Terms and Conditions of Sale

Effective as of July 25, 2023

For supplies, products, equipment, and gas

Except as provided in a separate written agreement, such as but not limited to a Cylinder Products and Welding Supplies Agreement, Cylinder Product and Services Agreement or a Welding Supplies Agreement, and negotiated by the parties and executed by authorized representatives of Seller and Buyer, each sale of Products or Supplies (collectively “Goods”) by Seller shall be governed by these Terms and Conditions of Sale ("Terms"). "Seller" refers to Air Liquide Canada Inc. "Buyer" refers to the purchaser of Products or Supplies from Seller. "Product(s)" refers to industrial, special or medical gases provided by Seller to Buyer. "Supplies" refers to welding and safety supplies and equipment provided by Seller to Buyer. Seller’s acceptance of any order is expressly subject to Buyer's assent to each and all of the terms and conditions set forth herein. These Terms represent the entire agreement with respect to the sale or rental of Products and, except as provided in a separate written agreement as set forth above, supersede all prior or contemporaneous written/oral communications between the parties and information in any Seller literature, website or catalog, and override and exclude any other terms and conditions stipulated, incorporated or referred to by Buyer, including without limitation any Buyer purchase order, and any prior course of dealing between the parties.

1. AGREEMENT. 

Buyer shall not purchase any Products or Services on Seller’s website ("Site") unless Buyer is an authorized, registered user of the Site. By purchasing any Products or Services on the Site, Buyer accepts, without limitation or qualification, these Terms governing such purchase. If Buyer does not agree and accept, without limitation or qualification, these Terms, Buyer may not purchase from the Site. Seller reserves the right to modify and update these Terms at any time by e-mail, the Site or other commercially reasonable methods, and Buyer should carefully review these Terms before each purchase. These Terms, as modified, shall apply to all purchases of Products and/or Services on or after such update.

2.SPECIFICATIONS

The Goods sold hereunder as well as Seller’s gas containers used in the sale of gases (“Cylinders’’), shall conform to the standard specifications established by the Seller and shall comply with applicable codes and standards.

3. CYLINDERS

All of Buyer’s requirements of Product shall be supplied by Seller in Seller’s Cylinders. Buyer agrees that the Cylinders and any part or accessory thereof (including, as the case may be, but not limited to the quick connective coupling device, the SYGAL™ portable gas cylinder, the integrated regulator flowmeter and the filling station) are and shall remain the sole property of Seller. Buyer shall have the custody, care and control of the Cylinders. Buyer will not allow the Cylinders to become subject to any such lien and encumbrance or claim by a third party and shall, if any, promptly remove and procure the release of any such lien, encumbrance or claim. Buyer assumes all risk of loss or damage to the Cylinders or to any part or accessory thereof (excluding the on/off lever for ALTOP™ Cylinders), even in case of force majeure, from Cylinders’ delivery until Cylinders’ return to Seller’s point of shipment. Buyer shall notify Seller immediately of any damage to or malfunction of the Cylinders. Buyer shall not, nor shall Customer allow any third party to alter, adjust, repair or tamper with the Cylinders or any part or accessory thereof. Buyer agrees, even in the case of force majeure, not to have the Cylinders recharged with any product, gas, liquid or other material whatsoever by any person, firm or corporation other than Seller without the prior written consent form Seller.

4. CYLINDER RENTAL

Unless otherwise specified, cylinders, fittings and caps covered by these Terms are rented by Seller to Buyer at Seller’s current daily rates, beginning with the date of delivery. Rental charges are assessed as of the last day of each month or at the start of each annual lease period, as applicable.

5. INSPECTION

Buyer shall inspect the Goods and Cylinders upon their arrival. Should Buyer find that the Goods and/or Cylinders do not conform to the description herein, Buyer shall give written notice to that effect to Seller within 10 days from the arrival of such Goods and/or Cylinders. Failure of Buyer to give Seller such notice shall constitute an irrevocable acceptance of the Goods and/or Cylinders, and Buyer shall be bound to pay the full price thereof. If after irrevocable acceptance of the Goods, Buyer with Seller’s written consent, returns the Goods to Seller, a handling charge will be levied on all goods returned for credit, based on Seller’s policy at the time of return.

6. DELIVERIES  AND TITLE TO GOODS

Delivery method for all orders shall be as stated on the Seller’s delivery note and/or invoice and, if not stated therein, shall be FOB Seller's Seller’s local producing and delivery facility. Delivery date(s) are determined from the date of each order of Goods and are estimates of approximate dates of delivery, not a guarantee of a particular day of delivery. Seller reserves the right to decline or cancel any order at any time prior to shipment.Title and risk of loss, theft or damages of Goods and Cylinders will pass to Buyer upon delivery.

7. PAYMENT AND TAXES

Buyer shall pay the fees and prices set forth in these Terms and any other special non-price charges (including raw material, fuel and energy surcharges) that Seller may assess, from time to time. Unless otherwise specified, Buyer shall make payment in full within thirty (30) days after the date of Seller’s invoice. If Buyer does not pay on time, Seller may (i) place Buyer on C.O.D., (ii) suspend deliveries, or / and (iii) enter upon Buyer’s premises and repossess the Cylinders. Seller shall have the right to charge, on any amount unpaid 30 days after the invoice date, interest each month at 2% per month (24% per annum) Buyer agrees to pay all taxes (if any) upon the sale, delivery, storage, use and rental of the Goods or the Cylinders. 

8. WARRANTIES

Products - Seller warrants that the Products delivered to Buyer comply with the standards of the Compressed Gas Association and Seller’s Standards. If the Products do not conform to warranty, Buyer’s sole remedy is to require Seller to replace the nonconforming Goods at Seller’s cost. Supplies - Seller warrants and guarantees to Buyer, for and during the full period of twelve (12) months following reception of the Supplies by Buyer at the consuming location, that all Supplies supplied under this Agreement are free from defects in design and workmanship and are in conformity with Seller standards or the manufacturer’s standards, as the case may be. If the Supplies do not conform to warranty, Buyer’s sole remedy is to refuse the Supplies and require Seller to replace or repair the Supplies. If applicable, Seller will assign to Buyer any implied or express warranty, indemnity or other right Seller may have in the Goods from all manufacturers, subcontractors and other suppliers of Seller. Buyer understands that in order for the Seller to be able to properly investigate, Buyer must notify Seller of all claims within 10 days after the occurrence. If applicable, Seller will assign to Buyer any implied or express warranty, indemnity or other right Seller may have in the Goods from all manufacturers, subcontractors and other suppliers of Seller. SELLER MAKES NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. LIABILITY AND INDEMNITY

Buyer acknowledges having been informed by Seller’s representative of the safe method for handling and carrying Cylinders and agrees herein to completely discharge the Seller of any responsibilities that could result from his decision to carry the Cylinders in an inappropriate way and/or go against the applicable laws. Seller shall not entertain any claims for loss of content based on defective valves or other Cylinder imperfections unless same are made within 10 days after receipt of the respective Cylinders by Buyer and unless the Cylinder is returned to Seller with a tag attached stating the defect within said 10 days. Subject to the limitations contained in section 6, each party will be responsible for and will indemnify the other from and against any and all direct claims and demands, loss or damage to property or persons, at any time caused by or resulting from its negligence, its acts or omissions or those of its agents and employees. In any event, Seller’s total liability shall not exceed the amount paid by Buyer to Seller for Goods during the twelve (12) months preceding the event which gave rise to the claim. Regardless of the circumstances, neither party will be liable to the other for special, indirect or consequential damages howsoever occurring.

10. SAFETY INFORMATION

Buyer acknowledges that the Goods are a hazardous chemical, classified as such under the Federal Hazardous Product Act, and that its use, in the workplace, is regulated by the Provincial Occupational Health and Safety Act and Regulations. Buyer acknowledges that there are hazards associated with the transportation, handling, storage, possession and use of the Cylinders and the Goods. Buyer represents that it understands the hazardous nature of the Goods and the Cylinders and that it is its duty to warn, protect and train as appropriate all personnel and third parties, and its property and that of others, who may be exposed to these hazards. Buyer also acknowledges that Seller has provided it with appropriate Safety Data Sheet(s). Buyer understands that the Goods and the Cylinders must not be used without first consulting the Safety Data Sheet(s). Buyer will make sure all employees and persons who might become exposed to the Goods received and refer to copies of the Safety Data Sheet(s).

11. RESERVE OF OWNERSHIP

The Seller agrees to sell to the Buyer and the Buyer agrees to purchase from the Seller, the Good(s) described herein, by which the Seller reserves ownership of the Good(s) until full payment of the sale price and subject to the provisions contained herein.

12. EXCUSE OF PERFORMANCE

Neither party shall be in default under these Terms or responsible for damage or otherwise, for any failure or delay in the performance of its obligations (with the exception of obligation to make payments) caused by accidents, fires, floods, storms, riot, wars, sabotage, explosion, strikes, lockouts or other labour disturbances, restraints of governments, inability to obtain power or fuel, machinery breakdowns, delay of a carrier, failure of normal sources of supply or of manpower or any other similar or dissimilar causes beyond their control. The party affected will give prompt notice to the other party of such excuse of performance.

13. LIMITATION ON INTENDED USERS

THE GOODS ARE INTENDED FOR ULTIMATE PURCHASE BY COMMERCIAL INDUSTRIAL USERS AND FOR OPERATION BY PERSONS TRAINED AND EXPERIENCED IN THE USE AND MAINTENANCE OF  SUPPLIES AND INDUSTRIAL, MEDICAL AND SPECIALTY GASES. Except as expressly provided by Seller in writing, the Goods are NOT intended for resale by Buyer to consumers and thereby, Buyer is not authorized to extend Seller’s warranties to any consumer.

14. SUCCESSORS AND ASSIGNS

This Agreement will be binding upon the parties and their successors and assigns. Buyer will not have the right to assign this Agreement without the prior written consent of Seller, and such consent will not be unreasonably withheld.

15. MODIFICATIONS

No provision of any purchase order of Buyer will alter or add to the terms of the Agreement, and any such provision will be void. No modification of this Agreement will be binding unless it is in writing and signed by an authorized representative of each party.

16. WAIVER

The waiver by either party of any of its rights under this Agreement will not be construed as constituting a precedent.

17. PRIVACY  

Seller's Privacy Policy is incorporated and made part of these Terms. You hereby agree to such Privacy Policy. Any personal data (for example, your name, address, telephone number or email address) that you transmit to any Seller websites by electronic mail or otherwise will be used by Seller in accordance with the Privacy Policy. Any other communication or material you transmit to any of Seller websites, such as questions, comments, suggestions or the like, will be treated as non-confidential and non-proprietary. 

18. GENERAL DISPOSITIONS

Should any provision of this Agreement become invalid or unenforceable, it shall be considered severed from this Agreement and shall not affect the validity of the remainder of the Agreement. This Agreement will be governed and construed according to the laws of the province of Québec.

19.  RETURN POLICY

At Air Liquide Canada, customer satisfaction is our priority. Most Goods purchased on our website can be returned within 30 days of purchase for a refund.* The returned Goods must be new, unaltered and unused, with all labels and/or seals and in its original packaging.

Return of cylinders

Special terms may apply. Contact our customer service at 1 833-935-3252 (toll free).

Return of Supplies (welding and safety products)

If you received the incorrect Supplies or if your Supplies are damaged or defective, you can make a return by following these 4 easy steps.

• Authorize your return

Contact our customer service department at 1 833-935-3252 (toll free) to obtain a Return Merchandise Authorization (RMA) document.

• Print your RMA document

Print your Return Merchandise Authorization (RMA) document and place it inside the return packaging. Note the return address that will appear on this document (refer to the box titled “Ship from”).

• Pack your Supplies

Pack the Supplies safely and securely in containers that provide adequate protection from the elements and the risk of damage, loss or theft normally associated with shipping this type of product. Your Return Merchandise Authorization (RMA) document must accompany your package.

• Ship your return package

Ship your return package to the address indicated on your Return Merchandise Authorization (RMA) document:

You can also return your Supplies to an Air Liquide store. To find the store closest to you, visit our store locator at airliquide.ca

Your refund will be issued after the Good has been returned and inspected. Air Liquide Canada reserves the right to refuse a refund or return, or to charge fees in the event that the customer has damaged the Goods, Cylinders and/or the original packaging of the product.

The refund will be made using the same payment method used for your purchase.

You will receive confirmation of the return by email once it has been completed.

You will be responsible for the return shipping fees of any item you return.

Any expedited shipping charges you paid on the original order are non-refundable.

* Certain exceptions may apply.

20.  ONLINE ORDERS

The Seller reserves the right, without prior notice, to limit the order quantity of any Goods or services and/or to refuse to sell to or to serve any Buyer. The Seller may also require verification of information prior to acceptance and/or shipment of any order for Goods. The Seller also reserves the right to cancel, terminate or not process any order (including an accepted order) if the price of the Good or any other material information on the Website relating to that Good is inaccurate or erroneous, or if the Seller identifies or suspect an anomaly or irregularity of any kind in connection with the order the Buyer has placed or the chosen payment method.

™ Registered trade-mark of L’Air Liquide S.A.

The client described on the reverse side hereof (the "Client") agrees as follows:

1. In this Agreement “Rented Equipment” means goods and equipment of any description rented from Seller together with any attachments, parts and accessories thereto whether expressly described on the face hereof or not.“Purchased Goods” means goods and equipment purchased from Seller.

2. All Rented Equipment shall be used, stored, maintained and operated in a careful and prudent manner by the Client and in full accordance with instructions of the manufacturer and/or Seller and the Client shall at his/her expense comply with all governmental laws and regulations in any way relating to the same.

3. The Client has examined the Rented Equipment and agrees that it is in good condition and repair. Any Rented Equipment will, upon the expiration or termination of this Agreement, together with any parts or accessories relating or affixed to the Rented Equipment, be returned at the Client's expense to Seller in as good condition as when received by the Client, ordinary wear and tear excepted. The Client will pay to the Seller the current daily rental fee for each day due following the expiration or termination of this agreement and shall remain fully responsible for any risk of loss of the Rented Equipment, until the Rented Equipment is returned to Seller.

4. The Client acknowledges relying upon the advice of his/her physician, if any, and, in any event not upon any claim or representation made by Seller, its therapists or employees. The Client acknowledges that Seller assumes no responsibility or liability for the success, failure or effect of any therapy using the Rented Equipment or Purchased Goods.

5. Any and all warranties communicated to the Client concerning Rented Equipment or Purchased Goods are, unless expressly stated in writing to the contrary, the warranties of the manufacturer and not of the Seller. Seller makes no warranties, conditions or promises with respect to the Purchased Goods, Rented Equipment or services supplied, including without limitation, delivery dates or fitness for a purpose. Any and all other warranties, conditions, promises and liabilities whether implied by law, conduct, or otherwise are hereby expressly disclaimed.

6. The Client releases Seller from any claim for damages or losses of any nature or kind, arising out of the storage, possession, alteration, use or misuse of Rented Equipment or Purchased Goods save where the same results from the proven gross negligence of Seller.

7. In any event, but without limitation to paragraphs 5 and 6: (a) Seller shall not be liable to the Client for any amount beyond the price or rental of the goods or services sold, supplied or rented hereunder, (b) Seller shall not be liable to the Client for any special, indirect or consequential damages or third party liabilities, (c) no claim may be brought against Seller more than 180 days after the occurrence of the event giving rise to such claim whether it was discovered by the Client before or after expiration of such time, and (d) this paragraph 7 applies to any claims whatsoever brought against Seller in respect of the Rented Equipment or Purchased Goods upon any grounds whatsoever including claims based on tort or breach of contract.

8. The Client agrees not to remove, or permit the removal of, Rented Equipment from the address specified on the face of this Agreement without the prior written consent of Seller. Rented Equipment shall not be affixed or attached to any Iands or other chattels. The Client shall not sell, sublease, or give over possession of Rented Equipment to, or permit its use by any person other than the Client and/or the Client's own employees.

9. Rented Equipment is and will at all times remain the sole property of Seller with full power and authority in Seller to recover the same. The Client shall have no right, title or interest in the Rented Equipment except as expressly set forth herein and, further, the Client will not act nor fail to do any act which will result in any encumbrance, lien, charge, hypothec or other interest being created or acquired against the Rented Equipment in favour any third party, including any taxing authority.

10. The Client shall bear aII risk of damage, loss, theft or destruction of Rented Equipment however caused and whether or not due to any fault of the Client and upon submission of an invoice shall reimburse Seller in an amount equal to Seller's reasonable estimation of the cost of repair or replacement (as new) of the same.

11. The Client shall not permit anyone other than Seller or its authorized representatives to effect any repair, adjustment or maintenance to, or of, Rented Equipment. The Client agrees to immediately inform Seller of all loss, damage, defect or failure in or to Rented Equipment.

12. To the extent that this a rental agreement, the term shall be indefinite, unless otherwise specified herein and Seller has the right to cancel this Agreement at any time during the term hereof by notice in writing to the Client.

13. The Client agrees that Seller has the right to (a) adjust rental and demurrage charge here under upon 15 days written notification to the Client, and (b) to adjust the price for Purchased Goods at any time until acceptance of the Client's order.

14. Nothing in this Agreement or in the dealings between the parties will oblige Seller to extend credit to the Client.

15. All Purchased Goods shall remain the property of Seller until the purchase price has been paid in full. Cheques and credit card payments are not considered as payment until honoured. Notwithstanding the foregoing, all risk of damage or loss to Purchased Goods shall pass to the Client upon shipment from Seller's premises or delivery to the Client whichever shall first occur.

16. Any deposit paid by the Client hereunder shall be held by Seller and applied from time to time at its option towards the satisfaction of the Client’s obligations hereunder, including without limitation, the payment of overdue charges and the satisfaction of any indemnities. Within a reasonable time following termination of this Agreement, Seller shall return to the Client any remaining balance of such deposit.

17. The Client agrees to indemnify and hold Seller harmless from any and all loss, costs, damages, legal fees (on a solicitor and client basis), liability or claims (including claims by third parties) resulting from the Client's use, ownership or possession of Rented Equipment or Purchased Goods. If suit is instituted by Seller to enforce any of the terms, covenants or conditions hereof or to defend itself against a claim unsuccessfully brought in whole or in part by the Client or to recover possession of Rented Equipment or money payable hereunder, the Client agrees to indemnify Seller for all costs including legal costs (on a solicitor and client basis) incurred by Seller in such suit or suits.

18.The Seller shall be excused from any obligation hereunder where and to the extent that Seller’s failure to perform its obligations is due to weather, labour disputes, software or equipment failures or disruptions, acts of God or any other circumstances beyond its control.

19. All monies payable by the Client hereunder shall bear interest at the rate of 1.5% per month (18% per annum) from the date due. Save where otherwise stated herein,monies payable hereunder are payable upon receipt of an invoice and are deemed due at the expiry of the delay mentioned on such invoice. Without limitation to the foregoing, if this is a rental agreement, the Client agrees to pay immediately all rental charges and other costs and charges incurred under this Agreement upon expiration or termination of the Agreement. Upon default by the Client of any obligation hereunder, Seller may, at its option and without restriction to any other of its rights and remedies, declare all accounts with the Client to be immediately due and payable, and immediately cancel the agreement.

20. No term of this Agreement may be waived except with the written consent of Seller, and any forbearance or indulgence by Seller shall not constitute a waiver of any covenant, condition or other obligation of the Client.

21. All amounts payable by the Client to Seller shall be payable without set off or abatement and any claims alleged by the Client as against Seller shall be brought by separate action and shall not be joined with any claim by Seller as against the Client nor shall any cIaim by Seller be stayed.

22. This Agreement shall ensure to the benefit of and be binding upon the heirs, executors, successors and assigns of the parties hereto. Any ambiguities or uncertainties in the interpretation of this Agreement shall be resolved in the manner most favourable to Seller's interests. All protections given to Seller under the clauses of any other agreement, Consent or Acknowledgment given by the Client to Seller are to be read individually so that the protections given under one such clause does not reduce or limit the protections given to Seller under any other. Any invalid or unenforceable provision of this Agreement shall be severed from the rest of this Agreement and remaining provisions of this Agreement shall remain in full force and effect. This Agreement shall be construed according to the laws of the Province in which the Rented Equipment is rented and/or the Purchased Goods purchased. All releases, indemnities and other protections given to Seller hereunder shall also extend to and include Seller's affiliated entities and their respective employees, agents and contractors.