1109 - 4416 64 th Ave SE Calgary AB T2C 2B3
403-236-7575
1109 - 4416 64 th Ave SE Calgary AB T2C 2B3
403-236-7575
These General Terms and Conditions of Sale, including any appendices, exhibits, or schedules attached hereto (collectively, the “Terms”), govern the provision of goods and/or services (the “Work”) by Metro Machine Works Ltd. (the “Supplier”) to the customer (the “Buyer”) (collectively, the “Transaction”). Buyer’s issuance of a purchase order or other document indicating intent to proceed (an “Order”) constitutes acceptance of these Terms, notwithstanding any conflicting terms proposed by Buyer. No oral representations, promises, or agreements modify these Terms unless made in writing and signed by an authorized representative of Supplier.
Quoted pricing is valid for 30 days unless otherwise stated. Supplier may adjust pricing at any time prior to shipment due to changes in raw material costs, metal surcharges, tariffs, or other cost fluctuations. Operations not explicitly included in the Order, such as heat treating or sandblasting, are excluded. Any modifications to specifications are subject to price adjustment.
Shipping dates are estimates and may change. Supplier shall not be liable for delays or damages caused by any reason beyond its reasonable control, including but not limited to pandemics, war, strikes, accidents, supply shortages, weather, acts of government, or labor disputes. Risk of loss or damage passes to Buyer upon delivery at the agreed delivery point. Supplier may suspend obligations, extend delivery, or terminate Orders if delays exceed 60 days due to force majeure.
Buyer is responsible for all applicable taxes, tariffs, duties, or fees arising from the Transaction. If Supplier pays any such amounts, Buyer shall promptly reimburse Supplier.
Any changes to an Order, including scope, pricing, or delivery, require a written Change Order signed by both parties. Supplier is not obligated to implement changes until such Change Order is executed. Buyer bears the cost and delivery impact of any changes requested.
Supplier warrants that Work will conform to the specifications in the Order and be free from defects in
workmanship under normal use for twelve (12) months from shipment. Remedies for breach of
warranty are limited to, at Supplier’s sole discretion:
Buyer must return defective Work at its expense. Warranty is void if Work is misused, altered, installed, or maintained improperly, or repaired without Supplier’s authorization. Supplier disclaims all other warranties, including merchantability or fitness for a particular purpose.
All Work is Ex-Works unless otherwise stated. Title passes to Buyer only upon full payment. Supplier disclaims liability for Buyer’s personnel or carriers on its premises.
Supplier’s total liability shall not exceed the purchase price of the Work giving rise to any claim. Supplier is not liable for indirect, consequential, incidental, punitive, or special damages, including loss of profit or production. Buyer shall indemnify and hold Supplier harmless from all claims, damages, or liabilities arising from Buyer’s use, resale, or integration of the Work.
Payment is due within 30 days from invoice unless otherwise agreed. Supplier may require deposits or progress payments. Late payments accrue interest at the lesser of 15% per annum or the maximum legal rate, calculated daily and compounded monthly. Supplier may suspend or terminate Orders for non- payment without liability.
All Orders are subject to Supplier’s review and approval of Buyer’s creditworthiness. Supplier may require prepayment or security at any time.
Orders or Terms may not be amended or canceled except in writing signed by Supplier. Buyer is liable for all costs, including materials, labor, and cancellation expenses.
Supplier retains all Intellectual Property Rights in pre-existing and delivered Work. Buyer is granted a limited, nonexclusive, nontransferable, royalty-free license solely to use the Work as intended. Buyer may not reverse engineer, copy, or reproduce Work except as necessary for its intended use. Buyer shall notify and cooperate with Supplier regarding any IP claims.
Buyer shall keep all technical data, drawings, specifications, pricing, and proprietary information confidential and use it only to facilitate the Transaction.
Failure to enforce any Term does not constitute a waiver of other Terms. Invalid provisions shall be severed without affecting the remainder.
Buyer may not assign or subcontract any Order without Supplier’s prior written consent.
These Terms and the Transaction are governed by the laws of the Province of Alberta, Canada. Any dispute shall be subject to the exclusive jurisdiction of the courts of Alberta. Parties agree to first attempt resolution through mediation before initiating litigation.
Orders, invoices, and notices delivered electronically (including email or electronic document exchange) are valid and binding.