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Purchasing Terms & Conditions


Sales Terms & Conditions


Services & Solutions - Terms & Conditions



Purchasing Terms & Conditions

  1. Acceptance

    This order constitutes the entire agreement between the parties, and acceptance of this order is expressly limited to these terms and conditions and the terms and conditions set forth on the face of this order. Supplier automatically accepts the terms and conditions by express acceptance or by shipment of the goods. All prior representations, negotiations or arrangements are superseded by these terms and shall not form a basis for interpretation of these terms. Any changes must be agreed to in writing by Buyer.


  2. Changes

    Buyer shall have the right at any time to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery and method of transportation. If any such changes cause an increase or decrease in the cost, or the time required for the performance, an equitable adjustment shall be made and this agreement shall be modified in writing accordingly. This right to an adjustment shall be deemed waived unless asserted within thirty (30) days after the change is ordered.


  3. Shipping and Invoicing

    Invoices shall be in duplicate and will indicate number of packages and means of transportation. Each package should indicate case number and Buyer's purchase order number.


  4. Price Reductions

    Supplier will give Buyer the benefit of any price reductions occurring before the specified shipping date or to actual delivery date to Buyer's warehouse whichever is more advantageous to Buyer. Supplier warrants that the price for the articles sold hereunder are not less favourable than those currently extended to any other customer for the same or similar articles in similar quantities.


  5. Warranty

    Supplier warrants that the goods shall be: (i) in merchantable condition and free from defects in design, workmanship and materials, (ii) in conformity with the order and specifications, (iii) fit for such particular purposes and uses specified by Buyer or otherwise known to Supplier, and (iv) free and clear of any liens or other adverse claims against title. Buyer may, but shall not be required to inspect the goods. All warranties statutory, express or implied will survive inspection, test, acceptance and payment by Buyer or Buyer's customers or agents. Supplier agrees, at its own cost and expense, to defend and hold Buyer harmless from and against any and all claims made against Buyer based upon, relating to or arising of any claimed defects in the goods or work performed by Supplier pursuant to this order.


  6. Taxes, Transportation, Other Charges

    Except as otherwise provided on the face of this order, the price includes all costs and charges, including without limitation, all applicable taxes and duties and all charges for packing, loading and transportation. If Buyer has agreed on the face of this order to pay any such charges, such charges shall be listed separately on Supplier's invoices. Goods shall be packed, marked and described and the carrier shall be selected, so as to obtain the lowest transportation cost possible, and increased charges due to failure to do so will be charged to Supplier. If any manufacturer's excise tax, value added tax or other tax measured by selling price is included in or added to the price of the goods paid by Buyer, then, in the event all or any part of that tax shall be refunded to Supplier, Supplier shall promptly remit such refund in full to Buyer.


  7. Time of the Essence

    Time is of the essence in this transaction. In addition to the Buyer's remedies for breach of contract, this order may be cancelled or refused without liability if the goods are not shipped as specified or on the date specified.


  8. Default

    At Buyer's option, Supplier will repair or replace any nonconforming goods. If Supplier does not replace or correct defects in nonconforming goods promptly, Buyer, after reasonable notice to Supplier, may make such corrections or replace such goods and charge Supplier for the costs incurred by Buyer.


  9. Indemnification

    Supplier will defend and indemnify Buyer against all claims, actions, liability, damage, loss and expense (including investigative expense and attorneys' fees incurred in litigation or because of threatened litigation) as the result of Buyer's purchase and/or resale of the goods to its customers arising or alleged to arise from (i) patent, trademark, industrial design, copyright or other intellectual property rights infringement, (ii) the failure or alleged failure of the goods to comply with this order or with any express or implied warranties of Supplier, (iii) defects in design, material or workmanship, or (iv) Supplier's negligence or wilful act or omission to act. Buyer may terminate this order or any part thereof if Supplier fails to comply with any of these terms and conditions or the conditions set forth on the face of this order. Buyer's remedies shall survive any termination of this agreement.


  10. Ethics and Social Responsibility

    In accordance with the Buyer’s commitments to ethics and social responsibility, Supplier declares to: Operate in compliance with national and international laws, comply with principles of fair competition, and reject all forms of corruption. In addition, Supplier commits to being consistent with the principles of the Universal Declaration of Human Rights, the UN Global Compact and Convention on the Rights of the Child and Conventions of the International Labour Organization, to which Buyer adheres. Supplier commits in particular: To abide by human rights and freedoms and personal dignity, not to use child labour, forced labour or covert labour, not to discriminate between its employees on grounds prohibited by applicable law, not to use any mental or physical coercion, to take reasonable action to prevent any psychological harassment and to put a stop to any psychological harassment situation in the workplace, to respect the laws in force related to employment, labour, pay equity, employment equity and health and safety. The parties agree that this provision constitutes Buyer’s prerequisite for entering into this Agreement. Should Supplier fail to meet its obligations and not remedy the situation within fifteen (15) days of a formal notice sent by Buyer, the Agreement shall be automatically terminated.


  11. Environment

    1. Environmental Issues Related to Goods

      Supplier warrants that it provides Buyer with goods complying with all applicable environmental laws and regulations in the jurisdiction where the goods are to be delivered. In case of an eco-labeled good, Supplier shall ensure that the good complies with all environmental and energy efficiency labelling requirements applicable in the jurisdiction where it is to be delivered. Supplier shall also ensure that it has been duly authorized to use such labels, and shall provide evidence of same upon Buyer’s request. Supplier undertakes to inform Buyer of the presence of any substance entering into the composition of the goods which is controlled, regulated or classified under applicable environmental laws and regulations as potentially dangerous, hazardous or toxic to human health or the environment (such as substances specified in REACH or ROHS European Regulations, or any other similar regulation in the world). Supplier undertakes to specify their nature and quantity in the Material Safety Data Sheet (MSDS) if any, and to update the information if necessary. Supplier shall keep itself informed of the evolution of all environmental laws and regulations applicable to the goods, and shall ensure that the goods are in compliance with all such laws and regulations. Supplier warrants that any information it delivers to Buyer according to this article is accurate, consistent and complete, and hereby authorizes Buyer to rely on such information. Supplier shall, upon Buyer’s request, provide evidence of its compliance with the requirements described hereinabove. Upon Buyer’s request, Supplier agrees to collaborate with Buyer by providing information on the goods’ Life Cycle, such as but not limited to, carbon footprint, recyclability, energy efficiency.


    2. Environmental Issues regarding Supplier’s operations

      Supplier warrants that its activities comply with all environmental laws and regulations in force in the jurisdiction(s) in which it operates. According to Buyer’s environmental policy, Supplier undertakes to implement or maintain an environmental management system on each site where the goods are manufactured. Buyer may request that Supplier be ISO 14001 certified. In which case, Supplier shall provide evidence of such certification for all sites concerned.


  12. General Provisions

  1. Supplier is active at all times in his own capacities and rights as an independent contractor from Buyer. This transaction does not create a principal-agent or partnership relationship between them, and neither one may legally commit the other in any matter whatsoever.

  2. Supplier shall comply with all laws, regulations and policies applicable to it by any jurisdiction and shall obtain all permits needed to complete this transaction under the laws of the country from which the shipment is made.

  3. If the importation of the goods results in the assessment of a countervailing duty on Buyer as the importer, Supplier shall reimburse such countervailing duty to Buyer, provided such reimbursement is permitted under Canadian laws and regulations.

  4. Supplier shall cooperate fully with Buyer at Supplier's expense in obtaining approvals of the goods requested by Buyer from certifying organizations such as Underwriters Laboratories or CSA.

  5. Any goods that are hazardous will be packaged, marked and shipped by Supplier to comply with all federal, provincial and local regulations and will further comply with all special Buyer requirements. Supplier shall furnish Buyer a Material Hazard Data Sheet covering all such goods.

  6. Supplier shall treat as confidential any proprietary information it has received from Buyer in connection with this order.

  7. Unless otherwise agreed upon in writing, title to the goods and risk of loss will remain with Supplier and shall not pass to Buyer until delivery and acceptance by Buyer at Buyer's requested destination.

  8. Unless otherwise specified on the order, payment of the purchase price shall be due on the first day of the second month following the later of Buyer’s receipt of Supplier’s correct invoice for such shipment or the date on which the goods are received and accepted by Buyer.

  9. If Supplier ceases to conduct normal business activities or becomes subject to bankruptcy or insolvency proceedings, Buyer may elect to terminate this purchase order without any liability or penalty.

  10. Buyer may waive performance of any condition, but waiver by Buyer of a condition shall not be considered a waiver of that condition for succeeding performance. None of Buyer's remedies hereunder shall limit any other recourse available to Buyer in law or in equity.

  11. This purchase order is not assignable by Supplier without the prior written consent of Buyer.

  12. This transaction and all its terms shall be construed in accordance with and all disputes shall be governed by the laws of the province of Canada from where this purchase order is issued, and excluding the provisions of the Convention on the International Sale of Goods. Parties hereto submit to the jurisdiction of the courts from the province of Canada where this purchase order is issued in the event of any proceedings or disputes.

  13. Supplier and Buyer agree that in the event any portion of the transactions contemplated herein are hereafter effected using Electronic Data Interchange (“EDI”) the terms and conditions of this document shall continue to apply thereto notwithstanding any EDI trading agreement between the parties. Any data electronically transmitted will be as legally sufficient as a written paper document signed and exchanged between the parties provided each party has adopted appropriate digital identification.

  14. Buyer regularly conducts internal audits of the past three (3) calendar years of operations in all of its divisions to identify incorrect payments and to verify accuracy in entitlement processing such as volume rebates, purchase and early payment discounts etc. Should Buyer identify any such incorrect payment or inaccuracy, Supplier will be provided with at least fifteen (15) days’ written notice (“Claim Review Period”) of any such audit claim, and will be deemed to have accepted the audit claim unless it objects to the same in writing to Buyer within the Claim Review Period. In the event Supplier objects in writing to any audit claim, the parties agree to negotiate in good faith with regard to such claim. Supplier agrees the amount of such claim may be set off by Buyer, at Buyer’s option, against other amounts owed to Supplier, if applicable, in accordance with the provisions of this Agreement.


Sales Terms & Conditions

TERMS AND CONDITIONS OF SALE. Vendor accepts Purchaser’s order on the express condition that Purchaser agrees to and is bound by the terms and conditions set forth below. All orders by Purchaser shall be subject to the following terms and conditions of sale. Such agreement shall be conclusively and irrevocably evidenced by Purchaser accepting delivery of shipment under such order or by Purchaser’s payment of the invoice covering such payment


  1. EFFECTS OF TERMS AND CONDITIONS

    The sale of the Goods described herein (the “Goods”) is subject to and governed solely by these terms and conditions and no terms or conditions of Purchaser’s purchase order, any agreement or any other understanding shall be binding on Vendor or apply in any manner to the sale of such Goods. No modification of these terms and conditions shall be of any force or effect unless signed by an authorized officer of Vendor. No specification, drawing, print or photograph prepared by Purchaser relative to Purchaser’s order shall be binding on Vendor for any purpose unless signed by an authorized officer of Vendor.


  2. DELIVERY

    Shipping dates are approximate only and Vendor assumes no responsibility for delays. If Purchaser requires emergency deliveries or outside of normal business hours, any extra costs shall be borne by Purchaser. The time period specified herein within which delivery is to be made shall commence upon receipt by Vendor of Purchaser’s written acceptance of Vendor’s Order Acknowledgement. Delivery must be taken by Purchaser or adequate shipping instructions furnished to Vendor within ten (10) days of notification that the Goods are ready for delivery, failing which the full purchase price shall forthwith become due and payable, and Vendor may at its option, either store the Goods and bill Purchaser for storage charges or dispose of same for Purchaser’s account and risk at a public or private sale, or exercise such other rights and remedies as may be available to Vendor in the circumstances.


  3. TITLE AND RISK OF LOSS

    All right, title and interest in and to the Goods shall remain with Vendor until such Goods have been paid for in full. However, such Goods shall be entirely at Purchaser’s risk from the time placed on a common carrier and the loss, damage, deterioration or destruction of the Goods thereafter shall not release Purchaser from its obligations hereunder. In the event of any default to make payment by the Purchaser, Vendor shall have the right to take possession of any Goods already delivered and to remove same without notice and without legal proceedings, in which case all payments theretofore made shall be credited to the Purchaser’s account after deduction of a reasonable rental fee and the costs of repossession, if any, including reasonable legal fees. Purchaser hereby agrees to defend, indemnify, and save harmless Vendor from any and all loss arising out of any or all claims, suits and demands by reason of, but not limited to, the retention of title to the Goods by Vendor while same are at the Purchaser’s risk.


  4. CLAIMS

    All claims for missing items or inaccuracies must be made within two (2) days of the date of receipt of Goods.


  5. TAXES

    Any tax of any nature including, without limitation, any excise, sales, use, Goods and services or other similar taxes which the Vendor may be required to pay, to collect or to reimburse to others, by reason of the manufacture, ownership, use or sale of any product sold or service provided hereunder shall be the sole responsibility of Purchaser and shall be added to the amount to be paid hereunder.


  6. LIMITS OF CONTRACT

    Only the Goods specifically described on the reverse side hereof are subject to the terms and conditions herein. Unless expressly specified, installation, repair or other similar services are not included. Any services so specified shall be governed by the terms and conditions hereof.


  7. TECHNICAL DATA

    All drawings, descriptive matter, weights, dimensions and performance data submitted with or made a part of Vendor’s Order Acknowledgement are based upon information furnished by the Purchaser in accordance with its requirements and Vendor assumes no responsibility for the accuracy of such information


  8. FORCE MAJEURE

    For all purposes hereof, force majeure includes any act of God, war, mobilization, governmental regulation, strike, lockout, drought, flood, total or partial fire, obstruction of navigation, loss, damage or detention in transit, defective materials or delays by shippers, or other contingences or causes beyond Vendor’s control which might prevent the manufacture, shipment or delivery of Goods covered hereby. Performance of Vendor’s obligations may be suspended pending force majeure, without Vendor being responsible to Purchaser for any damages or losses resulting from such suspension.


  9. LIMITED WARRANTY

    Subject to the following, Vendor warrants that the Goods sold by it hereunder will conform to specifications and applicable industry standards and title will be clear from any security interests or encumbrances. Vendor shall ensure that Purchaser benefits from existing manufacturers’ warranties and in no event shall Vendor’s warranty exceed the warranty given by manufacturers’ of the Goods including for any indemnification for intellectual property infringement. The sole obligation of Vendor under such warranty shall be to replace or repair as deemed appropriate by manufacturer and provide assistance to Purchaser for any claim made to manufacturer of the Goods. THE ABOVE IS THE SOLE AND EXCLUSIVE WARRANTY, EXPRESS OR IMPLIED, PROVIDED BY VENDOR AND IS IN LIEU OF ALL OTHER WARRANTIES, OF ANY NATURE WHATSOEVER, CONTRACTUAL, LEGAL, STATUTORY OR OTHER, AND WHETHER FOR MERCHANTABILITY, QUALITY, FITNESS OR OTHERWISE.


  10. LIMITATION OF LIABILITY

    THE LIABILITY OF VENDOR WILL NOT UNDER ANY CIRCUMSTANCES EXCEED THE PURCHASE PRICE OF THE GOODS FURNISHED AND IN NO EVENT SHALL VENDOR BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR CONTINGENT DAMAGES OR COMMERCIAL LOSS OF ANY KIND (INCLUDING DAMAGES FOR LOSS OF PROFITS) ALLEGEDLY SUSTAINED BY PURCHASER.


  11. INDEMNITY

    Purchaser agrees to indemnify and hold Vendor harmless with respect to any third party claims for personal injury (or death), property damage or other loss which claims are based upon defective or allegedly defective design, material or workmanship furnished by Vendor.


  12. ASSIGNMENT

    Purchaser shall not assign or transfer this agreement or any interest in, or monies under, it without the written consent of Vendor and any assignment made without such consent shall be null and void.


  13. GOVERNING LAW AND INVALIDITY

    Any provision hereof which is contrary to law will not invalidate any other provision thereof. The foregoing sets forth the sole and entire agreement between the parties with respect to the Goods supplied hereunder. These terms and conditions and the agreement evidenced thereby shall be governed by and interpreted in accordance with the laws of the province of Canada where the Goods are delivered. If deliveries are made outside Canada the governing laws shall be the laws of the Province where the Goods are shipped from. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this agreement or to any order.


  14. ENTIRE AGREEMENT

    These terms and conditions contain the complete and exclusive understanding between the Vendor and the Purchaser and no other agreements, understanding or proposal, written or oral, between the Vendor and the Purchaser shall be binding unless agreed to in writing by the Parties. Any additional or conflicting terms in any document generated by the Purchaser will not operate as an acceptance unless such terms are agreed upon in writing by the Vendor. These terms and conditions can only be amended by a writing signed by the Parties.



SERVICES & SOLUTIONS - TERMS AND CONDITIONS


These Terms and Conditions cover the sale by Rexel Canada Electrical Inc. (“Rexel”) to its customer (“Buyer”) of the hardware, software, and/or services (individually a “Product” and collectively “Products”) set forth in the Statement of Work, which shall be integrated as set forth in the Statement of Work (collectively the “Work”).


  1. GENERAL.

    These Terms and Conditions along with the Statement of Work and Schedule A, if applicable, provided by Rexel in this proposal (the “Agreement”) is the entire agreement of the parties, superseding any previous agreements and understandings, whether oral or written. In the event of any conflict between the Statement of Work and these Terms and Conditions, the provisions of the Statement of Work shall prevail. This Agreement exclusively will govern the sale and/or licensing by Rexel of the Work and any other Products furnished under this Agreement. No addition or modification to this Agreement will be binding unless mutually agreed to in writing. Each party rejects any other terms and conditions that are in addition to or not consistent with this Agreement that may be proposed by the other party or that appear or are referenced in Buyer’s purchase order or other requisition or in Rexel’s invoice.


  2. PAYMENT.

    Net thirty (30) days from date of the invoice issued, or in accordance with the Pricing and Payment Schedule, if applicable, that is set forth in the Statement of Work.


  3. DELIVERY.

    Ex Works Rexel’s facility or warehouse (per current Incoterms) or as otherwise specified in the Statement of Work (Delivery). Shipping dates are approximate only and Vendor assumes no responsibility for delays. In all cases, title transfers to Buyer upon full payment by the Buyer of the Work, except that title to all intellectual property rights associated with the Work remains with Rexel or its suppliers and licensors. However, such Products shall be entirely at Buyer’s risk from the time placed on a common carrier.


  4. ACCEPTANCE.

    1. Acceptance of the Work occurs either (i) on the date the Work conforms to acceptance criteria in the Statement of Work or is otherwise beneficially used by Buyer, but in no event later than thirty (30) days from start-up or five (5) five days following Delivery whichever occurs first; or (ii) if no acceptance criteria is specified in the Statement of Work then acceptance occurs upon Delivery.

    2. Interim Approvals. Any Rexel provided interim Work deliverable requiring Buyer approval pursuant to the Statement of Work will be deemed accepted if formal Buyer approval, written or as otherwise required, is not received by Rexel within two calendar weeks after the date submitted.


  5. DEFAULT, DELAYS, AND TERMINATION.

    1. Default by Rexel. If Rexel is in material default of its obligations in the Agreement, Buyer shall give Rexel written notice, and Rexel shall have five (5) business days to begin action and 90 days (or longer if agreed to in writing) to cure the default. If Rexel fails to cure the default, Buyer may terminate this Agreement to the extent that Rexel is in default. Rexel’s liability shall be limited to (a) the proportionate price of the terminated portion of the Work and (b) any documented direct excess re-procurement costs incurred by Buyer to complete the Work to a capability not exceeding that provided in the Statement of Work, but Rexel’s liability for documented direct excess re-procurement costs shall be limited to 100% of any amounts paid for the terminated portion of the Work.

    2. Convenience of Buyer. Except as set forth in the Statement of Work, Buyer may terminate this Agreement for convenience prior to shipment by giving 30-day written notice to Rexel. Buyer shall pay for any Work performed before receipt of notice and any additional costs of termination (including third-party commitments, reasonable profit, and overhead as may be more specifically provided in the Statement of Work) upon submission of Rexel's invoices.

    3. Delays or Default by Buyer. If Buyer, its employees, affiliates, other contractors to Buyer, or any other party within Buyer’s reasonable control causes the delivery, installation, or acceptance of the Work to be delayed beyond the time period set forth in the Statement of Work, or if Buyer materially fails to fulfill any condition of the terms of this Agreement, Rexel may elect to (a) withhold deliveries and suspend Work, or (b) place the Products in storage at Buyer's risk and cost. If such delay or other non-fulfillment is not rectified by Buyer within a reasonable time upon notice, Rexel may terminate this Agreement, and Buyer shall pay all costs of termination (including third-party commitments, reasonable profit, and overhead) upon submission of Rexel's invoices.


  6. WARRANTY.

    1. Products Warranty: Rexel will make available to Buyer all transferable warranties made to Rexel by the manufacturer of the Products. Rexel is a distributor and not the manufacturer of the Products sold under this Agreement and makes no warranty, indemnity or the like relative to such Products. Rexel’s obligation will be to pass through Buyer all available warranties provided by such manufacturer for the Products. Rexel warrants to Buyer for the period of twelve (12) months from shipment, that the Products will be free of defects in material, fabrication, and workmanship provided that: (1) the operating conditions and use of the Products are in accordance with any standards set forth in the Statement of Work, manufacturer’s published specifications, and applicable recommendations of Rexel; and (2) the installation, adjustment, tuning, and start-up of the Products have been properly performed in accordance with the manufacturer’s published specifications and any applicable recommendations of Rexel. Repaired or replacement Products provided pursuant to subparagraph (d) below are warranted for the remainder of the original warranty term, or for a longer period, in accordance with the manufacturer’s warranty.

    2. Services Warranty: Rexel warrants to Buyer for the period of thirty (30) days from the date services are provided that services shall be performed in a workmanlike manner conforming to standard industry practice.

    3. Remedies: Remedies under this warranty will be limited to, at Rexel’s discretion, replacement, repair, re-performance, modification, or issuance of a credit for the purchase price of the Products involved, but only after Rexel’s receipt of Buyer’s written notification of non-conforming Products or Work and the return of such Products pursuant to Rexel’s instructions. Replacement Products, at Rexel’s discretion, may be new, remanufactured, refurbished, or reconditioned. If the repair, re-performance, or replacement does not cure the defective performance, Buyer may request emergency on-site service, which will be at Rexel’s expense (consisting of time, travel, and expenses incurred by Rexel related to such services). If the defective performance is not due to warranted defects in the Work or Products, the on-site service will be at Buyer’s expense. On- site warranty services performed at Rexel’s expense shall not include removal or reinstallation costs related to large-scale assemblies such as motors or transformers. The foregoing will be the exclusive remedies for any breach of warranty or breach of contract arising from warranted defects.

    4. General: Warranty satisfaction is available only if (a) Rexel is provided prompt written notice of the warranty claim, and (b) Rexel’s examination discloses that any alleged defect has not been caused by misuse, neglect, improper installation, operation, maintenance, repair, alteration, or modification by other than Rexel, accident, or unusual deterioration or degradation of the Products or Work or parts thereof due to physical environment or electrical or electromagnetic noise environment.

    5. THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESSED; IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.


  7. INTELLECTUAL PROPERTY.

    Rexel or manufacturers will pay costs and damages finally awarded in any suit against Buyer to the extent based on a finding that the design or construction of any Work or Products as furnished, infringe any patent, utility model, copyright, or trademark granted or registered in the country of Rexel’s shipping destination, provided that, Buyer: (i) promptly informs Rexel of the alleged infringement in writing; (ii) provides Rexel the exclusive right to defend and settle the suit, at Rexel’s expense; and, (iii) provides all reasonable information and assistance requested for the defense. Rexel shall have no liability for any infringement that is based upon or arises out of: (a) compliance with Buyer’s instructions, specifications or designs; (b) use of Work or Products in a Buyer or third-party process; or, (c) combinations with other equipment, software or materials not supplied by Rexel. The foregoing states the sole and exclusive obligations of Rexel and the manufacturers for intellectual property infringement.


  8. BUYER SPECIFICATION.

    1. Unless otherwise specified in the Statement of Work, Rexel does not warrant or indemnify and will not otherwise be liable for (i) design, materials, or construction criteria furnished or specified by Buyer and incorporated into the Work or Products, (ii) products supplied by, made by or sourced from Buyer or other manufacturers or vendors specified by Buyer; or (iii) commercially available computer software, hardware, and electrical components. (Such Buyer supplied/specified products shall include but not be limited to any identified in the Statement of Work.) Any warranty or indemnity applicable to such Buyer supplied/specified products will be limited solely to the warranty or indemnity, if any, extended by the original manufacturer or vendor other than Rexel to the extent permissible thereunder.

    2. RoHS: Buyer supplied/specified products will meet all applicable material restrictions as defined in RoHS. If it does not, Buyer will notify Rexel prior to shipment of the Buyer supplied/specified products to Rexel. Buyer will indemnify Rexel against any claim arising out of Rexel’s use of Buyer supplied/specified products.


  9. DISCLAIMER AND LIMITATION OF LIABILITY.

    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS, ANTICIPATED SAVINGS, DATA, CONTRACT, GOODWILL, OR THE LIKE (WHETHER DIRECT OR INDIRECT IN NATURE) OR FOR ANY OTHER FORM OF INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND. EACH PARTY’S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL OTHER CLAIMS AND LIABILITIES, INCLUDING OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED, WILL NOT EXCEED THE LESSER OF $1,000,000 OR THE COST OF THE WORK. REXEL DISCLAIMS ALL LIABILITY RELATIVE TO GRATUITOUS INFORMATION OR ASSISTANCE PROVIDED BY BUT NOT REQUIRED OF REXEL BY THE STATEMENT OF WORK. ANY ACTION BY EITHER PARTY MUST BE BROUGHT WITHIN 18 MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR CONDITION OR EXCLUSION OF DAMAGES IS SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION. THIS PROVISION EXTENDS TO THE BENEFIT OF REXEL’S PARENT, SUBSIDIARIES, AFFILIATES, VENDORS (INCLUDING ROCKWELL AUTOMATION, INC.), AND OTHER AUTHORIZED RESELLERS AS THIRD-PARTY BENEFICIARIES


  10. INSURANCE.

    During the term of this Agreement, Rexel shall maintain, at its sole expense, the following minimum insurance coverages:

    1. Workers’ Compensation: statutory in accordance with applicable law;

    2. Contingent Employer’s Liability: $1,000,000 per accident, per employee, per disease

    3. Commercial General Liability: $2,000,000 per occurrence single limit of liability, $2,000,000 general aggregate that shall include but not be limited to contractual liability, premises liability, advertising liability, and product liability; and

    4. Commercial Automobile Liability: $2,000,000 per occurrence combined single limit of liability, covering all owned, leased, and non-owned vehicles.

    5. Professional Liability: $1,000,000 per occurrence, $1,000,000 general aggregate.


  11. BUYER INFORMATION.

    1. Buyer represents and warrants that it has the rights to the information provided or made available by Buyer to Rexel, including but not limited to technical specifications, drawings, source code, application code, communication interfaces, protocols, and all other documentation (collectively “Buyer Information”), for Rexel to perform its obligations under this Agreement and that such access to and use of Buyer Information under this Agreement will not infringe or violate any agreement, confidentiality obligations, copyrights, or other intellectual property rights of the original vendor or any other third party. Buyer agrees to indemnify Rexel from any claims arising out of Rexel’s use of Buyer Information pursuant to the Statement of Work

    2. In Rexel’s performance of services, sales activities, or in connection with Buyer’s use of Rexel Products, Rexel may obtain, receive, or collect data or information, including Buyer’s contract information, computer system profile, Rexel Product installation data, and Buyer’s usage specific data of Rexel Products (collectively, the "Data"). In such cases, Buyer grants Rexel and its suppliers a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license to use, compile, distribute, display, store, process, reproduce, or create derivative works of the Data solely to facilitate the performance of sales and services by Rexel and its affiliates (including, but not limited to, quality, safety, energy, and security analytics, product and service diagnostics and prognostics, and reporting), and to facilitate or improve Buyer’s use of the Products. In addition, Buyer grants Rexel and its affiliates a license to use and aggregate the Data in support of Rexel’s marketing and sales activities. Rexel and its affiliates may also use this information in the aggregate, in a form which does not personally identify Buyer, to improve Products and Rexel may share anonymous aggregate data with our third party suppliers and service providers


  12. EXPORT CONTROL.

    Products and associated materials supplied or licensed hereunder may be subject to various export laws and regulations. It is the responsibility of the exporter to comply with all such laws and regulations. Notwithstanding any other provision to the contrary, if Canadian or provincial laws require export authorization for the export or re-export of any Product or associated technology, no delivery can be made until such export authorization is obtained, regardless of any otherwise promised delivery date, and Rexel will be relieved of any obligation relative to the delivery of the Product(s) or Work subject to such delayed authorization without liability of any kind to Buyer or any other party. Further, if any required export authorization is denied, Rexel will be relieved of any further obligation relative to the sale and/or license and delivery of the Product(s) or Work subject to such denial without liability of any kind to Buyer or any other party. Rexel will not comply with boycott related requests except to the extent permitted by Canadian law and then only at Rexel’s discretion


  13. GOVERNING LAW AND FORUM.

    This Agreement and all disputes arising under it will be governed by and interpreted in accordance with the internal laws and will be subject to the exclusive jurisdiction of the courts of the Province where the Services are being provided and the laws of Canada applicable therein but specifically excluding the provisions of the 1980 UN Convention on Contracts for the International Sales of Goods.


  14. CONFIDENTIALITY.

    1. During the term of this Agreement and for a period of three years thereafter, each party will maintain in strict confidence all technical and business data and information disclosed by one party to the other that is marked "Confidential” and will not use or reveal such information without the prior written authorization of the other; provided that Rexel may disclose, use and reveal any such data and information to its suppliers in the performance of or related to its obligations under this Agreement and such Rexel suppliers may disclose, use and reveal such data and information in the performance of their obligations related to Rexel’s obligations under this Agreement

    2. “Recipient” and “Discloser” shall refer to Buyer and Rexel in their respective roles as both recipient and discloser of Confidential Information under this Agreement.

    3. The obligations of confidentiality and non-use will not apply to information (i) that is published or becomes part of the public domain other than by means of a breach of this Agreement; (ii) that the Recipient can prove by written documentation was known to it prior to disclosure by the Discloser; (iii) that the Recipient subsequently rightfully receives from a third party without an obligation of confidentiality; (iv) that the Discloser discloses to a third party on a non-confidential basis; or (v) that was independently developed by the Recipient.

    4. The Recipient shall not use or disclose any Confidential information, except as expressly authorized by this Agreement, and shall protect all such Confidential information using the same degree of care which Recipient uses with respect to its own similar proprietary information, but in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances. Recipient shall take prompt and appropriate action to prevent unauthorized use or disclosure of the Confidential Information.

    5. If any Confidential information must be disclosed to any third party by reason of legal, accounting or regulatory requirements beyond the reasonable control of the Recipient, the Recipient shall promptly notify the Discloser of the order or request and permit the Discloser (at its own expense) to seek an appropriate protective order.


  15. FOR QUEBEC RESIDENTS ONLY.

    LANGUAGE. The parties acknowledge that they have required that the agreement evidenced hereby be drawn up in English. Les parties reconnaissent avoir exigé la rédaction en anglais du Contrat. In the event of a conflict between the English and other language versions, the English version will prevail.


[SCHEDULE A]

[SCOPE OF WORK]

  1. DESCRIPTION OF PROJECT.


  2. PRICE.

    As provided in the Statement of Work exclusive of applicable taxes and duties unless otherwise specified.

  3. CHANGES.

    Any change resulting from any of the following circumstances is subject to equitable adjustments to price, scheduling, and other affected terms and conditions:
    1. Buyer requested order changes, including those affecting the identity, scope, and delivery of the Work or Products;

    2. Concealed or otherwise unknown physical conditions differing materially from those indicated or anticipated in the Statement of Work or that otherwise differ materially from those ordinarily found under similar circumstances;

    3. Any delays caused by Buyer, its employees, affiliates, other contractors to Buyer, or any other party within Buyer’s reasonable control;

    4. Any emergency endangering persons or property. In such circumstances, Rexel may act at its discretion to prevent damage, injury, or loss.

    All changes, except actions necessitated by emergencies as provided in (d) above, must be executed by a written change order signed by both parties or otherwise definitively authorized by both parties., Rexel will not begin work on a change until such change order is properly authorized. All claims relating to a change must be made within a reasonable time after the occurrence giving rise to the claim. If the parties cannot agree on a change in pricing or schedule, it will be resolved pursuant to Section 26, Disputes. Rexel reserves the right to substitute using the latest superseding revision or series or equivalent Product having comparable form, fit, and function, and such substitutions shall not be considered changes subject to the other terms of this section.


  4. RETURNS.

    All returns of Products will be pursuant to Rexel’s instructions.

  5. TEMPORARY SUSPENSION OF WORK BY BUYER.

    Except as set forth in the Statement of Work, Buyer may, by providing prior written notice, request that Rexel temporarily suspend performance and delivery of the Work, in whole or in part. The notice shall specify the portion of the Work to be suspended, the effective date of suspension, Buyer’s anticipated duration of suspension, and the reasons for the suspension. Rexel shall suspend Work as requested, except as necessary for the care or preservation of Work previously executed. On or before the date the suspension begins, Buyer must pay Rexel the unpaid balance of the portion of the Work previously executed plus any additional costs incurred by Rexel as a result of the suspension. Rexel shall resume the suspended Work after a change order is executed covering adjustments to the price, schedule, and any other affected terms or conditions resulting from the suspension. Unless otherwise agreed, the maximum cumulative period for suspension is sixty (60) days. Upon expiration of this or any shorter period agreed upon as provided above, Rexel may terminate this Agreement, and Buyer shall pay all costs of cancellation (including third-party commitments, reasonable profit, and overhead) upon submission of Rexel's invoices.

  6. SOFTWARE LICENSES AND OWNERSHIP. This Section shall only apply if software is identified as a specific deliverable in a Statement of Work.

    1. Standard Software. Software comprised of firmware or standard software (including, but not limited to packaged software, Rexel’s or its suppliers’ preexisting templates, models and library files, and commercially available software) (collectively “Standard Software”) is subject to Buyer’s acceptance of additional terms and conditions set forth in separate Rexel or third-party click-wrap license agreements provided with such Standard Software. Such terms and conditions shall be the exclusive terms and conditions applicable to such Standard Software, excluding Buyer’s obligation to pay any license fee which shall be identified in the Statement of Work.

    2. Documentation and Application Software. Rexel hereby grants to Buyer a non-exclusive, non-transferable license to modify and use solely in conjunction with the Work all documentation and any Application Software created by Rexel or the manufacturer as specified in the Statement of Work. Application Software includes application project files for control programming, design, configuration, and visualization in source code and/or scripting code created by Rexel or the manufacturer under the Agreement for operational use with the Standard Software or the Buyer’s system as specified in the Statement of Work. Buyer is solely responsible for its modifications to documentation and Application Software. Except for any Buyer or third-party confidential information, Rexel retains all right, title, and interest to documentation and Application Software developed by Rexel. Buyer shall not sublicense or assign the documentation or the Application Software except to a customer who purchases the Work from Buyer. Buyer may make an additional archival copy of such documentation and Application Software for backup.

    3. In the absence of a separate Rexel or manufacturer license agreement for software provided by Rexel or such manufacturer under a Statement of Work, Rexel or manufacturer hereby grants Buyer a non-exclusive, non-transferable license to use such software solely in conjunction with the Work for the project identified in the Statement of Work without the right to sublicense, disclose, disassemble, decompile, reverse engineer, or otherwise modify the software (except for modifications of Application Software as set forth above). Ownership of the respective Rexel or third-party software shall remain with Rexel or the third party.

    4. Ownership of Pre-existing Intellectual Property. Each party shall own all right, title, and interest in all patents, trademarks, copyrights, confidential information, trade secrets, mask rights, and other intellectual property rights as it owned on the date of this Agreement.

    5. No Other Licenses. Except as expressly set forth in this Agreement, no license under any patents, trademarks, copyrights, confidential information, trade secrets, mask rights, or other intellectual property rights is granted or implied by either party.


  7. SAFETY AND STANDARDS.

    1. Rexel is responsible for compliance of the Work with laws, regulations, and standards, including safety regulations and standards, of the country where the Work will be located that are applicable to the Work at the effective date of this Agreement.

    2. Buyer must inform Rexel of any other laws, regulations, or standards that may apply to the Work. Rexel will be responsible for compliance with such other safety or other standards only if documented in the Statement of Work

    3. Rexel is not responsible for laws, regulations, or standards that apply to Buyer’s (or end user’s, if different from Buyer) facility, equipment, process, information system, or data.


  8. SITE RULES, LICENSES, PERMITS, SITE PREPARATION.

    1. Rexel agrees to comply with all applicable posted site rules of Buyer (unless inconsistent with the obligations set forth in the Statement of Work) and any additional Buyer’s site rules that have been incorporated into the Statement of Work.

    2. Buyer is responsible for:

      1. all licenses, permits, clearances, and site access rights;

      2. all sites being ready and equipped with all necessary Buyer furnished equipment and facilities

      3. the sites, including any required Buyer fixtures or facilities being safe, hazard free; structurally sound, and sufficient;

      4. reasonable access to the worksite

      5. properly using, calibrating operating, monitoring and maintaining the Work consistent with all Rexel or third-party provided instructions, warnings, recommendations and documentation;

      6. all other factors affecting the Work that are outside of the direct control of Rexel; and

      7. indemnifying Rexel for any claims to the extent directly caused by Buyer’s breach of the obligations listed in this section 19(b) above.


  9. DISPUTES.

    THE PARTIES WILL ATTEMPT IN GOOD FAITH TO PROMPTLY RESOLVE ANY DISPUTE BY NEGOTIATIONS BETWEEN REPRESENTATIVES WHO HAVE AUTHORITY TO SETTLE THE DISPUTE. ANY DISPUTE NOT RESOLVED BY NEGOTIATION MAY THEN BE SUBMITTED TO A COURT OF COMPETENT JURISDICTION IN ACCORDANCE WITH THE TERMS PROVIDED IN THIS AGREEMENT. THESE PROCEDURES ARE THE EXCLUSIVE PROCEDURES FOR THE RESOLUTION OF DISPUTES BETWEEN THE PARTIES.


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