STANDARD TERMS & CONDITIONS
Dasher board system is guaranteed for three (3) years from the Completion Date and payment in full of the contract. Synthetic ice tiles are guaranteed for ten (10) years from installation date and payment in full of the contract. The chiller unit is guaranteed for one (1) year from the installation date and payment in full of the contract. Ice rink piping is guaranteed for three (3) years from the Completion Date and payment in full of the contract. Under this warranty, any item that is defective, under normal working conditions during this time period will be repaired or replaced, at Center Ice Rinks’s option. Following startup by Center Ice Rinks or its agent, the Purchaser shall keep the Main Components and any of the Additional Equipment in good operating condition, including without limitation proper operation, applicable inspections and routine preventative maintenance. If start-up is not done by Center Ice Rinks, an authorized start-up log must be returned to validate this warranty. In the absence of prior written consent of Center Ice Rinks, the Purchaser shall not contract with a third party for repair or maintenance services. Operational problems with Main Components and/or the Additional Equipment must be handled through an agent authorized in writing by Center Ice Rinks.
3. DELIVERY/FORCE MAJEURE.
The promised Date of Completion is the best estimate possible based on current circumstances. Center Ice Rinks assumes no liability for loss, damage or consequential damage due to delays in delivery. Center Ice Rinks is not liable for damage or delay in delivery arising from any of its acts which are not intentional or grossly negligent or which are caused by any event of force majeure. For the purposes hereof, an “event of force majeure” means any fortuitous event or irresistible force beyond Center Ice Rinks’ control including, without limitation, fire, earthquake, flood, inclement weather, epidemic, accident, explosion, casualty, strike or labor stoppage or threat thereof, lockout, riot, civil disturbance, act of a public enemy, embargo, war, act of God, or the death, illness, disability, material equipment malfunction, incapacity or unavailability of any material equipment and/or personnel of Center Ice Rinks or any person subcontracted thereby.
4. NO LIABILITY.
Under no circumstances will Center Ice Rinks be liable for any loss, damage, expense or consequential damages arising in connection with the installation and/or use of the Rink. The Purchaser hereby waives all other warranties, conditions or liabilities, expressed or implied arising by law or otherwise (including without limitation any obligation of Center Ice Rinks with respect to consequential damages) and hereto or not occasioned by Center Ice Rinks’ negligence.
Center Ice Rinks reserves the right to brand all products as they deem necessary and to take and reproduce any pictures/video of rink projects for the purpose of certifying key component construction, proof of workmanship, completion sign offs and future service aids if required. Center Ice Rinks also reserves the right to reproduce these pictures/video for brochures, portfolio prints and for the purpose of marketing. Privacy of our client’s names will be totally respected unless permitted to do so.
If any term, covenant or condition (or any part thereof) of the Agreement shall be held to be invalid or unenforceable, the remainder of the Agreement shall not be affected thereby, and each term, covenant and condition (or part thereof) shall be valid and effective to the fullest extent permitted by law.
All headings have been inserted for convenience of reference only and are not to be considered a part of this agreement and shall in no way affect the construction of interpretation of any of the provisions of the Agreement.
8. DISPUTE RESOLUTION / ARBITRATION.
Any dispute, controversy, claim or counterclaim arising between parties, out of or in relation to or in connection with the Agreement, or the breach thereof and any disagreement about the meaning, interpretation, application performance, breach, termination, enforceability, or validity of this Agreement, and whether based on statute, tort, contract, common law or otherwise, which cannot otherwise be settled between the parties, shall be subject to and resolved by binding arbitration conducted under the auspices of the ADR institute of Ontario in effect as of the date the request for arbitration is filed and its rules (the “Rules). Either of the parties may initiate such an arbitration pursuant to the Rules. The arbitration shall be held in Toronto, Ontario and such preceding shall be conducted in the English language. The parties shall abide by any decision rendered in such arbitration and agree that any court having jurisdiction may enforce such a decision. The arbitration award shall also provide for payment by the losing party (i. e., the party or parties against whom an arbitration award is issued) of: (i) the fees and costs incurred in connection with the said arbitration, as well as the reasonable attorneys’ fees and costs incurred by the prevailing party and (ii) shall further provide for the payment by the losing party of interest on said award at the interest rate of Prime (as established by the Bank of Canada) plus 1.5%. The arbitrator shall immediately upon conclusion of the arbitration proceedings, render and issue a written decision.
9. ENTIRE AGREEMENT.
This Agreement supersedes and cancels all prior negotiations and understandings between the parties, and contains all of the terms, conditions and agreements of the parties with respect to the transactions contemplated herein. No modification of this Agreement shall be valid or binding unless in writing and executed by both parties.
The Agreement shall be binding on the parties hereto and shall ensure to the benefit of their respective successors and permitted assigns. The Agreement may be assigned by Center Ice Rinks without the prior consent of the Purchaser, to an entity controlled by Center Ice Rinks or an entity under common control with Center Ice Rinks or to an entity which acquires all or substantially all of the assets, rights or business of Center Ice Rinks or any of its affiliates. The Purchaser may not assign this agreement without the prior written consent of Center Ice Rinks.
This Agreement may be signed in counterparts and each such counterpart shall constitute an original document and each such counterpart, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile shall be equally effective as delivery of a manually executed counterpart thereof. Any party delivering an executed counterpart by facsimile shall also deliver a manually executed counterpart of this Agreement, but failure to do so shall not affect the validity, enforceability, or binding effect hereof.