Contact Us
- info@kiwihardware.com
- Toronto, Ontario, Canada; L1R 0E8
1.1 This document is intended for customers (hereinafter “Customers”) of KIWI ARCHITECTURAL HARDWARE INC. (hereinafter simply KIWI); its purpose is to inform customers about the contractual conditions that KIWI shall apply in all the sales of its products (hereinafter GENERAL TERMS AND CONDITIONS OF SALE), unless otherwise agreed in writing, and which, in any case, are binding on and effective between the parties pursuant to art. 1437 of the Canadian Civil Code.
1.2. KIWI applies the Canadian law in all contractual relationships involving the sale of its products, save for any specific derogations to be agreed and proved in writing.
1.3 The General Terms and Conditions of Sale listed here exclusively refer to products bearing the KIWI trademark (hereinafter the “Products”).
2.1 The offers made by KIWI to its Customers are effective for a maximum period of 15 (fifteen) days from their submission; in any case they will have to be formalized in writing, including by email.
2.2. Upon expiry of the aforementioned deadline, the offer made by KIWI shall be deemed cancelled and not acceptable by the CUSTOMER, unless otherwise specifically agreed in writing between the contracting parties.
3.1 Purchase orders signed by the Customers and addressed to KIWI must be confirmed using the specific form prepared by KIWI (order confirmation), which each Customer has to sign and return to KIWI, precisely specifying the quantity of the goods bought and any additional features of the requested products.
3.2 The purchase contract shall be considered finalized and binding on the parties by means of:
a) Confirmation of the purchase order by KIWI ARCHITECTURAL HARDWARE INC.;
b) Physical execution of the purchase order by KIWI ARCHITECTURAL HARDWARE INC., provided it is in compliance with the contents of the sale entered into between the parties.
3.3 Any amendment or addition to the individual provisions of the General Terms and Conditions of Sale or to the purchase order shall be ineffective unless approved in writing by KIWI ARCHITECTURAL HARDWARE INC. In the event changes are made to the purchase order after sending the form specified in paragraph 3.1., they shall have no effect if in the meantime KIWI has accepted the order or has implemented it in part; in any event, KIWI reserves the right to cancel the original purchase order and to suspend performance of the current one, requesting damages.
3.4 The Product delivery date specified in the purchase orders is always indicative and any delay of up to 30 days with respect to such deadline shall never constitute grounds for the CUSTOMER to claim damages against KIWI or to terminate the contractual relationship. More specifically, KIWI reserves the right to extend the delivery date due to unforeseeable circumstances or force majeure or in any case for circumstances that could not be foreseen at the time of the sale (for example, difficulty in procurement of raw materials and components); if prior to delivery, the CUSTOMER is in a difficult financial situation or changes its legal form, KIWI shall be entitled to suspend performance of, and possibly terminate the contract.
3.5 Customers are advised that the supplied products are intended for professional use only.
4.1 The Products are delivered to the Customer at the production site or at the registered office of KIWI (hereinafter “Delivery”).
4.2 If the Products are delivered Ex-works “Toronto”, the risk is transferred upon delivery of the Products by KIWI ARCHITECTURAL HARDWARE INC. to the Customer or to the carrier, the CUSTOMER being in charge of the transportation costs.
4.3 Unless otherwise agreed, KIWI ARCHITECTURAL HARDWARE INC. shall establish, in the name and on behalf of the Customer, the type of shipment, the transport route and the carrier.
4.4 KIWI ARCHITECTURAL HARDWARE INC. reserves the right to partially fulfil the purchase order or to partially deliver the products ordered. The Customer cannot raise any objection with regard to partial deliveries and/or deliveries made by instalment. All Partial deliveries shall be invoiced individually and the payment time limits shall run from the date of each invoice. The payment of partial Deliveries may not be deferred until completion of all the Deliveries related to the original purchase order. The provisions of Article 4.1 shall also apply to partial deliveries.
5.1 The price is as specified in the last KIWI price list for the products delivered to the Customer, including normal packaging and excluding shipping costs (hereinafter the “Price”). The last price list issued by KIWI ARCHITECTURAL HARDWARE INC. cancels all previous price lists and, unless otherwise agreed, it shall be applicable to the sale.
6.1 Payment of the Price has to be made within the time limit agreed between the contracting parties. Failure to pay the price within the agreed time limit shall result in the application of interest for late payment in commercial transactions, to the extent provided by Legislative Decree No. R.S., c. I-18, s. 3. of 1985 as amended and supplemented. Default interest shall run from the expiry of the payment due date, subject to KIWI’s right to seek compensation for any further damage.
6.2 The Customer may not make claims or raise objections against KIWI until the Price has been paid.
6.3 In the event of irregular payments, KIWI reserves the right to suspend the performance of all purchase orders, including those not affected by the delay or default by the CUSTOMER, without notice and with no right to compensation for the CUSTOMER.
7.1 Any complaints referring to either the quantity or the quality of the delivered Products must be made in writing within 8 (eight) days from receipt of the Products.
7.2 The Products returned shall be accepted by KIWI ARCHITECTURAL HARDWARE INC. only after written agreement and exclusively with regard to new Products with their original packaging.
7.3 The Products must be returned using the appropriate transport document specifying the written permission of KIWI ARCHITECTURAL HARDWARE INC. as well as the quantity and quality of the Products.
7.4 Returns shall not be considered accepted by KIWI ARCHITECTURAL HARDWARE INC. unless they are returned in the manner specified above and, specifically, taking delivery of the Products at the headquarters or at the warehouses of KIWI ARCHITECTURAL HARDWARE INC. may not be construed as acceptance of the returns.
7.5 The amount credited for returns not due to causes attributable to KIWI ARCHITECTURAL HARDWARE INC., shall be subject to a 30% deduction, to be regarded as a flat-rate assessment of the damage (penalty clause), charged to the Customer on account of the general, shipping, goods deterioration, age etc. costs incurred by KIWI.
8.1 In business relationships or in case of products sold for professional use, this warranty is limited to the repair or replacement of product parts that KIWI ARCHITECTURAL HARDWARE INC. acknowledges as defective, through equivalent re-manufactured Products (the “Conventional Warranty”); the warranty does not include the costs necessary for repairing or replacing the material (e.g. labour costs, rental of equipment etc) .-
8.2 The provisions contained in articles 1726 to 1739 of the Canadian Sale of Goods Acts shall not apply.
8.3 KIWI ARCHITECTURAL HARDWARE INC. warrants the proper operation of the products within the limits indicated in 8.1 above. Unless otherwise agreed, the validity of the Conventional Warranty is 18 (eighteen) months from the production date, which can be found on the products. The Warranty shall be effective and binding on KIWI only if the product has been correctly installed and maintained in accordance with the installation and safety rules set out in the documentation provided by KIWI or otherwise available on the website “www.kiwihardware.com”
8.4 The warranty does not cover: failures or damage caused by transport; failures or damage caused by defects in the electrical system of the buyer and/or by carelessness, negligence, inadequate or abnormal use of such system; failure or damage due to tampering carried out by unauthorized personnel or due to incorrect use / installation (in this regard, system maintenance at least every six months is recommended) or the use of non-original spare parts; defects caused by chemical agents and/or atmospheric phenomena. The warranty does not cover the cost of consumables; in any event, KIWI shall be entitled to a consideration for the work performed at the Customer, where such work proves useless as the warranty did not apply or because the customer had used the KIWI product in a negligent, reckless or incompetent manner, such that the proper use of the product could have avoided the work.
8.5 Implementation terms: unless otherwise agreed, the right to the Conventional Warranty is exercised by showing a copy of the purchase document (invoice) to KIWI. Any defect must be notified to KIWI within the time limit of fifteen (15) days from detection of the defect. The action must be exercised within the limitation period of 6 (six) months from detection of the defect. The Product parts for which the Customer requests application of the Conventional Warranty must be returned by the Customer to KIWI ARCHITECTURAL HARDWARE INC., Toronto, Ontario, Canada – L1R 0E8.
8.6 The Customer cannot claim compensation for indirect damage, loss of profits, loss of production and in any case it cannot claim compensation for an amount that exceeds the value of the supplied components or products. All transport costs for Products that have been repaired or to be repaired, although covered by the Conventional Warranty, shall be charged to the Customer.
8.7 No external work carried out by KIWI technical staff is covered by the Conventional Warranty.
8.8 Specific amendments to the Conventional Warranty conditions described herein can be defined by the parties in their commercial contracts.
9.1 The Product repairs requested by the Customer shall be carried out by KIWI ARCHITECTURAL HARDWARE INC., subject to prior agreement on the cost of the work. In any case, labour and transport costs (return) shall be charged to the customer.
10.1 The Products delivered to the CUSTOMER shall continue to be the property of KIWI ARCHITECTURAL HARDWARE INC. until full payment of the Price by the Customer, regardless of who has possession of the Products. Transport costs and other costs necessary to recover the Products as well as extraordinary expenses and those that can be recovered, shall be charged to the Customer.
11.1 The Customer is aware that the Products are covered by patents and incorporate know-how and design that are the exclusive property of KIWI ARCHITECTURAL HARDWARE INC., pursuant to the Canadian Industrial Property Code.
11.2 The Customer is expressly forbidden from infringing such KIWI ARCHITECTURAL HARDWARE’s rights; in any case, the Customer may not in any way remove, delete or otherwise alter the trademarks or other signs or distinctive marks of any kind affixed to Products; the Customer is likewise forbidden from affixing new ones of any kind. Any form of reproduction or use of the KIWI ARCHITECTURAL HARDWARE INC. trademark and of any other distinctive mark on the Products is forbidden, without written authorization by KIWI ARCHITECTURAL HARDWARE INC.
12.1 Pursuant to article 1605 of the Canadian Civil Code, any delay of more than ten days in the payment, or any non-payment of the Price, including partial, by the Client, as provided for in Article 6 of these General Terms and Conditions of Sale, shall result in termination of the purchase contract and KIWI ARCHITECTURAL HARDWARE INC. shall be entitled to seek compensation from the Customer for the damage suffered, in addition to restitution of the Products not paid by the Customer.
12.2 The notice referred to in the previous paragraph shall be sent by registered mail with return receipt or via certified email address (Pec).
13.1 Any agreements, existing or that will take place between KIWI ARCHITECTURAL HARDWARE INC. and the Customer, in relation to returns and payment methods, shall prevail over the provisions of these General Terms and Conditions of Sale.
14.1 The purchase contracts entered into in accordance with the General Terms and Conditions of Sale are subject to Canadian law only, with the exclusion of any other legislation.
14.2 All disputes that may arise on the mentioned purchase contracts shall be subject to Canadian jurisdiction and referred to the exclusive competence of the Ontario Court of Justice, including if the agreed payment method is by bank collection order or draft payable at the customer’s.
"This content is protected by copyright"