Jroberts Manufacturing Inc. Terms & Conditions

Controlled Goods Program (CGP)
Transport Canada CMVSS (X97) ISO 9001 registered company

(Rev. “B” Updated 02/09/14)

1. Quote Validity:
Price is good for 30 days after the date our quote is submitted.

2. Payment Terms:
Buyer agrees to pay Jroberts Manufacturing Inc. 2% interest per month on all invoices unpaid 30 days after the agreed upon term. If Buyer defaults in payment, Buyer shall pay Jroberts Manufacturing Inc., the cost of collection including reasonable attorney fees in addition to damages. Seller has the right to withhold delivery on this and any other product due to Buyer if invoices are unpaid 30 days after the stipulated term.

3. Effect of Buyer Modifications on this Quotation:
The price and delivery terms in this quotation are subject to change if buyer wishes to change any terms of this quotation. Acceptance of Quotation by Buyer: Acceptance of this quotation by Buyer may be by any reasonable and customary communication.

4. Acceptance of Order by Jroberts Manufacturing Inc.:
Acceptance of any order issued to Jroberts Manufacturing Inc., by Buyer shall not be assumed. If Jroberts Manufacturing Inc. receives a purchase order we may indicate receipt of the document but this does not indicate our acceptance of the order. Acceptance of orders must be made in writing and must include the term “accept”.

5. Price of Materials:
This quotation is based on the present cost of materials at the time the quote was submitted. Buyer is responsible to pay for any increase in cost of materials purchased by Jroberts Manufacturing Inc.

6. No Warranties on Goods:
The goods sold to Buyer will be as described, and no other express or implied warranties are made by Jroberts Manufacturing Inc., including warranties of fitness to perform any particular function, unless expressly stated in this quotation. Buyer has furnished Jroberts Manufacturing Inc. with the drawings and specifications for the goods and Buyer is not relying on Jroberts Manufacturing Inc., to select goods or engineering designs. Therefore, Jroberts Manufacturing Inc., does not warrant that the goods are fit for any particular purpose and makes no warranty of merchantability, and buyer indemnifies and holds harmless Jroberts Manufacturing Inc., it’s officers and employees from any claims or liability arising from any use of the goods subject to a purchasing contract.

7. Raw Materials Availability:
This contract is contingent upon the availability of raw materials required for the manufacture of the goods. Jroberts Manufacturing Inc. shall not be deemed in breach of this agreement for delay in manufacture or delivery where such raw materials are unavailable. In such cases, Jroberts Manufacturing Inc., may, at its option, cancel this agreement or deliver to you its pro-rata share of production.

8. Force Majeure:
Jroberts Manufacturing Inc., will not be liable for any delay or failure in performance resulting from labor disputes, war, riot, insurrection, fire, flood, accident, storm, act of God, or other causes beyond its control, or from Jroberts Manufacturing Inc., Incorporated’s good-faith compliance with any foreign or domestic governmental law, rule, order or regulation, whether or not it later is held invalid.

9. Special Tooling:
Unless otherwise specifically provided in Jroberts Manufacturing Inc., Incorporated’s quotation, special tooling developed by Jroberts Manufacturing Inc., to complete this contract shall be the property of Jroberts Manufacturing Inc. Special tooling supplied by Buyer or special tooling developed by Jroberts Manufacturing Inc., subject to property ownership of buyer shall be maintained by Jroberts Manufacturing Inc., with reasonable care at Buyer’s risk to loss or damage arising from force majeure events, and Buyer is encouraged to provide its own insurance against such loss or damage. In the event Buyer does not claim such special tooling within two years after completion of Jroberts Manufacturing Inc.’s deliveries under this contract, then Jroberts Manufacturing Inc., shall have the right, following 30 days’ written notice to Buyer, to dispose of such special tooling without liability.

10. Buyer’s Request for Changes:
Following acceptance of this quotation, any technical changes and / or changes to quantity, delivery or other requested by Buyer shall be in writing and shall be construed as a request to renegotiate the contract without prejudice to the rights of Jroberts Manufacturing Inc. under the contract.

11. Engineering Charges:
Customer agrees to accept responsibility for any loss of production time when a machine is on hold waiting for a response from the customer, if the issue involves a customer engineering problem (such as a drawing or specification error, a document that is unclear or a drawing change). The cost of the downtime will be negotiated with the buyer but typically the charges would be the number of hours the machine is down multiplied by our current shop rate. If the response from the customer will take more than one day we reserve the right to remove the customer’s job and replace it with another job; the job will be placed on hold will need to be rescheduled out by the Buyer. When this situation occurs the customer may be asked to pay for the removal of the set-up and subsequent re-set up of the job. Set-up charges typically would be the number of hours to do the set-up multiplied by our current shop rate.

12. Cancellation by Buyer:
In the event Buyer cancels the contract following acceptance of this quotation, Buyer agrees to pay Jroberts Manufacturing Inc. the greater of: (a) 2% of the contract amount, or (b) Jroberts Manufacturing Inc.’s expenditures for raw material, tooling, labor incurred, handling and overhead, and for all work completed to date and in progress but not yet delivered to Buyer, plus a cancellation charge of 5% of the Jroberts Manufacturing Inc.’s expenditures. This is without prejudice to such other and additional rights as are available to Jroberts Manufacturing Inc. under the law. If the parts are complete at the time of cancellation then the buyer is responsible to pay Jroberts Manufacturing Inc. for these parts at the full agreed upon contract price.

13. Incidental Charges:
Any special packaging requirements, source inspection by Buyer on the premises of Jroberts Manufacturing Inc. or other requirements not expressly provided in Buyers Request for Quotation (RFQ) or Contract shall be subject to additional charges by Jroberts Manufacturing Inc.

14. Short Count:
Buyer shall be deemed to have accepted the numerical count of goods shipped unless Buyer notifies Jroberts Manufacturing Inc., in writing of any claim for short count within 48 hours after delivery to Buyer.

15. Damaged Goods:
Buyer shall report to Jroberts Manufacturing Inc., any damage found from shipping within one (1) business day of receipt of product. Nonconforming Goods: It shall be assumed that product delivered to Buyer conforms to the contract, and acceptance of such product is assumed unless Buyer notifies Jroberts Manufacturing Inc., in writing of any claim of nonconformance within five (5) business days after delivery to Buyer. Buyer will then await instructions from Jroberts Manufacturing Inc., and unless otherwise agreed to in writing by Jroberts Manufacturing Inc., Buyer assumes the full risk and expense of returning goods to Jroberts Manufacturing Inc., including but not limited to damage arising from Buyer’s improper packaging. Jroberts Manufacturing Inc., agrees to repair or replace nonconforming goods.

16. Customer Furnished Raw Material or Semi-Finished Materials:
In the event the contract requires Jroberts Manufacturing Inc., to perform work on raw material or semi-finished materials supplied by Buyer (such as castings and forgings) but not purchased by Jroberts Manufacturing Inc., from Buyer, Buyer shall supply an adequate excess to allow for machining losses. All customer furnished materials are considered the property of the Buyer at all times. If Jroberts Manufacturing Inc., scraps any such materials, it shall not be liable to Buyer for such scrapped materials. Buyer warrants that any raw or semi- finished materials shall be suitable for the operations intended to be performed by Jroberts Manufacturing Inc., and shall be free of defects in workmanship and material. If found defective during processing, Buyer shall promptly deliver suitable replacements at no charge to Jroberts Manufacturing Inc., Buyer shall pay Jroberts Manufacturing Inc. for all work performed to the time when the defect was discovered.

17. Other Indemnification:
Buyer agrees to defend at its own expense, and indemnify and hold harmless Jroberts Manufacturing Inc., from all claims of patent infringement or trade secret misappropriation arising from its performance under this contract, including damages, costs and attorney’s fees.

18. Taxes:
Prices quoted are subject to added charges levied by any government taxing authority, all of which shall be paid by Buyer.

19. Construction, Modification:
This quotation, upon acceptance, becomes the entire understanding of the parties with respect to this subject matter and supersedes all previous representations or understandings relating thereto. It may not thereafter be modified orally, but only in writing, signed by the party to be charged; and, it shall be construed in accordance with the laws of the State of California.

20. Minimum Order / Minimum Charge:
Our Minimum Order Amount is $300.00 and the Minimum Shipment amount is $200.00.

21. Expedite Policy:
When the contract stipulates that product is to be expedited, Jroberts Manufacturing Inc., will make our best effort to meet the accelerated delivery date requested by the customer. It is important to note that expedite fees help Jroberts Manufacturing Inc., to pay for overtime and other activities required to speed up the process to produce the product quicker than normal lead-time. This includes paying our vendors to expedite processing of the parts. Therefore, expedite fees will be charged by Jroberts Manufacturing Inc., and paid by Buyer regardless of the actual date the product ships to customer, unless an exception to this policy is agreed upon in writing and approved by S&H management.

22. Return Authorization:
If customer determines that product supplied by S&H should be returned due to a defect, customer must obtain a Return Materials Authorization (RMA) number from S&H prior to returning the items. All returns shall state the specific reason for such return. S&H may elect not to accept any returns that do not reference an RMA number. Customer shall be financially liable for all labor associated with our verification time that ultimately determines that the return/rejection is invalid. Customers may only return product that is defective or was not ordered on the latest “accepted” Purchase Order.

23. Orders Placed on Hold Status:
Any order received by Jroberts Manufacturing Inc., shall be placed on hold if there are any differences between our quoted price, delivery, quantity, instructions, or any other factor that was not agreed to in writing at the time of our quotation. When an order is placed on hold the Buyer shall be notified by Jroberts Manufacturing Inc., via phone, e-mail and / or fax. It is important that the Buyer understand that when an order is placed on hold, Jroberts Manufacturing Inc., will not perform any work until the discrepancy is resolved and the hold status is removed. Therefore Jroberts Manufacturing Inc., is not responsible for missed deliveries if an order is placed on hold and the buyer does not resolve the issue within a reasonable amount of time.

24. Price Escalation:
Pricing of items quoted by Jroberts Manufacturing Inc., and accepted by Customer is subject to re-negotiation if the cost of Raw Material, Purchased Components and / or Outside Processing

All product that we manufacture for you is considered Non Military (non ITAR) unless you disclose to us that it is Military / Defense products.

Acceptance of these Terms:
Buyer understands that by issuing a Purchase Order to Jroberts Manufacturing Inc. Inc., based on a quotation which specifically referenced our quotation terms and conditions, that all of the terms and conditions listed above have been accepted by the Buyer.


December 19, 2014

This Purchase Order constitutes Buyer’s offer to Seller, and becomes a binding contract on the terms and conditions set forth herein when it is accepted by the Seller either by acknowledgement or the commencement of performance hereof. No revisions of this order or any of the terms and conditions thereof shall be valid unless in writing and signed by an authorized representative of Buyer, and no condition stated by Seller in accepting or acknowledging this order shall be binding upon Buyer if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless expressly accepted in writing by Buyer. This contract contains the entire agreement of the parties, and failure of either party to enforce any of its rights hereunder shall not constitute a waiver of such rights or to any other rights hereunder.

Any manufacturing or other specifications referred to in this Purchase Order are hereby made a part of the Purchase Order. Seller warrants that all goods furnished shall conform to Buyer’s specifications where such specifications are indicated on the Purchase Order. All specifications, drawings, tools, jigs, fixtures materials or other items furnished by Buyer or the cost of which is charged against this Purchase Order shall be held strictly confidential by Seller and shall remain the property of the Buyer and must be returned to Buyer immediately upon request. Seller shall notify Buyer with a minimum of 120 days should any part, component or raw material undergo modification or change to the specification (in particular, fit, form or function) which is controlled either by the Seller or the Sellers source of supply.

Seller warrants all goods covered by this Purchase Order to be of quality, quantity, size, description and dimensions specified and free from defects, in design, materials and workmanship, including latent defects for a period of 1 year. Such warranty shall survive delivery and include workmanship of the materials, and shall not be deemed waived either by reason of Buyer’s acceptance or payment of said goods.

Seller agrees to protect, indemnify and hold Buyer harmless from and against all claims for any infringement, claimed infringement, patent, copyright, proprietary data, loss, damage or injury (including death) allegedly caused by any Product purchased under this Agreement (except in respect of any of the same resulting or arising from Products manufactured and supplied by Seller in accordance with drawings and related specifications or other items provided by or on behalf of Buyer to Seller or to the extent not caused by misuse, abuse or other fault directly attributable to Buyer or its customer,)

Seller may not assign, transfer, or subcontract this Purchase Order or any right or obligation hereunder without Buyer’s written consent.

Buyer may terminate (by written or electronic notice to Seller) the Purchase Order for its convenience in whole or in part, at any time prior to shipment. Upon receipt of such termination notice, Seller shall promptly comply with the directions contained in such notice and shall as required, a) take action necessary to terminate the work as provide in notice, minimizing costs and liabilities for the terminated work and b) continue performance of any part of the work not terminated by Buyer. Buyer and Seller shall negotiate reasonable termination charges which will be identified by Seller within 7 days of notice of termination by Buyer.

Buyer reserves the right at any time to issue a change order or amendment (written or electronic) to the Purchase Order concerning any of the following; a) specifications, drawings, and data in the Purchase Order where the items to be furnished are to be specifically manufactured for the Buyer; b) quantity; c) methods of shipments or packaging, d) place of delivery; or e) any other matters affecting this Purchase Order. No revisions of change order or amendment shall be valid unless in writing and signed by an authorized representative of Buyer. Any change in costs will be mutually agreed upon by Buyer and Seller.

Seller has and will comply with all laws and regulations of federal, provincial state and local governments, as applicable from which because of non-compliance by the Seller, liability may accrue to Buyer. Seller agrees to indemnify Buyer for any liability imposed on Buyer resulting from such non-compliance by seller.

Seller agrees to hold all information provided by Buyer , in either written or any electronic format, including but not limited to, design information, drawings, specifications, reports, requests for quotation or proposals, customer information or the like in strictest confidentiality. No dissemination of any information is permitted without explicit written consent of the Buyer.

Neither party shall be liable for damages because of delays in failure of performance required under this Agreement when such delay or failure is due to acts of God, acts of civil or military authority, fire, flood, strikes, war, epidemics, shortage of power, or other cause beyond such party’s reasonable control and without its fault or negligence, provided that such party (a) uses best efforts to promptly notify the other in advance of conditions which will result in any such delay in or failure of performance, and (b) uses best efforts to avoid or remove such conditions, and (c) immediately continue performance whenever such conditions are removed.

Payment of invoice shall not constitute acceptance of goods covered by this Purchase Order and shall be without prejudice to any and all claims of Buyer against Seller. All goods covered by the Purchase Order shall be subject to Buyer’s inspection and approval within a reasonable time after delivery. If specifications are not met, warranties are breached or the goods shall be nonconforming to this Purchase Order in any way such goods may be returned to Seller at Seller’s expense, including transportation charges for return and replacement. Buyer, in addition to its other remedies at law or hereunder, shall have the right to have rejected goods replaced, or not, at Buyers option and at the purchase price stated in the Purchase Order and also the right to accept such part of any shipment which conforms to this Purchase Order and reject any part not conforming to this Purchase Order, and to consider the Purchase Order breached to the extent of the rejected material.

Invoices shall be dated no earlier than the date of shipment or delivery of service. If applicable the discount period begins upon receipt of invoice, otherwise Buyer will pay all invoices within forty-five (45) days after receipt of invoice. All packages, invoices, correspondence, customs documentation, bills of lading, and packing slips must have the complete Purchase Order number prominently displayed and packing slips must accompany all shipments.

13. TAXES:
Unless otherwise provided herein, all prices shown on the Purchase Order are deemed to include all taxes and duties levied in respect to the goods ordered hereunder. If the Buyer is exempt from certain taxes Buyer shall provide proof upon request

Time is of the essence of all Purchase Orders. If any shipment or delivery is made which is not in all respects in accordance with the provisions of this Purchase Order or the delivery schedule, the Buyer shall be entitled to reject any shipments or deliveries not then made and cancel this Purchase Order without any liability to Buyer. Each delivery shall be accompanied by a packing slip specifying the exact quantity and description of the delivery and shall contain the Purchase Order assigned to said delivery. All applicable Customs documentation must accompany each shipment. Unless otherwise specified all shipments shall be FOB Buyer’s dock.

No charges will be allowed for boxing, crating or cartage unless otherwise stated herein. The Seller shall properly package the goods covered by the Purchase Order in order to prevent damage and the Buyer may reject items that are not properly packaged.

Seller shall provide products and services with appropriate considerations to reduced levels of toxicity, end of life disposal, shipping efficiencies and the overall environmental impact. All products and services supplied shall be compliant with ROHS, REACH and SVHC regulations.

Seller shall ensure reasonable efforts are in place to prevent the sourcing of “Conflict Minerals” as outlined in Section 1502 of the Dodds- Frank Wall Street Reform and Consumer Protection Act.

Unless superseded by a Supply Line agreement between the Buyer and Seller, this agreement shall include the Purchase Order, these General terms and Conditions, and all attachments referred to in the Purchase Order and it shall constitute the entire agreement of the Buyer and Seller with regards to the subject matter contained herein. All other prior representations, warranties, covenants, or agreements between Buyer and Seller with respect to the subject matter are hereby superseded.

This agreement shall be governed and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein and shall be treated, in all respects, as an Ontario contract. The parties submit to the non-exclusive jurisdiction of the Courts of Ontario. The parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

The parties have expressly requested and required that this agreement and all other related documents be drawn up in the English language.