This proposal providing it is accepted within thirty (30) days or such time as may otherwise be expressly agreed shall constitute the entire agreement between the parties and there are no other agreements or understandings, either written or verbal that conflict with, alter or enlarge this agreement unless agreed upon in writing between the parties subsequent to the date of acceptance of the purpose. Acceptance is subject to approval of the purchaser's credit by the vendor.
2. PRICES, TAXES AND PAYMENTS:
The prices quoted are based on government taxes extra. The purchaser agrees that the terms of payment shall be net thirty (30) days from the date of invoice and should any of the payments not be made to Torcad when due then the overdue account will be charged 1.5% per month interest and paid by the purchaser until the price including interest has been fully paid but this shall not be construed as obligating Torcad to grant an extension of time in terms of payment.
Unless otherwise expressly agreed in writing, delivery of the product will be made f.o.b. Torcad's plant or warehouse. Delivery dates herein specified are subject to availability of manufacturing ability.
4. FORCE MAJEURE:
Torcad shall not be responsible or liable for any loss, damage detention or delay caused by war, invasion, riot, insurrection, the order of any civil or military authority, or by fire, flood, weather or other acts of the elements, breakdowns, lock-outs, strikes, or labour disputes, the failure of Torcad's suppliers to meet their contractual obligations, or, without limitation of the foregoing any other cause beyond the reasonable control of Torcad and the receiving of the product by the purchaser shall constitute a waiver of all claims for loss or damage due to delay.
5. TORCAD'S STANDARD PRACTICES:
Because of the variety of containers, the condition of these containers on receipt, and the number of transfer and handling operations inherent in metal finishing, Torcad accepts no responsibility for damage to containers and order shortages of 2% or less. Similarly as the intrinsic value of the items processed greatly exceed the added value of metal finishing, Torcad limits its responsibility for loss or scrappage to twice the processing price quoted.
Torcad warrants that all products sold herein are of merchantable quality, but unless otherwise herein specified, makes no warranty or representation of the products sold are fit for any particular purpose. Save as specifically provide herein, all expressed or implied warranties, whether they be statutory or otherwise, and all representations or conditions as to products are expressly excluded.
7. LIMITATION OF LIABILITY:
If any product furnished to the buyer shall fail to conform to the contract between the buyer and
Torcad, the buyer shall give prompt written notification thereof to
Torcad. Such non-conforming products shall be held for the inspection of Torcad and the liability of Torcad in respect thereof shall be limited to the reprocessing of such product, or at the discretion of
Torcad, to a return of sale price. Torcad shall in no event be liable for the cost of any value added to any non-conforming product or for any special, indirect, direct or consequential damages or damages for loss of use arising directly or indirectly from any breach of this contract, fundamental or otherwise or from any tortious acts or omissions of the respective employees or agents of
8. DE-EMBRITTLEMENT OF PRODUCT:
De-embrittlement of product will not be done by Torcad unless specifically contracted for in writing by the purchaser. It is the responsibility of the customer to ensure that the product is fully
de-embrittled by Torcad's process.
9. MARKETING AREA:
Torcad's market area is restricted to Canada.
10. MISCELLANEOUS: Torcad may require an agreement with the customer on the interpretation of the specification quoted because of the limitations of job shop barrel plating. Sampling plan for final Inspection and Test would be 6
pcs/lot per Torcad's procedure Q.P-10. Product may be shipped to customer while testing is still ongoing. Test results would then follow. The specified salt spray requirement is based on the "as plated" condition before work handling at the customer.