Terms of Service

1. GENERAL

In the following terms and conditions, (hereinafter referred to as the “General” Conditions) TRC HYDRAULICS INC. is referred to as “TRC”, and is the provider of the goods or services (hereinafter referred to as the “Work”); and, the party requesting and receiving the Work is referred to as the “Customer”. Acceptance of a quotation by the Customer or the commencement of the Work by TRC shall constitute acceptance of these General Conditions, which shall apply to and govern the Work, including any extras and additional work subsequently ordered by the Customer. These General Conditions and all other documents referenced herein shall be hereinafter referred to as the “Contract”. These General Conditions apply to all work provided by TRC to the Customer and the Customer specifically agrees and acknowledges that, unless TRC agrees in writing to a modification of these General Conditions, these General Conditions apply and take precedence over any Customer’s Terms or Conditions whether set out in Customer’s Purchase Documents or otherwise.

2. CHANGES

Prior to the delivery of any product or service, the Customer shall have the right to make changes to its order provided that TRC receives written notice of the desired changes and accepts the same and provided that the Customer accepts the additional charge as determined by TRC. Failure of TRC to accept the Customer’s request to change its purchase order shall not be cause for Customer’s cancellation of its order except upon payment of a cancellation charge to be determined by TRC.

3. CANCELLATION

Any order or Work placed by the Customer and accepted by TRC may not be cancelled unless and until agreed to in writing by TRC. Any cancellation agreed to is subject to reasonable charges based upon expenses already incurred and commitments made by TRC in respect to the Work.

4. RETURNS

No products or Work may be returned for credit without TRC’s specific written approval in advance of return. Items acceptable for return will be subject to inspection and restocking charges.

5. PAYMENT

Unless otherwise provided all invoices shall become due and payable within thirty (30) days from receipt of the Work. Interest will be charged and payable by the Customer at the rate of two (2) percent per month.

6. TAXES

Unless otherwise stated in the Contract, all sales and use taxes, including HST/GST , are not included in the price and, if applicable, must be paid by the Customer..

7. LIMITED WARRANTY

  • A. TRC warrants that it shall carry out the Work in a good and workmanlike manner using qualified personnel, and in the performance of the Work shall meet the standards of care, skill and diligence normally met by qualified service providers providing similar services in Canada at the time the Work is performed. TRC warrants that the Work will be free from any defect, error or omission (collectively referred to herein as “Defect”) under normal use, given proper installation and maintenance, for a period of ninety (90) days from date of completion of the Work and delivery to the Customer. The liability and obligation of TRC to the Customer in respect of any Defect in the Work shall be limited, at TRC’s option, to the correction of the Defect or the re-performance of the Work, FOB TRC’s facility, provided the Customer advises TRC, in writing, of the alleged Defect within two (2) business days after it becomes known to the Customer.

    If it is necessary for TRC to undertake its inspection of the alleged Defect at the Customer’s premises, Customer agrees to reimburse TRC for all costs incurred in undertaking said inspection if the inspection subsequently determines that the alleged Defect is not covered under this Limited Warranty.

  • B. TRC does not warrant or provide any other types of representation with respect to the Work under the Contract, including any warranty or merchantability or fitness for any particular purpose. Customer’s sole warranty with respect to Materials and Equipment provided as part of the Work, if any, shall be that warranty provided by the manufacturer of the Materials or Equipment.
The warranties, obligations and liabilities of TRC and remedies of the customer set forth in this Section 7 are exclusive and in substitution for, and the Customer hereby waives, releases and renounces, all other warranties, obligations and liabilities of TRC, express or implied, arising by law or otherwise, with respect to breach of warranty contained in this section 7.

8. DEFAULT

If the Customer defaults under the Contract by failing to make payments as required or commits any other breach of contract, TRC may, without notice and without prejudice to any other right it may have under the Contract, at common law or otherwise, suspend performance of the contract and/or terminate the whole or any part of the Contract.

9. IMDEMNITY

The Customer shall indemnify and hold TRC harmless from and against any and all claims, demands, causes of action, loss, cost, damage and expense arising out of or in connection with the performance or non-performance of the Work (“Claims”), irrespective of the cause of the Claims including the negligence or other fault of TRC, or strict liability, and regardless of whether the action or claim is based on contract, tort, statute or otherwise, including, without limitation, Claims arising from injuries (including death) to any person (including employees of TRC and the Customer) and loss of or damage to property, in any way sustained, or alleged to have been sustained, in connection with or arising out of the performance or non-performance of the Work by TRC, it agents, employees or subcontractors.

Notwithstanding any provision to the contrary, TRC shall not, in any event, be liable to the Customer for the indirect, consequential or economic losses or damages suffered by it, including, but not limited to, loss of profit or anticipated profit, loss of revenue, loss of savings, loss of sales, loss of margin, loss of use, loss of product, vessel downtime, loss of production or facility downtime, increased cost of working, loss of contract, loss of business, lost business opportunities, or business interruption regardless of cause and even if caused or contributed to by the negligence, fault, strict products liability, or breach of duty, statutory or otherwise of TRC, and whether or not foreseeable, and Customer hereby releases TRC in this regard.

10. FORCE MAJEURE

If the performance of any part of the Contract is prevented, hindered or delayed by reason or any cause or causes beyond the reasonable control of TRC, TRC shall be excused from such performance to the extent that it is necessarily prevented, hindered or delayed thereby during the continuance or any such happening or event, and the Contract shall be deemed superseded as long as and to the extent that any such cause prevents or delays its performance.

11. LIMITATION OF LIABILITY

In no event, irrespective of cause, including negligence or other fault or strict liability, and regardless of whether the claim is based on contract, tort, statute, or otherwise will TRC’s liability arising from any default or non-performance under the Contract exceed the amount paid to TRC by the Customer (the “Contract Price”).

12. TITLE

Risk of loss shall pass to the Customer upon delivery by TRC. Ownership shall pass upon full payment of product or service by the Customer to TRC.

13. WAIVER

The failure to exercise any right or the waiver of a breach of any provision of the Contract shall not be deemed a waiver any subsequent breach of such provision or any other provision.

14. PRIORITY

In the event of conflict or inconsistency between different parts of the Contract, the order of priority will be as follows:
  • A. Provisions set out on the written Quotation by TRC, if any.
  • B. These General Conditions; and
  • C. Other Contract documents, if any.

15. ASSIGNMENT

The Contract shall not be assigned by the Customer without the prior written consent of TRC.

16. SUCCESSORS AND ASSIGNS

The Contract shall ensure to the benefit of, and is binding upon, the parties hereto, their successors and permitted assigns.

17. GOVERNING LAW

The Contract shall be interpreted, construed, governed by, and the relations between the parties are to be determined in accordance with the laws in force in the Province of New Brunswick and the parties agree to submit to the exclusive jurisdiction of the Courts of such province.

18. ENTIRE AGREEMENT

The Contract shall constitute the entire agreement between the parties with respect to the subject matter and supersedes all previous communications, representations or understandings, whether oral or written.