Terms & Conditions

Trillium Structures Inc.
Standard Terms & Conditions of Sale

Revision 2025-06-26 – supersedes all prior versions

1. Definitions

“Seller” means Trillium Structures Inc.
“Purchaser” means the entity identified on the quotation or purchase order.
“Goods” means all products, materials, drawings, and related services supplied by Seller.

2. Offer & Acceptance

1. Quotations remain valid for 15 calendar days unless withdrawn earlier.
2. A binding contract arises only when Seller issues a written sales confirmation after credit approval.
3. Any inconsistent or additional terms proposed by Purchaser are rejected unless expressly accepted in writing by an authorized officer of Seller.

3. Pricing & Taxes

1. Prices may be adjusted for documented mill surcharges or government tariffs in effect on the shipment date.
2. All provincial, federal, and local taxes, duties, or fees are extra and will be invoiced as applicable.

4. Payment & Credit

4.1 Standard Payment Schedule

4.2 Seller may revise or revoke credit terms, require cash-in-advance, or demand security for payment at any time.

4.3 Overdue balances accrue interest at 1.5 % per month (18 % per annum), or the maximum lawful rate, plus reasonable collection costs and legal fees.

4.4 Failure to make any payment when due entitles Seller, without liability, to suspend manufacturing or delivery, repossess Goods, or cancel the contract.

5. Delivery, Title & Risk of Loss

1. Unless otherwise agreed, Goods are sold F.O.B. Seller’s plant; title and risk of loss transfer to Purchaser upon loading onto the carrier.
2. Lead times are approximate; Seller is not liable for delays of any kind.
3. Purchaser must provide adequate site access and unloading equipment; any demurrage or redelivery costs are Purchaser’s responsibility.

6. Inspection & Claims

1. Purchaser must inspect Goods within 48 hours of receipt and before fabrication or erection.
2. Visible shortages, damage, or non-conformities must be reported in writing on Seller’s claim form within that window; failure to do so constitutes acceptance.
3. No Goods may be returned without Seller’s prior written authorization.

7. Limited Warranty

1. Seller passes through the manufacturer’s written warranties for paint finish, substrate, structural components, and (when specified) weathertightness.
2. Except as expressly set forth in such written warranties, Seller makes no other warranties, express or implied, including merchantability or fitness for a particular purpose.
3. Seller’s sole obligation and Purchaser’s exclusive remedy are limited to repair, replacement, or credit of defective Goods.

8. Handling, Storage & Finish Responsibility

1. Steel ships with temporary mill coatings only; long-term protection is Purchaser’s responsibility.
2. Purchaser must store materials off the ground, covered, ventilated, and sloped to drain, and must touch-up any coating damaged during unloading or erection.
3. Seller disclaims liability for rust, staining, or finish degradation arising from improper storage, handling, or job-site conditions.

9. Changes, Cancellations & Returns

1. Design changes after order acceptance require Seller’s approval and may affect price and schedule.
2. Because Goods are custom-fabricated, orders are non-cancellable and non-returnable once released to engineering or production, except with Seller’s consent and full indemnification of costs.

10. Force Majeure

Seller is not liable for failure or delay caused by events beyond its reasonable control, including acts of God, labor disputes, pandemics, transportation disruptions, shortages of raw materials, or governmental actions.

11. Limitation of Liability

1. Seller’s aggregate liability shall not exceed the contract price of the specific Goods giving rise to the claim.
2. Seller shall not be liable for indirect, incidental, special, or consequential damages, including lost profits, downtime, or loss of use.

12. Indemnification

Purchaser shall indemnify and hold Seller harmless from all claims, damages, and expenses (including legal fees) resulting from Purchaser’s handling, installation, or use of the Goods, except to the extent caused by Seller’s proven negligence.

13. Intellectual Property & Confidentiality

Designs, drawings, calculations, and proprietary information supplied by Seller remain Seller’s intellectual property and may not be disclosed or reproduced without prior written consent.

14. Governing Law & Dispute Resolution

This contract is governed by the laws of the Province of Ontario, Canada. The parties submit to the exclusive jurisdiction of Ontario courts; Seller may, at its option, require binding arbitration under the Arbitration Act (Ontario).

15. Miscellaneous

1. Severability – If any clause is held invalid, the remaining clauses remain in full force.
2. Assignment – Purchaser may not assign rights or obligations without Seller’s written consent.
3. Entire Agreement – These Terms, together with Seller’s quotation, order confirmation, and any written change orders, constitute the full agreement and supersede all prior communications.
4. Waiver – Seller’s waiver of any breach is not a waiver of subsequent breaches unless expressly stated in writing.

By issuing a purchase order or otherwise accepting Goods, Purchaser acknowledges acceptance of these Terms & Conditions in their entirety.