Terms and Conditions
1. These Terms and Conditions and accompanying quotation apply to every sale of Product(s) and Services by IC CONTROLS (“Seller”) to the buyer named on the face of the accompanying quotation (“Buyer”). The items quoted are offered for sale subject to the terms and conditions stated herein. The terms and conditions shall take precedence over any Buyer terms and conditions which appear on any order issued pursuant to the accompanying quotation.
2. TERMS OF PAYMENT. Terms of payment are prepaid. Customers requesting different payment terms are subject to credit approval. Seller reserves the right to change the terms of payment at any time. Outside of Canada and USA, payment method is wire transfer only for the value of products quoted; freight and brokerage is to be coordinated and paid by Buyer.
3. PRICING
a) Pricing is Incoterms 2020 EXW (Ex Works) our facility in Orangeville, Ontario, Canada unless otherwise specified by Seller. Freight cost, risk and insurance is the responsibility of the buyer.
b) Seller may adjust prices to reflect any fluctuation in dollar exchange rates and/or import duties in excess of 10%.
c) Seller reserves the right to adjust prices to reflect drawing, certification and special documentation charges.
d) Prices are based on the quantities indicated. Any change in quantity or delivery schedule may be cause for a change in price.
4. DUTY AND TAXES: Within Canada, taxes are extra. For orders outside of Canada, duty, taxes, brokerage and freight are collect and at the buyer’s expense.
5. EXCUSE OF PERFORMANCE: Seller shall not be liable for any delay in the shipment of any order accepted by it when such delay is directly or indirectly caused by, or in any manner arising or resulting from, fire, flood, accident, riot, war, governmental interference, rationing, allocations or embargoes, strikes, shortages of labor, delay in delivery of material by sub-suppliers, or other difficulties (whether or not similar in nature to any of those specified) beyond its control.
6. LIMITATI
7. CHANGE AND CANCELLATION: Change Orders and/or Cancellations issued by the Buyer after order placement with Seller will be subject to fees determined at the time of the change and/or cancellation request. Changes include but are not limited to changes to Product Form, Fit and Function, Documentation/ Drawings, Labeling/ Identification, Model Number(s), Quantity, Materials of Construction, and Date of Shipment. Cancellations are defined as any reduction in quantity in any line item on an order. Seller reserves the right to apply cancellation fees in the event of a credit hold resulting in a delay in shipment of 60 days or greater.
8. DELIVERY AND TRANSFER OF TITLE: All delivery dates of the Product(s) and/or Services to be provided by the Seller are approximate. Title shall pass to the Buyer upon shipment of the Product(s) to the Buyer. Seller shall retain absolute right to recover Product(s) that have not been paid for without such recovery being deemed a trespass.
9. LIMITED WARRANTY:
a) IC CONTROLS PRODUCTS: Industrial instruments are warranted to be free from defects in material and workmanship for a period of twelve (12) months from the date of installation or eighteen (18) months from the date of shipment from IC CONTROLS, whichever is earlier, when used under normal operating conditions and in accordance with the operating limitations and maintenance procedures in the instruction manual, and when not having been subjected to accident, alteration, misuse, or abuse. This warranty is also conditioned upon calibration and consumable items (electrodes and all solutions) being stored at temperatures between 5 °C and 45 °C (40 °F and 110 °F) in a non-corrosive atmosphere. IC CONTROLS consumables or approved reagents must be used or performance warranty is void. Accessories not manufactured by IC CONTROLS are subject to the manufacturer’s warranty terms and conditions. Limitations and exclusions: i) Industrial electrodes, and replacement parts, are warranted to be free from defects in material and workmanship for a period of three (3) months from the date of installation or eighteen (18) months from the date of shipment, whichever is earlier, when used under normal operating conditions and in accordance with the operating limitations and maintenance procedures given in the instruction manual and when not having been subjected to accident, alteration, misuse, abuse, freezing, scale coating, or poisoning ions. Chemical solutions, standards or buffers carry an “out-of-box” warranty. Should they be unusable when first “out-of-box”, contact IC CONTROLS immediately for replacement. In the event of failure within the warranty period, IC CONTROLS, or its authorized dealer will, at IC CONTROLS option, repair or replace the product non-conforming to the above warranty, or will refund the purchase price of the unit. To be considered for warranty, the product(s) shall have an RA (Return Authorization) number issued by IC CONTROLS service department for identification and shall be shipped prepaid to IC CONTROLS at the above address.
b) THERMO SCIENTIFIC PRODUCTS: Any Thermo Scientific Product provided by Seller to Buyer shall be subject to the manufacturer’s standard warranty. Terms and Conditions of warranty are available on Seller’s website. Seller will assist the Buyer in making a warranty claim against the manufacturer’s standard warranty. Freight and Brokerage are not included for warranty returns.
c) RESALE PRODUCTS: Any product(s) manufactured by any third party provided by the Seller to the Buyer shall be subject to the manufacturer’s standard warranty. Buyer agrees that the Seller shall have no liability for correcting any defect in the materials and workmanship in any re-sale Product(s) and that the Seller’s only obligation is to make a reasonable commercial effort to assist the Buyer in making a warranty claim against the manufacturer’s standard warranty.
d) FIELD SERVICES: Field Service is defined as a service provided at a customer location including systems integration, device configuration, training and the repair of Product(s). Any Field Service(s) supplied by the Seller, are subject to approval by Buyer or Buyer’s customer onsite immediately following the delivery of the Service(s). Approval shall be in the form of a signature on the Buyer’s field service worksheet. Rendering of Service(s) shall be considered complete and satisfactory upon signing of field service worksheet. Seller reserves right to charge for any additional costs in providing Service(s) such as registration with local authorities or Buyer-imposed training requirements.
e) ON-SITE WARRANTY SUPPORT: If the Buyer requires the Seller to provide any Services relating to any defect in the Product(s) and/or Services provided or any warranty claim made by the Buyer in respect of the Product(s) and/or Services, including diagnosis, dismantling and reinstallation of Product(s), at the Buyer’s site, all costs of travel to and from the Buyer’s site and of these Services shall be paid by the Buyer based on a quotation furnished to the Buyer at the time the Services are actually rendered
10. EXPORT RESTRICTIONS:
a) IC CONTROLS Products and non-USA Country of Origin Resale Products: Buyer acknowledges it understands and agrees to uphold the Canadian government sanctions for exports and re-exports, whether direct or indirect. Buyer shall cooperate fully with Seller in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold Seller harmless from, or in connection with, any violation of this Section by Buyer or its employees, consultants, agents, or customers.
b) Thermo Scientific Products and Resale Products with USA Country of Origin: Buyer acknowledges that each Product and any related software and technology, including technical information supplied by Seller or contained in documents (collectively “Items”), is subject to export controls of the U.S. government. The export controls may include, but are not limited to, those of the Export Administration Regulations of the U.S. Department of Commerce (the “EAR”), which may restrict or require licenses for the export of Items from the United States and their re-export from other countries. Buyer shall comply with the EAR and all other applicable laws, regulations, laws, treaties, and agreements relating to the export, re-export, and import of any Item. Buyer shall not, without first obtaining the required license to do so from the appropriate U.S. government agency; (i) export or re-export any Item, or (ii) export, re-export, distribute or supply any Item to any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government. Buyer shall cooperate fully with Seller in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold Seller harmless from, or in connection with, any violation of this Section by Buyer or its employees, consultants, agents, or customers.
11. GENERAL PROVISIONS: a) Orders are subject to acceptance by IC CONTROLS at its main office in Orangeville Ontario. b) Clerical errors are subject to correction. c) Merchandise quoted as in stock is subject to prior sale on a first-come, first-served basis. d) The rights and obligations of the parties under this Agreement shall be governed and enforced under the laws of the Province of Ontario, Canada.
f-720-01 2020-02
