TERMS AND CONDITIONS OF SALES
1. ACCEPTANCE
These Terms and Conditions of Equipment sales and rentals form part of each quotation submitted by CEM Specialties Inc. (CEMSI) for the sale or rental of
equipment described herein (Equipment) to Buyer. No terms or conditions delivered with or contained in quotations, acknowledgements, acceptances,
specifications or similar documents will form part of the Contract, and Buyer waives any right which it might have to rely on such terms or conditions. Any contract made by and between the parties is expressly contingent on Buyer’s assent to these Terms and Conditions and to CEMSI’s review and approval of Buyer’s credit. Any amendments to the Contract must be agreed in writing. Upon notification by CEMSI from its office in London, Ontario, Canada that it has accepted offer by Buyer, this proposal shall become a contract between Buyer and CEMSI.
2. WARRANTY
CEMSI warrants that the Equipment described herein will be free from defects in material and workmanship for a period equal to the OEM warranty and terms
of warranty from date of order (`warranty period’). If, within the warranty period CEMSI receives written notice promptly after discovery of any defect in the
material or workmanship in the Equipment, CEMSI shall correct each such defect based on approval from the equipment’s original manufacturers authorization and approval, at CEMSI’s option, either by (1) repairing the defective component at the CEMSI office, NOTE, all removal, disassembly, and shipping costs BOTH to CEMSI and from CEMSI related to the repair are at the customers expense, or (2) by CEMSI repairing or replacing the warranty component at the customers site, NOTE, all travel, shipping and travel time associated with the warranty repair / replacement will be charged to the customer at CEMSI standard billing rates. CEMSI does not warranty or guarantee shipments or any shipping damage that occurs to any products. The liability of CEMSI to Buyer (except as to title) arising out of, or the supplying of, the said Equipment whether under warranty, contract, strict liability, negligence or otherwise, shall not in any case exceed the cost of correcting defects in Equipment and upon the expiration of said Warranty, all such liability shall terminate. Except as otherwise expressly set forth herein, there are no other warranties, express or implied, including the warranties of merchantability or fitness for a particular purpose. Liability of CEMSI under this warranty is contingent upon the Equipment being handled, installed, operated and maintained in accordance with written instructions provided or approved in writing by CEMSI. CEMSI makes no warranties which extend to damage to the Equipment resulting from improper installation, operation, or maintenance. CEMSI’s sole responsibility for defects in material and workmanship in Equipment, and Buyer’s exclusive remedy hereunder, shall be limited as above provided.
3. TAXES & TERMS OF PAYMENT
In addition to the price specified herein, Buyer shall pay any present or future tax imposed by any governmental body on the sale, delivery, use or other handling of Equipment sold hereunder. Full payment shall be due Net 30 Days from date of invoice. Administrative charges may be applied to overdue accounts.
4. FORCE MAJEURE
CEMSI shall not be responsible for losses or damages to Buyer occasioned by delays in the performance of any of CEMSI’s obligations when caused directly
or indirectly by circumstances beyond CEMSI’s or its supplier’s reasonable control. In the event the aggregate of such delays exceeds 90 days, either party
may cancel this contract subject to Article 8. herein.
5. LIMITATION ON LIABILITY
Whether attributable to contract, warranty, negligence, strict liability or otherwise, CEMSI’s responsibility for any claims, damages, losses or liabilities arising out of or related to its performance or the Equipment covered hereunder, including but not limited to any correction of Equipment defects under the Warranty, shall not exceed the CEMSI contract costs prior to any mark ups or additions. In no event shall CEMSI be liable for any special, indirect, incidental, consequential, or punitive damages of any character, including but not limited to, loss of use of productive facilities or equipment, lost profits, governmental fines or penalties, property damages, personal injuries or lost production, whether suffered by Buyer or any third party, irrespective of whether claims or actions for such damages are based upon contract, warranty, negligence, strict liability or otherwise.
6. CANCELLATION
This contract may be canceled only upon such terms which will reimburse CEMSI for all direct cost incurred prior to such cancellation including a reasonable
percentage thereon for overhead and profit. Service cancellation’s may be subject to cancellation fees associated with non-refundable travel expenses. Any
service cancellation made within one calendar week of scheduled work will be charged a cancellation fee of 50% of the total value. A restocking fee may be applied to any cancelled parts order. All cancellations of custom ordered parts will be subject to a 100% restocking fee after receipt of customer purchase order.
7. BUYER-SUPPLIED DATA
Buyer acknowledges that CEMSI has relied upon all specifications and data supplied by Buyer (Conditions) in developing this Proposal and any resulting
contract. In the event Conditions differ from those represented, Buyer assumes full responsibility for the impact of such changed Conditions.
8. CONFIDENTIALITY
Quotations are only intended for the use of the target company and may contain information that is privileged, proprietary and/or confidential.
The information contained in quotations may not be disclosed without the express written consent of CEM Specialties Inc.
9. RENTAL EQUIPMENT
Rental charges will commence on the shipping date from CEMSI and will stop on the date of receipt of equipment at the CEMSI office. The customer is responsible for all shipping, duties, and brokerages charges as they may apply to the equipment. Penalties for cancellation or early termination of rental will
equal 50% of the remaining rental costs. The customer is responsible for all costs associated with loss or damage (internal or external) of the rented equipment. If the equipment is not returned in good repair, appearance and condition, CEMSI may make such repairs at the sole cost of the customer. The
customer will use and maintain the equipment in a good and careful manner and will comply with all the manufacturer’s requirements and recommendations.
The customer will not alter, modify, or attach anything to the equipment without expressed written approval from CEMSI. This contract shall be governed and construed in accordance with the laws of the Province of Ontario, Canada.