CONDITIONS OF SALE

1. Terms and Conditions. These terms and conditions of sale (hereinafter referred to as the “Terms”) govern the sale of Products from Schluter Systems (Canada) Inc. (“Schluter”) to Customer where such products are to be used within Canada. “Products” is defined to mean the products identified on the order confirmation or invoice, whichever is issued later by Schluter to Customer; and “Customer” is defined to mean the purchasing entity identified on such documents. The Terms herein, the terms and conditions contained on any order confirmation and/or invoice, and the terms and conditions contained in any applicable Credit Application, and/or supply agreement between Schluter and Customer, if any, represent the final and complete agreement of Schluter and Customer as to the sale and purchase of Products (the “Agreement”). In the event of any conflicting terms or conditions in the Agreement, the supply agreement, if any, shall be deemed to control; in the absence of a supply agreement, the order confirmation shall be deemed to control. Any and all different or additional terms than those contained in the Agreement are rejected unless expressly accepted in writing by an authorized representative of Schluter.

2. Price and Payment. Payment terms are net thirty (30) days from invoice date. No payments shall be subject to any setoffs, deductions or claims. For any amounts not paid by Customer as of the due date, Customer shall be liable to pay interest on the amount due at a rate of 1.5% per month from due date until date of payment in addition to the principal amount. Regardless of any statement appearing on a check or otherwise, Schluter’s acceptance of a payment in an amount less than that due shall in no way be an accord and satisfaction or prejudice Schluter’s rights and remedies to collect the full amount due. Prices do not include sales taxes or other charges levied by any governmental authority upon the sale, use or transportation of the Products, all of which shall be paid by Customer, including, without limitation, applicable customs duties and tariffs. Prices quoted in the Price List Catalog are subject to change without prior notice. For the most current version of the Price List, please visit www.schluter.ca.

3. Shipping/Title/Risk of Loss. Unless otherwise expressly set forth in writing by Schluter, all Products will be delivered Ex Works (as defined in Incoterms 2017 revision). Dates of shipments are estimated and not guaranteed. Title and risk of loss to Products shall transfer to Customer upon delivery in accordance with the applicable delivery terms. Any handling of the Products after transfer of risk of loss shall be at Customer’s sole risk.

4. Freight and Shipping Charges. Prices quoted in the Price List Catalog include ground freight charges within Canada, save and except for purchase orders under $5,000.00 gross, to which a $50 additional charge shall be added thereto. Schluter offers air express shipping to Canada; please see table below for options and pricing. Please allow 1 to 3 business days for delivery on air express shipping.

Express orders greater than $3,000 gross at retail are charged actual freight.

Certain items with oversized shipping dimensions are not eligible for express shipping. Additionally, certain items (such as 10’ profiles) are not eligible for parcel shipping and are subject to a $200 charge unless combined with an order exceeding a $5,000 retail value.

Freight charges including air express handling charges are subject to change without prior notice. Please note that we are unable to accommodate third party transport billing.

Accessories include corners and caps for profiles and Rema kits up to $250 value at retail:

  • $25 is added for regular ground handling
  • $70 is added for air express handling

KERDI-BOARD panels:

  • 1 to 5 full pallets: $150/pallet
  • 6+ full pallets: free shipping

THIN-SET pallets: minimum order equals 4 full pallets (1 pallet equals 56 bags per item number)

  • 4 to 14 full pallets: $500 freight charge per order
  • 15 pallets: free shipping

Bundle offers for thin-set pallets with other products (i.e. DITRA and KERDI) are available and are eligible for free shipping. Please consult with a Schluter Sales Representative for more details.

3rd party shipping (drop shipping):

  • Orders to a third party will incur a 10% handling fee
  • THIN-SET only orders to a third party will incur a $200 handling fee.

5. Product Inspection; Non-conformity. Customer must inspect the Products upon delivery and notify Schluter in writing of any physical damage to the Products or nonconformity with the purchase order or invoice. FAILURE TO INSPECT AND DELIVER WRITTEN NOTICE OF SUCH DAMAGE OR NONCONFORMITY WITHIN SUCH FORTY EIGHT (48) HOUR PERIOD SHALL CONSTITUTE IRREVOCABLE ACCEPTANCE OF THE DELIVERED PRODUCTS AND A WAIVER OF ANY DAMAGE OR NONCONFORMITY THAT WAS OR SHOULD HAVE BEEN DETECTED. Any use of the Products or any portion thereof shall constitute irrevocable acceptance of such Products. As Customer’s sole remedy for any damaged or nonconforming Products of which Customer has delivered to Schluter timely notice of damaged or nonconforming Products, Schluter, at Schluter’s sole election, shall either: (a) replace the damaged or nonconforming Products, or (b) refund the price paid by Customer to Schluter for such damaged or nonconforming Products. In no event shall Schluter be liable for costs of procurement or substitute Products by Customer, or for injury or damage to business, or loss of profits, nor shall Schluter be liable for any incidental, special, indirect, or consequential damages. Any Product images are for illustrative purposes only; any differences between Product images and actual Product received shall not constitute nonconforming Product.

6. Cancellations. If Customer fails to make payment in accordance, or otherwise comply, with all terms of the Agreement, Schluter may, at its option (and in addition to all other remedies), cancel any unshipped portion of Customer’s order, without liability to Schluter, and Customer shall remain liable for all unpaid amounts. Subject only to Section 5 herein, orders, once accepted by Schluter, cannot be cancelled without Schluter’s prior written consent, which may be granted or withheld in Schluter’s sole and absolute discretion. In no event shall Schluter authorize the cancellation or deferment of shipment unless Schluter is indemnified against the loss resulting therefrom. Orders issued a tracking number are considered shipped; any cancellation or deferment will incur a 25% restocking fee.

7. Returns. Schluter shall not accept any returns unless it specifically authorizes such in writing, which may be granted or withheld in Schluter’s sole and absolute discretion. Under no circumstances shall Schluter accept any returned Products after thirty (30) days from such Products’ invoice date. Any authorized returns must be in resellable condition subject to inspection by Schluter prior to acceptance of same. All authorized returns shall incur a handling charge of 25%.

8. Special Orders. Customer will defend, at its own expense, any suit which may be brought against Schluter by reason of the manufacture or sale of special or non-stock Products made to Customer’s specifications, including any third party proceedings. In the case of cancellation of orders of special or non-stock Products, Customer’s cancellation may be conditioned upon Customer’s payment in full of the price of finished Products. Schluter shall not accept any returns of special or non-stock Products.

9. Warranty and Damages Disclaimer

a. Warranty. The Products are covered by product-specific warranties, available at www.schluter.ca or Schluter’s Warranties Page. The warranty that applies is the applicable warranty in effect for the Products as of the date of the proforma invoice, or if no proforma invoice, as of the date of the order acknowledgement for the Products (the “Written Warranty”).

b. Disclaimer. THE WRITTEN WARRANTY IS THE ONLY WARRANTY APPLICABLE TO THE PRODUCTS AND EXCLUDES ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES OTHERWISE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, EXCEPT WHERE PURCHASE OF THE PRODUCTS IS SUBJECT TO CONSUMER PRODUCT WARRANTY LAWS, IN WHICH INSTANCES ANY APPLICABLE IMPLIED WARRANTIES ARE LIMITED TO THE PERIOD OF THE APPLICABLE WRITTEN WARRANTY, OR SUCH SHORTER PERIOD AS PERMITTED OR REQUIRED UNDER APPLICABLE LAW. IN NO EVENT WILL SCHLUTER BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, TERMINATION, NEGLIGENCE, OR OTHERWISE, EVEN IF SCHLUTER SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Recommendations, advice, representations, warranties, commitments or agreements that are inconsistent with the foregoing disclaimer shall not be binding on Schluter unless in a writing signed by an authorized representative of Schluter. Schluter’s only obligation is to provide the Products in the quantities ordered by Customer (which order is accepted by Schluter) without regard to the Products’ appropriateness to Customer’s application. Customer represents and warrants that Customer is not a “consumer” as defined by any applicable usury or consumer protection laws.

10. Delay/Force Majeure. Delay in delivery or nondelivery by Schluter shall not be a breach or default by Schluter if performance is delayed or made impracticable or impossible by the occurrence of any one or more of the following: (a) fire, flood, or other casualty, (b) war, riot, embargo, governmental regulation or martial law, (c) inability to obtain necessary materials from usual sources of supply, (d) shortage of transportation or delays in transit, (e) strike or other labor issue, and (f) other conditions not reasonably within Schluter’s control, whether or not of a kind mentioned herein.

11. Choice of Law. For sales made in Canada or its territories, the Agreement (including, without limitation, these Terms) shall be governed by the Province of Quebec, without regard for its choice of law provisions.

12. Arbitration.

a. Any controversy, claim or dispute arising out of or in connection with the Agreement shall be settled by final and binding arbitration administered by the Canadian Arbitration Association in accordance with its Arbitration Rules in the judicial district of Montreal, province of Quebec and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration shall be heard by a single arbitrator appointed in accordance with the Arbitration Rules, and shall be conducted in English.

b. If a controversy or claim relates to or is the subject of a mechanic’s or construction lien, Schluter may proceed in accordance with applicable law to preserve and enforce its lien rights. TO THE FULLEST EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANY ARBITRATION RULE OR PROCEDURE, (A) NO CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL BE CONSOLIDATED OR JOINED WITH ANY OTHER PERSON’S CLAIM AND NO CLASS ACTION OR REPRESENTATIVE ACTIONS SHALL BE PERMITTED UNDER THE AGREEMENT, AND (B) IF ANY CLASS OR REPRESENTATIVE ACTION CANNOT BE WAIVED UNDER APPLICABLE LAW, THE PARTIES AGREE THAT SUCH ACTION SHALL BE ARBITRATED.

13. Miscellaneous. No amendment, alteration, variation, deletion, addition, and/or cancellation of these Terms made by Customer shall be of any force or effect unless reduced to writing and signed by a director of Schluter. If any clause, subclause, or other provision of these Terms is invalid under any statute or rule of law, such provision, to that extent only, shall be deemed to be omitted without affecting the validity of the remainder of the Terms. Customer shall pay to Schluter all costs of collection, including, without limitation, reasonable attorneys’ fees, incurred by Schluter in enforcing the Agreement, including, without limitation, collecting any money due from Customer and enforcing Schluter’s lien rights. No waiver by Schluter of any term or any obligation of Customer shall constitute a waiver of any other term or obligation. Customer shall not assign or transfer its rights or obligations under the Agreement without the prior written consent of Schluter. All of Customer’s representations, warranties and indemnities under the Agreement shall survive the consummation of or the termination or cancellation of any purchase and sale of Products. Which party prepared the Agreement shall have no bearing on the construction or interpretation of the Agreement. Buyer will defend, at its own expense, any suit or legal proceeding, including any third party proceedings, which may be brought against Schluter by reason of the manufacture or sale of any special product(s) made to Buyer’s specifications. These Terms supersede all prior versions of Schluter’s Conditions of Sale. Schluter reserves the right in its sole discretion to amend these Terms from time to time and any such amended terms and conditions shall be binding on Customer.