Last Updated: June 24, 2026

These Terms and Conditions of Sale ("Terms") govern all sales of goods and services provided by NORTHBRIDGE TRADE & INDUSTRIAL SOLUTIONS and any affiliates (hereinafter called "Northbridge"). Purchaser shall be deemed to have full knowledge of these Terms, and such Terms shall be binding upon Purchaser if the goods and/or services are delivered to and accepted by Purchaser.

 

1. GENERAL PROVISIONS

By placing any order with Northbridge, whether verbally, in writing, electronically, or by any other means, the Purchaser expressly agrees to be bound by these Terms in their entirety, including all restrictions, disclaimers, and indemnification obligations contained herein. This acceptance applies to each and every order placed by the Purchaser, regardless of whether the Purchaser has separately acknowledged or signed these Terms for that specific order.
In the event of any conflict or inconsistency between these Terms and any document issued by the Purchaser (such as a purchase order), whether or not such document has been acknowledged or accepted by Northbridge, these Terms shall prevail. No waiver, alteration, or modification of these Terms shall be binding upon Northbridge unless written objection is received from the Purchaser within six (6) days of the Purchaser receiving these Terms and is approved in writing by a duly authorized representative of Northbridge.
These Terms shall be provided to the Purchaser, and deemed received by the Purchaser, upon the earlier of: (a) the date of Northbridge's quotation; or (b) the date of Northbridge's order acknowledgment, whichever occurs first, and in any event prior to shipment of any goods.

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2. QUOTATIONS

Northbridge's quotations represent an offer to supply the goods and/or services requested by the Purchaser, at the specified quantities, prices, and within a specified period. Unless otherwise stated, a quotation shall be null and void if the product, service, quantity, delivery, or any other specified term in the Purchaser's order differs from what was quoted.
Northbridge's quotations are subject to prior sale and shall be null and void without further notice to the Purchaser unless accepted by the Purchaser within ten (10) days from the date of quotation.

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3. PRICING

All quoted prices are based on known vendor costs, current exchange rates, tariffs, and applicable taxes. Unless otherwise stated, Northbridge reserves the right to adjust quoted prices, with or without notice, until the Purchaser's formal acceptance. Prices are subject to correction for clerical or typographical error. Unless otherwise stated, prices do not include delivery charges.

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4. ORDER CANCELLATIONS

Orders accepted by Northbridge are not subject to change or cancellation by the Purchaser except with Northbridge's prior written consent. Where a change or cancellation is accepted, Northbridge reserves the right to charge the Purchaser reasonable costs based on expenses already incurred and commitments made by Northbridge, including without limitation labour costs, material purchases, and cancellation charges levied by Northbridge's vendors.

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5. DELIVERY

Delivery schedules are approximate and based on the availability of goods, market conditions, and manufacturing schedules at the time of Northbridge's quotation and acceptance of the Purchaser's order. Northbridge shall not be responsible for any delay or non-delivery, nor for any damages or losses suffered by the Purchaser as a result thereof.

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6. FORCE MAJEURE

Northbridge shall not be responsible or liable for any loss or damage incurred by the Purchaser resulting from causes beyond Northbridge's reasonable control, including without limitation: acts of God, war, the order of any civil or military authority, invasion, insurrection, fire, flood or other weather-related delays, delays in transportation, unavailability of goods, manufacturing delays, sabotage, labour disputes, changes to tariffs or import taxes, or the failure of Northbridge's vendors to meet their delivery commitments. Delivery and acceptance of the goods and/or services by the Purchaser shall constitute a waiver of all claims for loss or damage arising from any such delay. The Purchaser acknowledges that this waiver has been specifically brought to its attention and forms a material part of the consideration for the price charged by Northbridge.

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7. SHORTAGES, DAMAGES, AND INCORRECT PRODUCT

Unless otherwise stated, Northbridge's responsibility for goods ceases upon delivery to the carrier. In the event of loss or damage during shipment, the Purchaser's claim shall be against the carrier only; Northbridge will provide reasonable assistance with such a claim upon request.
Claims for shortages or incorrect product must be made in writing within ten (10) days of the Purchaser's receipt of goods. If Northbridge does not receive written notification within this period, it shall be conclusively presumed that the goods were delivered in their entirety and in good order. Northbridge shall not be liable for goods that have been altered, defaced, or repaired by the Purchaser or any third party.

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8. RETURNED GOODS

Only goods accompanied by a Northbridge-issued Sales Return Order will be accepted. Requests for return must be made within thirty (30) days of the original shipment date.
Returns are limited to regularly stocked inventory items. Non-stock, special-order, fabricated, cut-to-length, modified, or customer-specific products are non-returnable unless approved in writing by Northbridge.
Welding consumables (including but not limited to electrodes, filler wire, and flux) that have been removed from their original sealed packaging, exposed to ambient air or moisture, or stored outside manufacturer-recommended conditions are non-returnable, regardless of whether a Sales Return Order has been issued, due to the risk of moisture contamination affecting weld integrity and product safety.
Unless otherwise stated, all approved returns are subject to a 25% restocking fee and must be returned in the same condition as originally received by the Purchaser. Northbridge reserves the right to adjust the restocking fee based on the condition of the goods upon arrival at a Northbridge warehouse. Goods that are damaged, incomplete, or otherwise unsuitable for resale may be rejected or subject to additional charges.
The Purchaser is responsible for all freight costs associated with returning goods to Northbridge unless otherwise agreed in writing.

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9. STORAGE

Unless otherwise agreed in advance, Purchaser-owned products stored at Northbridge facilities for more than twenty-five (25) days will automatically be entered into a Storage, Handling, and Marshalling Agreement, effective on the 30th day of storage. Such agreements will include applicable fees calculated based on the duration of storage, the volume and type of goods, and any additional handling requirements. Northbridge will notify the Purchaser in writing prior to the 25th day of storage, outlining the terms of the agreement and associated charges.
Failure by the Purchaser to accept or otherwise address the agreement will not exempt the Purchaser from the associated charges or from Northbridge's right to enforce these terms.

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10. WARRANTY AND PRODUCT TRACEABILITY

Northbridge disclaims any warranty of merchantability or fitness for a particular purpose in connection with any goods sold to the Purchaser. Product warranty against defects in material and workmanship is limited to the warranty extended to Northbridge by the original manufacturer.
Prompt written notice of any product defect must be provided by the Purchaser to Northbridge within the applicable product warranty period. Northbridge will issue a Sales Return Order for the Purchaser to return the defective product, properly packed, with transportation charges prepaid by the Purchaser. Northbridge will inspect the product and, in consultation with the manufacturer, determine whether the Purchaser's claim is valid under the manufacturer's warranty terms. The Purchaser shall assume all responsibility and expense for dismantling, removal, re-installation, and freight in connection with the defective product, unless otherwise extended by the manufacturer. Northbridge assumes no liability for installation, labour, or consequential damages, and all other warranties, legal, express or implied, are hereby expressly excluded.
Where applicable, Northbridge will provide batch/heat number certification upon request at the time of shipment. The Purchaser is responsible for storing welding consumables in accordance with the manufacturer's recommended storage conditions (including temperature, humidity, and re-baking requirements where applicable) upon receipt. Northbridge shall not be liable for any degradation in product performance resulting from improper storage or handling by the Purchaser after delivery.

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11. PAYMENT TERMS

Unless otherwise stated, invoices are payable within thirty (30) days of the invoice date. Should payment not be made when due, Northbridge reserves the right to charge interest on the overdue amount at a rate of eighteen percent (18%) per annum, calculated from the due date until paid in full. The charging of such interest shall not obligate Northbridge to grant any extension of payment terms.

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12. INDEMNIFICATION

The Purchaser shall indemnify, defend, and hold harmless Northbridge, its officers, agents, and employees from and against any and all liabilities, losses, costs, damages, legal fees and disbursements (on a full indemnity basis), claims, causes of action, suits, proceedings, fines, penalties, and expenses of any kind arising out of the Purchaser's use or misuse of the goods. See also Section 14 with respect to restrictions on use of the goods within the United States.

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13. RECURRING ORDERS

For Purchasers with established recurring or call-off order arrangements, these Terms shall apply to each individual shipment release, and pricing shall be subject to adjustment under Section 3 (Pricing) at the time of each release unless a separate written pricing agreement specifies otherwise.

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14. PRODUCT USE RESTRICTION — UNITED STATES

The Purchaser expressly agrees, on its own behalf and on behalf of its parent companies, subsidiaries, and affiliates, that the goods sold hereunder shall not be used, installed, resold, exported, re-exported, transferred, or otherwise distributed for use in the United States or its territories, under any circumstances.
The Purchaser shall be solely and fully responsible for ensuring compliance with this restriction by any parent company, subsidiary, affiliate, or related entity, whether or not such entity placed the order directly, and by any third party to whom the Purchaser sells, transfers, or supplies the goods. The Purchaser's breach of this Section shall be deemed to occur, and Northbridge's remedies under this Section shall accrue, upon any use, sale, or distribution of the goods within the United States by the Purchaser or by any party described above, regardless of whether Northbridge has any contractual relationship with such party.
The Purchaser represents and warrants that, to the best of its knowledge, neither it nor any of its parent companies, subsidiaries, or affiliates intends to use, install, or distribute the goods for end-use within the United States. The Purchaser shall promptly notify Northbridge in writing if it becomes aware, at any time before or after delivery, that the goods are intended or likely to be used, sold, or distributed in the United States by any party, including its own corporate affiliates.
The Purchaser acknowledges that this restriction is a material condition of sale and a primary basis upon which Northbridge has agreed to supply the goods at the quoted price. Any use, sale, or distribution of the goods within the United States — by the Purchaser, by any subsidiary or affiliate of the Purchaser, or by any subsequent party — is undertaken entirely at the Purchaser's own risk, and Northbridge shall bear no responsibility, liability, or insurance coverage whatsoever for any claim, injury, damage, loss, or legal action arising from such use, regardless of cause and regardless of whether Northbridge had knowledge of the corporate relationship between the Purchaser and the end-user.
The Purchaser shall indemnify, defend, and hold harmless Northbridge, its officers, agents, employees, and suppliers from and against any and all claims, liabilities, damages, legal fees, and expenses of any kind arising from or related to the use of the goods within the United States by the Purchaser or any of its parent companies, subsidiaries, affiliates, or downstream recipients.
This restriction, and the Purchaser's acknowledgment thereof, shall be deemed accepted by the Purchaser upon placing any order with Northbridge, in accordance with Section 1 of these Terms, without the need for a separate signature or certification document.

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15. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada. Northbridge and the Purchaser hereby submit to the exclusive jurisdiction of the Courts of the Province of British Columbia, and agree that any litigation between the parties shall be referred to such Courts and shall not be referred to the courts of any other jurisdiction.

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