All Prices by Dynaflex Pipe Technologies Ltd. are subject to change without notice. Prices do not include any taxes and, where applicable, such taxes shall be invoiced as a separate item and paid by the Buyer. All sales are made F.O.B. point of shipment. In all cases, title shall pass upon delivery to the carrier at point of shipment and thereafter all risk of loss or damage shall be upon Buyer. All Prices and items shown as “freight allowed” pertain to particular items and quantities. Any deviation after placement of order will be subject to a price increase, additional freight charges and/or manufacturer’s terms and conditions, if applicable. Dynaflex shall have the right to make partial shipments and invoice Buy for such partial shipments. All weights and dimensions are approximate. All labor or mechanical facilities required to unload shall be provided by Buyer without any cost to Dynaflex.


Factory shipping dates given in advance of actual shipment are estimates and shall not be deemed to represent fixed or guaranteed shipping dates. Dynaflex shall not be liable for failure to deliver or for delay in delivery or performance due to a cause beyond its reasonable control, an act of God, act or omission of Buyer, actor civil or military authority, governmental priority or other allocation or control, fire, inclement weather, strike or labor difficulty, riot or other civil disturbance, insolvency or other inability to perform by the manufacturer, delay in transportation or any other commercial impracticability. In the event of any such delay, the date for delivery or performance shall be extended for a period equal to the time lost by reason of delay. If Buyer requests to extend the delivery time for products which are ready for shipment, Dynaflex reserves the right to invoice Buyer for such goods and charge warehouse and/or storage fees until shipment is made.


Any order for goods by Buyer shall constitute a representation that Buyer is solvent. If, in the judgment of Dynaflex, the financial condition of the Buyer at the time of manufacture or shipment does not justify the terms of payment specified, Dynaflex, reserves the right to require full or partial payment from Buyer or other adequate assurance or performance before manufacture or shipment. Dynaflex, reserves the right to suspend its performance until such payment or adequate assurance of performance has been received.

Further, Dynaflex, may suspend manufacture or shipment of any goods for which Dynaflex, has not already received payment whenever Buyer is in default under this or any other contract of sale between Dynaflex, and Buyer. Any costs incurred by Dynaflex, as a result of suspending or interrupting performance shall be paid by Buyer. All invoices from Dynaflex are due and payable to Dynaflex, net thirty (30) days, unless otherwise expressly agreed in writing. Payment to Buyer from Buyer’s customers, if any, shall not be a condition precedent to Buyer’s obligation to make payment to Dynaflex, Retention is not allowed. If payment is not made when due, Buyer agrees to pay a charge on the amount past due at the rate of up to 1 1/2% per month (18% perannum) or the maximum lawful rate, whichever is less. Nothing herein shall be deemed to extend or otherwise modify Buyer’s obligation to make payment when due. In the event of default, Buyer agrees to pay Imperial Pipe’s actual attorney’s fees, if any, and all costs incurred by Dynaflex, in the collection of any monies due from Buyer.


(a) Products Manufactured by Dynaflex, warrants that the products manufactured or processed by Dynaflex, will be free from defects in material and workmanship from the date of shipment. Dynaflex, sole obligation and Buyer’s exclusive remedy in connection with Dynaflex, processed or value added products shall be limited, at Dynaflex, option, to either replacement of products not conforming to the warranty or credit to Buyer’s account for the invoiced amount of the non-conforming products.

(b) Products Manufactured by Others: The products distributed by Dynaflex, (whether sold separately or incorporated into another product) are the products of reputable manufacturers. Dynaflex, shall use its best efforts to obtain from each manufacturer, the manufacturer’s warranty (copies of which will be furnished upon written request) or customary practice for the repair or replacement of products that may prove defective in material or workmanship. Dynaflex, only obligation with respect to products manufactured by others is to present Buyer’s claim to the Manufacturer. Buyer agrees that the liability of Dynaflex shall not exceed any adjustment offered or accepted by the Manufacturer.

(c) Miscellaneous: Any claim under this Warranty must be made by Buyer to Dynaflex in writing within five (5) days of Buyer’s discovery of the claimed defect, but in no event later than one year from the delivery date. Buyer’s failure to notify of such non-conformity as required herein shall bar Buyer from recovery under this Limited Warranty, EXCEPT AS TO TITLE, THERE ARE NO OTHER WARRANTIES, EITHER WRITIEN, ORAL, IMPLIED OR STATUTORY RELATING TO THE DESCRIBED GOODS. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE SHALL APPLY.


Within five (5) days after receipt of products. Buyer shall notify Dynaflex, in writing of any claim for non-conformity, shortages, errors in shipment or errors in charges. Failure to so notify Dynaflex shall constitute conclusive evidence that Dynaflex has satisfactorily performed and that Buyer has accepted the products and waived any right to reject the products. Products may be returned only upon Dynaflex, prior written authorization. Dynaflex, liability is limited to replacing nonconforming products or to allow credit to the extent of invoice amount of such products, at Seller’s option. Seller shall be given reasonable opportunity and access to investigate the merits of any claim made by Buyer.


Dynaflex, liability on any claim for loss or damage arising out of any contract or from performance or breach of such contract, or connected with the supplying of any goods, or their sale, resale, operation or use, whether based on contract, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or part thereof involved in the claim. Dynaflex, shall not in any event be liable, whether as a result of breach of contract, warranty, tort (including negligence), or other grounds for labor charges, “in and out” charges, special, consequential, incidental, liquidated or penal damages including, but not limited to, loss of profits or revenue, loss of use of the product or any associated product, cost of capital, cost of substitute products, facilities or services, downtime costs,or claims or Buyer’s customers for such damages. If Dynaflex, furnished Buyer with advice or other assistance, which concerns any goods supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to Dynaflex, Quotation, if any, the furnishing or such advice or assistance will not subject Dynaflex, to any liability, whether based on contract, warranty, tort (including negligence) or other grounds.


Unless otherwise agreed in writing by an authorized representative of Dynaflex, goods sold hereunder are not intended for use in connection with any hazardous activity or any other critical application where failure of a single component could cause substantial harm to persons or property. If so used, Dynaflex, disclaims all liability for any damage, contamination or other injury and Buyer shall indemnify and hold Dynaflex, harmless from such liability, whether as a result of breach of contract, warranty, tort (including negligence) or other grounds.


Buyer shall indemnify, defend, and hold Dynaflex, harmless from any claim, liability, damages lawsuits, and costs (including attorney’s fees), whether for personal injury, property damage or other, brought by or incurred by Buyer, Buyer’s employees, Dynaflex, employees, or any other person, arising out of improper selection, improper application or other misuse or products purchased from Dynaflex, or failure to follow Dynaflex’s application and safety instructions.


Orders placed by Buyer may not be cancelled, except upon Dynaflex, prior written consent and the payment of all cancellation charges, if any. The amount of credit, if any, allowed to Buyer for returned goods shall be at the sole discretion of Dynaflex, and may provide for a restocking charge. All special order materials and processed materials and fabricated materials are non cancellable and non returnable. In the event of cancellation and or return without Dynaflex’s consent, Dynaflex shall be entitled to recover any and all damages suffered by Dynaflex, as the result of Buyer’s cancellation.


The assignment by Buyer or any of all of its duties or rights hereunder, without the prior written consent of Dynaflex,shall be void.


All others are subject to acceptance by management or Dynaflex, Any representation, affirmation of fact and course of dealings, promise or condition made in connection herewith or usage or trade not incorporated herein shall not be binding on either party. No waiver, alteration or modification of any of the provisions hereof shall be binding upon Dynaflex, unless specifically assented to in writing by Dynaflex, Waiver by Seller of any breach of any provision herein shall not be considered a waiver of any other or future breach of the same provision or of other provisions. The validity, performance, and all matters relating to the interpretation and effect of this agreement shall be governed by the laws of Canada. Buyer agrees that any legal action filed with respect to the sale of products by Dynaflex, or to collect monies due to Dynaflex, may be commenced in Alberta, Canada.