Terms of Sale

1. Definitions and Application

“Order” means any purchase order or order request submitted by the Buyer. “Contract” means the binding agreement formed when Supco Canada issues a written order acknowledgement or commences delivery of the Goods. These Terms apply to every Contract unless expressly varied by a written agreement signed by an authorized officer of Supco Canada. No course of dealing, course of performance, or trade usage shall modify these Terms.

2. Quotations, Orders and Order of Precedence

All quotations are valid for 30 days from the date of issue unless otherwise stated and may be withdrawn or revised by Supco Canada at any time prior to acceptance. Orders are subject to written acceptance by Supco Canada and Supco Canada reserves the right, in its sole discretion, to decline any Order in whole or in part. Confirmed Orders may be cancelled or rescheduled only with Supco Canada’s prior written consent and may be subject to cancellation, restocking, and engineering charges of up to 100% of the Order value for custom, machined, or remanufactured items.

Order of Precedence. Supco Canada hereby objects to and rejects any additional, different, or conflicting terms contained in the Buyer’s purchase order, acknowledgement, invoice, or other document. In the event of any conflict, the following order of precedence shall apply: (a) any individually negotiated written agreement signed by both parties; (b) Supco Canada’s written quotation or order acknowledgement; (c) these Terms. The Buyer’s pre-printed terms and conditions shall have no force or effect, and acceptance by Supco Canada is expressly conditioned on the Buyer’s assent to these Terms.

Quantity-Dependent Pricing. All quoted prices are based on, and apply only to, the specific quantities, part numbers, configurations, packaging, and delivery destinations stated in the quotation. Any change in the requested quantity (whether increase or decrease), part mix, configuration, packaging, or destination invalidates the quoted price, and Supco Canada will issue a revised quotation. The Buyer may not split, partially exercise, or scale an Order against a quotation without Supco Canada’s written agreement to the revised price.

Lead Times and Availability. All lead times, delivery dates, and stated availability are estimates only, current as at the date of quotation, and subject to confirmation and change at the time of Order placement based on production loading, supplier availability, raw-material lead times, and other factors. Supco Canada shall not be liable for any delay in delivery, however caused. Time is not of the essence with respect to Supco Canada’s performance.

3. Specifications and Conformity

Goods are supplied in accordance with the specifications stated in Supco Canada’s quotation or product datasheet. Reasonable manufacturing tolerances and minor deviations in dimensions, finish, weight, and materials are permitted and shall not constitute non-conformity. Supco Canada may, without notice, make non-material changes to specifications, materials, or processes provided the form, fit, and function of the Goods are not adversely affected.

4. Pricing, Taxes and Payment

Prices are quoted in Canadian Dollars (CAD) or United States Dollars (USD) as indicated and are exclusive of all taxes, duties, levies, tariffs, customs fees, brokerage charges, freight, insurance, and similar costs, all of which are the Buyer’s responsibility. Where Supco Canada is required to collect or remit any tax (including HST/GST/PST/QST), such tax will be added to the invoice.

Unless otherwise agreed in writing, payment terms are net 30 days from invoice date for established customers, and pro-forma (advance payment in cleared funds) for new customers and any customer outside Canada. Supco Canada may at any time, in its sole discretion, modify credit terms, require security or guarantees, or suspend deliveries if the Buyer’s financial condition deteriorates or any payment is overdue.

Overdue accounts shall bear interest at 1.5% per month (18% per annum) calculated daily from the due date until paid, both before and after judgment. The Buyer shall reimburse Supco Canada for all costs of collection, including reasonable legal fees on a substantial-indemnity basis. The Buyer has no right of set-off, counterclaim, deduction, or withholding.

Acceleration on Default. On any default in payment when due, any material breach by the Buyer, the Buyer’s insolvency, bankruptcy, receivership, assignment for the benefit of creditors, or any similar event, all amounts owing by the Buyer to Supco Canada under any Contract or invoice shall, at Supco Canada’s option, immediately become due and payable in full, without notice or demand, and Supco Canada may suspend or cancel any further deliveries without liability.

Cross-Default. A default by the Buyer under any one Contract, invoice, or Order is deemed a default under all Contracts, invoices, and Orders with Supco Canada, entitling Supco Canada to suspend deliveries, accelerate all balances, and exercise all remedies under any or all Contracts.

Price Escalation. Prices for un-shipped Goods are subject to escalation by Supco Canada to reflect any increase in raw material, energy, freight, currency exchange, or labour costs of more than 5% between the date of order acknowledgement and the date of shipment. Supco Canada will provide written notice of the revised price; the Buyer may, within 5 business days of such notice, cancel the un-shipped portion of the affected Order, failing which the revised price applies.

Tariff, Duty and Trade-Remedy Pass-Through. Notwithstanding any other provision of these Terms, any quotation, any order acknowledgement, any quotation-validity period, or any acceptance of an Order, the Buyer shall bear and pay, in addition to the quoted price and without right of set-off, counterclaim, deduction, or cancellation, any and all tariffs, customs duties, surtaxes, retaliatory measures, anti-dumping duties, countervailing duties, safeguard or trade-remedy measures, Section 232 / Section 301 duties, border-adjustment levies, brokerage fees, harbour-maintenance fees, merchandise- processing fees, and any similar import, export, or transit charges (collectively, “Trade Charges”) that are imposed, increased, modified, expanded in scope, or first made applicable to the Goods, the parties, or the transaction by any governmental or supranational authority (including, without limitation, Canada, the United States, the European Union, the United Kingdom, China, or any other jurisdiction) between the date of quotation and the date the Goods clear final customs in the destination country.

The pass-through of Trade Charges under this clause: (a) is automatic and does not require the Buyer’s consent or any amendment to the Order; (b) applies irrespective of the Incoterms® rule selected, irrespective of whether the Buyer or Supco Canada is the importer of record, and irrespective of which party would, but for this clause, have borne the charge; (c) entitles Supco Canada to invoice the Trade Charges separately or as an addition to the invoice for the Goods, payable on the same terms; (d) does not give the Buyer a right to cancel, suspend, withhold payment for, or return the Order or any portion of it; and (e) is not a force-majeure event for the Buyer. If a Trade Charge is reduced, refunded, or remitted after payment, the Buyer is responsible for pursuing any drawback or refund from the relevant authority at its own expense, and Supco Canada has no obligation to claim, pursue, or remit any such drawback or refund.

5. Delivery, Title and Risk

Unless otherwise agreed in writing, Goods are supplied EXW (Ex Works) Maple, Ontario, Canada (Incoterms® 2020). Risk of loss or damage passes to the Buyer upon delivery to the first carrier or upon notification that the Goods are available for collection, whichever is earlier. Export documentation, freight, insurance, customs clearance, and import duties are the Buyer’s sole responsibility unless expressly agreed otherwise in writing.

Retention of Title. Notwithstanding delivery and the passing of risk, legal and beneficial title to the Goods shall not pass to the Buyer until Supco Canada has received payment in full, in cleared funds, of all sums owing in respect of the Goods and any other goods supplied to the Buyer. Until title passes, the Buyer shall hold the Goods as bailee for Supco Canada, store them separately so they remain identifiable, and not pledge, charge, or otherwise encumber them. Supco Canada reserves a purchase-money security interest in the Goods and the proceeds thereof under the Personal Property Security Act (Ontario), and the Buyer authorizes Supco Canada to make any filings necessary to perfect such security interest. Supco Canada may, on default in payment, enter the Buyer’s premises during business hours to recover unpaid Goods.

All delivery dates are estimates only. Supco Canada shall not be liable for any delay in delivery, however caused, and time shall not be of the essence. Supco Canada may make partial or instalment deliveries, each of which shall be invoiced and paid for separately.

If the Buyer fails to take delivery within 5 business days of notice that the Goods are ready, Supco Canada may store the Goods at the Buyer’s risk and expense and invoice the Buyer for storage, handling, and insurance.

6. Inspection and Acceptance

The Buyer shall inspect the Goods promptly upon delivery and shall be deemed to have irrevocably accepted them unless written notice of any visible defect, shortage, or non-conformity is given to Supco Canada within 10 business days of delivery. Notice of any latent defect must be given within 14 days of discovery and in any event no later than the expiry of the warranty period set out in Section 8. Failure to give timely notice constitutes acceptance and waives any related claim.

7. Returns and Cancellations

Goods may not be returned without a Return Material Authorization (RMA) issued in advance by Supco Canada. Approved returns of stock items in original, unused condition are subject to a restocking and inspection fee of up to 35%, in Supco Canada’s sole discretion, with all return freight, insurance, and handling charges at the Buyer’s expense. Custom, machined, modified, or remanufactured-to-order Goods are non-returnable and non-cancellable. Goods showing signs of installation, modification, or use are non-returnable.

8. Limited Warranty

Goods are manufactured or remanufactured under Supco Canada’s ISO 9001:2015 certified Quality Management System. Supco Canada warrants that the Goods will, for a period of twelve (12) months from the date of delivery (the “Warranty Period”), be free from defects in material and workmanship under normal use and proper installation, maintenance, and service. The limited warranty in this Section extends only to the original Buyer named on the invoice and is non-transferable and non-assignable to any subsequent purchaser, end-user, lessee, or other party in the supply chain.

Supco Canada’s sole obligation, and the Buyer’s sole and exclusive remedy, for any breach of this warranty is, at Supco Canada’s option, repair, replacement, or refund of the invoice price of the affected Goods, conditioned upon:

• Written notice of the claimed defect within 14 days of discovery and within the Warranty Period;
• No unauthorized modifications, repairs, alterations, or use of non-Supco replacement parts;
• Installation, operation, and maintenance by qualified personnel in accordance with applicable OEM service manuals and industry standards;
• Return of the affected Goods to Supco Canada, freight prepaid, for inspection if requested;
• Payment in full of all amounts owing to Supco Canada.

The warranty does not cover damage caused by misuse, abuse, accident, neglect, improper installation, abnormal operating conditions, contamination, fire, water, collision, normal wear and tear, or failure to follow OEM service procedures. Repair or replacement under this warranty does not extend the original Warranty Period.

10. Buyer’s Application and Installation Risk

Supco Canada is an independent aftermarket manufacturer. OEM part numbers, locomotive models, and engine designations are referenced solely for cross-identification purposes. The Buyer is solely responsible for: (a) verifying the suitability of any Goods for the Buyer’s specific application, locomotive model, operating environment, and regulatory regime; (b) ensuring that installation is performed exclusively by qualified, trained personnel in accordance with the relevant OEM service manuals, applicable rail safety regulations, and good industry practice; and (c) testing and commissioning the Goods prior to placing the equipment back into service. Supco Canada provides no engineering, design, or compliance services in connection with the Buyer’s end use unless expressly agreed in writing.

Flow-Down on Resale. If the Buyer resells, distributes, leases, or otherwise transfers the Goods to any third party, the Buyer shall impose on its customer or transferee, in writing, terms and conditions no less protective of Supco Canada than these Terms, including without limitation the warranty disclaimer (Section 9), limitation of liability (Section 11), buyer-application risk (this Section 10), sanctions and export-controls obligations (Section 14), and limitation period (Section 19). The Buyer remains primarily liable to Supco Canada for any failure to do so and for any breach by its customer or transferee, and shall indemnify Supco Canada accordingly.

11. Limitation of Liability

To the maximum extent permitted by law, Supco Canada’s total cumulative liability arising out of or relating to any Contract, the Goods, or these Terms, whether in contract, tort (including negligence), strict liability, breach of statutory duty, indemnity, or otherwise, shall not exceed the invoice price actually paid by the Buyer for the specific Goods giving rise to the claim.

In no event shall Supco Canada be liable for any indirect, incidental, special, consequential, exemplary, punitive, or aggravated damages, including without limitation loss of revenue, loss of profits, loss of business, loss of contracts, loss of goodwill, loss of data, cost of substitute goods, cost of locomotive or rolling-stock downtime, delay damages, demurrage, claims by third parties, recall costs, or environmental remediation costs, whether or not Supco Canada has been advised of the possibility of such damages and regardless of the theory of liability. The parties acknowledge that the limitations and exclusions in this Section and Sections 8, 9, 10, and 19 are an essential basis of the bargain and that the prices charged reflect this allocation of risk.

Essential Purpose. The limitations, exclusions, and disclaimers in this Section and in Sections 8 and 9 apply even if any limited or exclusive remedy fails of its essential purpose, apply in the aggregate (not per claim or per Order), and survive any termination, expiry, or rescission of any Contract.

Exclusive Remedy; No Equitable Relief Against Supco Canada. The Buyer’s sole and exclusive remedy for any breach by Supco Canada is monetary damages subject to the cap in this Section. The Buyer waives all rights to specific performance, injunctive relief, rescission, restitution, and any other equitable remedy against Supco Canada. (For greater certainty, this waiver does not limit Supco Canada’s right to seek injunctive or equitable relief against the Buyer.)

12. Buyer’s Indemnification of Supco Canada

The Buyer shall defend, indemnify, and hold harmless Supco Canada and its officers, directors, employees, agents, affiliates, and suppliers from and against any and all claims, demands, suits, losses, damages, liabilities, fines, penalties, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Buyer’s installation, use, modification, resale, or disposal of the Goods; (b) personal injury, death, or property damage caused by or attributed to the Goods after delivery, except to the extent caused by Supco Canada’s gross negligence or wilful misconduct; (c) any breach by the Buyer of these Terms or any applicable law; and (d) any claim by a third party (including the Buyer’s employees, contractors, or end customers) relating to the Goods.

13. Force Majeure

Supco Canada shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including without limitation: acts of God; fire, flood, earthquake, severe weather, or other natural disaster; war, armed conflict, terrorism, civil unrest, or insurrection; epidemic, pandemic, or public health emergency; strike, lockout, or other labour dispute (including those involving Supco Canada’s own workforce); shortage or delay in raw materials, components, energy, or transportation; failure of utilities, telecommunications, or information systems; carrier delays, port closures, or rail or shipping disruptions; cyber-attack, ransomware, or denial-of-service event; embargo, sanctions, export or import controls, customs delays, or other governmental action; change in law; and any failure of any sub-supplier to deliver. The affected delivery time shall be extended for a reasonable period and Supco Canada may, at its option, allocate available Goods among its customers, cancel the affected Order without liability, or suspend performance.

Payment Obligations Not Excused. No force majeure event excuses, suspends, or delays the Buyer’s obligation to pay for Goods that have been shipped, delivered, or for which manufacturing has commenced, or any other payment due to Supco Canada. Force majeure relief is available only to Supco Canada and is not available to the Buyer to avoid or delay any payment, financial, or indemnification obligation.

14. Compliance with Laws; Export Controls and Sanctions

Buyer’s Sole Responsibility. The Buyer acknowledges and agrees that it is solely and exclusively responsible for ensuring that its purchase, payment, import, export, re-export, transhipment, transfer, distribution, resale, installation, and end-use of the Goods comply with all applicable export control, economic sanctions, embargo, anti-boycott, anti-money-laundering, anti-terrorism, customs, and trade laws and regulations of Canada, the United States, the United Kingdom, the European Union, the United Nations, and any other jurisdiction having authority over the transaction (collectively, “Trade Laws”), including without limitation: the Canadian Export and Import Permits Act, Special Economic Measures Act, Justice for Victims of Corrupt Foreign Officials Act, United Nations Act, Freezing Assets of Corrupt Foreign Officials Act, and Defence Production Act; the United States Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and the sanctions and embargo programs administered by the Office of Foreign Assets Control (OFAC); and equivalent laws of any other jurisdiction. Supco Canada assumes no responsibility, and accepts no liability whatsoever, for the Buyer’s compliance with Trade Laws.

Buyer’s Representation, Warranty and Covenant. By placing an Order, the Buyer represents, warrants, and covenants, as a continuing representation through delivery and beyond, that:

• neither the Buyer, nor any of its parents, subsidiaries, affiliates, owners (10% or greater), directors, officers, employees, agents, customers, end-users, freight forwarders, financiers, or any other party involved in the transaction is a person or entity subject to sanctions or appearing on any restricted-party, denied-party, sanctioned-party, specially designated nationals, sectoral sanctions, consolidated, or similar list maintained by Canada, the United States (including OFAC SDN, Entity List, Denied Persons, and Unverified Lists), the United Kingdom, the European Union, the United Nations, or any other applicable authority (collectively, “Restricted Parties”);
• the Buyer has conducted, and will conduct on a continuing basis, restricted-party screening of all parties to the transaction and the ultimate end-user;
• the Goods will not, directly or indirectly, be sold, supplied, exported, re-exported, transhipped, transferred, released, diverted, or otherwise made available, in whole or in part, to or for the benefit of (i) any Restricted Party, (ii) any country, territory, or region subject to comprehensive sanctions or embargo (currently including, without limitation, Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine, and the Russian Federation and the Republic of Belarus to the extent prohibited), or (iii) any prohibited end-use, including any military, paramilitary, intelligence, nuclear, chemical, biological, missile, or unmanned-aerial-vehicle end-use, without the prior written authorization of Supco Canada and any required governmental licence or permit;
• the Buyer will obtain, at its sole cost and expense, all export, import, re-export, and transit licences, permits, certificates of origin, end-user certificates, and other governmental authorizations required for the transaction;
• the Buyer will maintain complete and accurate records of all exports, re-exports, and onward sales of the Goods for the period required by applicable Trade Laws and will make such records available to Supco Canada or the relevant authority on request;
• the Buyer will provide to Supco Canada, on request and prior to shipment, an end-use and end-user statement, ultimate-consignee certification, or any other compliance documentation reasonably required.

Supco Canada’s Rights. Notwithstanding any other provision, Supco Canada may, in its sole discretion and without liability of any kind to the Buyer or any third party, delay, suspend, refuse to ship, cancel, or terminate any Order or Contract, retain payment, or repossess Goods if Supco Canada believes (whether or not correctly) that performance, shipment, or onward use of the Goods may violate, or create a risk of violation of, any Trade Law, or that any representation in this Section 14 is or may become untrue. The Buyer waives any claim against Supco Canada arising from such action.

Sanctions Indemnity. The Buyer shall defend, indemnify, and hold harmless Supco Canada and its officers, directors, employees, agents, affiliates, and successors from and against any and all claims, demands, fines, penalties, forfeitures, sanctions, denial of export privileges, debarment, losses, damages, liabilities, and costs (including legal fees on a substantial-indemnity basis, investigation costs, and the costs of any government inquiry) arising out of or relating to (i) any breach by the Buyer of this Section 14 or any Trade Law, (ii) any inaccuracy in any representation or warranty made by the Buyer in this Section 14, or (iii) any onward sale, re-export, diversion, or end-use of the Goods by the Buyer or any party further down the supply chain. This indemnity is in addition to, and not in limitation of, the general indemnity in Section 12 and survives delivery, payment, and termination of any Contract indefinitely.

15. Anti-Bribery and Anti-Corruption

The Buyer shall comply with all applicable anti-bribery, anti-corruption, anti-money-laundering, and anti-kickback laws, including without limitation the Canadian Corruption of Foreign Public Officials Act, the Criminal Code of Canada, the U.S. Foreign Corrupt Practices Act, and the U.K. Bribery Act. The Buyer shall not, directly or indirectly, offer, give, promise, request, or receive any bribe, kickback, facilitation payment, gift of more than nominal value, or other improper advantage to or from any person (including any government official) in connection with any transaction under these Terms. The Buyer shall indemnify and hold Supco Canada harmless from any breach of this Section by the Buyer or any person acting on the Buyer’s behalf. Supco Canada may terminate any Contract with immediate effect, without liability, on any reasonable suspicion of breach.

16. Confidentiality

All quotations, drawings, technical data, pricing, specifications, and other non-public information disclosed by Supco Canada are confidential and the proprietary information of Supco Canada. The Buyer shall use such information solely for the purpose of evaluating or performing the Contract and shall not disclose it to any third party without Supco Canada’s prior written consent. This obligation survives termination of any Contract.

17. Intellectual Property and OEM References

EMD®, Electro-Motive Diesel®, GE®, Wabtec®, Progress Rail®, and other OEM names, marks, and part numbers referenced in Supco Canada’s catalog, quotations, or website are the property of their respective owners. Such references are used solely for product identification and cross-reference purposes in accordance with permitted nominative fair use. Supco Canada is an independent aftermarket manufacturer with no affiliation, endorsement, sponsorship, authorization, or licence from any OEM. The Goods are not OEM original parts, and any OEM warranty or service agreement may be voided by their installation; the Buyer is responsible for verifying the impact on any OEM warranty. All intellectual property rights in Supco Canada’s designs, drawings, tooling, and processes remain the exclusive property of Supco Canada.

18. Data Protection

Each party shall comply with applicable data protection laws, including the Personal Information Protection and Electronic Documents Act (Canada). Supco Canada’s collection and use of personal information in connection with a Contract is described in our Privacy Policy.

19. Limitation Period for Claims

To the maximum extent permitted by law, and in accordance with section 22 of the Limitations Act, 2002 (Ontario), any claim by the Buyer arising out of or relating to any Contract or the Goods must be commenced within twelve (12) months after the cause of action accrued, failing which the claim is permanently barred. The parties agree that this limitation period is fair and reasonable having regard to the nature of the Goods.

20. Dispute Resolution and Governing Law

These Terms and any Contract shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding any conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

Tiered dispute resolution. Before commencing any proceeding, the parties shall attempt to resolve any dispute as follows:

• Step 1 — Negotiation. Senior representatives of each party shall meet (in person or by video conference) and negotiate in good faith for at least 30 days.
• Step 2 — Mediation. If the dispute is not resolved within 30 days, the parties shall submit it to non-binding mediation in Toronto, Ontario, under the ADR Institute of Canada Mediation Rules. Costs of the mediator are shared equally.
• Step 3 — Courts. If the dispute is not resolved within 60 days of the appointment of the mediator, either party may commence proceedings in the courts of the Province of Ontario sitting in Toronto, to whose exclusive jurisdiction the parties irrevocably submit. Each party waives any objection to venue and any right to a jury trial.

Notwithstanding the above, either party may at any time apply to a court of competent jurisdiction for urgent injunctive or equitable relief, or to enforce payment of an undisputed sum, without first complying with Steps 1 and 2.

Class-Action and Representative-Action Waiver. The Buyer irrevocably waives any right to commence, join, or participate as a representative or member of any class, collective, consolidated, mass, or representative proceeding against Supco Canada, and agrees that any dispute shall be resolved solely on an individual basis.

Costs and Legal Fees. If Supco Canada substantially prevails in any dispute, claim, or proceeding (including any mediation or court proceeding), the Buyer shall reimburse Supco Canada’s reasonable legal fees, expert fees, and disbursements on a substantial-indemnity basis. If the Buyer substantially prevails, each party shall bear its own legal fees and costs.

21. General

• Entire Agreement. These Terms, together with Supco Canada’s quotation or order acknowledgement, constitute the entire agreement between the parties and supersede all prior or contemporaneous communications, representations, and agreements relating to the subject matter. The Buyer acknowledges that it has not relied on any statement, representation, or warranty not expressly set out in these Terms.
• Amendments. Any amendment to these Terms must be in writing and signed by an authorized officer of Supco Canada.
• Assignment. The Buyer may not assign or transfer any Contract or any of its rights or obligations without Supco Canada’s prior written consent. Supco Canada may freely assign any Contract to an affiliate or successor.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and the invalid provision shall be modified to the minimum extent necessary to be enforceable while preserving its intent.
• No Waiver. Failure or delay by Supco Canada in exercising any right shall not operate as a waiver of that right or any other right.
• Survival. The provisions relating to payment, retention of title, warranty, disclaimers, limitation of liability, indemnification, confidentiality, intellectual property, export controls, limitation period, and dispute resolution shall survive termination or expiry of any Contract.
• Notices. All formal notices must be in writing and sent to the addresses set out in the quotation or order acknowledgement, by courier or email with delivery confirmation.
• Language. The English-language version of these Terms is the authoritative version. Translations are provided for convenience only; in the event of any inconsistency, the English version prevails. Les parties ont expressément exigé que la présente convention soit rédigée en langue anglaise.
• No Third-Party Beneficiaries. No person other than the parties has any right to enforce these Terms.
• Counterparts and Electronic Signatures. Any agreement may be signed in counterparts and delivered electronically; an electronic signature has the same effect as a handwritten signature.
• Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
• Reservation of Rights. All rights, remedies, and protections of Supco Canada under these Terms, at law, or in equity are cumulative and not exclusive. No right not expressly granted to the Buyer is conferred by implication, estoppel, or otherwise. No failure or delay by Supco Canada in exercising any right operates as a waiver, and no single or partial exercise of any right precludes any other or further exercise of that or any other right.
• Interpretation. These Terms have been negotiated by parties of equal bargaining power and shall not be construed against the drafter. Headings are for convenience only and do not affect interpretation.

22. Contact

Supco Canada Railway Supply Group
10557 Keele Street, Unit 9, Maple, ON L6A 0J5, Canada
Email: [email protected]
Phone: +1 (905) 303-7100