Exclusive and Entire: The following Terms and Conditions of Sale are detailed by and for all parties to cover all aspects of the purchases of tooling, jigs, fixtures, equipment, and/or castings produced by Niagara Investment Castings, herein after referred to as either “NIC” or “the Seller”, and together with the specifications provided or embodied herewith, represent the entire understanding of the parties without exception. All other terms and conditions are specifically rejected, and by proceeding with the transaction in any manner, both the Seller and the Purchaser agree that these Terms and Conditions of Sales shall control. The price charged by Seller is based on these Terms and Conditions of Sale.
Taxes: The prices do not include GST, HST, or any state/provincial/federal or local sales. Any such taxes that apply will be added to our invoice as a separate item.
Terms: All accounts are payable net 30 days, unless a previously agreed term has been agreed to in writing with the Purchaser.
Pattern Tooling, Fixtures, Jigs, or Other Tooling: Tooling is procured by Niagara Investment Castings on behalf of the Purchaser from an outside vendor, and price quoted shall be paid for by the Purchaser. Until such time as the entire cost of the tool has been paid, title for all tooling will remain with NIC, which shall be transferred and held by Purchaser after full payment is received.
Tooling will remain in our possession and control and used ONLY for the production of castings for the Purchaser, unless otherwise authorized by you in writing. Additional tooling may be required, in the event of substantially higher monthly production rates and exceedingly larger quantities than the original tooling can economically produce.
Tool prices quoted to the Purchaser assume the use of a standard shrinkage rate applicable for the alloy, or alloys, which the castings purchased will be supplied in. Should the tooling produce castings that do not meet the drawing dimensions and standard investment cast tolerances that we have provided guidance to, and it is deemed that subsequent rework of tooling is required to modify any dimension, that additional cost shall be the responsibility of the Purchaser.
Tooling remains the property of the Purchaser and as such the Purchaser is responsible for any costs related to the upkeep, maintenance, or repairs required due to “wear and tear” of the tooling though normal use. NIC shall advise the Purchaser of the costs to have any of this rework performed when it is deemed necessary for the effective and efficient use of said tooling, and shall take on the responsibility of having the rework carried out upon receipt of the purchase order for any such rework.
Samples: Samples from new dies will be submitted for approval before proceeding with production orders. Production castings made in accordance with approved samples will be considered as complying with your specifications. If the Purchaser chooses to waive sampling from either a new tool or a modified tool, this must be in writing, and any and all production quantities shipped per your request in lieu of, or prior to sample approval, are your responsibility to accept without the ability to reject for any reason.
Delivery: Niagara Investment Castings Ltd. assumes no liability for any loss or damage arising from delay in delivery due to acts or regulations of any government, to manufacturing contingencies or unforeseen contingencies or unavoidable occurrences of any sort at our plant or elsewhere. Quoted delivery time is to be computed from the date of receipt of your order and all essential details pertaining thereto.
Subsequent Changes: Modifications, changes, deferred shipments, cancellations, or additions will be effective only if accepted by us in writing, and then only upon terms that will indemnify us against all loss which shall include without limiting, completed work at the unit price, work-in-process, raw material, over-head charges, and unamortized tooling.
Patents: It is understood that Purchaser will assume full responsibility and hold Niagara Investment Castings Ltd. free from all losses or claims for infringement of any patent rights or intellectual property rights arising from the production of parts in accordance with drawings and designs furnished by Purchaser.
Guarantee: Niagara Investment Castings Ltd. guarantee that our castings will meet specifications we have accepted and will be free from defects due to poor workmanship and defective material.
Niagara Investment Castings Ltd. is not responsible for internal defects, which are discovered by an inspection method of any type if such inspection is not specified on the order.
Defective castings will be replaced or credit allowed, at our option, provided claim is made within one year of invoice date. No claim for labor or damages will be accepted. Castings claimed to be defective are not to be returned to us nor marked, stamped, or otherwise mutilated without our approval and an opportunity to inspect them. Acceptance of returned goods by our Receiving Department shall not be binding and has no force or effect unless acceptance is made in writing by us.
NIC will offer suggestions covering metals and design, but we assume no responsibility for the merit or demerit of such suggestions or their suitability for the purpose intended by you. Any alloys specified and approved by you in the terms of the purchase order will be provided unless otherwise instructed.
Over/Under Shipments: Since it is impossible to determine in advance the number of castings rejected by our inspectors, Niagara Investment Castings Ltd. reserve the right to ship the Purchaser ten percent (10%) over or under the quantity of castings you order.
Defective Castings: Niagara Investment Castings Ltd. will allow the Purchaser a credit for defective castings only if permitted by Niagara Investment Castings Ltd.’s Quality Manager, such permission to be not unreasonably withheld. To achieve such permission, the Purchaser shall first send a report to Niagara Investment Castings Ltd.’s Quality Manager setting out the number of castings rejected and the reasons for rejection, along with evidence, such as pictures or inspection reports, supporting this claim. Niagara Investment Castings Ltd.’s Quality Manager may then, in writing, accept the claim, in which event he may also ask for proof that the castings in question are then destroyed. In the alternative the Niagara Investment Castings Ltd. Quality Manager may ask that the castings be returned to Niagara Investment Castings Ltd. for inspection, and will issue Purchaser, by e-mail or by fax, a Return Authorization Form with a Number (“RMA”),which will also show the name of the carrier to be used. This RMA is to be returned to Niagara Investment Castings Ltd. along with the castings in question, and the castings must be returned in good condition, aside from the defects claimed, and properly packaged so as to be not further damaged in transit.
Niagara Investment Castings Ltd. will examine the castings forthwith and the Niagara Investment Castings Ltd. Quality Manager will, in writing, either accept or deny the claim. In the event of denial he shall set out the reasons, and Niagara Investment Castings Ltd. will retain the castings until the matter is resolved.
Although every effort is made to ensure internal soundness of the commercial level casting, NIC cannot be held responsible for any unusual or randomly occurring internal discontinuities uncovered during subsequent processing such as machining, sectioning, or any NDT performed by the Customer. All cases of internal discontinuities reported to NIC shall be reviewed by the NIC Quality Manager and any credit or replacements are offered subject to their discretion. In any case of credit being offered, the value of the credit shall be for the selling price of the casting only.
Unauthorized Returns – No RMA: Niagara Investment Castings Ltd. reserves the right to refuse shipments returned without proper return authorization. Shipments returned without authorization will be rejected and returned to the Purchaser. Any freight charges incurred by Niagara Investment Castings Ltd. for freight returned without authorization will be invoiced to the Purchaser.
FOB Shipping Point Terms: All castings are shipped FOB St. Catharines, Ontario, Canada which is defined as the point at which title of goods transfers to the Buyer. Seller must pay all freight charges unless an alternate plan has been approved in writing by both parties. In all cases, the Buyer owns the goods in transit and files all claims for loss and damage.
Quotation: All quotations are offered for acceptance within thirty days from the date hereof (unless otherwise stated), but is subject to change without notice at any time before orders are accepted by us. Your order for the castings quoted herein, when accepted by us, constitutes an acceptance of all the terms hereof.
If your order as accepted by us contains printed, stamped, or other provisions inconsistent with the terms of the quotation, the provisions of this quotation shall control unless otherwise specifically stated in writing by us. The entire contract between us consists only of this quotation and our acceptance of your order. All clerical errors are subject to correction.
Insurance: Niagara Investment Castings Ltd. is not responsible for loss of or damage to your dies, jigs, or fixtures by fire or other casualties beyond our control. It is the responsibility of the Purchaser to carry those forms of insurance coverage it deems necessary.
Proprietary Rights: Niagara Investment Castings Ltd. and Purchaser will respect and protect each other’s intellectual property and shall not disclose the same to any third party except as needed to complete the order and then only if that third party has agreed to respect and protect that property. If intellectual property was developed by collaboration between Niagara Investment Castings Ltd. and Purchaser, then the intellectual property regarding the production process is the property of Niagara Investment Castings Ltd., and the intellectual property concerning the form and function of the product is the property of Purchaser. Anything learned by Niagara Investment Castings Ltd. or Purchaser from a third party other than through breach of this agreement is not intellectual property nor is anything in the public domain.
Law: This agreement shall be governed by the laws of the Province of Ontario, Canada.
Standard Purchase Order Terms and Conditions
The following Terms and Conditions for all purchase orders made between the Purchaser and Niagara Investment Castings Ltd. shall apply at minimum. These Terms and Conditions are in addition to any other Terms and Conditions detailed in any quotation, order acknowledgement, or other documentation shared with the Purchaser in the transaction of the purchase. If any or all of these terms are not addressed in the Purchase Order, the NIC standard Terms and Conditions will apply:
- Requirements for approval of product, procedures, processes and equipment,
- Requirement for qualification of personnel,
- Quality management system requirements,
- The identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data,
- Requirements for design, test, inspection, verification (including production process verification), use of statistical techniques for product acceptance, and related instructions for acceptance by the organization, and as applicable critical items including key characteristics,
- Requirements for test specimens (e.g. production method, number, storage conditions) for design approval, inspection/verification, investigation or auditing,
- Requirements regarding the need for the supplier to
- Notify Niagara Investment Castings Ltd. of nonconforming product,
Obtain Niagara Investment Castings Ltd. approval for nonconforming product disposition, - Notify the organization of changes in product and/or process, changes of suppliers, changes of manufacturing facility location or work transfers and, where required, obtain Niagara Investment Castings Ltd. approval,
- The supplier shall ensure that the counterfeit part prevention process includes a mechanism for reporting counterfeit parts to the organization’s purchasing representative within 3 working days of it being confirmed,
- Flow down to the supply chain the applicable requirements including customer requirements,
- Notify Niagara Investment Castings Ltd. of nonconforming product,
- Record retention for 7 years, and
- Right of access by Niagara Investment Castings Ltd., our customer and regulatory authorities to the applicable areal of all facilities, at any level of the supply chain, involved in the order and to all applicable records. The supplier shall ensure the adequacy of specified purchase requirements prior to their communication to their suppliers.