TERMS AND CONDITIONS OF PURCHASE
January 2026
1. Purpose
These Terms and Conditons set out the obligations, rights, and protections of Ossia Process Solutions Ltd (“Buyer”) and any Seller
supplying Goods or Services. They apply to all purchases, and supersede any conflicting Seller terms unless expressly agreed in writing
2. Contractual parties
Buyer: Ossia Process Solutions Ltd.
Seller: The individual, company, or entity providing Goods or Services.
Goods: Any materials, equipment, or parts supplied under a Purchase Order.
Services: Any engineering, technical, or mechanical services supplied.
Purchase Documents: All documents forming the order, including purchase requests, quotes, or Purchase Orders.
3. Order acceptance & modifications
Orders are considered accepted when confirmed in wriƟng by the Seller.
Any requested changes to these Terms require the Buyer’s wriƩen approval.
Verbal agreements or amendments by the Seller are not binding.
4. Pricing invoicing & Payment
Prices shall remain valid for 45 days unless otherwise agreed.
Prices are inclusive of origin-country duties, tariffs, and fees, but exclude Canadian GST/HST or provincial taxes, which are billed separately.
Payment is due 60 days after receipt of a correct invoice.
The Buyer may withhold payment if Goods or Services fail to meet agreed specifications or contractual requirements. Payment will resume once deficiencies are resolved to the Buyer’s saƟsfacƟon.
5. Delivery & risk
Delivery must comply with the schedule, location, and conditions outlined in the Purchase Order.
The Buyer may reject Goods that are late, incomplete, damaged, or otherwise non-conforming.
Title transfers to the Buyer upon delivery or payment, whichever occurs first, without limiting the Buyer’s right to reject non-conforming Goods.
The Seller bears all risk until acceptance by the Buyer
6. Quality & Warranty
The Seller guarantees that all Goods are free from defects, meet industry standards, and are fit for purpose.
Services will be performed with professional skill, diligence, and in accordance with applicable standards.
The warranty period is 24 months from delivery or 12 months from commissioning, whichever comes first.
If the Seller fails to remedy defects promptly, the Buyer may take corrective measures at the Seller’s expense and recover associated costs
7. Returns & Corrections
Goods that are incorrect, defective, or in excess of the order may be returned at the Seller’s expense.
The Seller shall provide replacements or corrective actions within a reasonable time.
8. Tax & Duties responsibilities
The Seller is responsible for all applicable taxes, duties, and levies related to the supply of Goods and
Services, except for Canadian GST/HST payable by the Buyer.
The Seller shall indemnify the Buyer against any claims, penalties, or assessments arising from failure to comply with tax obligations.
9. Liability & indemnification
The Seller shall defend and hold harmless the Buyer, its officers, employees, and consultants against all
claims, losses, or damages arising from the Seller’s negligence, breach of contract, or misconduct.
Similarly, the Buyer shall indemnify the Seller for claims arising from the Buyer’s negligence or willful misconduct.
10. Assignment & subcontracting
The Seller may not assign or transfer obligations under the Purchase Order without prior wriƩen consent from the Buyer. Subcontracting of Services or supply of Goods must also be approved in writing by the Buyer.
11. FORCE MAJEURE
Neither party is liable for delays caused by events beyond reasonable control, including natural disasters, strikes, governmental actions, or other unforeseen events. Parties affected must promptly notify the other of the event, its expected impact, and an estimated timeline for resumption of obligations
13. governing law & dispute resolution
These Terms are governed by the laws of Alberta, Canada. Any disputes shall be resolved in Alberta courts unless the parties agree in writing to arbitration or alternative dispute resolution.
14. entire agreement
These Terms, together with the Purchase Documents, represent the complete agreement between the Buyer and Seller. Any prior negotiations, agreements, or representations are superseded. Exceptions or modifications are only valid if formally approved in writing by the Buyer.
15. timelines & performance
Time is critical for all obligations under this Agreement. The Seller must adhere strictly to delivery schedules, performance milestones,
and correction deadlines.