MetriCan Stamping Co. Inc. Standard Terms and Conditions

 

IMPORTANT CONDITIONS WHICH CONSTITUTE A PART OF ALL ORDERS PLEASE READ CAREFULLY

1. ACCEPTANCE

Acceptance of this order by the Supplier shall be subject to the terms and conditions as set out on the front and the back of this Purchase Order and delivery of any merchandise or goods (the “Goods”) by the supplier to the Buyer shall be conclusive evidence of acceptance by the Seller of all the terms and conditions of this Purchase Order notwithstanding anything to the contrary contained in the Seller’s invoice or delivery documents.  This purchase order is the entire agreement between the parties with respect to the Goods.  The Seller acknowledges that it is the practice of the Buyer to make telephone orders followed by a written Purchase Order and the Seller shall be deemed to have accepted the Purchase order unless the Seller notifies the Buyer otherwise within 10 days of receipt.

2. WARRANTIES AND INDEMITY

Seller expressly warrants that all Goods, material and workmanship will conform with applicable drawings, specifications, samples or other descriptions given by the Buyer and will be free from defects.  Any of the Goods found at any time to be damaged for any reason whatsoever or to be defective in material or workmanship may be returned at the Sellers expense and the Buyer shall be entitled to return such Goods to the Seller at any time for credit or replacement at the price charged.  The Buyer reserves the right to inspect the Sellers equipment and facilities at any time during business hours and any work being performed at any given stage.  The Seller shall indemnify, save harmless and defend, at its expense, the Buyer, against all damage and expense from any and all claims of infringements of patents, copyrights, trademarks, industrial designs, or of unfair competition, or of bodily injury, property or other damage arising out of any use, possession, consumption, or sale of the Goods other than use arising out of the negligence of the Buyer.  The Seller further agrees to indemnify and hold harmless the Buyer from and against any and all actions, cause of actions, claims, demands, costs (including without limitation, all warranty costs, costs of labour and material charged to the Buyer and legal costs), damages, penalties and other liabilities in any way arising out of or in connection with the purchase by the Buyer of the Goods pursuant to this Purchase Order or the use by the Buyer of the Goods, including without limitation, any of the foregoing liabilities which may arise to any inherent defect or imperfection in any Goods purchase pursuant to this Purchase Order.

3. DELIVERY & SHIPPING INSTRUCTIONS

This order is given for arrival on the date and at the place specified, instructions shown on the face of this Purchase Order (the “instructions”) must be followed.  Orders not received by the ARRIVAL DATE may be cancelled without payment or other penalty.  Shipments after the ARRIVAL DATE are made at the risk of the Seller.  Should the Seller fail to follow the instructions, the Seller will be charged with any and all additional charges for transportation and the Seller shall also be liable for all costs and liabilities incurred by the Buyer as a result of late or lost deliveries, including without limitation, all costs incurred by the Buyer in purchasing elsewhere.  Acceptance by the Buyer of a late delivery of either the whole or any part of an order shall not constitute a waiver or prejudice the Buyers claim for any damage in which the late delivery may have caused.  Unless otherwise specified on the face side of this Purchase Order, the Goods shall be delivered in a single lot.  A packing slip properly filled out must accompany each shipment.  The Buyer reserves the right to refuse to accept shipments upon which the packing slip does not indicate the purchase order number and part number.

4. ADDITIONAL SHIPPING INSTRUCTIONS – FOREIGN SELLERS

Sellers are to supply four- (4) airmail “Canada Customs Invoices (“CCI”)” properly certified; on the day shipment is made.  U.S. vendors shipping via road transport must supply two CCI’s to the transporting company and mail two (2) CCI’s to the Buyer.

Four (4) copies of commercial invoices shall be required.  Two (2) copies of certificate of origin shall be required.

All individual cartons shall contain a description of the contents of such cartons on Canadian Customs Invoices. Expenses incurred through delay of invoices or incorrect invoices (i.e. storage charges) will be deducted from the Seller’s account.  If the prices are misrepresented and the government subsequently charges the Buyer with additional duty, penalties and surcharges, such amounts will be deducted in full from the Seller’s account or, at the Buyers option, the Seller shall rebate to the Buyer any such amounts imposed upon the Buyer by the Canadian Customs for failure to comply with, or infraction of Canadian Customs Regulations on the part of the Seller.

5. PRICE

The total price of the Goods shall be as indicated on the face side of this Purchase Order.  If the face side of the Purchase Order omits the price of the Goods, the Seller’s price shall be the lowest prevailing market price at the time the Goods were ordered.  Unless otherwise arranged, all payments shall be made in Canadian or U.S. funds as indicated on the face of the Purchase Order, and no interest shall be paid on bills overdue.  If the Buyer has agreed to pay freight charges the Buyer shall be entitled to stipulate the carrier.  The Buyer shall receive any applicable credit for all returnable containers returned to the Seller or carrier.  Over shipments are made at the Seller’s risk.  The Buyer reserves all rights.

6.  QUALITY ASSURANCE PROVISIONS

All suppliers of direct materials and services (eg. Steel, fasteners, coatings, heat-treating) shall be registered to ISO 9001:2000 or TS 16949:2002.  Further more, the supplier shall comply fully with AIAG PPAP level III under all conditions.  Metrican Stamping reserves the right to audit the suppliers quality management system at any time.

7. TERMS OF PAYMENT

Net amounts are payable on the tenth day of the second month following the date of the invoice or receipt by the Buyer of the Goods, whichever is later.  Discounted amounts shall be payable, at the Buyers option, on the tenth day of the month following the date of invoice or following the date upon which the Goods are received, whichever is later.  Shipments received prior to the specified ARRIVAL DATE will be accepted at the Buyers discretion, but periods for payment will commence from the ARRIVAL DATE.  The Seller, for each shipment, shall send two (2) copies of its invoice setting out the routing, pro bill number and initials and attaching the original bill of lading.  All such invoices shall be rendered not later than three days after the Seller makes shipment.

8. TITLE

Title in the Goods shall pass to the Buyer only after delivery in accordance with the instructions and the Buyer has inspected and accepted the Goods.  Prior to title in the Goods passing to the Buyer, all Goods shall remain at the risk of the Seller.

9. STANDARDS

Goods covered by this Purchase Order must be delivered strictly in accordance with the quantities and specifications shown.  All Goods shall be subject ton inspection by the Buyer, notwithstanding prior payment for the purpose of obtaining cash discounts or otherwise.  Goods may be rejected and held at the Seller’s risk and expense, or, if inspection shows that such Goods are not strictly in accordance with the specifications accompanying this Purchase Order, they may be returned at the Sellers expense.  If parts are not included in blueprint, they must be approved in writing the Buyer, with submission of samples.  If impractical to make an inspection at the time Goods are received, this clause will apply whenever Goods are unpacked.  If inspection discloses defective Goods, the Buyer shall be entitled to cancel any unshipped portion of such order.  The Buyer reserves the right to retain any portion or all of any shipment not strictly in accordance with the specifications on the Purchase Order and will pay a reasonable price for such Goods.  Such retention shall not preclude the Buyer from rejecting the remainder of the shipment.  Goods rejected because of inferior quality or workmanship will be returned to the Seller, at the Buyer’s discretion, and the Seller shall bear the charges for transportation both ways and rejected Goods are not to be replaced except upon receipt of instructions of the Buyer and charges for any necessary “reworking” will be deducted from the Seller’s account.  All electrical components must be C.S.A and/or U.L. approved, as specified.

10. DESIGN RIGHTS

Seller agrees that it will keep confidential the features of any design or drawing from which Goods are produced for the Buyer (unless such drawings are entirely of standard items made or furnished by the Seller to the trade).  The design shall be considered as the Buyers and the Seller is not to furnish anyone else with the design, the same goods or parts thereof, without the Buyer’s written permission.  All drawings, specifications, samples, moulds or dies loaned to the Seller for tendering or production purposes shall be considered by the Seller as strictly confidential to be used only for products for the Buyer and its related companies and shall be preserved in perfect order to be returned promptly to the Buyer upon completion of the work or termination of the order.

11. PATENT GUARANTEE

Other than Goods designed by the Buyer, the Seller shall indemnify and save harmless the Buyer and its related companies, its or their successors, assigns, customers and agents, against any and all costs, damages, claims and demands whatsoever for actual or alleged infringement of any Canadian patent arising out of this sale or the use by the Buyer of any materials specified herein.  The Seller Hereby warrants that the acceptance and filing of this Purchase Order for the Goods described herein shall constitute an unequivocal and unconditional warranty that such Goods do not infringe or otherwise encroach on any trademark, patent or other rights of other.

12. FORCE MAJEURE

Neither party shall be liable for any default hereunder due to acts of God or of the public enemy, acts of the Canadian Government or any agency thereof, fire, flood, epidemic or quarantine restrictions, strikes and freight embargoes, or to other causes beyond its control and without its fault or negligence provided notice of such Force Majeure is forthwith given by the party relying on same to the other party.  In all other cases, should delivery not be affected as requested, the Buyer reserves the right, at its option, to purchase elsewhere and charge the Seller with any loss incurred in connection therewith.

13. MODIFICATION OF AGREEMENT

No modification or waiver of the terms hereof or discharge of this contract shall be binding upon the Buyer unless made in writing and signed by the Buyer’s authorized representative.  The Buyer shall have the right to make changes in this Purchase Order by a notice in writing to the Seller prior to delivery of any Goods.  The Seller shall make no substitutions or changes without prior written authority from the Buyer.

14. DISPUTES

Either party shall have the right to cancel this Purchase Order if the other party becomes bankrupt or insolvent, makes any assignment for the benefit of creditors or commits any other act of bankruptcy.  In addition to all other rights which the Buyer may have to cancel this Purchase Order, the Buyer shall have the further right without assigning any reason therefore to terminate any work hereunder, in whole or in part, at any time, by written or telegraphic notice.  The information on this Purchase Order shall overrule all accounting disputes, unless reasonable prior notification of changes has been received in writing.  All other disputes shall be settled by arbitration pursuant to the Arbitrations Act (Ontario).  All matters arising out of this Purchase order shall be governed by the laws of the Province of Ontario, Canada.  Settlement in Ontario Court of Buyers selection. 

15. ASSIGNMENT

This Purchase Order is not assignable by the Supplier without the written consent of the Buyer.  The Buyer shall be entitled to assign this Purchase Order.

16. IMPORTANT

If these conditions are not acceptable, the Seller shall advise the Buyer upon receipt of this Purchase Order and prior to making any shipment to the Buyer.  IT IS THE SELLER’S RESPONSIBILITY TO ADVISE THE BUYER IN WRITING WITHIN TEN (10) DAYS OF RECEIPT OF THIS PURCHASE ORDER SHOULD THE SELLER BE UNABLE TO HONOUR IT COMMITMENTS HEREUNDER.

17. GOVERNMENT, SAFETY AND ENVIRONMENTAL REGULATIONS

All purchase materials used in part manufacture shall satisfy current governmental and safety constraints on restricted, toxic and hazardous materials; as well as environmental, electrical and electromagnetic  considerations applicable to the country of manufacture and sale.