Terms and Conditions

The following terms and conditions (the “Terms and Conditions”) shall apply to any purchase or order (an “Order”) by a customer (the “Customer”) of any goods and/or services from [Leitz Tooling] (the “Company”).  These Terms and Conditions are the only terms that govern the purchase of goods and/or services from the Company, and the Customer accepts these Terms and Conditions upon purchasing any goods and/or services. 

1. General, conclusion of contract

1.1 All quotations and agreements with persons, business undertakings or legal entities under law shall be based on the Terms and Conditions.  Any terms and conditions of the Customer which differ from the Terms and Conditions shall not become part of the contract even through acceptance of the Order or contract.  An Order or contract shall be established by means of the written confirmation, and shipment of any goods or the commencement of any services by the Company pursuant to an Order or contract shall constitute acceptance by the Customer. If there is a written master agreement signed by the Customer and the Company for goods or services (a “Master Agreement”), the Master Agreement prevails in the event of any conflict.

1.2 Quotations for goods and / or services shall be valid for 4 weeks from the date of the quotation.

1.3 The Company reserves the right of ownership and copyright with regard to samples, quotations, cost estimates, drawings and similar information of a corporeal or incorporeal nature, including information in electronic form; they shall not be made available to third parties and shall be returned on request.

1.4 The Order shall be confirmed with reference to the technical information available at the time.  Measurements and tolerances shall be based on the appropriate standards applicable at the time, otherwise in accordance with normal trade practices as well as the state of the art and shall be considered specifications, not warranties.  The Company reserves the right to supply alternative tools, if it corresponds in its functionality to the tool ordered.  For Orders of greater than 10 items of the same ident number, the Company reserves the right to supply plus or minus 10% (approximately) of the ordered quantity.

1.5 The Order may only be altered, modified or amended by a written acknowledgment of such change by the Customer and the Company (via electronic mail or otherwise) which will be incorporated in the Order or contract as a change order (a “Change Order”).  The Company will notify the Customer should any change cause an increase in the cost of the goods or the time required for delivery, and the Customer may accept the new terms by notice to the Company within 5 days, failing which the original Order will stand but delay in the delivery date and costs shall be made at the sole expense of the Customer.

2. Price and payment

2.1 The prices on the day the Order is placed shall apply plus value added tax.  The offer/contract is based on the applied material/commodity prices at the time the quotation was submitted.  The Company reserves the right from time to time to change the prices for whatsoever reason. 

2.2 The Company shall select at its discretion the form of shipment for its goods.  For an Order below an invoice value of $ 100 the Company shall charge a processing fee of $ 10.

2.3 Additional costs for express shipment, insurance and other special requirements shall be borne by the Customer.  In case of goods return, which needs the Company’s prior express consent, the Company may charge a processing fee of     10 % of the Order value.  This does not apply for non-conforming deliveries for which the Company is responsible.

2.4 Any amounts invoiced shall be due and paid in full 30 days after the invoice date without offset or counterclaim unless finally determined by court or otherwise agreed by the Company.

2.5 Any amount not paid when due shall bear interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, whichever is less. The Customer shall also reimburse the Company for all reasonable costs incurred in collecting overdue amounts, including collection agency fees, legal fees and court costs.

3. Delivery date and inspection

3.1 The delivery date shall be established in the Order or contractual arrangement between the Customer and the Company.  The Company’s compliance with this date shall be conditional on all commercial and technical queries being clarified and the Customer having fulfilled all the obligations incumbent on the Customer.  Should this not be the case, the delivery date shall be extended accordingly.  This shall not apply, insofar as the Company is responsible for the delay.

3.2 Subject to Section 10 of these Terms and Conditions, the delivery date shall be met if the delivered goods have left the Company’s production facility or readiness for shipment has been notified prior to the expiry of the delivery date. 

3.3 Part shipments shall be permitted, unless the latter would be of no value to the Customer. 

3.4 All risk in the goods shall pass to the Customer when delivery is completed as provided herein. 

3.5 All goods and services supplied under an Order or contract are subject to inspection and acceptance by the Customer within 5 days after receipt thereof.  The Customer will notify the Company in writing of its rejection of any goods which are not in accordance with the description, or specifications stipulated in an Order or contract, together with the reasons for such rejection.

4. Incoterms®

The Incoterms® in their current version shall apply to the Terms and Conditions.  If no Incoterm has been agreed, then ex works (EXW) shall apply to the Order.

5. Reservation of ownership

5.1 The Company shall hold the title and ownership of the delivered goods until payments arising from the Order or contract have been received in full.  The Company reserves the right to make any and all registrations of its title to the goods and the Customer shall not contest any such registration.

5.2 The Customer shall neither dispose of the delivered goods (except if purchasing the goods as an agent), pledge nor transfer ownership of it as security.  In the event of attachments as well as seizures or other dispositions by third parties, the Customer shall immediately notify the Company.

5.3 In the event of any breach by the Customer of the Terms and Conditions, the Order or contract, including without limitation, default on payments, the Company shall have the right to repossess the delivered good(s) after having sent notice to the Customer, and the Customer shall be obligated to surrender the good(s) to the Company.  An application to begin bankruptcy proceedings against the Customer shall give the Company the right to withdraw from the Order or contract and to demand the immediate return of the delivered goods.

6. Claims for deficiencies

6.1 The Company warrants that the goods and/or services (as described in the Order or contract) supplied by the Company are new and of good merchantable quality, free of material defect and shall perform in accordance with their standard specifications or as contained in an Order or contract and comply with any applicable laws.  All warranties shall extend for a period of twelve (12) months from delivery. The Company will provide the following and only warranty for material defects and deficiencies in the goods in the shipment, to the exclusion of any other claims, subject to Section 7 of these Terms and Conditions:

6.1.1 Any goods which prove to be deficient as a result of circumstances prior to the passage of risk shall be refunded, repaired or a replaced free of charge at the Company’s sole discretion.  The Company shall be notified immediately in writing of the discovery of such deficiencies and in any event not later than 5 days. Goods which are replaced shall become the Company’s property.

6.1.2 The Customer shall give the Company the necessary time and opportunity to undertake all the improvements and replacement deliveries which the Company consider necessary, otherwise the Company shall be released from liability for the consequences arising from these.

6.1.3 No warranty shall be provided for unsuitable or inappropriate use, faulty commissioning by the Customer or third parties, normal wear and tear, incorrect or negligent usage, inappropriate maintenance, unsuitable operating material, or any alteration to the goods without the Company’s prior written consent.

6.1.4 No other warranties, express or implied or arising by operation of law, custom or usage is provided in respect of the goods and/or services provided by the Company.

6.2 Deficiencies in title

Should the use of the delivered goods result in the violation of industrial property rights or copyright within Canada, the Company will obtain the Customer’s right to continue using the former at the Company’s expense.  Alternatively, the Company may modify the delivered goods for the Customer in such a way that the violation of the industrial property right no longer applies.  Should this not be possible on economically reasonable conditions, the Company or the Customer shall be entitled to terminate the Order or contract.  The Company shall have no liability for any infringement or alleged infringement where the goods are provided based on designs or instructions of provided by the Customer or where the infringement arises from the use of goods in combination with the Customer’s own process or equipment not supplied by the Company. 

7. Liability

7.1 Should it not be possible for the Customer to use the delivered goods in accordance with the Order or contract as a result of a violation of contractual obligations for which the Company is solely responsible, then the provisions of Section 6 and 7.2 of these Terms and Conditions shall apply accordingly and be the sole remedy to the Customer to the exclusion of any other claims by the Customer.

7.2 With regard to losses which have not occurred through damage to the delivered goods itself, the Company shall be liable only in the event of it’s intentional misrepresentation or gross negligence of culpable injury to persons lives, bodies, or health, of deficiencies involving malicious reticence with regard to the defect or involving a warranty on the Company’s part regarding the absence of the defect, or in the event of deficiencies in the delivered goods in so far as there is liability on the Company’s part for personal injury or damage to property in accordance with the law. 

7.3 In no event will the Company be liable to the Customer or any other person for any indirect, incidental, consequential, or punitive damages, including any lost profits, data, goodwill, or business opportunity for any matter relating to the goods and services per the Order, contract or these Terms and Conditions.

8. Statutory limitation, law to be applied, legal venue

8.1 Any claim arising out of or relating to the Order, Contract, goods or services must be commenced within two (2) years from the date on which the Customer knew or ought reasonably to have known of the facts giving rise to the claim, unless otherwise required by applicable law.

8.2 The laws of the Province of Ontario and of Canada as applicable therein, shall apply to and govern the interpretation of any Order or contract or these Terms and Conditions and any legal action brought in connection with it, must be brought in the Province of Ontario. The Customer irrevocably submits to the exclusive jurisdiction of the courts of the Province of Ontario and the federal courts of Canada located in Ontario for any dispute arising out of or relating to the Order, contract or these Terms and Conditions.

9. Notice and processing orders

Each notice, statement and invoice to be given pursuant to any Order or contract shall be in writing and shall be sent by prepaid ordinary or registered mail, or by facsimile, electronic mail or courier to the address for each of the Customer and the Company in the Order or contract.  Notices, statements and invoices sent by mail shall be deemed to have been received five (5) days following the mailing thereof and those sent by facsimile, electronic mail or courier shall be deemed to have been received on the first business day following the day on which such was sent by facsimile, electronic mail or courier.  The Customer and the Company agree that an Order or contract may be entered via facsimile or electronic mail.  All such Orders or contracts issued and accepted via facsimile or electronic mail shall (i) be deemed to have been signed by an authorized representative of the Customer and the Company and (ii) constitute originals and (iii) be governed exclusively by the Terms and Conditions.  The Customer and the Company agree not to contest the validity or enforceability of accepted facsimile or electronic mail Orders and contracts on the basis of their not being actually signed or not being originals.

10. Force majeure

For the purposes of these Terms and Conditions, “Force Majeure” means circumstances and conditions beyond the control of the party affected which render it impossible for that party to fulfill its obligations under an Order or contract or which will delay that fulfillment.  Force Majeure shall include, but not be limited to, war, acts of God, a foreign enemy, civil war, earthquake, flood, fire or other natural physical disaster or other matters similar in nature or severity to the herein mentioned.  Without limiting the generality of the foregoing, an event of Force Majeure does not include financial hardship, strikes, a change in legislation, regulation or government policy or the administration thereof making the performance of the parties’ obligations hereunder more difficult.  Neither the Customer nor the Company shall be liable for failure to perform any of its obligations under an Order or contract, if and to the extent its performance is prevented, hindered or delayed by a Force Majeure event.  The occurrence of a Force Majeure event shall not release the affected party from its obligations under an Order or contract but shall merely suspend the performance of any obligation so prevented, hindered or delayed during the period of continuance of the Force Majeure event.  In every case the party alleging a circumstance of Force Majeure event shall take reasonable action and undertake reasonably necessary measures to mitigate the effects of the Force Majeure and to resume, as soon as reasonably possible, the performance of those of its obligations under the Order or contract affected by the Force Majeure event.

11. Language

 The parties declare that they have requested and hereby confirm their express wish that this contract as well as any present and subsequent documents attached thereto, be drawn up in the English language.  Les parties déclarent qu'elles ont demandé et par les présentes confirment leur désir exprès que cette convention ainsi que les documents actuels et futurs s’y rattachant soit rédigée en anglais.