Precision Metal Corp — Terms and Conditions
Effective Date: 02/17/2024
- Agreement These Terms and Conditions ("Terms") govern all sales of goods and services by Precision Metal Corp ("Precision Metal", "we", "us", "our") to the customer ("Customer", "you"). By placing an order, accepting a quote, or using our services you agree to these Terms.
- Quotations and Orders
- Quotes are valid for the period stated on the quote; if no period is stated, quotes expire 30 days from issuance.
- Orders are accepted only when confirmed in writing by Precision Metal. Any additional or different terms proposed by Customer are rejected unless expressly accepted in writing.
- Customer must provide accurate drawings, specifications, material requirements, and any required files (e.g., CAD/DXF/DWG). Precision Metal is not responsible for errors resulting from incorrect or incomplete information supplied by Customer.
- Prices and Payment
- Prices are as quoted or on our invoice. Unless otherwise agreed, all prices are in CAD and
exclude taxes, duties, and shipping.
- Customer is responsible for all collection costs, including legal fees, for overdue accounts.
- Delivery and Lead Times
- Delivery dates are estimates and not guaranteed. Precision Metal will use commercially reasonable efforts to meet quoted lead times but is not liable for delays due to supply chain issues, acts of God, strikes, customs, or Customer-caused delays.
- Shipping terms are FCA/FREIGHT COLLECT unless otherwise stated. Risk of loss passes to Customer on delivery to carrier or at pickup point.
- Additional charges apply for expedited processing, special handling, or changes after order acceptance.
- Changes and Cancellations
- Changes requested by Customer after order acceptance may affect price and delivery. We will attempt to accommodate but are not obliged to accept changes.
- Cancellations require written notice and may incur cancellation charges covering work performed, material procured, and reasonable overhead.
- Specifications, Tolerances, and Inspection
- Work will conform to Customer-supplied specifications, industry standards, and agreed tolerances. If no tolerances are specified, standard industry tolerances apply.
- Customer must inspect goods within 7 days of receipt and notify Precision Metal in writing of any nonconformity or defects. Failure to notify within this period constitutes acceptance.
- For alleged defects, Precision Metal may require return of samples, inspection, or third-party testing.
- Warranty
- Precision Metal warrants that work performed and products supplied will materially conform to agreed specifications and be free from defects in workmanship for a period of 90 days from delivery, unless otherwise stated in writing.
- This warranty does not cover: damage from misuse, negligence, improper installation, modification, normal wear and tear, or goods made from Customer-supplied materials unless defects are due to our workmanship.
- Customer’s exclusive remedies: at Precision Metal’s option, repair or replacement of nonconforming goods, or refund of the purchase price for the affected goods. This warranty is the sole and exclusive warranty; all other warranties, express or implied (including merchantability and fitness for a particular purpose), are disclaimed to the fullest extent permitted by law.
- Limitation of Liability
- Except for liability arising from gross negligence, willful misconduct, or fraudulent acts, Precision Metal’s total liability for any claim arising from or related to these Terms or services is limited to the greater of the amount paid by Customer for the specific goods/services giving rise to the claim or CAD 50,000.
- In no event shall Precision Metal be liable for incidental, consequential, indirect, special, or punitive damages, including lost profits, loss of business, or loss of use, even if advised of the possibility of such damages.
- Intellectual Property
- Customer retains ownership of Customer-supplied designs and related intellectual property. Customer grants Precision Metal a non-exclusive, royalty-free license to use such designs solely to perform the work.
- Precision Metal retains ownership of its tooling, processes, and any proprietary designs unless otherwise agreed in writing.
- Customer warrants that designs and specifications supplied to Precision Metal do not infringe third-party IP rights; Customer will indemnify Precision Metal against any claims arising from such infringement.
- Confidentiality
- Each party will keep confidential information of the other party and not disclose it except to employees, contractors, or advisors who need it to perform the Terms, or as required by law. Confidential information does not include information that is publicly available or independently developed.
- Export and Trade Compliance
- Customer is responsible for compliance with applicable export, import, sanctions, and trade controls. Customer will not provide designs or request services that would violate applicable export laws or sanctions.
- Force Majeure
- Precision Metal is not liable for failure or delay in performance due to events beyond its reasonable control, including acts of God, labour disputes, supply shortages, government actions, or transportation delays. Performance time will be extended by the period of delay.
- Insurance
- Customer is responsible for adequate insurance for goods in transit and for any installation or on-site activities unless otherwise agreed.
- Indemnification
- Customer will indemnify, defend, and hold harmless Precision Metal from claims arising out of Customer-supplied designs, improper use, or breach of these Terms, except to the extent caused by Precision Metal’s gross negligence or wilful misconduct.
- Subcontracting
- Precision Metal may use subcontractors or suppliers to perform any part of the work. Precision Metal remains responsible for performance.
- Governing Law and Dispute Resolution
- These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.
- Disputes shall be resolved by arbitration administered by the ADR Institute of Canada (ADRIC) under its Arbitration Rules, with the arbitration seated in Toronto, Ontario. The language of the arbitration shall be English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek interim or injunctive relief in the courts of Ontario.
- Assignment
- Customer may not assign its rights or obligations under these Terms without Precision Metal’s prior written consent. Precision Metal may assign its rights to affiliates or in connection with a sale or financing.
- Notices
- Notices shall be in writing and sent to the addresses on the invoice or order acknowledgment or such other address provided in writing. Notices are effective upon receipt.
- Severability
- If any provision is held invalid or unenforceable, the remaining provisions remain in full force.
- Entire Agreement
- These Terms, together with any written order confirmations, quotes, and specifications, constitute the entire agreement between the parties and supersede prior agreements.