ELECTRO COMPOSITES (2008)
1. ORDER APPROVAL, PRODUCT AND PRICE
a) All orders are subject to approval of credit department.
b) Unless otherwise specifically provided for in writing, the prices quoted are based on production of the total quantity specified without interruptions caused or requested by the Purchaser; any requested change may require adjustment in the price.
c) In case of Purchaser's inability, for any reason, to take delivery of goods, the Vendor's invoice indicating Items are ready for shipment will be treated by the Purchaser as waiving any inspection requirements and such invoice shall be payable under the stated terms.
d) Taxes. The Purchaser agrees to pay all taxes; duties or government levies resulting from any transactions under this agreement. This does not include taxes based on the Vendor's net income.
e) The purchaser shall indemnify and hold the manufacturer harmless concerning any claim or action against the latter resulting from the fault, omission or negligence on the part of the purchaser or a person under its responsibility.
f) The purchaser will furnish plans and specifications required for the items;
2. DELIVERY
a) The delivery dates are estimates, not guarantees, based on conditions at the time of quotation or order and determined from the date of receipt of written purchase order and specifications.
b) The Vendor shall have the right to specify the carrier to be used unless instructions have been received from the Purchaser prior to order.
c) All transportation and other charges shall be paid for by the Purchaser, unless specified otherwise.
d) Regardless of any prior approval of credit, the Vendor may suspend deliveries of Items until the Purchaser provides assurance or performance reasonably satisfactory to the Vendor if, in the Vendor's sole judgment, the financial condition of the Purchaser at any time prior to shipment so warrants.
e) The purchaser must take all actions necessary to facilitate the manufacturer's access to the delivery site in order to permit delivery of the materials;
f) Notwithstanding acceptance by the manufacturer, it reserves the right to cancel any order, upon the sending of written notice to this effect to the purchaser and the purchaser shall not have any right to claim damages therefore from the manufacturer.
3. SHORTAGES AND RETURNS
a) Claims for shortages or defects must be made in writing within (ten) days after actual receipt of Items. However, credit will not be issued on any Items, which have been damaged or mishandled by the Purchaser. The Purchaser, at its expense, will perform individual inspection and the Purchaser can reject only Items that prove to be defective by the Purchaser's individual inspection.
b) The Vendor's liability for defective material shall be confined solely to replacement or repair of defective Items. The Vendor reserves the right to correct errors in the Items. All Items claimed to be defective or that do not conform to specifications shall be held subject to inspection by the Vendor. The Vendor will either replace such Items that are proven defective or allow credit for them, at its option.
c) Acceptance of a shipment as satisfactory constitutes approval of all previous shipments for the same Item unless the Purchaser has already given the Vendor formal notice to the contrary.
4. CANCELLATIONS AND FORCE MAJEURE
a) Orders are not subject to cancellation or deferment of shipment unless the Vendor is indemnified against costs or loss resulting therefrom. Any extra costs associated with the cancellation, the Purchaser shall pay alteration or suspension of orders. The Vendor shall not be responsible for delays or non-performance caused by strikes, fires or other causes beyond its control.
b) In the event that the purchaser cancels the present contract or order, the manufacturer may retain the amount paid on account (deposit) as liquidated damages, without prejudice to its other rights and recourses.
5. TITLES AND SECURITY
Title in the Items remains with Vendor until full payment therefore and in addition the Purchaser hereby grants to the Vendor a security interest in the items and agrees to do all things and to execute all documents necessary to protect such security interest. The Purchaser appoints the Vendor as its attorney to execute any documents or other instruments necessary to perfect and enforce the Vendor's security interest. In the event of non-payment by the Purchaser of any part of the purchase price, the Vendor retains the right to remove the Items, whether or not erected, without notice and any additional charges for removal, disassembly or re-erection, as the case may be, shall be to the account of the Purchaser.
6. WARRANTY
- a) In providing manufactured Items under this agreement, the Vendor makes no warranties whatsoever, either express or implied, oral or written, in fact or by operation of law or otherwise, except as expressly stated in this agreement.
- The Vendor warrants its products as follows: in the event any Item supplied hereunder fails to conform to the sample or specifications therefore, for a duration of one year following the delivery date, any Vendor's liability shall be limited to supplying other Items which conform in all respects to such sample, providing a credit, or refunding the purchase price thereof (upon return of the Item if requested by the Vendor). Vendor shall not be liable to the Purchaser nor to any other party for any losses or damages, including without limitation, economic and consequential losses, or direct or indirect, incidental, exemplary and punitive damages whether contractual, extra-contractual or otherwise or any other claims or expenses in any manner resulting from, or connected with, the supply of the Items pursuant to this agreement.
- All Items will be furnished subject to commercial variations in materials and production operations incident to the processes employed in manufacturing.
7. GENERAL
- All sales contracts become effective only when approved and accepted in writing by the Vendor.
- The terms and conditions herein supersede those contained in all previous quotations, orders and agreements, oral or written, and shall govern furture transactions between the Purchaser and Vendor unless otherwise agreed in writing. Only writing signed by both the Purchaser and Vendor may amend this agreement.
- Severability: Should any part of this agreement be held invalid or without effect by a court of competent jurisdiction, the balance shall remain valid and construed as intended, to the extent possible.
- Assignment. This agreement shall be binding upon and ensure to the benefit of the parties hereto and their respective successors and permitted assigns. All rights and obligations accruing hereunder to the Purchaser are personal and shall not be assigned by the Purchaser, either in whole or in part, except with the prior written consent of the Vendor.
- Law. The governing law shall be that of the province of Quebec and the parties elect domicile in the judicial district of Montreal.
- Terms of payments: Unless otherwise agreed, the following terms of payment prevail:
- Product: net 30 days.
- Tooling:
- 30% with the purchase order,
- 60% when the fabrication of the tooling is completed,
- 10% when the first article is accepted.
- Administration. Any unpaid account or balances due shall bear interest at a rate of 24% per annum, 2% per month and all costs of collection shall be borne by the Purchaser.
- Language. It is the express wish of the parties hereto that this agreement and all documents contemplated hereby should be drawn up in English.
8. DIES & TOOLS
Charges to the purchaser may cover part of the cost of tools, dies and fixtures required for a particular product. If the Purchaser has paid for such tools and wishes that they no longer be used, Vendor will destroy such tools and provide proof to Purchaser. Such tools, dies and fixtures remain the property of the Vendor and are retained in Vendor's possession for exclusive use of the Purchaser. No additional charges will be made for upkeep or replacement unless agreed to by the Purchaser.