Terms & Conditions

GENERAL TERMS AND CONDITIONS OF SALE


Agescan International Inc.

(“Seller”)

 

1. Scope and Application

1.1 These General Terms and Conditions (“Terms”) apply to all quotations, sales, and deliveries of goods and services by Seller.
1.2 Any terms proposed by the Buyer that differ from or add to these Terms are rejected unless expressly agreed in writing by Seller.
1.3 These Terms prevail over any purchase order or other Buyer documents unless otherwise agreed.

2. Products

2.1 Products include tungsten, tungsten alloys, tungsten carbide, and related specialty materials and components manufactured or supplied by Seller.
2.2 All products are supplied in accordance with applicable industry standards (e.g., ASTM, ISO) unless otherwise specified.
2.3 Seller reserves the right to make reasonable changes in product specifications that do not materially affect performance.

3. Quotations and Orders

3.1 Quotations are valid for 30 days unless otherwise stated.

3.2 Orders are subject to written acceptance by Seller.

3.3 Once accepted by Seller, a purchase order may not be cancelled or modified after procurement of raw materials has commenced or production has started. Any request for cancellation, modification, or refund after such time shall be subject to Seller’s prior written consent and shall be handled through mutual negotiation between Buyer and Seller.

4. Pricing

4.1 Prices are quoted in USD or CAD unless otherwise stated.
4.2 Prices exclude taxes, duties, tariffs, packaging, insurance, and freight unless explicitly included.
4.3 Seller reserves the right to revise quoted prices at any time prior to acceptance of a purchase order and receipt of the applicable prepayment, including but not limited to the following reasons,
  • Raw material cost fluctuations
  • Currency exchange variations
  • Changes in regulatory, trade, or export conditions.
Price shall be locked only after Seller’s acceptance of the purchase order and receipt of the required prepayment.

5. Payment Terms

5.1 Standard payment terms:
Advance payment, or Net 30 days from invoice date (subject to credit approval)

5.2 Late payments are subject to:
Interest at 1.5% per month (or maximum allowed by law)
5.3 Buyer shall not withhold payment due to disputes unless agreed.

6. Delivery and Incoterms

6.1 Delivery terms shall be in accordance with Incoterms® 2020 (e.g., EXW, FOB, CIF).
6.2 Any delivery date provided by Seller is an estimate only, based on Seller’s best assessment of production lead time and transportation time, and shall not constitute a guarantee. Seller shall use commercially reasonable efforts to notify Buyer of any material update to the estimated delivery date.

6.3 Seller shall not be liable for any delay in delivery or failure to perform caused by circumstances beyond Seller’s reasonable control, including but not limited to force majeure events, raw material shortages or unavailability, transportation or logistics interruptions, port congestion, acts of government, changes in export or import regulations, customs delays, labor disputes, epidemics, war, sanctions, or other similar events.

6.4 Shipping in batches is permitted unless otherwise agreed.

7. Title and Risk

7.1 Risk of loss transfers to Buyer per agreed Incoterm.
7.2 Title to the goods shall transfer from Seller to Buyer in accordance with the agreed Incoterm, unless otherwise expressly agreed in writing. Notwithstanding the foregoing, Seller reserves the right to retain a security interest in the goods until full payment has been received, to the extent permitted by applicable law.

7.3 Buyer agrees to cooperate in registering any security interest if required.

8. Inspection and Acceptance

8.1 Buyer shall inspect goods within 10 business days of receipt.
8.2 Any claims for shortage, defect, or non-conformity must be submitted in writing within this period.
8.3 Failure to notify Seller constitutes acceptance of goods.

9. Warranty

9.1 Seller warrants that products:
  • Conform to agreed specifications
  • Are free from defects in material and workmanship

9.2 Seller’s obligation is limited to:
  • Repair
  • Replacement
  • Credit (at Seller’s discretion)

9.3 Warranty excludes:
  • Normal wear and tear
  • Improper use or storage
  • Unauthorized modification or machining

10. Limitation of Liability

10.1 Seller shall not be liable for:
  • Indirect, incidental, or consequential damages
  • Loss of profit, production, or business

10.2 Seller’s total liability shall not exceed the purchase price of the goods in question.

11. Force Majeure

11.1 Seller shall not be liable for failure or delay due to events beyond reasonable control, including:
  • Natural disasters
  • War, sanctions, export controls
  • Labor disputes
  • Raw material shortages
11.2 Delivery timelines shall be extended accordingly.

12. Export Control and Compliance

12.1 Buyer shall comply with all applicable export control laws and regulations.

12.2 Buyer shall not resell or transfer products to restricted countries or entities without proper authorization.

12.3 Buyer agrees to provide all necessary documentation for export compliance.

13. Intellectual Property

13.1 Intellectual property rights shall remain with the party that originally owns or develops them. Any drawings, specifications, or technical documents provided by Buyer shall remain the property of Buyer. Any designs, drawings, specifications, or technical documents developed by Seller shall remain the property of Seller, unless otherwise agreed in writing.
13.2 Each party agrees not to reproduce, disclose, or use the other party’s drawings, designs, specifications, or technical documents except as necessary for the performance of this agreement, and shall not permit any third party to do so without the prior written consent of the owning party.

14. Confidentiality

14.1 Both parties agree to keep confidential all non-public commercial and technical information.
14.2 This obligation survives termination of the agreement.

15. Governing Law and Dispute Resolution

15.1 These Terms shall be governed by the laws of Ontario, Canada.

15.2 Any disputes shall be resolved by:
  • Good faith negotiation, followed by
  • Arbitration or courts located in Ontario

16. Miscellaneous

16.1 If any provision is invalid, the remaining provisions remain enforceable.
16.2 Failure to enforce any right shall not constitute a waiver.
16.3 These Terms constitute the entire agreement unless supplemented in writing.