PURCHASE ORDER TERMS AND CONDITIONS
I. Trydor’s TERMS AND CONDITIONS CONTROL THIS AGREEMENT
This purchase order is an offer made by Trydor Industries Canada, a division of WESCO Distribution Canada LP (“Trydor”) to you, the seller, to buy the goods referenced on the front side of this purchase order. The term goods in these terms and conditions shall be understood to include materials, components and facilities. This offer expressly limits your acceptance to the terms of this offer, together with such plans, specifications, or other documents as are incorporated by reference on the face of this purchase order. Contrary provisions in your quotations, acknowledgements, or any other document that you send in response to this offer, or have sent to Trydor to solicit this offer, are hereby rejected and are not binding on Trydor unless Trydor accepts them in writing, no matter whether you tender to Trydor a paper form containing your terms and conditions, whether you send your terms and conditions to Trydor electronically via e‐mail or any similar electronic medium, or whether you tender your terms and conditions to Trydor by any other means.
If you submit additional and/or different terms and conditions to Trydor, or submit a counteroffer to this purchase order, Trydor’s subsequent performance shall not be construed as acceptance of either your additional and/or different terms and conditions or your counteroffer.
II. ACTIONS THAT WILL CONSTITUTE YOUR ACCEPTANCE OF THIS OFFER
You will be deemed to have accepted this offer if you (a) expressly accept it by transmitting to Trydor your written or oral acknowledgement; (b) begin shipment of the goods that are the subject of this purchase order; or (c) begin manufacture of the goods that are the subject of this purchase order, if such goods are to be specially manufactured for Trydor.
The price for the goods referenced in this purchase order shall be as stated on the face of this purchase order. You shall not fill this purchase order at any other price unless authorized by Trydor in writing. No charge will be allowed for boxing, packing or crating unless expressly agreed to by Trydor in writing. No charges for extras will be allowed unless they have been ordered in writing by Trydor and the price agreed upon.
You shall be responsible for arranging your design, manufacturing and shipping schedules so that the goods arrive at the required destination point in accordance with the delivery schedule specified in this order. Solely for purposes of determining when payment is due if the goods are delivered to the destination point early, goods shall be deemed to have not been delivered until the scheduled delivery date. The time for making payments shall be calculated from the date the invoice is received by Trydor or the date that satisfactory goods and any required documents are delivered to the destination point, whichever is later, unless alternate terms are stated on the face of this purchase order. If an invoice is held or returned for correction, the time shall run from the date the corrected invoice is received by Trydor.
IV. YOUR PROMISES TO Trydor
A. YOUR WARRANTIES TO Trydor
You warrant that you have good and marketable title to the goods. Trydor specifically rejects any of your terms that purport to limit Trydor’s remedies to the repair or replacement of the goods that are the subject of this purchase order. Rather, in addition to any warranty that you have expressly extended to Trydor, you will extend to Trydor all implied warranties, including, but not limited to, the implied warranties of fitness for a particular purpose and merchantability. You further warrant that the goods sold under this purchase order will be free from defects in workmanship or materials, and shall conform to any sample, specifications, drawings or other description furnished to or adopted by Trydor and will be fit for all purposes reasonably inferable from any description or specifications forming part of this purchase order. Additionally, you warrant that all goods and services provided by you shall comply with all applicable laws, regulations, orders, directives, policies, guidelines, standards and notices of any federal, provincial or local governmental or regulatory body or court having jurisdiction. You also warrant that all goods delivered or services performed shall comply with any additional health or safety law or regulation of any federal, provincial or local governmental or regulatory body having jurisdiction in the location to which such goods are to be shipped or such services are to be performed pursuant to this purchase order.