Revision 7 - Updated January 31 2023

Intricco Terms & Conditions

AGREEMENT ON TERMS
It is understood that the “Intricco’s Terms & Conditions” and the latest quotation of INTRICCO CONTROLS & AUTOMATION LTD. (hereafter referred to as INTRICCO) shall take precedence over any purchaser-supplied agreement, customer purchase order and its execution.

GUARANTEE
INTRICCO guarantees that all NEW equipment supplied by them will perform as per the quotation for that specific piece of equipment, provided the equipment is properly cared for, as per instruction for Use/Maintenance provided and operated under normal conditions and with competent supervision. INTRICCO agrees to correct and shall have the right to correct by repairs or replacement ---- at its option, at its expense, and F.O.B. INTRICCO’s facility --- any defects in the components which may develop under normal and proper use within six (6) months from date of shipment from its plant. All original outside purchased parts including drives, PLC’s, HMI’s (not all inclusive), will be covered under the original manufacturer’s warranty from time of purchase. INTRICCO will not be liable for any damage resulting from improper storage or handling before placing the equipment in operation. Furthermore, INTRICCO will not be liable for any expenses incurred for repairs or replacement made outside INTRICCO’s facility without written consent – or damages arising out of such replacements or repairs or for costs of additional test material or costs relating to delivery delays. Consumable components such as fuses, contactors or overloads are completely subject to environmental conditions and are therefore NOT covered by any guarantee unless it is found that it has been undersized.

USED MACHINERY
Any used equipment sold by INTRICCO is sold in an as-is basis. There are no guarantees on the equipment or its performance and INTRICCO cannot be held liable for any losses caused by such equipment.

DELIVERY
All delivery dates quoted are approximate only and are not binding to the performance portion of the contract. They are given as a general guideline only. The customer is expected to build into their plans enough additional time, inventory, etc. to allow for any delay --- regardless of the reason for any such delay. Under no circumstances will INTRICCO be held responsible for any penalty clause. Final Acceptance shall not be unduly withheld due to warranty claims, minor repairs and customer instigated changes or modifications. Productions of parts for sale will constitute final acceptance at customer site. Warranty period will start earlier date from commissioning being signed off or the date where production of parts for sale. Failure to remit full payment for the equipment may result on dishonoring the warranty claims or spare part orders.

CANCELLATION
Purchase orders are not subject to cancellation or deferment of shipment by the Purchaser unless INTRICCO is indemnified against loss resulting therefrom. The purchaser shall be responsible for any warehouse, restocking, storage, interest charges, legal or other charges resulting from cancellation or deferment of shipment. If delivery of equipment has not been completed within six months of completion date due to the purchaser’s request for deferment of shipment, the purchaser authorizes INTRICCO to dispose of the equipment. Upon INTRICCO’s receipt of written cancellation notice, the purchaser will pay for all completed items and uncompleted items including burdened overhead rates applied to labour and goods in process by INTRICCO for the purchaser’s equipment but not in operation --- plus twenty percent. In the event of cancellation, the costs and figures compiled by INTRICCO shall be accepted as final. The cancellation charge shall not be less than 15% of the total order and purchased components and/or uncompleted items may not be released to the customer due to liability issues.

DEFAULT
Buyer will be in default if (a) Buyer fails to pay to INTRICCO any amount when due under this agreement, (b) Buyer becomes insolvent or bankrupt, or a petition therefore is filed voluntarily or involuntarily and not dismissed within 30 days from filing, or (c) Buyer makes a general assignment for the benefit of its creditors, or a receiver is appointed, or a substantial part of Buyer's assets are attached or seized under legal process and not released within 30 days thereafter; and Buyer fails for a period of thirty days after receiving written notice from INTRICCO to fulfill or perform any provisions of this agreement. Upon Buyer's default, INTRICCO may, at its option, without prejudice to any of its other rights and remedies(a) terminate this agreement and declare immediately due and payable the obligations of Buyer subject to the cancellation provisions of this agreement, (b) demand reclamation, or (c) suspend any further deliveries until the default is corrected, without releasing Buyer from its obligations under this agreement. In any event, Buyer shall remain liable for all loss and damage sustained by INTRICCO because of Buyer's default.

TITLE
The title and right of possession of equipment sold by INTRICCO shall remain with the company until payments in full have been made by the purchaser. INTRICCO reserves the right to file a lien on all equipment and components until all outstanding payments are received in full. Any delinquent or delayed payments (which exceed 30 days from the invoice date) will automatically mandate a policy of “No Customer Credit” – requiring any outstanding final payments to be made prior to shipment – regardless of any payment terms originally set forth.

SOFTWARE LICENSES
All equipment sold by INTRICCO comes with temporary software licenses including PLC programs installed that expire after a predefined time. PLC program files, AMS, Beck and any other software license or keys will be permanent after the final payment has been received.

LIABILITY
INTRICCO will not be liable for damages, which may result by operating outside of the scope of operation manual or late delivery. INTRICCO’s liability for any damages or loss under this contract shall be limited to repairs or replacements as herein provided and INTRICCO shall not be liable for any consequential or special damages resulting from any causes whatsoever.

QUOTATION AND PRICES
Prices will be valid as specified for 30 days from the date printed on the quotation. Any revisions or modifications to the quotation will supersede any previous quotations and will render them void. The minimum value for orders placed is $200. Orders that are placed less than the minimum mark of $200 will be increased to meet that mark. INTRICCO reserves the right to correct any typographical errors found in their quotations. All prices on imported goods contained in this proposal are subject to revision as deemed proportionate to any change in factory prices, and to the extent of any change in freight rates, duty, foreign, and other domestic taxation or embargoes, and U.S. exchange rates effective prior to delivery. Adjustments will be made at the time of invoicing. In the event that no currency is indicated on a quotation, the prices shown will be considered in U.S. dollars.

INSURANCE
INTRICCO will provide replacement (but not liability coverage) insurance for all INTRICCO equipment prior to shipment. It is the responsibility of the purchaser to provide adequate insurance (both replacement and liability coverage) on each piece of equipment after the shipment has left INTRICCO’s facility.

CONFIDENTIALITY
All designs, inventions, concepts, processes, formulae, drawings and blueprints by INTRICCO are considered confidential in detail and nature and are not to be released or revealed to any other party.

FIELD SERVICES AND SUPPORT
INTRICCO is pleased to offer service and technical support on-site at the purchaser’s facility as the need arises. Unless covered by the equipment guarantee as noted above or specifically written into the quotation, the following hourly field service rates will apply: Weekdays $150.00, Weekends $225.00 [US Funds] per hour per person (8-hour minimum charge) and travel time from INTRICCO’s facility to the purchaser’s facility would be at the same rates --- plus all expenses for on-site support, a 10% surcharge on all expenses will be charged--- and may apply to time periods where delay has occurred that are not attributed to INTRICCO. The abovementioned rate does NOT include overtime and holiday surcharges if applicable. Seven-day notice is required for booking an ordered onsite technical start-up date to reduce airfare costs unless the customer covers premium rate difference.

SAFETY REGULATIONS
All INTRICCO equipment will be supplied with appropriate safety circuits as specified in the order. Any safety devices, guarding or fencing required to meet federal, state/provincial, local and/or company regulations are the responsibility of the purchaser including the installation, set-up and safe operation of all INTRICCO equipment ---- unless otherwise stated in writing by INTRICCO.

EQUIPMENT SPECIFICATIONS
Any equipment which is designed and built by INTRICCO will be equipped with components and devices as outlined in the INTRICCO Equipment Specification List. Specific requests by the purchaser to incorporate purchaser-selected equipment brands, devices, colours, models, quantities, upgrades, designs, styles and features which differ from INTRICCO’s standard equipment specifications should be presented in writing within 14 days of the date on the purchase order issued. Furthermore, any additional costs (including parts and/or labour) incurred by INTRICCO for said purchaser-selected items will be paid for by the purchaser prior to shipping. Where the purchaser selects part brand to be used, INTRICCO cannot be held responsible for the guarantee or performance of said item or design.

ARBITRATION
Any and all disputes between the parties hereto shall be subject to arbitration pursuant to The Arbitration Act [Ontario] and are to be resolved in Ontario before an arbitrator, to the exclusion of any other Court or Tribunal. The attached quotation, the present terms and conditions and any and all contract resulting therefrom shall be governed by the laws of the Province of Ontario and the parties hereto irrevocably and unconditionally adhere to the exclusive jurisdiction of the arbitrators of Ontario in respect thereof, to the exclusion of any other Court or Tribunal. Any provision of the present agreement and of its terms and conditions which is contrary to law shall not invalidate any other provision of the present agreement or of its terms and conditions.