Terms and Conditions of Sale
Dated: January 8, 2018
TERMS AND CONDITIONS OF SALE
The following are the terms and conditions (“Terms and Conditions”) for the sale of products (“Products”) by Plitron Manufacturing Inc. (“Plitron”) to Plitron’s customers (“Customers”).
By placing a Customer Purchaser Order for Products from Plitron, Customer agrees to be bound by and accept the herein Terms and Conditions of sale. The Customer Purchaser Order accepted by Plitron and Terms and Conditions together form a binding contract.
1. ACCEPTANCE OF ORDERS
Customer Purchase Orders submitted to Plitron shall be signed by an authorized Customer representative or officer.
Customer Purchase Orders submitted to Plitron shall contain the following information including, but not limited to: (a) the Plitron part number and/or Customer part number ordered; (b) revision level of part (if applicable); (c) quantity of parts ordered; (d) delivery schedule; (e) Incoterms shipment point Ex-works Seller’s Plant or Factory (Toronto or offshore location) most cases; (f) price of part ordered; and (g) terms of payment. Plitron may request that Customer include additional information at Plitron’s discretion.
Customer Purchaser Orders submitted by facsimile or electronic mail may be accepted at the sole discretion of Plitron. All Customer Purchase Orders to Plitron shall be subject to acceptance in writing by Plitron. Any written acknowledgement of receipt of a Customer Purchaser Order shall not, in and of itself, constitute such acceptance.
2. PRICE QUOTE VALIDITY
Plitron may supply Customer with price quotes on Products (“Price Quotes”). Price Quotes given by Plitron to Customer are typically valid for 30 days from date of issue. Price Quotes may be adjusted within the 30 days from date of issue, at Plitron’s discretion, if the material cost of supplying the Product has increased or other circumstances beyond Plitron’s reasonable control.
If Customer does not purchase the quantity upon which Price Quote is based, Customer will pay the non-discounted price for the quantity actually purchased and/or a cancellation or restocking fee. Price Quotes are exclusive of taxes, impositions and other charges including sales, use, excise, value-added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent’s and broker’s fees, and bank fees. Where applicable, such taxes or fees shall be billed as a separate item and paid by Customer.
3. BLANKET ORDERS AND APPLICABLE PRICES
Plitron may accept 6-12 month Blanket Purchase Orders at Plitron’s discretion. Price Quotes given by Plitron to Customer in relation to Blanket Purchase Orders shall be reviewed quarterly. Following the review, the Price Quote may be adjusted at Plitron’s discretion if the material cost of supplying the Product has increased or other circumstances beyond Plitron’s reasonable control.
Blanket Purchase Orders must be accompanied by a Schedule of Releases. Plitron recommends a minimum of an 8 week rolling forecast whereby the first 4 weeks of the release dates are firm. If Customer wishes to change the Schedule of Releases, such changes must be in accordance with the Terms and Conditions contained herein and accepted by Plitron.
4. SPECIAL CHARGES
When applicable, Plitron may quote additional fees to Customer including, but not limited to, special charges associated with tooling charges, set up charges, where ordered Products require special materials not normally stocked by Plitron, or as otherwise specified in these Terms and Conditions.
In the event that Customer orders Products that require special materials not normally stocked by Plitron, Plitron may require that Customer order a minimum quantity of the Products.
5. INCOTERMS AND CURRENCIES
Unless otherwise specified or agreed to by Customer and Plitron, the currency used in the Customer Purchaser Order and Incoterms are as follows:
(a) Shipments to the U.S. are quoted in U.S. Dollars and the Incoterms is Ex-works Seller’s Plant or Factory (Toronto or offshore location);
(b) Shipments to Canada are quoted in Canadian Dollars and the Incoterms is Ex-works Seller’s Plant or Factory (Toronto or offshore location); and
(c) International Shipments may be quoted in U.S. Dollars or Canadian Dollars at the option of Customer and Ex-works Seller’s Plant or Factory (Toronto or offshore location).
6. SHIPPING LEAD-TIME
Plitron will provide an estimated shipment lead-time to Customer upon acceptance of Customer Purchase Order for each Product ordered, which may be altered in Plitron’s sole discretion. Shipment lead-time is typically 4-6 weeks following receipt of Customer Purchase Order. If the Customer Purchase Order requires special materials not normally stocked by Plitron, shipment lead-time may increase.
7. OFFSHORE SHIPPING LEAD-TIME
Plitron has established offshore facilities and subcontractors to produce toroidal transformers. Following prototype development and approval, shipment lead-time for Products produced in offshore facilities is typically 14-16 weeks, including sea-shipment. Customer may request air-shipment to reduce shipping lead-time at an additional expense. Customer may not cancel Customer Purchase Order or change scheduled deliveries within the acknowledged shipment lead-time.
8. RUSH ORDERS (“GOLD SERVICE”)
Plitron will try to accommodate Customer requests for deliveries with shorter than normal shipment lead-times and/or Customer requests that exceed Plitron’s available production capacity at time of order, but is in under no obligation to do so. An expedite fee known as a “Gold Service” fee will be quoted to Customer. The “Gold Service” fee is typically 30% of Customer Purchase order cost, but may be higher based on Customer’s specific request. Should Customer wish to utilize this service, the Customer Purchase Order should specifically request this. All Terms and Conditions contained herein are also applicable to “Gold Service”.
9. APPLICABLE PRICE: DOMESTIC AND OFFSHORE MANUFACTURER
When Plitron has provided Price Quotes from both domestic and off-shore manufacturers, the price invoiced to Customer will be based on the Product’s factory of origin. Products supplied to Customer by Plitron, wherever manufactured, are sold under the Terms and Conditions and covered by the warranty contained herein.
10. SHIPMENT INSURANCE
Plitron insures all prepaid shipments from the shipment point [(Ex-works Seller’s Plant or Factory (Toronto or offshore location)] with a $500 US Dollar deductible. Customer is solely liable for the $500 US Dollar deductible and it is Customer’s sole responsibility to obtain insurance to cover this amount if they choose to do so.
11. SALES TAX
When required by law, Plitron will collect Federal, State and/or Local sale, use, excise, and other taxes that apply to a Customer’s shipment. These taxes are in addition to the purchase price of the Products in Customer Purchase Order. Customer will remit the correct tax unless Customer is tax exempt and Plitron has a valid signed tax exemption certificate on file. All applicable VAT, PST, HST, and/or GST charges along with any fees will be the responsibility of the Customer.
12. DAMAGED SHIPMENTS
Customer shall report claims for damaged shipments immediately in writing to the carrier and Plitron in accordance with the notice provision contained herein. Plitron will not accept verbal claims for damaged shipments. Customer shall provide specific details of damage in claim. Customer must report claim for damaged shipments for both visible and hidden damage within 5 days of receipt of shipment.
13. DELIVERY AND TITLE
All shipments by Plitron are Ex-works Seller’s Plant or Factory (Toronto or offshore location) and the amount of all transportation charges will be paid to Plitron by Customer in addition to the purchase price of the Products. Subject to Plitron’s right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to Customer and title and risk of loss will pass to Customer. Plitron will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer’s requested delivery date(s). Customer acknowledges that delivery dates provided by Plitron are estimates only and that Plitron will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by Plitron unless specifically designated by Customer. Plitron reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s). Delivery of any installment of Products within thirty (30) days after the date requested will constitute a timely delivery. Delivery of a quantity that varies from the quantity specified shall not relieve Customer of the obligation to accept delivery and pay for the Products delivered.
In case of payment default, Plitron reserves the right to suspend the delivery and/or fulfillment of orders in process or to cancel them, and to reclaim possession of products delivered. Transfer of ownership: Plitron conserves ownership of the goods sold until effective payment of the full price. The non-payment of any of the payments due can result in the recovery of the goods. These provisions do not present an obstacle to the transfer of the risks to the buyer, once the goods have been made available, notably for loss and damage of the goods sold, as well as for the losses that they could cause. The customer agrees to subscribe adequate insurance policies. Reservation of ownership: If the goods sold have been incorporated into other goods or added to other goods, the reservation of ownership shall remain in effect and the goods sold will be able to be reclaimed for as long as they remain identifiable. It is prohibited for the buyer to dispose of merchandise for the purpose of resale or transformation as long as it does not retain full ownership of said merchandise. It is further prohibited from establishing any pledge, security or collateralization against the merchandise. Plitron retains ownership of the goods sold until effective payment of the full price, as well as of all receivables against the customer.
14. SUITABILITY OF PRODUCTS FOR APPLICATION IS CUSTOMER’S RESPONSIBILITY
Customer is responsible for ensuring Products ordered from Plitron meet the Customer’s electrical, mechanical, safety, and any other requirements. Customer is responsible for ensuring Products ordered from Plitron are suitable for the intended application.
If statements or advice, technical or otherwise, are offered or given to Customer by Plitron, such statements or advice will be deemed to be given as an accommodation to Customer and without charge. Plitron shall have no responsibility or liability for the content or use of such statements or advice.
15. CUSTOM PRODUCTS
Custom Products are designed and manufactured to meet the unique and specific requirements of the Customer. As purpose-built components designed for the Customer, there is no other application or market available to Plitron. Customer acknowledges that there may be no returns for Custom Products except as accepted by Plitron in writing. Customer is responsible to ensure the fulfillment of their commitments for acknowledged Customer Purchase Orders under these Terms and Conditions.
(a) DESIGNS, CUSTOMER RESPONSIBILITY, AND ACCEPTANCE
Plitron will use its design, quality control, and manufacturing capability and expertise to manufacture Custom Products for Customer based on Customer supplied specifications and/or designs.
Plitron provides Custom Product designs as part of its service to its customers to assist in specifying a suitable Product for Customer application. Notwithstanding this, it is the Customer’s sole responsibility to ensure the suitability of the Custom Product for the intended application.
Plitron will supply preliminary Custom Product specifications at the same time the Price Quote is supplied. Such specifications may change during the ongoing Custom Product development cycle, particularly when the preliminary prototype design is tested.
(b) PROTOTYPE DEVELOPMENT AND APPROVAL
After the Price Quote and preliminary Custom Product specifications are approved by Customer, the Customer may request a sample or prototype Product (“Prototype”).
The Prototype provides an opportunity for Plitron and Customer to test and approve the design of the Product and develop electrical, mechanical, and manufacturing data to ensure smooth integration into the manufacturing cycle of both Plitron and Customer.
Plitron aims to provide Customer a Prototype within two to four weeks produced in Toronto, or six to eight weeks produced offshore, of Customer’s request for a Prototype. However, the anticipated delivery date may increase depending on the complexity of the Custom Product, changes introduced by either Plitron or Customer, or delays outside of Plitron’s reasonable control. As a result, estimated delivery dates for Prototypes are subject to change at Plitron’s sole discretion. Plitron will inform Customer of any changes to the estimated delivery date.
Plitron will supply a Prototype Approval Form with samples of Custom Products to Customer. Customer acknowledges that submitting the signed Prototype Approval Form to Plitron constitutes acceptance of the Products supplied by Plitron to Customer. A Prototype Approval Form or similar information must be provided to Plitron before Purchase Orders for Custom Products will be accepted by Plitron. If the Customer Purchase Order is accepted, Plitron will issue an Acknowledgment of Purchase Order.
Prototypes are for the exclusive use of Customer to determine if the Custom Product is suitable. Customer shall not copy or give this information to any third party.
(c) PILOT PRODUCTION RUNS
In certain circumstances, it will be in Customer’s best interest to purchase additional samples (a “Pilot Production Run”) before committing to volume orders in order to confirm the acceptability of the Custom Product to Customer’s application. Custom Products ordered by Customer for engineering evaluation and development are warranted to meet published specifications, but may not be returned for Plitron for reason of unsuitability to Customer’s application.
(d) TERMS OF PAYMENT
All payments must be made in the currency billed on the original invoice.
Payments from Customers with approved accounts are due within 30 days of the invoice date. Payments from Customers without approved accounts will have to prepay in full along with the order. Customer must pay the full amount on the invoice and without any without any deductions or setoffs unless otherwise agreed to by Plitron in writing.
To apply for an approved account, Customer must provide credit rating or bank rating in addition to three trade references. Where an approved account cannot be ordered, Customer may choose the option of full prepayment of order.
Notwithstanding the above, Plitron reserves the right to request payment in advance or otherwise in accordance with the payment terms specified by Plitron, in writing. Plitron shall have the right of set off and deduction for any sums owed.
If Customer fails to pay by the due date, Plitron may defer shipments until such payment is made and may, at its option, cancel all or any part of unshipped orders. Plitron will not accept cash on delivery (“COD”) orders.
Personal cheques must be certified or shipment will be held until cheque can clear through banking channels. Plitron reserves the right to add a $20.00 service charge on all returned cheques.
Customer shall pay Plitron all costs incurred by it in collecting any past due amount from Customer including all court costs, legal fees, and related expenses. Plitron may charge interest both before and after any judgment on any unpaid amount owing by Customer at the rate of 3% per annum above prime rate charged by the Royal Bank of Canada from the due date of payment until payment is made. If the foregoing collection and interest charges exceed that rate which may be lawfully charged under applicable law, then such charges shall be calculated so as not to exceed the lawful rate.
(e) PAYMENT BY CREDIT CARD
Plitron may accept Customer payments from the following credit cards: Visa, MasterCard, and American Express. Charges for credit card orders will be pre-authorized before Plitron accepts Customer Purchase Order. Credit card billing information must be verified on new customers prior to shipment of order. Customer acknowledges that Customer Purchase Orders paid with credit card may not be cancelled for any reason.
16. STANDARD PRODUCTS
Plitron’s Standard Products are designed to meet general industrial standards and requirements. Plitron warrants that Standard Products will meet the published specifications. It is Customer’s responsibility to determine the suitability of Standard Products for their application.
(a) CONSUMER AND RETAIL ORDERS FOR STANDARD PRODUCTS
Plitron Standard Products may be sold via telephone, electronic mail, or mail order to Customer. A written Customer Purchase Order and Acknowledgment of Purchase Order may not be practical. Customer accepts sole responsibility for reviewing the Standard Product specifications in advance of ordering. Orders for Standard Products are non-cancelable and non-refundable. Standard Products may not be returned for reasons of unsuitability.
(b) TERMS OF PAYMENT
Full prepayment of order for Standard Products is required.
Personal cheques must be certified or shipment will be held until cheque can clear through banking channels. Plitron reserves the right to add a $20.00 service charge on all returned cheques.
Plitron may accept Customer payments from the following credit cards: Visa, MasterCard, and American Express. Charges for credit card orders will be pre-authorized before Plitron enters order into Plitron’s manufacturing schedule. Credit card billing information must be verified on new customers prior to shipment of order.
17. CHANGES TO ACKNOWLEDGED PURCHASE ORDERS
Plitron will use all reasonable efforts to accommodate Customer requests to change Acknowledged Purchase Orders, but is under no obligation to do so. Plitron will use its best efforts to minimize the costs related to changing an Acknowledged Purchase Order, but Customer is responsible for all costs already incurred by Plitron and related costs associated with changing the Acknowledged Purchase Order.
All requests to change the Acknowledged Purchase Order must be in writing. Plitron will respond to Customer’s request to change the Acknowledged Purchase Order in writing and advise whether the request(s) can be accommodated and on what terms in accordance with the class of change requested as outlined below.
(a) CLASS 1: CANCELLATION OF PURCHASE ORDER NOT STARTED IN PRODUCTION
If Customer requests cancellation of Customer Purchase Order and Plitron has not ordered or committed raw materials, manufacturing resources, or otherwise incurred costs, Plitron will agree to cancel the Customer Purchase Order. Customer shall be responsible for any extra or special costs incurred by Plitron for the cancellation.
(b) CLASS 2: REQUEST TO CHANGE DELIVERIES OR ENGINEERING REQUIREMENTS OF PURCHASE ORDER IN PROCESS
Customer may request Plitron to change delivery schedules, to place deliveries on hold, or to change engineering requirements of Products of Customer Purchase Orders that are already in process. Plitron will use every effort to accommodate such request, but is under no obligation to do so.
Placing of orders on hold or requests for changes engineering requirements by Customer, even temporarily, may disrupt Plitron’s manufacturing and delivery schedules and result in financial consequences. Customer agrees to be responsible for Plitron’s costs related to such requests. Customer agrees that resolving such matters is of the utmost urgency and will use all possible efforts to provide new Schedules of Releases, resolve engineering issues, or any related issues.
If Plitron is able to place Customer Purchase Order on hold, reschedule deliveries, or implement the requested engineering change, Plitron will notify Customer in writing of the extra charges of implementing Customer’s request. Customer will then issue a new Customer Purchase Order to authorize such charges. Should Customer not provide the new Customer Purchase Order to Plitron, Plitron will complete and ship the order according to or as close as possible to the old Customer Purchase Order.
Customer request to place orders on hold and Plitron’s acceptance of such request shall not release Customer from fulfilling Customer’s obligations under the Customer Purchase Order and Terms and Conditions contained herein.
(c) CLASS 3: REQUESTS TO CANCEL PURCHASE ORDER IN PROCESS OR FINISHED PRODUCT
Where Plitron has committed raw materials, manufacturing resources, or has otherwise incurred costs in relation to Customer Purchase Orders in process or finished Product may not be cancelled. Customer is responsible to accept delivery of Products and pay the full purchase price as agreed between Plitron and Customer in Acknowledged Purchase Order.
(d) CLASS 4: CUSTOMER CHANGES QUANTITY OF PRODUCTS ORDERED
When Customer requests to reduce the quantity of Products ordered on the Customer Purchase Order, Customer agrees to also change the pricing and modify the Customer Purchase Order to reflect the quantity of Products ordered and/or delivered. Customer shall be responsible for any extra costs incurred by Plitron related to such requests and Plitron may charge additional fee or adjust the purchase price accordingly.
(e) CLASS 5: ORDER PLACED ON HOLD BY PLITRON
Plitron may place Customer Purchase Orders on hold for reasons of late payment or non-payment by Customer. In such cases, Plitron will notify Customer that orders are on hold and that delivery schedules may be affected. Plitron’s decision to place Customer Purchase Order on hold shall not release Customer from any obligations under the Customer Purchase Order and Terms and Conditions contained herein.
18. THREE YEAR LIMITED WARRANTY
All Plitron Products come with a 3 YEAR LIMITED WARRANTY (“Warranty”). The terms of the Warranty are as follows:
(A) Warranty only applies to the original purchase of the Product;
(B) Warranty only applies to repair or replacement of the Product;
(C) Product must be used only in the equipment for which it was designed;
(D) Warranty covers materials and workmanship to repair or replace the Product but does not cover any ancillary installment expenses;
(E) Warranty does not apply if Product has been modified or serviced by Customer or any other party not a Plitron employee or representative;
(F) Plitron reserves the right to inspect the Product to determine if the Product has been modified or serviced; and
(G) Warranty will be void if Product is operated or used in any way or under any conditions not suitable for the Product.
(H) Warranty is not provided for Prototypes and demo products
Before returning a Product under Warranty, please call Plitron Customer Service at 1-800-PLITRON to obtain a Customer authorization number for returns and instructions. Plitron will provide Customer with Return Merchandise Authorization Form (the “RMA Form”).
The Warranty gives Customer specific rights. The provisions of the Warranty are in addition to, and not a modification of or subtraction from any statutory warranties and other remedies contained in any applicable legislation. To the extent that any provision of this Warranty is inconsistent with any applicable law, such provision shall be enforced to the fullest extent permitted by applicable law and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
19. DEFECTIVE AND RETURNED GOODS
Customer should contact Plitron Customer Service at 1-800-PLITRON to obtain an RMA Form. Customer must return Products to Plitron prepaid in accordance with the notice section contained herein. Products covered by Plitron under Warranty will be returned to Customer prepaid and insured. If no fault with the returned Product is found by Plitron, Product will be returned to Customer at Customer’s expense. No deduction or setoff from payments may be made by Customer until a Test and Inspection Report is provided by Plitron.
20. LIMITATION OF LIABILITIES
IN NO EVENT SHALL PLITRON BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Plitron is not liable for any personal injury or inconsequential damage of any kind resulting from malfunctions, defects, misuse, or improper installation of the Product. Customer’s recovery from Plitron for any claim shall not exceed the purchase price paid by Customer for the goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise. CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD PLITRON HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY PLITRON AND INCORPORATED INTO THE CUSTOMER’S PRODUCT.
21. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY RIGHTS
Technical information provided by Plitron to Customer shall not be disclosed to any third party. Customer agrees not to supply any technical information provided by Plitron to any third party. Technical information provided by Plitron may be subject to patent, trademark, copyright, design and other rights. Technical information provided to Customer may not be copied, transmitted or used as a basis for manufacturing of apparatus.
Prototypes are supplied to Customer exclusively so Customer can determine suitability of Product. Customer agrees not to copy or give Prototype to any third party.
Customer acknowledges that proprietary information provided by Plitron is valuable intellectual and/or commercial property and that revealing such information to third parties may cause serious damage to Plitron. If Customer breaches confidentiality obligations, Plitron has the right to recover any costs associated with such breach from Customer.
22. EXPORT COMPLIANCE
Plitron is committed to compliance with all Canada and U.S. Export Regulations and Laws. Plitron will not sell or ship to countries embargoed by the U.S. Treasury Office of Foreign Asset Control (“OFAC”). Plitron will not sell or ship to individuals or organizations identified by the U.S. Treasury as Specially Designated Nationals and Blocked Persons. Plitron will not sell or ship products prohibited under Export Administration Regulations to individuals or organizations identified by the U.S. Department of Commerce, Bureau of Industry and Security (“BIS”). Plitron will not seek export licenses pursuant to Export Administration. Furthermore, Plitron prohibits the re-export, brokering or transshipment of its products to any individual, organization or country prohibited by the OFAC or BIS. The sale, resale or other disposition of Products, and any related technology or documentation, are subject to the export control laws, regulations and orders of the United States and may be subject to the export and/or import control laws and regulations of other countries.
Plitron is committed to conducting its operations around the globe ethically and in compliance with all applicable laws. Plitron and its offshore plants are vigilant in complying with the laws and regulations governing its global export activities, which are critical to the Company’s success. The principal regulations governing international trade are the Canada Border Services Agency ( CBSA) ,U.S. Customs and Border Protection (CBP) regulations, International Traffic in Arms Regulations (ITAR), Export Administration Regulations (EAR) and similar laws around the world. It is the responsibility of the Plitron, its customers and suppliers who engage in international trade activities to be familiar and comply with these regulations. Compliance with international trade laws and regulations is good for business and will not be compromised for commercial gain.
Customer agrees to comply with all such laws, regulations and orders. Customer warrants that it will not export or re-export any Products with knowledge that they will be used in the design, development, production or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless Customer has obtained prior approval from the U.S. Department of Commerce. Customer further warrants that it will not export or re-export, directly or indirectly, any Products to embargoed countries or sell Products to companies or individuals listed on the Denied Persons List published by the US Department of Commerce, the Canadian Restricted Entities List published by the Department of Foreign Affairs and International Trade or any other international entity that maintains such a list. Customer further acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Customer acknowledges its responsibility to obtain any license to export, re-export or import as may be required. If at any time Customer breaches its obligations herein, Customer shall have an affirmative obligation to give notice thereof to Plitron immediately without delay. Customer agrees that Plitron may, in its sole discretion, terminate any and all of its obligations to Customer as a result of Customer’s breach regardless of whether Customer has given notice as required by this section. Plitron shall not be subject to any liability as a result of, or in connection with such termination.
23. COMPLIANCE WITH ANTI-CORRUPTION LAWS
Customer agrees to abide by all laws and regulations applicable to anti-bribery or anti-corruption laws. Customer warrants that its officers, employees, and agents shall comply with the Corruption of Foreign Public Officials Act, S.C. 1998, c. 34 (“CFPOA”), the United Kingdom Bribery Act 2010, c.23 (“UKBA”), and any other similar anti-corruption legislation in any applicable jurisdiction where Plitron or the Customer do business. Customer agrees to prohibit bribery and the payment of cash or cash equivalent directly or indirectly to government officials, political parties or candidates for the purpose of influencing any act or decision in connection with the purchase or resale of products ordered from Plitron or corruptly obtaining or retaining business. If at any time Customer breaches its obligations herein, Customer shall have an affirmative obligation to give notice thereof to Plitron immediately without delay. Customer agrees that Plitron may, in its sole discretion, terminate any and all of its obligations to Customer as a result of Customer’s breach regardless of whether Customer has given notice as required by this section. Plitron shall not be subject to any liability as a result of, or in connection with such termination.
Any notice, payment, or communication required or permitted to be given to Plitron by any provision of this Terms and Conditions shall be deemed to have been sufficiently given for all purposes if sent by registered or certified mail within Canada, postage and charges prepaid, to Plitron or sent by prepaid courier at its address set out below:
Plitron Manufacturing Inc. 8-601 Magnetic Drive, Toronto, Ontario, M3J 3J2
Any notice, payment, or communication required or permitted to be given to Customer by any provision of this Terms and Conditions shall be deemed to have been sufficiently given for all purposes if sent by registered or certified mail within Canada, postage and charges prepaid, to Customer or sent by prepaid courier to the Customer mailing address on the Customer Purchase Order.
25. FORCE MAJEURE
Plitron will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labour disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. Plitron’s time for delivery or performance will be extended by the period of such delay or Plitron may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Customer.
26. GOVERNING LAW
This Agreement and any sales hereunder shall be governed by the laws of the Province of Ontario without regard to conflicts of law rules and venue shall be in courts of the Province of Ontario, Canada. The parties expressly exclude application of the United Nations Convention on Contracts for the International Sales of Goods, if otherwise applicable.
27. DISPUTE RESOLUTION
Actions by Plitron for non-payment by Customer of the purchase price of Products sold by Plitron, or for redress of other breaches by Customer of these Terms and Conditions may be brought by Plitron, at its option, before any judicial court of competent jurisdiction in the Province of Ontario. All other disputes between Plitron and Customer, including claims for non-performance by Plitron, shall be finally settled by arbitration in Toronto, Ontario, Canada pursuant to the Ontario Arbitration Act, 1991, S.O. 1991, c. 17.
If any provisions of this Agreement shall be held to be invalid, illegal or unenforceable, such provision(s) shall be enforced to the fullest extent permitted by applicable law, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Plitron’s failure to insist on performance of any term or condition contained in this Agreement, or failure to exercise any of Plitron’s rights hereunder, shall not constitute a waiver of any of Plitron’s rights or remedies under this Agreement.
30. NO THIRD PARTY BENEFIT
The provisions set forth in this Agreement are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto. Notwithstanding the foregoing, Plitron shall be entitled, without the consent of or notice to Customer, to assign the benefit, subject to the burden, of this Agreement to any third party. Customer may not assign this Agreement without the prior written consent of Plitron.
31. ENTIRE AGREEMENT
The Customer Purchase Order, RMA Form, and these Terms and Conditions constitutes the whole and entire agreement among the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior agreement undertakings, declarations, commitments, representations, written or oral, in respect thereof. In the event of a conflict between the Customer Purchase Order, RMA Form, and these Terms and Conditions, the Terms and Conditions contained herein shall govern.