Terms and Conditions

TERMS OF SALES

 

COLLECTION COSTS:

 

In the event legal action is necessary to enforce the payment terms of this Agreement, Liftsafe Group of Companies shall be entitled to collect from the Client any judgment or settlement sums due, plus reasonable attorneys’ fees, court costs and other expenses incurred by Liftsafe Group of Companies for such collection action and, in addition, the reasonable value of Liftsafe Group of Companies time and expenses spent for such collection action, computed according to Liftsafe Group of Companies prevailing fee schedule and expense policies.

 

BETTERMENT:

 

If, due to Liftsafe Group of Companies negligence, a required item or component of the Project is omitted from Liftsafe Group of Companies construction documents, Liftsafe Group of Companies shall not be responsible for paying the cost required to add such item or component to the extent that such item or component would have been required and included in the original construction documents. In no event will Liftsafe Group of Companies 
be responsible for any cost or expense that provides betterment or upgrades or enhances the value of the Project.

 

SAMPLE BILLING AND PAYMENT TERMS:

 

Payment Due: Invoices shall be submitted by Liftsafe Group of Companies monthly and are due upon presentation and shall be considered past due if not paid within (30) calendar days of the due date.

 

Interest: If payment in full is not received by Liftsafe Group of Companies within (30) calendar days of the due date, invoices shall bear interest at one-and-one half (1.5) percent (or the maximum rate allowed by law, whichever is less) of the PAST DUE amount per month, which shall be calculated from the invoice due date. Payment thereafter shall first be applied to accrued interest and then to the unpaid principal.

 

Collection Costs: If the Client fails to make payments when due and Liftsafe Group of Companies incurs any costs in order to collect overdue sums from the Client, the Client agrees that all such collection costs incurred shall immediately become due and payable to Liftsafe Group of Companies Collection costs shall include, without limitation, legal fees, collection agency fees and expenses, court costs, collection bonds and reasonable Liftsafe Group of Companies staff costs at standard billing rates for Liftsafe Group of Companies time spent in efforts to collect.  This obligation of the Client to pay Liftsafe Group of Companies collection costs shall survive the term of this Agreement or any earlier termination by either party.

 

Termination of Services: If the Client fails to make payment to Liftsafe Group of Companies in accordance with the payment terms herein, this shall constitute a material breach of this Agreement and shall be cause for termination of this Agreement by Liftsafe Group of Companies

 

Suspension of Services: If the Client fails to make payments when due or otherwise is in breach of this Agreement, Liftsafe Group of Companies may suspend performance of services upon (60) calendar days’ notice to the Client. Liftsafe Group of Companies shall have no liability 
whatsoever to the Client for any costs or damages as a result of such suspension caused by any breach of this Agreement by 
the Client. Upon payment in full by the Client, Liftsafe Group of Companies shall resume services under this Agreement, and the time schedule and compensation shall be equitably adjusted to compensate for the period of suspension plus any other reasonable time and expense necessary for Liftsafe Group of Companies to resume performance.

Set-Offs, Backcharges, Discounts:  Payment of invoices shall not be subject to any discounts or set-offs by the Client unless agreed to in writing by Liftsafe Group of Companies Payment to Liftsafe Group of Companies for services rendered and expenses incurred shall be due and 
payable regardless of any subsequent suspension or termination of this Agreement by either party.

 

CERTIFICATE OF MERIT:

 

The Client shall make no claim for professional negligence, either directly or by way of a cross complaint against Liftsafe Group of Companies unless the Client has first provided Liftsafe Group of Companies with a written certification executed by an independent consultant currently practicing in the same discipline as Liftsafe Group of Companies and licensed in the Province of Ontario. This certification shall: a) contain the name and license number of the certifier; b) specify the acts or omissions that the certified contends are not in conformance with the standard of care for a consultant performing professional services under similar circumstances; and c) state in detail the basis for the certifier’s opinion that such acts or omissions do not conform to the standard of care.  This certificate shall be provided to Liftsafe Group of Companies not less than thirty (30) calendar days prior to the presentation of any claim or the institution of any arbitration or judicial proceeding. This Certificate of Merit clause will take precedence over any existing state law in force at the time of the claim or demand for arbitration.

 

CERTIFICATIONS, GUARANTEES AND WARRANTIES:

 

Liftsafe Group of Companies shall not be required to sign any documents, no matter by who requested, that would result in Liftsafe Group of Companies having to certify, guarantee or warrant the existence of conditions whose existence Liftsafe Group of Companies cannot ascertain. The Client also agrees not to make resolution of any dispute with Liftsafe Group of Companies or payment of any amount due to Liftsafe Group of Companies in any way contingent upon Liftsafe Group of Companies signing any such certification.

 

CHANGED CONDITIONS:

 

If, during the term of this Agreement, circumstances or conditions that were not originally contemplated by or known to Liftsafe Group of Companies are revealed, to the extent that they affect that scope of services, compensation, schedule, allocation of risks or other material terms of this Agreement, Liftsafe Group of Companies may call for renegotiation of appropriate portions of this Agreement. Liftsafe Group of Companies shall notify the Client of the changed conditions necessitating renegotiation, and Liftsafe Group of Companies and the Client shall promptly and in good faith enter into renegotiation of this Agreement to address the changed conditions. If terms cannot be agreed to, the parties agree that either party has the absolute right to terminate this Agreement in accordance with the Termination provision hereof.

 

EXECUTION OF DOCUMENTS:

 

Liftsafe Group of Companies shall not be required to execute any documents subsequent to the signing of this Agreement that in any way might, in the sole judgment of Liftsafe Group of Companies, increase Liftsafe Group of Companies risk or the availability or cost of its professional or general liability insurance.

 

CODE COMPLIANCE:

 

Liftsafe Group of Companies shall exercise usually and customary professional care in its efforts to comply with applicable laws, codes and regulations. Design changes made necessary by newly enacted laws, codes and regulations after this date shall entitle Liftsafe Group of Companies 
to a reasonable adjustment in the schedule and additional compensation in accordance with the Additional Services provisions 
of this Agreement.

 

In the event of a conflict between laws, codes and regulations of various governmental entities having jurisdiction over this 
Project, Liftsafe Group of Companies shall notify the Client of the nature and impact of such conflict. The Client agrees to cooperate and work 
with Liftsafe Group of Companies in the effort to resolve this conflict.

 

CONFIDENTIALITY:

 

Liftsafe Group of Companies agrees to keep confidential and not to disclose to any person or entity, other than Liftsafe Group of Companies employees, sub consultants and the general contractor and subcontractors, if appropriate, any data or information not previously known to and generated by Liftsafe Group of Companies or furnished to Liftsafe Group of Companies and marked CONFIDENTIAL by the Client. These provisions shall not apply to information in whatever form that is in the public domain, nor shall they restrict Liftsafe Group of Companies from giving notices required by law or complying with an order to provide information or data when such an order is issued by a court, administrative agency or other legitimate authority, or if disclosure is reasonable necessary for Liftsafe Group of Companies to defend itself form any legal action or claim.

 

PROPRIETARY INFORMATION:

 

The Client agrees that the technical methods, design details, techniques and pricing data contained in any material submitted by Liftsafe Group of Companies pertaining to this Project or this Agreement shall be considered confidential and proprietary and shall not be released or otherwise made available to any third party without the express written consent of Liftsafe Group of Companies

 

CONSEQUENTIAL DAMAGES:

 

Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by lay, neither the Client nor Liftsafe Group of Companies, their respective officers, directors, partners, employees, contractors or sub consultants shall be liable to the other or shall make any claim for any incidental, indirect or consequential damages arising out of or connected in any way to the Project or to this Agreement.

 

This mutual waiver or consequential damages shall include, but is not limited to, loss of use, loss of profit, loss of business, loss of income, loss of reputation and any other consequential damages that either party may have incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied warranty. Both the Client and Liftsafe Group of Companies shall require similar waivers of consequential damages protecting all the entities or persons named herein in all contracts and subcontracts with others involved in this project.


CONSTRUCTION MANAGEMENT:

 

If the Owner chooses to retain a Construction Manager (“CM”) for the Project, the Owner shall provide Liftsafe Group of Companies, in writing, a list of duties, responsibilities and authority (“DR&A list”) the CM has been assigned by the Owner. Liftsafe Group of Companies shall be entitled to rely upon the proper performance by the CM of the items on the DR&A list and shall bear no responsibility to the Owner or its representative(s) for any opinions, directions or decisions given by the Owner and CM that are in conflict with the DR&A.

In the event the Owner makes any changes to the CM’s DR&A list, the Owner shall notify Liftsafe Group of Companies, in writing, in a timely 
manner. Liftsafe Group of Companies shall be entitled to rely solely upon the CM’s decisions and directions as to all items listed in the DR&A list.

 

If any owner-directed changes to the CM’s DR&A list result in additional time or expense in order for Liftsafe Group of Companies to prepare, coordinate or respond to changes to the plans or specifications, Liftsafe Group of Companies shall be entitled to an equitable adjustment in fees and schedule for the performance of these additional services.

 

CORPORATE PROTECTION:

 

It is intended by the parties to this Agreement that Liftsafe Group of Companies services in connection with the Project shall not subject Liftsafe Group of Companies individual employees, officers or directors to any personal legal exposure for the risks associated with Project. Therefore, and notwithstanding anything to the contrary contained herein, the Client agrees that as the Client’s sole and exclusive remedy, any claim, demand or suit shall be directed and/or asserted only against Liftsafe Group of Companies a Canadian corporation, and not against any of Liftsafe Group of Companies individual employees, officers or directors.

 

DEFECTS IN SERVICE:

 

The Client shall promptly report to Liftsafe Group of Companies any defects or suspected defects in Liftsafe Group of Companies services of which the Client becomes aware, so that Liftsafe Group of Companies may take measures to minimize the consequences of such a defect.  The Client further agrees to impose a similar notification requirement on all contractors in its Client/Contractor contract and shall require all subcontracts at any level to contain a like requirement. Should legal liability for the defects exist, failure by the Client and the Client’s contractors or subcontractors to notify Liftsafe Group of Companies shall relieve Liftsafe Group of Companies of any liability for costs of remedying the defects above the sum such remedy would have cost had prompt notification been given when such defects were first discovered.

 

PAYMENTS TO THE CONSULTANT:

 

Payments to Liftsafe Group of Companies shall not be withheld, postponed or made contingent on the construction, completion or success of the project or upon receipt by the Client of offsetting reimbursement or credit from other parties who may have caused Additional 
Services or expenses. No withholdings, deductions or offsets shall be made from Liftsafe Group of Companies compensation for any reason 
unless Liftsafe Group of Companies has been found to be legally liable for such amounts.


DELAYS:

 

The Client agrees that Liftsafe Group of Companies is not responsible for damages arising directly or indirectly from any delays for causes 
beyond Liftsafe Group of Companies control. For purposes of this Agreement, such causes include, but are not limited to, strikes or other labor disputes; severe weather disruptions or other natural disasters or acts of God; fires; riots; war or other emergencies; failure of 
any government agency to act in timely manner; failure of performance by the Client or the Client’s contractors or consultants; or discovery of any hazardous substances or differing site conditions. In addition, if the delays resulting from any such causes increase the cost or time required by Liftsafe Group of Companies to perform its services in an orderly an efficient manner, Liftsafe Group of Companies shall be entitled to a reasonable adjustment in schedule and compensation.

 

MEDIATION:

 

In an effort to resolve any conflicts that arise during the design and construction of the Project or following the completion of the Project, the Client and Liftsafe Group of Companies agree that all disputes between them arising out of or relating to this Agreement or the Project shall be submitted to nonbinding mediation.

 

The Client and Liftsafe Group of Companies further agree to include a similar mediation provision in all agreements with independent contractors and consultants retained for the Project and to require all independent contractors and consultants also to include a similar mediation provision in all agreements with their subcontractors, sub consultants, suppliers and fabricators, thereby providing for mediation as the primary method for dispute resolution among the parties to all those agreements.

 

DELIVERY OF ELECTRONIC FILES:

 

In accepting and utilizing any drawings, reports and data on any form of electronic media generated and furnished by Liftsafe Group of Companies, the Client agrees that all such electronic files are instruments of service of Liftsafe Group of Companies, who shall be deemed the author, and shall retain all common law, statutory law and other rights, without limitation, including copyrights.

 

The Client agrees not to reuse these electronic files, in whole or in part, for any purpose other than for the Project. The Client agrees not to transfer these electronic files to others without the prior written consent of Liftsafe Group of Companies The Client further agrees to waive all claims against Liftsafe Group of Companies resulting in any way from any unauthorized changes to or reuse of the electronic files for any other project by anyone other than Liftsafe Group of Companies

 

The Client and Liftsafe Group of Companies agree that any electronic files furnished by either party shall conform to the specifications listed. Any changes to the electronic specifications by either the Client or Liftsafe Group of Companies are subject to review and acceptance by the other party. If Liftsafe Group of Companies is required to expend additional effort to incorporate changes to the electronic file specifications made by 
the Client, these efforts shall be compensated for as Additional Services.

Electronic files furnished by either party shall be subject to an acceptance period of (30) days during which the receiving party agrees to perform appropriate acceptance tests. The party furnishing the electronic files shall correct any discrepancies 
or errors detected and reported within the acceptance period. After the acceptance period, the electronic files shall be deemed 
to be accepted and neither party shall have any obligation to correct errors or maintain electronic files.

 

The Client is aware that differences may exist between the electronic files delivered and the printed hard-copy construction 
documents. In the event of a conflict between the signed construction documents prepared by Liftsafe Group of Companies and electronic files, the signed or sealed hard-copy construction documents shall govern. In addition, the Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless Liftsafe Group of Companies, its officers, directors, employees and sub consultants (collectively, Liftsafe Group of Companies) against all damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, arising from any changes made by anyone other than Liftsafe Group of Companies or from any reuse of the electronic files without the prior written consent of Liftsafe Group of Companies. Under no circumstances shall delivery of electronic files for use by the Client be deemed a sale by Liftsafe Group of Companies and Liftsafe Group of Companies makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. In no event shall Liftsafe Group of Companies be liable for indirect or consequential damages as a result of the Client’s use or reuse of the electronic files.

 

GOVERNING LAW AND JURISDICTION:

 

The Client and Liftsafe Group of Companies agree that this Agreement and any legal actions concerning its validity, interpretation and performance shall be governed by the laws of Ontario, Canada without regard to any conflict of laws provisions, which may apply the laws of other jurisdictions.

 

It is further agreed that any legal action between the Client and Liftsafe Group of Companies arising out of this Agreement or the performance of the services shall be brought in a court of competent jurisdiction in Ontario, Canada.

 

DEFINITION OF “HAZARDOUS MATERIALS”:

 

As used in this Agreement the term hazardous materials shall mean any substances, including without limitation asbestos, toxic or hazardous waste, PCBs, combustible gases and materials, petroleum or radioactive materials (as each of these is defined in applicable federal statutes) or any other substances under any conditions and in such quantities as would pose a substantial damager to persons or property exposed to such substances at or near the Project site.


HAZARDOUS MATERIALS – SUSPENSION OF SERVICES:

 

Both parties acknowledge that Liftsafe Group of Companies scope of services does not include any services related to the presence of any hazardous or toxic materials.

 

In the event Liftsafe Group of Companies or any other person or entity involved in the project encounters any hazardous or toxic materials, or should it become known to Liftsafe Group of Companies that such materials may be present on or about the jobsite or any adjacent areas that may affect the performance of Liftsafe Group of Companies services, Liftsafe Group of Companies may at its sole option and without liability for consequential or any other damages, suspend performance of its services under this Agreement until the Client retains appropriate qualified consultants and/or contactors to identify and abate or remove the hazardous or toxic materials and warrants that the jobsite is in full compliance with all applicable laws and regulations.

 

INDEMNIFICATION:

 

Liftsafe Group of Companies agrees to the fullest extent permitted by law, to indemnify and hold harmless the Client, its officers, directors and employees (collectively, Client) against all damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, to the extent caused by Liftsafe Group of Companies negligent performance of professional services under this Agreement and that of its sub consultants or anyone for whom Liftsafe Group of Companies is legally liable.

 

The Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless Liftsafe Group of Companies, its officers, directors, 
employees and sub consultants (collectively, Liftsafe Group of Companies¬¬) against all damages, liabilities or costs, including reasonable 
attorneys’ fees and defense costs, to the extent caused by the Client’s negligent acts in connection with the Project and the acts of its contractors, subcontractors or consultants or anyone for whom the Client is legally liable.

Neither the Client nor Liftsafe Group of Companies shall be obligated to indemnify the other party in any manner whatsoever for the other party’s own negligence or for the negligence of others.

 

JOBSITE SAFETY:

 

Neither the professional activities of Liftsafe Group of Companies, nor the presence of Liftsafe Group of Companies or its employees and sub consultants at a construction/project site, shall impose any duty on Liftsafe Group of Companies, nor relieve the General Contractor of its obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence, techniques or procedures necessary for performing, superintending and coordinating the Work in accordance with the Contract Documents and any health and safety precautions required by any regulatory agencies. Liftsafe Group of Companies and its personnel have no authority to exercise any control over any construction contractor or its employees in connection with their work or any health or safety programs or procedures. The Client agrees that the General Contractor shall be solely responsible for jobsite and worker safety and warrants that this intent shall be carried out in the Client’s contract with the General Contractor. The Client also agrees that the General Contractor shall defend and indemnify the Client, Liftsafe Group of Companies and Liftsafe Group of Companies sub consultants. The Client also agrees that the Client, Liftsafe Group of Companies and Liftsafe Group of Companies sub consultants shall be made additional insured’s under the General Contractor’s policies of general liability insurance.

 

LIMITATION OF LIABILITY:

 

To the maximum extent permitted by law, the Client agrees to limit Liftsafe Group of Companies liability for the Client’s damages to the sum of $2M or the Liftsafe Group of Companies fee, whichever is greater. This limitation shall apply regardless of the cause of action or legal theory pled or asserted.

 

MAINTENANCE/WEAR AND TEAR:

 

All structures are subject to wear and tear and environmental and man-made exposures. As a result, all structures require 
regular and frequent monitoring and maintenance to prevent damage and deterioration. Such monitoring and maintenance is 
the sole responsibility of Owner. Liftsafe Group of Companies shall have no responsibility for such issues or resulting damages. If routine inspections and maintenance of the project are not properly performed, damage (which may include but not be limited to mold) to the structures may occur, for which Liftsafe Group of Companies cannot be held responsible.

 

OWNER’S CONSULTANTS:

 

The Client agrees that Liftsafe Group of Companies shall have no responsibility for any portion of the Project designed by other consultants 
engaged by the Client. Liftsafe Group of Companies shall not be required to check or verify other consultants’ construction documents or reports and shall be entitled to rely on the accuracy and completeness thereof, as well as the compliance of such documents or reports with applicable laws, codes, statutes, ordinances and regulations.

 

The Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless Liftsafe Group of Companies from any damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, arising out of or connected in any way with the services performed by other consultants engaged by the Client.

 

QUALITY CONTROL:

 

Liftsafe Group of Companies agrees to maintain written quality control procedures for the general guidance of its staff in providing services under this Agreement. Such procedures may be modified by Liftsafe Group of Companies from time to time as appropriate to Liftsafe Group of Companies professional practice. Liftsafe Group of Companies shall utilize these quality control procedures to the extent practicable in rendering services in accordance with the standard of professional care.

 

RECORD DOCUMENTS:

 

Upon completion of the Work, Liftsafe Group of Companies shall compile for and deliver to the Client a reproducible set of Record Documents based upon the marked –up record drawings, addenda, change orders and other data furnished by Liftsafe Group of Companies or other third parties. These Record Documents will show significant changes made during construction. Because these Record Documents are based on unverified information provided by other parties, which Liftsafe Group of Companies is entitled to assume will be reliable, Liftsafe Group of Companies cannot and does not warrant their accuracy.

 

WARNING:

 

These Record Documents have been prepared based on information provided by others. Liftsafe Group of Companies is under no obligation or duty to verify the accuracy and/or completeness of this information and has not done so. Liftsafe Group of Companies shall not be responsible 
for any errors or omissions that may be incorporated as a result or erroneous information provided by others.

 

SUBSTITUTIONS:

 

Upon request by the Client, Liftsafe Group of Companies shall evaluate and make recommendations regarding substitutions of materials, 
products or equipment proposed by the Client’s consultants or contractors. Liftsafe Group of Companies shall be compensated for these services as “Additional Services”, as well as any for services required to modify and coordinate the construction documents prepared by Liftsafe Group of Companies with those of Liftsafe Group of Companies sub consultants and Client’s consultants. Liftsafe Group of Companies also shall be entitled to adjustment(s) in schedule caused by this additional effort.

 

SUSPENSION OF SERVICES:

 

If the Project of Liftsafe Group of Companies services are suspended by the Client for more than thirty (30) calendar days, consecutive or in the aggregate, over the term of this Agreement, Liftsafe Group of Companies shall be compensated for all services performed and reimbursable expenses incurred prior to the receipt of notice of suspension. In addition, upon resumption of services, the Client shall compensate Liftsafe Group of Companies for expenses incurred as a result of the suspension and resumption of its services, and Liftsafe Group of Companies schedule and fees for the remainder of the Project shall be equitably adjusted.

 

If Liftsafe Group of Companies services are suspended for more than ninety (90) days, consecutive or in the aggregate, Liftsafe Group of Companies may terminate this Agreement upon giving not less than five (5) calendar days’ written notice to the Client.

 

If the Client is in breach of the payment terms or otherwise is in material breach of this Agreement, Liftsafe Group of Companies may suspend performance of services upon five (5) calendar days’ notice to the Client. Liftsafe Group of Companies shall have no liability to the Client, and the Client agrees to make no claim for any delay or damage as a result of such suspension caused by any breach of this Agreement by the Client. Upon receipt of payment in full of all outstanding sums due from the Client, or curing of such other breach, which caused Liftsafe Group of Companies to suspend services, Liftsafe Group of Companies shall resume services and there shall be an equitable adjustment to the remaining project schedule and fees as a result of the suspension.

 

In the event the Client has paid a retainer to Liftsafe Group of Companies, Liftsafe Group of Companies shall be entitled to apply the retainer to cover any sums due from the Client up to the date of suspension. Prior to resuming services after such suspension, the Client shall remit to Liftsafe Group of Companies sufficient funds to replenish the retainer to its full prior amount.

G10 CUSTOMER PORTAL USERS:

 

Customer access to our Web Portal (G10) should be strictly used to access customer information, the information contained on this site is the property of Liftsafe Group of Companies, no user should share or utilize this site for anything other than its dealings with Liftsafe Group of Companies

 

This site is only to be used and accessed under our direction, we have the right to terminate your account if we find any abuse of the Customer Portal or in the case where you are no longer a client of ours.

 

TERMINATION:

 

In the event of termination of this Agreement by either party, the Client shall within fifteen (15) calendar days of termination pay Liftsafe Group of Companies for all services rendered and all reimbursable costs incurred by Liftsafe Group of Companies up to the date of termination, in accordance with the payment provisions of this Agreement.

The Client may terminate this Agreement for the Client’s convenience and without cause upon giving Liftsafe Group of Companies not less than seven (7) calendar days’ written notice.

Either party may terminate this Agreement for cause upon giving the other party not less than seven (7) calendar days’ written notice for any of the following reasons:

 

-           Substantial failure by the other party to perform in accordance with the terms of this Agreement and                                                                     through no fault of the terminating party;

-           Assignment of this Agreement or transfer of the Project by either party to any other entity without the       

            prior written consent of the other party;

-           Suspension of the Project of Liftsafe Group of Companies services by the Client for more

            than ninety (90) calendar days, consecutive or in the aggregate;

-           Material changes in the conditions under which this Agreement was entered into, the Scope of Services

            or the nature of the Project and the failure of the parties to reach agreement on the compensation and

            schedule adjustments necessitated by such changes.

 

In the event of any termination that is not the fault of Liftsafe Group of Companies, the Client shall pay Liftsafe Group of Companies, in addition to payment for services rendered and reimbursable costs incurred, for all expenses reasonable incurred by Liftsafe Group of Companies in connection with the orderly termination of this Agreement, including but not limited to demobilization, reassignment of personnel, associated overhead costs and all other expenses directly resulting from the termination.

 

SCHEDULE FOR RENDERING SERVICES:

 

Liftsafe Group of Companies shall prepare and submit for Client approval a schedule for the performance of Liftsafe Group of Companies services. This schedule shall include reasonable allowances for review and approval times required by the Client, performance of services by the Client’s consultants, and review and approval times required by public authorities having jurisdiction over the Project. This schedule shall be equitably adjusted as the Project progresses, allowing for changes in scope, character or size of the Project requested by the Client, or for delays or other causes beyond Liftsafe Group of Companies reasonable control.

 

NOTICE OF DELAY:

 

If Liftsafe Group of Companies becomes aware of delays due to time allowance for review and approval being exceeded, delay by Liftsafe Group of Companies, the Client, the Client’s consultants or any other cause beyond the control of Liftsafe Group of Companies, which will result in the schedule for performance of Liftsafe Group of Companies services not being met, Liftsafe Group of Companies shall promptly notify the Client.

 

If the Client becomes aware of any delays or other causes that will affect Liftsafe Group of Companies schedule, the Client shall promptly notify Liftsafe Group of Companies In either event, Liftsafe Group of Companies schedule for performance of its services shall be equitably adjusted.

 

STAND-BY CHARGES:

 

If Liftsafe Group of Companies or any of its sub-contractors as a result of the client, the client’s contractors, agents or employees are delayed for a period of ½ hour or more, then Liftsafe Group of Companies or its sub-contractors has the right to charge out its hourly rate for the down-time to the client for such time that they are unable to perform there work, the client will adjust there purchase order accordingly and pay this in addition to any other losses incurred as a result of the down-time.

 

UNAUTHORIZED CHANGES:

 

In the event the Client, the Client’s contractors or subcontractors, or anyone for whom the Client is legally liable makes or 
permits to be made any changes to any reports, plans, specifications or other construction documents prepared by Liftsafe Group of Companies without obtaining Liftsafe Group of Companies prior written consent, the Client shall assume full responsibility for the results of such changes. Therefore the Client agrees to waive any claim against Liftsafe Group of Companies and to release Liftsafe Group of Companies from any liability arising directly 
or indirectly from such changes.

 

In addition, the Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless Liftsafe Group of Companies from any damages, liabilities or costs, including reasonable attorneys’ fees and costs of defense, arising from such changes.

 

In addition, the Client agrees to include in any contracts for construction appropriate language that prohibits the Contractor or any subcontractors of any tier from making any changes or modifications to Liftsafe Group of Companies construction documents without prior written approval of Liftsafe Group of Companies and that further requires the Contractor to indemnify both Liftsafe Group of Companies and the Client from any liability or cost arising from such changes made without such proper authorization.


TWO-YEAR EQUIPMENT WARRANTY:

 

Liftsafe Group of Companies warrants all fabricated and supplied Equipment, to be free from defects in material and workmanship for a period of two (2) years commencing on the date of shipment to the first retail purchaser (“Purchaser”). This warranty does not extend to equipment which has been subject to misuse, use in excess of rated capacity, negligent operation, use beyond Liftsafe Group of Companies published service factors, improper installation or maintenance, and does not apply to any Equipment which has been repaired or altered without Liftsafe Group of Companies written authorization. Written notice of any claimed defect must be given to Liftsafe Group of Companies within thirty (30) days after such defect is discovered. Liftsafe Group of Companies obligation, and Purchaser’s sole remedy under this Warranty is limited to, at Liftsafe Group of Companies discretion, the replacement or repair of the Equipment at Liftsafe Group of Companies factory or at a location approved by Liftsafe Group of Companies Purchaser is responsible for all freight and transportation costs relating to the repair or replacement of the Equipment.

 

 

 


THE FOREGOING WARRANTY IS ESPRESSLY IN LIEU OF ALL OTHER WARRANTIES WHATSOEVER WHETHER 
EXPRESS, IMPLIED, OR STATUTORY. SELLER MAKES NO WARRANTY AS TO THE MERCHANTABLIITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE EQUIPMENT AND MAKES NO OTHER WARRANTY, EITHER EXPRESS OR 
IMPLIED.

 

Liftsafe Group of Companies shall not be liable, under any circumstances, for any indirect, special or 
consequential damages including, but not limited to, lost profits, increased operating costs or loss or production. This Warranty shall not extend to any components or accessories not manufactured by Liftsafe Group of Companies, and Purchaser’s remedy

 

STANDARD TERMS AND CONDITIONS:

 

1. Product Specifications: All products, equipment, materials shall conform to the standard specifications established by Seller and shall comply with applicable codes and standards.

2. Deliver: Goods sold hereunder shall be delivered by Seller f.o.b. Seller’s producing and/or delivery facilities and at Buyer’s request and expense shall be shipped by Seller or its agent to Buyer’s designated point of shipment. Unless otherwise specified, titles and all risks or loss or damage shall pass to Buyer at Seller’s producing and/or delivery facilities at the time of delivery.

3. Payment and Interest: Seller may demand different terms of payment from those set forth on the face hereof whenever Buyer’s financial position requires such change. Seller shall have the right to charge on any amount unpaid on the 10th of the month following delivery, interest each month at a rate of 1 1/2% per month (18% per annum). Buyer agrees to pay all taxes and duties (if any) upon the sale and purchase of Goods hereunder.

4. Inspection: Buyer shall inspect the Goods upon their arrival. Should Buyer find that the Goods do not conform to the 
description herein, Buyer shall give written notice to the effect to Seller within fifteen (15) days from the arrival of such goods. Failure of Buyer to give Seller such notice shall constitute and 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 of 20% of invoice value will be levied on all such Goods returned for credit.
5. Warranties and Liabilities:

a) Except for the express warranties provided in section 1 above, all warranties, whether express or implied, all guaranties 
and all representations as to performance including implied warranties or merchantability or fitness for a particular purpose, with respect to the Goods are hereby expressly excluded and disclaimed by Seller. No agent, employee or representative of Seller has any authority to bind Seller to any representation or warranty relating to the Goods other than as specifically provided herein.

b) Sellers sole liability and Buyer’s sole remedy for the non-delivery of Goods or for the delivery of Goods not conforming to the applicable specifications shall be limited (at Seller’s sole discretion) to replacing the Goods or to granting a credit or refund in the amount of the contracted price of such Goods.

c) Seller makes no warranty whatsoever with respect to Goods manufactured by others, but agrees to assign the manufacturer’s warranty to Buyer.

d) Seller shall not be responsible for any direct damages sustained by Buyer, its employees or others in connection with the 
handling, presence, storage, use, quality or condition of the Goods in connection with its breach of any of the conditions 
hereunder unless such damages are shown to have been caused by the negligent acts of omission of Seller. In no event, 
however, shall Seller be responsible for indirect or consequential damages howsoever occurring.

 

6. Limitation on Intended Users: Except as expressly provided by Seller in writing, 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 such equipment. The Goods are NOT intended for consumers or consumer use. Seller’s warranties do not extend to, and no retailer is authorized to extend Seller’s warranties to any consumer.

7. Modifications: No terms and conditions can be modified except by a writing signed by an authorized officer of Liftsafe Group of Companies and Buyer.

8. Waiver: Failure by Seller to require performance by Buyer of any provision hereof shall in no way affect the full right of Seller 
to require performance at any time thereafter nor shall the waiver of Seller of a breach of any provision hereof be taken as a waiver of the provision itself.

9. Return of Merchandise: No claims allowed unless made within fourteen (14) days of receipt of merchandise. No 
merchandise may be returned without permission. All returned merchandise will be subject to a 20% handling charge, when 
no fault exists on the part of the Seller. All special orders are non-returnable.

Additional Terms and Conditions

 

1. Credit: All orders sold on credit are subject to Credit Department approval.

2. Title to Product: Title to product remains with Liftsafe Group of Companies until the total purchase price of product is paid.

3. Prices: Customer agrees to pay Liftsafe Group of Companies prices set out on invoice. Customer agrees to pay taxes as indicated on invoice unless Liftsafe Group of Companies receives acceptable exemption certificates.

4. Indemnification: Customer agrees to use product at own risk and to indemnify Liftsafe Group of Companies against all liabilities, including legal fees, to third parties arising out of the use or possession thereof. Liftsafe Group of Companies shall in no event be liable for special, incidental or consequential damages.

5. Charges: Liftsafe Group of Companies sales personnel are not authorized to modify these Terms and Conditions or modify Customer’s credit terms. Terms are subject to change by Liftsafe Group of Companies with reasonable notice to customer.

6. Quotations: All terms and conditions apply once customer agrees to purchase product. Quotations on special promotion 
products are only valid until end of promotion period.

7. Terms: Orders under $500.00 are credit card only (exceptions apply); Orders over $500.00 Net 30 days OAC; Orders over $5000 may be subject to deposits and/or a progress billing schedule and will be determined on a per project basis.

8. Price Increases: Increase cost in products and/or raw materials will be billed to the customer at agreed upon discount levels. The seller will notify the customer upon receipt of purchaser order of any price increase. Inspection, PM and Hourly rates will increase annually in the amount of the Bank of Canada’s Consumer Price Index.
9. Projects: All Projects are subject to Monthly Progress Payments.

 

Additional Terms and Conditions

 

Liftsafe Group of Companies will make every effort to adhere to our schedule, should our technician(s) arrive on site to complete the scope of work and are not able to do so due to activities or changes which are out of our control, Liftsafe Group of Companies will apply an additional charge to make a return visit to complete the scheduled work.

Liftsafe Group of Companies will make every effort to locate all the equipment required for inspections, and will be diligent in finding it, however if Liftsafe Group of Companies technicians are unable to locate equipment, or complete equipment that may be in service on the scheduled date, Liftsafe Group of Companies will charge an additional charge to make a return visit to complete the remaining work.