GENERAL SALES TERMS AND CONDITIONS

Scope 
1.1 These General Sales Terms and Conditions (the "Terms") govern all sales of crusher parts and related products (the "Products") by BDI Wear Parts ("Seller"). By placing an order, the buyer ("Buyer") agrees to these Terms. 
1.2 Seller reserves the right, at its sole discretion, to deny, change, or limit the amount or duration of credit extended to Buyer and may require payment in advance or other security satisfactory to Seller. 

Orders and Acceptance 
2.1 All orders are subject to Seller’s acceptance. No order is binding until confirmed in writing by Seller. 
2.2 Any modifications to an order require written agreement from both parties. 

Pricing and Payment 
3.1 Prices are as stated in Seller’s quotation or invoice and are subject to change without prior notice before order confirmation. 
3.2 Payments shall be made in full within 30 days from the invoice date unless otherwise agreed upon by Seller and Buyer. Any unpaid amounts shall accrue interest at an annual rate of 10%. 
3.3 All payments must be made via wire transfer, ACH payment, e-transfer, or cheque. 

Delivery and Risk of Loss 
4.1 Delivery dates are estimates only. Seller shall not be liable for any delivery delays. 
4.2 Risk of loss or damage to the Products shall be governed by the Incoterms® rule (Incoterms® 2020) expressly agreed by the Parties in the applicable Sale Agreement and shall pass to the Buyer in accordance with such Incoterm.
4.3 Seller shall not be liable for any incidental, consequential, indirect, special, exemplary, or punitive damages, such as lost profits, loss of use, business interruptions, or reputation damage arising from the sale, delivery, or use of the Products. 

Refund and Warranty Policy 
5.1 If the part does not fit the intended machine, Seller will issue a refund or provide a replacement. 
5.2 If the part develops a crack before reaching the end of its expected wear life, Seller will issue a refund or provide a replacement. 
5.3 For parts manufactured according to Buyer’s blueprint or drawing, Seller makes no warranty regarding performance or compatibility with the intended machine. 

Warranty and Liability 
6.1 Seller warrants that the Products will be free from material defects in workmanship and materials at the time of delivery. 
6.2 This warranty excludes normal wear and tear, improper installation, misuse, or modifications made by Buyer. 
6.3 Seller’s liability is limited to repair, replacement, or refund of the defective Product at Seller’s discretion. Seller shall not be liable for indirect, incidental, or consequential damages. 

Returns 
7.1 No returns will be accepted without prior written authorization from Seller. 
7.2 Returned Products must be unused and in their original packaging. 

Governing Law and Dispute Resolution 
8.1 These Terms shall be governed by and construed in accordance with the laws of Ontario. 
8.2 Any disputes shall be resolved exclusively in the courts of Ontario. 

General Provisions 
9.1 Buyer may not assign any rights or obligations under these Terms without Seller’s prior written consent. 
9.2 If any provision of these Terms is found to be invalid, the remaining provisions shall remain in full force and effect. 
9.3 These Terms constitute the entire agreement between Seller and Buyer and supersede any prior agreements or understandings.