HERITAGE DIESEL SURPLUS PARTS INC.
TERMS AND CONDITIONS OF SALE & PURCHASE AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING "I AGREE", COMPLETING A PURCHASE, CREATING AN ACCOUNT, OR ACCEPTING DELIVERY OF GOODS, YOU (THE "BUYER") EXPLICITLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY ALL THE TERMS, CONDITIONS, AND DISCLAIMERS CONTAINED HEREIN.
1. Condition of Goods: "As-Is" Sale & Exclusion of Statutory Warranties
All parts, components, equipment, and items (collectively, the "Parts") sold by Heritage Diesel Surplus Parts Inc. (the "Seller") are sold strictly on an "AS-IS," "WHERE-IS," and "WITH ALL FAULTS" basis. The Buyer explicitly acknowledges and accepts that the Parts consist of surplus, used, rebuilt, reconditioned, or "new old stock" equipment, which may have been stored for extended, indeterminate periods and may possess hidden or patent defects.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SELLER HEREBY EXPLICITLY CONTRACTS OUT OF, DISCLAIMS, AND EXCLUDES ALL STATUTORY CONDITIONS, STATUTORY REPRESENTATIONS, AND STATUTORY WARRANTIES UNDER THE ONTARIO SALE OF GOODS ACT, R.S.O. 1990, C. S.1, OR UNDER ANY OTHER PROVINCIAL, FEDERAL, OR STATE LEGISLATION, EXPRESS OR IMPLIED. THIS EXPLICIT EXCLUSION INCLUDES, BUT IS NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, DURABILITY, FITNESS FOR A PARTICULAR OR SPECIFIED PURPOSE, OR DESCRIPTION.
2. Commercial Use Representation
The Buyer hereby represents, warrants, and covenants to the Seller that all purchases made under this Agreement are acquired strictly for commercial, business, industrial, trade, or resale purposes, and are not intended for personal, family, or household use. The Buyer agrees that this transaction is a Business-to-Business (B2B) transaction, and the provisions, protections, and statutory implied warranties of the Ontario Consumer Protection Act, 2002, S.O. 2002, c. 30, Sched. A, do not apply to this Agreement or any associated transaction.
3. Roadworthiness, Safety Standards, and Reconditioning
The Buyer acknowledges and agrees that the Parts are not guaranteed, certified, or represented to be roadworthy, operational, safe for immediate deployment, or compliant with any vehicular safety, environmental protection, or emissions standards in the Province of Ontario or any other jurisdiction. The Buyer accepts sole responsibility and financial risk for completing all necessary professional cleaning, technical testing, rigorous inspection, complete reconditioning, structural overhaul, or rebuilding prior to installing or operating the Parts. The entire risk relating to the performance, quality, and operational safety of the Parts rests exclusively with the Buyer.
4. Mandatory Certified Inspection and Installation
As an absolute condition precedent to the sale and any subsequent use of the Parts, the Buyer represents, warrants, and agrees that:
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All Parts shall be thoroughly inspected, tested, and cleared for safety by a fully licensed and certified diesel mechanic (holding valid credentials in the relevant jurisdiction, such as an Ontario 310T Truck and Coach Technician license) prior to any installation attempt.
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All Parts shall be installed exclusively by a licensed, certified diesel mechanic or an authorized commercial service center specialized in heavy-duty diesel systems.
Failure by the Buyer to comply strictly with these requirements completely voids any potential return claims, performance inquiries, or accommodations that might otherwise be considered by the Seller, and constitutes an absolute, immediate waiver of all liability claims against the Seller.
5. Absolute Limitation of Liability
EXCEPT WHERE EXPLICITLY PROHIBITED BY THE LAWS OF THE PROVINCE OF ONTARIO, THE SELLER’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, DEMANDS, ACTIONS, OR LOSSES ARISING OUT OF, CONNECTED WITH, OR RELATING TO THIS AGREEMENT OR THE SALE, DELIVERY, OR USE OF THE PARTS—WHETHER SOUNDING IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), EQUITY, OR STATUTORY BREACH—SHALL BE STRICTLY LIMITED TO A REFUND OF THE ACTUAL NET PURCHASE PRICE PAID BY THE BUYER TO THE SELLER FOR THE SPECIFIC PART(S) GIVING RISE TO THE CLAIM.
The Seller shall under no circumstances be liable to the Buyer or any third party for:
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Any labor costs, workshop rates, installation fees, technical diagnostics, towing charges, or storage fees.
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Property damage, physical injury, illness, or wrongful death resulting from the transport, handling, storage, installation, operation, mechanical failure, or resale of the Parts.
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Any indirect, incidental, special, consequential, exemplary, or punitive damages whatsoever, including but not limited to loss of business profits, vehicle or fleet downtime, commercial loss, loss of contract, or business interruption.
6. Indemnification
The Buyer agrees to indemnify, defend, and hold harmless the Seller, its directors, officers, employees, shareholders, affiliates, and legal agents from and against any and all claims, liabilities, lawsuits, judgments, losses, damages, costs, and legal fees (computed on a full-indemnity solicitor-and-client basis) arising directly or indirectly from the Buyer’s transport, possession, use, modification, testing, resale, or installation of the Parts. This indemnification applies without limitation to claims brought by third parties, and specifically covers instances where installation or use is executed negligently, improperly, or without the mandatory certified professional oversight required by Section 4.
7. Governing Law and Forum Selection
This Agreement, its interpretation, performance, and any disputes arising out of or relating to the transactions between the parties shall be governed by, construed, and enforced exclusively in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties explicitly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. The Buyer irrevocably attorns and submits to the exclusive personal jurisdiction of the courts of competent jurisdiction located in the Province of Ontario for the resolution of all disputes.
8. Severability
If any provision, paragraph, or clause of this Agreement is determined by a court of competent jurisdiction to be unlawful, invalid, void, or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it lawful and enforceable. If modification is not possible, the provision shall be fully severed from this Agreement. The invalidity or unenforceability of any single provision shall have no impact on the validity, legality, and enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect.
9. Waiver; Entire Agreement; Interpretation
The failure of the Seller to exercise or enforce any right, power, or provision of this Agreement shall not constitute a waiver of such right or subsequent enforcement. This Agreement, along with any formal commercial invoices issued by the Seller, constitutes the entire legal agreement and understanding between the Buyer and the Seller regarding the purchase of Parts. It completely supersedes, merges, and replaces all prior or contemporaneous oral or written agreements, representations, marketing claims, negotiations, and proposals between the parties.
The parties agree that any ambiguities or uncertainties in the phrasing or interpretation of this Agreement shall not be construed against the drafting party (the Seller), and both parties agree that the text shall be interpreted fairly and reasonably according to its plain meaning.
Version: June 2026