| 1.
PRICES: Prices are F.O.B., CAMMDA
Corporation ("Seller"), Cobourg, Ontario.
The prices to be paid by Buyer shall be as quoted
on the attached data sheet. Prices so quoted
may be revised by Seller any time before acceptance
by Buyer. Prices on goods sold by Seller are
firm for thirty (30) days from the date of quotation.
Prices on auxiliary equipment and accessories
of other manufacturers, as set forth in Paragraph
10, are subject to change without notice.
2.
TERMS: For
machines, Buyer shall deposit 25% of the purchase
price with Buyer's purchase order with sixty-five
percent (65%) of the purchase price due upon
completion of the machine payable at Seller's
prior to shipment (customer approval or waiver
requested) with the remaining ten percent (10%)
of the purchase price due, net thirty (30) days
after date of invoice. Buyer shall pay for parts,
net thirty (30) days from the date of invoice,
subject to approval of Buyer's credit. Any unpaid
amounts shall be assessed a late charge of the
lesser of two percent (2%) per month or the
maximum rate allowed under law.
3.
TAXES: The amount of any present
or future sales, revenue, excise, or other taxes
applicable to the goods purchased hereunder,
shall be added to the purchase price and shall
be paid by the Buyer, whether included in this
quotation or not.
4.
DELIVERY: Time
of shipment promised is approximate and is not
guaranteed. Seller will make a reasonable effort
to fill orders promptly, and on stated delivery
date, but Seller shall not be responsible for
damages of any kind, direct or indirect, growing
out of, or in consequence of delay in delivery.
Seller shall have the right to deliver the goods
at one time or in installments. When delivery
is in installments, Seller shall prepare an
invoice showing the price of the goods shipped
at the time of each shipment, and Buyer shall
pay the amount of the invoice as provided in
this contract.
5.
SHIPMENT: All shipments shall
be F.O.B. Seller, Cobourg, Ontario, freight
collect, and are at Buyer's risk thereafter.
UPS shipments can be freight prepaid and added
to invoice or ?????? collect with receipt of
Buyer UPS account number. Claims for loss or
damage should be made promptly to the carrier
at the point of delivery. Unless the carrier
is designated in writing by the Buyer, Seller
is authorized, as Buyer's agent, at Buyer's
risk, to determine means of transportation and
to select the carrier.
6. RETURN POLICY: Stock items may be returned, upon approval, within two weeks of the invoice date of the original shipment for a minimum of a 25% restocking fee, if the product is in a like-new condition. Non-stock items may not be returned for credit. Cammda does not accept any responsibility for incoming freight on the return of the item.
In the case of a manufacturer's defect, no restocking charge will apply. Cammda will issue credit upon the return of the defective product.
7.
WARRANTY: The warranties contained
herein are not made in regard to auxiliary equipment
and accessories (see Section 10 below). Unless
otherwise specified, warranties are limited
to the following: All goods sold by Seller are
guaranteed against defective workmanship or
material for a period of six (6) months after
date of shipment from the factory, provided
the goods were operated under the conditions
for which they were sold. All claims pursuant
to the warranties must be made within such six
(6) month period. If Buyer claims the goods
are defective within the six (6) month's period,
the buyer shall notify Seller immediately, in
writing. At Seller's discretion Seller may issue
shipping instructions for return of the goods
to its factory. Seller shall have the option,
at its sole discretion, if the goods are found
to be defective, to correct the defect or defects
by repair or replacement. Seller's obligation,
with respect to such goods, shall be limited
to the replacement or repair F.O.B. Seller's,
Cobourg, Ontario plant, and in no event shall
Seller be liable for consequential or special
damages, or for transportation, installation,
adjustment, or other expenses which may arise
in connection with such goods. The liability
of Seller arising out of supplying said goods
and services, or its use, whether on warranties
or otherwise, shall not in any case exceed the
cost of the equipment and parts involved, and
upon the expiration of said six (6) months,
all such liabilities shall terminate. Seller
assumes no liability for damages or expenses
of any character, including those arising out
of the installation, use, or resale of such
goods. No representation or other affirmation
of fact not set forth herein, including, but
not limited to, statements regarding capacity,
suitability for use, or performance of the goods,
shall be deemed to be a warranty or representation
by Seller for any purpose, nor give rise to
any liability or obliga-tion of Seller whatsoever.
NO WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED,
INCLUDING ANY WARRANTY AS TO MERCHANTABILITY
OR FITNESS FOR ANY PURPOSE, IS MADE, EXCEPT
AS SPECIFICALLY PROVIDED IN THIS AGREEMENT
8.
ACCEPTANCE OF ORDERS: This quotation
must be accepted in writing by Buyer. Acceptance
of this offer is expressly limited to the exact
terms contained herein. If for any reason Buyer
should fail to accept in writing, any conduct
by Buyer which recognizes the existence of a
contract pertaining to the subject matter hereof,
shall constitute acceptance by Buyer of this
quotation and all of its terms and conditions.
Any terms proposed in Buyer's acceptance of
Seller's offer which add to, vary from, or conflict
with the terms herein or attached hereto, are
hereby objected to. Any such proposed terms
shall be void and the terms herein and attached
hereto shall constitute the complete and exclusive
statement of the terms and conditions of the
contract between the parties and may hereafter
be modified only by written instrument executed
by the authorized representatives of both parties.
If this quotation has been issued by Seller
in response to an offer, and if any terms herein
are additional to, or different from any terms
of such offer, then the issuance of this quotation
by Seller shall constitute an acceptance of
such offer subject to the express condition
that the Buyer assent to such additional and
different terms herein, and acknowledge that
this quotation constitutes the entire agreement
between Buyer and Seller with respect to the
subject matter hereof and the subject matter
of such offer; and Buyer shall be deemed to
have so assented and acknowledged unless Buyer
notifies Seller to the contrary in writing within
ten (10) days of receipt of this quotation.
Orders are accepted with the understanding that
they are not subject to cancellation.
9.
FINANCIAL RESPONSIBILITY: If
Seller shall reasonably doubt Buyer's financial
responsibility, or a Petition in Bankruptcy
shall be filed by or against Buyer, or if Buyer
shall make an assignment for the benefit of
its creditors, or shall apply to its creditors
to compromise its debts, or for an extension
of time in which to pay its debts, or if a receiver
or trustee of the Buyer or its property, shall
be appointed, the Seller may stop further production
hereof, refuse to make further deliveries, and
may stop any goods in transit. Further, the
Seller may, without prejudice to any other remedy
which it may have, cancel this agreement, or
demand and receive all payments and debts owed
which are or shall be owed by Buyer for continuing
performance hereof.
10.
AUXILIARY EQUIPMENT AND ACCESSORIES: To
the extent that auxiliary equipment and accessories
of other manufacturers (e.g. prime movers and
controls) are included as part of the quotation
and data sheet attached hereto, it is understood
that Seller acts only as an agent of Buyer in
making such quotations. SELLER MAKES NO WARRANTIES
OR GUARANTEES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS
FOR ANY PURPOSE AND ASSUMES NO LIABILITIES WITH
RESPECT TO AUXILIARY EQUIPMENT AND ACCESSORIES
MANUFACTURED BY OTHERS.
11.
PERFORMANCE BONDS AND MONIES: Due
to events and matters that are often beyond
the control of Seller, Seller cannot make quotations
or accept orders which should necessitate the
posting of a performance bond or monies providing
for penalties for late delivery. This quotation
is made pursuant to the understanding that no
such bond, or its equivalent, is or will be
required. If such is required, then Seller has
the right to terminate this agreement, and Seller
shall have no liability to Buyer, and the agreement
between Buyer and Seller shall be null and void.
12.
START-UP: Upon request and unless
specifically stated on the proposal otherwise,
Seller will provide, at the current rate plus
expenses, a technician to supervise the setting
up and starting of the goods. Seller accepts
no responsibility for material and equipment
or for the acts of men furnished by Buyer. Seller
strongly recommends the Buyer engage technician
from Seller to assure proper implementation
of equipment furnished. Except to the extent
above provided in Section 7, Seller shall not
be responsible for the performance of goods
which are not set up or started by a technician
provided by Seller.
13.
MODIFICATIONS:
The terms and conditions of this agreement may
be modified or rescinded only by written agreement
signed by an authorized representative of Seller.
14.
CANCELLATIONS: Any order entered
on the basis of this agreement shall be subject
to changes, specifications or cancellations
by Buyer only with Seller's written consent
and at a charge which Seller shall determine
sufficient to indemnify it against loss.
15.
MATERIAL EVALUATION TEST: This
proposal is subject to a material evaluation
test to be performed at the discretion of Seller.
Buyer may be requested to have an authorized
representative on hand to witness and approve,or
disapprove, the results. This test may be subject
to a laboratory fee and if so, a separate purchase
order will be requested to cover the cost. In
the event that Buyer does not attend, or such
test is not performed, Buyer may be required
to sign a waiver accepting the equipment. Seller
does not manufacture or supply any of the reactive
chemical components that are used in this equipment.
Seller is not responsible for the effects of
such reactive chemical components. Because of
the vast number of chemicals that could be used
and their varying chemical reactions, Buyer
and users of this equipment should determine
all facts relating to the materials used, including
any of the potential hazards involved. Particular
inquiry and investigation should be made into
the potential dangers relating to toxic fumes,
abrasion, fires, explosions, reaction time,
and exposure of human beings to the individual
components or their resultant mixtures.
16.
EXCUSABLE DELAY FOR NONPERFORMANCE: Neither
Buyer nor Seller shall be liable for a failure
to perform hereunder arising from: (a) acts
of God or a public enemy, (b) acts of the government
of Canada or any province or political subdivision
or any department or regulatory agency thereof
or entity created thereby, (c) acts of any person
engaged in subversive activity or sabotage,
(d) fires, floods, explosions, or other catastrophes,
(e) epidemics or quarantine restrictions, (f)
strikes, slow-downs, lock-outs, or labor stoppages
or disputes of any kind, (g) freight embargoes,
(h) unusually severe weather, or, without limiting
the foregoing, (i) causes or events beyond the
control and without the fault or negligence
of Buyer or Seller in failing to perform hereunder.
To the extent that, and so long as, the obligations
of either party are affected by any such cause
or event, such obligations shall be suspended.
17.
DEFAULT: Upon the happening
of one or more of the following events, Seller
shall forthwith have the unrestricted right
to cancel this agreement, in whole or in part,
without cost or liability to Seller and/or pursue
any further remedies available at law, or in
equity: (a) Buyer's insolvency or inability
to meet obligations as they come due, (b) the
appointment of a trustee or receiver of Buyer,
or any substantial part of Buyer's assets by
any court, (c) the filing of a voluntary or
involuntary petition of bankruptcy, (d) Buyer
fails, or appears to be unable, to perform any
of its obligations in accordance with the terms
and conditions of this agreement. No waiver
by Seller of a breach by Buyer of any provision
of this agreement shall constitute a waiver
of any other breach or of such provision. All
of Seller's rights and remedies hereunder shall
be cumulative and not exclusive.
18.
SUBSTITUTIONS: EXTRAS: Substitution
of materials or accessories may be made by Seller
at any time.
19.
LIMITATION OF SELLER'S LIABILITY: STATUTE OF
LIMITATIONS:
In no event shall Seller be liable for anticipated
profits or incidental or consequential damages.
Seller's liability on any claim, of any kind,
for any loss or damage arising out of, connected
with, or resulting from this agreement, or from
the performance or breach thereof, shall in
no case exceed the price allocable to the goods
or services or unit thereof which gave rise
to the claim. Seller shall not be liable for
penalties of any description. Any action resulting
from any breach on the part of Seller as to
the goods or services delivered hereunder must
be commenced within one (1) year after the cause
of action has accrued.
20.
CONTROLLING PROVISIONS: These
terms and conditions shall supercede any provisions,
terms, and conditions contained on any confirmation
order, or other writing, the Buyer may give
or receive, and the rights of Buyer and Seller
shall be governed exclusively by the provisions,
terms, and conditions hereof. The Seller makes
no representations or warranties concerning
this quotation except such as are expressly
contained herein.
21.
CONFIDENTIALITY: This proposal,
including any accompanying, or subsequent, prototypes,
samples, information, specifications, data,
drawings, or other materials, related thereto,
are confidential between Cammda Corporation
and the party named in the proposal. Any release
to a third party must be with the expressed
written consent of CAMMDA Corporation. |
