Matrix Terms and Conditions of Sale
CONTROLLING PROVISIONS - These terms and conditions shall supersede any provisions, terms and conditions contained on any confirmation order, or other writing the Buyer may give or receive, and the rights of the parties shall be governed exclusively by the provisions, terms, and conditions hereof and by the laws of the Province of Ontario. These terms and conditions cannot be changed or modified without the prior written consent of Matrix Marketing Concepts Inc. hereafter referred to as matrix.
TERMS - Unless otherwise authorized in writing signed by matrix, credit terms shall be net 30. All items will be invoiced either upon completion or upon delivery. The total amount is due and payable whether items are shipped or warehoused. If partial shipments are made before completion of the total order, the quantities shipped will be invoiced at the time of shipment. Interest will be charged on overdue accounts at the rate of 2% per month. Prior credit approval is a condition of all estimates.
QUOTATIONS & PRICES - Prices are subject to change without notice, and orders calling for future shipment will be billed according to the price in effect at the time of shipment. Written quotations automatically expire 30 calendar days from the date issued and are subject to termination by notice within that period.
TAXES - Prices on the products specified herein are exclusive of all taxes. Wherever applicable, such taxes will be identified on the invoice as a separate charge to be paid by the Buyer.
QUANTITIES – All orders shall be subject to +/- 5% unless otherwise stated on the estimate.
TOOLS - Charges for tooling and dies indicated on the face hereof are net and payable upon delivery and approval of tool-made samples. All tools and dies shall remain the property of matrix unless otherwise stated.
CANCELLATION - Any order once placed with and accepted by matrix can be cancelled only with written consent from matrix and upon terms that will indemnify matrix against loss.
DEVELOPMENT OF INSTRUCTION SHEETS, ARTWORK AND PRINTING DIES - Unless expressly stated in the quotation all costs associated with the manipulation and preparation of Buyer supplier artwork is not included in the quotation. Buyer furnished materials such as card signs, literature to be packed by matrix must be collated, wrapped individually, received in a timely fashion from receipt of order and buyer will be charged with any additional associated handling costs not expressly stated in the quotation.
DELAYS - Matrix will not be liable for any delay in the performance of orders or contracts, or in the delivery or shipment of goods, or for any damages suffered by the Buyer by reason of such delay, when such delay in any manner is beyond reasonable control of matrix.
SHIPPING - All prices are quoted F.O.B. matrix warehouse.
WAREHOUSING – All storage and warehousing of client materials of any kind shall always be quoted separately and not included in any estimates.
WARRANTY- Matrix warrants the articles supplied here under to be free from defect in material and workmanship. No other warranty, expressed, implied, or by operation of law, shall exist; all such warranties being waived by the Buyer. The extent of any claim under warranty or product liability shall not exceed the sales price of the individual item.
PRODUCTION STANDARDS – Production is based on matching a sample, client approved prototype, or first article manufactured by matrix. If the customer supplies a display for matrix to produce, matrix will produce a sample to match during production which must then be approved by the client. Matrix agrees to match the quality and tolerances, within industry standards, of the sample in production. It is the buyer’s obligation to verify the sample for fitness and conformance to the buyer’s intended use. It is the buyer’s obligation to approve the sample prior to authorizing matrix to begin production. Matrix cannot be held responsible for Buyer’s or third party supplied designs , fitness for use or compatibility with component parts not supplied by matrix, unless such issues are expressly stated in the customer’s purchase order or otherwise agreed to in writing signed by matrix. Production articles matching the sample shall be deemed conforming for all purposes.
HOLD HARMLESS - Buyer agrees to indemnify and hold harmless matrix for any and all actions, causes of action, claims, demands or litigation that allegedly arise out of the items manufactured, produced, or sold by matrix. Said indemnification and hold harmless agreement shall apply to, but not be limited to, any claims by third parties for personal injury, property damage, lost business, lost profits, costs and/or attorney’s fees which allegedly relate to the items produced. The buyer shall indemnify matrix for any resulting settlement, judgment, cost, and attorney’s fees paid or incurred.
CLAIMS - All claims by the Buyer for defects in product or workmanship will be deemed waived if not presented within fourteen (14) days after Buyer’s receipt of shipment. No credit will be allowed to the Buyer for the return of any product, defective or otherwise, until matrix issues an authorization for return of same. Matrix reserves the right to inspect the defects claimed at the Buyer’s place of business prior to issuing such authorization. Defective product not conforming to specifications so returned shall be replaced or repaired, or in lieu of such replacement or repair, matrix may, at its discretion, refund the purchase price applicable to such product. Matrix shall not be responsible for any damage or loss resulting from improper assembly of matrix products or for the use of matrix products for purposes other than those for which the products are designed.
CONFIDENTIAL INFORMATION - All information, including but not limited to design details and specifications set forth in the accompanying quotation, and in any other associated drawings, specifications, prototypes , samples or other documents or things previously or herewith provided, are proprietary and confidential information which is the sole property of matrix marketing concepts inc. Reproduction in whole or in part, or use of the information contained in any of such documents, without the express written consent of matrix marketing concepts inc. is prohibited. Buyer agrees that none of said information, including any of said documents, shall be disclosed to any third party.
MATRIX RIGHTS AND REMEDIES - Matrix shall have the right anytime, and from time to time, for credit reasons or because of Buyer’s default, to withhold shipments, in whole or in part, and to recall goods in transit, retake same, and repossess all good s that may be stored with matrix for Buyer’s account, without the necessity of any other proceeding. If Buyer defaults, Buyer will be liable to matrix for all such fees and expenses incurred by matrix, including attorneys’ fees and expenses.