general terms & conditions

SUPREMACY OF TERMS
These General Terms and Conditions form part of the quotation to which they are attached, and shall govern in the event of any inconsistency with the remainder of the quotation. In the event that you communicate any terms or conditions to us, whether contained in your purchase order or in your acceptance or otherwise, you agree that the terms set out in this quotation shall govern in all respects, and that we are not deemed to accept any terms or conditions communicated to us.

NOTICES MUST BE IN WRITING
In order to be effective, all notices in respect of this quotation must be in writing (including e-mail), and shall be effective on the date of delivery, or, if such day is not a business day, on the next following business day.

INCREASE IN MATERIAL COSTS
In the event that material costs increase by 5% or more between the date on which this quotation is provided and the later of (i) the date on which this quotation is accepted and (ii) the date on which drawing approval, if applicable, is provided, we may adjust the quotation price to reflect such increase. 

QUOTATION SPECIFICATIONS
In the event that the particulars of this quotation are modified at any time, we may, acting reasonably, adjust the quotation price to reflect such modifications. You acknowledge that we have not verified any specifications, drawings, blueprints, or other materials provided to us, and that you are responsible for their suitability as well as any errors that they may contain.

CANCELLATION
In the event that you cancel this quotation following acceptance for any reason, you will be responsible for all internal and third party costs that we have incurred up to such time, including, without limitation, and as applicable, supplies, materials, staffing, engineering fees, drafting services, processing fees, together with an administrative and overhead fee equal to 15% of the sum of the foregoing.

DELAYS
While this quotation may include an estimated delivery date, such date is dependent on your providing full and prompt cooperation throughout the process. You acknowledge that such date may be extended as a result of circumstances beyond our control, including, without limitation, public health matters, border closures or delays, acts of God, fires, factory shutdowns or limitations, strikes, lockouts, labour troubles, inability to procure materials, delays in transportation, utility failures, governmental laws or regulations, riots, insurrection, war, or other reasons of a like nature.

DISCLAIMER OF WARRANTIES
In the event that, within 30 days of your receipt of a product, you notify us of a legitimate defect in materials or workmanship, we will, at our option, either repair such product, replace such product, or provide you with a credit equal to the cost of such product. This is your exclusive remedy, and we will not reimburse you for any costs that you incur in repairing or replacing a product unless we have authorized such expense in writing in advance. Any repair that you undertake will void the foregoing warranty. Other than the foregoing warranty, we make no representations or warranties with respect to the products, and expressly disclaim any such warranties, whether with respect to merchantability, fitness for a particular purpose, or otherwise. In particular, and without limitation, we do not represent or warrant that the products will meet your requirements, operate uninterrupted or error-free, suit any particular purpose, or achieve any particular result.

LIMITATION OF LIABILITY
In no event whatsoever will we be liable for any claim for (i) punitive, exemplary, or aggravated damages; (ii) damages for loss of profits or revenue; (iii) indirect, consequential, or special damages of any kind; (iv) contribution, indemnity, or set-off in respect of any claims against you or your affiliates any third party; or (v) any damages whatsoever relating to interruption or delays, errors, or omissions, in each case whether or not we have been advised of the possibility thereof. Our maximum liability, and your exclusive remedy, is, at our option, our repairing a defective product, replacing such product, or providing you with a credit equal to the cost of such product, in each case provided that you have notified us of such defect within 30 days of delivery. You agree that the limitations contained in this quotation are reasonable, and that the terms of this quotation have been negotiated taking into account such limitations.

INFRINGEMENT
In the event that we produce a product substantially in accordance with the specifications that you provide, and such product infringes on the intellectual property of any party in any territory, you agree to indemnify and hold us harmless in respect of any claims relating to such infringement.

GOVERNING LAW
This quotation shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, and you submit to the jurisdiction of the Province of Ontario.