Terms & Conditions
BY ORDERING PRODUCTS (DEFINED BELOW) FROM HYDROLICO, THE CUSTOMER (DEFINED BELOW) AGREES TO THESE TERMS, WHICH, TOGETHER WITH ANY PURCHASE ORDER (DEFINED BELOW) AND ALL PRODUCT SPECIFICATIONS (DEFINED BELOW) PROVIDED OR SIGNED BY THE CUSTOMER AND ACCEPTED BY HYDROLICO, COLLECTIVELY FORM A BINDING AND ENFORCEABLE AGREEMENT BETWEEN HYDROLICO AND THE CUSTOMER.
These Terms modify and replace the existing Hydrolico Terms and Conditions. These Terms come into effect on May 1, 2023.
Unless the context requires otherwise, the following words or phrases, when capitalized, have the meaning ascribed to them below.
2.1 Purchase Order
“Purchase Order” means all documents titled “Purchase Order” and any other order request confirmation, including signed drawings, online orders, fax orders, email orders, letters, and telephone confirmations.
“Customer” means the customer named on any purchase order or supply agreement for any product, and includes individuals, as well as any business or other person that the individual represents.
“Products” or “Product” means all hydraulic components manufactured or distributed by Hydrolico and all other goods purchased by Bailey for resale, as well as all services provided by Hydrolico in connection with any Products.
2.4 Product Specifications
“Product Specifications” means all descriptions, documents, images, drawings, manuals, instructions, and warnings that in any way describe or specify the design, function, appearance, materials, use, operation, maintenance, disposal, disassembly, or demolition of any Product supplied by Bailey.
3 No Variation of the Terms
The Product supply arrangement between Hydrolico and the Customer is subject to and governed by these Terms. Any variation of these and any additional or different terms or conditions on any document submitted by the Customer are hereby expressly rejected. All orders are subject to acceptance by Hydrolico and all accepted orders are governed by these Terms. Any representation, current transaction, or promise or condition or commercial use not incorporated herein is not binding on Hydrolico. In the event of a conflict between the Terms and any Purchase Order, these Terms will prevail.
4 Ordering Procedures
The Customer places orders with Hydrolico using a Purchase Order. The Purchase Order must include the order number, the products to be supplied, the prices, the quantities, the required date, the place of delivery and the Customer's contact information.
By placing an order for Products with Hydrolico, the Customer states and warrants that he has the authority to enter into a legally binding agreement on behalf of any entity or other person that he represents.
Upon receipt of the Purchase Order, Hydrolico will confirm in writing its acceptance or refusal of the Purchase Order.
The Purchase Order will include the terms and conditions set out in these Terms without the need to expressly refer to them.
Within five (5) business days of its acceptance, Hydrolico may refuse a Purchase Order if additional information is required or if Hydrolico is unable to provide the products ordered within the timeframe set out in the Purchase Order. If applicable, Hydrolico will notify the Customer in writing of its refusal of the Purchase Order.
5 Product pricing
All Products will be invoiced in accordance with Hydrolico's price schedule in effect at the time of the order.
The prices indicated in the price schedule do not include taxes. All sales, use, excise, property, business and other applicable taxes are the responsibility of the Customer and payable by the Customer to Hydrolico. If the Customer requests an exemption from any taxes, the Customer must provide written proof of the exemption and indemnify and hold Hydrolico harmless with respect to such taxes, interest, and penalties. Products may also be subject to import taxes, customs duties, and/or fees imposed by government regulations. These costs are the responsibility of the Customer and will be additional costs unless otherwise specified.
All prices on orders that have not yet been processed and accepted are subject to change without notice. Hydrolico reserves the right to correct any printing errors on the website or catalogue. Mixing of Product quantities to obtain volume discounts is only allowed on certain Products and will be done so at Hydrolico’s sole discretion.
Hydrolico reserves the right to charge a non-refundable deposit for custom-made Products and/or Products that are shipped quickly. These deposits must be paid before Hydrolico begins production. If the Customer attempts to cancel or terminate an order for a custom-made Product, Hydrolico will keep the deposit as damages and not as a penalty. Notwithstanding the above, the Customer may not cancel or terminate an order for a Custom Product if the production of the Product has begun.
Unless otherwise agreed in writing by Hydrolico at the time of order processing, payment for all Products must be made prior to shipment. Hydrolico offers certain credit facilities through its credit department, which are subject to acceptance by Hydrolico and the credit terms are at its sole discretion.
Hydrolico International Inc.
55 rue Théodore-Viau, Terrebonne, QC J6Y 0J8, Canada.
Hydrolico may suspend or delay the manufacture and/or shipping of subsequent Products, or cancel or terminate pending orders due to late payments by the Customer. The Customer will reimburse Hydrolico for all damages incurred by Hydrolico as a result of such delay, cancellation or termination. The balance of the unpaid bills will increase at an interest rate of one percent (1%) per month (12% per year).
All products will be delivered FOB to the Hydrolico shipping point by Incoterm. Hydrolico will determine the shipping and delivery method unless a prior written agreement between Hydrolico and the Customer is in place. All shipping and delivery dates provided by Hydrolico are approximate. Hydrolico shall not be held liable for delays in the delivery of any product for any reason or for the costs associated with this. Hydrolico shall not be responsible for handling fees or other transportation costs or incidental expenses.
The Customer bears all the risks of loss of the Products, upon delivery by Hydrolico to the carrier or upon collection by the Customer at the Hydrolico warehouse. The Customer will be responsible for filing and pursuing claims with carriers for loss or damage to Products in transit. Hydrolico makes no representation with respect to the authorizations that may be required to ship Products and assumes no responsibility in this regard. The Customer undertakes to carry out the checks and to obtain all the authorizations that may be required for transport.
Hydrolico may deliver the Products in several batches and bill each batch separately. Any request by the Customer to cancel part of an order prior to delivery must be made in writing. The Customer will pay the full cost of completed custom orders and stored custom components. Items held at Hydrolico at the request of the Customer or as a result of a failure by the Customer will incur storage fees of five percent (5%) per month of the total amount of the Purchase Order. Any order shipped by Hydrolico and refused by the Customer will be treated as a Product return. Special orders and/or Custom Products, including but not limited to cut rods and tubes, cannot be cancelled. Hydrolico may, without prejudice to any other right or remedy, cancel any order from the Customer or postpone shipping in the following events:
- the Customer does not pay the amount due to Hydrolico by the due date;
- the financial situation of the Customer is unsatisfactory to Hydrolico, at our sole discretion;
- the Customer does not comply with any applicable law, rule, or regulation; or
8 Product Returns
Product returns are authorized at Hydrolico's sole discretion. The Customer must not return products without the prior written authorization of Hydrolico and without marking such return with a Hydrolico Return Merchandise Authorization (“RMA”) number provided by Hydrolico for such return. RMAs can only be obtained from Hydrolico by calling (450-628-6644) or 877-628-6644, or by making a request via email to firstname.lastname@example.org. The Customer shall assume all risks associated with the return of any Product. Returned Products must be received by Hydrolico within forty-five (45) days of receipt of the Product by the Customer, at the location designated by Hydrolico. Returned Products must not have been used, and must be free from any damage, be safely packed and marked with the name of the Customer and the RMA issued by Hydrolico.
Credit for any returned Product, if such credit is due, will be issued based on the lesser of the original invoice price or the current selling price. The issuance of a credit is contingent upon Hydrolico’s satisfaction upon receipt of the Product and compliance with the return procedures provided in the previous paragraph.
Special orders and Custom Products, including but not limited to cut rods and tubes, cannot be returned. Hydrolico may charge the Customer a restocking fee, which shall not exceed twenty percent (20%) of the amount initially invoiced to the Customer for the returned Product, in addition to all shipping costs (including, for greater certainty but not limited to, any applicable taxes or customs duties). This invoice is due within fifteen (15) days of receipt. The payment terms of article 6 apply with the necessary adjustments.
9 Custom Products
Hydrolico may choose to prepare one (1) or more drawings for the design of Customized Products on behalf of the Customer based on the Customer's design and instructions. Hydrolico will provide a copy of these drawings to the Customer as a submission for the manufacturing of a Custom Product. To accept Hydrolico's submission, the Customer must sign and return the drawings to Hydrolico by email or by any other method acceptable to Hydrolico. The Customer’s signature on these drawings will constitute a verification by the Customer that Hydrolico’s design of the Custom Product meets the Customer's requirements. In the event that the Customer provides one (1) or more of its own drawings for Hydrolico to manufacture a Custom Product, Hydrolico may make necessary changes, consistent with Hydrolico's design and manufacturing capabilities, and subsequently provide the Customer with drawings approved by Hydrolico for Customer's acceptance and signature. Drawings signed by the Customer in accordance with the provisions of this section (“Signed Drawings”) will form part of these Terms with respect to the applicable Products, regardless of the original supplier of these drawings or if changes are made to them by Hydrolico or the Customer.
Once Hydrolico receives the signed drawings, Hydrolico will not modify any Key Attributes (defined below) of a custom Product design without obtaining the Customer's consent. The Customer's signature on the updated drawing(s) shall constitute the Customer’s consent to these modifications. Once Hydrolico receives the signed drawings, the Customer must request any changes to any Key Attributes in the Custom Product design, by providing Hydrolico, or by requesting Hydrolico to provide updated drawings that reflect these proposed or requested changes to the design for the Customer's signature. Hydrolico's acceptance of any updated design will be communicated to the Customer in writing. As used here, “Key Attribute” includes bore diameter, stroke, retracted length, and mounting type. Hydrolico may choose, but is not required, to allow the Customer to designate in writing one (1) or more attributes of the general appearance, design, dimensions, or other attributes of a Custom Product as a Key Attribute for purposes of these Terms.
Hydrolico reserves the right to authorize or make changes to any attribute of a Custom Product, other than a Key Attribute, as is reasonably necessary for Hydrolico to manufacture that Product in accordance with Hydrolico's design, material procurement, and manufacturing capabilities. Notwithstanding the foregoing, Hydrolico reserves the right to authorize or make changes to any Custom Product for which the Customer signed drawings prior to January 16, 2015, including any Key Attribute and its related signed drawings, without obtaining the consent of the Customer.
The Customer is fully liable for the design, quality, and functionality or lack thereof of any Custom Product, including, but not limited to, any cylinder, hydraulic power unit, or other Products. Hydrolico assumes no liability for the operation or use by the Customer or the end user of such Custom Product. All drawings, special tools, dies, models, templates, and assemblies created, purchased or supplied by Hydrolico will be and remain the exclusive property of Hydrolico and the Customer will have no rights over them.
The Customer who provides drawings to Hydrolico states and guarantees that he has the Intellectual Property Rights (as defined in article 12) to these designs or authorization from the owner of these Intellectual Property Rights to have the Custom Products manufactured by Hydrolico.
10 Limited Warranty; Warranty Disclaimers
Unless otherwise specified, Hydrolico warrants Products manufactured by Hydrolico for a period of one (1) year from the date of purchase against failures, only to the extent that they are caused by faulty materials or faulty workmanship, provided that:
- this failure occurs during the use of the Product in accordance with the Product specifications provided by Hydrolico; and
- there was no disassembly, damage during shipping, abuse, misuse, misapplication, maintenance, modification, or improper installation or maintenance or repair of the Product.
Warranty coverage is conditional upon the Customer:
- notifying Hydrolico in writing of the warranty claim, within fifteen (15) days following the alleged malfunction;
- obtaining an RMA and a product return location from Hydrolico, unless Hydrolico chooses not to provide one;
- complying with all applicable Hydrolico procedures and instructions regarding the return of the Product;
- providing Hydrolico with a detailed written report on the circumstances of the alleged failure of the Product, including photos of the Product; and
- giving Hydrolico a reasonable amount of time to inspect the Product and investigate the claim.
Hydrolico's sole obligation under this limited warranty will be as follows: If, following the inspection conducted by Hydrolico of the Products returned in accordance with the above, the warranty described above applies, Hydrolico may, at its sole discretion, either refund the price paid by the Customer for the Product, or replace the Product or part and pay the shipping costs incurred as a consequence at the lowest rate for shipping from the Hydrolico Customer's site to a Hydrolico product return site. If following inspection by Hydrolico of the returned Products, the warranty described above does not apply, inspection fees, plus shipping and handling, will be invoiced to the Customer by Hydrolico.
Hydrolico does not guarantee or provide technical advice as to the suitability of a Product for the Customer's application or use. The Customer is solely responsible for determining whether a Product meets its needs and for complying with all applicable laws, ordinances, regulations, rules, and standards relating to the installation, maintenance, use, dismantling, demolition, and disposal of each Product.
THE FOREGOING CONSTITUTES THE EXCLUSIVE REMEDY OF THE CUSTOMER AND THE EXCLUSIVE LIABILITY OF HYDROLICO. THIS GUARANTEE CANNOT BE ASSIGNED OR TRANSFERRED BY THE CUSTOMER. THIS WARRANTY SUPERSEDES ANY OTHER WARRANTY, ORAL OR WRITTEN, EXPRESS OR IMPLIED. ANY WARRANTY OF MERCHANTABILITY, CONSISTENT WITH A PARTICULAR USE. ANY OTHER WARRANTIES NOT SPECIFICALLY PROVIDED HEREIN ARE SPECIFICALLY EXCLUDED. THE SALE OF HYDROLICO PRODUCTS UNDER ANY OTHER WARRANTY IS NOT AUTHORIZED.
ANY PRODUCT SOLD BY HYDROLICO THAT IS NOT MANUFACTURED BY HYDROLICO IS SOLD ON AN “AS IS” AND “WITH ALL FAULTS” BASIS. WITH RESPECT TO SUCH A PRODUCT, HYDROLICO EXCLUDES AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS WELL AS ANY WARRANTY OF COMPLIANCE OR FITNESS FOR A PARTICULAR USE.
Many Products sold by Hydrolico are manufactured by third parties and are guaranteed by their manufacturers. Any third party warranty for any item in the Hydrolico printed catalogue or website can be obtained from: Hydrolico International Inc., 55, Théodore-Viau, Terrebonne , Québec, Canada J6Y 0J8.
11 Limitation of Liability
IN NO EVENT, REGARDLESS OF THE SOURCE OF HYDROLICO'S LIABILITY, SHALL HYDROLICO BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFITS OR LOSS OF USE, REGARDLESS OF FAULT OR CAUSE, EVEN IF HYDROLICO IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES WILL HYDROLICO BE LIABLE TO THE CUSTOMER FOR ANY TOTAL AMOUNT EXCEEDING THE PURCHASE PRICE OF THE PRODUCT(S) FOR WHICH A CLAIM IS MADE AS WELL AS DELIVERY COSTS, IF APPLICABLE. THE CUSTOMER WAIVES ANY COMPENSATION AGAINST PAYMENTS DUE ON HIS ORDERS. THE CUSTOMER ALSO WAIVES HIS RIGHT TO THE DEFENCE OF NON-PERFORMANCE. THE PROVISIONS OF THIS SECTION DISTRIBUTE THE RISKS BETWEEN HYDROLICO AND THE CUSTOMER. HYDROLICO'S PRICES REFLECT THIS DISTRIBUTION OF RISKS AND, WITHOUT THIS DISTRIBUTION AND LIMITATION OF LIABILITY, HYDROLICO WOULD NOT HAVE CONCLUDED ANY AGREEMENT WITH THE CUSTOMER FOR THE SALE OF PRODUCTS. THE CONDITIONS IN THIS SECTION WILL ALSO APPLY TO ANY SUPPLY CONTRACT AND ANY SUPPLY PLAN BETWEEN HYDROLICO AND THE CUSTOMER WITH NECESSARY ADJUSTMENTS.
12 Intellectual Property
Hydrolico's exclusive liability for the violation of patents, trademarks, copyrights, trade dress, trade secrets, or similar rights, and the Customer's exclusive remedy for such infringement will be as follows: Hydrolico shall defend, indemnify and hold harmless the Customer, including retaining legal counsel chosen at Hydrolico’s discretion, with respect to any legal proceedings brought against the Customer by a third party for infringement of patents, trademarks, copyrights, trade dress, and trade secrets (“Intellectual Property Rights”) resulting solely from the sale by Hydrolico of Products designed and manufactured solely by Hydrolico. The Customer must cooperate fully with Hydrolico in the defense and must not take any position unfavourable to Hydrolico's defense against such action. The foregoing commitment does not apply unless Hydrolico has been informed in writing and in detail by the Customer as soon as possible of any infringement claim and has been given the opportunity to consent and defend them. Hydrolico will have the right to resolve any claim in the manner agreed between Hydrolico and the Customer.
Notwithstanding the foregoing, Hydrolico shall have no obligation to defend or indemnify the Customer in the event of infringement claims based on:
- information or designs provided or specified in whole or in part by the Customer;
- offences resulting from the amendment;
- a combination or the use of any Product in a system; or
- Products that are not manufactured solely by Hydrolico.
Under these Terms, to the extent that any product supplied is manufactured in accordance with the drawings, samples, manufacturing specifications, or other information or content provided by the customer, the customer must indemnify and hold Hydrolico harmless from all damages, costs, and expenses resulting from a claim that said product manufactured by Hydrolico under the direction and design of the Customer, in whole or in part, or the use of it infringes any foreign or national patent right. The Customer agrees to undertake the defense of any such claim against Hydrolico at its own expense or to reimburse Hydrolico for its defense costs and expenses, including, without limitation, all reasonable extrajudicial fees, costs, and disbursements, incurred as a result of any such claim or claims, in addition to any other obligations of the Customer as set forth herein. Such a lawsuit can only be resolved with the agreement of Hydrolico.
13 Entire Agreement
These Terms, including, without limitation, any Purchase Order and related Product Specifications, if any, represent the entire agreement between the parties with respect to the subject matter hereof and supersede all other prior agreements, understandings, and accords, whether oral or written. No provision of these Terms may be amended, modified, revoked, cancelled, or terminated except in writing and signed by each of the parties hereto.
The Customer may not assign any rights or obligations under these Terms, any Purchase Order, or any ProductSpecification, in whole or in part, without the prior written consent of Hydrolico.
14 No waiver
If a party fails to exercise any of its rights granted hereunder, this does not constitute a waiver or modification of its rights under these terms and conditions; each party may, within the time prescribed by law, institute legal proceedings to exercise its rights under these terms and any previous failure or delay in doing does not constitute a defense which is enforceable.
15 Divisibility of the Conditions
If, for any reason, any provision of these Terms is deemed invalid, that invalidity will not affect any other provision of these Terms that is not considered invalid, and each such other provision shall remain in full force and effect, to the fullest extent of the law.
If any provision of these Terms is deemed partially invalid, that invalidity will in no way affect the remainder of that provision, and the remainder of that provision, together with all other provisions of these Terms, shall remain in full force and effect to the fullest extent of the law.
16 Force Majeure
Notwithstanding anything else contained herein to the contrary, neither party shall be liable for any failure or delay in performing its obligations (except for payment obligations) under these Terms to the extent that such breach or delay is due to “Force Majeure”, including but not limited to cases of natural disasters, fires, floods, power outages, wars, civil unrest, epidemics, pandemics, sabotage, terrorism, accidents, insurrections, blockades, embargoes, storms, explosions, acts of a public enemy, social conflicts (whether or not the claims of employees are reasonable and/or to the extent that the party is able to satisfy), the failure of public carriers, Internet service providers, or other communication devices, the acts of cybercriminals, the acts of any government agency (civilian or military, foreign or domestic), the failure or delay of third parties or government agencies for which a party obtains or is required to obtain approvals, authorizations, licenses, franchises, or permits; the inability to obtain labour, materials, electricity, equipment, transportation, or other circumstances that are unforeseeable and unavoidable). Such delays will not constitute a breach or failure to perform these Terms or any part of them and the date by which obligations hereunder must be fulfilled will be extended by a period equal to the time lost as a result of these delays. Neither party shall be held liable to the other for claims of liability, damages, or other losses caused by or resulting from Force Majeure events.
17 Sending Notices in Writing
Except as otherwise provided herein, any notice required or authorized to be given in accordance with the provisions of these Terms must be in writing and shall be deemed to have been sent when it is (a) delivered in person or (b) deposited to the Canadian Postal Service, registered or certified, and prepaid, or (c) sent by electronic means (email or otherwise) that allows the sender to demonstrate that the notice was in fact received by the recipient. In each case, this notice must be delivered or addressed to the contact information indicated on the Customer's account for the purposes of placing orders with Hydrolico (in the Customer’s case) or Hydrolico International Inc., ______________55, Théodore-Viau, Terrebonne, Quebec, Canada J6Y 0J8, or as otherwise provided in writing by the parties.
THE CUSTOMER AGREES TO DEFEND AND INDEMNIFY AND HOLD HARMLESS HYDROLICO FROM ANY CLAIMS FOR LOSSES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE EXTRAJUDICIAL COSTS, FEES, AND DISBURSEMENTS), DEMANDS, LIABILITY, CAUSE OF ACTION, OR DAMAGES OF ANY KIND, ARISING OUT OF OR IN ANY WAY RELATED TO:
- ANY MISUSE, ALTERATION, MODIFICATION, INSTALLATION, OR MISAPPLICATION OF ANY PRODUCT;
- USE OF ANY PRODUCT OTHER THAN IN ACCORDANCE WITH HYDROLICO INSTRUCTIONS AND SPECIFICATIONS;
- ANY BREACH OF FEDERAL, STATE, OR LOCAL LAWS, RULES, OR REGULATIONS; OR
- ANY BREACH OF ANY OF THE TERMS SET FORTH HEREIN OR OTHER BREACH OF ANY CUSTOMER AGREEMENT WITH HYDROLICO.
19 No third party beneficiaries
Except as expressly provided herein, these Terms are for the sole benefit of the parties hereto and their respective successors and assigns and nothing hereof, express or implied, is intended or will confer upon any other person any right, benefit, or remedy of any kind under these Terms.
20 Applicable Law
These Terms, and any agreed amendments to them, will be governed in all respects by the laws of Quebec and the laws of Canada applicable there. Any legal claim relating to these Terms between Hydrolico and the Customer and/or to any Product sold to the Customer must be filed with a competent court in the judicial district of Terrebonne (Quebec, Canada), to the exclusion of any other court.