PLEASE READ
Set out below are the terms and conditions applicable to the sale by Kit-Tronics Inc. (""Kit-Tronics"") of all products and services.
CONDITIONS OF SALE
I. Prices. The Purchaser agrees to pay Kit-Tronics the prices published in the Kit-Tronics Price Schedule in effect at time of shipment, and minus applicable discount. Such prices are subject to change by Kit-Tronics at any time without notice.
II. Returns. Kit-Tronics may accept returned merchandise only when approved in advance and when bearing an R.M.A. (Returned Merchandise Authorization) number. The R.M.A. number is obtained from Kit-Tronics at the time of approval. Such returns must be shipped transportation-prepaid. Returned merchandise must be currently listed, in original, sealed, factory cartons and purchased within the previous thirty (30) days. Credit will be issued at current or purchased price at Kit-Tronics's option and may be subject to a restocking charge.
III. Purchase Orders. The purchaser?s purchase orders for Kit-Tronics products are subject to the terms and conditions of this policy and the ordering instructions contained in Kit-Tronics's Price Schedules published from time to time. Kit-Tronics will not be bound by any terms, conditions or prices stated in the Purchaser's purchase orders, acceptance forms, or elsewhere which vary, limit or add to the terms, conditions or prices of this policy. Standing, general or blanket instructions will not be accepted. No order for Kit-Tronics products will be binding upon Kit-Tronics until accepted by Kit-Tronics or by shipment. Any such order will be subject to these standard conditions of sale and acceptance will be conditioned on assent to these conditions.
Failure of Kit-Tronics to object to provisions contained in any purchase order or other communication from a Purchaser (including, without limitation, penalty clauses of any kind) shall not be construed as a waiver of these conditions nor an acceptance of any such provisions.
No order accepted by Kit-Tronics may be altered or modified by Purchaser unless agreed to in writing signed by an authorized official of Kit-Tronics.
1V. Duties and Taxes. Prices listed or quoted include duty at the rate in effect at the date of the proposal or quotation. Such prices are subject to increase or decrease to reflect any change in duty made prior to delivery of the product.
Goods and Services Tax (GST) will be added to the invoice price at the rate in effect at time of shipment, for products and services, for delivery to all Canadian Addresses.
Quebec Sales Tax (QST) will be added to the invoice price at the rate in effect at time of shipment, for products and services, for delivery to all Quebec Addresses.
DELIVERY TERMS
I. Shipping Policy - F.O.B. Point. Shipping terms are F.O.B. Kit-Tronics's warehouse. Freight may be prepaid by Kit-Tronics and billed to the Purchaser. Kit-Tronics reserve the right to select the method of transportation and the routing of shipment. A Purchaser requiring shipment by a method or routing other than that selected by Kit-Tronics will be billed the increase in transportation charges.
II. Delivery. Unless otherwise expressly agreed in writing, delivery of the product will be made F.O.B. Kit-Tronics's warehouse, and Kit-Tronics reserves the right to make delivery in instalments unless otherwise specified at the time of order.
III. Shipping errors. The Purchaser agrees to check shipments received from Kit-Tronics to ensure their accuracy. If goods have been shipped in error by Kit-Tronics or ordered incorrectly by the Purchaser, then the Purchaser shall inform Kit-Tronics of this error within ten (10) calendar days. Such notification will invoke the procedures as outlined in CONDITIONS OF SALE, Item II - Returns, as outlined in these Terms and Conditions.
IV. Loss or Damage on Shipments F.O.B. Warehouse (Standard Conditions). Kit-Tronics shall not be responsible for any loss, damage, or pilferage, sustained in transit. Claims of such character should be made promptly by the Purchaser against the carrier. If Kit-Tronics is notified in writing of such claims, it will lend assistance to secure adjustment. Valuation of shipment will be at carrier's standard rates unless otherwise specified by the Purchaser at additional cost.
V. Loss or Damage on Shipments F.O.B. Destination (Exception to Standard Conditions). If delivery is made otherwise than F.O.B. Kit-Tronics's warehouse, the Purchaser shall examine the product as soon as it is received and shall give immediate notice to Kit-Tronics and the carrier of any loss or damage sustained during transit, and further in the case of any damage, the Purchaser shall request an inspection of the loss or damage by a representative of the carrier and a copy of the carrier's Inspection Report shall be sent to Kit-Tronics. If such notice to Kit-Tronics or to the carrier is not given, the product shall be deemed to have been delivered in satisfactory condition and the price shall become due and payable in full as agreed between Kit-Tronics and the Purchaser.
VI. Title. Delivery of goods to a carrier shall constitute delivery to the Purchaser and, regardless of freight payment, and method, all risk of loss or damage in transit shall pass to the Purchaser at that time. Title to goods shall pass from Kit-Tronics to the Purchaser when Kit-Tronics has been paid in full. All goods shall continue to be personalty notwithstanding their mode of attachment to realty or other property. If default is made in any of the payments herein, Kit-Tronics may retain any partial payments which have been made, as liquidated damages, and Kit-Tronics shall be entitled to the immediate possession of the goods and shall be free to enter the premises where the goods may be located, and remove them as Kit-Tronics's property, without prejudice to Kit-Tronics's right to recover any further expenses or damages Kit-Tronics may suffer by reason of such non-payment.
VII. Governing Law. All contracts for the sale of Kit-Tronics products shall be governed and construed according to the laws of the Province of Quebec.
TERMS OF PAYMENT
I. Terms: All prices quoted and all payments shall be in Canadian dollars unless otherwise specified. All payments are due in accordance with invoice terms from the date of Kit-Tronics's invoice to the Purchaser. In case partial shipments are made at different times, pro-rated payments shall be made.
The Purchaser agrees that should any payments not be made when due, then interest on such overdue payments shall be paid by the Purchaser at the rate of two percent (2%) per month (twenty-six point eighty two percent (26.82%) per annum) until the price, including service charges, has been fully paid but this shall not be construed as obligating Kit-Tronics to grant any extension of time in the terms of payment.
If legal action or any proceeding or demand is brought or made by Kit-Tronics for recovery of possession of Kit-Tronics Products or for the collection of any purchase price or other sums payable to Kit-Tronics by the Purchaser or because of the breach of any other terms or conditions herein contained on the part of the Purchaser to be kept or performed, the Purchaser shall pay to Kit-Tronics all expenses incurred therefore, including all reasonable solicitors' fees in respect thereof on a solicitor and client basis.
II. Credit. Kit-Tronics reserves the right to reject any orders placed by the Purchaser and refuse to ship any accepted orders on hand or request payment in advance if at any time the Purchaser's credit standing becomes impaired or unsatisfactory to Kit-Tronics.
GENERAL PROVISIONS
I. Limitation of Liability. Notwithstanding any other provision herein or any applicable statutory provisions, neither Kit-Tronics nor the Purchaser shall be liable to the other for special or consequential damages or damages for loss of use arising directly or indirectly from any breach of contract, fundamental or otherwise or from any tortuous acts or omissions of their respective employees or agents and in no event shall the liability of Kit-Tronics exceed the unit price of the defective product or of the product subject to late delivery.
II. Warranty. The products sold by Kit-Tronics are not manufactured by Kit-Tronics. All products are covered by the manufacturer's warranty direct from the manufacturer. Kit-Tronics may (at our option) assist in offering warranty repair. Where Kit-Tronics has not been paid in full for products, the warranty will not be honoured. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, AND Kit-Tronics EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS WARRANTY EXCLUDES CERTIFICATIONS OR THE LIKE FOR EQUIPMENT PERFORMANCE, USES OR DESIGN WITH RESPECT TO ANY EQUIPMENT PERFORMANCE, USE OR DESIGN WITH RESPECT TO ANY STANDARD, REGULATION OR THE LIKE (UNLESS AND TO THE EXTENT INDEPENDENTLY APPROVED IN WRITING BY AN OFFICER OF KIT-TRONICS) AND EXTENDS ONLY TO THE PURCHASER OR TO A CUSTOMER PURCHASING FROM THE PURCHASER.
III. Force Majeure. Kit-Tronics shall not be liable for loss or damages or delay due to causes beyond its control including but not limited to, acts of God, acts of the Purchaser, fire, strikes, lockouts or other labour disruptions, flood, epidemics, civil or military restrictions, embargoes, car shortages, wrecks, delays in transportation or inability to obtain necessary labour. In the event of any such delay the delivery shall be extended for a period equal to the time lost by reason of the delay.
IV. Severability. Invalidity of any provision of this Sales Policy shall not affect the validity of any other provision hereof and any such invalid provision shall be severed herefrom.
V. Non-Waiver. No failure by Kit-Tronics to exercise any right accruing to it under any contract of sale entered into with the Purchaser shall operate as a waiver thereof nor preclude the exercise of any other right or privilege by Kit-Tronics.
VI. Notice. Any notice required or contemplated hereunder shall be in writing and shall be delivered personally or sent by fax or other form of telecommunication or by prepaid registered mail. Any notice sent by fax or other form of telecommunication shall be deemed to have been received when transmitted and any notice sent by registered mail shall be deemed to have been received when signed for.
SPECIAL CONDITIONS
I. Order Cancellation. An order may be terminated by the Purchaser only upon reimbursement to Kit-Tronics of expenses already incurred and commitments made by Kit-Tronics with respect to the order.
II. Packing. Prices quoted include Kit-Tronics's standard domestic packing only. Where special packing is required, refer to Kit-Tronics.
III. Shortages. Kit-Tronics reserve the right to reject orders placed by the Purchaser or to refuse to ship orders accepted in circumstances of actual or anticipated shortages of any product. Kit-Tronics reserve the right to allocate available products among its customers in such circumstances and in such a manner as Kit-Tronics may determine.