Terms of Sale

1. Deadline: This quotation and all pricing contained herein is valid for 30 days from the date written above. Should the Customer wish to proceed with the purchase of the goods herein specified at a date that is after 30 days from the date of this quotation, NCS has the right to decline such order or to re-quote the order at its then-current prices. In the event that the customer only places a partial order, NCS has the right to decline such order or to re-quote the order. All goods quoted are subject to prior sale.

2. Bill of Material: This quotation is based on the Bill of Material prepared by NCS or NCS’s suppliers that accompanies this quotation and this quotation is limited by the Bill of Material. NCS assumes no responsibility for the accuracy of the plans and/or specifications provided to it by the Customer on which the Bill of Material was based. NCS assumes no responsibility and makes no representations, warranties, conditions, agreements or guarantees regarding the purpose, suitability or intended use of the goods included in the Bill of Material that forms part of the plans and/or specifications nor for the accuracy of the Bill of Material. It is the responsibility of the Customer to ensure that the goods quoted herein and the Bill of Material meet any specifications required by the Customer. NCS reserves the right to amend this quotation for clerical, accounting and other errors, and any such amendments will become incorporated into this quotation.

3. Taxes: Unless otherwise noted, all prices quoted exclude Goods and Services Tax and Provincial Sales Tax. In addition to the price specified herein, the Purchaser shall pay the amount of any present or future GST, PST, HST or other sales or excise tax applicable to the sale of the goods herein specified.

4. Payment: All payments shall be made 30 days from the invoice date. All shipments shall be subject to approval of the credit department prior to each shipment. Overdue accounts are subject to 1.5% administration charge per month (18% per annum). NCS has the right to withhold delivery of all or part of the goods ordered if the Customer does not comply with the above terms of payment. NCS may also alter the terms of payment if NCS, in its sole discretion, feels the Customer’s financial condition has changed, including requiring the Customer to pay in whole or in part prior to shipment. The Customer shall not withhold payment for any reason, including, without limitation, for partial shipments or delayed delivery.

5. Freight and storage: Unless otherwise specified, all transportation, storage and related expenses shall be charged to the Customer’s account and shall be in addition to the price specified herein. NCS shall not be responsible for any goods damaged in transit and it is the responsibility of the Customer to arrange for all necessary insurance to cover for damages due to shipping, delay, theft, fire or other loss to the goods.

6. Delays: Shipping and delivery dates are estimates only and are not guaranteed. NCS assumes no liability whatsoever, for any reason, or any damages, including, without limitation, direct, indirect, incidental, financial, consequential or special damages, which may result from any delay in the delivery or failure to fill the quoted goods.

7. Cancellation: Orders placed with NCS cannot be cancelled by the Customer without the prior written consent of NCS. The Customer agrees to indemnify NCS against all direct and indirect losses arising from any cancellation of an order placed pursuant to this quotation.

8. Returns: NCS will not accept the return of any goods, for any reason, unless the Customer has prior written approval and unless all conditions placed on the return of goods have been met. NCS reserves the right to charge the Customer restocking fees and the Customer agrees to indemnify NCS against all direct and indirect costs and losses arising from any such return.

9. Title: Title to all goods sold or delivered by (or on behalf of) NCS shall remain with NCS until such goods have been fully paid for and the Customer hereby grants to NCS a continuing security interest and purchase money security interest in all such goods and their proceeds to secure payment by the Customer of its obligations to NCS.

10. Notice in writing: If the Customer receives damaged goods or goods short shipped, the Customer must provide written notice with sufficient detail to NCS and the carrier within 7 days of receipt of the goods. The Customer must also arrange for an inspection report to be prepared by a representative of the carrier and such report must be provided to NCS within the same 7 day period. If the Customer does not provide the required notice above, the goods shall be deemed to be delivered and in satisfactory condition. The Customer shall ensure that the goods are received in good condition prior to signing the carrier’s packing list or waybill, as the case may be. Should the Customer wish to dispute any errors on an invoice, it must do so within 30 days of the date of the invoice.

11. Warranty: NCS MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS, AGREEMENTS OR GUARANTEES OF ANY KIND OR NATURE, EXPRESSED OR IMPLIED (BY STATUTE OR OTHERWISE) WITH REGARDS TO THE QUOTED GOODS HEREIN, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS, WARRANTIES, CONDITIONS, AGREEMENTS OR GUARANTEES THAT THE GOODS ARE OF MERCHANTABLE QUALITY, ARE SUITABLE OR FIT FOR THEIR INTENDED PURPOSE, ARE FREE FROM DEFECTS, WILL PERFORM AS SPECIFIED OR DO NOT INFRINGE ANY INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL NCS BE LIABLE TO THE CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, FINANCIAL, CONSEQUENTIAL OR SPECIAL DAMAGES FOR DEFECTIVE GOODS OR FOR FAILURE OF ANY GOODS NOT CONFORMING TO THEIR SPECIFICATIONS, EITHER DUE TO NCS’S OWN NEGLIGENCE OR OTHERWISE. THE CUSTOMER’S SOLE CLAIM(S) SHALL BE LIMITED TO THE WARRANTY PROVIDED BY THE MANUFACTURER, IF ANY, AND NCS SHALL ASSIGN TO THE CUSTOMER ANY SUCH MANUFACTURER’S WARRANTIES TO THE EXTENT PERMITTED BY LAW.

12. Reels: Where wire is shipped on returnable reels, the reels shall be billed as a separate line item on the same invoice as the wire. Reels shall be returned prepaid to the selling NCS location. The original invoice number for the returnable reel must be referenced at the time of the return. Credit shall only be issued if the returnable reels are returned in the manner above and in good condition.

13. Standards: NCS makes no guarantees that the goods will meet any standards imposed by any regulatory body. Costs to bring the goods up to any such standard(s), including but not limited to “CSA” and “ULC” approvals, will be borne solely by the Customer.

14. Modifications: The terms and conditions on any purchase order submitted by the Customer at any time are null and void and of no legal effect other than with respect to the identify of and quantity of goods being purchased. Any term or condition not contained in this quotation (including, without limitation, any terms or condition contained in any accepted purchase order or other document provided or submitted by the Customer to NCS) shall not be binding on NCS. Any changes or modifications to the foregoing terms and conditions shall not be binding on NCS unless such changes or modifications are in writing, specifically state that they are amending or modifying this Agreement and are approved by NCS.

15. Governing Law: This Agreement, including any changes or modifications, shall be governed by the laws of the Province in which NCS’s location that made the sale is located and this Agreement, together with any Credit Application signed by the Customer shall constitute the entire agreement and understanding between the Customer and NCS. In the event of any conflict between the terms and conditions of this Agreement and any Credit Application, the terms and conditions of this Agreement shall prevail. Any action commenced by either NCS or the Customer arising out of the purchase and sale of the goods covered herein, shall be commenced in the city of NCS’s choosing. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this transaction.