Terms and Conditions
Scope & Application
These Terms and Conditions govern all quotations, purchase orders, engineering contracts, mold fabrication, custom tooling, and product deliveries provided by the Seller.
Our manufactured components and tooling solutions serve a broad spectrum of industries, including Agricultural Machinery, Automotive Components, General Industrial Equipment, and Consumer Goods.
Agreement & Formation of Contract
All sales, custom engineering services, tooling development, and manufacturing deliveries provided by the Seller are expressly conditioned upon the Buyer’s acceptance of these Terms and Conditions. Any purchase order, quotation confirmation, or written authorization to proceed issued by the Buyer constitutes binding acceptance of these terms. Any conflicting or additional terms contained in Buyer’s purchase orders or other documentation are explicitly rejected and shall not form part of the contract unless agreed to in writing by an authorized representative of the Seller.
Industry‑Specific Compliance & Standards
Buyer shall supply all applicable engineering specifications, performance criteria, industry standards and certification requirements prior to production. Buyer is solely responsible for the correctness and suitability of the technical data provided to the Seller. The Seller shall manufacture strictly in accordance with Buyer’s approved drawings and specifications.
Quotations, Pricing & Currency
Prices are calculated based on prevailing raw material market costs (elastomers, polymers, steel alloys), energy surcharges, and exchange rates valid at the date of quotation.
If publicly tracked raw‑material indices rise by more than 8% before order confirmation, the Seller reserves the right to adjust quoted prices with prior written notice and supporting price documentation to the Buyer. No price revision shall take effect unless mutually agreed in writing.
Quality Assurance & Inspection Notice
Buyer shall inspect all delivered goods immediately upon receipt.
Claims for shortages, shipping damage, visible defects, dimensional out‑of‑tolerance of plastic/rubber components or metal stampings must be submitted in writing within fourteen (14) calendar days after delivery.
Failure to submit written claims within the above period shall constitute unconditional acceptance of the goods, and Buyer waives all further claims for such defects. Hidden defects which cannot be discovered by reasonable visual inspection shall be notified within a reasonable period after detection, but in no event later than twelve (12) months from delivery.
Orders, Lead Times & Delivery
Production lead times provided by the Seller are estimates only, calculated from the date of final engineering drawing approval, receipt of required deposit and written First Article Inspection (FAI) sign‑off by Buyer.
The Seller shall not be liable for indirect, special, incidental or consequential damages (including lost profits or downtime losses) arising from production or shipping delays.
Delivery is EXW at the Seller’s manufacturing facility under Incoterms2020 unless otherwise agreed in writing on the confirmed Purchase Order. Risk of loss transfers to Buyer upon collection of goods from Seller’s premises.
Limitation of Liability
Under no circumstances shall the Seller’s total aggregate liability for any claim, breach, defect or damage arising out of or related to this transaction exceed the total contract value of the relevant order. The Seller shall not be responsible for consequential, indirect or economic loss, save as required by mandatory applicable law.
Mold & Tooling Ownership
Unless otherwise agreed in writing, any custom tooling paid in full by Buyer remains the property of Buyer. The Seller shall keep such tooling in reasonable working condition during the agreed service life, but is not liable for normal wear and tear. The Seller may retain tooling safely for a maximum of 24 months after the last order, after which disposal arrangements shall be confirmed in writing by Buyer.
Force Majeure
Neither party shall be liable for failure or delay in performance resulting from causes beyond reasonable control, including but not limited to: acts of God, natural disasters, raw material shortages, power grid disruptions, labor disputes, warfare, trade embargoes, export/import restrictions, or government regulations.
The affected party shall notify the other party in writing within ten (10) calendar days of the occurrence and provide supporting evidence. A Force Majeure event shall not relieve Buyer of its obligation to pay all amounts already due under the contract. If the Force Majeure situation continues for more than sixty (60) consecutive days, either party may terminate the affected order by written notice without further liability.
Governing Law & Dispute Resolution
These Terms and Conditions shall be governed by and construed exclusively under the laws of British Columbia, Canada excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Any dispute arising out of or in connection with these Terms shall be finally settled by binding arbitration at Canadian International Trade Tribunal in Ottawa, Ontario in accordance with its then‑current arbitration rules. The arbitral award shall be final and enforceable.
Severability
If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.