TERMS OF SALE
Selling Policy – Canada/USA
RAM Elevators & Lifts Ltd.
NOTICE: The Terms and Conditions contained in this
Selling Policy govern the sale of Equipment and Services
The terms and conditions set forth in RAM Elevators & Lifts Ltd.’s Proposal to the Purchaser, contained in this Selling
Policy, and any other documents that are executed between the Parties are the terms and conditions governing the
relationship and shall constitute the entire Agreement between the Parties for the Equipment and/or Services covered
by the Proposal. Each Proposal is valid for a period of thirty (30) days from the date thereof unless extended or
withdrawn in writing by RAM. The issuance of a purchase order or any other reasonable manner of acceptance by
Purchaser communicated to RAM during such validity period of the Proposal will form an Agreement between RAM
and the Purchaser based upon the terms and conditions of the Proposal and this Selling Policy.
In this Selling Policy, unless there is something in the subject matter or content inconsistent therewith, the following
terms shall have the following meanings, respectively:
(a) “Agreement” means the Proposal, this Selling Policy, purchase order(s) as accepted by RAM (excluding any
preprinted terms and conditions on said purchase order and in any attachments to or documents referenced
in said purchase order) and any other document set forth in the Proposal, or an integrated agreement signed
by RAM and Purchaser, for the Equipment, and/or Services.
(b) “Delivery” means the transfer of the Equipment to the Purchaser’s possession which, for the purposes of the
Agreement, shall occur at RAM’s manufacturing facility at the time of loading of the Equipment onto carrier
transport to the Purchaser or the Site.
(c) “End User” means the user of the Equipment following installation and may include the Owner, Purchaser, or
any invitees, guests of, or strangers to the Owner or Purchaser, as the case may be.
(d) “Equipment” means equipment, components, parts, materials, and Software provided by RAM pursuant to
the Agreement as listed in the Proposal.
(e) “Field Installation Services” means the installation by RAM of Purchaser’s Material at the Site.
(f) “Field Repair and Modernization Services” means the repair, modification or modernization work, or some
or all of them, performed by RAM on Purchaser’s Material at the Site and for certain activities at a repair facility
selected by RAM.
(g) “Installation Manual” means the instructional book or booklet supplied with the Equipment containing
information relating to the installation of the Equipment.
(h) “Limited Warranty” means the warranty specified in Section 8 of this Selling Policy.
(i) “Owner” means the owner of the Equipment and may include the End User, the Purchaser and/or the owner
of location where the Equipment is installed.
(j) “Owner’s Manual” means the instructional book or booklet supplied with the Equipment containing information
relating to operation and maintenance of the Equipment.
(k) “Party” means, individually, either RAM or Purchaser.
(l) “Parties” means, collectively, both RAM and Purchaser.
(m) “Proposal” means the RAM proposal or quotation issued to the Purchaser with respect to the sale of
Equipment and/or Services.
(n) “Purchaser” means the entity or individual purchasing Equipment and/or Services, which may include the
Owner and/or End User.
(o) “Purchaser’s Material” means equipment, materials, components and items of any kind owned by Purchaser
or any other owner of the Site which may be incorporated in or on the Equipment, or for which Services are to
be provided or are provided under the Agreement.
(p) “RAM” means RAM Elevators & Lifts Ltd. and its affiliated companies and their subsidiaries, successors and
assigns including but not limited to RAM Elevators & Lifts Inc.
(q) “Services” means shop repair and modernization services, field installation services, field repair and
modernization services, maintenance services, and mechnical services, or some or all of them provided
pursuant to this Agreement.
(r) “Services on Third Party Parts” means Services in connection with the installation of Third Party Parts.
(s) “Site” means the Purchaser’s/Owner’s property or location where the Equipment or Purchaser’s Material is or
will be installed.
(t) “Special Services” means the performance by a RAM field service representative of diagnostic and
operational troubleshooting on Purchaser’s Material, both online and offline. This work may be conducted on
Site or by telecommunication.
(u) “Software” means instructions in machine readable form, other than source code, and associated
documentation delivered by RAM to Purchaser in chip, disk and/or tape format.
(v) “Supplier” means any subcontractor or supplier of any tier who supplies goods and services to RAM in
connection with the obligations of RAM under the Agreement.
(w) “Technical Field Assistance” means the advice and consultation given to Purchaser’s personnel by a field
service representative of RAM with respect to: (i) installation, inspection, repair and/or maintenance activities
performed by others at the Site; and (ii) any RAM recommended quality assurance procedures for activities
performed at the Site. Technical Field Assistance does not include management, supervision or regulation of
Purchaser’s personnel, agents or contractors.
(x) “Technical Services” means (i) Technical Field Assistance; (ii) Special Services; (iii) inspection of equipment
which has been disassembled by Purchaser or others; (iv) technical evaluation of inspections performed by
RAM, Purchaser or others; (v) technical information provided by RAM, including data interpretation and
reports; (vi) inspections, technical evaluation of inspections, technical analysis of materials and technical
recommendations related to Shop Repair and Modernization Services; (vii) advice and consultation given to
Purchaser’s personnel at the Site or at a RAM facility by a RAM engineer or technician; and/or (viii) advice
and guidance given to Purchaser by RAM field engineer(s) regarding methods and procedures for installation,
maintenance and/or calibration of the Equipment or Purchaser’s Material.
(y) “Third Party Parts” means parts, components, equipment, or materials provided by Purchaser under the
Agreement which were not manufactured or supplied by RAM or the predecessors of RAM or which were
originally supplied by RAM or the predecessors of RAM and subsequently repaired, serviced, or otherwise
modified or altered by any party not affiliated with RAM or with a predecessor of RAM.
RAM will furnish to Purchaser the Equipment, and/or Services as specified in and pursuant to the Agreement.
3. Installation, Use and Operation of Equipment
(a) The Equipment is, unless explicitly stated otherwise, limited to moving of people and light goods as outlined
in applicable codes for elevating devices. At no point should the Equipment be used outside the recommended
limitations and in a manner other than that outlined in the Installation Manual and/or Owner’s Manual.
Purchaser is directed to these manuals as well as warning decals on the Equipment for reference to the
limitations of and the number of persons and/or weight restrictions applicable.
(b) IN THE EVENT OF AN EQUIPMENT ONLY SCOPE OF SUPPLY, RAM RECOMMENDS THAT A CERTIFIED
INSTALLER BE CONSULTED AND CONTRACTED BY PURCHASER TO ENSURE THAT ALL CODES AND
SAFETY STANDARDS ARE MET. RAM TAKES ON NO RESPONSIBILITY OR LIABILITY FOR LOSS,
DAMAGE, OR CONSEQUENCES SHOULD PURCHASER DECLINE TO UTILIZE CERTIFIED OR
EXPERIENCED INSTALLATION SERVICES OR OTHERWISE FAIL TO FOLLOW THE INSTALLATION
(c) In all cases, installation of the Equipment should reflect best practices as outlined in the Installation Manual
and follow the prevailing codes and/or regulations applicable to Equipment in the jurisdiction where it is
installed, if any. It is the responsibility of Purchaser to ensure this compliance.
(d) In addition, RAM does not provide performance guarantee or warranty of any installation services not provided
by RAM, even if installation is performed by one of RAM’s dealer partners.
4. Price Policy
(a) For an Agreement for Equipment supply only and, unless otherwise stated in the Proposal, the price specified
does not include installation, disassembly, or reassembly of Equipment at the Site.
(b) All prices quoted in the Proposal are subject to change until a purchase order or Agreement is finalized. In the
event that (i) the cost of raw materials and/or components increases due to unanticipated circumstances or
otherwise and/or (ii) a vendor raises its prices or imposes a surcharge on RAM, RAM reserves the right to
increase prices and/or surcharge Purchaser, and Purchaser agrees to accept such price increase or surcharge
until the term of such price increase or surcharge ends or until the termination of the Agreement. Such prices
and surcharges may be adjusted by the RAM to reflect a change in underlying costs and shall be reflected in
a change order as specified in Section 15 of this Selling Policy.
(c) If there is a delay in completion of shipment of any order due to any change requested by Purchaser or as a
result of any delay on Purchaser’s part for any reason, the price in the Proposal is subject to change.
(d) If the Proposal requires a deposit payable by the Purchaser (“Deposit”), in all circumstances, including but
not limited to if Purchaser decides that it does not want or is no longer able to take the Equipment, and subject
to the terms of this Selling Policy, the Deposit shall be non-refundable to Purchaser after the TENTH (10th)
day following approval by Purchaser of the Proposal.
Unless otherwise specified in the Proposal, the price paid or to be paid by the Purchaser to RAM under the Agreement
does not include any United States or Canadian federal (other than United States federal and state income taxes
imposed on RAM), state, provincial or local property, license, privilege, sales, use, excise, value added, gross receipts,
or similar taxes now or hereafter applicable to, measured by, or imposed upon or with respect to the transaction, the
Equipment and Purchaser’s Material, its or their sale, their value or their use, or any Services performed in connection
therewith. Purchaser agrees to pay or reimburse RAM for any such taxes which RAM or its Suppliers are required to
6. Terms of Payment
(a) Unless otherwise specified, RAM shall issue invoices to the Purchaser in accordance with the schedule set
forth in the Proposal. If an invoice schedule is not set forth in the Proposal, RAM shall issue invoices as the
work is completed. All invoices shall be paid by the Purchaser within thirty (30) days after the date of the
invoice less any Deposit, if any.
(b) If Delivery of Equipment is delayed by Purchaser, affected payments shall become due and payable by
Purchaser based on the date RAM is prepared to make shipment plus any additional charges specified further
in this Selling Policy.
(c) Unless otherwise agreed to in writing by the Parties, all invoices are payable by Purchaser within thirty (30)
days of the invoice date.
(d) Where Equipment is delivered by installments, RAM may invoice each installment separately and Purchaser
shall pay such invoices in accordance herewith.
(e) Invoices not paid in accordance with terms are subject to interest charges at the rate of one and one-half
percent (1.5%) per month, unless prohibited by law, in which event invoices will be subject to interest charges
at the maximum legal rate.
(f) No dispute arising under the Contract nor delays beyond the reasonable control of Seller shall interfere with
Purchaser’s prompt payment in full of any invoice. Time and terms of payment are essential hereto, and if
any default therein be made by Purchaser, or if the financial responsibility of Purchaser shall at any time
become impaired or unsatisfactory to RAM, RAM will have the right to terminate without notice or to defer or
discontinue further shipments hereunder until past due payments are made or satisfactory assurance of
Purchaser’s financial responsibility is received by RAM (without prejudice, however, to any claims or rights
which RAM may have in law or equity hereunder). Such right will continue irrespective of any prior failure on
the part of RAM to exercise such right. If RAM is required to refer any order for collection, Purchaser agrees
that all costs, legal fees, and expenses of said collection shall be added to the amount due to RAM from
7. Delivery, Transportation, Title and Risk of Loss or Damage
(a) Unless otherwise stated in the Proposal, Delivery of each component of Equipment, Purchaser’s Material or
parts shall be made EXW – INCOTERMS 2020 (or prevailing at the time of issuance of the Proposal) at RAM’s
facility upon delivery to the carrier, whether Purchaser prepays freight or not. Subject to the provisions of (b)
below, legal, and equitable title and risk of loss or damage to each such component of the Equipment,
Purchaser’s Material or parts shall pass from RAM to Purchaser upon such Delivery.
(b) RAM will comply with reasonable requests of Purchaser to postpone Delivery but shall be under no obligation
to do so. Where Delivery is postponed other than due to default of RAM, or in the case of Purchaser’s refusal
or inability to accept any shipment in accordance with the terms of any order, Purchaser shall be liable for
freight, express, storage, extra cost of handling and all other applicable expenses incurred by RAM as a result
of such postponement, refusal or inability.
(c) Risk of loss of or damage to the Equipment, Purchaser’s Material or other property located at the Site shall
always remain with Purchaser. If Purchaser procures or has procured property damage insurance applicable
to occurrences at the Site, Purchaser shall obtain a waiver by the insurers of all subrogation rights against
RAM and its Suppliers.
(d) Subject to the Limited Warranty specified in this Selling Policy, any Equipment, Purchaser’s Material or parts
which have been altered or damaged are not returnable except with RAM’s prior written consent. To reject
any Equipment, Purchaser’s Material or parts on inspection as defective, Purchaser must notify RAM in writing
within ten (10) days from receipt of same. Before allowing or rejecting a claim, RAM shall then have the option
of reinspection at Purchaser’s facility, the Site or at RAM’s facility. Defects that do not impair service shall not
be a cause for rejection. RAM shall have the right to replace within a reasonable time any Equipment,
Purchaser’s Material or parts which, in RAM’s opinion, do not conform to the order. No claim will be allowed
for any any Equipment, Purchaser’s Material or parts damaged by Purchaser or damaged in transit. Expenses
incurred in connection with claims for which RAM is not liable, will be charged to Purchaser. RAM will not be
responsible for any work done to correct errors unless such work is authorized by the written consent of RAM.
(e) When Equipment, Purchaser’s Material or parts are ready for shipment, or Shop Repair is completed on
Equipment, Purchaser’s Material, or parts, RAM will notify Purchaser to arrange for shipment. If RAM has
agreed in the Proposal to transport Equipment, when items of Equipment are ready for shipment or Shop
Repair and Modernization Services are completed on Purchaser’s Material, RAM will (i) in the absence of
shipping instructions, inform Purchaser of pending shipment and Purchaser will thereafter promptly give
shipping instructions to RAM, (ii) determine the method of transportation and the routing of the shipment, and
(iii) ship the Equipment, Purchaser’s Material or parts freight prepaid and included in the price by carriage
either to Purchaser’s designated destination when shipped by highway transport, to the nearest suitable rail
siding to Purchaser’s designated destination when shipped by rail transport.
(f) In the event that Purchaser fails to provide RAM with timely shipping instructions, RAM is entitled, but not
required, to ship the Equipment, Purchaser’s Material or parts by carriage collect to Purchaser or to a suitable
storage location selected by RAM.
(g) Purchaser agrees to pay or to reimburse any transportation charges in excess of regular charges for carriage,
including, but not limited to, excess charges for special routing, specialized riggers trailers, barging, power
tailgate delivery, residential delivery and air transport.
8. Limited Warranty
(a) Subject to section 8(c), RAM warrants that the Equipment shall be free from defects in material and
workmanship for a period of twenty-four (24) months from the date of installation, or such other period as shall
be agreed upon in writing by the Parties.
(b) Subject to section 8(c), RAM warrants that any Service or parts only supplied under the terms of the Agreement
shall be free from defects in material and workmanship for a period of ?? from the date of completion of the
Services or supply of parts, as applicable.
(c) Purchase price for Equipment or parts must be paid in full for RAM to release any parts under this Limited
(d) The Limited Warranty applies to the repair or replacement, at RAM’s option, of parts that fail due to defective
material or workmanship. RAM may, at its option, provide factory reconditioned parts. This Limited Warranty
does not cover labor charges for the removal, repair or replacement of warranty parts but such costs may be
covered for a period of time by a dealer’s service warranty, which is provided to Purchaser separately. In the
case where RAM provides installation services as part of an Agreement, RAM warrants that the work
performed by RAM, including any materials (excluding consumables) supplied by RAM in connection
therewith, will be free of defects in design, workmanship, and materials until the balance of the Limited
Warranty or three (3) months after the completion of Services, whichever is lesser.
(e) The Limited Warranty excludes remedy for damage or defect caused by abuse; failure to resist corrosion or
erosion from any corrosive agent or fluid, or due to deposits of foreign material from any fluid; modifications
not executed by RAM; improper installation or operation; defects or failures arising out of, in any way related
to, or as a result, either direct or indirect, of Purchaser’s failure to properly advise RAM of all normal and
special operating conditions, known to or suspected by Purchaser, when RAM is manufacturing the Equipment
for a specific operation; or normal wear and tear under normal usage. THIS LIMITED WARRANTY DOES
NOT APPLY TO THE FOLLOWING:
i) The Purchaser’s Materials incorporated into or otherwise made a part of the Equipment’
ii) Consumable items, which include light bulbs, batteries, UPS (uninterruptible power supplies) batteries,
oil seals, mechanical switches, guide shoe inserts, drive nuts, drive belts, hydraulic fluids, greases, oils,
iii) Structural or cosmetic components that are subject to normal wear and tear, external forces and/or
misuse. This includes metal panels, glass, Plexiglas, gates, traveling cable, doors, buttons, switches,
upholstery, trim, etc.;
iv) Items that require periodic assessment, maintenance and/or replacement. This includes paint, caulking,
weather seals, etc.; or
v) Malfunction or damage to product caused by accident, misuse, abuse or vandalism, lack of proper
maintenance, improper installation or placement of product, neglect, improper adjustment, modification
or alteration, structural condition of building or hoist way, overloading, failure to follow operating
instructions or acts of God.
(f) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, RAM MAKES NO OTHER WARRANTY WITH
RESPECT TO THE GOODS DELIVERED HEREUNDER AND EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND OF
FITNESS FOR A PARTICULAR PURPOSE, ARISING BY OPERATION OF LAW OR OTHERWISE.
(g) RAM must be notified in writing of any defect in the Equipment within a reasonable period of time after
discovery (not to exceed thirty (30) days) and the defective Equipment must be delivered within the warranty
period specified above, prepaid, to RAM’s facility, with evidence that the Equipment have been properly
installed, maintained and operated in accordance with the Installation Manual and Owner’s Manual. If RAM
determines that any such returned Equipment are not in conformity with the warranty set forth herein, then
RAM shall, at its sole option and expense, either repair the same or supply replacement Equipment or parts
(h) The Limited Warranty only applies to products installed and maintained by in conformance with all applicable
codes and/or regulations as well as the Installation Manual and Owner’s Manual.
(i) The Limited Warranty is void if regular inspection and maintenance of Equipment is not being carried out in
accordance with the recommendations contained in the Owner’s Manual and/ or RAM’s technical support
instructions. It is the Owner’s responsibility to keep records of all such service. To maintain this Limited
Warranty, products installed in harsh environments (e.g. salt water, temperature extremes), will require
(j) It is permissible to have any repairs or replacement work done as a result of any defects in material and
workmanship by someone other than RAM or a RAM authorized dealer under this Limited Warranty. However,
this Limited Warranty does not cover any charges or expenses assessed by any such other person or party
performing such repairs or replacement work. All parts used to replace defective materials must be genuine
RAM parts to be covered by this Limited Warranty. Any changes or alterations done to or performed upon the
Equipment that are not expressly approved by RAM will void this Limited Warranty.
(k) Parts required under the terms of this Limited Warranty will be shipped to Purchaser by ground at RAM’s
expense. Expedited or air shipment of parts is available at upon request and any additional expense will be
borne by Purchaser. Some parts covered under this Limited Warranty may be commercially available from a
source close to the Site. In such cases, RAM will reimburse Purchaser for cost to purchase these items
provided that approval is obtained from RAM in advance.
(l) Correction of nonconformities in the manner and for the period of time provided above constitute RAM’s sole
and exclusive liability and Purchaser’s sole and exclusive remedy for defective or nonconforming Equipment
and/or Services whether claims of Purchaser are based in contract (including fundamental breach or breach
of a fundamental term), in tort (including negligence and strict liability), or any other theory of recovery.
9. Limitation of Liability
(a) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, PURCHASER EXPRESSLY
AGREES THAT NEITHER RAM NOR ITS SUPPLIERS WILL UNDER ANY CIRCUMSTANCES BE LIABLE
UNDER ANY THEORY OF RECOVERY, WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL
BREACH OR BREACH OF A FUNDAMENTAL TERM), IN TORT (INCLUDING NEGLIGENCE AND STRICT
LIABILITY), UNDER WARRANTY, OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER; PERSONAL INJURY OR DEATH; DAMAGE TO
OR LOSS OF ANY PROPERTY OR EQUIPMENT; LOSS OF PROFITS OR REVENUE OR LOSS OF USE
THEREOF; LOSS OF USE OF PURCHASER’S MATERIAL, EQUIPMENT OR POWER SYSTEM; COST OF
CAPITAL: COST OF FUEL; COST OF PURCHASED OR REPLACEMENT POWER; INCREASED COSTS
OF ANY KIND; OR ANY CLAIMS OF CUSTOMERS, VISITORS, INVITEES, AGENTS, SUCCESSORS,
ASSIGNS OR SUBSEQUENT PURCHASERS OF THE EQUIPMENT OF PURCHASER.
(b) PURCHASER EXPRESSLY AGREES THAT THE REMEDIES PROVIDED IT IN THE AGREEMENT ARE
EXCLUSIVE, AND THAT NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, UNDER
NO CIRCUMSTANCES SHALL THE TOTAL AGGREGATE LIABILITY OF RAM UNDER ANY THEORY OF
RECOVERY, WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF
A FUNDAMENTAL TERM), IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), UNDER
WARRANTY, OR OTHERWISE, EXCEED THE TOTAL PRICE PAID TO RAM UNDER THE AGREEMENT.
(c) ANY AND ALL LIABILITY OF RAM AND ITS SUPPLIERS UNDER THIS AGREEMENT SHALL BE TO THE
EXTENT OF AND TERMINATE ON THE EXPIRATION OF THE LIMITED WARRANTY PROVIDED HEREIN.
(d) THE PROVISIONS OF THIS ARTICLE SHALL PREVAIL OVER ANY CONFLICTING OR INCONSISTENT
PROVISIONS SET FORTH ELSEWHERE IN THE AGREEMENT.
(e) RAM disclaims liability for any personal injury or property damage resulting from the use and operation of a
product that has been modified from the original RAM design. No person or company is authorized to change
the design of this product without written authorization by an authorized person at RAM. RAM’s obligation
under the Limited Warranty is exclusively limited to the repair or exchange of parts that fail within the
applicable warranty period. RAM assumes no responsibility for expenses or damages, including incidental or
consequential damages. Some states and/or provinces do not allow the exclusion or limitation of incidental or
consequential damages so the above limitation may not apply to you.
10. Force Majeure
(a) RAM will not be liable for failure to perform or delay in performance of any obligation resulting from or
contributed to by any cause beyond the reasonable control of RAM or its Suppliers or from any act of God; act
of civil or military authority; act of war whether declared or undeclared; act (including delay, failure to act or
priority) of any governmental or regulatory authority or Purchaser; act of terrorism; civil disturbance, rebellion,
insurrection, riot or sabotage; fire, inclement weather conditions, earthquake, flood or natural disaster; strike,
work stoppage or other labor difficulty; public health emergency or order; embargo, epidemic, pandemic or
quarantine; railroad car, fuel or energy shortage; major equipment breakdown; delay or accident in shipping
or transportation; or failure or delay beyond its reasonable control in obtaining necessary manufacturing
facilities, labor, or materials from usual sources.
(b) In the event of a delay in performance excusable under this Article, the date of Delivery or time for performance
of the work will be extended by a period of time reasonably necessary to overcome the effect of such delay,
and Purchaser will reimburse RAM for its additional costs and expenses resulting from the delay.
(a) Purchaser may terminate the Agreement for convenience no later than TEN (10) days following Purchaser
providing RAM with approval or written confirmation to proceed with the Proposal. In the event of such
termination, any Deposit paid is refundable to Purchaser less any reasonable and proper termination
charges, including but not limited to, credit card fees. In all other cases and as specified elsewhere in this
Selling Policy, Deposit shall be non-refundable to the Purchaser on termination.
(b) Should the work to be provided by RAM under the Agreement be delayed for a period in excess of four (4)
months for any reason attributable to Purchaser and/or force majeure, or should any payment required to be
made by Purchaser be thirty (30) days or more past due, RAM shall be entitled to treat the Agreement as
having been terminated by Purchaser with no further liability to RAM.
(c) Termination charges shall be calculated based upon the portion of the purchase price for the work performed,
man hours expended, and materials acquired at as the date of termination plus the expenses associated
with the termination, including, but not limited to, any additional expense incurred by reason of termination
or cancellation of agreements between RAM and its Suppliers, and any applicable cost allocated in
contemplation of performance.
(d) RAM will make every reasonable effort to minimize such termination charges. All termination charges shall
be due and payable thirty (30) days from the date of the RAM invoice. RAM may offset termination charges
against any Deposit paid by the Purchaser. In the event of a balance due and owing to RAM, the Purchaser
shall make payment to RAM within 30 days of receipt of the RAM invoice.
12. Confidential Information
(a) RAM may have a proprietary interest in information that may be furnished pursuant to the Agreement.
Purchaser will keep in confidence and will not disclose any such information which is specifically designated
as being confidential to RAM or use any such information for other than the purpose for which it is supplied
without the prior written permission of RAM. The provisions of this section shall not apply to information,
notwithstanding any confidential designation thereof, which is known to Purchaser without any restriction as
to disclosure or use at the time it is furnished, which is or becomes generally available to the public without
breach of any confidentiality obligation of Purchaser, or which is received from a third party without limitation
or restriction on said third party or Purchaser at the time of disclosure.
(b) RAM has a confidential interest in the Proposal and the Agreement. Accordingly, neither document shall be
disclosed by Purchaser, in whole or in part, to any third parties without the prior written permission of RAM.
(c) When required by appropriate governmental authority, including governmental regulations, applicable law or
regulation, by order of a court of competent jurisdiction or lawful subpoena (hereinafter collectively referred
to as “Governmental Authority”), Purchaser may disclose such confidential information to such
Governmental Authority; provided, however, that prior to making any such disclosure, Purchaser will: (i)
provide RAM with timely advance written notice of the confidential information requested by such
Governmental Authority and Purchaser’s intent to so disclose.
13. Software License
RAM grants to Purchaser a nonexclusive, nontransferable license to utilize the Software furnished hereunder. Such
license is limited to Purchaser’s internal use at or for the Equipment with which such Software is incorporated. All title
and ownership of the Software, including, without limitation, the copyright to such Software, shall remain exclusively
14. Compliance with Laws and Codes
When required under a Proposal, RAM will manufacture the Equipment in compliance with applicable and updated
Canadian Codes for Elevators and Lifts and United States of America Codes for Elevators and Lifts. In all cases, RAM
makes no guarantee that local municipal, provincial/territory, or development requirements are met. Purchaser is
required to review and consult local requirements to ensure that the Equipment meets those requirements prior to final
installation and use.
(a) Subject to Section 15(c), Purchaser may request changes within the scope of the Agreement and, if accepted
by RAM, the price, performance, schedule, and other pertinent provisions of the Agreement will be adjusted
by mutual agreement of the Parties prior to implementation of the change.
(b) Subject to Section 15(c), any expenses incurred by RAM due to:
(i) delays, other than delays which are deemed to be within the reasonable control of RAM,
(ii) changes to the cost of raw materials and/or components, increases due to unanticipated circumstances
or otherwise and/or a vendor raises its prices or imposes a surcharge on RAM that results in an increase
of the purchase price by more than ?? %, or
(iii) changes in applicable laws, regulations and technical codes and standards or the imposition of new
laws, regulations and/or technical codes and standards after the date of the Purchaser’s order,
will be treated as changes to the scope of work and the Agreement will be adjusted as set forth in (a) above
with additional expenses being payable by the Purchaser.
(c) All changes will be addressed in a written change order prepared by RAM and provided to the Purchaser for
approval. Any changes that result in an increase in purchase price must be paid by Purchaser before RAM
will release Equipment and/or parts, or complete Services.
(d) RAM may make a change(s) in the Equipment, Services on Purchaser’s Material, or the other Services without
additional compensation from Purchaser if such change(s) does not adversely affect the Limited Warranty, the
interface with Purchaser’s equipment, materials and plant, the technical soundness of the work, the operation
of the facility where the Equipment or Purchaser’s Material is installed or for which RAM is providing Services
under the Agreement, or the schedule. RAM will consult with the Purchaser to best of RAM’s ability regarding
changes required because of unavailability of finishes or custom treatments.
16. Returning Equipment or Purchaser’s Material
(a) Prior to the return of any Equipment or Purchaser’s Material to RAM, Purchaser must obtain authorization and
shipping instructions from RAM.
(b) The Equipment or Purchaser’s Material must be returned with complete identification in accordance with
instructions furnished by RAM. In no event will RAM be responsible for Equipment or Purchaser’s Material
returned without proper authorization and identification.
(c) In the event that newly supplied Equipment, Purchaser’s Material, or parts are returned to RAM, for whatever
reason, including but not limited to the Purchaser failing or refusing to receive Equipment, Purchaser’s
Material, or parts, those items may, at RAM’s discretion, be subject to a restocking fee up to 25% of their as
sold value. In the event that Equipment, Purchaser’s Material, or parts are returned in a damaged state, RAM
is entitled to, at its discretion, invoice Purchaser for up to the whole value thereof.
(d) RAM is not responsible for shipping costs, importation costs, duty, taxation or other fees that may apply to any
returned Equipment, Purchaser’s Material, or parts.
17. Miscellaneous Provisions
(a) Modification: No waiver, modification, or amendment of any of the provisions of the Agreement shall be
binding unless it is in writing and signed by duly authorized representatives of both Parties.
(b) Assignment: Except for assignment by RAM to an affiliate of RAM, the Agreement will not be assigned by
either Party without the prior written consent of the other Party, which consent will not be unreasonably
withheld. Any purported assignment without such prior written consent shall be null and void. In the event that
the Purchaser is a builder or third-party supplier, the Limited Warranty may be assigned to the Owner.
(c) Governing Law: The Agreement will be construed and interpreted in accordance with the laws of the Province
of Alberta, Canada without application of its choice or conflict of law rules. The Parties agree to attorn to the
Courts of the Province of Alberta. The United Nations Convention on Contracts for the International Sale of
Goods shall not apply to the Proposal or the Agreement.
(d) Integration: The Agreement contains the entire agreement and understanding between the Parties as to the
subject matter of the Agreement, and merges and supersedes all prior or contemporaneous agreements,
commitments, representations, writings, and discussions between them. Neither of the Parties will be bound
by any prior or contemporaneous obligations, conditions, warranties, or representations with respect to the
subject matter of the Agreement.
(e) Survival: The provisions entitled “Confidential Information”, “Limitation of Liability”, “Transfer and Export
Compliance”, “Software License” and the second paragraph of “Delivery, Transportation, Title and Risk of
Loss or Damage” shall survive termination, expiration or cancellation of the Agreement.
(f) Arbitration: The Parties agree that, in the event that any dispute arising out of or under this Agreement cannot
be settled by and between the Parties, any such dispute shall be settled by arbitration before a single arbitrator
pursuant to the general Canadian Arbitration Association Rules for Arbitration. Any Party may serve notice of
its desire to refer a dispute to arbitration. The arbitration shall proceed in accordance with the provisions of
the Arbitration Act (Alberta), shall be conducted in English and shall take place in Edmonton, Alberta. The
decision arrived at by the arbitrator shall be final and binding and no appeal shall lie therefrom. Judgment upon
the award rendered by the arbitrator may be entered in any court having jurisdiction. The costs of the arbitrator
shall be divided equally between the parties.