USA Terms
and Conditions
These
terms and conditions are applicable to any use of this site and any product or
equipment supplied to you (“Buyer”) through this site from Praxair
Distribution, Inc. and/or its affiliates (“Seller”). By using this site and/or placing an order
through this site, Buyer hereby agrees to be bound by all the terms and
conditions of this Agreement, and the Legal Notice and Privacy Statement linked
hereto, as modified from time to time by Seller. Do not use this site or place an order if you
do not wish to be bound hereby.
1.
REVIEW.
Buyer
agrees to review these terms from time to time and prior to placing an order,
that each order will be subject to Seller's prices, terms and conditions at the
time such order is placed, including any deposit and periodic charge for
cylinder or equipment rental, and that Seller may, prospectively, change the
terms and conditions of this Agreement at its sole discretion at any time.
2.
ACCEPTANCE.
Orders
will not be binding on Seller until Seller accepts them. Acceptance may be
based on such considerations as availability, Buyer's confirmation of the
particulars of the order, Buyer's written acceptance of those terms and
conditions, Buyer’s compliance with the terms and conditions of prior on-line
purchases from Seller, or Seller's satisfaction with credit card or other
payment terms. Buyer consents to Seller obtaining credit information to the
extent reasonably necessary for those purposes, and to the disclosure of such
information to the extent reasonably necessary to enforce this Agreement.
3.
PRICES AND PAYMENT.
Buyer
will pay Seller the Prices for product and equipment (including
cylinders and other containers (together, "Items")) supplied
hereunder and any charges and surcharges related
thereto, including those associated with regulatory and environmental
compliance, greenhouse gas emission reductions, and obtaining power and
transportation, whether or not set forth on the site, including any
deposit and periodic payment for cylinder or equipment rental. In addition, Buyer will pay or reimburse
Seller for any sales, property, use, excise or other duty, tax, charge or fee
now or hereafter imposed by reason of any sale, delivery or furnishing of any
Items hereunder. Seller will invoice
Buyer by Seller's standard billing methods. If payment is by credit card,
rather than invoice, Seller will debit Buyer's card upon shipment of ordered
Items, including any deposit and periodic payment for cylinder or equipment
rental, or upon Buyer incurring any other charge, which for purposes of
cylinder or equipment rentals will be monthly; otherwise, terms of payment will
be net ten (10) days following date of invoice. Any deposit will be refunded
upon Seller’s receipt of any covered Item at Seller’s point of shipment for
that Item, but is subject to offset for damage (reasonable wear and tear
excepted) and any other charges due under this Agreement. At Seller's request
and subject to Buyer's ability to do so, Seller and Buyer will utilize Seller’s
website or other electronic data interchange for invoicing and paying of
invoices. If Buyer fails to make timely
payment in accordance with the terms of this Agreement, or its financial
responsibility becomes otherwise impaired, or if Buyer is otherwise in default
of its obligations hereunder, Seller reserves the right, among other remedies,
to refuse all future sales except for receipt of cash with order and/or payment
in full of all outstanding charges, and/or assess and collect from Buyer a
monthly late charge on any delinquent balance equal to the lesser of eighteen
percent (18%) per annum or the maximum charge permitted by law, and/or enter
Buyer’s premises and remove any leased Items or other Seller’s equipment
located thereat with or without notice of legal process, and/or suspend
Seller’s performance under this Agreement and/or terminate this Agreement. If any action is required to collect Buyer’s
delinquent account, recover any leased Items or other Seller’s equipment or
otherwise enforce the terms and conditions of this Agreement, Buyer will pay
Seller all fees and costs of such collection, recovery or enforcement including
reasonable legal fees and expenses.
Buyer represents and warrants to Seller that as of
first delivery of the Items to Buyer, Buyer is not obligated under any other
agreement to purchase any Item exclusively from a different supplier. In the event the foregoing representation and
warranty proves to be false, Buyer will indemnify, and hold harmless Seller from
and against any and all costs, fees (including reasonable legal fees and
expenses), damages, liabilities and claims which Seller may incur in connection
with any claim or claims asserted by any third party as a result thereof.
4. DELIVERY.
Items
will be delivered F.O.B. Seller's point of shipment. Any delivery date set forth in Buyer's
confirmation of the order is Seller's estimate of when Items will be delivered
to a carrier for delivery to Buyer and will not be deemed to represent a fixed
or guaranteed delivery date. Title to and risk of loss of Items will pass to
Buyer upon delivery to such carrier at point of shipment. The delivery of Items
by Seller will constitute Buyer's purchase thereof, and the quantities
delivered will be measured by Seller by the method it regularly uses for the
type of delivery made.
Buyer grants to Seller the right of twenty-four (24) hour access to each
delivery site, and if (a) Buyer fails to grant such access, or (b) Seller is
unable to deliver Item at any time consistent with Seller's delivery schedule or
otherwise in accordance with the terms of this Agreement due to any act or
omission of Buyer, Buyer will pay Seller any applicable delivery charge set
forth in Seller's delivery charge schedule. If Seller is requested by Buyer and
is able to make deliveries during a strike or other concerted acts of workers
affecting Buyer, then such deliveries will be made at Buyer's sole risk and,
notwithstanding anything in this Agreement to the contrary, Buyer hereby
indemnifies and holds harmless Seller from and against all costs (including
legal fees), damages, liabilities or claims arising out of any such deliveries.
In addition, Seller reserves the right to request, in its sole discretion, that
Buyer provide qualified personnel to deliver Items to any delivery site
affected by such strike or concerted acts, and Buyer will provide such
personnel. If, at Buyer’s request,
Seller makes more than one (1) delivery of Items on any day, Buyer will pay
Seller any special expenses incurred.
5.
INSTALLATION AND DELIVERY SITES; CYLINDERS.
Installation
of any Items sold or leased is not included unless specified in Buyer's
confirmation of the order. If
installation is included, and delays at the installation site require Seller to
expend more time than is customarily allotted for such installation, Buyer will
pay Seller at Seller's rates then in effect for such additional time.
Cylinders and/or other containers that are used to deliver Items by Seller
(“Cylinders”) will remain the property of Seller at all times. Risk of loss of
Cylinders shall pass to Buyer upon delivery. Seller will not be responsible for
connecting any Cylinder to Buyer’s product distribution system. Buyer will not
permit the refilling of any Cylinders by any third party with any substance,
whether gas, liquid or solid. Cylinders
will not be loaned to or used by any third party except as Seller may agree in
writing.
Buyer will return all Cylinders to
Seller in a non-contaminated condition with valves closed. Buyer will pay
Seller for any loss or damage to Cylinders beyond normal wear and tear and for
any cleanup of Cylinders returned in a contaminated condition.
Buyer will pay Cylinder rent or fees
specified by Seller. Seller may increase the amount of such rent or fees to its
then current standard rates at any time on thirty (30) days’ prior written
notice. Such charges shall be paid for
each Cylinder until it is returned or, if it is damaged beyond repair or
missing, until Buyer pays for such Cylinder in full at Seller’s then current
published price.
Buyer shall, from time to time, at the
request of Seller, submit an accounting of Cylinders delivered to Buyer which
have not been returned and shall permit Seller to enter its premises to verify
such accounting. By paying the amount
specified for Cylinder rent on the invoices provided to Buyer by Seller, Buyer
shall be deemed to agree that the number of Cylinders specified in such invoice
are in Buyer’s possession as of the close of business on the date specified in
such invoice.
Buyer hereby grants to Seller the
right to enter Buyer’s location and remove any Cylinders which have not been
returned to Seller within thirty (30) days after the termination of this
Agreement, or at any time for non-payment of rent or facility fee, or for
Buyer’s breach of this Agreement, or if Seller, after seeking adequate
assurances from Buyer, reasonably believes that Buyer will not be able to meet
its obligations under the Agreement.
Seller will not be liable for any damages resulting from such removal.
Buyer will promptly remove any liens
and claims against Cylinders due to their location at Buyer Location(s) or
possession by Buyer. Buyer hereby authorizes Seller to file a UCC-1 Financing
Statement in order to reflect Seller’s ownership of Cylinders and will provide Seller
with any assistance necessary to make such filing.
6.
SPECIFICATIONS AND WARRANTIES.
Any
Items supplied hereunder that are manufactured by Seller will meet the
specifications displayed on the relevant order screen or listed in the product
information sheet(s) provided by Seller. Buyer may reject any Item which does
not meet such specifications and no charge will be made for any Item so
rejected. Since Buyer may obtain devices which have the capability of testing
whether Items meet such specifications, no claim of any kind with respect to
the conformance of any Item to the foregoing specifications, whether or not
based on negligence, warranty, strict liability or any other theory of law,
will be greater than the price of the quantity of nonconforming Item in respect
to which such claim is made. The foregoing constitutes Buyer's exclusive remedy
and Seller's sole obligation with respect to any such claim. Seller's liability
for any claim of any kind hereunder, whether or not based on contract, tort (including
negligence), strict liability, warranty, or any other grounds, will not exceed
the purchase price of the Item or the portion of the purchase price
attributable to any part or parts of the Item in respect to which such claim is
made. Without limiting the generality of the foregoing, Seller will have no
liability with respect to Items delivered that are not manufactured by Seller,
the results obtained by use of the Items, whether in terms of product
condition, operating cost, general effectiveness, success or failure, or
regardless of any statement made in any written proposal submitted by Seller.
It is expressly understood that any technical advice furnished by Seller is
given gratis and Seller assumes no obligation or liability for the advice given
or results obtained, all such advice being given and accepted at Buyer's
risk.
Notwithstanding
any other warranty provision otherwise contained in the Agreement, with respect
to any Items delivered that are not manufactured by Seller, the applicable manufacturer’s
warranty shall apply.
THERE
ARE NO EXPRESS WARRANTIES BY SELLER OTHER THAN THOSE SPECIFIED IN THIS ARTICLE
6. NO WARRANTIES BY SELLER (OTHER THAN WARRANTY OF TITLE AS PROVIDED IN THE
UNIFORM COMMERCIAL CODE) WILL BE IMPLIED OR OTHERWISE CREATED UNDER THE UNIFORM
COMMERCIAL CODE INCLUDING WITHOUT LIMITATION WARRANTY OF MERCHANTABILITY AND
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
7.
PRICE CHANGES.
Seller
will have the right to adjust any periodic service or rental charges by giving
Buyer not less than fifteen (15) days prior notice of the effective date of
such adjustment. Posting of generally applicable price changes on Seller’s web
site or e-mailing notification to any address with which Buyer has registered
for on-line transactions will be deemed properly given notice.
8.
CONTINGENCIES.
Neither
party hereto will be liable to the other for default or delay in the
performance of any of its obligations hereunder (except any obligation to make
payments when due) due to act of God, accident, fire, flood, storm, riot, war,
act of terrorism, sabotage, explosion, strike, concerted acts of workers,
national defense requirements, governmental law, ordinance, rule or regulation,
whether valid or invalid, extraordinary failure of equipment or apparatus,
inability to obtain electricity or other type of energy, feedstock, raw or
finished material from normal sources of supply, labor, equipment or
transportation, or any similar or different contingency beyond its reasonable
control which would make performance commercially impracticable whether or not
the contingency is of the same class as those enumerated above, it being
expressly agreed that such enumeration is non-exclusive; provided, however,
that neither business downturn nor economic conditions will qualify as a
contingency within the meaning of this Article. In the event any such
contingency affects only a part of Seller's capability to produce and/or
deliver any Item, Seller will allocate production and/or deliveries among the
requirements of all its customers and Seller's own requirements in a fair and
reasonable manner. Buyer will pay or reimburse Seller for any additional costs
incurred relating to the delivery of any Item to Buyer during a contingency.
9.
HEALTH, SAFETY AND LIABILITY.
Buyer
acknowledges that there are hazards associated with Items supplied, including,
without limitation, the storage, use and handling thereof, and Buyer agrees
that it and its agents or personnel if any, concerned with Items are at least
21 years of age and are qualified, trained and aware of such hazards. Buyer
assumes all responsibility for the suitability and the results of using Items
alone or in combination with other equipment, articles or substances and in any
manufacturing, medical, or other process or procedures. Buyer will notify
Seller of any hazards and safety procedures at Buyer's delivery sites and of
any anticipated construction, renovation, or change in operations in the area
of any delivery site so that any hazards associated with same can be minimized.
Buyer will warn and protect its employees, contractors and others exposed to
the hazards posed by Buyer's storage, use and handling of Items. Seller will
provide documents to Buyer containing Seller's safety and health information
pertaining to any Items supplied hereunder, including Seller's Material Safety
Data Sheet(s), and Buyer will incorporate such information into Buyer's safety
program. Buyer hereby waives any right of subrogation that Buyer, any insurer
of Buyer or any third party making a claim through Buyer, may have under this
Agreement. Seller will not be liable to Buyer for any incidental,
consequential, indirect, special or exemplary damages (including lost profits,
sales or other similar damages) arising in connection with this Agreement
without regard to the nature of the claim or the underlying theory or cause of
action (whether in contract, tort, strict liability, equity or any other theory
of law) on which such damages are based. Each party will indemnify
and hold harmless the other party from and against any and all costs, fees
(including reasonable legal fees and expenses), damages, liabilities and claims
arising from the injury, illness or death of the indemnifying party's employees
in any way related to any activities performed in connection with or Items
supplied by Seller under this Agreement, whether or not such injury, illness,
or death is claimed to have been caused by, resulted from, or was in any way
connected with the negligence of the party to be indemnified.
10.
CONFIDENTIALITY.
All
order terms, specifications, operating data, drawings, designs, pricing, costs
and other confidential information furnished by Seller to the Buyer in
connection with this Agreement are the proprietary and confidential information
of Seller. Such information is considered valuable trade secrets of Seller and
Buyer will hold all such information in confidence. Any unlawful disclosure of
such information may result in significant damages to Seller.
11.
ASSIGNMENT.
Any
assignment of this Agreement by either party without the prior written consent
of the other party, which consent will not be unreasonably delayed or withheld,
will be void; provided, however, that Seller will have the right without
Buyer's consent to assign this Agreement in whole or in part to any affiliate
of Seller, or any party obtaining all or substantially all of the business
assets of Seller related to the production, storage or distribution of any
Items. If Buyer sells or otherwise
transfers or conveys all or substantially all of the assets relating to the
operations at Buyer’s location, Buyer will, as a condition precedent to the
closing of such sale, transfer or conveyance, require the purchaser or
transferee to assume all of the rights and obligations of Buyer under this
Agreement. This Agreement will inure to
the benefit of, and be binding upon, the respective heirs, representatives,
successors, including any by way of merger or consolidation, and permitted
assigns of the parties
12.
NOTICES.
All
notices, unless otherwise provided herein, will be in writing and deemed given
on the date the notice is hand delivered, or mailed or on the first business
day following the date electronically transmitted to the receiving party at
such party's designated address. Via
13.
DISPUTE RESOLUTION.
In
the event that a party to this Agreement has reasonable grounds to believe that
the other party hereto has failed to fulfill any obligation hereunder, or that
its expectation of receiving due performance under this Agreement may be
impaired, such party will promptly notify the other party in writing of the
substance of its belief. The party receiving such notice must respond in
writing within thirty (30) days of receipt of such notice and either provide
evidence of cure of the condition specified, or provide an explanation of why
it believes that its performance is in accordance with the terms of this
Agreement, and also specify three (3) dates, all of which must be within thirty
(30) days from the date of its response, for a meeting to resolve the dispute.
The claiming party will then select one (1) of the three (3) dates, and a
dispute resolution meeting will be held. If the parties cannot, in good faith
discussions, resolve their dispute, they will be free to pursue all remedies
allowed under the law without prejudice.
14. Applicable
Laws. This site is
operated by Seller from within the
15. GENERAL.
This
Agreement is limited strictly to the on-line purchases identified herein and
does not supersede or amend any prior agreement or agreements between Buyer and
Seller covering the supply of products to Buyer's sites. By using this site,
Buyer agrees to be bound by all the terms and conditions of this Agreement, and
the Legal Notice and Privacy Statement linked hereto as modified from time to
time by Seller; should the site user not agree, do not use this site. There are
no other promises, representations or warranties affecting this Agreement, and
any other or different terms or conditions in any purchase orders or other
documents issued or accepted hereunder will be deemed null and void. No
modification or waiver of this Agreement will bind Seller unless expressly set
forth in writing and signed and accepted by an authorized representative of
Seller. A waiver of any of the terms and conditions hereof will not be deemed a
continuing waiver, but will apply solely to the instance to which the waiver is
directed. The provisions of this Agreement are severable and if any one or more
such provisions shall be determined to be invalid, illegal or unenforceable, in
whole or in part, the validity, legality and enforceability of any of the
remaining provisions or portions thereof shall not in any way be affected
thereby. Any headings contained in this Agreement are used only as a matter of
convenience and reference, and are in no way intended to define, limit, expand
or describe the scope of this Agreement. Buyer’s obligations under Section 3,
5, 6, 9, 10, 14 and 15 will survive the termination of this Agreement.
Copyright
© 2017 Praxair Technology, Inc. All rights reserved. Praxair, Inc.,
CANADA TERMS OF PRODUCT SUPPLY AND SERVICE AGREEMENT
Forming part
of the Product Supply and Service Agreement Between Praxair Canada Inc.
(“Praxair”) and the Customer.
Agreement – These terms
of the Product Supply and Service Agreement are in addition to other
written agreement(s) which may exist between the Customer and Praxair
(collectively, the “PSS Agreement”) for purchase by the Customer of gas in
gaseous or liquid form (“Gas”), dry ice and/or welding consumables
(“Consumables”), and/or lease of cylinders (collectively, a “Product”). If there is any ambiguity in interpreting
these terms or any prior applicable agreement(s), the terms of the PSS
Agreement shall govern unless the other agreement is explicitly stated to be in
priority to these terms.
Purchase of
Products – Praxair agrees to sell and the Customer agrees to buy the Products
described on the face of the delivery ticket, at the prices set out in the PSS
Agreement or all of its present and future requirements on the face of the
delivery ticket. Within seven days of receipt, depending upon the Product,
(Statutory provisions may limit the return of some products e.g. Medical) the
Customer may return for credit a stock item that is unused and in its original
packaging, but the credit shall be reduced by a restocking charge of 20%.
Customer represents and warrants to Praxair that Customer will not be obligated
under the terms of any other contract to purchase Product. In the event the
foregoing representation and warranty proves to be false. Customer hereby agrees to indemnify and hold
harmless Praxair from and against all costs, damages or liabilities which
Praxair may incur in connection with any claim or claims asserted by any third
party as a result thereof.
In addition to
the amounts payable hereunder, Customer shall pay, when due, all municipal and
other governmental taxes, excises, assessments; Hazmat; Delivery; and/or other
charges including without limitation
those associated with regulatory and environmental compliance, greenhouse gas emission
reductions, and obtaining power and transportation, whether or not set forth in
the PSS Agreement, and any surcharges which Praxair may have in place during a
particular time (except taxes on or measured by income of Praxair) that may be
required to be paid with respect to the production, sale or transportation of
any materials delivered hereunder or with respect to the facility whether the
same be payable or billed or assessed to Customer or Praxair, together with any
penalties or interest in connection therewith (except where the law otherwise
provides).
Leased or
Owned Cylinders – If the Customer owns a Cylinder, prior to Praxair’s
first filling and at Praxair’s request any time thereafter, Customer shall
provide Praxair with proof of ownership. The Customer shall ensure that all the
Customer’s cylinders delivered to Praxair for filling shall be clean and in
good repair. Praxair may refuse to fill any cylinder owned by the Customer. If
the Customer leases Cylinders from Praxair, the following provisions apply:
Lease:
Subject to the terms of the PSS Agreement, Praxair agrees to lease the
cylinders (the “Cylinders”) to the Customer for the term and lease payments set
out in the PSS Agreement. The Customer agrees to pay the associated lease
payments for the leasing of the Cylinders. The Customer acknowledges that
Praxair owns the Cylinders and the Customer has no ownership interest in the
Cylinders. If the Customer breaches any provision of the PSS Agreement, Praxair
may terminate the lease of the Cylinders and demand their immediate return.
Use and Care: Upon receipt of the Cylinders and until their
return to Praxair, the Customer shall be responsible for the Cylinders. Without
limitation, the Customer shall ensure that Cylinders are not damaged by arc
burns, that the surface of Cylinders remain free from oil, and that the valves
are not damaged. The Customer shall not permit any person other than Praxair or
its authorized agent to fill the Cylinders. The Customer shall not loan or
transfer the Cylinders to any person. If a Cylinder becomes lost or damaged,
the Customer shall notify Praxair forthwith and shall pay on demand the cost of
replacing or repairing the Cylinder.
Lease
Extension: If the Customer fails to return
a Cylinder at the end of the term or any renewal term, Praxair may (but shall
not be required to) extend the lease term for the Cylinder for a period equal
to the original term or one year (at Praxair’s option) and may bill the
Customer’s credit card forthwith following such extension.
Payment – Unless the
PSS Agreement provides otherwise, payment in full is due upon demand at any
time following delivery of the Products to the Customer. Payments from the
Customer shall be applied to charges in the following order: interest charges,
service charges, and charges for product purchases, from earliest to most
recent.
Late Payment – The Customer
shall pay interest at the rate of 1.5% per month (18% per annum) on any
outstanding balance for each day which is late. If an account remains outstanding
for 30 days beyond the due date, Praxair may bill the Customer’s credit card.
If a cheque of the Customer is returned unpaid by the bank for any reason, a
$25 service charge will be added to the Customer’s account.
Remedies for
Default – If the PSS Agreement expires or
the Customer fails to remit any payment when due, fails to perform any
obligations or breaches a covenant given to Praxair, whether contained herein
or otherwise, is subject to a proceeding in bankruptcy, receivership (including
court appointment and privately appointed receivers), insolvency,
reorganization, or winding up, becomes the subject of an execution or any
process of any court or distress or analogous process, makes a general
assignment for the benefit of the Customer’s creditors, makes or attempts to
make any bulk sale without complying with the provisions of the relevant
statute respecting such sales in the jurisdiction in which the Customer is
situate, or ceases to carry on business as a going concern, then all amounts
due to Praxair shall become immediately due and payable without notice to the
Customer and Praxair may take immediate possession of the Cylinders without
demand or other notice and without legal process and without limiting the
generality of the foregoing, may collect all debts, accounts, monies and choses
in action which may be due or owing to or owned by the Customer respecting the
Cylinders or otherwise. For the purpose of removal of the Cylinders, Praxair
may enter the premises of the Customer and proceed to remove the Cylinders
without notice, without judicial process and without being considered guilty of
trespass or becoming liable or responsible for any injury to persons or damage
to property, and the Customer hereby releases Praxair from any claims incurred
as a result of such removal. The Customer agrees to pay for all legal costs for
recovery of debts, on a solicitor and client basis.
Liability and
Indemnity – The Customer agrees to release, indemnify and hold harmless Praxair
and its affiliates from and against any and all claims and demands of any
nature whatsoever, for loss or damage to property or injury to persons,
including death resulting therefrom, at any time caused directly or indirectly
by, or through the presence or use of any goods, Products or Cylinders, except
any such loss, or damage resulting from the negligence of Praxair, its
employees or agents. No claim of the Customer of any kind arising from the PSS
Agreement whether or not based on negligence, breach of warranty or condition
shall exceed the price paid for Product delivered in the twelve months
preceding such claim. Neither party shall be liable to the other for any
special, indirect or consequential damages, however caused. Except as provided
in the PSS Agreement, no representations, conditions or warranties, express or
implied, statutory or otherwise, shall apply with respect to the lease,
purchase or sale of goods or Products, without limitation, any representation,
condition or warranty as to merchantability, quality or fitness of products for
a particular purpose.
Specifications
– If the purity of the Gas hereunder does not meet the specifications as
per this Agreement, or in the absence of any such specifications, does not meet
the standards as published by the Compressed Gas Association, the Gas may be
rejected by the Customer. Praxair shall
not be liable to Customer for any claim or loss whatsoever by reason of the Gas
or Product not conforming to the said specifications including, without
limitation, liability for any special, indirect or consequential damages. The foregoing constitutes Customer’s
exclusive remedy and Praxair’s sole obligation with respect to any such claim.
Praxair shall not be liable to Customer for any claim or loss whatsoever by
reason of the delivery of any Gas or Product not conforming to the said
specifications including, without limitation, liability for any special,
indirect or consequential damages.
Advice Given - It is
expressly understood that any advice furnished by Praxair with respect to the
Gas, the Consumables and/or Products is given gratis and Praxair assumes no
obligation or liability for the advice given or results obtained, all such
advice being given and accepted at Customer’s risk.
Manufacturer’s
Warranty – Notwithstanding any other warranty provision, in relation to any items
or equipment covered by the PSS Agreement which is not manufactured by Praxair,
Praxair shall provide reasonable assistance to Customer in obtaining the
benefit for Customer of any applicable manufacturer’s warranty. No claim of any kind with respect to any item
or equipment and/or Consumables covered by the PSS Agreement and/or delivered hereunder, whether based on
contract, negligence, warranty to the Consumables, strict liability or
otherwise, shall be greater than the price paid for the Product and/or
Consumable(s) in respect to which such claim is made.
Hazards and
Safety - The Customer acknowledges that there are hazards associated with the
Product. Customer assumes the responsibility
for warning its employees, agents and independent contractors of all hazards of
which it is or may become aware or which are or may in future be disclosed in
the SDS to persons in any way connected with the Product and/or Consumable(s).
Praxair shall provide to the Customer a Safety Data Sheet ("SDS") for
each Product and/or Consumables as required by law.
Other
Provisions – The PSS Agreement is governed by the laws of the
province in which the sales office from which Praxair sells Products to the Customer
is located. Any provision of the PSS Agreement prohibited by any of the
applicable laws, by-laws or regulations of any municipality, province or
federal government shall be ineffective to the extent of such prohibition
without invalidating the remaining provisions of the PSS Agreement. The PSS
agreement is subject to delays and non-delivery caused by strikes, riots, wars,
fires, acts of God, accidents, government orders or regulations, curtailment of
or failure in obtaining suitable raw materials and other similar or different
contingencies beyond the reasonable control of either party.
Confidentiality
–
The PSS Agreement, including the Rider(s) and any addendum hereto, and all
drawings, diagrams, specifications, operating data, pricing and costs and other
materials furnished by Praxair and the information therein which contain trade
secrets and other confidential information are proprietary to Praxair. The
Customer may not reproduce or distribute such materials except to governmental
agencies for the purpose of obtaining permits.
Unless otherwise agreed to by the parties, the receiving party will keep
all such information confidential for a period which will expire five (5) years
after the termination date of the PSS Agreement.
Assignment -The PSS Agreement
shall enure to the benefit of, and shall be binding
upon, the successors and assignees of the respective parties hereto.
SAFETY BULLETIN
The best way to transport Cylinders is in an open truck.
Praxair delivers Cylinders – Please enquire about our delivery rates.
Transporting Cylinders in cars or vans may be hazardous – Avoid if
possible.
If it is necessary to transport Cylinders in your car or van, ensure
that:
Cylinders are firmly secured;
Maximum ventilation is maintained in the area where Cylinder is stored
(e.g., by keeping windows or storage compartments open); and
No unsecured items are stored beside Cylinders.
Read the
product label to ensure that you have the proper product and have identified
the potential hazards and precautions to be taken.
Praxair has
prepared a brochure summarizing the precautions and safe practices that should
be used when handling Cylinder gases – ask for a free copy.