Terms & Conditions

Canadian Casing Accessories Inc. (“CCAI”) Sales Contract - Terms and Conditions ("Sales Contract Conditions")

  1. GENERAL This Contract of Sales (“Contract”) consists of this document and any documents attached hereto and/or referred to therein, including but not limited to a sales quote, sales order, or invoice. For purposes of these Sales Contract Conditions and all related activity, the term "the Vendor" means CCAI, and "Customer" means the customer identified on the Contract. Vendor's acceptance of any Contract is conditional on Customer’s agreement to these terms. Any conflicting or additional terms from Customer are void unless expressly accepted in writing by Vendor. In performing any services under the Contract or providing any goods, it is the understanding and intention of the parties that the Vendor shall act as an independent Contractor of the Customer at all times, and neither the Vendor nor anyone employed by the Vendor shall be considered the agent, representative or employee of the Customer in the performance of such services or any part hereof.
  2. DELIVERY; RISK OF LOSS; INSPECTION Vendor will deliver goods/services to the Contract-specified location by the date specified therein or, if no date is so specified, within a reasonable time after Vendor receives the Contract. Delays beyond Vendor’s control are excused. Risk of loss of the goods shall transfer to the Customer upon delivery of the goods to the carrier at the Vendor’s shipping location (FOB Origin). Title transfers upon full payment. Customer must inspect goods within 5 business days or they are deemed accepted. Rejections must be documented and may be verified by Vendor.
  3. RESTOCKING & RETURN POLICY Returns must be made within 30 days, unopened, unused, and in original condition, subject to a restocking fee equal to 25% of the original purchase price. Custom, perishable, or special-order items are non-returnable. Credit for returned goods will be applied only toward future purchases. Customer is responsible for all return shipping costs unless otherwise agreed in writing. Vendor may, at its sole discretion, reject any return requests.
  4. BUCKED EQUIPMENT or BLANKET ORDERS Vendor shall have the right to issue a sales order and/or invoice for the full value of the blanket or bucked equipment order plus a 10% administrative fee, regardless of the timing or schedule of individual deliveries or releases of goods. The Customer acknowledges and agrees that the full amount specified in the blanket or bucked equipment order shall be payable in accordance with the payment terms set forth herein, and that partial shipments or staggered deliveries shall not delay or otherwise affect the Vendor’s right to full and timely payment.
  5. PRICES; INVOICES; PAYMENT Vendor reserves the right to assess the Customer’s creditworthiness and the Customer consents to participate in the Vendor’s creditworthiness assessment process. The Vendor may require full or partial payment in advance, or other satisfactory assurance of performance, as a condition to delivery of goods or services. Subject to Clause 4, payment is due within 30 days unless governed by applicable prompt payment legislation, including but not limited to, the Prompt Payment and Construction Lien Act (Alberta), and The Builders' Lien (Prompt Payment) Amendment Act (Saskatchewan). Late payments accrue 1.5% monthly interest, and the Customer covers all collection costs. Disputed invoices must be reported by the Customer to the Vendor within 10 days and all undisputed amounts remain payable.
  6. TAXES & FREIGHT Prices exclude taxes, duties, and freight unless specified. Customer is responsible for applicable VAT/GST and import/export charges.
  7. WARRANTY Vendor warrants title and conformity of goods to agreed specifications for 12 months post-delivery. Services, if any, are warranted for 12 months post-completion. Warranty excludes: (a) misuse or improper installation; (b) third-party components (covered only by OEM warranties); (c) samples; and (d) environmental or voltage damage. All other warranties are disclaimed to the extent allowed by law.
  8. REMEDIES Vendor may inspect alleged defects. Remedies are limited to repair, replacement, or refund of affected goods or services, at Vendor’s sole discretion.
  9. LEGAL COMPLIANCE Vendor and Customer will comply with all applicable laws.
  10. EXCLUSION OF CONSEQUENTIAL LOSS Neither party will be liable to the other party under the Contract for any special, incidental, indirect, consequential, exemplary or punitive damages or losses, loss of profits or revenues, loss of opportunities, loss of goodwill or loss of capital (collectively "Consequential Loss").
  11. INDEMNITY Each party agrees to indemnify and hold harmless the other party and its parent and affiliates, and its/their officers, directors, employees and agents, from and against any claims, losses, damages or injuries of any kind or character (including, without limitation, reasonable attorneys' fees) caused by the such party's breach of the Contract; provided, however, the Vendor shall have no liability in respect of any and all losses or claims related to reservoir or underground damage, including loss of oil, gas, other mineral substances, or water or the well bore itself, surface damage arising from subsurface or subsea damage. The Customer shall indemnify, defend, and hold harmless the Vendor, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) the Customer’s use, handling, resale, or distribution of the goods; (b) any breach of this Agreement by the Customer; or (c) any negligent or willful misconduct by the Customer or its personnel. This indemnity shall survive termination or expiration of this Agreement. The Vendor's liability arising from or in connection with the Contract (whether for breach of Contract, negligence, misrepresentation or otherwise) at any particular time shall not in any circumstances exceed the full value of the amounts then owed by the Customer to the Vendor under the Contract.
  12. INSURANCE Customer must maintain: (a) $2M Commercial General Liability; (b) statutory workers' compensation; (c) $2M vehicle liability (if applicable); and (d) $2M professional liability (if applicable). Vendor must be named as additional insured with subrogation waived where applicable. The Customer shall on request provide to the Vendor certificates of insurance and endorsements as evidence of such insurance and the Vendor may suspend performance if proof is not provided.
  13. CUSTOMER RESPONSIBILITIES Customer must provide accurate site data. All reservoir site risks are borne solely by Customer.
  14. CONFIDENTIALITY Customer must not disclose Vendor’s confidential information. Breaches entitle Vendor to injunctive relief.
  15. INTELLECTUAL PROPERTY Vendor retains ownership of all pre-existing and Contract-developed intellectual property. Customer receives a limited license to use delivered IP for internal business purposes. All deliverables remain Vendor's property unless otherwise agreed.
  16. SOFTWARE SUPPORT If included in the Contract, Vendor may provide support per specified terms. Support may include help desk and compliance assistance.
  17. FORCE MAJEURE Neither party shall be liable for any failure or delay in performance under this Contract (except for payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, supply chain disruptions, pandemics, governmental actions, or natural disasters. The affected party shall promptly notify the other party in writing of such force majeure event and shall use reasonable efforts to mitigate the impact. If the force majeure event continues for more than 30 days, either party may terminate the Contract upon written notice.
  18. FUTURE TRADE RESTRICTIONS If, after the date of this Contract, any law, regulation, or order imposes or modifies restrictions on interprovincial or international trade (collectively, "Trade Restrictions")—including tariffs, duties, surcharges, quotas, or embargoes—and such restrictions (i) hinder the Vendor’s ability to perform or (ii) materially alter the economic assumptions underlying this Contract, the Vendor may, at its discretion: (a) terminate this Contract in whole or in part by written notice to the Customer without liability, or (b) continue performance and adjust the price to fully reflect any resulting costs, including all applicable charges and expenses incurred due to the Trade Restrictions.
  19. TERMINATION Subject to Clause 17, the Customer may terminate the Contract only if written notice is delivered within 10 days after the Contract is executed; provided, however, it may not terminate the Contract if goods have shipped or services commenced. The Vendor may terminate the Contract on notice to the Customer, and return any deposits, without cause and within 30 days of any Force Majeure event that makes delivery impracticable. The Vendor may terminate the Contract immediately upon written notice if the Customer becomes insolvent, files for bankruptcy, or ceases to carry on business in the ordinary course.
  20. ESTIMATES Forecasts or estimates in the Contract are (a) non-binding; and (b) do not constitute or create a commitment to provide any volume or quantity of goods and/or services by the Vendor to the Customer.
  21. GOVERNING LAW This Contract is governed by the province of Alberta, Canada law. Disputes are subject to Alberta courts.
  22. MISCELLANEOUS Customer may not assign the Contract without Vendor’s consent. These terms override conflicting Contract terms. Changes must be in writing. Waivers do not affect future enforcement.