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Terms & Conditions
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1. GENERAL - The terms and conditions of sale contained herein apply to all quotations made and all purchase orders entered into by Seller, and acceptance by Seller of any order by confirmation or commencement of performance shall be on the basis of these terms and conditions of sale, even though no reference is made thereto at the time of acceptance.
Seller's failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of these terms and conditions of sale.
Buyer's assent to these terms and conditions of sale shall be deemed to be given by implication unless Buyer gives written notice of objection to Seller promptly under receipt of this document.
Any changes in the terms and conditions of sale contained herein must specifically be agreed to in writing by an Officer of Seller before becoming binding on Seller. |
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2. ACCEPTANCE OF ORDERS - All orders from Buyer are subject to acceptance by
Seller, and Seller reserves the right to accept or reject any orders in whole or in
part.
3. PRICES - Prices quoted or acknowledged by Seller are firm for the quantities
and the shipping schedules set forth in the quotation or order acknowledgement,
but are subject to revision if quantities and/or shipping schedules are changed by
buyer.
4. TAXES - Unless otherwise specifically provided for in quotation or order
acknowledgement, the amount of any present or future sales or other tax
applicable to the products covered by this quotation or order or the manufacture or
sale thereof, shall be added to the purchase price and shall be paid by Buyer, or in
lieu thereof Buyer shall provide Seller with a tax exemption certificate acceptable to
the taxing authorities.
5. TRANSPORTATION - All sales are made F.O.B. shipping point. Seller's title
passes to Buyer upon making delivery of material purchased hereunder to carrier
at shipping point in good condition.
All claims for loss or damage must be filed by
Buyer with the carrier. Unless specific instructions are given by Buyer, Seller
reserves the right to select carrier and routing.
6. DELIVERY - Shipping dates are approximate and are based on prompt receipt
from Buyer of all necessary information, Seller reserves the right to make partial
shipments.
For merchandise custom made to Buyer's specifications Seller reserves
the right to deliver up to 10% more than the exact quantity ordered, and Buyer is
obligated to pay for the full quantity shipped.
7. PAYMENT AND TERMS - All invoices on credit terms are due and payable 30
days from the date of invoice.
No discounts are allowed. Invoices remaining unpaid
after their due date will be subject to interest charge of 1.5% per month from their
due date until paid.
Buyer will pay all costs and expenses of collection of overdue
accounts, including reasonable attorney's fees.
Each shipment shall be considered a separate and independent transaction, and
payment therefore shall be made accordingly.
If shipment is delayed by Buyer,
Seller has the right to issue invoice on the date he is prepared to make shipment.
If the work covered by the purchase order is delayed by Buyer, the invoiced
amount shall be based on the purchase price and the percentage of completion.
Products held for Buyer shall be at the risk and expense of Buyer.
If, in the judgement of Seller, the financial condition of Buyer at any time does not
justify continuation of production of shipment on the terms of payment originally
specified.
Seller may require full or partial payment in advance.
in the event of
bankruptcy or insolvency by Buyer or in the event any proceeding is brought by or
against Buyer under the bankruptcy or insolvency laws, Seller shall be entitled to
cancel any order then outstanding and shall receive reimbursement for its
cancellation charges.
8. LIMITED WARRANTY - Seller warrants merchandise sold by it to be free from
defects in materials and workmanship to equal or exceed the applicable published
ratings and specifications at the time of shipment, or in the case of custom made
merchandise or prototypes the specifications agreed on, under proper storage and
use, for a period of twelve (12) months from the date of the original shipment.
Buyer's approval of prototype shall be proof that the design meets the agreed
specification.
Seller's entire liability and obligation to Buyer under this warranty shall be
expressly limited to the repair, replacement or crediting, as Seller may determine
at its sole discretion, of any defective or nonconforming merchandise for which
Buyer has first given written notice to Seller of such defect or nonconformity in the
manner as provided below.
No claim under this warranty shall be valid unless
Buyer furnish Seller in writing notice of any defect in materials and/or workmanship
or any nonconformity with any applicable specifications, specifying in detail any
such defect or non- conformity.
Absent of such timely notice, Buyer shall be
deemed to have waived any such defect or nonconformity which could be
determined based upon a reasonable inspection of such goods other than with
respect to the repair, replacement, or crediting of defective merchandise by Seller
under the limited warranty as provided above, Seller shall have no obligation to
Buyer with respect to any monetary damages by reason of such nonconformity or
defect, and in no event shall Seller be liable to Buyer for any lost profits or
consequential damages.
Seller shall have the option, exercisable in its sole discretion, of requiring the
return to it or an authorized representative of the defective merchandise,
transportation prepaid, for inspection. No warranty claim will be allowed which, in
the opinion of Seller, resulted from merchandise being altered or repaired by other
than Seller or an authorized representative or resulted from misuse, negligence or
accident.
In the event that some, but not all items of merchandise are defective
within the terms of the limited warranty set forth above, the repair, replacement or
crediting of defective merchandise at Seller's option shall apply only to such
defective items falling within the terms of such limited warranty and Buyer shall
have no right to return or seek credit for any items not so defective.
THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE, AND SELLER
SHALL HAVE NO FURTHER OR ADDITIONAL OBLIGATION WITH RESPECT TO ANY
MERCHANDISE SOLD TO BUYER.
ALL IMPLIED WARRANTIES, INCLUDING
MERCHANTABILITY AND FITNESS FOR PURPOSE, ARE DISCLAIMED.
9. LIMITATION OF LIABILITY - Seller's sole liability and Buyer's exclusive
remedy for damages from any cause whatsoever (and regardless of the form of
action) shall be limited to the repair, replacement or crediting, at seller's sole
option pursuant to the limited warranty set forth above, of the specific merchandise
that cause the damages or are the subject matter of, or directly related to the
cause of action.
In no event shall Seller be liable for damages caused by Buyer's
negligence of for any lost profits, or other incidental or consequential damages,
including loss to other systems or equipment of which a product of Seller is a part,
even if Seller has been advised of the possibility of such damages.
10. FORCE MAJEURE - Seller shall not be liable for any failure or delay in
manufacture or delivery resulting from any cause beyond the reasonable control of
Seller, including by way of illustration and not by way of limitation, compliance by
Seller with any Government regulation, or from acts of God, fires, or other casualty
or accident, strikes, lockouts, factory shutdowns, or alterations, embargoes, riots
or other disorders, delays or shortages in transportation, or inability to obtain
sufficient quantity of fuel, power, labor, manufacturing facilities of materials or
other supplies from the usual sources of Seller.
Neither shall the Seller be held to
the price of the product in his quotation and/or order acknowledgement, in the
event cost of materials needed for the Seller's manufacturing process of the
product, as the result of events listed in this paragraph, and being beyond the
reasonable control of the Seller, would increase beyond what can normally be
expected during the life of the contract.
Should such cost increases occur, the
Seller and the Buyer agree to re-negotiate the price for the product based on the
actual cost increases to the Seller for the Buyer's product as a result of said price
increases of materials used in the manufacturing of the product in question.
11. CANCELLATION - Cancellation of orders will not be accepted unless written
approval has been obtained from seller.
12. RETURN POLICY - Buyer must obtain a written approval from Seller prior to
shipping any Product back to Seller.
All Returns to be sent prepaid by Buyer.
At the discretion of the Seller, unused and undamaged Standard Products may, under
certain circumstances, be accepted back for credit or exchange.
A restocking
charge may apply.
Custom made products which are returned as defective, but are
found to meet the specifications agreed upon, will be subject to a re-testing
charge.
13. DISPUTES - Disputes between the parties shall be settled by arbitration
according to the Rules of Arbitration applicable within the jurisdiction of the
province of British Columbia, Canada.
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