Terms & Conditions

Craig Winton Custom Controls Inc. Terms Terms Conditions

TERMS AND CONDITIONS OF SALE

Craig Winton Custom Controls Inc accepts Purchaser's order on the express condition that Purchaser agrees to and is bound by the terms and conditions set forth below. All orders by Purchaser shall be subject to the following terms and conditions of sale. Such agreement shall be conclusively and irrevocably evidenced by Purchaser accepting delivery of shipment under such order or by Purchaser's payment of the invoice covering such payment.

1. EFFECTS OF TERMS AND CONDITIONS

The sale of the Goods described herein (the “Goods”) is subject to " and governed solely by these terms and conditions and no terms or " conditions of Purchaser's purchase order, any agreement or any other " understanding shall be binding on Craig Winton Custom Controls Inc. or apply in any manner to " the sale of such Goods. No modification of these terms and conditions "shall be of any force or effect unless signed by an authorized" officer of Craig Winton Custom Controls Inc. No specification, drawing, print or photograph "prepared by Purchaser relative to Purchaser's order shall be binding" on Craig Winton Custom Controls Inc for any purpose unless signed by an authorized officer of Craig Winton Custom Controls Inc.

2. TERMS OF PAYMENT

Unless otherwise specified, prices are quoted in Canadian dollars "for Goods being sold from inventory, FOB Craig Winton Custom Controls Inc's delivery truck" at Craig Winton Custom Controls Inc's warehouse, and FOB manufacturers plant for domestic "Goods being drop-shipped to Purchaser. Payment terms are net "thirty (30) days for cash or (60% per annum). If Purchaser's account is past due, in addition "to other rights and remedies, Craig Winton Custom Controls Inc may suspend shipments," deliveries or performance hereunder or under any other contract "with Purchaser until Purchaser's account becomes current or until" Craig Winton Custom Controls Inc receives satisfactory security or cash prior to shipment.

3. DELIVERY

Shipping dates are approximate only and Craig Winton Custom Controls Inc assumes no "responsibility for delays. If Purchaser requires emergency deliveries or outside of normal business hours, any extra costs shall be borne by Purchaser. The time period specified herein within which delivery is to be made shall commence upon receipt by Craig Winton Custom Controls Inc of Purchaser's written acceptance of Craig Winton Custom Controls Inc's Order Acknowledgment. Delivery must be taken by Purchaser or adequate shipping instructions furnished to Craig Winton Custom Controls Inc within ten (10) days of notification that the Goods are ready for delivery, failing which the full purchase price shall forthwith become due and payable, and Craig Winton Custom Controls Inc may at its option, either store the Goods and bill Purchaser for storage charges or dispose of same for Purchaser's account and risk at a public or private sale, or exercise such other rights and remedies as may be available to Craig Winton Custom Controls Inc in the circumstances.

4. TITLE AND RISK OF LOSS

All right, title and interest in and to the Goods shall remain with Craig Winton Custom Controls Inc until such Goods have been paid for in full. However, such Goods shall be entirely at Purchaser's risk from the time placed on a common carrier and the loss, damage, deterioration or destruction of the Goods thereafter shall not release Purchaser from its obligations hereunder. In the event of any default to make payment by the Purchaser, Craig Winton Custom Controls Inc shall have the right to take possession of any Goods already delivered and to remove same without notice and without legal proceedings, in which case all payments theretofore made shall be credited to the Purchaser's account after deduction of a reasonable rental fee and the costs of repossession, if any, including reasonable legal fees. Purchaser hereby agrees to defend, indemnify, and save harmless Craig Winton Custom Controls Inc from any and all loss arising out of any or all claims, suits and demands by reason of, but not limited to, the retention of title to the Goods by Craig Winton Custom Controls Inc while same are at the Purchaser's risk.

5. CLAIMS

All claims for missing items or inaccuracies must be made within two (2) days of the date of receipt of Goods.

6. TAXES

Any tax of any nature including, without limitation, any excise, sales, use, Goods and services or other similar taxes which the Craig Winton Custom Controls Inc may be required to pay, to collect or to reimburse to others, by reason of the manufacture, ownership, use or sale of any product sold or service provided hereunder shall be the sole responsibility of Purchaser and shall be added to the amount to be paid hereunder.

7. LIMITS OF CONTRACT

Only the Goods specifically described in this quotation are subject to the terms and conditions herein. Unless expressly specified, installation, repair or other similar services are not included. Any services so specified shall be governed by the terms and conditions hereof.

8. TECHNICAL DATA

All drawings, descriptive matter, weights, dimensions and performance data submitted with or made a part of Craig Winton Custom Controls Inc's Order Acknowledgment are based upon information furnished by the Purchaser in accordance with its requirements and Craig Winton Custom Controls Inc assumes no responsibility for the accuracy of such information

9. FORCE MAJEURE

For all purposes hereof, force majeure includes any act of God, war, mobilization, governmental regulation, strike, lockout, drought, flood, total or partial fire, obstruction of navigation, loss, damage or detention in transit, defective materials or delays by shippers, or by other means or causes beyond Craig Winton Custom Controls Inc's control which might prevent the manufacture, shipment or delivery of Goods covered hereby. Performance of Craig Winton Custom Controls Inc's obligations may be suspended pending force majeure, without Craig Winton Custom Controls Inc being responsible to Purchaser for any damages or losses resulting from such suspension.

10. LIMITED WARRANTY

Subject to the following, Craig Winton Custom Controls Inc warrants that the Goods sold by it hereunder will conform to specifications and applicable industry standards and title will be clear from any security interests or encumbrances. Craig Winton Custom Controls Inc shall ensure that Purchaser benefits from existing manufacturers’ warranties and in no event shall Craig Winton Custom Controls Inc warranty exceed the warranty given by manufacturers’ of the Goods. The sole obligation of Craig Winton Custom Controls Inc under such warranty shall be to replace or repair as deemed appropriate by manufacturer and provide assistance to Purchaser for any claim made to manufacturer of the Goods. THE ABOVE IS THE SOLE AND EXCLUSIVE WARRANTY, EXPRESS OR IMPLIED, PROVIDED BY CRAIG WINTON CUSTOM CONTROLS INC AND IS IN LIEU OF ALL OTHER WARRANTIES, OF ANY NATURE WHATSOEVER, CONTRACTUAL, LEGAL, STATUTORY OR OTHER, AND WHETHER FOR MERCHANTABILITY, QUALITY, FITNESS OR OTHERWISE.

11. LIMITATION OF LIABILITY

THE LIABILITY OF CRAIG WINTON CUSTOM CONTROLS INC WILL NOT UNDER ANY CIRCUMSTANCES EXCEED THE PURCHASE PRICE OF THE GOODS FURNISHED AND IN NO EVENT SHALL CRAIG WINTON CUSTOM CONTROLS INC BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR CONTINGENT DAMAGES OR COMMERCIAL LOSS OF ANY KIND (INCLUDING DAMAGES FOR LOSS OF PROFITS) ALLEGEDLY SUSTAINED BY PURCHASER.

12. INDEMNITY

Purchaser agrees to indemnify and hold Craig Winton Custom Controls Inc harmless with respect to any third party claims for personal injury (or death), property damage or other loss which claims are based upon defective or allegedly defective design, material or workmanship furnished by Craig Winton Custom Controls Inc.

13. ASSIGNMENT

Purchaser shall not assign or transfer this agreement or any interest in, or monies under, it without the written consent of Craig Winton Custom Controls Inc and any assignment made without such consent shall be null and void.

14. GOVERNING LAW AND INVALIDITY

Any provision hereof which is contrary to law will not invalidate any other provision thereof. The foregoing sets forth the sole and entire agreement between the parties with respect to the Goods supplied here under. These terms and conditions and the agreement evidenced thereby shall be governed by and interpreted in accordance with the laws of the province of Canada where the Goods are delivered. If deliveries are made outside Canada, USA, United Kingdom and Dominican Republic the governing laws shall be the laws of the Province and or County where the Goods are shipped from. The United Nations Convention on Contracts for the International Sale of Goods shall apply to this agreement or to any order.

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Craig Winton Custom Controls Inc.

Designing Technology into Solutions

Industrial and Government Systems

Craig Winton Custom Controls Inc. is a Subsidiary of Winton Group of Companies

DUNS # 243630220

NCAGE L7894

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Page Updated 05/04/2020

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