Terms and Conditions

1. Definitions:

“The Company” means the supplier of material and /or services under this Contract, being O’Dell HVAC Group Inc. 

“Baseline Exchange Rate” mean the exchange rate between the Canadian Dollar (CAD) and the applicable foreign currency, as published by the Bank of Canada on the date of order confirmation, which serves as the reference rate for determining price adjustments due to currency fluctuations. 

“Contractor” means the entity to which the Company is supplying materials and /or services under the Contract. 

“Contract”, as between the Company and the Contractor, is comprised of the purchase order for the sale of material and /or services, these Terms and Conditions, the Company’s final quotation, and the Company’s order acknowledgement. In the event of any conflict, these Terms and Conditions shall take precedence over other documents included in the Contract. The Contract represents the entire agreement between the Company and the Contractor. 

“Contract Price” is the agreed upon price stated in the Contract, specifically in the Company’s final quotation, for the sale of material and /or services. Applicable taxes considered in addition to the Contract Price if not otherwise stated. 

“Regulatory Changes” shall include, but not be limited to: 

• The imposition, increase, reduction, or removal of tariffs, duties, or trade restrictions; 

• Changes to tax laws, environmental regulations, or energy efficiency standards affecting the manufacture, importation, sale, or installation of HVAC equipment; 

• New or modified compliance requirements under federal, provincial, or municipal law; 

• Any other government action or policy that materially alters the economic conditions of this agreement or any Existing Orders. 

2. Price Policy: The Contract Price is in effect for 10 days from time of the Company’s provision of its quote. All unit prices and cost of labour may be increased during the work, depending on the date of release and/or shipment of the order, due to unforeseen events including announced increases in the Company’s list prices, delay in original project schedule, or increases in labour or material costs in the industry. The Contractor hereby agrees to such increases from time to time, providing notice is given by the Company in writing upon the Company becoming aware of the need to increase the Contract Price.

3. Regulatory Changes: The pricing, delivery obligations, and other terms set forth in this agreement, including any purchase orders already received but not yet fulfilled (“Existing Orders”), are based on applicable laws, regulations, duties, tariffs, and trade policies in effect as of the date of sale or order acceptance. If any Regulatory Changes occur after the date of order acceptance and results in increased costs or performance burdens to The Company, The Company reserves the right to:
a) Adjust the pricing accordingly to reflect the additional costs for both future and Existing Orders;
b) Modify delivery schedules or other performance obligations as reasonably necessary; and/or
c) propose reasonable alternates not impacted by regulatory changes
d) Cancel the affected portions of the agreement, including any unfulfilled portion of Existing Orders, if compliance would become commercially unreasonable or legally prohibited. 

4. Foreign Exchange Rate: All prices under this agreement, including for purchase orders already accepted but not yet fulfilled (“Existing Orders”), are based on the Baseline Exchange Rate. If, at the time of invoicing or prior to the release of equipment, the exchange rate fluctuates by more than 4% from the Baseline Exchange Rate, the Company reserves the right to adjust the pricing proportionally to reflect the increased costs of foreign-sourced equipment, or other currency-dependent expenses. In such cases, the Company shall notify the Buyer in writing of the adjustment, providing supporting calculations based on the Bank of Canada’s daily exchange rate at that time. The Buyer shall have 3 days to accept the revised pricing or propose reasonable alternatives in good faith. If no agreement is reached within 7 days, the Company may, at its sole discretion, cancel the affected portion of the order without The Company shall not release the equipment for shipment until the Buyer has confirmed acceptance of the adjusted pricing. An extreme exchange rate fluctuation exceeding 10% that increases the Company’s costs shall constitute a Force Majeure event. In such a case, the Company shall have the right to renegotiate the contract terms in good faith. If the parties fail to reach an agreement within 7 days, the Company may terminate the contract without penalty.

5. Vendor Price Increase Clause: If the Company’s vendor partners implement a significant price increase on materials, components, or products required to fulfill this agreement, The Company reserves the right to adjust the pricing accordingly. A significant increase is defined as an increase exceeding 5% from the cost basis at the time of order confirmation. The Company shall provide written notice, with supporting documentation, at least 30 days in advance, the grace period, allowing the Buyer the opportunity to make arrangements to accept the product early to avoid the increase. The Company may also propose reasonable alternates to avoid financial loss due to the price increase.  If no agreement is reached within the grace period, the Company may, at its sole discretion, cancel the affected portion of the order without liability.

6. Terms of Payment: Terms of payment are subject at all times to prior approval of the Company’s credit department. Terms of payment are net 30 days of the date of the invoice, unless previously otherwise agreed to in writing by the Company. If at any time the financial condition of the Contractor or other circumstance affecting the credit decision, in the Company’s opinion, does not justify continuance of production of products, shipment of products or provision of services, on the terms of payment specified, the Company may require full or partial payment in advance, or may, at its sole discretion, stop or delay production, shipment of products or provision of services.

In the event of default in payment, the Contractor agrees to pay all costs of collection incurred by the Company including, but not limited to, collection agency fees, lawyer/attorney fees (on a full indemnity basis), legal costs, and court costs. All past due amounts shall bear interest at a rate as follows, so long as it is in line with the Customer Credit Application: 

(1) 2% per annum above the prime rate for the first 60 days. 

(2) 4% per annum above the prime rate after the first 60 days. 

Such interest shall be compounded on a monthly basis. 

Where there is conflict between the Customer Credit Application and these Terms & Conditions as it relates to interest rates, the Customer Credit Application shall govern. 

7. Shipping Terms: All shipments will be made F.O.B. factory or warehouse with freight prepaid as quoted. The Company may ship the goods in one or more lots. Such lots may be separately invoiced and shall be paid for when due per invoice, without regard to subsequent Delay in the delivery of any lot shall not relieve the Contractor of its obligation to accept remaining deliveries. If, because of the Contractor, any shipment must be diverted or returned to the Company, the Contractor shall pay all demurrage, transportation and other costs incurred as a result thereof.

8. Storage: At the Company’s sole option, and without prejudice to its ability to pursue all available remedies for breach of this contract or these terms and conditions, if any goods purchased hereunder remained unclaimed by the Contractor for 30 days after written notification by the Company that they are ready for delivery, the Contractor shall owe the Company storage fees as negotiated, calculated per month.

9. Claims: Claims for damages or factory shortages will not be considered unless made in writing to the Company within five (5) days after receipt of the goods and must be indicated on the bill of lading, with pictures provided, and factory order numbers. For further clarity, The Company is not liable for indirect damages.

10. Termination by Contractor: The Contractor may cancel its order only with the prior written consent of the Company which must be given at least five (5) days in advance. The Company shall have full discretion of whether to consent to the cancellation; if it does not consent, the Contract remains in force including all its obligations therein. All cancellations will be subject to payment by the Contractor to the Company of reasonable and proper cancellation charges, as determined by the Company. The Contractor may return inventory stock items with the prior written authorization of the Company, subject to a 30% restocking fee and shipping costs. No returns of special or custom products will be permitted. No returns will be permitted more than sixty (60) days after delivery.

11. Termination by the Company: In addition to any remedies that may be provided under this Contract, the Company may terminate this Contract with immediate effect upon written notice to the Contractor if the Contractor:

(i) fails to pay any amount when due under this Contract and such failure continues for 30 days after receipt of the related invoice; or, 

(iii) becomes bankrupt or makes a general assignment for the benefit of its creditors, or if a receiver of the Contractor is appointed. 

The Company may terminate this Contract at any time for convenience, and the Contractor shall only be entitled to such goods and services as has been paid for at that time if the Contractor is in good standing under the Contract at the time of termination. 

12. Shipment Dates: Shipment dates are estimates only, and the Company cannot be held liable for any deviations from such estimates by the Company or shipping carriers. No contract has been made to ship in a specified time unless in writing and signed by two (2) authorized officers of the Company.

For clarity, the Company shall not be liable for any damages resulting from the disapproval of the Contractor by the Company’s credit department, or for any damages outside of the Company’s control, including, but not limited to, any act of God, act of the Contractor, governmental legislation or order, labour unrest, delay in transportation, or inability to obtain the necessary labour, materials, or manufacturing facilities. 

13. Product Changes: The Contractor shall communicate any change in the Specifications for any product. In the interest of continuous product improvements, the Company reserves the right to change specifications and/or design if required.

14. Limited Warranty: The Company manages the vendor warranties for patent defects on behalf of the customer. No warranty or guarantee is offered by the Company regarding labour provided, and the Contractor hereby indemnifies the Company from any claims regarding labour provided by the Company.

As an additional term of the warranty, the Company must receive a start-up information report for goods containing motor-compressors and/or furnaces from the Contractor. The registration/start-up form must be completed and returned to the Company within 5 days of original equipment start-up, or start-up date and ship date will be deemed the same for warranty determination, and the warranty shall expire twelve (12) months from that date. Goods sold under this agreement are warranted only to the extent that the manufacturer warranted them to the Company or directly to the Contractor. 

15. No Holdbacks: The Company does not accept any holdbacks from its billings (see “Terms of Payment” above). The Company is a supplier (not a “contractor” as defined in the “Construction Lien Act“) and is not subject to the holdback rules contained in the Construction Lien Act.

16. Start-up: A minimum two-week notification is required on all orders requiring start-up by the Company. Access to the roof may be required for startups

17. Indemnification and Waiver: The Company’s liability with respect to the goods and services sold hereunder shall be limited to the warranty provided under this Contract and shall not exceed the lesser of the cost of correcting defects in the goods sold or the original purchase price of the goods.

The Contractor agrees to indemnify and hold harmless the Company against all claims, demands, losses, costs, damages, or actions by third parties that arise out of or are attributable in any respect to the involvement of the Contractor and the Company as parties to this Contract. 

Under no circumstances is The Company liable to the Contractor or any other person or entity for special, incidental, consequential, punitive, exemplary or indirect damages, including loss of goodwill, loss of opportunity or profit. 

18. Project Design and Specifications: The Company does not accept any order subject to project design and specifications. The Contractor agrees to accept full and sole responsibility to determine whether the product ordered by the Contractor meets the design and specification requirements of its intended use.