Controlling Provisions: No terms and conditions other than the terms and conditions contained herein shall be binding upon DL Watts unless accepted by it in a writing signed by DL Watts. All terms and conditions contained in any prior verbal or written communication, including, without limitation, Client’s purchase order or contract which are different from or in addition to the terms and conditions herein are hereby rejected and shall not be binding on DL Watts, whether or not they would materially alter this document, and DL Watts hereby objects thereto. All prior proposals, negotiations and representations, if any, are merged herein. Client will be deemed to have assented to all terms and conditions contained herein if any part of the goods and/or services described herein are shipped or an invoice is presented in connection with the said goods and/or services.
Payment – Client agrees to make full payment of invoice, thirty days (30-days), after date of invoice from D.L. Watts Floorings (1994) Ltd. In the case of a progress draw, payment shall be due and owing no later than the fifth day (5) of the month following the due date of the application for payment. Client agrees to pay in full, the invoice, regardless if client has received their payment from the end user. If applicable, a 10% Holdback will be deducted, as per the BC Builders Lien Act. All overdue payments are subject to finance charges, payable by client on overdue invoices.
Terms – Client agrees to pay for the products and services according to DL Watts’ payment terms. In the event Client fails to make any payment to DL Watts when due, Client’s entire account(s) with DL Watts shall become immediately due and payable without notice or demand. All past due amounts are subject to service charges at the rate agreed upon by the parties, otherwise at the maximum contract rate permitted by law. Client does hereby grant DL Watts a purchase money security interest in the products until such time as DL Watts is fully paid. Client will assist DL Watts in taking the necessary action to protect DL Watts’s security interest. No products furnished by DL Watts shall become a fixture by reason of being attached to the real estate. The Client agrees to pay interest at the rate of 2% per month (24% per annum) on any, and all overdue invoices. DL Watts reserves the right to contact the end-user, of the client, and make demand for payment for material(s) and/or labor.
Remedies Of DL Watts – Upon default by Client, Client agrees to reimburse DL Watts all attorney fees and court costs incurred by DL Watts in connection therewith. Client agrees that any of the following shall constitute an event of default which shall enable DL Watts, at its option, to cancel any unexecuted portion of this order or to exercise any right or remedy which it may have by law: (a) the failure of Client to perform any term or condition contained herein; (b) any failure of Client to give required notice; (c) the insolvency of Client or its failure to pay debts as they mature, an assignment by Client for benefit of its creditors, the appointment of receiver for Client or for the materials covered by this order or the filing of any petition to adjudicate Client bankrupt; (d) the death, incompetence, dissolution or termination of existence of Client; (e) a failure by Client to provide adequate assurance of performance within ten (10) days after a justified demand by DL Watts or (f) if DL Watts, in good faith, believes that Client’s prospect of performance under this Agreement is impaired. All rights and remedies of DL Watts herein are in addition to, and shall not exclude, any rights or remedies that DL Watts may have by law. In the event, it becomes necessary to incur any expense for collection of any overdue account, reasonable collection charges, including reasonable attorneys’ fees, will be added to the balance due and Client shall pay all such charges.
Quotations – Quotes, bids and/or price submissions are valid for 60-days, unless otherwise indicated on quote/bid submission.
Contract Acceptance – DL Watts reserves the right upon award of project from Client, to review project and ensure that all aspects of the scope of the project have been included. Should DL Watts discover any missing materials and/or labor, it shall have the option to opt out of any Letter of Intent, and/or purchase order without penalty or repercussions from client.
New Concrete – Poured concrete for slabs on grade, suspended slabs, slab repair, trenches and/or infills, must be fully cured, a minimum of twenty-eight (28) days after being poured before installation of flooring materials commences.
Moisture Abatement – No moisture control abatement system is provided unless specifically stated in quotation.
Drains and Clean-outs – DL Watts not responsible for drains and clean-outs that are installed incorrectly, and/or are at incorrect elevations.
Substrate Preparation – No substrate preparation other than specified in quote, floor to meet 3/16″ in 10′ as per BC Floor Covering Association and National Floor Covering Association specifications. Substrate to meet a CSP-1, as per the International Concrete Repair Institute. Substrate to be free from contaminants (i.e. drywall mud, wax, paint, cement bond breakers, cutting oils, etc.). Slab expansion joints are not included in substrate preparation, unless specifically stated. Client is to create an environment suitable for proper curing of materials, allowing for fresh air exchange in building.
Fly Ash Content – Fly Ash content not to exceed 15%. Should Client’s substrate be higher than 15% Fly Ash content, DL Watts will be required, on a time and material basis (T&M), to remediate substrate to allow for the installation of flooring material(s). Client has the option to have a third party remediate slab if so desired.
Existing Flooring – No removal of existing floor coverings, baseboards and/or millwork, unless specifically stated in quotation.
Epoxy Coatings – When installing coatings to substrates, DL Watts installs to match the present contour of substrate in which the coating is being applied to. Expansion joints by others, unless stated in quotation. Area to be free from any traffic for a minimum of 24 hours after installation. Environment must be suitable for proper curing of materials, allowing for fresh air exchange in building.
Building Heat & Lights – Client to ensure that the building and/or site has adequate lighting to perform the installation of flooring materials with the necessary lighting to properly see and read measurements and drawings. As well as, the work space shall not be less than 20°C (68°F) to meet manufactures specifications for the installation of said materials. Heat is required to be maintained 72 hours before, during and maintained after installation. Failure to maintain proper heat, voids DL Watts’ and manufacturer’s warranty.
Materials – Materials quoted will be of first quality and as specified in the tender documentation, unless stated otherwise in quotation by DL Watts. DL Watts has the right to provide an alternate material in the place of specified material(s). All floor and wall materials not specified and/or stated in the quotation provided to Client.
Computers & Cubicles – The Client is responsible for the removal of computers and peripheral electronic equipment. Furniture and furniture systems removal and/or replacement is excluded and shall be by others, unless specified in DL Watts’ quotation.
Manpower – Quote based on regular business hours for the installation of materials sold to Client. Manpower dispatched for installation to Client, and Client’s site not ready, will be charged a callout fee for manpower. Callout fee is charged-out at a minimum of 4 hours per man.
Permits – DL Watts is not responsible for permits or documentation for the installation of floor coverings.
Insurance – DL Watts will provide to the Client upon request a certificate of insurance, stating that DL Watts has adequate liability insurance coverage. If requested, DL Watts will name the Client as an additional insured. Material that has not been delivered to DL Watts’ site, will have insurance while in DL Watts’ care and control.
WorkSafe BC – DL Watts will maintain, at all times a valid and current WorkSafe BC clearance number. Upon request DL Watts, will submit a Clearance Letter showing valid coverage to the Client.
Safety – DL Watts’ Occupational Health & Safety policy will be utilized on every site. Along with our Field Level Risk Assessment and Exposure Control Plan. DL Watts makes a commitment, that workers, will at all times be mindful of safety for themselves and other workers. No task is too important that Safety will be compromised or given a secondary role in daily work routines and/or activities.
Bonding – DL Watts will not provide bonding, unless specifically stated in quotation. DL Watts upon request, will provide Client with a quotation for bonding.
Misc. Provisions – DL Watts will not be responsible for cleaning sealing and waxing of installed materials. Nor is floor protection a component of the quotation, unless specifically stated in the quotation.
Schedule Delays – Should the Contractor be delayed for any reasons, DL Watts will not be responsible for overtime and/or after hour rates, required to get the job/project back on schedule. DL Watts will provide rates to Contractor should extended or overtime hours be required. Contractor not responsible for overtime, if delays are caused by DL Watts’ neglect or poor performance.
Warranty – The Client’s sole and exclusive installation warranty, is provided for 12 months from the date of installation. If specified in the tender documents and noted on quotation, DL Watts will provide a two-year installation warranty. DL Watts will also provide warranty information of the materials by manufacture for their products. The Client should keep in mind, that as mentioned, proper maintenance and care is required. Should the Client detect a flaw in DL Watts’ installation, please call us immediately so we can carry out the repair. Failure to remedy a defect in the installation or supplied material in a timely fashion may void the warranties provided by DL Watts and the manufacturer. Under no circumstances, and in no event, will DL Watts be liable for personal injury or property damage or any other loss, damage, cost of repairs or incidental, punitive, special, consequential, or liquidated damages of any kind, whether based upon warranty, contract, strict liability, negligence or any other cause of action arising in connection with the design, manufacture, sale, transportation, installation, service or repair of the products sold by DL Watts. Client hereby acknowledges and agrees that under no circumstances, and in no event, shall DL Watts’ liability, if any, exceed the net sale’s price of the material, and DL Watts will not be responsible for damage to the material by any other trade, worker, agent of the Client.
Recommendations – Client acknowledges that DL Watts does not make and specifically negates, renounces and disclaims any representations, warranties and/or guaranties of any kind or character, expressed or implied, with respect to (i) the products sold, their use, design, application or operation, their merchantability, their physical condition or their fitness for a particular purpose, (ii) the maintenance or other expenses to be incurred in connection with the products, (iii) the engineering, design, fabrication work or any other work or service (whether gratuitous or for payment) supplied by DL Watts and/or its agents, suppliers and employees or (iv) the accuracy or reliability of any information, designs or documents furnished to Client. DL Watts neither assumes, nor authorizes any person to assume for it, any other obligation in connection with the sale of its products and/or rendering of its services. Any recommendations made by DL Watts concerning the use, design, application or operation of the products shall not be construed as representations or warranties, expressed or implied. Failure by DL Watts to make recommendations or give advice to Client shall not impose any liability upon DL Watts.
Inspection & Acceptance – Claims for damage, shortage or errors in delivery and installation must be reported within thirty (30) days following delivery to Client. Client shall have thirty (30) days from the date of installation of any products to inspect such products for defects and nonconformance which are not due to damage, shortage or errors in shipping and notify DL Watts in writing, of any defects, nonconformance or deficiencies of such products. After such thirty (30) day period, Client shall be deemed to have irrevocably accepted the products and/or installation, if not previously accepted. After such acceptance, Client shall have no right to reject the products for any reason or to revoke acceptance. Client hereby agrees that such thirty (30) day period is a reasonable amount of time for such inspection and revocation.
Returns – Client may return any product which DL Watts has provided with a restocking charge if: (i) it is in new condition, suitable for resale and is undamaged (ii) it has not been used, installed, modified, reconditioned, altered or damaged, (iii) in original packaging. Client’s surplus job returns, and those not meeting (i), (ii) and (iii), above, will be evaluated on an individual basis after Client has contacted DL Watts’ authorized representative for prior written permission. Special orders or non-stock items may be returned if the manufacturer will accept the return. Except for items DL Watts stocks which meet (i) and (ii), above, credit memoranda issued for authorized returns shall be subject to the following deductions: (a) cost of putting items in salable condition; (b) transportation charges, if not prepaid; and (c) handling and restocking charges.
Shipments – All products are shipped F.O.B. to the site, unless stated otherwise in the contract, sales agreement or tender package. Risk of loss shall transfer to the Client upon delivery to the work site and becomes the Client’s responsibility once on site. The cost of any special packing or special handling caused by Client’s requirements or requests shall be added to the amount of the order. If Client causes or requests a shipment delay, or if DL Watts ships and is unable to make the delivery, Client will become responsible for any additional shipping costs. If Client is unable to store material on site, DL Watts will store at its facility, with storage costs being passed on to the Client at a set rate, agreed to by both parties.
Taxes – The amount of any sales, excise or other taxes, if any, applicable to the products shall be added to the purchase price and shall be paid by Client unless Client provides DL Watts with an PST or GST exemption certificate acceptable to the Canada Revenue Agency authorities. Any taxes which DL Watts may be required to pay or collect under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption of any of the products, including taxes upon or measured by the receipts from the sale thereof, shall be for the account of the Client, who shall promptly pay the amount thereof to DL Watts upon request.
Severability – These terms and conditions of sale shall not be construed against the party preparing them but shall be construed as if all parties jointly prepared these terms and conditions of sale and any uncertainty or ambiguity shall not be interpreted against any one party. If any provision hereof is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable and the terms and conditions herein shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been made a part hereof. The remaining provisions herein shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provisions or by their severance here from.
Setoff – Client shall not be entitled to set-off any amounts due Client against any amount due DL Watts in connection with this transaction.
Non-waiver – DL Watts’ failure to insist upon the strict performance of any term or condition herein shall not be deemed a waiver of any of DL Watts’ rights or remedies hereunder, nor of its right to insist upon the strict performance of the same or any other term herein in the future. No waiver of any term or condition hereunder shall be valid unless in writing and signed by DL Watts.
Entire Agreement – This document constitutes the entire, complete, and exclusive agreement between the parties with respect to the subject matter hereof and contains all the agreements and conditions of sale; no course of dealing or usage of the trade shall be applicable unless expressly incorporated herein. The terms and conditions contained herein may not be added to, modified, superseded or otherwise altered except by a written modification signed by DL Watts. All transactions shall be governed solely by the terms and conditions contained herein. The agreement replaces any previous PO’s, Contracts, Quotations, and/or pricing agreements in the past. Customer accepts the terms of this quotation, and the terms herewith.
GOVERNING LAW: This transaction shall be governed in all respects by the laws of the Province of British Columbia and Canada (excluding choice of law provisions). All actions, regardless of form, arising out of or related to this transaction or the products sold hereunder must be brought against DL Watts within the applicable statutory period, but in no event, more than ONE (1) YEAR after the date of invoice.