General Conditions of Sale

1. These conditions supersede those contained in all previous quotations, orders and agreements, electronic, oral or written, and shall govern future transactions between the Buyer and Seller.
2. 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 Buyer and are based on current costs of raw materials and labour and any change affecting either of these will require adjustment in  the selling price.
3. All Products will be furnished subject to commercial variations in material and production operations incident to the processes employed in manufacturing unless otherwise specified.
4. Any unpaid account or balances due shall bear interest at a rate of 5% per annum.
5. The Buyer agrees to pay for costs associated with changes in specifications made by the Buyer and accepted by the Buyer and also agrees to assume all risk of any resulting damage.
6. The Buyer shall hold the Seller harmless against any expense or loss resulting from infringement of patents, trademarks or any other intellectual property rights arising from compliance with the Buyer’s designs, specifications or instructions.
7. The Buyer will defend, at the Buyer’s own expense, any suit which may be brought against the Seller by reason of the manufacture of Products made to the Buyer’s specifications, including any third party proceedings.
8. No guarantees or modifications of any order, or of these conditions of sale, shall be binding on the Seller unless in writing and signed by an authorized representative of the Seller.
9. All sales contracts become effective only when approved and accepted by the Seller.

Delivery

1. Delivery dates are estimates only and not guarantees. They are based on conditions at the time of quotation, and the Seller shall not be liable for delays resulting from causes beyond its reasonable control.
2. The acceptance of shipment by common carrier selected by the Buyer shall constitute a delivery to the Buyer and the Seller shall not be responsible for Products damaged in transit.
3. The Seller shall have the right to specify the carrier to be used unless instructions have been received from the Buyer prior to quotation.  The Seller shall have the right to invoice for special crating or shipping charges necessary to accommodate the Buyer’s shipping instructions if instructions are not received from the Buyer prior to quotation.

Warranty

• The Buyer acknowledges and agrees that the manufacturers’ warranty of the Products applies, and are available on request.  The Buyer further acknowledges and agrees that the Seller does not provide to the Buyer any warranty with respect to the Products, including any warranty, either expressed or implied, with respect to the merchantability or fitness of the Products.  for any purpose.  The Buyer acknowledges and agrees that the Seller shall have no liability for damages of any kind, including but not limited to personal injuries and property damage, arising out of, or resulting from, the use of the Products.  In no event shall the Seller be liable for any consequential or special damages arising from any breach of these terms and conditions or from the use of the Products.

Product Return

• The Buyer further acknowledges and agrees that individual inspection of the Products will be performed by the  Buyer, at the Buyer’s expense, and only Products that prove to be defective by the Buyer’s individual inspection can be rejected by the Buyer.  Notwithstanding the foregoing, no Products shall be returned without prior authorization of the Seller.  All returned Products must be accompanied with a Return Materials Authorization number (RMA#).  Any Products returned for reasons other than defects in manufacturing will be subject to a 20% restocking fee.  A restocking fee will be quoted on all Special Order Products subject to manufacturers’ approval.  All Products must be returned in their original condition and packed securely or credit will not be processed.  The Buyer acknowledges and agrees that it is not possible to guarantee 100% inspection of the manufactured Products.  Returns will not be accepted by the Seller 90 days after the invoice date.  

Order Cancellation/Alteration/Suspension

• Any extra costs associated with the cancellation, alteration or suspension of orders or of these conditions of sale shall be paid by the Buyer, including but not limited to work in progress fees associated with the order.  Fees associated with the cancellation, alteration of orders will be quoted by the Seller on request.