1. Contract:  These Terms and Conditions shall solely govern the sale (“Transaction”) between JVC Precision Limited (“JVC”) and the purchaser (the “Buyer”) of the goods and/or services specified in the quotation (the “Work” or “Purchase Order” to which these Terms and Conditions are attached to the Transaction”). The Buyer’s issuance of a purchase order or other agreement to proceed with the Transaction following receipt of the quotation to which these Terms and Conditions are attached shall be conclusive evidence of the Buyer’s acceptance of these Terms and Conditions, whether or not the Buyer submits its own terms and conditions as part of such acceptance or otherwise as part of the Transaction. Upon such acceptance, the Transaction shall be governed by these Terms and Conditions to the exclusion of all other documents relating to the Transaction.

2. Quotes and Delays/Force Majeure:  Quoted prices are as specified on the quote within the stated quote validity period. Any unexpected delays caused by the Buyer will impact the completion/delivery of the Work, and JVC is not liable for any such delays. JVC will not be liable for any delay in performance due to war, embargoes, riots, fires, floods, accidents, mill conditions, strikes, differences with workmen, shortage of transportation fuel, labor, or materials, acts of God, border, shutdowns/lockouts, acts of governmental authorities or any cause beyond the reasonable control of JVC.

3. Quality Assurance:  Non-Conformance Reports (NCRs) must be reported to JVC’s Quality Assurance department within 5 business days of shipping. No Work shall be returned without JVC’s prior consent in writing. JVC will furnish instructions for disposition of rejected work. To be allowable, claims of error in the number of pieces must be made in writing within 48 hours after receipt of the Work by the Buyer. .  JVC shall not be responsible or liable to the Buyer or others in any manner whatsoever for the service behavior of any machinery or equipment or parts unless such is designed in its entirety and manufactured by JVC and then only to the extent described in the specifications hereof and in these Terms and Conditions.

4. Delivery and Risk:  All means of pick-up, delivery, transportation, and/or routing shall be determined by JVC, unless otherwise specified and agreed to. In the event a delivered price is quoted and unless otherwise provided herein, JVC shall not be responsible for additional costs associated with switching, spotting, handling, storage, demurrage, or any other transportation or accessorial service, nor for any charges incurred therefore, unless such charges are included in the applicable rate from shipping point to destination. The Buyer assumes all risk for any Work at the time of delivery of the work to the transportation company, and JVC  disclaims all liability with respect to the handling of any Work thereafter. JVC disclaims all liability associated with the Buyer’s physical presence on JVC’s property, including but not limited to if the Buyer is on JVC’s property in-order to pick up any work.

5. Remedies and Limitation of Liability:  JVC’s, liability in respect of material furnished shall be limited to making replacements or repairs of the Work as described hereinabove. The Buyer’s sole and exclusive remedy against JVC, shall be to obtain such replacements or repairs. Notwithstanding anything to the contrary in these Terms and Conditions or elsewhere, JVC shall not be liable for any indirect, consequential, incidental, special, punitive, exemplary or liquidated damages arising in any way in relation to the Transaction or these Terms and Conditions, whether suffered or incurred by the Buyer or any third party, and the total aggregate liability of JVC arising in any way in relation to the Transaction, whether arising in contract, tort, strict liability, warranty or any other theory, shall be limited to the purchase price paid by the Buyer as part of the Transaction. JVC shall not be liable for any liquidated damages or penalties in relation to the Transaction, including, without limitation, for the failure to meet any scheduled milestone dates.

6. Terms of Payment:   Net 30 on approved credit, receipt of all invoices as otherwise specified in writing. JVC retains all of its lien rights with respect to the Transaction.  In the event of late fees, non-sufficient funds (NSF) the customer agrees to pay $50.00 for each occurrence.  This is in addition to the interest charges incurred at 2% per month and 24% annually.

7. Credit Approval:   COD payments on all new customer orders.  Shipments and deliveries will be at the discretion of JVC’s review of the Buyer’s credit risk and payment history.

8. Amendment and Cancellation:     The Buyer may cancel a purchase order within 5 days of receipt of such purchase order or up to the date JVC commences work under the purchase order, whichever is earlier, otherwise the Buyer is liable for the full amount of such order. If at the time of cancellation, no work has been executed but the material has been ordered the Buyer will compensate JVC for said material at the paid invoice price plus an administration fee of 20%.

9. Waiver/Severability: Waiver by JVC of any of these Terms and conditions shall not constitute a waiver of any other of these Terms and Conditions. If any provision of these Terms and Conditions is held to be void or unenforceable such provision shall be severed here from and the remainder of these Terms and Conditions shall remain operative and binding on the parties.

10. Governing Laws:  The Transaction and these Terms and Conditions shall be governed by the laws of the Province of Ontario.