Legal and policies
GRUNDFOS’ GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF PRODUCTS AND SERVICES
INTRODUCTION
1 APPLICATION
1.1 These General Terms and Conditions of Sale and Delivery of products and services (“General Terms and Conditions “) apply to the delivery by GRUNDFOS CANADA INC (“Grundfos”) of products, services, and products in connection with services to customer.
1.2 The parties will be deemed to have entered into an agreement, when one party’s offer is accepted by the other party, without reservations or alterations. Grundfos agrees to accept the customer’s offer to purchase Grundfos’ products or services on the express condition that the customer assent to the General Terms and Conditions. The offer, the acceptance, the General Terms and Conditions (irrespective of reference or not), and any other documents explicitly accepted by Grundfos, constitute the agreement for customer’s purchase of products or services (the “Agreement”).
1.3 Customer must ensure that Grundfos’ acceptance corresponds with customer’s offer. If customer fails to notify Grundfos of any non-correspondence without undue delay, Grundfos’ acceptance will be binding upon customer. Customer’s order confirmation or receipt of products or services, whichever occurs first, shall constitute acceptance of the Agreement.
1.4 The Agreement supersede any prior written or oral agreement, understanding, representation or promise, and any pre-printed or standard terms and conditions contained in customer’s request for quote, purchase order, invoice, order acknowledgement or similar document are of no force or effect. Grundfos’ acknowledgement of customer’s order shall not constitute acceptance of any terms and conditions contained therein, regardless of how such terms and conditions may be prefaced or described.
2 INFORMATION BY GRUNDFOS
2.1 Customer is encouraged to seek any necessary technical advice from third-party. Grundfos is not liable for information given to customer (or any third party acting on customer’s behalf) before, on or after the Agreement has entered into force, unless the parties have entered into a written agreement including Grundfos’ advice and separate payment for any such advice.
2.2 If the parties enter into an agreement based on advice from Grundfos, then Grundfos’ advice is given only within Grundfos’ field of operation, to Grundfos’ best knowledge at the time the advice was given and solely based on the information provided by customer to Grundfos.
3 GRUNDFOS’ INSPECTION
3.1 All products are subject to inspection and standard testing before dispatch from the factory. Grundfos may supply a test certificate on customer’s demand and at a charge requested by Grundfos. The test certificate is intended to establish the fact that products are manufactured following Grundfos’ specifications unless the products are disapproved by the test.
4 DELIVERY OF THE PRODUCTS AND TIME OF DELIVERY
4.1 Grundfos shall deliver all products at the place and time agreed in writing, provided that customer has ensured that all technical details and formalities concerning the execution of the Agreement are available to Grundfos.
4.2 If products are not delivered within 90 days after the agreed delivery date, customer may terminate for cause, by written notification, the part of the Agreement concerning products in delay.
4.3 If customer does not take delivery (fully or partly) on the date agreed, customer shall pay as if delivery had been made, and Grundfos is entitled to damages from customer for any loss suffered due to non-delivery including additional transportation and storage costs. Grundfos may alternatively terminate the Agreement (or part thereof) and claim damages from customer for any loss suffered caused by non-delivery, including any additional transportation costs.
4.4 Grundfos may deliver the products by instalments in any sequence.
5 RISK AND TITLE
5.1 Grundfos’ term of delivery of products is (Incoterms 2020) Delivered at Place (DAP) Grundfos Canada Oakville facility.
5.2 For products delivered in connection with service, the risk of loss of or damage to the products will pass to customer on completion of the services. However, if the products are delivered together with the services, but so that the products are temporarily placed at customer’s/end-user’s site until installation (without Grundfos being present at the site), the risk of the products passes to customer when Grundfos delivers the products to the site.
5.3 Ownership of the products will not pass to customer until Grundfos has received payment in full. If customer does not pay, Grundfos is entitled to take back the products at the sole cost of customer. Such retention of ownership does not affect the passing of risk.
6 EXAMINATION
6.1 Immediately upon delivery of products (not delivered and installed in connection with service),, customer shall examine the products for any visible defects, or shortage, and ensure that the delivered products comply with the order confirmation. If customer does not make such examination and notify Grundfos accordingly (if relevant) without delay, customer shall forfeit its right to claim any defects in the delivered products, which customer could have discovered during such examination.
SERVICE SPECIFIC REGULATION
7 DELIVERY OF SERVICES AND TIME OF DELIVERY
7.1 Grundfos shall perform the services professionally and skilfully.
7.2 Grundfos shall perform the services at the agreed place and time, provided that all technical details and formalities concerning the execution of the Agreement are available to Grundfos.
7.3 Grundfos shall perform the services during normal working hours (Mon-Fri 7:00am - 5:00pm). Outside regular hours , weekends and national holidays, premium will apply . The parties may agree that Grundfos shall perform work outside normal working hours; Grundfos will invoice for such hours at Grundfos’ applicable rates.
7.4 Clause 4.3 shall apply if customer does not take delivery of the services or part thereof as agreed.
7.5 Grundfos shall use commercially reasonable efforts to observe all customer’s health and safety rules and regulations, and any other reasonable security requirements that apply at customer's premises, which customer has communicated to Grundfos. Grundfos shall not be liable for any breach of its obligations under the Agreement, to the extent that such breach is due to Grundfos’ observation of customer’s health and safety regulations.
7.6 Unless otherwise agreed, Grundfos will perform the services by one person. In due time before Grundfos’ performance of the services, customer shall inform Grundfos, if the performance of services will require more than one person. If customer fails to do so, Grundfos may invoice all accrued costs to customer, also without completion of the services.
7.7 Grundfos shall be entitled to sub-contract any of its obligations without the consent of customer. Grundfos is liable for any acts or omissions of its sub-suppliers.
8 CUSTOMER’S OBLIGATIONS
8.1 Customer shall (at its sole cost) and where relevant ensure that its customers’ and end-users’:
(a) when applicable and requested by Grundfos complete the prework checklist prior to scheduling the work;
(b) co-operate with Grundfos in all matters relating to the delivery of the services;
(c) provide to Grundfos and its representatives access to customer’s premises and other facilities as reasonably required for the delivery of the services;
(d) provide adequate lighting, heating, power, ventilation and draining as per Grundfos’ reasonable requirements;
(e) inform Grundfos’ engineer or representatives on each visit about any unsatisfactory running or irregular performance of the product on which Grundfos is performing services;
(f) provide Grundfos with such documents, information, tools and materials required by Grundfos for the proper provision of the services (“In-Put Materials”) and ensure that the In-Put Material is accurate in all material respects;
(g) ensure that all In-Put Materials are in good working order and suitable for the purposes for which they are used in relation to the services;
(h) prepare and maintain the relevant premises for the supply of the services, including identifying, monitoring, removing and disposing of any hazardous materials following all applicable laws, before and during the performance of the services;
(i) inform Grundfos of all health and safety rules and regulations and any other reasonable security requirements that apply at customer’s premises;
(j) obtain and maintain all necessary permits, authorisations, licences, approvals, and consents and comply with all relevant legislation enabling Grundfos to - (i) deliver the services at customer’s premises and - (ii) to use the In-Put Materials;
(k) warrant that customer is the rightful owner of any equipment or system to be serviced; and
(l) to the extent that it may interfere with the performance of the services, not provide or grant access to any equipment or system to be serviced to any third party for examination or disassembly.
GENERAL REGULATION
9 PRICE
9.1 All prices effective in Canada only. Unless otherwise agreed, prices are in Canadian dollars and payment must be made in Canadian dollars.
9.2 Prices as set forth in the price lists are subject to change by Grundfos without notice, unless Grundfos has agreed in writing to maintain a specified price for a stated period. Customer orders which call for further shipment at customer's option will be filled at prices in effect at the time of shipment unless otherwise agreed upon in writing - every effort will be made to notify customers in advance of price changes. Grundfos reserves in the right to correct errors at any time. Representatives and distributors have the right to set resale prices to their customers.
9.3 Advertised prices must follow the Grundfos Canada IMAP policy grundfos.channelsync.com
9.4 Other prices for the products and services are as stated by Grundfos in the Agreement.
10 QUOTATIONS
10.1 Any written quotations or drawings submitted remain the property of Grundfos. These documents contain confidential information and are loaned to the Buyer on the condition that it and its representatives have, by receiving them agreed not to, without permission, reproduce or copy them in whole or in part, or to disclose information from them to others. All quotations are issued for acceptance, by the Buyer within thirty (30) days from date of issue unless otherwise specified in writing.
11 ORDERS
11.1 Orders are subject to approval and acceptance at the Grundfos main office in Oakville, Ontario.
11.2 Orders are subject to continuous credit approval by Grundfos.
11.3 Grundfos objects to and is not bound by any term or condition on the Buyer's order, which is different from or in addition to the terms and conditions of Grundfos. Grundfos agrees to sell to Buyer on the express condition that the Buyer assent to Grundfos General Terms and Conditions of Sale as set forth in this document.
11.4 Expedited Orders – Grundfos reserves the right to charge for guaranteed same or next day shipments. Grundfos intends to ship products at the required time as expressed on the order. If orders are expedited, dates will be only verified and supported with Grundfos selected carriers.
11.5 Will Call - Grundfos will use commercially reasonable efforts to deliver product as requested by the customer and thus will accept requests to use customer carriers. Grundfos accepts no liability for damaged goods with these carriers and expects the requested carrier to pick up within 48 hours of notifying the customer / carrier for pickup. If goods are not picked up in 48 hours Grundfos reserves the right to select another carrier and charge freight on the invoice.
11.6 Cancellations - Oral or written orders that have been approved and accepted by Grundfos are firm commitments and are not subject to cancellation without written consent of Grundfos. If an order for a special construction or specialty ordered item is cancelled, there will be a minimum 50% cancellation charge plus any rush or air freight charges incurred by Grundfos.
11.7 Small Orders – Orders less than $25.00 received on extranet or EDI will be up charged to $25.00; orders received by other means less than $25.00 will be up charged to $100.00.
12 LOSS, DELAY OR DAMAGE
Estimates of order shipping date are based on conditions at the time the estimate is made. If orders ship later than the estimated date, Grundfos shall not be liable for any loss, delay or damage resulting from causes beyond its reasonable control, whether foreseeable or unforeseeable, including but not limited to those caused in whole or in part by strikes, boycotts, fire, labor shortages or disputes, acts of vandalism, acts of god, governmental requirements, accidents, wars, delay of carriers, or force majeure.
13 FREIGHT POLICY
13.1 All merchandise is shipped DAP. Oakville, Ontario (Grundfos warehouse). Orders will be shipped prepay & add; however, Grundfos may agree to ship collect if so requested by the Buyer. Orders may qualify for prepaid freight (See “Prepaid Freight” below)
13.2 Prepaid Freight
Shipments qualifying for prepaid freight charges will only be made to common carrier points within Canada. Grundfos reserves the right on freight-prepaid shipments to determine the method of transportation and shipment routing. If the Buyer requires special routing, Air Shipment or other method of transportation, the Buyer shall pay for additional expenses incurred above the normal Grundfos shipping practice. 14 CLAIMS
All products are shipped at Customer’s risk and should be examined carefully as to condition and quantity before any receipt is given to a transportation company. Buyer should make a notation of products delivered in a damaged condition on the original freight bill and notify the local agent for the transportation agency, in order that proper claim may be filed for restitution. (No claims for shortages will be allowed by Grundfos unless reported in writing within fifteen (15) days from the date of shipment.)
15 RETURN OF MERCHANDISE
15.1 Returns to Stock - All merchandise being returned to Grundfos for any reason must be accompanied by a Return Material Authorization Form (“RMA”) issued by the Customer Service Department in Oakville, Ontario. RMA’s are valid for 90 days.
15.2 Any product returned without an RMA number may be refused by the Grundfos receiving department.
15.3 To be eligible for return, the product must be listed in the current Grundfos price list.
15.4 All credits will be processed based on the net price at the time that the product was purchased from Grundfos.
15.5 Product eligible for return must have a date code less than 18 months from the date of manufacture.
15.6 Product must be in original packaging, not previously been installed and not modified by the customer in any way.
15.7 Any product that has been specialty built or modified (i.e. impeller has been trimmed) will not be accepted for return by Grundfos.
15.8 Items returned with no RMA issued or an expired RMA will incur a minimum of 50% restocking charge.
15.9 Restocking Charges - All returned merchandise shall be shipped to Grundfos in Oakville; freight prepaid by the Buyer, and shall be subject to a minimum 30% restocking charge. The Buyer is also responsible for any additional charges deemed necessary by Grundfos in order to bring returned merchandise to a saleable condition. Obsolete or heavily damaged merchandise will not be accepted.
16 TERMS OF PAYMENT
16.1 Grundfos will invoice customer upon delivery as per credit terms indicated on invoice.
16.2 If customer does not pay on the due date, Grundfos may, with no effect on any other right or remedy that Grundfos may have under applicable law, claim payment for reminders, collection charges and interest. Interest is fixed at the highest of 2 % per month (24% per annum) or the highest interest rate under applicable law. Interest will accrue daily from the due date until actual payment of the overdue amount. Grundfos may also (i) make further supply subject to guaranteed payment and suspend other deliveries until customer has provided the guarantee required by Grundfos; or (ii) suspend the provision of further deliveries until customer has paid the overdue amounts in full.
16.3 If customer does not pay overdue invoices (despite one reminder) or in the event of termination of the Agreement, then all payments payable to Grundfos, become due for immediate payment.
17 TAXES
17.1 Any amount payable by customer is exclusive of all goods and services tax/harmonized sales tax (“GST/HST”), Quebec sales tax (“QST”), provincial sales tax (“PST”) and any other local taxes or charges applicable to the sale of the products, services and products in connection with services by Grundfos to customer. Customer shall pay all such GST/HST, QST, PST and other taxes in addition to, at the same time as, the payment due for related products or services.
17.2 If any payment made by Grundfos or customer as the result of a breach, modification or termination of the Agreement is deemed by the Excise Tax Act (Canada) to include GST/HST, or is deemed by any applicable provincial or territorial legislation to include a similar value-added or multi-staged tax, the amount of such payment shall be increased accordingly.
18 WARRANTY
THE WARRANTY
18.1 Grundfos warrants to deliver the products and services in accordance with the Agreement. product is defective only if it is not delivered in accordance with the Agreement due to faulty material, design or manufacturing on the part of Grundfos or a third party acting on Grundfos’ behalf.
18.2 Products, which are sold but not manufactured by Grundfos, are subject to the warranty provided by the manufacturer of said products and not by Grundfos’ warranty
18.3 Without altering the general nature of Clause 18.1, damage is not covered by the warranty if due to (including); ordinary wear and tear; use of the products for applications for which they are not intended; installation of the products in an environment not suitable for the products in question; modifications, alterations or repair of the products or services undertaken by customer or a third party (not acting on Grundfos’ behalf); failure to follow Grundfos’ instructions, e.g. in its installation-, operation-, maintenance- or service manual; installation, commissioning, operation (e.g. use of any Grundfos product outside its specifications) or maintenance not in accordance with Grundfos installation-, operation-, maintenance- or service manual or with good industry practice; use of faulty or inadequate ancillary equipment in combination with the products or services; the application of spare parts of poor quality (excluding the application of any Grundfos original spare parts); accidental or intentional damage or misuse of the products or services by customer or third party (not acting on Grundfos’ behalf); and customer’s or its own product’s non-compliance with applicable law and regulation. In addition, the warranty does not cover that a product is fit for a particular purpose or will be able to meet its specifications in the actual application.
WARRANTY PERIOD
18.4 For the warranty to apply, customer must notify Grundfos of a defect without undue delay after customer becomes or should have become aware of the defect, and (i) for products, customer must in every respect notify Grundfos no later than 24 months from the date of invoice however not exceeding 30 months from the date of production, and (ii) for services, customer must notify Grundfos no later than 12 months from the performance of the services (the “Warranty Notification Period”).
18.5 In case of remedy of defects, the Warranty Notification Period related to the product and services as such remains the same after remedy, however
(a) if part of a product is repaired or replaced, the Warranty Notification Period concerning such repaired/replaced parts is 12 months from the date of repair or replacement, provided that the 12 months’ period does not expire before the expiry of the initial Warranty Notification Period for the product, and
(b) if the whole product as such (e.g. a pump) is replaced, a new Warranty Notification Period of 24 months from the date of delivery however not exceeding 30 months from the date of production of the replaced product applies.
REMEDY OF DEFECTS
18.6 Subject to the terms of the Agreement, Grundfos shall remedy defective (parts of a) product or services covered by the warranty. Grundfos decides whether Grundfos remedies by repair or replacement (in whole or part) of the defective (part of the) product or services. Grundfos remedies defects as soon as possible within normal working hours.
18.7 Place of remedial works is as follows:
(a) For products with a motor with an electrical power of less than 7HP (including products without a motor) and products delivered in connection with services, customer must return the defective product to Grundfos’ workshop for repair or replacement, unless Grundfos decides that the remedial works will take place at the place of delivery or the site of the end-user.
(b) For products with a motor with an electrical power of 7HP or greater Grundfos inspects and repairs or replaces the defective product at the site of installation, subject to clause 18.11.
(c) For services, Grundfos inspects and repairs or replaces the defective services at the site of installation of the end-user.
18.8 Grundfos shall cover its costs for repair or replacement of defective products DAP Grundfos’ factory or authorized service station,
18.9 However,
(a) Customer covers any expenses for dismounting and mounting.
(b) Customer covers Grundfos’ expenses related to waiting time caused by customer.
18.10 Unless requested by Grundfos, the product may not be disassembled prior to remedy. Any failure to comply herewith will render the warranty void.
18.11 Grundfos may refuse – and will not be liable, in contract, tort (including negligence), extra-contractual liability, breach of statutory duty or otherwise – to remedy defects, if Grundfos considers that such remedy may cause harm to the environment or injury to people.
18.12 The sole and exclusive remedy under this warranty is repair or replacement of products or services as set out above. The above warranty is in lieu of all other warranties, express or implied, including, without limiting the generality of the foregoing, any statutory warranty or condition of merchantability, durability, or fitness for a particular purpose, which are specifically excluded. Subject to Grundfos’ obligations under Clause 21.1, Grundfos has no other or further liability to customer whether for breach of agreement, breach of statute, tort (including negligence), or otherwise in respect of any alleged defect in a product or service.
19.1 Grundfos assumes liability for personal injury (including death or injury), caused by defective products to the extent set out in applicable mandatory law on product liability. Grundfos’ liability for damage to real and personal property (not being consumer property) caused by a defective product is subject to the limitations in Clause 20, however, so that Grundfos’ total liability as described Clause 20.2 for damage to real and personal property is limited to a maximum amount of the higher of 4.5 million Canadian dollar (per claim and in the annual aggregate) and the amount set out in Clause 20.2. Customer assumes all product liability, which is not allocated to Grundfos in this Clause 19.
19.2 If a party is held liable for damages allocated to the other party in Clause 19.1, then the other party shall indemnify the first party for any amount paid inconsistently with the allocation in Clause 19.1.
20.1 To the fullest extent permitted by applicable law, neither party is liable (in contract, tort (including negligence), extra-contractual liability, breach of statutory duty or otherwise for any claim or demand) for loss of production, loss of turnover, loss of profit, loss of business opportunity, loss of data, loss of savings, loss of goodwill, loss relating to unauthorised access to data or systems, loss as a result of business interruption, or any other indirect, consequential or punitive losses of any kind whatsoever arising under, relating to or in connection with the Agreement or a breach hereof. Grundfos is not liable for any liquidated damages, penalties and similar contractual liabilities levied against the customer by a third party.
20.2 To the fullest extent permitted by applicable law, Grundfos’ total liability (including in regard to payment of liquidated damages(if any) and third-party claims) towards customer in respect of all losses arising under or in connection with the Agreement and the cooperation, whether in contract, tort (including negligence), extra-contractual liability, breach of statutory duty or otherwise, will not exceed an amount equal to 30 % of the total amount paid or payable by customer under the Agreement (excl. any VAT and taxes) on which the claim is based.
20.3 The limitations set out in Clause 20.1 and 20.2 do not apply if an act or failure to act of a party causes personal injury; or if a party intentionally or in gross negligence causes the other party to suffer a loss.
20.4 The parties agree that the price for the products and services reflects the balance of the parties’ rights and obligations under the Agreement, including also the limitations in Clause 20.
20.5 If customer bases a claim on losses deriving from more than one agreement or from one or more agreements in combination with a Grundfos company’s delivery of products or other services, then Grundfos’ total liability (if any) will be allocated to the different supplies based on each such supplies’ contribution to the claimed losses. Each allocated part of the total liability will be determined in accordance with the legal basis applicable between the parties for the said part of the total losses, including any agreed limitation of liability.
21 INTELLECTUAL PROPERTY RIGHTS
21.1 Customer shall use the products in a manner that does not infringe third party rights.
21.2 Nothing in the Agreement or otherwise transfers or assigns any intellectual property rights, in or arising out of or in connection with the products or services and in any manuals or documentation given by Grundfos to customer.
22 INDEMNIFICATION
22.1 With respect to any Proceeding brought by someone other than customer against Grundfos and that arises out of or in connection with the Agreement, the corporation or customer’s purchase or use of the products and/or purchase of services, customer shall indemnify Grundfos against all Losses arising out of that Proceeding, except to the extent that Grundfos negligently or intentionally caused those Losses. “Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or another proceeding. “Losses” mean any litigation expenses (including any reasonable out-of-pocket expense incurred in defending a proceeding or in any related investigation or negotiation) and any loss (including any amount awarded in, or paid in settlement of, any Proceeding).
22.2 Notwithstanding Clause 22.1, under no circumstances will Grundfos’ liability for any product liability claim brought by a third party alleging personal injury (including death) or damage to real and personal property exceed the greater of 4.5 million dollars (per claim and in the annual aggregate) and the amount set out in Clause 20.2. Customer shall indemnify Grundfos against all Losses exceeding that amount, regardless of whether the Losses were caused by Grundfos.
23 DRAWINGS AND DESCRIPTIONS
23.1 Any information of weight, dimensions, capacity, price, technical and other data given in catalogues, leaflets, circular letters, advertisements, pictures and pricelists is approximate only.
23.2 All drawings and descriptions supplied by Grundfos remain the property of Grundfos and may not be copied, reproduced, passed on to or in any other way communicated to a third party without permission from Grundfos. Customer receives the ownership of drawings and descriptions necessary for the proper installation, starting, operation and maintenance of the products. Upon Grundfos’ demand, customer shall treat these data confidentially.
24 CHANGES
24.1 Grundfos shall have the right to make any changes to the products and services, which are necessary to comply with applicable law or safety requirement, or which do not significantly affect the nature or quality of the products and services negatively. If Grundfos requests other changes, customer shall not unreasonably withhold or delay consent to such requests.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, prices, inventions, processes, initiatives and any other information concerning the disclosing party's business, its products and services which are of a confidential nature (confidential information) and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors (representatives). The receiving party shall not use confidential information of the disclosing party for purposes other than the performance of its obligations under the Agreement, including (except as permitted by applicable law) not to reverse engineer the products and any software in the products. The receiving party may only disclose confidential information to those of its representatives who need to know to discharge the receiving party's obligations and rights under the Agreement and shall ensure that such representatives comply with the obligations set out in this Clause 25 as though they were a party to these terms.
25.1 The obligations under this Clause 25 apply from the execution of the Agreement and – subject to applicable law – for a period of 5 years after the Agreement expires or is terminated.
26.1 Neither party will be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure results from a hindrance beyond its reasonable control (“Force Majeure”). In the event of a Force Majeure, the parties agree to suspend the affected party's obligations until the Force Majeure situation ceases to exist.
26.2 Either party may terminate the Agreement with immediate effect upon notice to the other party if the period of Force Majeure continues for a period of 3 consecutive months. In case of termination due to such circumstances, neither party shall be liable to the other for such termination. However, such termination will not affect any pre-existing liabilities or claims or any other provisions of the Agreement.
27.1 If a party materially breaches its obligations under the Agreement, the other party may, with no effect on its other rights and remedies, terminate the Agreement for cause with immediate effect, if either such material breach is incapable of remedy; if the defaulting party to the Agreement has failed to remedy within 30 days after receiving notice requiring it to do so; or if – for material breaches that due to their nature are incapable of remedying within the 30 days period – such remedy has not been initiated within 30 days after receiving notice requiring it to do so. The above-mentioned does not affect any other termination rights given under the Agreement.
27.2 Termination of the Agreement (regardless of the cause) will not affect those provisions of the Agreement which, by nature or necessity, provide that they operate after any expiration.
28 PERSONAL DATA
28.1 Grundfos processes personal data following applicable data protection laws. To learn more visit Grundfos’ website where the Grundfos privacy notice is available.
29 MISCELLANEOUS
29.1 The Agreement may not be transferred or assigned in whole or in part by operation of law or otherwise by customer, without the prior written consent from Grundfos. Without prior notice, Grundfos may assign rights and obligations under the Agreement, including the General Terms and Conditions, to any company within the Grundfos group.
29.2 The products must bear a Grundfos nameplate, including Grundfos’ trademarks. A party does not have the right to use the other party’s trade names, trademarks, logos or other signs or identification symbols unless the prior written consent of the other party.
29.3 Capitalised words and phrases not otherwise defined in these General Terms and Conditions have the same meaning in all parts of this Agreement unless the context dictates otherwise.
29.4 A quotation by Grundfos is valid for a period of 30 days from the date of issuance unless Grundfos has specified otherwise in the quotation. Grundfos reserves the right to alter quotations before the expiry of the validity period if customer has not placed a purchase order.
29.5 Grundfos may at any time without being liable correct typographical, clerical or other errors or omissions in sales material, quotations, price lists, order confirmations, invoices or other documents or information issued by Grundfos.
29.6 The Agreement may not be amended, supplemented, changed or modified, except by an authorized representative of Grundfos.
29.7 If any provision or provisions of these General Terms and Conditions shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
29.8 The parties hereto have expressly requested that the Agreement and ancillary documents be drafted in English. Les parties aux présentes ont expressément requis que le présent contrat et les documents y afférant soient rédigés en langue anglaise.
30 EXPORT CONTROL AND SANCTIONED PARTIES
30.1 Any delivery covered by the Agreement may be subject to export control and trade sanction rules, including such rules of among others Canada, the European Union, United Nations and the United States of America.
30.2 It is a condition for Grundfos’ delivery of products and services to customer that customer complies with all applicable export control and trade sanction rules, including having relevant compliance procedures and controls.
30.3 If due to export control and trade sanction rules, Grundfos considers that it is or will be prohibited, hindered, restricted or significantly adversely affected in complying with its obligations under the Agreement, Grundfos may cancel or postpone the delivery of the products or services. In such cases, Grundfos will not be liable for any direct or indirect claim or loss.
30.4 To enable authorities or Grundfos to conduct checks on customer’s compliance with the export control and trade sanction rules, or in support of Grundfos' applications to the appropriate authorities in connection with the export and/or sale of the products and/or services under the Agreement, customer shall - upon reasonable request from Grundfos - promptly provide to Grundfos all information on the particular end-user, the parties involved in the delivery, the particular destination(-s) and the particular intended use of the products and/or services.
31 LAW AND VENUE
31.1 The Agreement, and any dispute or claim arising out of or in connection with it or its formation (including non-contractual disputes or claims) is governed by and constructed in accordance with the laws of province of Ontario and the federal laws of Canada applicable therein, without reference to the conflict of laws or principles thereof which may cause the application of the laws of another country.
31.2 The parties agree that all actions or proceedings arising directly or indirectly out of a sale of products from Grundfos to customer shall be litigated only in courts located within Ontario, and customer consents to the jurisdiction of any such local, provincial, or federal court.