These Product Contract Terms and Conditions of Sale (“Terms and Conditions”) apply to the sale of products by Woodeco Ltd., an Alberta corporation, with its principal business address at 27445 – 100 Avenue, Acheson, Alberta, T7X 6H8, Canada (“Seller”, “Woodeco”, “we”, “us”, or “our”), to the purchaser identified in the applicable quote, invoice, purchase order, order confirmation, or other applicable sales document (“Buyer”).
These Terms and Conditions, together with the applicable quote, invoice, purchase order, order confirmation, and any other terms expressly incorporated by reference, form the agreement between Seller and Buyer with respect to the applicable order.
In the event of a conflict between these Terms and Conditions and a specific written term contained in Seller’s applicable quote, invoice, or order confirmation, the specific written term will prevail with respect to that order. Any terms contained in a Buyer-issued purchase order or other Buyer document that are additional to or inconsistent with these Terms and Conditions will not apply unless expressly accepted by Seller in writing.
By placing an order, making payment, accepting a quote or order confirmation, or otherwise expressly accepting these Terms and Conditions, Buyer acknowledges and agrees to be bound by them.
Unless otherwise expressly agreed by Seller in writing, payment terms are as stated on the applicable quote, invoice, purchase order, or order confirmation.
Buyer may not assign or transfer its rights or obligations under an order without Seller’s prior written consent.
These Terms and Conditions and any applicable order will be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict-of-law principles, subject to any mandatory rights or protections available to Buyer under applicable law.
These Terms and Conditions may be accepted or executed electronically and in counterparts. Electronic signatures and electronic records will have the same effect as originals to the extent permitted by applicable law.
Warranty:
Seller warrants to Buyer that the Products described on the applicable quote, purchase order, invoice, or order confirmation will be free from defects in workmanship during the Warranty Period, subject to the exclusions and limitations set forth in these Terms and Conditions.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS WARRANTY SET FORTH HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NOTHING IN THESE TERMS AND CONDITIONS IS INTENDED TO EXCLUDE OR LIMIT ANY WARRANTY OR RIGHT THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.
The Warranty Period under this express limited warranty is thirty (30) days from the date the Products are delivered to the Buyer, regardless of the date of purchase, payment, manufacture, shipment, or the length of any production, backorder, special-order, or delivery lead time.
If a Product is determined by Seller to have a defect in workmanship covered by this warranty, Seller’s obligation will be limited, at Seller’s option, to repair or replacement of the affected Product, or issuance of a credit for the affected Product. In no event will Seller’s liability under this warranty exceed the original purchase price of the defective or non-conforming Product.
Warranty Exclusions:
The limited warranty provided by Seller applies only to defects in workmanship and does not cover damage, deterioration, defects, or performance issues resulting from circumstances outside Seller’s reasonable control, including, but not limited to:
- normal wear and tear;
- improper handling, storage, transportation, maintenance, installation, fabrication, or use;
- improper or unsuitable installation methods, adhesives, fasteners, substrates, or supporting materials;
- accident, abuse, misuse, negligence, or modification of the Products;
- damage caused during cutting, fabrication, handling, or installation by the Buyer, installer, contractor, or any third party;
- damage or failure caused by third-party products, materials, equipment, or components;
- exposure to water, moisture, excessive humidity, heat, direct sunlight, chemicals, spills, sand, or other environmental conditions where the Product is not specifically designed or approved for such exposure;
- failure to follow Seller’s installation, handling, storage, maintenance, or product-use instructions; or
- use of the Product for an application or environment for which it was not designed or recommended.
Natural materials and decorative finishes may exhibit reasonable variations in colour, shade, grain, pattern, texture, gloss, dimensions, or appearance. Such variations, including reasonable differences between samples, photographs, display materials, different production batches, and the Products actually delivered, are inherent characteristics of decorative materials and are not considered defects.
For Products manufactured, cut, finished, modified, or otherwise supplied according to specifications, measurements, drawings, colours, designs, or other information provided or approved by the Buyer or its representatives, Seller is not responsible for errors, incompatibility, performance issues, or other conditions resulting from those specifications or instructions. This exclusion does not eliminate warranty coverage for defects in workmanship attributable to Seller.
Products that have been cut, drilled, glued, installed, fabricated, modified, or otherwise processed after a defect was reasonably apparent may not be eligible for warranty coverage with respect to that defect. Buyer is responsible for inspecting the Products before installation or fabrication.
Except for the express warranty provided in these Terms and Conditions, Seller does not warrant that any Product is suitable for a particular application or purpose selected by the Buyer. The Buyer is responsible for determining the suitability of the Product for its intended application, including applicable installation requirements, environmental conditions, and building or regulatory requirements.
Accessories Policy:
Certain Woodeco accessories, including End Trims, LED Strip Channel Sets, and other product-specific components, are designed for use with compatible Woodeco products. Certain accessories may only be available for purchase together with, or in connection with, the applicable Woodeco product. Availability and compatibility may vary by product. Buyer is responsible for confirming compatibility before purchase.
Claims:
Freight Damage
Buyer should inspect the shipment promptly upon delivery and, where reasonably practicable, before signing the carrier’s Bill of Lading or delivery receipt. The Buyer should inspect the packaging, crate, pallet, and Products for visible signs of damage, shortage, or mishandling.
If visible freight damage or shortage is discovered at the time of delivery, the Buyer must clearly note the damage or shortage on the Bill of Lading or delivery receipt before signing and should request that the carrier or driver acknowledge the notation. Photographs of the shipment, packaging, and affected Products should be taken whenever possible. If the shipment is significantly damaged, the Buyer may refuse delivery where appropriate.
If concealed freight damage is discovered after delivery, the Buyer must notify Woodeco Ltd. and the applicable freight carrier as soon as reasonably possible and provide photographs and any other information reasonably required to document the claim. Concealed freight damage remains subject to the applicable carrier’s claim and reporting requirements.
Freight damage occurring while the Products are in the possession or control of a third-party carrier is not considered a manufacturing or workmanship defect and is not covered by Seller’s Product Warranty.
Warranty Claims
Any claim relating to an alleged defect in workmanship must be submitted to Woodeco Ltd. in writing within the applicable thirty (30) day Warranty Period, calculated from the date the Products are delivered to the Buyer.
The Buyer must provide the order or invoice number, a description of the alleged defect, photographs of the affected Product, and any other information reasonably requested by Seller to evaluate the claim.
Products must be inspected before cutting, drilling, gluing, installing, fabricating, modifying, or otherwise processing them. If a defect is reasonably apparent before installation or processing, the Buyer must stop work and contact Woodeco Ltd. before proceeding. Seller may deny a claim relating to a defect that was reasonably apparent before installation or processing if the Buyer proceeded without Seller’s prior written authorization.
If Seller determines that a Product is covered by the limited warranty, Seller may, at its option, repair or replace the affected Product or issue a credit for the affected Product, subject to the limitations contained in these Terms and Conditions.
No Product may be returned to Seller without Seller’s prior written authorization. Seller reserves the right to inspect the Product and to specify reasonable return instructions, including the return location, transportation method, and carrier.
Back Orders and Lead Times:
Any Product that is temporarily unavailable, out of stock, or subject to production, sourcing, or transportation lead times may be placed on back order.
Any production, availability, shipping, or delivery time frame provided by Seller is an estimate only, unless Seller expressly confirms a guaranteed delivery date in writing. Estimated lead times may change due to manufacturing schedules, product availability, transportation, customs clearance, carrier delays, supply chain disruptions, or other circumstances beyond Seller’s reasonable control.
Seller will make commercially reasonable efforts to fulfill back orders as soon as reasonably possible and will communicate material changes to the estimated availability or delivery time frame when known.
A delay in an estimated production, availability, or delivery time frame does not automatically cancel the order. Any cancellation or modification of a back order will be subject to the applicable cancellation, return, and Special Order terms contained in these Terms and Conditions and any specific terms stated on the Buyer’s quote, invoice, purchase order, or order confirmation.
Seller’s Liability:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, PROJECT DELAYS, OR OTHER SIMILAR LOSSES ARISING OUT OF OR RELATED TO THE PURCHASE, DELIVERY, INSTALLATION, USE, OR PERFORMANCE OF THE PRODUCTS.
Seller’s total liability arising out of or relating to any Product, whether based on contract, warranty, negligence, or any other claim, will not exceed the original purchase price paid for the specific Product giving rise to the claim, except where otherwise required by applicable law.
Where Seller accepts a Product as covered by Seller’s warranty, Seller’s obligation will be limited, at Seller’s option, to repair or replacement of the affected Product or issuance of a credit for the affected Product, subject to the terms and limitations of Seller’s warranty.
Unless expressly agreed by Seller in writing or required by applicable law, Seller is not responsible for costs associated with labour, installation, removal, reinstallation, demolition, finishing, painting, site preparation, equipment rental, contractor charges, loss of use, or other costs associated with accessing, removing, replacing, or reinstalling the affected Product.
Buyer is responsible for inspecting Products before installation, fabrication, cutting, or modification and for determining that the Products are suitable for the intended application in accordance with these Terms and Conditions.
Nothing in these Terms and Conditions is intended to exclude or limit any liability that cannot lawfully be excluded or limited under applicable law.
Order Acceptance and Customer Information:
All orders are subject to acceptance by Seller. Seller reserves the right to refuse, limit, or cancel an order where reasonably necessary, including in cases of product unavailability, pricing or product information errors, suspected fraud or unauthorized transactions, inability to verify payment or customer information, shipping or delivery limitations, or other circumstances that reasonably prevent Seller from accepting or fulfilling the order.
If Seller cancels an order or any portion of an order after payment has been received and before the applicable Products have been supplied, Seller will issue a refund or credit for the cancelled Products and any applicable charges associated solely with those cancelled Products, subject to the applicable provisions of these Terms and Conditions.
Seller may establish minimum order quantities, maximum quantities, purchasing requirements, account requirements, or other reasonable conditions for certain Products, customers, projects, or sales channels.
Buyer is responsible for providing complete and accurate information necessary to process and fulfill the order, including billing information, shipping and delivery information, contact details, product selections, quantities, dimensions, specifications, and any other information reasonably required by Seller.
Buyer must promptly notify Seller of any errors or changes to the information provided. Seller is not responsible for delays, additional costs, incorrect deliveries, or other issues resulting from inaccurate, incomplete, or outdated information provided by Buyer.
Any requested changes to an order after it has been accepted by Seller are subject to Seller’s approval and may result in changes to pricing, availability, production or lead times, freight charges, or delivery dates.
Restricted Purchases and Competitive Use
Seller reserves the right, in its reasonable discretion, to refuse, limit, suspend, or cancel any order where Seller reasonably believes that the Products, samples, accessories, components, specifications, or other materials are being purchased or obtained primarily for competitive analysis, reverse engineering, replication, reproduction, copying, product development, unauthorized manufacturing, or any other purpose intended to reproduce or develop products that are substantially similar to Seller’s Products.
Seller may also refuse, limit, suspend, or cancel an order where the quantity, combination of Products, purchasing pattern, customer information, stated purpose, or other circumstances reasonably indicate that the order is not intended for a bona fide purchase, project, installation, authorized resale or distribution, or evaluation for a potential purchase.
Seller may, where reasonably necessary to evaluate an order, request additional information regarding the purchaser, intended application, project, business, or intended use of the Products. Seller may decline to fulfill the order if the requested information is not provided or does not reasonably resolve Seller’s concerns.
Nothing in this section is intended to restrict legitimate purchases by homeowners, contractors, builders, designers, architects, dealers, distributors, resellers, or other trade or commercial customers purchasing Products for bona fide projects, installations, specification, evaluation for purchase, or resale or distribution authorized by Seller.
If Seller cancels an order under this section before the applicable Products have been supplied, Seller will refund amounts paid for the cancelled Products, subject to any expressly agreed non-refundable charges or costs already incurred in connection with a Special Order or Custom Product, to the extent permitted by applicable law.
Return Policy:
Standard Products
Buyer may request a return of eligible standard Products within fourteen (14) days from the date of delivery. To request a return, Buyer must contact Woodeco Ltd. in writing at info@woodeco.ca and provide the applicable order or invoice number and details of the Products requested for return.
All returns require prior written authorization from Seller. Products returned without prior authorization may not be accepted.
To be eligible for return, Products must be unused, uninstalled, uncut, unmodified, undamaged, and in new and resalable condition, including the original packaging where reasonably applicable.
Buyer is responsible for all return shipping costs unless the return results from a valid warranty claim accepted by Seller. Original freight, shipping, delivery, handling, and other related charges are non-refundable unless otherwise agreed by Seller in writing.
Eligible returns are subject to a 15% restocking and repackaging fee.
Special Order and Custom Products
Products that are specially manufactured, ordered, sourced, imported, cut, sized, finished, coloured, modified, or otherwise supplied specifically for Buyer (“Special Order” or “Custom Products”) are final sale and are not eligible for cancellation, return, exchange, or refund once Seller has commenced production, placed or committed to a purchase or production order with a supplier or manufacturer, incurred non-recoverable costs, or otherwise commenced procurement or processing of the applicable order, unless otherwise expressly agreed by Seller in writing.
Estimated production, sourcing, shipping, or delivery lead times do not create a right of cancellation or refund solely because the estimated time frame changes or is delayed, subject to applicable law and the other provisions of these Terms and Conditions.
This provision does not limit Buyer’s right to make a valid warranty claim for a defect covered by Seller’s applicable Product Warranty.
Nothing in this Return Policy limits or excludes any cancellation, refund, or other right available to Buyer that cannot lawfully be waived or excluded under applicable consumer protection legislation.
Non-Returnable Products
The following Products are not eligible for return or refund:
- samples and sample boxes;
- Special Order or Custom Products as described above;
- Products that have been installed, cut, drilled, glued, fabricated, modified, damaged, or otherwise processed;
- clearance, final-sale, or discontinued Products where identified as such at the time of purchase; and
- Products that are not in new and resalable condition.
Return Authorization and Refunds
Upon receipt of an authorized return, Seller will inspect the Products to confirm their condition and eligibility for refund.
If the return is approved, the applicable refund, less any authorized restocking or other applicable charges, will be issued to the original method of payment in accordance with the Refund Method provisions of these Terms and Conditions.
Seller reserves the right to refuse a return or reduce the amount of a refund where returned Products do not meet the requirements of this Return Policy.
Refund Method:
Once an authorized return is received and inspected, Seller will notify Buyer whether the return has been approved and the amount eligible for refund.
Approved refunds will be issued to the original method of payment, less any applicable restocking fees, non-refundable shipping or delivery charges, and other charges permitted under these Terms and Conditions.
Seller will process approved refunds within ten (10) business days after approval. Additional processing time may be required by the Buyer’s bank, credit card issuer, payment processor, or financial institution and is outside Seller’s control.
Refunds will not be issued for Products that are not eligible for return under these Terms and Conditions, including Special Order, Custom, Final Sale, or other non-returnable Products, except where otherwise required by applicable law or where Seller has accepted a valid warranty claim.
If Buyer has not received an approved refund within fifteen (15) business days after being notified that the refund was processed, Buyer should contact Woodeco Ltd. at info@woodeco.ca.
End Use and Product Suitability:
Buyer is responsible for determining that the Products are suitable for Buyer’s intended application, location, environment, installation method, and project requirements before installation or use.
Buyer is responsible for reviewing and complying with applicable building codes, regulations, permits, project specifications, and installation requirements, including any requirements relating to fire performance, moisture exposure, exterior or interior use, structural conditions, and other site-specific requirements.
Any product information, recommendations, samples, photographs, installation guidance, calculations, or other assistance provided by Seller are intended to assist Buyer in selecting and using the Products but do not replace the responsibility of Buyer, Buyer’s contractor, designer, architect, engineer, or other qualified professional to determine suitability for the specific project.
Where Products are installed by a third party, Buyer is responsible for ensuring that the installer is qualified and follows Seller’s applicable installation instructions and generally accepted installation practices.
Seller is not responsible for damage, failure, or unsatisfactory performance resulting from the selection or use of a Product in an application or environment for which it was not designed or recommended, or from failure to comply with applicable installation requirements, building codes, regulations, or project specifications.
Nothing in this section excludes or limits Seller’s obligations with respect to a valid defect in workmanship covered by Seller’s applicable Product Warranty.
Prices:
All prices are as specified in Seller’s applicable quotation, invoice, purchase order, order confirmation, or webstore at the time the order is placed, unless otherwise agreed by Seller in writing.
Prices published on Seller’s website or webstore may be changed at any time without prior notice. Any such change will not affect an order that has already been accepted and paid for by Buyer, unless the order is subsequently modified at Buyer’s request or otherwise agreed to in writing by Buyer and Seller.
Quoted prices are valid for the period stated on the applicable quotation. If no validity period is stated, Seller reserves the right to revise the quotation prior to Buyer’s acceptance and payment.
Prices may be adjusted where Buyer requests changes to product specifications, quantities, dimensions, finishes, shipping arrangements, delivery requirements, or other terms after the original quotation or order has been issued. Any such adjustment will be communicated to Buyer before the applicable change is processed.
Unless expressly stated otherwise, quoted Product prices exclude applicable sales taxes and any separately disclosed variable freight, delivery, customs, duties, brokerage, special handling, storage, or other charges applicable to the particular order. Any mandatory charges or fees imposed by Seller will be included or disclosed in the advertised or quoted price as required by applicable law.
Deliveries:
Seller will arrange or coordinate shipment or delivery of the Products in accordance with the shipping terms specified in the applicable quote, invoice, purchase order, or order confirmation.
All production, shipping, transit, and delivery dates or time frames provided by Seller are estimates only, unless Seller expressly confirms a guaranteed delivery date in writing.
Seller will make commercially reasonable efforts to meet estimated delivery time frames; however, Seller is not responsible for delays caused by manufacturing schedules, product availability, customs clearance, transportation or carrier delays, weather, supply chain disruptions, labour interruptions, government actions, or other circumstances beyond Seller’s reasonable control.
Buyer is responsible for providing complete and accurate delivery information, including the delivery address, contact information, site access requirements, and any special delivery instructions. Additional costs resulting from incorrect or incomplete information, unsuccessful delivery attempts, restricted site access, redelivery, storage, or other circumstances attributable to Buyer may be charged to Buyer.
Delivery is considered complete when the Products are delivered to the delivery location specified in the applicable order documents, whether received by Buyer, Buyer’s authorized representative, or otherwise delivered in accordance with the agreed delivery instructions, subject to the freight inspection and claims provisions of these Terms and Conditions.
Force Majeure:
Seller will not be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond Seller’s reasonable control, including, without limitation, acts of God, severe weather, fire, flood, natural disasters, war, civil unrest, labour disputes or shortages, strikes, transportation interruptions, carrier delays, port congestion, customs delays, supply chain disruptions, shortages of materials or Products, manufacturing interruptions, utility or telecommunications failures, government actions or restrictions, or other similar events beyond Seller’s reasonable control.
During any such event, Seller’s affected obligations and any related delivery or performance time frames will be extended for a reasonable period taking into account the circumstances.
Seller will make commercially reasonable efforts to minimize the effect of such circumstances and to resume performance as soon as reasonably practicable.
A delay resulting from a Force Majeure event does not automatically cancel an order or entitle Buyer to a refund, except where otherwise required by applicable law or expressly agreed by Seller in writing.
Governmental and Supply Restrictions
All orders are subject to applicable laws, regulations, governmental orders, import or export restrictions, customs requirements, and other legal requirements affecting the manufacture, sale, importation, transportation, or delivery of the Products.
If Product availability is materially affected by shortages, governmental restrictions, manufacturing limitations, transportation constraints, or other circumstances beyond Seller’s reasonable control, Seller may reasonably allocate available Products among its customers and orders.
Seller may modify, suspend, or cancel the affected portion of an order where fulfillment becomes unlawful or commercially impracticable due to such circumstances. If Seller cancels an affected Product that has been paid for but not supplied, Seller will issue an appropriate refund or credit for the cancelled Product.
Taxes:
Buyer is responsible for all applicable federal, provincial, local, sales, use, excise, and other taxes or governmental charges associated with the purchase of the Products, except where otherwise required by applicable law.
Applicable taxes will be calculated and charged in accordance with the laws and tax requirements applicable to the transaction.
Where Seller issues an approved refund, credit, cancellation, or other adjustment, any applicable taxes will be refunded, credited, or adjusted as required by applicable law.
If Buyer claims a tax exemption, Buyer is responsible for providing Seller with valid supporting documentation before the applicable transaction is completed.
Freight:
Freight, shipping, and delivery charges will be as specified in the applicable quote, invoice, purchase order, or order confirmation. Unless expressly stated otherwise in writing, such charges are in addition to the price of the Products.
Seller may arrange transportation through third-party carriers on Buyer’s behalf. The carrier, shipping method, service level, and delivery arrangements may be selected by Seller based on the size, weight, destination, availability, and requirements of the shipment, unless a specific shipping arrangement has been agreed to in writing.
Buyer is responsible for ensuring that the delivery location is reasonably accessible and suitable for the type and size of shipment being delivered. Any additional charges resulting from limited access, special delivery requirements, redelivery, storage, waiting time, address changes, or other circumstances attributable to Buyer may be charged to Buyer.
All shipments must be inspected upon delivery in accordance with the Claims provisions of these Terms and Conditions. Any visible or concealed freight damage must be reported and documented in accordance with those provisions and the applicable carrier’s requirements.
Where a freight claim is required, Seller and Buyer will reasonably cooperate in providing available documentation necessary to support the claim. Responsibility for submitting or administering the claim may depend on the applicable shipping arrangement and carrier requirements.
Modifications and Changes to Terms:
These Terms and Conditions, together with the applicable quote, invoice, purchase order, order confirmation, and any other written terms expressly incorporated into the order, constitute the agreement between Seller and Buyer with respect to the sale of the Products.
Any modification to an existing order or to the terms applicable to that order must be agreed to in writing by Seller and Buyer, except where these Terms and Conditions expressly provide otherwise.
Seller may update or modify its Terms and Conditions from time to time. Any updated Terms and Conditions will apply to future orders placed after the effective date of the updated Terms and will not retroactively modify the terms applicable to an order that has already been accepted by Seller, unless Seller and Buyer expressly agree otherwise in writing.
If Buyer requests a change to an existing order, including changes to quantities, Products, dimensions, finishes, specifications, delivery arrangements, or other order details, such change is subject to Seller’s approval and may result in changes to pricing, availability, production time, shipping costs, or estimated delivery dates.
No waiver by Seller of any provision of these Terms and Conditions will constitute a continuing waiver or a waiver of any other provision.
Miscellaneous:
If any provision of these Terms and Conditions is determined to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect.
No failure or delay by Seller in exercising any right or remedy under these Terms and Conditions will operate as a waiver of that right or remedy.
The headings used in these Terms and Conditions are for convenience only and do not affect their interpretation.
Except where otherwise expressly provided, the rights and remedies available to Seller and Buyer under these Terms and Conditions are cumulative and are in addition to any rights or remedies available under applicable law.
Notices:
Any notice, claim, request, or other communication required under these Terms and Conditions must be provided in writing to the contact information specified in the applicable order documents. Notices to Seller may be sent to info@woodeco.ca, unless Seller provides another contact address in writing.
Buyer is responsible for maintaining current contact information with Seller.
For purposes of these Terms and Conditions, a communication by email constitutes communication “in writing”.