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These Standard Terms and Conditions of Sale (“Terms”) apply to quotations, offers, products and services provided by Trillium Measurement and Control Inc. (“Trillium”) to the purchaser or customer (“Buyer”), unless otherwise expressly agreed to in writing by Trillium. Acceptance of a Trillium quotation, issuance of a purchase order, authorization to proceed, or acceptance of goods or services constitutes acceptance of these Terms.
1.1 Quotations are valid for thirty (30) days from the date of issuance unless otherwise stated in the quotation.
1.2 Prices are exclusive of applicable taxes, duties, freight, insurance, customs charges, and other similar costs unless expressly included in the quotation.
1.3 Any tariffs, duties, government-imposed charges, or import-related costs applicable at the time of shipment shall be the responsibility of the Buyer unless otherwise stated in writing.
1.4 Pricing is based on the quantities, specifications, scope, and commercial conditions identified in the quotation. Changes requested by the Buyer may result in adjustments to price, delivery, or other terms.
2.1 These Terms, together with Trillium’s quotation and any written amendments expressly accepted by Trillium, constitute the terms applicable to the sale.
2.2 Any additional or conflicting terms contained in a Buyer’s purchase order, procurement document, or other communication shall not modify these Terms unless expressly accepted in writing by an authorized representative of Trillium.
2.3 In the event of a conflict between these Terms and specific terms expressly stated in a Trillium quotation, the quotation shall govern with respect to that specific order.
3.1 Delivery dates and lead times are estimates provided in good faith and may vary due to manufacturer availability, material supply, production schedules, transportation, or other circumstances.
3.2 Trillium shall not be liable for reasonable delays caused by circumstances beyond its control.
3.3 Unless otherwise stated in the quotation, freight, insurance, customs clearance, duties, and related transportation charges are the responsibility of the Buyer.
3.4 Risk of loss or damage shall pass in accordance with the delivery terms specified in the applicable quotation. Where an Incoterm is stated, it shall be interpreted in accordance with Incoterms® 2020.
3.5 Partial shipments may be made where commercially reasonable unless otherwise agreed in writing.
4.1 Payment terms are as stated in the applicable quotation or invoice. Unless otherwise specified, standard payment terms are Net Thirty (30) days from invoice date.
4.2 Trillium may require advance payment, deposits, progress payments, credit-card payment, or other commercially reasonable payment arrangements based on order value, credit history, special-order requirements, or other circumstances.
4.3 Past-due balances may be subject to interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.
4.4 Credit-card payments may be subject to a processing surcharge where permitted by applicable law and card-network rules. Any applicable surcharge will be disclosed prior to payment.
5.1 Products manufactured by third parties are subject to the applicable manufacturer’s warranty, if any. Trillium will reasonably assist the Buyer in administering valid manufacturer warranty claims.
5.2 Products manufactured by Trillium and services performed directly by Trillium are warranted to conform materially to the applicable quotation or agreed specification and to be free from defects in workmanship for twelve (12) months from delivery or completion, unless otherwise stated in writing.
5.3 Trillium’s obligation under an applicable warranty is limited, at Trillium’s option, to repair, replacement, re-performance of the affected service, or refund of the amount paid for the affected goods or services.
5.4 Warranty coverage does not apply to normal wear and tear, improper storage, misuse, abuse, improper installation, operation outside published specifications, unauthorized modification, contamination, accident, or repairs performed without prior written authorization.
5.5 Except for warranties expressly provided in these Terms, the applicable quotation, or as required by law, no additional warranty is provided by Trillium.
6.1 To the maximum extent permitted by applicable law, Trillium’s aggregate liability arising out of or relating to an order shall not exceed the amount paid or payable to Trillium for the specific goods or services giving rise to the claim.
6.2 In no event shall Trillium be liable for indirect, incidental, special, punitive, exemplary, or consequential damages, including loss of profit, revenue, production, use, data, or business opportunity.
6.3 The limitations in this section apply regardless of the form of action, whether arising in contract, warranty, negligence, tort, or otherwise, to the extent permitted by law.
7.1 Returns require prior written authorization from Trillium and may be subject to reasonable restocking, inspection, freight, or manufacturer-imposed charges.
7.2 Configured, custom-manufactured, special-order, non-stock, or otherwise non-returnable products may not be cancelled or returned once the order has been released to the manufacturer or production has commenced, unless Trillium agrees otherwise in writing.
7.3 Approved cancellations may be subject to costs already incurred by Trillium, including manufacturer cancellation charges, engineering costs, materials, freight, and other reasonable commitments made in connection with the order.
7.4 The Buyer shall inspect goods promptly upon receipt and notify Trillium of visible shipping damage, shortages, or incorrect shipments within ten (10) business days.
7.5 The inspection period above does not limit valid claims for concealed defects that are otherwise covered by an applicable warranty.
8.1 Where Trillium provides field service, commissioning, calibration, installation assistance, or other on-site services, the Buyer is responsible for providing reasonable and safe access to the work area, required utilities, permits, equipment, and site information unless otherwise agreed.
8.2 Additional work resulting from conditions outside the agreed scope, delays outside Trillium’s reasonable control, incomplete site readiness, or changes requested by the Buyer may be charged at Trillium’s applicable rates.
9.1 Trillium shall not be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, fire, flood, severe weather, labour disruption, transportation interruption, shortage of materials, manufacturer delays, supply-chain disruption, war, civil disturbance, government action, embargo, epidemic, pandemic, or similar events.
9.2 Where such an event occurs, Trillium’s performance obligations and delivery schedule shall be reasonably extended for the duration and effect of the event.
10.1 These Terms and any sale governed by them shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.
10.2 The parties submit to the jurisdiction of the courts of the Province of Ontario with respect to disputes arising from these Terms or an applicable order, unless otherwise agreed in writing.
11.1 If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision shall be limited or modified to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
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