TERMS AND CONDITIONS OF SALE

ACCEPTANCE

(a) These terms and conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written. No additions to or modifications of these terms shall be binding unless agreed to in writing by an authorized representative of the Seller.
(b) If Buyer issues any purchase order or communication containing terms that are contrary to or additional to these terms, Buyer’s acceptance of goods and services from Seller constitutes Buyer’s complete assent to these terms unless Buyer requests cancellation in writing before acceptance.
(c) Additional terms presented by Buyer will be treated as offers to modify these terms and are rejected unless accepted in writing by Seller.

PRICES AND SHIPMENT

All prices are FCA (Free Carrier, named place) for shipments within Canada and EXW (Ex-Works) for international shipments. Buyer shall pay all costs of shipment and insurance. Seller will package, mark, and ship goods per order requirements and will select the carrier unless Buyer’s requested carrier is approved in writing by Seller.

TAXES AND DUTIES

All prices, orders, and invoices are exclusive of Canadian Goods and Services Tax (GST), Harmonized Sales Tax (HST), Provincial Sales Tax (PST), and any other applicable taxes. Buyer is responsible for paying all taxes and duties required by Canadian law.

PAYMENT AND TITLE

Payment terms are net thirty (30) days from the date of Seller's invoice unless otherwise specified. Interest penalties will be assessed on overdue invoices at an annual rate of 5%, compounded every thirty (30) days. Title to goods transfers to Buyer upon delivery at Seller’s designated delivery point.

CHANGES

Buyer may request changes to the scope of the order by providing written notice, subject to Seller’s approval. Any adjustments in cost, schedule, or scope resulting from such changes must be agreed upon in writing before taking effect.

PRODUCT CHANGES

For products manufactured per Seller’s design, Seller reserves the right to make design changes. For catalog and standard products, Seller maintains authority to make changes to parts, materials, and processes without prior notice to Buyer.

CUSTOMER FURNISHED MATERIAL

Seller assumes no liability for loss or damage to materials furnished by Buyer, except in cases of gross negligence or willful misconduct. Risk of loss remains with Buyer.

FIXTURES AND TOOLS

Seller retains ownership of fixtures and tools required for production. Invoices for setups, fixtures, or tools do not transfer ownership to Buyer unless specified in writing.

INSPECTION AND ACCEPTANCE OF GOODS

(a) Final inspection of goods will occur within thirty (30) days of delivery. Buyer must notify Seller in writing of any rejection within this period; otherwise, goods are deemed accepted.
(b) In-process inspections require a separate written agreement and are subject to Seller’s proprietary and export control requirements.

PATENT RIGHTS

All rights to inventions or discoveries made by Seller under this order, including patents, remain with Seller.

DATA AND CONFIDENTIAL INFORMATION

Sales do not transfer any rights to Seller’s proprietary data. Required data for order fulfillment will be identified in the order. Both parties will enter a Non-Disclosure Agreement (NDA) before sharing proprietary data and agree not to disclose it to third parties, except as necessary for order fulfillment.

GOVERNMENT CONTRACTS

If the goods are purchased for use under a Canadian government contract, only mandatory terms from applicable Canadian law are incorporated herein. Seller disclaims rights and remedies under provincial laws unless explicitly stated.

APPLICABLE LAW

This agreement is governed by the laws of Ontario, Canada, without regard to conflicts of laws principles. Any disputes arising hereunder shall be resolved exclusively in Ontario courts. If this agreement involves the sale of goods outside of Canada, the United Nations Convention on Contracts for the International Sale of Goods does not apply.

DISPUTES

Unresolved disputes will be submitted to arbitration under the Canadian Arbitration Association rules. The arbitration will occur in Ontario, and each party shall bear its own legal fees. Arbitration does not preclude either party from seeking injunctive relief in Ontario courts.

FORCE MAJEURE

Seller is not responsible for delays or failures due to events outside its control, including Canadian or provincial regulations, strikes, natural disasters, or other force majeure events as recognized by Canadian law.

INSURANCE

If Seller is performing work on Buyer’s property, Seller will insure its employees with workers’ compensation. Buyer agrees to indemnify Seller against claims arising from Seller’s work, except in cases of Seller’s gross negligence or willful misconduct. Neither party is liable for incidental or consequential damages.

WARRANTY

(a) Seller warrants products against defects in material and workmanship for twelve (12) months from shipment. This warranty excludes products stored, abused, or altered by unauthorized persons.
(b) Warranty adjustments require return shipping prepaid by Buyer. Non-verified claims and out-of-warranty returns are subject to evaluation charges. Seller’s warranty obligations are limited to repair or replacement, as determined by Seller.
(c) All other warranties, express or implied, are disclaimed, including implied warranties of merchantability or fitness for a particular purpose. This limitation of liability survives any failure of essential purpose of this agreement.

RETURN MATERIAL PROCEDURE

All returns require a Return Material Authorization (RMA) number. For international returns, compliance with Canadian export and import regulations is required. Unauthorized returns will be sent back at Buyer’s expense.

EXPORT COMPLIANCE

Buyer shall comply with Canadian export control laws and regulations. Seller is not liable for non-delivery due to changes in export laws or Canadian government actions.

END USE

Buyer shall provide end-use information upon Seller’s request, including the intended recipient, user, and application of the product. Seller reserves the right to terminate the order if Buyer does not comply.

LIMITATION OF LIABILITY

Seller’s liability is limited to the purchase price of the goods causing the claim. Seller is not liable for indirect, incidental, consequential, or punitive damages, including loss of profits or revenues, regardless of the basis of the claim.

OBSOLESCENCE

Seller is not responsible for future obsolescence of components or devices or for costs associated with retrofit or redesign.