Standard Terms & Conditions of Sale
Please note that our Terms and Conditions have recently changed.
Please review our most recent terms below.
DYNAGEN TECHNOLOGIES INCORPORATED ("SELLER")
1. ACCEPTANCE: All quotations are valid for 30 days, unless otherwise stated. Notwithstanding any terms or conditions which may appear on the Buyer’s order, the terms and conditions of this document shall govern irrespective of whether the Buyer accept these conditions by a written acknowledgment, by implication, or by acceptance and payment of goods hereunder. The Seller’s failure to object to provisions contained in any communications from the Buyer shall not be deemed a waiver of the provisions of this document. For all purchase orders received by the Seller, whether they be via telephone, fax, or in writing, the Seller’s order acknowledgment, sent by fax or email, will act as acceptance of the Buyer’s purchase order. All information on the order acknowledgment will be assumed to be correct and will override any previous correspondence in writing or telephone conversations. If a discrepancy is found, the Buyer will have 5 days from the "date entered" to bring it to the attention of the Seller. Once the Seller has been notified, and if a change is necessary, the Buyer will receive a corrected acknowledgment from the Seller. All drawings, plans, specifications, additions, and change orders must be in writing, furnished by the Buyer, subject to acceptance and approval by the Seller.
2. COMPLIANCE WITH LAWS: The Seller, to the best of his knowledge and belief, is complying with all state, provincial and federal laws of the United States and Canada, orders and regulations applicable to the manufacture of the articles ordered.
3. PRICES: The price of any article scheduled for shipment on a date beyond a period of six months from the date of receipt of the Buyer’s order is subject to increase or decrease by the Seller, unless otherwise agreed to in writing. All prices are F.O.B. Seller’s manufacturing plant or warehouse, unless otherwise specified by the Seller. Additional services are subject to charge at the Seller’s standard rates. Prices include ordinary packing only, unless otherwise specified. Prices do not include any present or future federal, provincial, state, or local taxes. Any such taxes or charges will be added to the invoices as separate items, unless appropriate exemption certificates are furnished to the Seller.
4. TRANSPORTATION AND DELIVERY: Unless the Seller otherwise specifies, delivery will be made F.O.B. Seller’s manufacturing plant or warehouse. In all cases, title and risk of loss shall pass to the Buyer at the point when the goods are placed on a common carrier, and any claims of loss or damage must be made directly to the carrier by the Buyer. The Seller shall have the right to change the means of transportation and to route the shipment when specified instructions are not included with the Buyer’s order. When the Buyer’s shipping instructions are not specific, such as “ship best way” or “ship cheapest way”, the Seller shall not accept, nor be responsible for, any claims for alleged excess transportation cost. The Seller shall have no liability whatsoever, nor shall the order be subject to cancellation for delays in delivery due to acts of god, civil or military riot or commotion, strikes, labor disturbance, vandalism, fire, war, insurrection, transportation, weather, federal, state or municipal orders and directions, default of supplier or subcontractor, or due to any other cause beyond the Seller’s control. In such an event, or events, causing delay for any such reason, the specified delivery date shall be extended for a reasonable length of time, but not less than the period of delay. The Seller reserves the right to make and to invoice for partial shipments of completed articles.
5. TERMS OF PAYMENT: Unless otherwise specified in writing by the Seller, all orders on credit are net thirty days from the date of shipment by the Seller, on approved credit. Interest of 2% per month on billings will be charged on all past due accounts until paid. Orders not on account must be paid by credit card or advance cash payment prior to order acceptance by the Seller. All collection expenses shall be paid by the Buyer, including legal fees.
6. LIMITED WARRANTY POLICY: The Seller warrants that the articles sold hereunder and manufactured by the Seller (the “Article(s)”) are free from defects in material and workmanship when operated under normal conditions within the scope of the Seller’s testing protocols and in accordance with accepted Seller and/or industry recommended practices, and will conform to the specifications published by the Seller in relation to the Article(s). Any articles sold by but not manufactured by the Seller are subject only to original manufacturer's express warranties as applicable. These express warranties are the sole warranties of the Seller, and any other warranties, whether expressed or implied in law, or implied in fact, are hereby specifically excluded. The Seller’s sole obligation in the event of a breach of this warranty shall be, at Seller’s sole option, to either issue a credit, or repair or replace any Article(s) or part thereof, that has been proved to be defective. At no time shall the Seller be required to remove or install any Article(s) or parts thereof. Any adjustment of credits to the Buyer’s account with the Seller will be based upon original billing prices for the Article(s). Unless otherwise specified in written communications from the Seller for any particular Article(s), all warranties contained herein shall expire either five (5) years from date of shipment of the Article(s) by the Seller or after 17,500 hours of engine running operation, whichever occurs first. Any replacement Article(s) or product provided to the Buyer shall be subject to the original warranty period, which will expire either five (5) years from date of original shipment of the Article(s) by the Seller or after 17,500 hours of engine running operation, whichever occurs first. Written notice of claimed breach of warranty must be given to the Seller within the applicable five (5) year period. No allowances shall be made to the Buyer for any transportation, duties, brokerage fees, labor costs, or parts adjustments or repairs, or any other work, unless said charges have been authorized in writing, in advance, by the Seller. The Seller shall in no event be liable for any special or consequential damages or for loss of profit as a result of a breach of this warranty, including, without limitation, any damages relating to any direct or indirect damage to property resulting from any use, removal or installation of the Article(s) by the Buyer or any third-party, including any equipment damage, loss or downtime or any other damages related to a claim under this warranty. The Seller shall not be liable for determining whether any Article(s) or parts thereof are suitable for the Buyer’s or any third-party’s intended use or application. The Buyer is solely responsible for reviewing the published specifications, testing the Article(s) and for ensuring that the design of the Article(s) is suitable for Buyer’s intended use. The warranty shall not extend to any Article(s) or parts thereof which have been installed, used, or serviced, other than in conformity with the Seller’s application specifications, manuals, bulletins, or instructions, or, if none, which have been subjected to improper installation, misuse, or neglect. The warranties shall not apply to any materials or parts thereof furnished by the Buyer, or acquired from others at the Buyer’s request and/or to the Buyer’s specifications or designs. The foregoing limitations on the Seller’s liability in the event of breach of warranty shall also be the absolute limit of the Seller’s liability in the event of the Seller’s negligence in manufacture, installation, service, or otherwise, with regard to the Article(s) covered hereby, and upon the expiration of the stated warranty period, all such liabilities shall terminate.
7. RETURNS: If any article is claimed to be defective in material or workmanship, the Seller, upon notice promptly given, will issue a written return material authorization (RMA) with shipping instructions for return to the Seller. All returns must be accompanied by an RMA number or shipments will not be accepted by the Seller. Articles which are returned as defective, but are found to meet the specifications agreed upon, will be subject to a re-testing charge. At the discretion of the Seller, unused and undamaged Standard Products may, under certain circumstances, be accepted back for credit or exchange. A restocking charge of 15% will apply. Unused custom designed products will not be accepted back for credit or exchange.
8. CANCELLATIONS AND CHANGES: If Buyer revises or cancels an Order, Buyer shall be liable for material and goods on order, material on hand, work in process, and finished goods. Seller shall undertake commercially reasonable efforts to cancel all applicable third party purchase orders. Nevertheless, Buyer agrees to compensate Seller for costs incurred for finished goods; work in process (including labor performed); material on hand; material on order that cannot be cancelled; applicable supplier restocking or cancellation fees; Seller’s handling charges; any costs or expenses whatsoever incurred by the Seller, or for which the Seller is liable; and the Seller's profit calculated as if the Order had been completed without revision or cancelation.
9. CUSTOMER CREDITS AND DEFAULTS: Accounts are opened only with the Buyer on approved credit. The Seller reserves the right of declining to make deliveries whenever, for any reason, if doubt as to the Buyer’s financial ability develops, and shall not, in such event, be liable for non-performance of contract in whole or in part. If the Buyer shall fail to pay promptly, when due, any sum owing to the Seller, or to perform any agreement under this order, or under any other order, heretofore or hereafter placed with the Seller, or the Buyer shall be adjudicated bankrupt or insolvent, or shall make an assignment for the benefit of creditors, or if there shall be instituted, by or against the Buyer, any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt or insolvency law of any jurisdiction, or for the appointment of a receiver or trustee in respect of any of the Buyer’s property, and if such proceeding shall be instituted against the Buyer and it shall not be dismissed within twenty (20) days, or if the Seller shall reasonably believe that the Buyer is unable to meet the Buyer’s debts as they mature, then, and in any such event, the Seller may, in addition to exercising any or all other rights that the Seller may have, require payment of cash upon delivery, and the Buyer becomes obligated to pay to the Seller the same sum in respect to each such order as if such order had been canceled by the Buyer with the Seller’s consent and settlement had been made on the basis set forth in paragraph 8 of these terms and conditions. If the Buyer shall be adjudicated bankrupt or insolvent, or shall make an assignment for the benefit of creditors, or if there shall be instituted, by or against the Buyer, any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt or insolvency law of any jurisdiction, or for the appointment of a receiver or trustee in respect of any of the Buyer’s property, any amounts outstanding from the Seller to the Buyer shall be deemed to have been set-off against the Buyer's Account with the seller immediately prior to the effective time of such event of bankruptcy or insolvency.
10. PATENTS: The Seller warrants that the Goods sold, except as are made specifically for the Buyer, according to the Buyer’s specifications, do not infringe any valid U.S. or Canada patent or copyright in existence as of the date of shipment. This warranty is given upon the condition that the Buyer promptly notifies the Seller of any claim or suit involving the Buyer in which such infringement is alleged, and co-operates fully with the Seller and permits the Seller to control completely the defense, settlement, or compromise of any such allegation of infringement. The Seller’s warranty as to use patents only applies to infringement arising solely out of the inherent operation according to the Seller’s specifications and instructions (i) of such Goods, or (ii) of any combination of Goods acquired from the Seller in a system designed by the Seller. In the event such Goods are held to infringe such a U.S. or Canada patent or copyright in such suit, and the use of such Goods is enjoined, or in the case of a compromise or settlement by the Seller, the Seller shall have the right, at its option and expense, to procure for the Buyer, the right to continue using such Goods, or replace them with non-infringing Goods, or modify same to become non-infringing, or grant the Buyer a credit for the depreciated value of such Goods and accept return of them. In the event of the foregoing, the Seller may also, at its option, cancel the agreement as to future deliveries of such Goods, without liability.
11. GENERAL: If any clause, sentence, word, or other terms of this agreement are found or declared by law or legal proceedings to be unenforceable, void, or illegal, the remainder of said agreement shall remain in full force and effect and binding on the parties hereto. The terms and conditions herein contained shall, unless otherwise specifically agreed to by the Seller in writing, be the sole terms and conditions governing any purchase and sales contract entered into between the Buyer and the Seller. Stenographical and clerical errors are subject to correction. No modification or addition to, or waiver of, any of the terms and conditions hereof will be effective unless agreed to in writing by the Seller. This contract is made and entered into in the Province of Nova Scotia, therefore, this agreement and all amendments, additions, and modifications thereto, shall be governed and construed and interpreted in accordance with, and by the laws of, the Province of Nova Scotia and is so accepted.
Rev GT-001 01/15