Terms & Conditions

These Terms and Conditions (the “Terms”) shall apply to and govern all purchases and other transactions to acquire any products from Xceed Oilfield Supply Ltd.(the “Seller”) by the buyer named in the Sales Order (the “Buyer”). These Terms are incorporated into and shall apply to each quotation, order or other request of the Buyer to purchase or acquire the requested products (the “Purchase Order”) and to each contract, agreement or other legally binding commitment of Buyer to purchase or acquire products (“Sales Order”).

The Terms set forth herein shall constitute the entire agreement and understanding between Seller and Buyer relating to the products to which the Purchase Order and Sales Order pertain and merge all prior discussions, understandings, agreements and documents between them. Any variation to the Terms and any additional or different terms or conditions on any Purchase Order or other document submitted by Buyer are expressly rejected unless and until specifically agreed to in writing by a duly authorized officer of the Seller.

All orders will be invoiced at the quotation price set forth in the Sales Order. All sales, use, excise and other applicable taxes shall be charged to Buyer and remitted by Buyer to Seller.

Separate invoices shall be supplied for each Purchase Order shipment. Each invoice shall be itemized and shall show quantity, shipment details (including date, shipping method and F.O.B.), currency, Purchase Order number and Sales Order number. All prices are in Canadian dollars, unless otherwise agreed.

Unless otherwise noted, all sales of products are made F.O.B. point of shipment and in all cases, risk of loss or damage shall pass upon delivery to the common carrier at point of shipment and thereafter all risk of loss or damage shall be borne by Buyer. Unless otherwise specifically agreed to in writing by Seller, Buyer shall pay all freight and insurance charges. Delivery dates, if any, given in advance of actual shipment of products are good faith estimates and shall not be deemed to represent fixed or guaranteed delivery dates. Loss or damage that occurs during shipping by a carrier is the Buyer’s responsibility. Buyer must notify Seller within 10 days of the shipment date if you believe any part of your order is missing, wrong or damaged.

Unless otherwise noted, all sales of products are made F.O.B. point of shipment and in all cases, risk of loss or damage shall pass upon delivery to the common carrier at point of shipment and thereafter all risk of loss or damage shall be borne by Buyer. Unless otherwise specifically agreed to in writing by Seller, Buyer shall pay all freight and insurance charges. Delivery dates, if any, given in advance of actual shipment of products are good faith estimates and shall not be deemed to represent fixed or guaranteed delivery dates. Loss or damage that occurs during shipping by a carrier is the Buyer’s responsibility. Buyer must notify Seller within 10 days of the shipment date if you believe any part of your order is missing, wrong or damaged.

Buyer acknowledges that the Seller is not the manufacturer of the products and that the Seller makes no representation as to the quality of the products being acquired by the Buyer pursuant to the Terms hereof. Seller warrants only that it is the unencumbered owner of all products (or materials) shipped pursuant to these Terms and that the purchase conforms to the Sales Order. SELLER MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER EXPRESS OR IMPLIED WARRANTY, WHETHER WRITTEN OR ORAL. Buyer assumes all risk and liability resulting from the use of the products delivered pursuant to the Sales Order, whether used singly or in combination with other products.

UNDER NO CIRCUMSTANCES, WHETHER ALLEGED AS A RESULT OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, WILL SELLER BE RESPONSIBLE TO BUYER, OR TO ANY THIRD PARTY, FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, FORESEEABLE OR OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF USE OF PROPERTY OR DAMAGES FOR PERSONAL INJURY, AND NO CLAIMS FOR ANY SUCH DAMAGES SHALL BE BROUGHT BY THE BUYER. In no event shall Seller be liable to Buyer for any amount in excess of the purchase price of the product for which a claim is made. Buyer shall not back charge, counterclaim or set-off its claims against payments due on its orders.

Buyer shall not return any products shipped by Seller without receiving the prior consent of Seller. If Buyer seeks to cancel any part of an order prior to shipment, such request must be made forthwith to Seller in writing. Except with respect to products which fail to conform to the Sales Order or to Seller’s limited warranty, all products returned shall be charged an administration fee in an amount to be mutually agreed to by the Buyer and Seller. Any product installed, used or modified in any way is not subject to return.

Any delays in or failure of performance of Seller shall not constitute default or give rise to any claims for damages if and to the extent that such delay or failure is caused by occurrences beyond the control of Seller, including, but not limited to: acts of God or the public enemy; expropriation or confiscation of facilities, compliance with any order or request of a governmental authority, acts of war, rebellion or sabotage, or damage resulting therefrom; embargoes or other export restrictions, fires, floods, explosions, accidents, breakdowns, riots, strikes or other concerted acts of workmen, whether direct or indirect; or any other causes whether or not of the same class or kind as those specifically above named which are not within the control of Seller and which, by the exercise of reasonable diligence, Seller is unable to prevent or provide against.

Buyer agrees that it is solely responsible for compliance with all applicable federal, provincial/state and local laws, ordinances, regulations, rules and standards relating to the installation, maintenance and use of the products purchased from Seller.

If any of the provisions contained in these Terms is found to be invalid or nenforceable, such provision must, when possible, be interpreted, limited or, if necessary, divided as to eliminate such invalidity or unenforceability. In such case, all other provisions contained herein shall remain valid and continue to bind the parties hereto.

These Terms and the Purchase Order shall be governed by and construed in accordance with the laws of Alberta and the laws of Canada applicable therein. The Seller and Buyer attorns to the exclusive jurisdiction of the Courts of the Province of Alberta.

Neither Seller nor Buyer shall assign or transfer the Purchase Order without the written consent of the other.

The Sales Order, including these Terms, any document expressly referred to in the Sales Order as well as any document attached thereto shall constitute the entire agreement between the parties and supersede any document, agreement or other understanding that may have existed prior to the issuance of the Sales Order, including, for greater certainty, any terms and conditions included in the Purchase Order that vary from the Terms herein, unless specifically agreed to in writing by a duly authorized officer of the Seller.

All notices, reports, consents and receipts shall be in writing and shall be deemed duly given on (a) the date of personal or overnight courier delivery; (b) the date of transmission by facsimile or other electronic transmission service, provided a confirmation copy is also sent no later than the next business day by postage paid, return receipt requested first-class mail; or (c) three (3) business days after the date of deposit in the mail, by postage paid, return receipt requested first-class mail at the address on the Sales Order in the case of the Seller and in the case of the Buyer, at its registered office, or such other address as a party may indicate from time to time to the other in accordance with this paragraph.