Terms and Conditions (TC0601)

1. An order will constitute a contract between Testforce Systems Inc., hereinafter referred to as The Company, and the Purchaser when accepted in writing by The Company at its home office in St-Laurent, Canada. A contract resulting from the acceptance of an order may be cancelled or altered by the Purchaser only if agreed to in writing by The Company at its home office, subject to payment of reasonable charges necessary to protect The Company from loss. Until accepted, as provided herein, an order shall constitute an offer to purchase. Neither the acceptance of any deposit made with an order, nor the acceptance of an order, buy if the order is not accepted, The Company will promptly refund such deposit.
2. All Integration orders shall be subject to the following payment terms. 30% of contract upon placement of order, 30% upon a mutually agreed upon milestone, 30% upon order shipment, 10% net 30 days. All Integration orders are designated as a –I docket.
3. All Integration orders placed on hold at the request of The Purchaser shall be subject to an invoice equal to 75% of the contract value.
4. The Company shall not be liable for any special, indirect, or consequential damage of any kind.
5. The Company shall not be liable for any failure to make delivery or other default by reason of any occurrence or contingency beyond the reasonable control of The Company or any of its sources of supply. In the event of any such occurrence or contingency, The Company may extend delivery schedules or may at its option cancel the order, in whole or in part, without liability other than to return any deposit or prepayment should the whole order be cancelled.
6. The Company’s prices do not include sales, use, excise, import, export or similar taxes or transportation charges. Consequently, in addition to the price specified herein, the amount of any present or future sales, use, excise, or other similar tax applicable to the sale or use of the equipment hereunder shall be paid by the Purchaser or, in lieu thereof, the Purchaser shall provide The Company with a tax-exemption certificate acceptable to the taxing authorities.
7. All prices are subject to an adjustment if the Canadian currency fluctuates more than 3%.
8. Unless otherwise agreed to in writing by The Company, the risk of loss or damage to any product shall pass to the Purchaser upon delivery of the product to the carrier for shipment to the Purchaser. The Company will obtain a clear receipt from the carrier and all claims for damages, or shortages in shipment, must be made against the carrier by The Purchaser. A copy of the carrier’s inspection report shall be forwarded to The Company.
9. Testforce Systems Inc., warrants the equipment to be free from defects in material and workmanship for a period of one (1) year after shipment from Testforce, whichever is shorter. In the event of a defect, The Company’s obligation shall be limited to supply of replacement parts free of charge, F.O.B. St-Laurent, Canada, or making repairs on defective parts, whichever in its discretion it deems the more expedient. This obligation shall be conditioned upon the Purchasers giving The Company written notice of a defect within ten days after the discovery thereof. If defective parts are returned to The Company by the Purchaser, transportation charges shall be prepaid by the Purchaser. Testforce Systems Inc. reserves the right to determine the location and personnel necessary to effect any corrective action during the warranty period. If at the discretion of Testforce Systems Inc., and with the customer’s approval, the corrective action can be performed expeditiously and more economically in the customer’s plant, with the customer personnel, the cost of the repair will be limited to direct labor charges only. The Company shall not be liable for consequential damages.
10. The Company shall not be bound by any terms, conditions, representations or warranties, express or implied, which are not stated herein.
11. Cancellation: The Purchaser may cancel his order only upon written notice and upon payment to The Company of reasonable and proper cancellation charges and any other direct charges incurred by The Company.
12. Terms of payment: Unless otherwise stated, in writing, payment by the Purchaser shall be made in Canadian funds, 30 days after shipment from The Company's plant. Terms are net, subject to approved credit. If shipments are delayed by the Purchaser, payments shall become due on the date when The Company is prepared to make shipment. Equipment held for the Purchaser shall be at the risk and expense of the Purchaser.
13. Shipping dates are approximate and are effective from the date of receipt by The Company of The Purchaser’s formal purchase order and all necessary information that is to be furnished by The Purchaser.
14. An extra charge will be made for special containers.
15. The Company reserves the right to submit invoices on partial shipments.
16. On orders placed with The Company in accordance with this quotation, the above conditions shall take precedence over printed conditions which may appear on the Purchaser’s standard purchase form, letter of intent or any other form of purchase utilized by the Purchaser.
17. Amounts past due are subject to a service charge of 1 ½% per month or fraction thereof (18% per year).
18. All orders are subject to credit approval by The Company.
19. Transportation: The Purchaser is liable for any and all transportation charges from The Company home office in St-Laurent.