Legal & Compliance

1. Formation of Contract

A binding contract is formed upon (i) Sandha Woodworks’ written acceptance of the Client’s purchase order, or (ii) the execution of a written agreement referencing these Terms, whichever occurs first. Any additional or inconsistent terms proposed by the Client in a purchase order or acknowledgement are expressly rejected unless accepted in writing by an authorized officer of Sandha Woodworks.

2. Quotations and Scope

• Quotations are valid for thirty (30) days from the date of issuance unless expressly stated otherwise.
• Pricing is based on the drawings, specifications, quantities, schedules and site conditions available at the time of pricing.
• Any change to scope, materials, finishes, quantities, sequencing, site conditions or delivery schedule shall constitute a Change Order and may result in a price and schedule adjustment executed in writing prior to performance.

3. Pricing, Taxes, Invoicing and Payment

• Prices are quoted in Canadian or United States dollars as stated on the quotation and are exclusive of all applicable federal, provincial, state and local taxes, duties, levies and freight charges.
• Progress invoicing, retention and holdback shall follow the applicable project agreement and applicable construction lien or trust legislation, including the Ontario Construction Act, R.S.O. 1990, c. C.30 (as amended), or the equivalent legislation of the jurisdiction where the project is located.
• Undisputed amounts are due within thirty (30) days of invoice date. Overdue amounts bear interest at the lesser of 1.5% per month (18% per annum) and the maximum rate permitted by applicable law, plus reasonable costs of collection including legal fees on a substantial indemnity basis.

4. Title, Risk of Loss and Security Interest

Title to and risk of loss in delivered goods pass to the Client upon delivery to the project site or common carrier, whichever occurs first. Notwithstanding transfer of title, Sandha Woodworks retains a purchase-money security interest in all fabricated goods until paid in full, and the Client hereby consents to the registration of financing statements under the Personal Property Security Act (Ontario) or the equivalent legislation of any other applicable jurisdiction.

5. Delivery, Installation and Site Conditions

Delivery and installation dates are estimates based on the current project schedule and are conditional upon timely approvals, site readiness, availability of materials, and coordination with other trades. Sandha Woodworks shall not be liable for delays caused by the Client, its consultants, general contractor, other trades, or by any Force Majeure event.

6. Warranty and Remedies

Sandha Woodworks warrants that its work will conform to the approved shop drawings, specifications and applicable AWMAC / AWI quality standards referenced in the project agreement. Warranty coverage, duration and remedies are as set out in the applicable executed contract; where not otherwise specified, warranty is limited to the repair or replacement of defective work reported in writing within one (1) year of substantial completion. THE FOREGOING IS THE CLIENT’S SOLE AND EXCLUSIVE REMEDY. ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

7. Limitation of Liability

To the maximum extent permitted by applicable law, the aggregate liability of Sandha Woodworks arising from or relating to any contract, quotation, service or supply shall not exceed the amount actually paid to Sandha Woodworks under the contract giving rise to the claim. In no event shall Sandha Woodworks be liable for any indirect, incidental, special, consequential, punitive or exemplary damages, including loss of profits, loss of use, loss of business opportunity or delay damages, whether arising in contract, tort (including negligence), statute or otherwise.

8. Indemnification

Each party shall indemnify and hold harmless the other from and against third-party claims for bodily injury or damage to tangible property to the extent caused by the negligent acts or omissions or wilful misconduct of the indemnifying party, subject to the limitations of liability set out herein.

9. Insurance

Sandha Woodworks maintains commercial general liability, automobile liability and, where required, workers’ compensation coverage in accordance with applicable law. Certificates of insurance are available upon written request in connection with an active or prospective project.

10. Confidentiality and Intellectual Property

All shop drawings, engineering data, pricing, methodologies and technical information disclosed by Sandha Woodworks are confidential and remain the intellectual property of Sandha Woodworks. The Client is granted a limited, non-transferable licence to use such materials solely for the applicable project.

11. Force Majeure

Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, epidemic, pandemic, labour disputes, government orders, supply chain disruption, or failure of transportation or utilities.

12. Governing Law and Dispute Resolution

Unless otherwise agreed in writing, these Terms and any dispute arising out of or in connection with them are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, and the parties attorn to the exclusive jurisdiction of the courts of Ontario sitting in the Judicial District of Brantford, subject to any mandatory arbitration provision contained in the applicable project agreement.

13. Severability and Entire Agreement

If any provision is held to be invalid or unenforceable, the remaining provisions continue in full force and effect. These Terms, together with the applicable executed contract, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior discussions and communications.