss or damage for its failure to ship any order in accordance with the terms of the order where such failure is caused by any requirement of a governmental agency or authority, shortage of raw material, strikes or other labor trouble, fire, riots, wars, acts of God or other causes beyond the control of CertainTeed.
16. TAX: An amount equal to any tax or other governmental charge upon the production, sale, occupation of selling, shipment or use of material which is now or may be hereafter imposed by Federal, State, Municipal, or any other governmental authorities upon either the Buyer or CertainTeed which CertainTeed is obliged to pay or collect shall be added to the price and shall be paid by the Buyer.
17. COMPLIANCE: CertainTeed certifies that these products were produced in compliance with all applicable requirements of the Fair Labor Standards Act of 1938, as amended, and of regulations and orders of the Administrator of the Wage and Hour Division issued pursuant thereto.
18. GOVERNING LAW: This agreement and any sales hereunder shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflicts of law rules. Both parties consent to the jurisdiction of Pennsylvania courts, including as appropriate the federal courts located therein, over any matters arising out this agreement or any sales hereunder.
19. SEVERABILITY: If any provision of these terms and conditions of sale shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any other provisions hereof, which together shall be construed as if such illegal or unenforceable provisions had not been included herein.
20. ATTORNEYS’ FEES AND COSTS OF ENFORCEMENT: If it becomes necessary to place Buyer’s account with an attorney or other agency for collection, Buyer shall be responsible for all costs and expenses, including reasonable attorney’s and/or collection fees, incurred by CertainTeed in connection therewith.
21. ENTIRE AGREEMENT: These terms and conditions of sale constitute the entire agreement between the parties with respect to the subject matter hereof. No course of dealing or usage of trade shall be relevant to supplement or explain any of these terms and conditions. No modification of these terms and conditions shall be effective unless made in writing and executed by CertainTeed. In the absence of Buyer’s written acceptance of these terms and conditions, the acceptance by Buyer of any products delivered hereunder shall constitute acceptance of these terms and conditions.
22. ASSIGNMENT: This agreement shall not be assigned by Buyer without the prior written consent of CertainTeed, and any assignment made without such consent shall be null and void. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
23. INTERNATIONAL SALE OF GOODS: The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this agreement.

Translations

Portions of CertainTeed.com are available in French and Spanish. Translation of any materials into languages other than English is intended solely as a convenience to the non-English-reading public. We have attempted to provide an accurate translation of the original material in English, but due to the difficulties of translation, slight differences may exist.

The following areas of the site are only available in English:

• the Learning Center
• the Idea Center
• the Pressroom
• some PDF or Word resources
• videos
• extranets

CertainTeed.com is translated into Spanish and Canadian French by MC2 Translate, a part of MC2 WIT (MC2 Web Design, MC2 IT, MC2 Translate).

CertainTeed Blog Guidelines

CertainTeed has developed the CertainTeed Blog (http://blog.certainteed.com) as a valuable component of its business and marketing strategy. The goals of the CertainTeed Blog are threefold: (1) to raise the visibility of the company, (2) to make a contribution to the industry, and (3) to give the public a look at what goes on within the company.

The CertainTeed Blog Guidelines have been developed for CertainTeed employees who write posts for the CertainTeed Blog. The following seven Guidelines identify the legal implications of blogging about the company and also include recommended best practices to consider when posting about CertainTeed and its products. Failure to abide by these seven Guidelines can result in serious ramifications to CertainTeed and possibly its employees.

1. Legal Liability.  CertainTeed is legally responsible for the commentary posted on the CertainTeed Blog. Accordingly, do not post any commentary that is defamatory, proprietary, obscene, libelous or embarrassing to another person or entity, or that violates the privacy rights of another. Please avoid using exaggeration, colorful language, guesswork, obscenity, legal conclusions, and derogatory remarks or characterizations, particularly when describing the attributes of CertainTeed’s products and comparing those products to those made by competitors. Outside parties can pursue legal action against CertainTeed for postings on the CertainTeed Blog.
   
   
2. Copyrights.  Do not post any material that is copyrighted unless (a) CertainTeed is the copyright owner, (b) CertainTeed has the written permission of the copyright owner to post the copyrighted material on the CertainTeed Blog, or (c) you are sure that the use of any copyrighted material by CertainTeed is permitted by the legal doctrine of “fair use.” Please contact Mike Loughery at blog@certainteed.com if you have questions about any blog posting containing copyrighted material.
   
   
3. Company Secrets.  Do not disclose sensitive, proprietary, confidential, or financial information about CertainTeed, other than what is publicly available in company press releases. Confidential information includes information related to revenues, margins, profits, forecasts, and other financial information, and any information related to inventions, strategy, brands, products, product lines, customers, operating units, etc. Do not disclose any information about any specific customer. If in doubt, please check with your supervisor before posting this type of information. Disclosing confidential or proprietary information can negatively impact the company’s business and may result in regulatory violations.
   
   
4. Press Inquiries.  Blog postings may generate media coverage. If a member of the media contacts you about a CertainTeed Blog posting or requests information of any kind regarding CertainTeed, contact Mike Loughery blog@certainteed.com.
   
   
5. Write What You Know.  The best way to be interesting, stay out of trouble, and have fun is to write about what you know. For example, if you have a deep understanding of a particular CertainTeed product, consider focusing your CertainTeed Blog posts on that product.
   
   
6. Be Nice.  Do not attack other individuals or companies, including fellow employees, authors, customers, vendors or competitors. The public views all CertainTeed employees as representatives of the company. Postings on the CertainTeed Blog can influence public perceptions of our organization (whether you intend to or not).
   
   
7. Remember the Handbook.  As a condition of your employment, you agreed to abide by the rules of the CertainTeed Employee Handbook. The handbook also applies to your blogging activities. Your public communications concerning CertainTeed must not violate any rules or prohibitions in the handbook.