Terms & Conditions

Terms and Conditions of Sale

Effective date: 2026-05-23 · Last updated: 2026-05-23 · Version française

These Terms and Conditions of Sale (the “Terms“) govern every sale of products by ValveAtlas Industrial Solutions Inc. (“ValveAtlas“, “we”, “our”) to a commercial buyer (the “Buyer“, “you”). Placing an order, accepting a quotation, or otherwise purchasing products from ValveAtlas constitutes acceptance of these Terms. These Terms prevail over any conflicting purchase-order terms, acknowledgments, or other documents issued by the Buyer (including any “battle of the forms”), unless varied by a separate written agreement signed by an authorized officer of ValveAtlas. ValveAtlas’s silence in response to a Buyer’s purchase order is not deemed acceptance of any term inconsistent with these Terms.

READ CAREFULLY: Sections 7 (Warranty Disclaimers), 8 (Limitation of Liability), 9 (Indemnification), 13 (Export Control), and 19 (Dispute Resolution) significantly affect your legal rights. By placing an order you confirm that you have read and accepted these Terms.

Quebec residents — Bill 96 / Charter of the French Language notice. A French-language version of these Terms is available at /modalites-conditions/. Pursuant to s. 55 of the Charter of the French Language, R.S.Q. c. C-11, as amended by Bill 96 (now S.Q. 2022, c. 14), a Buyer domiciled in Quebec may sign or accept these Terms in English only if the French version has first been made available. By placing an order, the Buyer confirms that the French version was made available and the Buyer expressly elects to be bound by the English version. Avis aux résidents du Québec : une version française des présentes Modalités est disponible à /modalites-conditions/. En passant une commande, l’Acheteur confirme que la version française a été mise à sa disposition et choisit expressément d’être lié par la version anglaise.

1. Business-to-Business Sales Only

ValveAtlas sells exclusively to businesses, licensed contractors, distributors, integrators, and institutional buyers. We do not sell to “consumers” within the meaning of the Ontario Consumer Protection Act, 2002, S.O. 2002, c. 30, Sch. A, the Quebec Consumer Protection Act, CQLR c. P-40.1, equivalent provincial consumer-protection statutes, the United Kingdom Consumer Rights Act 2015, or any analogous U.S. state law. By placing an order, Buyer represents and warrants that it is acquiring the products for resale, installation, or use in the course of its trade, business, or profession and not for personal, family, or household use.

2. Quotations, Acceptance, and Modifications

ValveAtlas’s quotations are valid for thirty (30) calendar days from the date of issue unless otherwise stated. A quotation is an invitation to treat and not an offer; a contract is formed only upon ValveAtlas’s written acceptance of Buyer’s purchase order (whether by order confirmation, invoice, or shipment). ValveAtlas reserves the right to revise a quotation to reflect changes in manufacturer cost, currency exchange rates, customs duties, tariffs, or freight costs prior to order confirmation. Modifications, substitutions, quantity changes, or delivery deferrals requested by Buyer after acceptance may result in adjustment of price, lead time, and these Terms.

3. Prices, Currency, and Taxes

Prices are quoted in Canadian dollars (CAD) or U.S. dollars (USD) as indicated on the quotation. Prices exclude all sales tax, GST/HST/QST, customs duties, brokerage, tariffs, freight, and insurance unless expressly included. ValveAtlas reserves the right to update prices to reflect changes in manufacturer cost, exchange rates, tariffs, or shipping costs prior to order confirmation. For disputes regarding price, the currency stated on the order confirmation controls.

4. Payment Terms

• Default terms for approved credit accounts: net thirty (30) days from invoice date.
• New customers without approved credit: payment by wire transfer or certified funds prior to shipment.
• Overdue balances accrue a service charge of 1.5% per month (18% per annum) or the maximum permitted by law, whichever is less. Interest under this clause is contractually agreed and not in the nature of a penalty (Interest Act, R.S.C. 1985, c. I-15, s. 4 — annual equivalent disclosed).
• Returned cheques are subject to a $50 CAD administrative fee.
• Buyer may not set off, withhold, or deduct any amount owing to ValveAtlas except by written agreement.

5. Delivery, Title, and Risk of Loss

Unless otherwise agreed in writing, deliveries are made FOB Origin (FCA seller’s premises) under Incoterms® 2020. Title and risk of loss pass to Buyer upon delivery of the products to the first carrier. Delivery dates are estimates only; ValveAtlas is not liable for delays caused by carriers, customs, manufacturers, or any force majeure event (§14). Partial shipments may be invoiced separately.

6. Specifications, Substitutions, and Submittals

Buyer is solely responsible for ensuring that ordered products conform to its specifications, project drawings, code requirements, and the requirements of the Authority Having Jurisdiction (AHJ). ValveAtlas may, on request, provide manufacturer datasheets, UL/FM/ULC listing certificates, and a submittal package, subject to standard manufacturer lead times. Product substitutions proposed by ValveAtlas require Buyer’s written approval (or that of the consulting engineer of record). ValveAtlas’s furnishing of datasheets or certificates does not constitute engineering advice or a representation that the product is fit for Buyer’s intended use.

7. Warranty, Implied Conditions, and Disclaimers

Products are sold with the benefit of the manufacturer’s express written warranty in effect at the date of shipment, which is pass-through to Buyer. ValveAtlas grants no additional warranty.

7.1 DISCLAIMER OF IMPLIED WARRANTIES (CONSPICUOUS). TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VALVEATLAS EXPRESSLY EXCLUDES, DISCLAIMS, AND NEGATES ALL IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS, INCLUDING WITHOUT LIMITATION THE IMPLIED CONDITIONS OF MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. THE PRODUCTS ARE SOLD “AS IS” WITH RESPECT TO ANY MATTER NOT COVERED BY THE MANUFACTURER’S EXPRESS WRITTEN WARRANTY.

7.2 Statutory exclusions. Without limiting §7.1, the parties expressly contract out of the implied conditions and warranties under:

• Ontario Sale of Goods Act, R.S.O. 1990, c. S.1, sections 13, 14, and 15 (implied conditions of title, correspondence with description, merchantable quality, and fitness for purpose);
• The corresponding sale-of-goods statutes of every other Canadian province and territory in which an order may be placed or delivered;
• Uniform Commercial Code §§2-313 through 2-315 (implied warranties of merchantability and fitness) for U.S. transactions, the parties acknowledging that this disclaimer mentions “merchantability” by name and is conspicuous as required by UCC §2-316(2);
• Sections 12 to 15 of the United Kingdom Sale of Goods Act 1979, to the extent permitted by sections 6 and 7 of the Unfair Contract Terms Act 1977 (UCTA).

7.3 UCTA reasonableness statement (UK). For UK transactions, the parties have negotiated these Terms in a commercial B2B context. Both parties have access to legal advice; Buyer is a sophisticated commercial purchaser sourcing for trade purposes; the price reflects the limitations in these Terms; and the manufacturer’s express warranty provides a substantive remedy. Considering Schedule 2 of the UCTA — including the parties’ relative bargaining strength, custom of the wholesale industrial-valve trade, and Buyer’s opportunity to inspect on receipt — the exclusions in §§7.1 and 7.2 satisfy the requirement of reasonableness under UCTA s. 11.

7.4 Buyer’s remedies on confirmed defect. Buyer’s exclusive remedy in respect of a confirmed manufacturing defect within the manufacturer’s warranty period is, at ValveAtlas’s reasonable election in consultation with the manufacturer: (a) repair, (b) replacement, or (c) refund of the price paid. No other remedy is available.

7.5 Warranty void conditions. The manufacturer’s warranty is void on installation contrary to the manufacturer’s instructions; on modification, repair, or alteration not authorized by the manufacturer; on use exceeding rated pressure, temperature, or service classification; on damage from improper handling, storage, or operating environment; or on failure to comply with applicable codes (NFPA 13, 20, 25; National Plumbing Code; Ontario Building Code or equivalent).

8. Limitation of Liability

8.1 LIMITATION (CONSPICUOUS). TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF VALVEATLAS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, ARISING OUT OF OR RELATED TO AN ORDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF STATUTORY DUTY, OR OTHERWISE, IS LIMITED TO THE PURCHASE PRICE OF THE PRODUCTS GIVING RISE TO THE CLAIM.

8.2 Excluded damages. IN NO EVENT IS VALVEATLAS LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, NOR FOR LOSS OF PROFIT, LOSS OF PRODUCTION, LOSS OF PROJECT REVENUE, PROJECT DELAY, REPUTATIONAL HARM, OR THIRD-PARTY CLAIMS, EVEN IF VALVEATLAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF AN EXCLUSIVE REMEDY UNDER §7.4 FAILS OF ITS ESSENTIAL PURPOSE.

8.3 Carve-outs. The exclusions and limitations in §§8.1 and 8.2 do not apply to liability arising from: (a) ValveAtlas’s fraud or fraudulent misrepresentation; (b) ValveAtlas’s gross negligence or willful misconduct; (c) bodily injury or death caused directly by ValveAtlas’s negligence; or (d) any liability that cannot be excluded under applicable law (including under UCTA s. 2(1) for negligence causing death or personal injury, and under any applicable consumer-protection statute if Buyer is subsequently determined to be a consumer despite §1).

8.4 Tercon framework. The parties acknowledge the three-step framework in Tercon Contractors Ltd. v. British Columbia (Transportation and Highways), 2010 SCC 4 and intend §§7 and 8 to apply on their plain terms to all breaches within their scope. The parties confirm that, at the time of contracting, the bargain is not unconscionable and that no public-policy ground exists to refuse enforcement.

9. Indemnification by Buyer

Buyer agrees to indemnify, defend, and hold harmless ValveAtlas, its officers, directors, employees, and agents from and against any third-party claim, loss, liability, damages, or expense (including reasonable attorneys’ fees on a substantial-indemnity basis) arising out of or relating to: (a) Buyer’s installation, modification, misuse, or improper application of any product; (b) Buyer’s failure to comply with applicable codes, standards, manufacturer instructions, or AHJ requirements; (c) Buyer’s breach of these Terms; or (d) Buyer’s gross negligence or willful misconduct.

9.1 Notice and cooperation. ValveAtlas will notify Buyer in writing of any claim subject to indemnification within thirty (30) days of becoming aware of it. ValveAtlas may elect to participate in the defense at its own cost. Buyer will not settle any claim that imposes a non-monetary obligation on ValveAtlas, admits fault on its behalf, or affects ValveAtlas’s intellectual property, without ValveAtlas’s prior written consent (not to be unreasonably withheld).

10. Insurance and Certificates of Insurance

ValveAtlas maintains commercial general liability insurance and other coverages consistent with industry practice for a Canadian wholesale distributor of industrial valves, fire-protection equipment, HVAC components, and piping. Coverages are subject to the terms, conditions, exclusions, and limits of the underlying policies in effect from time to time.

• Certificate of Insurance (COI): Upon written request, ValveAtlas will provide a Certificate of Insurance evidencing then-current coverages. Standard processing time is five (5) business days.
• Additional Insured / Waiver of Subrogation: Project-specific endorsements (forms such as ISO CG 20 10, CG 20 38, or equivalent) are subject to underlying policy terms and may be subject to a reasonable administrative fee.
• Buyer’s Own Insurance: Buyer is solely responsible for procuring and maintaining commercially reasonable insurance covering Buyer’s installation, handling, storage, and use of the products, including commercial general liability, workers’ compensation (or provincial equivalent), automobile liability where applicable, and any installer or contractor coverage required by the AHJ, owner, or general contractor.
• No Promise of Coverage: Issuance of a Certificate of Insurance is informational only and does not amend, extend, or alter the coverage afforded by any underlying policy, nor does it create any contractual obligation in favour of the certificate holder beyond what the underlying policy provides.

11. Returns and Refunds

Returns, refunds, and order cancellations are governed by our Refund and Returns Policy, which forms part of these Terms.

12. Compliance, Codes, and AHJ Approval

Buyer is solely responsible for obtaining all approvals required by the Authority Having Jurisdiction (AHJ), for compliance with applicable provincial, national, or municipal codes (including the National Building Code of Canada, the Ontario Plumbing Code, NFPA 13/14/20/25, and applicable bylaws), and for installation by a licensed contractor. The provision of datasheets or listing certificates by ValveAtlas is not engineering advice and does not constitute approval by the AHJ.

13. Export Control and Trade Compliance

Buyer represents, warrants, and agrees to comply with all applicable Canadian, U.S., U.K., and international export-control, sanctions, and trade laws, including without limitation the Canadian Export and Import Permits Act, R.S.C. 1985, c. E-19; the Special Economic Measures Act, S.C. 1992, c. 17; the U.S. Export Administration Regulations (15 C.F.R. Parts 730–774); U.S. Treasury Department OFAC sanctions; and U.K. export controls under the Export Control Order 2008 (S.I. 2008/3231) and the U.K. consolidated sanctions list.

13.1 Sanctioned-party representation. Buyer represents and warrants that neither Buyer nor any beneficial owner, officer, director, or affiliate of Buyer is named on Canada’s Special Economic Measures Act sanctioned lists, the U.S. OFAC Specially Designated Nationals (SDN) List, the U.K. consolidated list of financial sanctions targets, the EU sanctions list, or any analogous list maintained by a government with jurisdiction over the transaction. Buyer will notify ValveAtlas promptly of any change to this representation.

13.2 No re-export. Buyer will not re-export, resell, transfer, or otherwise make available the products to any destination, end-user, or end-use that is prohibited or that requires a license without first obtaining the required authorization.

14. Force Majeure

Neither party is liable for delay or failure in performance due to events beyond its reasonable control, including acts of God, natural disasters, pandemic, war, civil unrest, terrorism, government action, sanctions, labour disputes, supply-chain disruption, or carrier failures. The affected party will notify the other within ten (10) business days of the event and use reasonable efforts to mitigate the impact. If a force-majeure event persists for more than ninety (90) consecutive days, either party may terminate the affected order without further liability except for products already shipped.

15. Intellectual Property

All content on the ValveAtlas website — text, images, logos, product descriptions, technical bulletins, photographs — is protected by copyright, trademarks, and other intellectual-property rights of ValveAtlas or its licensors. No ownership rights or licence are granted except by express written notice. Manufacturer trademarks (UNIVAL, ETNA, Racmet, RASCO, and others) belong to their respective owners and are used solely for product identification.

16. Confidentiality

Non-public information exchanged between the parties in the course of a transaction (price lists, submittal packages, project configurations) remains confidential and may not be disclosed to any third party or used for any purpose other than performance of the order, without the disclosing party’s prior written consent.

17. Assignment

Buyer may not assign or transfer its rights or obligations under these Terms without ValveAtlas’s prior written consent. ValveAtlas may assign its rights to any affiliate or to a successor in interest upon merger, acquisition, or sale of all or substantially all of its assets.

18. Notices

Any notice required by these Terms must be in writing, by email to info@valve-atlas.com or by registered mail to the address above. Notice by email is deemed received on transmission absent a bounce or undeliverable notification.

19. Dispute Resolution

19.1 Good-faith negotiation. The parties will attempt in good faith to resolve any dispute by direct negotiation between authorized representatives for at least thirty (30) days before commencing formal proceedings.

19.2 Arbitration. If negotiation fails, any dispute arising out of or relating to these Terms will be submitted to a single arbitrator under the Ontario Arbitration Act, 1991, S.O. 1991, c. 17, seated in Toronto, Ontario, in the English language. The arbitrator’s decision is final and binding. The cost of the arbitration is borne as the arbitrator directs.

19.3 Carve-outs. Notwithstanding §19.2, either party may apply to a court of competent jurisdiction for: (a) interim or injunctive relief in aid of arbitration; (b) protection of intellectual-property rights; (c) protection of confidential information; or (d) the enforcement of an arbitral award. ValveAtlas may also commence collection proceedings in any court of competent jurisdiction for an undisputed account receivable.

20. Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, to the exclusion of (a) any choice-of-law rules that would refer to another jurisdiction’s substantive law, and (b) the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

21. Survival, Severability, and Entire Agreement

The provisions that by their nature survive termination (including §§7–9, 13, 15, 16, 19, and 20) remain in force after the contractual relationship ends. If any provision is held invalid or unenforceable, it is severed and the remaining provisions remain in full effect. These Terms, together with the order confirmation, the Privacy Policy, the Refund Policy, and any separately-signed written agreement between the parties, constitute the entire agreement and supersede all prior communications.

22. Contact

ValveAtlas Industrial Solutions Inc.
27 Bathurst St, Suite 416W, Toronto, ON M5V 0R1
Telephone: +1 (647) 553-7109
Email: info@valve-atlas.com

Note: Statutory references are to the law in force as of the Effective date. In the event of conflict between any term and applicable mandatory law, the law prevails.