Effective: January 01/10
The Following below outline the MGC Manufacturing Inc. Customer Condition of Sale.
Condition of Sale
The Condition of sale stated here ( as the “TERMS”) apply to all sales of Products and Services which include all quotations, agreements, documents and invoices from MGC Manufacturing Inc and its subsidiaries (as the “Seller”) with regards to purchases and Purchase Orders supplied from the Customer (as the “Buyer”), are the only Terms and Conditions applicable to the sale of MGC Manufacturing Inc and its Subsidiary’s goods and services provided. These Condition of Sale (as the “Seller”) Supersede all Customer (as the “Buyers”) Terms and Conditions .These terms and Documents from MGC Manufacturing Inc. make the total sum of the agreement between the two parties. (ie the contract). The Customer (Buyer) automatically accepts these terms through acceptance of the quotation which include but are not limited to, sending a Purchase Order in response to a quotation or by instructing the (Seller) to ship products or provide a service supplied by MGC Manufacturing Inc. or its subsidiary (Seller). If the Purchase Order is accepted by the (Seller) it is accepted to the Terms set forth herein. MGC Manufacturing (Seller) REJECTS any additional or DIFFERENT Terms or Conditions purposed by the Customer (Buyer) whether or not contained in any other type of buyers forms or placed on their website and such additional terms or conditions shall be VOID and will not become part of any contract in dealing with MGC Manufacturing Inc or its subsidiaries unless discussed, written and signed off by both parties.
Pricing of Seller Goods or Services
Prices are subject to change if Raw material, Component, Freight or a Service Provider raise their rates or impose a surcharge for any reason (without limitations) to MGC Manufacturing Inc. In an event of a price increase MGC Manufacturing (Seller) reserves the right to increase prices or impose a surcharge, and the Customer (Buyer) agrees to accept the said price increase or surcharge unless parties come to a different agreement acceptable to MGC manufacturing Inc. Any type of Tax, Duty or Government charge now in effect or increase of the same payable by the Seller because of Production, sale or delivery shall be added to the price of any product or Service supplied by MGC Manufacturing or its subsidiary.
Quantity and Duration of Goods and Services Provided
Unless otherwise expressly stated in the documentation of the Seller, MGC Manufacturing Inc or its subsidiary shall supply 100% of the Customers (buyers) requirements of the product and/ or Service requested in exchange for the Customers (buyers) commitment to purchase Products and/or Services for the life of the program as long as the Product or Service is related to the program. If the annual Product Volumes deviate from the agreed upon volume set out by the Customer (buyer) by more than +/ - 20% for any 12 month period product prices may be adjusted.
Unless expressly stated in the seller’s documentation, Terms of Payment are 30 days net from date of FOB pickup form either an MGC Manufacturing location or its subsidiary. If payment or delivery is delayed by the Customer (Buyer) or credit amounts are exceeded, MGC Manufacturing reserves the right to take any or all of the following actions; 1) action allowable by law 2) withhold delivery of Product and/ or Service 3) Institute new payment terms 4) require financial information and/ or satisfactory security from the Customer (buyer) for due performance of its obligation and/ or cancel part or all of the contract. The customer agrees to pay 2% per month on all outstanding balances, but not higher than the interest rate permitted by law. The Customer (buyer) shall agree to indemnify MGC manufacturing and its Subsidiary’s for all costs and extra expenses required including legal fees, court costs etc. pertaining to the collection of outstanding amounts owing by the Customer (Buyer)
Delivery and Risk of Loss
MGC Manufacturing Inc. or its Subsidiary shall not maintain an inventory of products unless expressly stated in the Sellers documents. Prices are based on FOB of the Sellers (or Subsidiary’s) dock and do not include the cost of containers or packaging unless described in the quotation. When parties have agreed to specific delivery dates, any delivery made within 10 days after the dates specified shall constitute a GOOD delivery. Risk of loss or damage pass onto the Customer (Buyer) for the moment it leaves and MGC Manufacturing (or Subsidiary’s) Facility. However title to such product shall not be passed to the customer until said goods have been paid for in full.
Where MGC Manufacturing or its Subsidiary is unable to make delivery of any portion of the product and/or Service covered by the Contract due to a Labour Dispute, Accident, Fire, War, Breakage of Machinery, Government Regulations, Act of God, Riot, Explosion, Flood, Inability to obtain Power, Raw Materials, Components or transportation Facilities, or any cause what so ever beyond the control of MGC manufacturing (or its Subsidiary) will be considered a “Force Majeure Event”. The Seller shall not be liable to make delivery if 1) within a “reasonable” time MGC Manufacturing notifies the Customer (Buyer) of cause of the force majeure and expect delays. 2) Seller takes all reasonable steps to eliminate such cause of the delay.
MGC Manufacturing Inc and its Subsidiary warrants that its Products and/ or Services delivered hereunder shall comply with the specifications agreed to between the parties from time to time. Notice of Defective Products MUST be made within 30 days of delivery. Absence of such notice shall constitute a waiver by the Customer (Buyer) on ALL claims or defects. Transportation charges for the return of products shall not be paid unless authorized in advance by MGC Manufacturing Inc.
Except as set forth above, MGC Manufacturing Inc. (and its Subsidiary) makes no other warrantees or representations of any kind, express or implied (including no warranties of Merchantability or Fitness for a particular purpose) with respect to its products and/ or services.
MGC Manufacturing Inc(Seller) liability and the Customer’s (Buyer) exclusive remedy for defective products, or for any failure of Seller to comply with its obligations under this contract including any breach of the limited warranty set forth in this section (warranty) shall be limited solely to replacement , repair, refund or allowance as seller may decide. MGC Manufacturing Inc. shall have the right to either replace or repair any defective products or to refund the purchase price upon the return of the products or to grant a reasonable allowance on account for such defective product.
MGC Manufacturing shall be given reasonable opportunity to investigate all claims and NO product or Service shall be refunded to the Customer (buyer) until such original product, repot data, photos etc. that demonstrate that the product does not comply with the specifications as lined out and have been examined and accepted by the Seller.
Limitations of Liability
In no event shall MGC Manufacturing, its officers, Directors, agents or employees (Sellers Parties) be Liable, and the Customer (buyer) waives ALL Claims against the selling parties, for any indirect, incidental, special, punitive or consequential damages including but not limited to loss of revenue or profits, goodwill, lost data, and/ or costs of procurement or substitute goods, for any breach of warranty or for any matter arising out of or otherwise relating to this contract, whether such liability is asserted on the basis of contract, tort or otherwise, even if the Sellers parties have been advised of the possibility of such damages, and whether or not based upon seller parties negligence or breach of warranty or strict liability in tort or any other cause of action.
In NO event will MGC Manufacturing Inc (or its subsidiaries) parties liabilities include Attorney’s fees, under this contract or in connection with the sale of products and / or services by the Seller parties exceed the purchase price of the specific products or services giving rise to the claim.
MGC Manufacturing (and its subsidiary) assumes no Liability whatsoever with the Customers (buyer) compliance or fulfilment of its obligations with respect to any statute, regulation or by-law, or the Customer’s (Buyers) failure to comply with or fulfill its obligations.
Service Parts after EOP
Unless expressly stated in MGC manufacturing Inc’s documentation, Service Orders maybe ordered up to a maximum of 5 years after EOP at the original purchase price plus set-up and administration charges deemed acceptable by the Seller. Part Prices after EOP will be subject to a charge decided upon by the Seller, which will not include packaging, Freight set up and Administration charges. Any additional purchases for Raw Materials that were specific to the Product requested by the Customer (buyer) for the Service order will be charged over and above costs whether that is within the 5 year term or after.
MGC Manufacturing Inc. and its Subsidiary agrees to retain tooling for the above mentioned 5 years. After the 5 year period it will provide written notice to the Customer (buyer) that it may dispose of or charge an extra storage fee if the Seller deems necessary.
Termination of agreement
MGC Manufacturing Inc. has the right to terminate this contract or any purchase order it deems necessary with immediate effect upon written notice if the Customer 1) fails to pay any amount outstanding within 10 business days from written notice 2) has not performed or complied with any aspect of this contract.
Taxes and Duties
All Applicable Sales taxes and Duties (Import or otherwise) will be charged over and above Quoted purchase price.
The Customer shall no rights to inspect any of MGC Manufacturing’s(seller) Facilities (or their Subsidiary) , inspect the Sellers Books, Records or Documents or obtain any information from the Seller deemed Proprietary, or Confidential by the Seller in its sole discretion, without written consent by the Seller obtained in EACH instance.
This Contract shall constitute the entire agreement of the parties and supersedes all existing agreements and all other written and oral agreements made between MGC Manufacturing Inc. (its Subsidiaries) and the Customer (Buyer). This Contract may be added to, modified or otherwise altered at any time.