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Terms & Conditions

  • Price: Quoted price by Proco Machinery Inc. (hereinafter referred to as “Seller”) is subject to change sixty (60) days after date if Buyer’s written purchase order is not received within said period.
  • Prices stated herein do not include, and if Seller is required to pay or collect, any tax, excise, duty or levy now or hereafter enacted or imposed by any governmental authority on the manufacture, sale, delivery and/or use of any item delivered, an additional charge will be made therefore and paid by Buyer unless Seller is furnished with a proper exemption certificate relieving Proco Machinery Inc. of paying or collecting the tax, excise, duty or levy in question.
  • Quoted prices or prices stated in Buyer’s purchase order are F.O.B. Proco Machinery plant, Mississauga, Ontario.
  • The Buyer shall pay for all goods ordered by paying as per the payment terms list in the Terms and condition page in the quote.
  • The Seller reserves the right to adjust the originally quoted price on goods to be supplied by it, after all engineering on the goods has been completed, and approved by both parties, it being understood by the parties hereto, that after the completion of such engineering, alterations, or modifications may have to be carried out upon the subject goods, thereby changing the originally anticipated cost thereof.
  • Any changes of design and manufacture of tooling or machinery, after acceptance of the order by the Seller, must be approved in writing by the Seller and Buyer shall pay all charges and expenses incurred by the Seller occasioned by such changes, such as, but not limited to, extra labor, costs, material, scrapping of parts and components, etc.
  • In the event the Seller (Proco Machinery Inc.) is providing credit to the Buyer, in the course of this transaction the Buyer agrees to provide the Seller with security, in the form of a first charge against all goods purchased in this transaction, and such security to be discharged only upon the receipt on full of the purchase price by the Seller.
  • Quoted delivery time, which is an estimate, will be measured from date of final acceptance of order or payment of deposit required with purchase order whichever is later. All schedules delivery dates are subject to delays caused by civil insurrection, war, fire, strikes, acts of God, shortages of materials or failure of suppliers or sub-contractors to satisfactorily meet scheduled deliveries or any other factor or event beyond Sellers control, none of which factors or events shall give rise to any liability on the part of the seller. Scheduled delivery may be delayed further by Buyer’s failure to cooperate in furnishing information, furnishing parts for testing and other acts of omission by the Buyer.
  • Upon Buyer’s request, Seller will provide technical personnel to aid in installation, testing and demonstration of tooling or machinery. These services, as well as regular service calls, shall be wholly chargeable to Buyer at the rate $ 110.00 USD per eight (8) hour days (time and a half in excess of eight (8) hours, weekends and holidays) per man, plus travel and living expense.
  • Following acceptance by the Seller, this order may not be cancelled without the written consent of the Seller.
  • The Seller shall have the right to require that the Buyer post adequate security for any or all payments due if a good faith doubt arises as to the Buyer’s ability to make prompt payment.
  • The Seller shall have the absolute right to cancel and refuse to complete the order:
    1. If at any time all terms and conditions governing this order (including any requirement of progress payments) are not strictly complied with the Buyer.
    2. If at any time the Buyer becomes bankrupt or insolvent.
    3. If the Buyer fails to provide security as required by item 7 above, within ten (10) days after delivery of the goods herein purchased
    In the event of such cancellation, the Seller shall have the right to indemnification for any or all costs incurred to the date of cancellation in performing the order, (including the cost of any engineering studies and/or special patterns) and for the loss of profit resulting from such cancellations, which shall be deemed to be Ten percent (10%) of all costs subject to indemnification. The Seller shall have the right, at its option to waive its right to indemnification with regard to any items scheduled for completion within sixty (60) days following the date of cancellations and to complete such items and request full payment for same. The Seller shall have no responsibility or liability to the Buyer except for the return of any excess of the Buyer’s partial payments on the order less the following costs and loss of profit.
  • The Seller warrants to the original purchasers of all products manufactured by it that such products will be free from defects in materials or workmanship for a period of (a) one year from the date such products are shipped from the plant, or (b) two thousand hours of actual operation, whichever is shorter, such warrant to remain in effect if and only if such products are used in accordance with all instructions as to maintenance and operation set forth in manuals and instruction sheets furnished by the Seller. In no event shall this warranty be deemed to cover or obligate the Seller in any way regarding items or components not actually manufactured by it. Seller’s warranty with respect to equipment manufactured by others will be the same as that of the manufacturer of such equipment.
  • The Seller makes no warranties which extend beyond the description on the face hereof with respect to the equipment or machinery covered hereby, other as expressly stated herein. Seller expressly and specifically declaims the implied warranty of, and makes no warranty with respect to, the fitness of the equipment or machinery covered hereby, for any particular purpose of use, unless such a warranty is expressly set forth on the face hereof.
  • The Buyer or anyone claiming under any warranty relating to equipment or machinery manufactured by the Seller, identified herein, agrees that if the Seller breaches any such warranty, or any warranty implied in fact or by operation of the law (except as specifically herein excluded), or if the equipment or machinery herein mentioned and warranted hereunder proves defective due to manufacturing or workmanship, Seller’s sole liability hereunder is limited to either replacement of any defective equipment or machinery, or at the option of the Seller, refunding to the Buyer, the purchase price, and transportation costs paid for such defective equipment or machinery. The above remedy is the Buyer’s sole and exclusive remedy for breach of warranty, tort on the part of the Seller (negligence and strict liability) and any other cause of action against the Seller, and under no circumstances will the Seller be liable for economic, special or consequential damages of any kind or nature whatever.
  • This warranty is made in lieu of all other warranties, express or implied, including merchantability. No promise or affirmation of act (including but not limited to statements regarding capacity or performance of a machine) shall constitute a warranty by Seller or give rise to any liability or obligation of the Seller.
  • The Buyer shall notify Seller promptly, and in any event, within ten (10) days of any accident or malfunction involving Seller’s products which result in personal injury or damage to property, and shall cooperate fully with Seller in investigating and determining the case of such accident or malfunction. In the event the Buyer fails to give such notice to Seller and so cooperate, Buyer agrees to indemnify and save Seller harmless from any claims arising from such accident or malfunction.
  • The Buyer agrees that he is dealing solely with Proco Machinery Inc., that the same is a body corporate and that all representations, warranties and agreements are between itself and the Seller only, and that it has no cause of action whatever against the officers, shareholders, employee, agents or servants of the company for the defective manufacture and/or operation of the equipment or machinery hereby purchased, and that its only remedy and relief is set out in these terms, and they are applicable only against Proco Machinery Inc.
  • Intellectual Property: Seller retains all intellectual properties whatsoever which in inclusive and not limited to rights relating to manufacturing processes, improvements in existing processes, designs, trademarks, trade secrets, proprietary information, copyrights, know how, programing, specifications and all other work relating to manufacturing of equipment or any other intellectual property owned by Seller unless Buyer and Seller agrees otherwise in writing.
  • Governing law: All matters relating to the validity, performance and construction of the quotation / agreement between buyer and seller shall be governed by the law of Ontario, Canada. Ontario, Canada shall be the only jurisdiction in which any suit may be brought against the Seller regarding any dispute arising out of any transaction of quote / agreement between Buyer and Seller.
  • These terms and conditions are subject to change without notice; buyers are cautioned to refer to the latest terms and conditions.

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