Terms and Conditions of Sale

Insight Analytical General Terms and Conditions of Sale

The following terms and conditions of sale shall apply to any sale of goods and services by INSIGHT ANALYTICAL (“Insight”, “we”, “us” or “our”). All transactions between buyer and Insight Analytical are subject to these terms and conditions, which shall take precedence over the terms and conditions contained in buyer’s order or in any other form issued by buyer, whether or not such form has been acknowledged or accepted by Insight Analytical. Buyer shall be deemed to have full knowledge of these terms and conditions and they shall be binding upon buyer if either the goods referred to herein are delivered to and accepted by buyer, or if buyer does not within five (5) days from the date hereof deliver to Insight Analytical written objection to these terms and conditions or any part thereof. No waiver, alteration or modification of these terms and conditions shall be binding upon Insight Analytical unless made in writing and signed by a duly authorized representative of Insight Analytical.

1. Quotations and Order Confirmation

Insight Analytical quotations are submitted without commitment, unless otherwise stated in writing in the quotation. Our quotations shall be null and void unless accepted by buyer within thirty (30) days from the date of quotation, unless otherwise stated in the quotation.
An acceptance and official confirmation of buyer’s order (in the form of Insight’s issued sales order) shall constitute the complete agreement, subject to the terms and conditions of sale set forth herein, and shall supersede all previous quotations, orders or agreements.
Prices are in Canadian Dollars (CAD) and are exclusive of all duties, costs (including costs of packing and transportation) and taxes of any kind, unless otherwise stated or agreed upon in writing by Insight. Buyer will pay all such duties, costs and taxes and will indemnify and hold Insight harmless for any liability that may arise in connection thereto.
Documents forming part of our quotation such as illustrations, drawings, indications of weight and dimensions are approximate unless they are expressly defined as being binding upon us in the order confirmation.

2. Prices / Payment

Unless otherwise agreed in writing, our prices are understood to be on a net basis, ex works (EXW, latest Incoterms® rules in effect at the time of delivery). Any and all additional charges, such as but not limited to freight charges, special packing requirements, insurance charges, fees for export, transit, import and other permits, shall be borne by buyer.
Unless otherwise agreed upon in writing, our invoices are payable net cash within thirty (30) days of the date of invoice (after approved credit application by Insight). Progress payments and any pre-payments, when arranged and agreed upon, shall be payable within thirty (30) days of the date of invoice.

For orders in excess of $100,000.00 the following payment schedule applies unless otherwise agreed in writing:

20% on transmittal of approval drawings
50% on receipt of major materials
25% on shipping or two (2) weeks after Insight demonstrates readiness to ship
5% on transmittal of final documentation

Payment by bank transfer shall be deemed to have been made on the date upon which the amount paid is credited to our bank account.
Buyer shall pay all amounts when due, in full, without any deduction or withholding except as required by law, and shall not be entitled to assert any credit, setoff, deduction or counterclaim against Insight in order to justify withholding payment of any such amount in whole or in part. Without limiting any other rights or remedies that may be available to us, we may set off any amount owing to us by buyer against any amount payable by us to buyer.
Overdue accounts are subject to interest charges at the rate of eighteen percent (18%) per annum, but in no event shall such rate exceed the maximum rate permitted by law. Buyer is liable for all costs and expenses (including legal fees) that we may incur for collection of overdue accounts and damages suffered with respect thereto. In the event of legal proceedings, all court and other costs may be added to the principal owing, and interest may be compounded until date of judgment at the statutory rate.
If, in our sole discretion, we believe buyer’s ability to meet its payment obligations may become impaired or threatened, or if buyer fails to comply with payment terms, we may require advance payment and/or may suspend delivery or cancel any existing order or remaining balance thereof, without prejudice to any of our other rights and recourses. In the event of the cancellation of an order, all outstanding debts of buyer will become due with immediate effect.
We may apply any payment we receive from buyer against any obligation owing to us by buyer, regardless of any statements appearing thereon or with respect thereto, which will not discharge buyer from any amounts buyer owes.

3. Title / Security Interest

If any part of the purchase price for the goods is to be paid at any future time or is to be paid in instalments, Insight shall retain ownership right and title in and over the goods and the buyer hereby grants Insight a security interest in the goods, until such time as full payment of the goods has been made by buyer and until buyer has performed all other obligations owing to Insight.
Buyer agrees to do all things and to execute and deliver any and all documents necessary, in Insight’s sole discretion, for the creation, preservation, enforcement and protection of such security interest over the goods.
In the event of non-payment by buyer of any part of the purchase price or non-payment of any instalment due to Insight, Insight shall have all rights and remedies under the applicable personal property security legislation, including, without limitation, the right to enter upon the premises of buyer to repossess and remove the goods without notice, wherever they are situated and by whatever means Insight may deem appropriate.
In the event of retention of title or security interest in and over the goods, and if such goods are assembled with or integrated into parts over which Insight has no right or title, Insight will acquire joint ownership over the new product in proportion to the value of the goods and its right to retention or rights as secured party will extend to such new product.
As long as buyer complies with payment terms, buyer is entitled to collect all amounts owing to it, and use such amounts to fulfill its payment obligations toward Insight. All moneys collected or received by buyer in respect of such claims shall be received as trustee for Insight, and shall be forthwith paid over to Insight in fulfilment of its payment obligations towards Insight. Buyer is entitled to collect such amounts until notice to the contrary, subsequent to which Insight may collect all amounts due directly. Any expenses, including legal fees, incurred by Insight in collecting same may be added to the indebtedness of the buyer.
Buyer shall inform Insight without delay of any seizure, notice, proceeding, action, claim or other occurrence that may adversely affect Insight’s right, title or ability to enforce its rights or its security interest hereunder.

4. Delivery and Title

Delivery will be deemed complete and all risk of loss, destruction and damage to goods will pass to buyer upon delivery of goods to buyer's carrier at Insight’s warehouse. Buyer is solely and entirely responsible for all transportation and insurance costs and risks associated with the transport of the goods, including loading of goods onto the carrier. In the event of any loss, destruction or damage, buyer’s claim shall be against the carrier only and any such loss, destruction or damage shall not relieve buyer of its obligations under this agreement. Buyer shall reimburse Insight for any transportation costs prepaid by Insight at buyer's request, including handling and processing fees associated with the transportation costs (prepay-and-add).
Insight shall package goods according to normal industry standards and does not guarantee that any special care or materials will be used. Such special care or materials may be used if so requested by buyer, which request Insight may accept or refuse at its sole discretion, and in which case any additional costs arising therefrom shall be borne by buyer.
In no event shall Insight be deemed to assume any liability in connection with the shipment of goods. In no case shall the carrier be deemed as Insight’s agent, notwithstanding Insight’s prepayment of transportation costs, and buyer undertakes to fulfill all obligations to the carrier, financial or otherwise, in relation to the acceptance and transport of goods. Buyer shall indemnify, defend and hold Insight harmless in the event any claim, action, proceeding, charge, damage or expense is brought against Insight by any carrier.
Buyer shall, at its own cost and expense, keep all goods fully insured against loss or damage until all sums owing to Insight have been fully paid, with each insurance policy issued naming Insight as an insured with loss payable to Insight. Buyer will assign and deliver such insurance policy to Insight as security.
Buyer shall take delivery of goods as stated in the applicable purchase order and order acknowledgement. It is acknowledged and understood that if the purchase order and/or the order acknowledgement contain an estimated delivery date, it will be necessary for buyer and Insight to confer and agree on a specific delivery date. Insight will be deemed to have met its delivery responsibilities if, on or before the delivery date, Insight has sent a notice to buyer informing it that the goods are ready for shipment.
Buyer acknowledges that time of delivery is not of the essence, that any delivery dates indicated by Insight are estimates only, and that Insight is not liable for delays in delivery or for failure to perform due to causes beyond Insight’s reasonable control. In the event of such delay, Insight shall use reasonable efforts to extend the date of delivery for a period equal to the time lost. If delay is due to force majeure, Insight may, at its option, extend delivery time or cancel the order in whole or in part. Delay in delivery of one order shall not entitle buyer to cancel another order. In no event shall Insight be liable for any incidental, special or consequential damages or any loss of profit resulting from failure or delay in delivery, even if it has been advised as to the possibility of same.
In the event that delivery is delayed due to fault of buyer, for any reason, including without limitation (i) not providing Insight with necessary information or documentation, (ii) not fulfilling payment obligations, or (iii) not accepting Insight’s delivery, Insight may, in its sole discretion, extend the date of delivery or cancel the order, in which case buyer will not be released of its obligations and will remain liable for all costs incurred due to such delay, including but not limited to storage and penalty costs as outlined in the quotation and/or order acknowledgements.
Insight reserves the right to make partial shipments and to submit invoices for partial shipments.

5. Inspection and Acceptance

Buyer shall perform whatever inspection or tests buyer deems necessary as promptly as possible, but no later than five (5) days following delivery. If buyer has not provided Insight with written notice of any defects in the goods delivered within that time period, buyer will be deemed to have irrevocably accepted the goods in their condition received.
The foregoing shall also apply to all data, information and documentation Insight may send to buyer either with the goods or from time to time, such as without limitation any plans, certificates, part lists and bills of quantity.
Any discrepancy in quantity of goods ordered and delivered must be reported to Insight within five (5) days of receipt of the goods.

6. Changes and Cancellation

Orders accepted by Insight are not subject to changes or cancellation by buyer except with Insight’s prior written consent. In such cases where Insight authorizes changes or cancellation, Insight may assess and buyer agrees that Insight may charge buyer a change order or cancellation fee as per the amounts provided below, of the total purchase price, together with Insight’s reasonable costs based upon expenses already incurred and commitments made by Insight, including without limitation material or goods ordered, usual overhead and reasonable profit, and cancellation charges from Insight suppliers.

If a purchase order is canceled prior to completion of work, the following cancellation charges will apply:

After receipt of purchase order: Ten percent (10%)
After receipt of approval drawings: Twenty percent (20%)
After returned/signed approval drawings: Thirty percent (30%)
After notification of completion or FAT: Seventy-five percent (75%)
After shipment of goods: Ninety percent (90%)

7. Returned Goods

No goods may be returned to Insight without its prior written permission. Insight reserves the right to decline all returns or to accept them subject to a handling/restocking charge of up to ninety percent (90%) of the total purchase price. Even after Insight has authorized the return of goods for credit, Insight reserves the right to adjust the amount of any credit given to buyer on return of the goods based on the condition of the goods on arrival in Insight’s warehouse. Credit for returned goods will be issued to buyer only where such goods are returned by buyer and not by any subsequent owner of the goods. Goods will be considered for return only if they are in their original condition and packaging.

8. Limited Warranty and Limitation of Liability

The warranty period applicable to goods and systems manufactured by Insight (“Warranty Period”) shall end twelve (12) months from date of installation or eighteen (18) months from date of shipment, whichever occurs first.
The warranty period applicable to goods and products represented by Insight (“Represented Product Warranty Period”) shall end as per the manufacturer’s terms and conditions.
During the Warranty Period, Insight warrants that goods and systems manufactured by Insight subjected to normal use and service will be free from defects in materials and workmanship and will substantially conform to any quality or performance specifications that have been acknowledged and agreed to in writing by Insight.

In the event of any breach of the warranty set out for the Warranty Period of products or systems manufactured by Insight above, Insight shall, at its sole option and subject to the terms of this warranty, either repair or replace the defective goods. In addition, instead of repairing or replacing the goods, Insight may, at its option, take back the defective goods and refund in full settlement the purchase price paid by buyer for the goods.

Insight’s obligation under this warranty does not include the cost of furnishing any labour in connection with the removal of defective goods or the installation of repaired or replaced goods or parts thereof; nor does it include the responsibility for or cost of transportation.
The warranty set out above does not cover any defect, damage or condition resulting from, caused by, relating to or arising out of, directly or indirectly:
1. failure to assemble, install or use the goods other than in strict conformity with instructions provided by Insight;
2. dismantling, re-assembly, modification, alteration, repair or testing of the goods by anyone other than Insight or its authorized service providers;
3. the use of parts, components or accessories that have not been provided by Insight;
4. improper maintenance of or failure to maintain the goods in accordance with Insight’s instructions;
5. defect, breakdown or malfunction of other devices, parts, components, materials or services used in connection with the goods that are manufactured by anyone other than Insight;
6. damage or destruction of the goods by external influences, including without limitation accident, vandalism, fire, flooding, explosions, power outages, electromagnetic disturbances, lightning, extreme weather conditions and force of elements;
7. incorrect storage or inappropriate transport of the goods by anyone other than Insight or its authorized sellers before installation;
8. normal wear and tear.
Insight shall not be liable under this warranty for statements, claims, warranties or representations made relating to the goods by anyone other than Insight or its principals’ product warranty statements set out in its written product descriptions and specifications.
Insight makes no warranty as to and shall not be liable for the truth or accuracy of product descriptions or specifications issued by suppliers of materials, parts or components used in the manufacture of the goods.
Authorized repairs to goods during the Warranty Period will not interrupt or prolong the Warranty Period.
Insight’s obligation under this warranty is limited to the repair or replacement of the defective goods, at its option, F.O.B. point of shipment, provided that prompt notice of any defect is given by buyer within the Warranty Period and that upon buyer’s return of the defective part to Insight or, if designated by Insight, to its authorized representative or the manufacturer, properly packed and with transportation charges prepaid by buyer, an inspection thereof reveals to Insight’s satisfaction that buyer’s claim is valid under the terms of this warranty. Buyer shall assume all responsibility and expense for dismantling, removal, re-installation and freight in connection with the foregoing.
To the extent permitted by applicable law, this warranty is expressly intended to exclude all other express or implied warranties, including without limitation any warranty of merchantability or fitness for a particular purpose. THE PROVISIONS OF THIS WARRANTY CONSTITUTE BUYER’S SOLE REMEDY WITH RESPECT TO DEFECTIVE GOODS. Except as otherwise expressly provided in this warranty, Insight makes no representation, warranty or condition of any kind, whether by statute, usage, custom of trade or otherwise with respect to any goods, and disclaims any and all implied warranties and conditions relating thereto, including but not limited to any warranty or condition of merchantability or fitness for a particular purpose.
INSIGHT AND ITS AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES AND AUTHORIZED REPRESENTATIVES SHALL NOT BE LIABLE, AND BUYER WAIVES ALL CLAIMS AGAINST ANY AND ALL OF THEM, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR COMMERCIAL LOSSES WHATSOEVER. Insight and its affiliates, shareholders, officers, directors, employees and authorized representatives will not under any circumstances be liable, and buyer waives all claims against any and all of them, for any loss, damage or injury to person, including death, or property. In no event will Insight have any liability to any person relating to the goods that exceeds the purchase price of the specific goods as to which a claim is made.

9. Compliance

Buyer will comply with all applicable and current import and export rules and regulations of the countries from which the goods originate, transit and arrive and shall take all steps to keep itself advised of any changes to all such rules and regulations. Insight shall not be responsible to notify buyer of any changes to any such rules and regulations which may affect the transport of goods. Buyer shall be responsible to procure and furnish any and all documentation, permits, approvals and/or licenses required for the international transit of the goods.
Insight does not guarantee compliance with any federal, provincial or municipal fire, building, health or other safety codes. Buyer shall satisfy itself that the goods comply with any regulations as to safety, packaging, marking and related requirements.

10. Confidentiality

We reserve proprietary rights and intellectual property rights with respect to illustrations, drawings, calculations and other documents prepared by or for us which are declared to be “confidential”. Buyer shall keep confidential any information and document that Insight has indicated to be of a confidential nature and will not directly or indirectly disclose such to any third party or use it for its own benefit and shall not cause nor permit disclosure thereof in any form without Insight’s prior written consent. Buyer agrees to use reasonable care and its best efforts to protect such confidential information.

11. Force Majeure

Insight shall not be responsible or liable for any delay or failure to perform its obligations arising from causes beyond Insight’s reasonable control, including without limitation acts of God, war, invasion, insurrection, riot, the order of any civil or military authority, fire, flood, weather, acts of the elements, delays in transportation, unavailability of equipment or materials, breakdown, sabotage, lock-outs, strikes or labour disputes, or the failure of suppliers to meet their delivery promises. The acceptance of delivery of the goods by buyer shall constitute a waiver of all claims for loss or damage due to any delay whatsoever.

12. Non-Waiver

No failure on Insight’s part to strictly enforce any of these terms and conditions or any of its rights shall be construed as a waiver of such term, condition or right and Insight’s acceptance of an order shall not be deemed an acceptance of any terms and conditions that may be contained therein.

13. Severability

In the event that any provision of these terms and conditions or any part thereof should be held to be invalid, illegal or unenforceable, the remainder of these terms and conditions shall remain valid and enforceable.

14. Applicable Law and Jurisdiction

These terms and conditions are governed by the laws of the Province of Alberta and the federal laws applicable therein, save and except to the extent that local provincial laws governing security interests and rights of repossession may apply to goods delivered outside of Alberta. Any dispute with respect thereto shall be submitted to the courts in the judicial district of Calgary, Province of Alberta, and the parties submit to the jurisdiction of the courts in that judicial district as the exclusive venue for the adjudication of any and all disputes hereunder and waive any claim of forum non conveniens. If any dispute falls under the jurisdiction of the Federal Court of Canada, then the parties agree to submit the dispute to the exclusive jurisdiction of the Federal Court sitting in the judicial district of Calgary, Province of Alberta. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

15. Notices

All notices hereunder must be given to Insight in writing at its principal place of business for receipt within the time specified herein.

16. Language

Buyer hereby agrees that all terms, forms, contracts and other kinds of agreements and documents exchanged or entered into between the buyer and Insight shall be in the English language only. Les parties aux présentes conviennent expressément que cette convention ainsi que tous les avis et documents s’y rattachant soient rédigés en anglais.