[Jenrey Ltd.]
(“Seller”)
1. GOVERNING TERMS
1.1 These Terms and Conditions (“Terms”) apply to all quotations, sales, equipment, parts, kegs, distribution products, services, field work, engineering, and related transactions supplied by Seller.
1.2 Seller expressly rejects any additional or conflicting terms contained in any purchase order, acknowledgement, or other document issued by Buyer.
1.3 Seller’s acceptance of any purchase order is expressly conditioned on Buyer’s agreement to these Terms.
1.4 No modification shall be binding unless signed by an authorized officer of Seller.
2. GOVERNING LAW & VENUE
2.1 These Terms shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
2.2 For sales into the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
2.3 Any dispute shall be brought exclusively in the courts of Ontario, and Buyer irrevocably attorns to such jurisdiction.
3. QUOTATIONS & ACCEPTANCE
3.1 Quotations are valid for thirty (30) days unless stated otherwise.
3.2 Orders are not binding until accepted in writing by Seller.
3.3 Custom equipment orders are non-cancelable once engineering, procurement, or fabrication begins.
3.4 Seller reserves the right to correct clerical or typographical errors.
4. PRICING & ADJUSTMENTS
4.1 Prices exclude:
- Taxes (HST, GST, PST, state taxes)
- Duties and tariffs
- Brokerage and customs fees
- Freight and insurance
- Installation and commissioning
- Utility connections
- Rigging and site preparation
4.2 Seller may adjust pricing prior to shipment for:
- Material cost increases
- Exchange rate fluctuations exceeding 3%
- Tariffs or new government duties
- Supplier price increases beyond Seller’s control
5. PAYMENT TERMS
5.1 Standard Terms (unless otherwise agreed in writing):
- 50% deposit upon order
- 50% prior to shipment
5.2 Overdue amounts shall accrue interest at the lesser of:
- 2% per month (24% annually), or
- The maximum rate permitted by applicable law.
5.3 Seller may suspend performance, withhold shipment, or terminate the agreement if payment is not received when due and deposits are non-refundable.
6. APPLICATION OF PAYMENTS
6.1 Buyer may direct in writing at the time of payment which specific invoice a payment is to be applied to.
6.2 If Buyer does not provide written direction at the time of payment, Seller shall have sole and absolute discretion to apply such payment to any outstanding invoice, account balance, interest, service charge, or other amount owing.
6.3 Seller’s allocation of payments shall be final and binding.
6.4 Seller may apply payments first toward accrued interest, service charges, collection costs, or any invoices at its discretion.
7. DELIVERY, TITLE & RISK
7.1 Delivery dates are estimates only and are not guaranteed.
7.2 Seller shall not be liable for delays caused by:
- Supply chain disruption
- Material shortages
- Carrier delays
- Buyer-caused delays
- Government restrictions
- Force majeure events
7.3 Risk of loss transfers upon shipment from Seller’s facility unless otherwise agreed in writing.
7.4 Title remains with Seller until full payment is received.
8. SITE RESPONSIBILITY
Buyer is solely responsible for:
- Structural support and floor loading
- Utilities (power stability, steam quality, compressed air, water chemistry)
- Drainage and environmental compliance
- Regulatory permits
- Code compliance
- Adequate access for installation
- Safe working conditions
Seller assumes utilities and site conditions meet industry standards unless otherwise specified in writing.
9. WARRANTY
9.1 Manufactured Equipment
Seller warrants equipment manufactured by Seller to be free from defects in material and workmanship for twelve (12) months from shipment.
9.2 Distributed Equipment
Third-party equipment is subject only to the original manufacturer’s warranty.
9.3 Exclusions
Warranty excludes:
- Wear parts
- Pumps, seals, gaskets
- Sensors and instrumentation
- Electrical components
- Heating elements
- Chains and bearings
- Corrosion due to improper sanitation chemicals
- Freezing damage
- Voltage instability
- Improper installation
- Operation outside design parameters
- Unauthorized modifications
- Normal wear and tear
9.4 Remedy
Seller’s sole obligation is repair or replacement at its discretion.
9.5 WARRANTY DISCLAIMER
THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
10. LIMITATION OF LIABILITY
10.1 Seller shall not be liable for:
- Lost profits
- Loss of production
- Product spoilage
- Recall costs
- Downtime
- Regulatory fines
- Indirect damages
- Consequential damages
- Incidental damages
- Punitive damages
10.2 Seller’s total liability shall not exceed the purchase price of the goods giving rise to the claim.
10.3 Seller shall not be liable for process validation, microbiological performance, or regulatory approval unless specifically contracted in writing.
11. PROCESS & FOOD SAFETY DISCLAIMER
Buyer is solely responsible for:
- HACCP compliance
- Pasteurization validation
- Thermal validation studies
- Regulatory approval
- Food safety verification
- Final product suitability
Seller provides calculations based solely on information provided by Buyer and assumes such information is accurate.
12. SERVICE WORK
12.1 Minimum 4-hour charge.
12.2 Travel time, mileage, airfare, hotels, and per diem billable.
12.3 Emergency rates may apply.
12.4 Seller is not liable for product contamination, loss, or production interruption during service work.
13. FORCE MAJEURE
Seller shall not be liable for failure or delay caused by events beyond its reasonable control, including but not limited to natural disasters, labor disputes, supplier failure, transportation disruptions, war, pandemics, or government actions.
14. INDEMNIFICATION
Buyer agrees to indemnify and hold Seller harmless from claims arising out of:
- Improper operation
- Modification of equipment
- Failure to follow manuals
- Regulatory violations
- Product contamination claims
- Misuse of equipment
15. INTELLECTUAL PROPERTY
All drawings, CAD files, P&IDs, calculations, and engineering designs remain the exclusive property of Seller.
Buyer shall not reproduce, reverse engineer, or distribute without written consent.
16. TERMINATION
Seller may suspend or terminate performance if:
- Buyer fails to pay
- Buyer becomes insolvent
- Buyer breaches any material term
Jenrey Ltd.
13-1150 Northside Road
Burlington, ON, L7M 1W8, Canada
+1-416-845-4640