Conditions of Sale

CONDITIONS OF SALE
Unless otherwise agreed in writing, these conditions constitute the only conditions upon which Magnatech International Inc., (“the Company”) or any Company which it controls is willing to supply the goods specified (“goods”) and / or services specified (work) and (except as aforesaid) prevail over any conditions which a Customer may purport to impose which said other conditions shall not apply save (if at all) as may be expressly incorporated herein. No modifications of these conditions shall be binding upon the Company unless such modifications shall first have been specifically authorized in writing by the President of the Company or by the Director of Sales & Marketing.
1. A quotation is not an offer and can be withdrawn without notice. Any order given in respect of a quotation is not binding on the Company until
accepted in writing. The quotation price quoted is valid for a period of thirty days from the date of the quotation and may thereafter be subject to
review as set out in Condition 5 below. No accepted orders or other contracts can be cancelled or varied by the Customer without the prior
consent of the Company.
2. The Company is always willing to place the services of their technical staff at the disposal of Customers seeking advice about any part of a
plant or scheme not provided by the Company, but any such advice given by the representatives of the Company (whether oral or in writing) or
in the form of drawings is given without acceptance of responsibility on the part of the Company or its employees.
(a) In respect of all sales prices quoted are net ex-works, unless otherwise stated, and accounts are due for payment within thirty days
following the date of the invoice, unless otherwise stated. All prices are subject to the addition of the gross amount of any import duty, export duty,
excise duty, foreign tax or any other tax or levy imposed on the Company or the Customer as a result of the sale of goods or provision of the work
hereunder appropriate at the prevailing rate. If payment is in arrear the Company has the right to withhold any further deliveries and / or to charge
interest on all overdue balances. Interest shall accumulate on a daily basis as from the due date of payment at the annual rate of eighteen percent
(18%) both before and after in the event of any amounts not being paid on due date, the Company reserves the right (any previous waiver
notwithstanding) to withhold any further deliveries of goods (whether under the same or any other Contract) until all arrears of payment have been
settled and / or to require payment in full in advance for any further goods before making any deliveries of such goods. If for any reason, the
Company is unable to dispatch the goods in the ordinary course of business by virtue of the Customers default payment, the goods in full shall
become due and payable by such date or dates as would have been appropriate under these provisions if there had been no delay or default by
the Customer. Notwithstanding the foregoing, the Company at any time before or after acceptance of an order, may require the Customer to
forthwith pay to the Company a non-refundable deposit of not more than thirty percent of the contract price. In the event of the Customer failing to
pay the said deposit, the Company shall have the right by notice to the Customer to consider itself discharged from its antecedent breach on the
part of the Customer.
(b) In the case of foreign sales the Company may, as a condition of accepting any order, require the Customer to open irrevocable letters
of credit with a Bank previously approved in writing by the Company and the Company shall not be obliged to continue with the order until
the said irrevocable letter of credit has been confirmed by the Company’s bank.
3. The Company shall be entitled to increase any contract price in the event of increases occurring after the date of quotation (if any); and, if not of contract, in the cost of labor, materials, or transport of all goods whether the subject of specific quotations or not may be charged for all the Company’s prices in force at the date of dispatch. If any delay or expense is caused by the Company through lack of changes in or faulty instructions from the Customer, the Company shall be entitled to increase prices to cover the cost or losses the Company thereby incurred.
(a) Upon delivery of the goods to the Customer or if a foreign sale to carrier, whichever is the earlier, the risk shall pass, but it is a condition of the
sale of goods to the Customer that the Company shall remain legal owner of the goods until such time as the Customer shall have paid to the
Company the full price thereof. The Customer acknowledges that until such time, it is in possession of the goods as bailee for the Company and, if
so required, shall store the goods separately from its own goods and in such a fashion as to be readily identifiable by the Company.
(b) If the Customer makes default in punctual and regular payment of the sums due under this contract in respect of the Goods or of any
other sums due from the Customer to the Company on any account whatsoever or enter into any arrangements or composition for the benefit of its
creditors or is adjudicated bankrupt or has a receiving order made against the Customer or (being a corporation) if an order shall be made or an
effective resolution shall be passed for the closing of the Customer’s business except for the purpose of amalgamation or reconstruction, the
Company shall be entitled (but not bound) to treat itself as discharged from its obligation under this agreement and to forfeit any sum or sums paid
to it by the Customer in respect of the Goods and to recover the Goods by entry into and removal from the Customers premises by action or
otherwise prejudice to any other rights or claims which the Company may have against the Customer.
4. All goods will be delivered ex-works, unless otherwise stated by the Company, in which event –
(a) The Company shall not accept any claims for damage shortage, mis-delivery, non-delivery, or loss in transit unless notice in writing
reaches the Company, in the case of foreign sales within such times as would enable a claim to be made on the carrier or in the case of foreign sales
within thirty days of arrival or anticipated arrival of consignment at port or destination and no responsibility will be accepted by the Company for any
failure or delay on the part of the Customer to make a claim on insurance where applicable.
(b) The goods shall be delivered by such method of transport as the Company thinks fit.
(c) The due date for delivery of goods shall be such date following the date of Contract as shall be practicable and convenient to the Company
in the light of prevailing circumstances with any date or time stated by the Company for delivery being by way of estimate only and not forthcoming
a term of or obligation under any Contract although the Company will endeavor to deliver within any stated time if prevailing circumstances permit.
Unless otherwise agreed, the Company shall be entitled to deliver the goods by installments at the Company’s discretion. In the event of the Customer being unable to accept delivery when the goods are ready for dispatch, the Customer will arrange for storage at his own expense. The Company shall be entitled to make an additional charge for storage and administration costs incurred in respect of goods stored or held by the Company as result of a lack of or inadequate delivery instructions.
(d) Should the Company or its suppliers or subcontractors be prevented from delivering or carrying out work or the Customer be prevented
from accepting the delivery or carrying out work by reason of any industrial dispute, fire, breakdown, world-wide shortage of raw materials, official
acts of government authority, or other circumstances beyond complete control, the time for delivery or carrying out of work shall be extended for a
reasonable period having regard to the effect of any such event.
(e) In the case of foreign sales and where shown to be FOB then in addition to the foregoing sub-clause of this clause (i) the Company shall
pack and prepare for carriage the goods to such standards as it shall deem necessary (ii) and shall not be liable for any direct or consequential
loss therefrom. The Company shall not be required to arrange insurance on behalf of the Customer.
5. If the Contract provides for delivery by installments. The non-delivery or delay in delivery of any installments shall not effect the validity of the
Contract or entitle the Customer to rescind the same or to refuse subsequent deliveries.
6. No orders may be cancelled in whole or part by the Customer without the written consent of the Company.
7. The Customer shall be responsible for obtaining any import licensees and complying with all regulations governing the admission of the goods
into the country of destination and for payment of all custom duties, port dues and other charges, unless otherwise stated.
8. The Customer shall indemnify the Company against all claims, demands, damages, penalties, costs and expenses for which the Company might
become liable by reason of the infringement of any letters, patent registered designs, trademark, copyright (including design copyright), or any other
industrial property right, arising out of the performance of the contract.
9. All goods are supplied on the express condition that the Customer satisfies itself by testing and / or specialists advising or carrying out
appropriate research development and preliminary trials that the goods possess all the appropriate qualities required by the Customer and are
free from substances or effects which will be detrimental to the Customers requirements and all conditions and warranties (whether expressed,
implied or statutory) that the goods (or their size, shape, capacity, performance, or strength quality or other features) are fit and suitable for the
purpose for which the Customer requires them.
10. Unless otherwise agreed in writing, the Company’s liability in respect of any defect, inadequacy, or failure in or of the goods supplied or for any loss, injury, or damage attributable thereto is limited to making good (by replacement or repair of the goods at the Company’s option) any significant defects which =
(a) Under reasonable and proper use appear therein within a period of one calendar month after the goods shall have been dispatched
(goods dispatched by installments or under successive contracts being deemed to be used by the Customer in the order in which the same are
supplied) or shorter period as may be expressly agreed and
(b) Are notified to the Company within seven days from discovery by the Customer and
(c) Are solely or principally due to defective material or workmanship or alternatively (at the Company’s option) to repay the full purchase price paid for such goods (or to allow a credit if the price shall not have been paid), the Company shall not be under any liability in respect of goods which have
been subjected to any further fabrication process or treatment before any claim is received by the Company unless the Customer could not
reasonably have detected the defect before the commencement of any such operation. The Company shall not in any circumstances whatsoever be
liable for consequential or associated loss or damage whether or not the same, arising out of the goods supplied or any defect in the same or in the
use made of such goods or a failure to supply or delay in the supply of such goods or otherwise. Without prejudice to the generality of the foregoing
(or any other provision of these conditions) the Company shall not be under any liability whatsoever in respect of any default under any provision of
this Contract other than a liability to make repayment (or allow credit) for the whole (or part as appropriate) of the purchase price of the goods in
question, except that in the case of a default attributable either principally or in significant part to the negligence of the Company then the Company
shall pay to the Customer by way of compensation such an amount as is necessary to recoup the Customer for any financial damage suffered up to
but not exceeding the purchase price of the goods in addition to making repayment (or allowing credit) in respect of such purchase price in the event that such repayment or credit shall not constitute sufficient compensation.
11. Conditions not specifically stated herein shall be governed by established trade customs. Terms inconsistent with those stated herein, which
may appear on the Purchaser’s formal order, will not be binding on the Seller.