Terms & Conditions
PO Terms And Conditions: BW Greenhouse is dedicated to giving our clients the best possible experience in purchasing and owning a BW Greenhouse or BW Shelter.
BW GLOBAL Purchase Order Terms and Conditions
- “BW GLOBAL” means BW GLOBAL Structures Inc. and all of its employees, agents, representatives and affiliated entities.
- “Goods” means any materials, machinery, equipment, systems, components, or items identified in the Order.
- “Order” means the Purchase Order that BW GLOBAL issued to Seller for the Goods, these standard Terms & Conditions, and any other documents that BW GLOBAL incorporates by reference in the Purchase Order, including drawings, plans, specifications, etc.
- “Owner” means the person, company, corporation or entity that owns the building and/or land for which the Goods are purchased.
- “Parties” means BW GLOBAL and the Seller.
- “Seller” means any person, entity, company or corporation to whom the Order for the Goods is issued and all of its employees, agents, representatives and affiliated entities.
- “Terms” means the terms set forth in these Terms & Conditions, as well the terms set forth in the Order, which includes any attachments to the Order.
These Terms are an essential part of the Order. They become binding when Seller accepts the Order or begins performance in accordance with the Order. These Terms are binding and controlling regardless of any rejection or statement to the contrary by Seller in any document soliciting or responding to the Order. Any such rejection or contrary statement is expressly and specifically rejected by BW GLOBAL, unless it is specifically and expressly accepted by BW GLOBAL in a writing signed by an authorized BW GLOBAL representative.
The Parties understand and agree that this Order is the entire, complete, final and exclusive expression of their agreement with each other. This Order incorporates and supersedes in all respects any and all prior or contemporaneous agreements, with the only exception being any existing non-disclosure and/or confidentiality agreement(s) between the Parties, the terms of which remain in effect and in force according to its own terms. No other agreements, covenants, representations or warranties, express or implied, oral or written, have been made by the Parties concerning the Order.
The Order may only be amended in a writing signed by the Parties.
Prices shall be in Canadian Dollars (CAD), unless otherwise specified in the Order. Further, the price for each item covered by the Order shall be the lower price as between the price stated in the Seller’s quote or response to the Order, on the one hand, and the Seller’s price in effect on the date of delivery, on the other hand.
4. Delivery Term:
Seller must deliver the Order when and as directed by BW GLOBAL, and otherwise in strict accordance with the schedule and other terms of the Order. If at any time, and for a reason that is unforeseeable at the date of the Order, Seller discovers that the Goods cannot be timely delivered in accordance with the Order, then Seller must immediately notify BW GLOBAL in writing. Upon such notice, BW GLOBAL can direct Seller to accelerate delivery of the Goods and the Parties can mutually agree to the most effective and economical means of acceleration. Costs for such acceleration are included in the Order price. Seller expressly waives any other compensation, unless BW GLOBAL agrees to pay such additional costs in a writing signed by an authorized BW GLOBAL representative.
5.Packing & Shipping:
Packing & Shipping: Seller will not charge BW GLOBAL an additional amount for packing, crating, storage or shipping unless specified in writing in the Order. Seller will pack and prepare all items for shipment in a manner that secures the least or lowest cost for shipping and also safeguards against damage from weather or transportation. Seller must enclose packing slips with each shipment. Seller may not make partial shipments or otherwise deviate from BW GLOBAL’s shipping instructions in the Order without BW GLOBAL’s prior written consent to the same. Also, Seller may not ship nonconforming goods as an accommodation or otherwise unless Seller has obtained BW GLOBAL’s prior, specific and express consent to the same in a writing signed by an authorized BW GLOBAL representative.
6.Drawings, Specifications, & Technical Information:
The true and accurate interpretation and meaning of drawings, specifications, and technical information in the Order shall be given and decided by BW GLOBAL. Therefore, if Seller has any question or notes any ambiguities, omissions, errors, discrepancies, or inconsistencies in the Order documents, Seller must submit in writing to BW GLOBAL a description of the issue for BW GLOBAL’s sole determination.
Please note that no drawing, specification or technical information/documentation in the Order constitutes a warranty, express or implied, regarding performance, patents or other intellectual property. Further, all such documentation and information is and remains BW GLOBAL sole and exclusive Intellectual Property (“IP”). Seller takes no legal or beneficial interest, title or ownership in such IP and may not sell, lease, license or otherwise distribute such IP.
7.Changes to Order:
Seller may not change or deviate from the specified requirements and other terms of the Order unless BW GLOBAL has granted Seller specific and express permission to such change in a writing signed by an authorized BW GLOBAL representative.
BW GLOBAL will not accept any increases in the quantities specified in the Order unless the parties expressly agree to such an increase in advance of the shipment of the Order and in a writing signed by an authorized BW GLOBAL representative.
9.Expediting, Inspecting, & Testing:
All Goods will be suspect to inspection(s) by BW GLOBAL either before or after delivery to the end destination as per the Order. Any and all Goods which BW GLOBAL finds to be nonconforming or defective will be repaired or replaced expeditiously by Seller without expense to BW GLOBAL. Alternatively, and at BW GLOBAL’s sole option, Seller will refund to BW GLOBAL the price BW GLOBAL paid for all such nonconforming or defective Goods.
Payment: BW GLOBAL will pay for the Goods in accordance with the terms of the Order. If no such terms appear in the Order, then payment shall be made within sixty (60) days after BW GLOBAL accepts the Goods. Invoices must be mailed to BW GLOBAL’s head office at 29020 Fraser Highway, Abbotsford, BC, V4X 1G8, Canada and emailed to accounting @bw-global.com.
All federal, provincial, state, and local sales, use, excise or similar taxes and customs fees are Seller’s responsibility unless specifically identified and quantified in a separate line item in Seller’s quotation or other response to this Order and Seller’s subsequent invoice. Seller is solely and completely liable for any and all wages, salary, taxes, and other benefits or compensation for Seller’s own staff and/or agents in preparing and delivering the Goods. As such, Seller agrees to indemnify and hold harmless BW GLOBAL from any and all assessments of related amounts, taxes or charges.
12.Title & Risk of Loss:
Unless otherwise specified on the face of the Order, title to the Goods shall pass to BW GLOBAL or the Owner of such Goods at the location designated in the Order. Risk of loss will pass to BW GLOBAL upon receipt by BW GLOBAL or the Owner of the Goods in an undamaged and conforming condition at the destination location stated in the Order.
Seller agrees not to file a lien in connection with the Order and expressly waives and releases any and all right of lien in connection with the Goods and this Order.
Seller expressly warrants that all Goods will be new and also will be manufactured and shipped in accordance with the Order documents (including all relevant design specifications, drawings, samples or other descriptions of the Goods to be furnished under the Order). Unless otherwise stated on the face of the Order, this warranty shall run to BW GLOBAL and its customers and all users of such Goods for a period of eighteen (18) months after the Goods are applied to the use for which they are intended. This warranty survives inspection, acceptance and final payment by BW GLOBAL.
All drawings, specifications, supplies, blueprints, sketches, and other technical or commercial information furnished by or on behalf of BW GLOBAL – or created by Seller on behalf of BW GLOBAL in furtherance of the Order – shall remain or become BW GLOBAL’s property and shall be deemed confidential information of BW GLOBAL. Seller agrees not to reproduce, transmit or disclose such confidential information to any third-party without the express, written permission of a duly-authorized BW GLOBAL representative. All such confidential information shall be returned to BW GLOBAL or destroyed upon completion of the Order or upon BW GLOBAL’s request.
Seller shall defend, indemnify, and hold harmless BW GLOBAL from any and all third-party claims for damages, loss, cost and expenses (including all fines and penalties as well as actual attorney’s fees and litigation expenses) arising out of or related to personal injury or death and/or damage or destruction of property to the extent arising out of defects in the Goods, or acts or omissions, negligence, gross negligence, or willful misconduct by Seller. BW GLOBAL will give Seller prompt notice of any such claim or suit. Seller agrees to cooperate fully with BW GLOBAL in the defence and/or settlement of the same.
17.Termination & Suspension:
If Seller fails to timely deliver conforming Goods to BW GLOBAL – in whole or in part – as per the terms of the Order, BW GLOBAL may elect to terminate or cancel part or all of the Order by giving Seller 14 days written notice of its intent to terminate/cancel the Order. Seller agrees to suspend all work on the Order immediately upon receiving such notice from BW GLOBAL. Seller shall be liable to BW GLOBAL for any and all damages or costs incurred in Seller’s failure to timely deliver the Goods and in BW GLOBAL’s act of terminating or cancelling the Order, including costs to secure suitable replacement goods.
18.Assignment & Subcontracting:
Seller may not assign or subcontract any portion of the Goods or monies to be paid under the Order, except with prior, specific and express consent by BW GLOBAL in a writing signed by an authorized BW GLOBAL representative.
19.Waiver, Fees & Costs:
BW GLOBAL does not waive its rights to enforce any and/or all of the terms of the Order simply because BW GLOBAL pays for the Order in whole or in part, fails to insist upon strict performance, and/or accepts some or all of the Goods.
In any legal action arising out of this Order, BW GLOBAL shall be entitled to recover related and actual attorney’s, legal and court fees and costs, any costs BW GLOBAL incurs related to liens filed by Seller in contravention of Paragraph 13 above, together with interest and all losses and damages that BW GLOBAL suffers (including damages and liquidated damages that BW GLOBAL is required to pay to a third-party because of Seller’s failure to timely deliver conforming Goods).
Any and all changes in the scope of work identified in the Order must be recorded in a written Change Order which: (1) is signed by the parties; and (2) specifically describes the proposed change in the Work and the corresponding change, if any, to the contract price and/or time for completion of the Work.
BW GLOBAL will not accept oral Change Orders or changes to the Order or Terms.
The Order shall be governed by the laws of the Province of British Columbia.
The Parties agree that any and all disputes arising out of, under or relating in any way to the Order and/or to Seller’s work performed under the Order shall be brought within a Provincial or Federal Court of competent jurisdiction within the Province of British Columbia, Canada.
To the extent that any article or part of the Order is deemed to be unenforceable or invalid, all other and remaining articles or portions of the Order and Terms shall remain in full force and effect.
Any and all notices that are required to be given under the Order shall be given in writing, sent by First Class Mail, to the principle place of business of BW GLOBAL or Seller, respectively.
Paragraphs 14 (Warranty), 15 (Confidential Information), 16 (Indemnification), 19 (Waiver, Fees & Costs) and 21 (General Terms) shall survive completion or termination of the Order
Still have questions? Stay in contact with us.