AGREEMENT ON TERMS
It is understood that the “EachingME’s Terms & Conditions” and the latest quotation of EACHING MACHINERY EQUIPMENT LIMITED (hereafter referred to as EachingME) shall take precedence over any purchaser-supplied agreement and its execution.
EachingME guarantees that all equipment manufactured by them will perform as per the quotation for that specific piece of equipment, provided the equipment is properly cared for, as per instruction for Use/Maintenance provided and operated under normal conditions and with competent supervision. EachingME agrees to correct and shall have the right to correct by repairs or replacement —- at its option, at its expense, and Ex Works EachingME’s facility — any defects in the equipment which may develop under normal and proper use within twelve (12) months from date of shipment from its plant. All original outside purchased parts including cylinders, bearings, gearboxes, electrical components, HMI’s, will be covered under the original manufacturer’s warranty from time of purchase by EachingME. EachingME will not be liable for any damage resulting from improper storage or handling before placing the equipment in operation. Furthermore, EachingME will not be liable for any expenses incurred for repairs or replacement made outside EachingME’s facility without prior written consent – or damages arising out of such replacements or repairs or for costs of additional test material or costs relating to delivery delays. Tooling such as rolls, dies, punches and shear blades are wear and tear items and completely subject to operator usage and is therefore NOT covered by any guarantee. Under no conditions will EachingME be held responsible for any consequential damages.
EachingME’s warranty coverage does not activate until a line is completely paid in full.
Determined after final equipment selection.
All delivery dates quoted are approximate only and are not binding to the performance portion of the contract. They are given as a general guideline only. The customer is expected to build into their plans enough additional time, inventory, etc. to allow for any delay — regardless of the reason for any such delay. Under no circumstances will EachingME be held responsible for any penalty clause.
Purchase orders are not subject to cancellation or deferment of shipment by the Purchaser unless EachingME is indemnified against loss resulting therefrom. The purchaser shall be responsible for any warehouse, re-stocking, storage, interest charges, legal or other charges resulting from cancellation or deferment of shipment. If delivery of equipment has not been completed within six months of completion date due to the purchaser’s request for deferment of shipment, the purchaser authorizes EachingME to dispose of the equipment. Upon EachingME’s receipt of written cancellation notice, the purchaser will pay for all completed items and uncompleted items including burdened overhead rates applied to labour and goods in process by EachingME for the purchaser’s equipment but not in operation — plus twenty percent. In the event of a cancellation, the costs and figures compiled by EachingME shall be accepted as final. The cancellation charge shall not be less than 15% of the total order and purchased components and/or uncompleted items may not be released to the customer due to liability issues.
Buyer will be in default if (a) Buyer fails to pay to EachingME any amount when due under this agreement, (b) Buyer becomes insolvent or bankrupt, or a petition therefore is filed voluntarily or involuntarily and not dismissed within 30 days from filing, or (c) Buyer makes a general assignment for the benefit of its creditors, or a receiver is appointed, or a substantial part of Buyer’s assets are attached or seized under legal process and not released within 30 days thereafter; and Buyer fails for a period of thirty days after receiving written notice from EachingME to fulfill or perform any provisions of this agreement. Upon Buyer’s default, EachingME may, at its option, without prejudice to any of its other rights and remedies(a) terminate this agreement and declare immediately due and payable the obligations of Buyer subject to the cancellation provisions of this agreement, (b) demand reclamation, or (c) suspend any further deliveries until the default is corrected, without releasing Buyer from its obligations under this agreement. In any event, Buyer shall remain liable for all loss and damage sustained by EachingME because of Buyer’s default.
The title and right of possession of equipment sold by EachingME shall remain with the company until payments in full have been made by the purchaser. EachingME reserves the right to file a lien on all equipment and tooling until all outstanding payments are received in full. Any delinquent or delayed payments (which exceed 30 days from the invoice date) will automatically mandate a policy of “No Customer Credit” – requiring any outstanding final payments to be made prior to shipment – regardless of any payment terms originally set forth.
The vendor’s liability for any damages or loss under this contract shall be limited to repairs or replacements as herein provided and the vendor shall not be liable for any consequential or special damages resulting from any causes whatsoever. For proprietary profile designs, the customer is responsible for ensuring that no patents are being infringed upon if said tooling is requested.
QUOTATION AND PRICES
Prices will be valid as specified for 30 days from date printed on the quotation. Any revisions or modifications to the quotation will supersede any previous quotations and will render them void. EachingME reserves the right to correct any typographical errors found in their quotations. All prices on imported goods contained in this proposal are subject to revision as deemed proportionate to any change in factory prices, and to the extent of any change in freight rates, duty, foreign, and other domestic taxation or embargoes, and U.S. exchange rates effective prior to delivery. Adjustments will be made at time of invoicing. In the event that no currency is indicated on a quotation, the prices shown will be considered in U.S. dollars. Unless specified otherwise in EachingME’s quotation, it is understood that all coil material will be commercial grade steel of 33,000 to 45,000 psi MAXIMUM yield strength.
EachingME will provide replacement (but not liability coverage) insurance for all EachingME equipment prior to shipment. It is the responsibility of the purchaser to provide adequate insurance (both replacement and liability coverage) on each piece of equipment after the shipment has left EachingME’s facility.
All designs, inventions, concepts, processes, formulae, drawings and blueprints by EachingME are considered confidential in detail and nature and are not to be released or revealed to any other party.
EachingME will ensure that the equipment or tooling meets the contractual specifications with the testing material supplied by the purchaser. In order to do this, EachingME will require sufficient test material to be supplied by the purchaser and its quality must to be selected by the customer for the purposes of final approval. Theoritical slit widths will be used until tool proofing provides final slit widths to the customer. Test material is to be made available to EachingME free of charge at the time it is requested and is to be in EachingME’s facility. If the customer prefers, the customer can request EachingME to purchase test material on the customer’s behalf at the established price of EachingME’s cost plus 10% for shipping and handling. The purchaser is required to inspect, test and accept in writing the machinery and/or tooling in EachingME’s facility prior to shipment. However, after due diligence for production performance has been executed by EachingME, if it becomes evident the product required cannot be correctly formed by the rolling process due to material problems, improper data or purchaser-supplied tooling, EachingME is not to be held liable for not completing and delivering the machine specified above or the costs associated with any necessary re-adjustments to the equipment without the written consent of EachingME.
FIELD SERVICES AND SUPPORT
EachingME is pleased to offer service and technical support on-site at the purchaser’s facility as the need arises. Unless covered by the equipment guarantee as noted above or specifically written into the quotation, the following field service rates will apply: Weekdays $100.00, Weekends $150.00 [US Funds] per hour per person (8-hour minimum charge) and $75/hr travel time from EachingME’s facility to the purchaser’s facility — plus all expenses for on-site support — and may apply to time periods where delay has occurred that are not attributed to EachingME. The above-mentioned rate does NOT include overtime and holiday surcharges if applicable. Seven-day notice is required for booking an ordered onsite technical start-up date to reduce airfare costs unless the customer covers premium rate difference.
All EachingME equipment will be supplied with safety covers on all gears and belts. Any safety devices, guarding or fencing required to meet federal, state/provincial, local and/or company regulations are the responsibility of the purchaser including the installation, set-up and safe operation of all EachingME machinery —- unless otherwise stated in writing by EachingME. CSA approval is available at additional costs upon request.
Any machinery which is designed and built by EachingME will be equipped with components and devices as outlined in the EachingME Equipment Specification List. Specific requests by the purchaser to incorporate purchaser-selected equipment brands, devices, colours, models, quantities, programs, upgrades, designs, styles and features which differ from EachingME’s standard equipment specifications should be presented in writing within 14 days of the date on the purchase order issued. Furthermore, any additional costs (including parts and/or labour) incurred by EachingME for said purchaser-selected items will be paid for by the purchaser prior to shipping. Where the purchaser selects part brand to be used, EachingME cannot be held responsible for the guarantee or performance of said item or design.
Any and all dispute between the parties hereto shall be subject to arbitration pursuant to The Arbitration Act [Ontario] and are to be resolved in Ontario before an arbitrator, to the exclusion of any other Court or Tribunal. The attached quotation, the present terms and conditions and any and all contract resulting therefrom shall be governed by the laws of the Province of Ontario and the parties hereto irrevocably and unconditionally adhere to the exclusive jurisdiction of the arbitrators of Ontario in respect thereof, to the exclusion of any other Court or Tribunal. Any provision of the present agreement and of ots terms and conditions which is contrary to law shall not invalidate any other provision of the present agreement or of its terms and conditions.