Terms of Service

eHealth and Safety Canada
Brampton
Ontario, Canada
Terms and Conditions - eHealth and Safety Canada
Canada
Effective March 1, 2010

1. PURCHASE ORDERS. All purchases hereunder are governed solely by the terms and conditions of this Agreement and all preprinted terms and conditions contained on purchase orders or acknowledgments are excluded. Seller accepts Buyer's purchase order, but acceptance is expressly made conditional on agreement by Buyer to Seller's terms and conditions included with this acknowledgment. Buyer agrees to Seller's terms (including any inconsistencies between Buyer's purchase order and this conditional acceptance), unless Buyer promptly provides written notice of objection to Seller.

2. DELIVERY TERMS. Domestic: F.O.B. shipping point, freight prepaid by Seller and added to Buyer's invoice. Title to products pass to Buyer upon delivery to carrier from Seller's dock. Buyers are required to contact Seller directly regarding export freight policies Freight claims for product damages or shortages can be filed on our distributor's behalf by Seller with carriers if filed in writing with eHealth and Safety Canada Customer Service within 10 business days of receipt of shipment. For orders valued at C$2000 or more representing a single shipment to a single destination within Canada (except isolated destinations), freight prepaid and absorbed via Seller selected overland routing. Special routing requests may incur additional charges. eHealth and Safety Canada will contact North Honeywell Safety Products Customer Service directly regarding export freight policies.

3. MINIMUM ORDER. C$150.00 net value. A charge of C$35.00 will be assessed to all orders that do not meet the C$150.00 minimum order value. Under special agreed upon terms, this minimum order requirement can be waived to the seller.

4. STOCKING DESIGNATIONS.
eHealth and Safety does not stock best sellers or standard sellers, and the fastest turning items will ship within two (2) days to two (2) weeks after acknowledgement of Buyer's order.
All item numbers are build to order, make to order, or custom items that could require greater than two (2) weeks to ship. eHealth and Safety Canada Customer Service Representatives can confirm lead times or ship dates on these items as required.

5. HAZARDOUS MATERIAL TRANSPORTATION CHARGES. When applicable, Hazardous Material Transportation charges will be prepaid and added to the purchaser's invoice.

6. SHIP DATE ACKNOWLEDGEMENTS. Every attempt is made to meet requested ship dates.

7. CUSTOM PRINTING – PERSONALIZATION AND SPECIAL ORDERS. These orders may not be cancelled once a purchase order has been issued to Seller. In the event of a cancellation of this, the customer will be responsible for the full order. It will be shipped and billed accordingly. Buyer must verify with eHealth and Safety Canada Customer Service to ascertain if Buyer's order is of this type.
Examples include, but are not limited:
• Imprinted Hard Hats, First Aid Kits and Eyewear
• Specially manufactured and custom products including Traffic Vests, Clothing, Rainwear, Fall Protection Harnesses, and Self Contained Breathing Apparatus

8. CANCELLATIONS. Seller does not accept cancellations of orders for custom or special manufactured products, or for non-stocked, long lead time products after Buyer receives and accepts order confirmation.

9. TERMS OF PAYMENT. eHealth and Safety Canada accept all payment types, including payment is due 30 calendar days from date of invoice.
Payments must be made in Canadian currency. If Buyer is delinquent in its payment obligation to Seller, Seller may upon written notice to Buyer stop work and withhold future shipments until all delinquent amounts and late interest, if any, are paid. Additionally Seller may at its option: i) repossess Products for which payment has not been made; ii) charge interest on delinquent amounts at a rate of 1.5% per month or the maximum rate permitted by law, if lower, for each month or part thereof; iii) recover all costs of collection including, but not limited to, reasonable attorneys' fees; iv) combine any of the above rights and remedies as may be permitted by applicable law. These remedies are in addition to all other remedies available at law or in equity. This "Payments" clause will survive expiration or any termination of this Agreement. Seller may re-evaluate Buyer's credit standing at all times. If Seller reasonably determines in its sole discretion that Buyer fails to qualify for the above payment terms at any time, then Seller may without notice to Buyer modify or withdraw credit terms including, but not limited to, requiring advance payment, guarantees or other security.

10. TAXES. Seller's pricing excludes all taxes (including but not limited to, sales, use, excise, value-added, and other similar taxes), duties and charges. Buyer is responsible for all such taxes, duties and charges resulting from this Agreement or as a result of Seller's performance hereunder, whether now or hereafter imposed, levied, collected, withheld, or assessed. If Seller is required to impose, levy, collect, withhold or assess any such taxes, duties or charges on any transaction under this Agreement, then in addition to the purchase price, Seller will invoice Buyer for such taxes, duties, and charges unless at the time of order placement Buyer furnishes Seller with an exemption certificate or other documentation sufficient to verify exemption from such taxes, duties or charges. If any taxes are required to be withheld from amounts paid or payable to Seller under this Agreement, (i) the amount will be increased so that the amount Seller receives net of the taxes withheld equals the amount Seller would have received had no taxes been required to be withheld, (ii) Buyer will withhold the required amount of taxes and pay such taxes on behalf of Seller to the relevant taxing authority in accordance with applicable law, and (iii) Buyer will forward proof of such withholding sufficient to establish the withholding amount and recipient to Seller within 60 days of payment. In no event will Seller be liable for taxes paid or payable by Buyer. This clause will survive expiration or any termination of this Agreement.
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11. PACKING. If Seller is responsible for packing any items for shipment, Seller will pack such items in accordance with Seller's general packing instructions, suitable for air-ride vans only.

12. FORCE MAJEURE. Except for payment obligations, neither party will be liable to the other for any failure to meet its obligations due to any cause beyond the non-performing party's reasonable control. If the inability to perform continues for longer than 90 days, either party may terminate this Agreement by providing written notice to the other party and Buyer will pay Seller for products delivered and services performed prior to termination. Force majeure events may include but are not limited to: (1) government embargoes, (2) blockades, (3) seizure or freeze of assets, (4) delays or refusals to grant an export license or the suspension or revocation thereof, (5) any other acts of any government that would limit the ability for contract performance, (6) fires, earthquakes, floods, severe weather conditions, (7) any other acts of God, (8) quarantines or regional medical crises, (9) labor strikes or lockouts, (10) riots, strife, insurrection, civil disobedience, armed conflict, terrorism or war, declared or not (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property),
(11) shortages or inability to obtain materials or components and (12) inability or refusal by Buyer's directed third party suppliers to provide Seller parts, services, manuals, or other information necessary to the goods or services to be provided by Seller under this Agreement. Order Adjustment. If a force majeure event causes a delay, then the date of performance will be extended by the period of time that the non-performing party is actually delayed or for any other period as the parties may agree in writing.

13.INSPECTION AND ACCEPTANCE. Unless other acceptance criteria have been agreed to by the Parties under this Agreement the Buyer will inspect Products within a reasonable period after delivery not to exceed 30 calendar days. Products will be presumed accepted unless Seller receives written notice of rejection explaining the basis for rejection within the same timeframe. Seller will have a reasonable opportunity to repair or replace rejected Products, at its option. Seller assumes shipping costs in an amount not to exceed normal surface shipping charges to Seller's designated facility for the return of properly rejected Products. Following initial delivery, the party initiating shipment will bear the risk of loss or damage to Products in transit. If Seller reasonably determines that rejection was improper, Buyer will be responsible for all expenses caused by the improper rejection.
Seller does not accept cancellations of orders for custom or special manufactured products, or for non-stocked, long lead time products after Seller receives order confirmation.

14. WARRANTIES. Products will conform to Seller published specifications if properly used and maintained and will be free from defects in materials and/or workmanship. No changes to Seller published specifications will be valid without Seller written consent. This warranty does not extend: (1) to any Product determined by Seller to have been used after having arrested a fall or to have suffered any accident, alteration, misuse, abuse or servicing with parts not approved by Seller; (2) to Products subjected to temperature or humidity in excess of explicit specific storage and shipping conditions; (3) to deterioration or aging of any component made of rubber or any other elastomer; (4) to any first aid product that complied with applicable Health Canada regulations during the warranty period; (5) to any subsequent owner of a 85400A, 85500A, EEBA, PAPR, Frontier SCBA and 800 Series™ SCBA respirator after the initial end
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user (as evidenced by the Registration Card returned to SELLER); and (6) to any claim made more than three months after the end of the applicable warranty period. The term of this Warranty shall be one year from the date of purchase by the initial end user, with the following exceptions: (1) for the Pressure Reducing Valve in the 85500A PDAR and the EEBAs, two years from the date of shipment by SELLER (2) for Frontier Series SCBA, three years from date of shipment by SELLER; (3) for the 800 Series SCBA Reducer/Regulator Assembly, five years from the date of shipment by Seller; (4) for Fibre-Metal High Performance ADF , two years from the date of purchase by the initial end user; (5) for first aid products, until the expiration date shown on the packaging. This warranty may not be varied or extended except by an authorized representative of SELLER, in writing. SELLER, at its discretion, will either (1) repair or replace any defective part at our expense, or
(2) refund the purchase price to Buyer. Buyer must examine the Product upon receipt and promptly notify us if any item is damaged or missing. SELLER will not consider claims for damaged or missing items made more than thirty (30) calendar days after the date of purchase by the initial end user. To maintain this warranty, the purchaser must perform maintenance and inspections prescribed in the User's Instructions which shall include prompt replacement or repair of defective parts, and the replacement of parts per the maintenance schedule as prescribed in the User's Instructions. Prior to return shipment, contact eHealth and Safety Canada Customer Service via email at This e-mail address is being protected from spam bots, you need JavaScript enabled to view it to obtain a return good authorization (RGA) number. Clearly mark the RGA number on the shipping container and return the product to us at the following address: eHealth and Safety Canada, 30 Treeline blvd, Brampton Ontario, L6P 1C5. All products must be cleaned and decontaminated prior to return shipment and must be shipped prepaid at Buyer's expense.
FOR "CONSUMER PRODUCTS" (AS THAT TERM IS DEFINED IN THE
MAGNUSONMOSS WARRANTY – FEDERAL TRADE COMMISSION IMPROVEMENT ACT, 15 U.S.C. §§ 2301 ET SEQ.), SELLER HEREBY LIMIT ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TO THE TERM OF THIS WRITTEN WARRANTY. FOR ALL OTHER PRODUCTS, SELLER HEREBY ENTIRELY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE. THIS IS THE ONLY WARRANTY THAT SHALL BE OF ANY FORCE AND EFFECT, AND ALL OTHER WARRANTIES ARE DISCLAIMED IN THEIR ENTIRETY.
Other Conditions: If a Product is not in good working order as warranted, the sole and exclusive remedy will be repair or replacement or refund of the purchase price. This limitation applies to damages of any kind, including but not limited to direct or indirect damages or other special, incidental, exemplary or consequential damages, whether arising out of the use or inability to use the product, even if Seller or any Seller authorized dealers have been advised of the possibility of the damages or any claim by any other party. Exclusions. Seller will not be liable under this Section if the Products has been exposed or subjected to any:
a) maintenance, repair, installation, handling, packaging, transportation, storage, operation or use which is improper or otherwise not in compliance with Seller's instruction;
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b) alteration, modification or repair by anyone other than Seller or those specifically authorized by Seller;
c) accident, contamination, foreign object damage, abuse, neglect or negligence after shipment to Buyer;
d) damage caused by failure of any Seller-supplied Products not under warranty or by any hardware or software not supplied by Seller;
e) use of counterfeit or replacement parts that are neither manufactured nor approved by Seller for use in Seller's manufactured Products; or
f) Products which is normally consumed in operation or which has a normal life inherently shorter than the foregoing warranty period including, but not limited to, consumables (e.g. flashtubes, lamps, batteries, storage capacitors).
THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. IN NO EVENT WILL SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NO EXTENSION OF THIS WARRANTY WILL BE BINDING UPON SELLER UNLESS SET FORTH IN WRITING AND SIGNED BY SELLER'S AUTHORIZED REPRESENTATIVE.

15. INDEMNITY AGAINST PATENT INFRINGEMENT. At its expense, Seller shall defend any action brought against Buyer and pay all of Buyer's reasonable expenses and damages, but only to the extent that such expenses and damages do not exceed the aggregate amount paid by Buyer for the Products manufactured by Seller, for any claims that such Products infringe a patent or copyright effective in the United States. Buyer must notify Seller promptly in writing of the action (and all prior claims relating to such action) and give Seller sole control of the defense and all negotiations for its settlement or compromise. If Products manufactured by Seller become, or in Seller's opinion are likely to become, the subject of a patent or copyright infringement claim, Seller may at its option either secure Buyer's right to continue using such Products, replace or modify the Products to make them non-infringing, or, if neither of the foregoing alternatives is reasonably available, refund all money paid by Buyer for the Products. Seller shall have no liability for any claim of copyright or patent infringement based on (i) alteration of the Products manufactured by Seller by entities other than Seller, or (ii) use or combination of Products manufactured by Seller with Programs, software, data or equipment not supplied by Seller. THIS SECTION CONSTITUTES SELLER'S SOLE LIABILITY, AND DISTRIBUTOR'S SOLE RECOURSE AND EXCLUSIVE REMEDY, IN THE EVENT OF ANY INFRINGEMENT OR OTHER VIOLATION OF INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO PRODUCTS MANUFACTURED BY SELLER.

16. RETURNS. Authorization for return of merchandise must be obtained in writing. Returned product must be identified with a Return Goods Authorization (RGA) number provided by eHealth and Safety Canada Customer Service. The RGA number must be clearly marked on all packages. A restocking charge of 25% will apply on all product accepted for credit provided such goods are in saleable condition, in standard eHealth and Safety Canada order multiple quantities and are less than one (1) year old. Returned products not deemed saleable, at the sole discretion of eHealth and Safety Canada, will be disposed of or returned at the distributor's
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expense and no credit will be issued. Expiration dated product, custom product and discontinued items are non-returnable for credit. Return Goods Authorizations are valid for 60 days from the date of issue. Products returned without authorization will be disposed of or returned at the distributor's expense, and no credit will be issued.

17. INDEMNIFICATION. Each party will indemnify, defend, and hold the other harmless against third party claims (including, without limitation, the parties' employees) for personal injury, death or loss of or damage to property caused solely by its negligence in the performance of this Agreement. The indemnitor's obligations under this Clause are conditioned on receiving prompt notice of a claim from the indemnitee. The indemnitor will be entitled exclusively to control the defense. At the indemnitor's expense, the indemnitee will provide reasonable assistance in defense of the claim including, but not limited to, promptly furnishing the indemnitor with all relevant information within its possession or control. Because the indemnitor will provide the defense, the indemnitor will not be liable for any attorney fees or costs of indemnitee. The indemnitee may participate in the defense, but in no event will the indemnitor be liable for the indemnitee's attorney fees or costs. The indemnitee may not enter into any settlement, assume any obligation or make any concession without the prior written approval of indemnitor, which may not be unreasonably withheld.

18. LIMITATION OF LIABILITY. IN NO EVENT WILL SELLER BE LIABLE FOR ANY INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INDIRECT DAMAGES, LOSS OF PROFITS, LOSS OF REVENUES, OR LOSS OF USE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER'S LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL IN NO CASE EXCEED THE LESSER OF THE AMOUNT PAID BY BUYER TO SELLER OR THE CONTRACT PRICE FOR THE SPECIFIC PRODUCT OR SERVICE THAT GIVES RISE TO THE BREACH. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE LIMITATIONS AND EXCLUSIONS WILL APPLY REGARDLESS OF WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT, WARRANTY, TORT(INCLUDING BUT NOT LIMITED TO NEGLIGENCE), BY OPERATION OF LAW, OR OTHERWISE.

19. COMPLIANCE WITH LAWS. Buyer is responsible for compliance with all import and export control laws and regulations. Buyer will obtain import, export, re-export approvals and licenses required for goods, transfers, services and technical data delivered and will retain documentation to support compliance with those laws and regulations.

20. NOTICES. Every Notice between the Parties relating to the performance or administration of this Agreement shall be made in writing

21. SEVERABILITY. In the event any provision of this Agreement is determined to be illegal, invalid, or unenforceable, the validity and enforceability of the remaining provisions of this Agreement will not be affected and, in lieu of such illegal, invalid, or unenforceable provision, there will be added as part of this Agreement one or more provisions as similar in terms as may be legal, valid and enforceable under applicable law.

22. WAIVER. The failure of either party to enforce at any time any of the provisions of this agreement shall not be construed to be a continuing waiver of any provisions hereunder nor shall any such failure prejudice the right of such party to take any action in the future to enforce any provisions hereunder.
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23. SETOFF. Buyer will not set off or recoup invoiced amounts or any portion thereof against sums that are due or may become due from Seller, its parent, affiliates, subsidiaries or other divisions or units.

24. APPLICABLE LAW AND FORUM. This Agreement will be governed by the laws of the Province of Ontario and Canada, without regard to conflicts of law principles. Seller and Buyer expressly agree to exclude from this Agreement the United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto. The federal and/or state courts located within Toronto, Ontario, Canada will have exclusive jurisdiction to adjudicate any dispute arising out of or related to this Agreement.

25. TRADEMARKS. Buyer acknowledges the proprietary nature and exclusivity of Seller ownership of the trademarks associated with Seller's products ("Trademarks"). Buyer acknowledges that it has no right, title, or interest in the Trademarks. If Buyer is an authorized distributor of Seller, Buyer may use the Trademarks solely for the purpose of identifying itself as an authorized distributor of products and to identifying the products as Seller's products. In the event that Buyer ceases to be an authorized Distributor of Seller Products, Buyer shall cease any use of Seller Trademarks. Buyer shall not (i) directly or indirectly, including through any affiliate, produce, promote, advertise, distribute, sell or offer for sale, directly or indirectly, without prior written consent of Seller any item anywhere that bears a trademark, or trade dress that may infringe Seller's intellectual property interest in, or otherwise may, in Seller's good faith determination, create confusion with the Trademarks. Furthermore Buyer shall not use Trademarks in any manner likely to diminish their commercial value or make any representation to the effect that the Trademarks are owned by Buyer rather than Seller or challenge the validity of Seller ownership in Trademarks.

26. ASSIGNMENT. Neither Party will assign any rights or obligations under this Agreement without the advance written consent of the other Party, which consent will not be unreasonably withheld. Either Party may assign this Agreement in connection with the sale or transfer of all or substantially all of the assets of the business to which it pertains. Any attempt to assign or delegate in violation of this clause will be void.

27. SURVIVAL. All provisions which by their meaning and intent would reasonably be assumed to survive the termination or expiration of this Agreement shall so survive.