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For products

Effective as of January 29, 2018

1. PRODUCT SPECIFICATION

All products, equipment, materials and industrial, medical and specialty gases sold hereunder (the “Goods’’) as well as Seller’s gas containers used in the sale of gases (the “Cylinder’’), shall conform to the standard specifications established by Seller and shall comply with applicable codes and standards.

2. CYLINDERS

All of Buyer’s requirements of Product shall be supplied by Seller in Seller’s Cylinders. Buyer agrees that the Cylinders and any part or accessory thereof (including, as the case may be, but not limited to the quick connective coupling device, the SYGAL™ portable gas cylinder, the integrated regulator flowmeter and the filling station) are and shall remain the sole property of Seller. Buyer shall have the custody, care and control of the Cylinders. Buyer will not allow the Cylinders to become subject to any such lien and encumbrance or claim by third party and shall, if any, promptly remove and procure the release of any such lien, encumbrance or claim. Buyer assumes all risk of loss or damage to the Cylinders or to any part or accessory thereof (excluding the on/off lever for ALTOP™ Cylinders), even in case of force majeure, from Cylinders’ delivery until Cylinders’ return to Seller’s point of shipment. Buyer shall notify Seller immediately of any damage to of malfunction of the Cylinders. Buyers allow any third party to alter, adjust, repair or tamper with the Cylinders or any part or accessory thereof. Buyer agrees, even in the case of force majeure, not to have the Cylinders recharged with any product, gas, liquid or other material whatsoever by any person, firm or corporation other than Seller without the prior written consent form Seller.

3. INSPECTION

Buyer shall inspect the Goods and Cylinders upon their arrival. Should Buyer find that the Goods and/or Cylinders do not conform to the description herein, Buyer shall give written notice to that effect to Seller within 10 days from the arrival of such Goods and/or Cylinders. Failure of Buyer to give Seller such notice shall constitute an irrevocable acceptance of the Goods and/or Cylinders, and Buyer shall be bound to pay the full price thereof. If after irrevocable acceptance of the Goods, Buyer with Seller’s written consent, returns the Goods to Seller, a handling charge will be levied on all goods returned for credit, based on Seller’s policy at the time of return.

4. DELIVERIES

All Goods will be delivered F.O.B. to Seller’s local producing and delivery facility. Title and risk of loss, theft or damages of Goods and Cylinders will pass to Buyer upon delivery.

5. PAYMENT AND TAXES

All payments will be made according to the terms of payment on Seller’s invoice. If Buyer does not pay on time, Seller may (i) place Buyer on C.O.D., (ii) suspend deliveries, or / and (iii) enter upon Buyer’s premises and repossess the Cylinders. Seller shall have the right to charge, on any amount unpaid 30 days after invoice date, interest each month at one percent (1%), which represents twelve point sixty-eight percent (12.68%) per year. Buyer agrees to pay all taxes (if any) upon the sale, delivery, storage, use and rental of the Goods or the Cylinders.

6. WARRANTIES

Seller warrants that the Goods delivered to Buyer comply with the standards of the Compressed Gas Association and Seller’s Standards. If the Goods do not conform to warranty, Buyer’s sole remedy is to require Seller to replace the nonconforming Goods at Seller’s cost. If applicable, Seller will assign to Buyer any implied or express warranty, indemnity or other right Seller may have in the Goods from all manufacturers, subcontractors and other suppliers of Seller. Buyer understands that in order for the Seller to be able to properly investigate, Buyer must notify Seller of all claims within 10 days after occurrence. If applicable, Seller will assign to Buyer any implied or express warranty, indemnity or other right Seller may have in the Goods from all manufacturers, subcontractors and other suppliers of Seller. SELLER MAKES NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. LIABILITY AND INDEMNITY

Buyer acknowledges having been informed by Seller’s representative of the safe method for handling and carrying Cylinders and agrees herein to completely discharge the Seller of any responsibilities that could result from his decision to carry the Cylinders in an inappropriate way and/or go against the applicable laws. Seller shall not entertain any claims for loss of content based on defective valves or other Cylinder imperfections unless same are made within 10 days after receipt of the respective Cylinders by Buyer and unless the Cylinder is returned to Seller with a tag attached stating the defect within said 10 days. Subject to the limitations contained in section 6, each party will be responsible for and will indemnify the other from and against any and all direct claims and demands, loss or damage to property or persons, at any time caused by or resulting from its negligence, its acts or omissions or those of its agents and employees. In any event, Seller’s total liability shall not exceed the amount paid by Buyer to Seller for Goods during the twelve (12) months preceding the event which gave rise to the claim. Regardless of the circumstances, neither party will be liable to the other for special, indirect or consequential damages howsoever occurring.

8. SAFETY INFORMATION

Buyer acknowledges that the Goods are a hazardous chemical, classified as such under the Federal Hazardous Product Act, and that its use, in the workplace, is regulated by the Provincial Occupational Health and Safety Act and Regulations. Buyer acknowledges that there are hazards associated with the transportation, handling, storage, possession and use of the Cylinders and the Goods. Buyer represents that it understands the hazardous nature of the Goods and the Cylinders and that it is its duty to warn, protect and train as appropriate all personnel and third parties, and its property and that of others, who may be exposed to these hazards. Buyer also acknowledges that Seller has provided it with appropriate Safety Data Sheet(s). Buyer understands that the Goods and the Cylinders must not be used without first consulting the Safety Data Sheet(s). Buyer will make sure all employees and persons who might become exposed to the Goods received and refer to copies of the Safety Data Sheet(s).

9. RESERVE OF OWNERSHIP

The Seller agrees to sell to the Buyer and the Buyer agrees to purchase from the Seller, the Good(s) described herein, by which the Seller reserves ownership of the Good(s) until full payment of the sale price and subject to the provisions contained herein.

10. LIMITATION ON INTENDED USERS

THE GOODS ARE INTENDED FOR ULTIMATE PURCHASE BY COMMERCIAL INDUSTRIAL USERS AND FOR OPERATION BY PERSONS TRAINED AND EXPERIENCED IN THE USE AND MAINTENANCE OF WELDING EQUIPMENT AND INDUSTRIAL, MEDICAL AND SPECIALTY GASES. Except as expressly provided by Seller in writing, the Goods are NOT intended for resale by Buyer to consumers and thereby, Buyer is not authorized to extend Seller’s warranties to any consumer.

11. SUCCESSORS AND ASSIGNS

This Agreement will be binding upon the parties and their successors and assigns. Buyer will not have the right to assign this Agreement without the prior written consent of Seller, and such consent will not be unreasonably withheld.

12. MODIFICATIONS

No provision of any purchase order of Buyer will alter or add to the terms of the Agreement, and any such provision will be void. No modification of this Agreement will be binding unless it is in writing and signed by an authorized representative of each party.

13. WAIVER

The waiver by either party of any of its rights under this Agreement will not be construed as constituting a precedent.

14. GENERAL DISPOSITIONS

Should any provision of this Agreement become invalid or unenforceable, it shall be considered severed from this Agreement and shall not affect the validity of the remainder of the Agreement. This Agreement will be governed and construed according to the laws of the province where the BUyer's Consuming location is located.

™ Registered trade-mark of L’Air Liquide S.A.

Terms and Conditions - Prior to January 29, 2018

For consultation only

1. PRODUCT SPECIFICATION
All products, materials and industrial, medical and specialty gases sold hereunder (the “Goods’’) as well as Seller’s gas containers used in the sale of gases (the “Cylinder’’), shall conform to the standard specifications established by Seller and shall comply with applicable codes and standards.

2. CYLINDERS
All of Buyer’s requirements of Product shall be supplied by Seller in Seller’s Cylinders. Buyer agrees that the Cylinders and any part or accessory thereof (including, as the case may be, but not limited to the quick connective coupling device, the SYGAL™ portable gas cylinder, the integrated regulator flowmeter and the filling station) are and shall remain the sole property of Seller. Buyer shall have the custody, care and control of the Cylinders. Buyer will not allow the Cylinders to become subject to any such lien and encumbrance or claim by third party and shall, if any, promptly remove and procure the release of any such lien, encumbrance or claim. Buyer assumes all risk of loss or damage to the Cylinders or to any part or accessory thereof (excluding the on/off lever for ALTOP™ Cylinders), even in case of force majeure, from Cylinders’ delivery until Cylinders’ return to Seller’s point of shipment. Buyer shall notify Seller immediately of any damage to of malfunction of the Cylinders. Buyers allow any third party to alter, adjust, repair or tamper with the Cylinders or any part or accessory thereof. Buyer agrees, even in the case of force majeure, not to have the Cylinders recharged with any product, gas, liquid or other material whatsoever by any person, firm or corporation other than Seller without the prior written consent form Seller.

3. INSPECTION
Buyer shall inspect the Goods and Cylinders upon their arrival. Should Buyer find that the Goods do not conform to the description herein, Buyer shall give written notice to that effect to Seller within 10 days from the arrival of such Goods. Failure of Buyer to give Seller such notice shall constitute an irrevocable acceptance of the Goods, and Buyer shall be bound to pay the full price thereof. If after irrevocable acceptance of the Goods, Buyer with Seller’s written consent, returns the Goods to Seller, a handling charge will be levied on all goods returned for credit, based on Seller’s policy at the time of return.

4. DELIVERIES
All Goods will be delivered F.O.B. to Seller’s local producing and delivery facility. Title and risk of loss, theft or damages of Goods and Cylinders will pass to Buyer upon delivery.

5. PAYMENT AND TAXES
All payments will be made according to the terms of payment on Seller’s invoice. If Buyer does not pay on time, Seller may (i) place Buyer on C.O.D., (ii) suspend deliveries, or / and (iii) enter upon Buyer’s premises and repossess the Cylinders. Seller shall have the right to charge, on any amount unpaid 30 days after invoice date, interest each month at one percent (1%), which represents twelve point sixty-eight percent (12.68%) per year. Buyer agrees to pay all taxes (if any) upon the sale, delivery, storage, use and rental of the Goods or the Cylinders.

6. WARRANTIES
Seller warrants that the Goods delivered to Buyer comply with the standards of the Compressed Gas Association and Seller’s Standards. If the Goods do not conform to warranty, Buyer’s sole remedy is to require Seller to replace the non-conforming Goods at Seller’s cost. If applicable, Seller will assign to Buyer any implied or express warranty, indemnity or other right Seller may have in the Goods from all manufacturers, subcontractors and other suppliers of Seller. Buyer understands that in order for the Seller to be able to properly investigate, Buyer must notify Seller of all claims within 10 days after occurrence. If applicable, Seller will assign to Buyer any implied or express warranty, indemnity or other right Seller may have in the Goods from all manufacturers, subcontractors and other suppliers of Seller. SELLER MAKES NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. LIABILITY AND INDEMNITY
Buyer acknowledges having been informed by Seller’s representative of the safe method for handling and carrying Cylinders and agrees herein to completely discharge the Seller of any responsibilities that could result from his decision to carry the Cylinders in an inappropriate way and/or go against the applicable laws. Seller shall not entertain any claims for loss of content based on defective valves or other Cylinder imperfections unless same are made within 10 days after receipt of the respective Cylinders by Buyer and unless the Cylinder is returned to Seller with a tag attached stating the defect within said 10 days. Subject to the limitations contained in section 6, each party will be responsible for and will indemnify the other from and against any and all direct claims and demands, loss or damage to property or persons, at any time caused by or resulting from its negligence, its acts or omissions or those of its agents and employees. In any event, Seller’s total liability shall not exceed the amount paid by Buyer to Seller for Goods during the twelve (12) months preceding the event which gave rise to the claim. Regardless of the circumstances, neither party will be liable to the other for special, indirect or consequential damages howsoever occurring.

8. SAFETY INFORMATION
Buyer acknowledges that the Goods are a hazardous chemical, classified as such under the Federal Hazardous Product Act, and that its use, in the workplace, is regulated by the Provincial Occupational Health and Safety Act and Regulations. Buyer acknowledges that there are hazards associated with the transportation, handling, storage, possession and use of the Cylinders and the Goods. Buyer represents that it understands the hazardous nature of the Goods and the Cylinders and that it is its duty to warn, protect and train as appropriate all personnel and third parties, and its property and that of others, who may be exposed to these hazards. Buyer also acknowledges that Seller has provided it with appropriate Material Safety Data Sheet(s). Buyer understands that the Goods and the Cylinders must not be used without first consulting the Material Safety Data Sheet(s). Buyer will make sure all employees and persons who might become exposed to the Goods received and refer to copies of the Material Data Sheet(s).

9. RESERVE OF OWNERSHIP
The Seller agrees to sell to the Buyer and the Buyer agrees to purchase from the Seller, the Good(s) described herein, by which the Seller reserves ownership of the Good(s) until full payment of the sale price and subject to the provisions contained herein.

10. LIMITATION ON INTENDED USERS
THE GOODS ARE INTENDED FOR ULTIMATE PURCHASE BY COMMERCIAL INDUSTRIAL USERS AND FOR OPERATION BY PERSONS TRAINED AND EXPERIENCED IN THE USE AND MAINTNANCE OF WELDING EQUPMENT AND INDUSTRIAL, MEDICAL AND SPECIALTY GASES. Except as expressly provided by Seller in writing, the Goods are NOT intended for resale by Buyer to consumers and thereby, Buyer is not authorized to extend Seller’s warranties to any consumer.

11. SUCCESSORS AND ASSIGNS
This Agreement will be binding upon the parties and their successors and assigns. Buyer will not have the right to assign this Agreement without the prior written consent of Seller, and such consent will not be unreasonably withheld.

12. MODIFICATIONS
No provision of any purchase order of Buyer will alter or add to the terms of the Agreement, and any such provision will be void. No modification of this Agreement will be binding unless it is in writing and signed by an authorized representative of each party.

13. WAIVER
The waiver by either party of any of its rights under this Agreement will not be construed as constituting a precedent.

14. GENERAL DISPOSITIONS.
Should any provision of this Agreement become invalid or unenforceable, it shall be considered severed from this Agreement and shall not affect the validity of the remainder of the Agreement. This Agreement will be governed and construed according to the laws of the province where the BUyer's Consuming location is located.