TERMS AND CONDITIONS (QUO-001)
1. CONTRACT BETWEEN THE BUYER AND SELLER: This acknowledgement shall constitute the entire contract between Buyer and Seller with respect to the subject matter thereof, and said contract shall not be amended, modified or rescinded except by written agreement signed by an authorized official of each party, expressly referring to this contract.
2. WARRANTY: The Seller undertakes that products sold hereunder to Buyer shall be free from defects in material and workmanship, and shall conform to specifications for a period of 12 months from date of manufacture. This express warranty is in lieu of and excludes all other warranties, guaranties, representations, express or implied, by operation of law or otherwise. Upon receipt of Return Material Authorization (RMA#), Buyer shall return, all defective material, or material not conforming to specifications, to Seller, after inspection by Seller, or at Seller’s election, subject to inspection by Seller. Material returned by Buyer must be returned in same condition as when received by Buyer within 30 day period after receiving said material. Defective material, or material not conforming to specifications, so returned shall be replaced or reworked by Seller and returned, without any additional charge, or, in lieu of such replacement or repair, Seller may, at Seller’s option, refund the purchase price applicable to defective material or material not meeting specifications. Seller agrees to pay return freight charges not exceeding the lowest overland rate, which would apply from Buyer to Seller on all defective material, or material not meeting specifications. However, Seller shall not be obligated for such charges when material returned proves to be free from defect and to meet specifications. Material which proves to be free from defect and to meet specifications shall be held by Seller for shipping instructions promptly upon request. Seller’s liability shall be limited solely to the replacement or repair or to refunding the purchase price applicable to defective material or material not meeting specifications. Seller shall not be liable for any consequential damages nor for loss, damages or expenses directly arising from the use of the material.
3. CREDIT: All shipments to be made hereunder shall at all times be subject to the approval of Seller’s Credit Department and, if the financial responsibility of Buyer is unsatisfactory, or becomes impaired, or if Buyer fails to make any payment in accordance with the terms of the contract, then, in any such event, Seller may defer to decline to make any shipments hereunder except upon receipt of security satisfactory to Seller or cash payments in advance or it may terminate the contract.
4. PRICE: The price specified in this contract for any material is based upon existing inventories. Due to abnormal price increase in raw material if, where actual order was received and present inventories was depleted, prices shown are subject to negotiation.
5. LIABILITY: Seller’s liability for defective work or material shall be confined solely to replacement or repair of defective goods.
6. DELAYS: Seller shall not be responsible for any failure or delay in delivery due to fires, floods, labour troubles whether or not due to fault of Seller, breakdowns, delay of carriers, total or partial failure for any reason of usual sources of supply or transportation, requirements or request of any government or subdivision thereof or any similar or dissimilar cause beyond Seller’s control.
7. CHANGES: Seller assumes no responsibility for any changes in the specifications outlined in the original order, unless such changes are confirmed in writing by Buyer and accepted in writing by Seller. Any price variation resulting from such changes shall become effective immediately upon the acceptance of such changes. Seller assumes no responsibility for additional costs which result from changes made by the Buyer in shipping or production schedules, if such changes cause an increase in Seller’s cost or in the time of performance of this order, unless such changes are confirmed in writing by the Buyer and accepted in writing by the Seller. Additional costs arising from changes which have not been accepted in writing by the Seller will be claimed against the Buyer. Such claim is to be payable upon presentation.
8. DELIVERY SCHEDULE of any order resulting from this quotation shall not exceed 12 months, unless stated otherwise on the face hereof. Deliveries quoted are based on receipt of Buyer approved original gerber or other acceptable data format suitable for reproduction. Quoted quantities are for delivery in one lot unless otherwise specified by Request for quotation.
9. PATENTS: If any material shall be manufactured or sold by Seller to meet Buyer’s specifications or requirements and is not a part of Seller’s standard line offered by it to the trade generally in the usual course of Seller’s business, Buyer agrees to defend, protect and save harmless Seller against all suits at law or in equity and from all damage, claims and demands for actual or alleged infringement of any Canadian or foreign patent and to defend any suits or actions which may be brought against Seller for any alleged infringement because of the manufacture or sale of any such material.
10. POINT OF DELIVERY: Delivery to carrier at point of shipment shall constitute delivery to Buyer and Buyer shall assume all risk for subsequent loss or damage. The fact that in some instances a different “F.O.B.” point may be shown on the face hereof, or that all or a part of freight charges may be prepaid, assumed or allowed by Seller, is for Buyer’s convenience only.
11. CANCELLATION: This contract is subject to cancellation only upon Seller’s accepting such cancellation in writing, and the effective date of such cancellation shall be the date of such acceptance. The date of such acceptance notwithstanding. Seller shall have articles affected to the point at which the processing be halted with the least inconvenience to Seller under the circumstances. Payment of cancellation charges shall be made by Buyer upon receipt of shipment of same.