General Terms of Business Relations
JUMO Canada, Inc.
4055 Sladeview Crescent, Unit 1
Mississauga, Ontario L5L 5Y1
Phone: (905) 608 9669
Fax: (905) 608-9779
General Terms and Conditions for Download (250 KB PDF-file) Version 08/2014
Except as otherwise expressly agreed in writing by JUMO Canada, Inc. (“Seller”), these terms and conditions shall govern all purchase orders for products sold by Seller (“Products”), as well as all services relating to such Products. These terms and conditions together with the purchase order submitted by the buyer named therein (the “Buyer”) constitute the entire agreement between Seller and the Buyer. Any provision of a purchase order in addition to or inconsistent with these terms and conditions shall be deemed waived by the Buyer. All purchase orders are subject to acceptance and approval by Seller.
Prices are quoted EXW Mississauga, ON unless expressly stated otherwise in writing by Seller, and exclude federal, provincial and municipal sales taxes, customs duties/tariffs, excise taxes and transportation and insurance costs. Buyer agrees to pay all such taxes and charges. Seller’s prices are subject to change without notice.
1.1 TERMS OF PAYMENT The purchase price of the Products shall be payable without deduction of any kind and within such period of time and according to such terms as are provided in the invoice. If payments are made late, Seller shall impose a monthly service charge. Acceptance of such service charge by Seller shall not constitute a waiver of any rights Seller may have due to Buyer’s late payment of the given invoice or due to Buyer’s late payment or non-payment of any later invoice.
If Buyer enters into an oral or written agreement with Seller for Buyer to prespecify and for Seller to supply Buyer’s needs for Products for a given period (now called a “Blanket Order”) in exchange for payment of prices discounted in consideration for Buyer’s volume-purchase commitment, then Buyer agrees to repay to Seller, upon Seller’s written request, all discounts received under the given period’s Blanket Order, if Buyer has not by that given period’s end purchased all items so pre-specified under the Buyer’s Blanket Order for that period. Alternatively, upon notice from Seller to Buyer, at or before the end of the period specified in Buyer’s given Blanket Order, that Buyer has not yet purchased all items pre-specified in that Blanket Order, then Buyer may avoid its obligation to repay to Seller discounts already received during that period simply by purchasing from Seller, at the agreed discount, the remainder of the Products which Buyer prespecified in its Blanket Order for that period. The period for a Blanket Order is one year unless otherwise specified in the original agreement.
1.2 SERVICE CHARGE Past due accounts will be subject to a service charge on any unpaid balance at 18% per annum, accruing daily and compounding monthly.
1.3 TITLE All purchases shall be EXW Mississauga, ON. Title and risk of loss or damage to the Products therefore pass to Buyer upon acceptance of the Products by a common carrier.
2. Delivery and Shipping Schedule
Seller shall not be liable for delays or failures to deliver beyond Seller’s control, acting reasonably, including without limitation delays or failures caused indirectly or directly in any manner whatever by fires, floods, accidents, riots, acts of God, war, governmental interference, embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials or supplies or transportation delays...
No return will be accepted by the Seller for any reason without prior written authorization by the Seller.
Seller warrants that the Products are free of material defects and are of merchantable quality. This warranty shall extend to the first ultimate user only for a period of one year from the date of shipment. This warranty shall not apply unless the Products have been properly installed, operated and maintained in accordance with Seller’s instructions. Buyer agrees that it has full responsibility for the accurate selection, application, installation and/or use of the Products and for instructing ultimate users, if other than the Buyer, concerning use, application, maintenance, and advisements regarding the Products. Buyer agrees that the warranties provided herein shall not apply to any Product which: has been repaired or altered outside of Seller’s factory in any way; has been subject to misuse, negligence, or accident; has been operated other than in accordance with Seller’s printed instructions; or has been subject to wear of wetted parts caused by Buyer’s application of the Products. The Seller’s obligation under this warranty shall be limited to furnishing a replacement for, or at Seller’s option, repairing any part which, to Seller’s satisfaction, is defective, provided such part is returned, freight prepaid to Seller’s designated service facilities. Alternatively, Seller may, at its sole discretion, issue a credit for the returned product. Return of repaired Products shall be at Buyer’s expense and risk. No part may be returned without Seller’s prior approval. Upon agreement with Buyer, Seller shall repair defective Products at Buyer’s premises and Buyer shall pay all reasonable expenses incurred by Seller with regard to all trips made for the purpose of repairing such Products. Products not manufactured by Seller are covered exclusively by the original manufacturer’s warranty and Seller may, at its option, assign to Buyer its warranty claims against the original manufacturer of defective Products in full settlement of Buyer’s possible claims against Seller with regard to such Products. THE WARRANTIES CONTAINED HEREIN ARE EXCLUSIVE AND EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, WRITTEN, ORAL, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO EXPRESS OR IMPLIED WARRANTIES OF FITNESS FOR PURPOSE. IN ADDITION, SELLER SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY OF ANY NATURE, WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL (FOR EXAMPLE LOSS OF PROFITS OR REVENUE, LOSS OF USE OF EQUIPMENT OR ANY OTHER EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF BUYER FOR SUCH DAMAGES EVEN IF SELLER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS BY BUYER OR ANY THIRD PARTY) AND OTHER RISK(S) IN CONNECTION WITH OR RESULTING FROM USE OF THE PRODUCTS.
5. Limitations of Liability
(a) OTHER THAN EXPRESSLY STATED IN THESE TERMS, SELLER'S LIABILITY ON ALL CLAIMS OF ANY KIND, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ALL LOSSES OR DAMAGES ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THIS AGREEMENT, OR THESE TERMS AND CONDITIONS, OR FROM THE PERFORMANCE OR BREACH THEREOF, OR FROM ANY PRODUCTS OR SERVICES COVERED BY OR FURNISHED UNDER THE AGREEMENT OR ANY EXTENSION OR EXPANSION THEREOF, SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO THE SPECIFIC PRODUCT THAT GIVES RISE TO THE CLAIM. ALL SUCH LIABILITY SHALL TERMINATE UPON THE EXPIRATION OF THE WARRANTY PERIOD SPECIFIED IN SECTION 4 ABOVE.
(b) IN NO EVENT, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL SELLER, ITS EMPLOYEES, AFFILIATES, REPRESENTIATIVES, AGENTS AND SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF ANY PROPERTY, COST OF CAPITAL, COST OF PURCHASED POWER, COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF BUYER FOR SUCH DAMAGES AND BUYER WILL INDEMNIFY SELLER, ITS EMPLOYEES, AFFILIATES, REPRESENTIATIVES, AGENTS AND SUPPLIERS AGAINST ANY SUCH CLAIMS. FROM BUYER'S CUSTOMERS. IF BUYER RESELLS THE PRODUCTS SOLD HEREUNDER TO ANY THIRD PARTY, BUYER SHALL OBTAIN FROM SUCH THIRD PARTY A PROVISION AFFORDING SELLER AND ITS SUPPLIERS THE PROTECTION OF THE PRECEDING SENTENCE.
Seller shall have the right to cancel an order if at any time Buyer does not strictly comply with all the terms and conditions contained herein or if Buyer’s credit standing is at any time disapproved by Seller by giving written notice of this decision to the Buyer. The Buyer shall provide such financial information from time to time as Seller may reasonably require to establish and/or continue credit terms.
7. Patent indemnity
Buyer shall immediately inform Seller of all infringement claims against Buyer related to the Products made by third parties and shall cooperate with Seller in defending such claims. Seller shall not be liable in so far as third party claims for infringement are based on Buyer’s modifications or additions to Products or in so far as infringement arises out of Seller’s compliance with Buyer’s specifications.
Buyer acknowledges that in the course of Seller carrying out the terms of the personal information, "personal information", as that term is defined in the Personal Information Protection and Electronic Documents Act (Canada) may be provided by Buyer to Seller. Seller agrees to collect, use and disclose such personal information only in accordance with all applicable data protection laws. The personal information provided to Seller is used only for Seller's internal purposes and is not distributed to third parties for any other commercial purpose, except as required to carry out the terms of the purchase order, which may involve transferring such personal information to another country or international organization. Seller shall keep all such information in strict confidence and shall only disclose such information if required by law. Seller shall only use such information for the purposes set forth herein unless Buyer provides Seller with his/her consent to do otherwise. Seller shall be permitted to transfer personal information for (sub)processing to any affiliate of Seller.
No agent, salesman or distributor has any authority to obligate Seller with regard to any terms or conditions not contained herein. These terms and conditions shall be governed by and interpreted according to the laws of the Province of Ontario and the laws of Canada applicable therein, without giving effect to conflicts of laws rules, and the parties hereby attorn to the exclusive jurisdiction of the courts of the Province of Ontario within the City of Toronto. Les parties requièrent expressément que le présent contrat et tous les documents y afférents soient rédigés en langue anglaise. The parties expressly request that this contract and any document related thereto be drafted in the English language.
Extended Terms and Conditions
Cancellation Charges: Non-stock and modified stock Products may be subject to a cancellation charge to be determined by Seller according to the portion of work completed at the time of such cancellation. Blanket Order cancellations for non-modified stock products are subject to a 20% cancellation fee based on the portion of Products delivered. Blanket Orders for non-stock and modified stock products are subject to up to 100% cancellation fee based on the outstanding balance.
Engineering Charge: On complex Products, systems or control software modifications, an engineering charge shall be applied or included in the price of Prototypes. This charge is not subject to discounts.
Order Changes: Buyer must notify Seller in writing of requested changes in the quantity, drawings, designs or specifications for Products that are ordered but not yet in the process of manufacture. After receipt of such notice, Seller will inform Buyer of any adjustments to be made in price, delivery schedules, etc. resulting from Buyer’s requested changes prior to incorporating requested changes into Products. All Products require written notice of requested changes not less than sixty (60) days prior to the last scheduled shipping date.
Prototypes: If Buyer orders and/or Seller delivers, a Product designated as a “Prototype”, the warranty set forth above does not apply with respect to such Prototype. Buyer shall have the duty and sole responsibility to test a Prototype prior to acceptance and/or incorporation into end-use applications. Further, a production Product based on a Prototype design may differ in assembly methods and materials from the Prototype. Buyer, therefore, shall have the duty and sole responsibility for testing and acceptance of production Products that are based on Prototype designs.
Quantity and Weights: For orders for Products carried in stock, Seller will deliver the ordered quantity specified. However, in the manufacture of Products it is agreed that Seller will be allowed production losses as stated below:
|Oty Ordered||Delivery Variation||Qty Ordered||Variation|
|1-4||No Variation||75-99||± 3 units|
|5-24||± 1 unit||100+||± percent|
|25-74||± 2 units|
Note: Seller will deliver exact quantities of Products with a net price of $100.00 or more. If Buyer expressly requests no variation in delivered quantity of Products with a total net price under $100.00, a ten percent (10%) surcharge will be added to the net billing on the invoice for such order.
Restocking Charges: Seller products, which have not been used or modified, may be returned to Seller for a $100 or a twenty percent (20%) restocking charge, whichever is greater. For controllers, recorders, programmable transmitters and indicators, modified-stock Products may only be returned if not permanently modified, for a minimum $150 or thirty percent (30%) restocking charge. All stock and modified-stock Products require Seller’s prior authorization to be returned and must be returned within one hundred twenty (120) days from the date of delivery. Products may not be returned if the packaging seal is broken. Non-stock Products, software Products and accessories are not returnable.
Return Policy: Seller will assign a return material authorization number and record the reason for the return. Seller will examine returned Product to determine the actual cause, if any, leading to Buyer’s return. If Product has a manufacturing defect, Seller, in its sole discretion, may issue a credit for the returned Product or repair or replace with like Product. If returned Product is not subject to Seller’s warranty, Buyer will be notified of the estimated cost of repair, if possible. Thereafter, Buyer must advise Seller whether or not Buyer chooses to have Product repaired at Buyer’s expense.