1. Terms of Payment: As specified in purchase order and mutually agreed.
2. Title: Purchaser shall be liable for payment of purchase price of goods covered by this agreement as soon as they have been delivered to carrier. However, title to such goods shall remain in Seller until price specified has been paid. It is the Purchaser’s responsibility to provide insurance once the goods are turned over to the carrier.
3. Delivery shall be as specified in purchase order and mutually agreed, unless otherwise specified. Purchaser shall pay all freight, packing and handling charges, based upon 2% of invoice.
4. Inspection at Factory: Orders are accepted based on inspection and acceptance at Seller’s plant, then Seller will furnish a report to Purchaser that material was inspected and tested and was found to have met specifications.
5. Shipment: Unless otherwise specified, merchandise ordered will be shipped from Seller’s plant within a time period specified in purchase order and mutually agreed.
6. Quotations and Prices: Unless otherwise specified, this quotation is firm for thirty (60) days.
7. Cancellation: An order once placed with and accepted by Seller can be cancelled only upon Seller’s written agreement. In case of cancellation any payments made by Purchaser remain the property of Seller. A minimum of 20% of the purchase price will be charged as cancellation fee.
8. Warranty: Unless otherwise specified in writing and signed by an officer of the Seller, Instruments supplied by Questron carry a one-year warranty from the date of acceptance, not exceeding 18 months from the date of delivery if installation and acceptance are delayed by Buyer’s request. This warranty applies on all parts, labor and travel costs except as described below, unless otherwise specified in writing. Notwithstanding the above, a warranty period of only ninety (90) days shall apply to data processing equipment included as part of a system, such as computer, disk drives, printers, and the like. Questron makes no warranty with respect to components which, by their nature, are normally required to be replaced periodically consistent with normal use or maintenance, or as listed elsewhere in this quotation. This warranty shall not apply to any Questronmanufactured components that have been repaired or altered by anyone not authorized by Questron in writing. The warranty shall not apply to any components subjected to misuse due to common negligence, adverse environmental conditions (refer to pre-installation guide), or accident, nor to any components which are not operated in accordance with the printed instructions in the operation manual or good engineering practice. Time, materials, and expenses shall be billed to the purchaser at the rates then in effect for non-contract customers on any repairs or replacements not covered by this warranty. All defective items replaced pursuant to the above warranty become the property of Questron. Cost of shipping both defective items and replacements, therefore, shall be responsibility of Purchaser. THIS WARRANTY IS GIVEN EXPRESSLY IN LIEU OF ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE, OR OTHERWISE WARRANTIES EXPRESS OR IMPLIED. CORRECTION OF NONCONFORMITIES, IN THE MANNER AND FOR THE PERIOD OF TIME PROVIDED ABOVE, SHALL CONSTITUTE FULFILLMENT OF ALL LIABILITIES OF QUESTRON WHETHER BASED ON CONTRACT, NEGLIGENCE OR OTHERWISE WITH RESPECT TO, OR ARISING OUT OF SUCH SYSTEM. THE REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AND ISA SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES.
9. Delivery: Seller will use every reasonable effort to effect shipment on or before the Date indicated. Seller shall not be liable for delay in performance or inability to perform occasioned by any unforeseen conditions, including but not limited to, strike, embargo, government regulation or inability to obtain materials. If performance by Seller is delayed by reason thereof, he shall notify Buyer, and time and performance shall be extended for the period of such contingency. Delays in delivery shall not be grounds for cancellation of order.
10. Remedies of Purchaser: The Purchaser may cancel an order if the Seller has materially breached this contract. The foregoing shall be the exclusive remedy of Purchaser for any breach of Seller, other than Seller cancellation.
11. Remedies of Seller: If the Purchaser fails to pay the price as it becomes due or wrongfully rejects acceptance of the merchandise hereunder or any part thereof, then the Seller shall have the right to recover, in addition to the purchase price of the said merchandise, all costs incurred by said Seller in recovering monies due. In addition to the foregoing and all other remedies that the Seller may have hereunder or by law, the Seller without notice (1) may bill and declare due and payable all undelivered products under this or any other contract with the Seller and/or (2) may defer shipment hereunder and under any other contract until such default, breach or repudiation is removed and/or (3) may cancel any undelivered portion of this and/or any other contract in whole or in part (the Buyer remaining liable for damages).
12. Ability of Seller to Perform: Seller has the option to reject or cancel an order with no penalty if for any reason it becomes impractical or impossible to manufacture the ordered product.
13. Acceptance Limited: The sole method of acceptance shall be the affixing of an authorized signature to this contract. Any attempt to vary the terms of this writing shall be a nullity unless agreed to in writing by the seller.
14. Copying of Replicating Products: The products sold are for customer’s individual use and may not be copied or replicated. Purchaser shall be liable for all damages, including loss of anticipatory profits incurred by Seller as a result of such conduct.
15. Entire Agreement: This contract contains the final and entire agreement between Seller and Purchaser and no understanding representations, agreement, modifications, alterations or additions shall be effective unless in writing signed by Seller and Purchaser.
16. Province of Ontario Law shall control this contract.