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General Terms and Conditions

1. DEFINITIONS
  • 1.1. For the purposes of this Agreement:
    • 1.1.1. “The Company” refers to BlackWater Glazing Inc., its employees, agents, and authorized representatives.
    • 1.1.2. “Purchaser” refers to the individual, company, or legal entity entering into the Agreement with the Company.
    • 1.1.3. “Agreement” includes the quotation, these Terms and Conditions, any associated shop drawings, change orders, correspondence, and all documents mutually acknowledged as part of the scope of work.
    • 1.1.4. “Quotation” refers to the written pricing proposal issued by the Company for specific goods or services.
    • 1.1.5. “Extras to Contract” refers to any labour, materials, or services not explicitly included in the Quotation or original Agreement and billed in accordance with the rates outlined herein.
    • 1.1.6. “Work” refers to all installation, service, delivery, consultation, and support performed by the Company under the Agreement.
    • 1.1.7. “Authorized Agent” refers to any person whom the Purchaser designates in writing to act on their behalf, including site representatives or general contractors.
    • 1.1.8. “Site” or “Jobsite” refers to the physical location where the Work is to be performed.
2. FORMATION OF AGREEMENT
  • 2.1. Quotations expire 30 days from the date of the quotation.
  • 2.2. Acceptance of the quotation, by the Purchaser, may be made by signing and dating the quotation and/or by issuing a purchase order against the quotation, or by email approval. Please note the BlackWater Glazing Inc. Quotation Number and issuance date in any purchase orders or Email approvals.
  • 2.3. Accepted quotations by the Purchaser forms an intent to enter into an Agreement with BlackWater Glazing Inc. and only quotations, signed or confirmed back by an authorized BlackWater Glazing officer will execute the agreement between the parties.
  • 2.4. BlackWater Glazing reserves the express right to decline to enter into any agreement and BlackWater Glazing Inc. will not be held liable in any way for any claims resulting from refusing to enter into an agreement.
  • 2.5. Where it is found that Purchase Orders issued against the Agreement do not match precisely with the Agreement, the Agreement, including these Terms and Conditions, will supersede any terms set out by the Purchase Order.
  • 2.6. Any changes to the Agreement are to be made and accepted in writing or by email correspondence.
  • 2.7. Shop drawings, Change Orders and other documents may form part of the Agreement.
3. CANCELLATION OR TERMINATION
  • 3.1. Schedules are based on installation/fabrication timelines at the time of Agreement. If the Purchaser modifies the schedule, BlackWater Glazing Inc. may cancel or reschedule installation without penalty. A minimum of 5 working days’ notice is required.
  • 3.2. Deposits for materials may be partially or entirely non-refundable depending on timing and ability to reschedule. In the event of cancellation by the Purchaser, BlackWater Glazing Inc. reserves the right to retain all or part of the deposit as liquidated damages based on scheduling disruption, procurement costs, and inability to reallocate resources.
4. LEAD TIMES & DELAYS
  • 4.1. All lead times are estimates. Delays may arise from supplier timelines, weather, equipment failure, construction progress, and other unforeseen events. BlackWater Glazing Inc. shall not be liable for any delay or failure to perform due to circumstances beyond its control, including but not limited to acts of God, strikes, labour shortages, or transportation delays.
5. RESPONSIBILITIES OF PURCHASER
  • 5.1. The Purchaser is responsible for:
    • 5.1.1. Attending material delivery or delegating an authorized agent.
    • 5.1.2. Providing safe storage and security of materials on site. Purchaser agrees to indemnify and hold harmless BlackWater Glazing Inc. from any loss or damage once materials are delivered.
    • 5.1.3. Ensuring unfettered access to installation areas.
    • 5.1.4. Preparing rough openings to be plumb, level, and square.
    • 5.1.5. Providing a safe worksite in compliance with the Occupational Health and Safety Act (Ontario). Unsafe work may be refused by our staff without penalty.
    • 5.1.6. Naming Authorized Agents where applicable. If absent, directions by the General Contractor or foreman are assumed to be authorized. BlackWater Glazing Inc. is not responsible for costs arising from misdirection.
6. EXTRAS TO CONTRACT
  • 6.1. Extras apply to fixed-price contracts and must be confirmed in writing (email acceptable). They are billable at:
    • 6.1.1. Lead Hand Labour: $90/hour
    • 6.1.2. Support Crew Labour: $80/hour
    • 6.1.3. Mileage: $0.60/km (non-towing), $0.70/km (towing)
    • 6.1.4. Incidental Expenses: Cost + 15%
    • 6.1.5. All Extras to Contract are payable upon receipt of invoice unless otherwise agreed in writing. Work may be suspended for non-payment.
7. HOURS OF WORK
  • 7.1. Standard hours are 7:00am–6:00pm, Monday to Thursday (travel included). Fridays are non-working unless stated. Crew numbers may be adjusted based on project needs.
8. QUALITY STANDARDS
  • 8.1. COATINGS
    • 8.1.1. Coatings of window and door elements, as well as bent metal flashings (break-shapes) and trims, may have slightly different colour variations. This is potentially due to different alloy densities or where coating mixtures are produced or applied at different times or locations, or by different manufacturers. Slight colour variations in materials are not considered a defect of the Products.
  • 8.2. GLAZING
    • 8.2.1. Different Low-E coatings on glass may appear differently. This is especially noticeable when retrofitting new elements into existing buildings. BlackWater Glazing Inc. does not make efforts to match existing glass types by default. Please contact your BlackWater Glazing representative where there are concerns the appearance of the glazing may contrast with other elements already installed in your project.
    • 8.2.2. Glass may be purchased from any number of suppliers depending on the project requirements and all glass unit manufacturers must maintain acceptable quality standards as outlined by ASTM. Please note that glass is still an imperfect product and minor defects in glass are normal, especially in larger units. Also, handling large glass units, especially by use of specialized equipment, carries with it some inherent risk of minor damage.
    • 8.2.3. Minor defects and damage in glass, does not necessarily deem the product to be replaceable under warranty, and where conflict between BlackWater Glazing Inc. and the Purchaser exists on the warrantability of a glass unit, ASTM quality standard guidelines will be used in settling disputes
  • 8.3. ASTM Visual Inspection Standard:
    • 8.3.1. Inspect the central 80% of glass area from a distance of 3m, at a viewing angle of 90° against a bright uniform background but not in direct sunlight. If you cannot see a defect from there, it is not considered a warrantable defect. Also note; inspection viewing should not exceed more than 5 seconds for units up to .5sqm, 10 seconds for units up to 3.3sqm, and 20 seconds for units greater than 3.3sqm.
    • 8.3.2. Scratches – Sealed units over 35sq’ are permitted to have up to 3 1” scratches within industry standards. Scratches up to 2” are allowed in 80% of the central glass area and up to 3” are allowed in the outer 20% of glass area. Concentrated scratches or abraded areas are not allowed.
    • 8.3.3. Pinholes – Pinholes no larger than 1.6mm are allowed in 80% of the central glass area and pinholes no larger than 2.4mm are allowed in the outer 20% of glass area.
    • 8.3.4. Uniformity – Minor colour variation can occur from one unit to another due to variation in float glass substrate and therefore is not considered a defect.
    • 8.3.5. Distortion – Various factors involved in creating float glass and tempering glass may distort reflected objects on the glass surface. This is not considered a defect.
    • 8.3.6. Similar standards will also apply to silk screened and spandrel glass. Please refer to ASTM official standards and inspection criteria when assessing any possible glazing defects in these glass types.
9. EQUIPMENT USE
  • 9.1. Heavy equipment may damage landscaping or hardscape. Reasonable care is taken, but some damage may be unavoidable. Purchasers are encouraged to discuss concerns with their BlackWater representative in advance.
10. GUARANTEE
  • 10.1. Installation within a 2-hour travel radius is covered under a 2-year workmanship guarantee. Outside that area, travel and accommodation costs are not covered. Guarantee may be voided if payment terms are not honored.
  • 10.2. Guarantee does not cover structural settlement, misuse, glazing failures, motorization issues, or incidental damage unless caused by gross negligence.
  • 10.3. Except where BlackWater has supplied and installed all project elements, accidental glass breakage or frame damage is not covered.
11. OTHER SERVICES
  • 11.1. Site Visits:
    • 11.1.1. Billed hourly, plus travel.
  • 11.2. Site Measures: All levels include measurement of finished rough openings to vertical and horizontal laser lines. Additional levels include:
    • 11.2.1. Level 2: Adds X-axis relational data (head/sill).
    • 11.2.2. Level 3: Adds Y-axis relational data.
    • 11.2.3. Level 4: Adds lidar and full XYZ assessment.
  • 11.3. Installation Detailing:
    • 11.3.1. Basic Shop Drawings provide element sizing and intended rough opening sizing and include the intended lateral placement of elements within the wall cavity.
    • 11.3.2. Detailed Shop Drawings include the information of Basic Shop Drawings, and include information on fixing types and locations, and air and vapour barrier tie-in information.
    • 11.3.3. Integration Detailed Drawings include the information of Detailed Shop Drawings, and include information related to interior & exterior finishes, and the relationship of them to the elements.
    • 11.3.4. All drawings included in the Agreement assume access to architectural drawings in DWG. format, and timely responses to RFI’s on behalf of the Purchaser.
12. Travel & Accommodations:
  • 12.1. Inclusion of Accommodations assume accommodations can be secured within a reasonable commuting distance from the jobsite. Please notify your BlackWater Glazing representative if no such accommodation exists.
  • 12.2. Travel time by snowmobile, boat, or aircraft, and time waiting for transportation is billable unless otherwise stated.
13. Delivery:
  • 13.1. Large vehicle delivery assumes adequate access.
  • 13.2. Purchaser must notify of constraints. Special accommodations are Extras.
14. Parking:
  • 14.1. Agreement assumes adequate parking is provided or otherwise arranged. Where no parking is available, paid parking or parking tickets are billable as extras.
15. Special Equipment:
  • 15.1. Installation equipment like lifts, scaffolds, cranes, etc. are considered Extras unless noted in the Agreement.
16. TIME & MATERIAL AGREEMENTS
  • 16.1. Billable Hours Include:
    • 16.1.1. Project work, daily loading/unloading, vendor material pickups, and travel time. Rest stops in travel are not billable; traffic and fueling are.
    • 16.1.2. Two paid 15-min breaks per day are billable; lunch is not.
    • 16.1.3. 4-hour minimum per crew member per day when work is delayed or interrupted.
  • 16.2. Mileage: Is charged Per km per vehicle from/to shop as outlined in the body of the agreement. Travel time is paid in accordance with Ontario law and billable at normal labour rates.
17. LEGAL PROVISIONS
  • 17.1. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties agree to submit to the exclusive jurisdiction of the courts located in Ontario.
  • 17.2. ENTIRE AGREEMENT This Agreement, including any documents referenced or attached, constitutes the entire understanding between the parties and supersedes all prior agreements, negotiations, or representations, whether oral or written.
  • 17.3. SEVERABILITY If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.
  • 17.4. DISPUTE RESOLUTION In the event of a dispute, the parties agree to first attempt resolution through good faith negotiations. Failing resolution within 30 days, any legal proceedings shall be brought exclusively before the courts of Ontario.