Terms & Conditions

Terms & Conditions of Sale

• Contract: These Terms and Conditions of Sale (these “Terms and Conditions”) shall govern the provision by Thurston Machine Company Limited (“Thurston”) to the purchaser (the “Buyer”), of the goods specified in the quotation (the “Goods”) to which these Terms and Conditions are attached (the “Transaction”). The Buyer’s issuance of a purchase order or other agreement to proceed with the Transaction following receipt of the quotation to which these Terms and Conditions are attached shall be conclusive evidence of the Buyer’s acceptance of these Terms and Conditions, whether or not the Buyer submits its own terms and conditions as part of such acceptance or otherwise as part of the Transaction. Upon such acceptance the Transaction shall be governed by these Terms and Conditions to the exclusion of all other documents relating to the Transaction.
• Quotes and Delays: Quoted pricing and deliveries are valid for 15-days and subject to review at time of order. Any unexpected delays caused by the Buyer (e.g. revisions, drawing release delays, etc.) will impact the completion of the Goods, and Thurston is not liable for any such delays.
• Warranty: Thurston warrants that the Goods will meet the Buyer’s drawings and specifications, for a period of 12 months following delivery of the Goods to the Buyer as set out in the applicable purchase order, and this is the sole and exclusive warranty provided by Thurston to the Buyer. Thurston specifically disclaims all other express or implied warranties including, without limitation, any warranty of workmanship, any warranty of fitness for a particular purpose, any warranty of merchantability and any warranty as to the performance or capabilities of the goods or materials once the Goods have been provided.
• Delivery and Risk: All means of pick-up, delivery, transportation, and/or routing shall be determined by Thurston, unless otherwise specified. In the event a delivered price is quoted and unless otherwise provided herein, Thurston shall not be responsible for switching, spotting, handling, storage, demurrage, or any other transportation or accessorial service, nor for any charges incurred therefore, unless such charges are included in the applicable rate from shipping point to destination. The Buyer assumes all risk for any Goods at the time the Buyer takes physical possession of such Goods, and Thurston disclaims all liability with respect to the handling of any Goods by Buyer. Thurston disclaims all liability associated with the Buyer’s presence on Thurston property, including but not limited to if the Buyer is on Thurston property in order to pick up any Goods.
• Limitation of Liability: Notwithstanding anything to the contrary in these Terms and Conditions or elsewhere, Thurston shall not be liable for any indirect, consequential, incidental, special, punitive, exemplary or liquidated damages arising in any way in relation to the Transaction or these Terms and Conditions, whether suffered or incurred by the Buyer or any other third party, and the total aggregate liability of Thurston arising in any way in relation to the Transaction, whether arising in contract, tort, strict liability, warranty or any other theory, shall be limited to the purchase price paid by the Buyer as part of the Transaction.
• Terms of Payment: Net cash within 30 days from date of invoice, progress payment intervals to be defined on estimate, except as otherwise specified in writing.
• Amendment: These Terms and Conditions may not be amended except by written agreement signed by an officer of Thurston and expressly referencing the provisions to be amended.
• Waiver/Severability: Waiver by Thurston of any of these Terms and Conditions shall not constitute a waiver of any other of these Terms and Conditions. If any provision of these Terms and Conditions is held to be void or unenforceable such provision shall be severed here from and the remainder of these Terms and Conditions shall remain operative and binding on the parties.
• Governing Laws: The Transaction and these Terms and Conditions shall be governed by the laws of the Province of Ontario.
• Due to the COVID-19 outbreak: and volatile market the following clause will temporarily apply to new orders. Notwithstanding any applicable terms and conditions to this quote, due to the COVID-19 pandemic, we cannot guarantee price, delivery date or performance during this period. Performance of this quote will be made on a reasonable efforts basis only. As a result, we disclaim, reject, and shall not be responsible for any damages suffered by you in regards to late delivery, price increases or overall performance and specifically reject liquidated damages claimed on any order. (a) Thurston shall not be liable for delays or defaults arising from causes beyond its control, including acts of God, acts of war or actions by any governmental or competent authority, fires, floods, strikes, pandemics, freight embargoes and unusually severe weather. (b)Buyer has no entitlement and Thurston has no liability for: any costs, losses, expenses, damages or the payment of any part of the contract price during an event of force majeure; and any delay costs in any way incurred by the Buyer due to an event of force majeure.