Exclusive and Entire: The following Terms and Conditions of Sale are intended by the parties to govern the purchases of tooling, jigs, fixtures, equipment, parts or service from 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.
Terms: All accounts are payable net 30 days. On overdue accounts interest will be charged at the rate of 2% per month over 60 days.
Taxes: The prices do not include GST, HST, or any state/provincial/federal or local sales, duties, use, excise, or similar taxes. Any such taxes that apply will be added to our invoice as a separate item.
Tooling: Tooling shall be paid for by the Purchaser, title for which shall be held by Purchaser after payment. Tooling will remain in our possession and control for your exclusive use only, 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.
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. Production quantities shipped per your request prior to sample approval are your responsibility.
Delivery: DP Cast 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.
Guarantee: DP Cast guarantee that our castings will meet specifications we have accepted and will be free from defects due to poor workmanship and defective material. DP Cast is not responsible for internal defects which can be detected by specifying the appropriate inspection method, 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 30 days of invoice date. No claim for labor or damages will be allowed. 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. We are ready at all times to 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. 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. The alloys specified and approved by you in this sale will be used unless otherwise instructed.
Over/Under Shipments: Since it is impossible to determine in advance the number of castings rejected by our inspectors, DP Cast reserve the right to ship you ten percent (10%) over or under the quantity of castings you order.
Patents: It is understood that Purchaser will assume full responsibility and hold DP Cast 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.
Insurance: DP Cast 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: DP Cast 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 DP Cast and Purchaser, then the intellectual property regarding the production process is the property of DP Cast, and the intellectual property concerning the form and function of the product is the property of Purchaser. Anything learned by DP Cast or Purchaser from a third party other than through breach of this agreement is not intellectual property nor is anything in the public domain.
FOB Shipping Point Terms: All castings are shipped FOB shipping point which is defined as the point at which title of goods transfers to the Buyer. Seller may or may not pay freight charges in this instance. In all cases, the Buyer bears the freight charges, owns the goods in transit and files all claims for loss and damage.
Defective Castings: DP Cast will allow the Purchaser a credit for defective castings only if permitted by DP Cast’s Quality Manager, such permission to be not unreasonably withheld. To achieve such permission, the Purchaser shall first send a report to DP Cast’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. DP Cast’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 DP Cast Quality Manager may ask that the castings be returned to DP Cast 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 DP Cast 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. DP Cast will examine the castings forthwith and the DP Cast Quality Manager will, in writing, either accept or deny the claim. In the event of denial he shall set out the reasons, and DP Cast will retain the castings until the matter is resolved.
Unauthorized Returns – No RMA: DP Cast 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 DP Cast for freight returned without authorization will be invoiced to the Purchaser.
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.
Law: This agreement shall be governed by the laws of the Province of Ontario, Canada.
The following Terms and Conditions for all purchase orders made by Designed Precision Castings Inc. (“DP Cast”) shall apply:
a) Requirements for approval of product, procedures, processes and equipment,
b) Requirement for qualification of personnel,
c) Quality management system requirements,
d) The identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data,
e) 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,
f) Requirements for test specimens (e.g. production method, number, storage conditions) for design approval, inspection/verification, investigation or auditing,
g) Requirements regarding the need for the supplier to
- Notify DP Cast of nonconforming product,
- Obtain DP Cast approval for nonconforming product disposition,
- Notify the organization of changes in product and/or process, changes of suppliers, changes of manufacturing facility location and, where required, obtain DP Cast approval, and
- Flow down to the supply chain the applicable requirements including customer requirements,
h) Record retention for 11 years, and
i) Right of access by DP Cast, 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.
All purchase orders, including any attachments, is company private, and may contain PROPRIETARY or LEGALLY PRIVILEGED information. If you are not the intended recipient, you are hereby notified that any use, disclosure, copying, or distribution of this message or any of the information included in it is unauthorized and strictly prohibited. If you have received this message in error, please immediately notify the sender by reply email address and permanently delete this message and its attachments, along with any copies thereof.
CONFIDENTIALITY NOTICE: All purchase orders and any attachments are for the sole use of the intended recipient and may contain material that is proprietary, confidential, privileged or otherwise legally protected or restricted under applicable government laws. Any review, disclosure, distributing or other use without expressed permission of the sender is strictly prohibited. If you are not the intended recipient, please contact the sender and delete all copies without reading, printing, or saving.