UME Terms and Conditions of Sale
Effective date: Nov 3, 2026
These Terms and Conditions of Sale apply to every quotation, order acknowledgement,invoice and sale of goods or services by Universal Machining & Engineering Ltd. Theyreplace any terms in the Buyer's purchase order or other documents.
1. Definitions
In these Terms:
"Seller" means Universal Machining & Engineering Ltd. ("UME").
"Buyer" means the person or company that requests a quotation from, or places anorder with, Seller.
"Goods" means the products Seller supplies, including parts machined or fabricated toBuyer's drawings or specifications.
"Services" means any work Seller performs, including machining, engineering, repairand inspection.
"Order" means any purchase order, request or instruction from Buyer for Goods orServices.
"Agreement" means the contract formed under Section 2, made up of these Terms andSeller's quotation or order acknowledgement.
2. Application of Terms and Order Acceptance
2.1 These Terms apply to every sale. These Terms apply to and form part of everyquotation, order acknowledgement, invoice and sale by Seller.
2.2 Acceptance is conditional. An Order from Buyer is an offer to buy. Seller's acceptanceof any Order is expressly conditional on Buyer's agreement to these Terms. A contract isformed only when Seller issues a written order acknowledgement or begins performance,whichever comes first.
2.3 Buyer's terms are rejected. Seller objects to and rejects any additional or differentterms in Buyer's Order, acknowledgement, website, portal or other correspondence,whether sent before or after Seller's quotation or acknowledgement. Those terms do not
form part of the Agreement unless an authorized officer of Seller agrees to them in asigned writing.
2.4 How Buyer accepts these Terms. Buyer accepts these Terms by any of the following:signing or confirming Seller's quotation or acknowledgement, placing an Order afterreceiving these Terms, or accepting delivery of any Goods or Services.
2.5 Entire agreement. The Agreement is the entire agreement between Seller and Buyeron its subject. It replaces all prior oral or written communications, proposals andnegotiations.
2.6 Order of precedence. If documents conflict, this order applies: (a) a writtenagreement signed by both parties that expressly changes these Terms; (b) the price,quantity, specification and delivery details in Seller's quotation or acknowledgement; (c)these Terms.
3. Quotations, Changes and Cancellation
3.1 Validity of quotations. A quotation is valid for 30 days from its date, unless Sellerwithdraws it earlier by written notice to Buyer.
3.2 Changes and cancellation. Buyer may not cancel or change an accepted Orderwithout Seller's written consent. If Seller consents, Buyer must pay for all workcompleted, materials bought or committed, and other costs Seller incurs because of thecancellation or change, plus a reasonable profit on that work.
4. Prices and Payment
4.1 Prices. Prices are as stated in Seller's quotation or acknowledgement, in Canadiandollars unless stated otherwise.
4.2 Payment terms. Payment is due on Buyer's receipt of Seller's invoice, unless Sellerrequires payment in advance.
4.3 Late payment. Interest is charged on amounts more than 30 days past due at 18% peryear (1.5% per month), or the highest rate permitted by law if lower. Seller may alsosuspend work or deliveries until overdue amounts are paid.
4.4 Prices reflect Seller's limits of liability. Seller's prices are based on the warranty inSection 8 and the limits of liability in Section 10. If Buyer wants a broader warranty orgreater liability from Seller, Buyer must ask in writing before the Order is accepted. Seller
may then adjust its price to cover the added risk. If Buyer does not ask, Buyer acceptsthose limits in exchange for the price quoted.
5. Taxes and Other Charges
Prices do not include taxes, duties or government charges. Buyer must pay all suchamounts on or measured by the sale, including GST, PST, sales, use, excise and value-added taxes, customs duties, and inspection or testing fees. If Seller is required to payany of these amounts, Buyer must reimburse Seller.
6. Delivery, Risk and Claims
6.1 Delivery and risk. Delivery takes place when Goods are handed to the carrier atSeller's facility or other loading point. Risk of loss or damage passes to Buyer at that time,regardless of shipping terms or who pays freight.
6.2 Delivery dates. All delivery dates are estimates. Seller is not liable for any loss ordamage caused by late delivery or failure to deliver.
6.3 Instalments. Seller may deliver in instalments unless the Agreement says otherwise.Each instalment is invoiced and payable separately. A delay in one instalment does notrelease Buyer from accepting and paying for the others.
6.4 Shortage and delivery claims. Buyer must report any shortage or error in a shipmentto Seller in writing within 10 days after receipt. If Buyer does not, the shipment is treatedas accepted and those claims are waived.
6.5 Transit damage. Claims for loss or damage in transit must be made to the carrier, notto Seller.
7. Force Majeure
Seller is not liable for any delay or failure to perform caused by events beyond itsreasonable control. These include fire, flood, severe weather, epidemic, war, civil unrest,government action, labour disputes, power or equipment failure, and shortages ofmaterials or transport. Seller's time to perform is extended for the length of the delay.
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8. Warranty
8.1 What Seller warrants. Seller warrants that Goods it manufactures will be free fromdefects in material and workmanship for 12 months from the date of shipment. Sellerwarrants that Services will be performed in a workmanlike manner, consistent withgenerally accepted standards in Seller's industry.
8.2 Remedy. If a Goods or Services defect is proven to Seller's reasonable satisfactionwithin the warranty period, Seller will, at its option: (a) repair or replace the defectiveGoods; (b) re-perform the defective Services; or (c) if Seller considers (a) or (b)impractical, refund the price paid for the defective item. This is Seller's sole obligation andBuyer's exclusive remedy for defective Goods or Services.
8.3 Conditions. The warranty applies only if: (a) Buyer gives Seller written notice of thealleged defect within 10 days after discovering it, and within the warranty period; and (b)if Seller requests, Buyer returns the item to Seller's facility, freight prepaid.
8.4 Exclusions. The warranty does not cover defects caused by: designs, drawings,specifications or materials supplied by Buyer; normal wear and tear; misuse, improperinstallation, operation or maintenance; or repair or modification by anyone other thanSeller.
8.5 Disclaimer. THE WARRANTY IN THIS SECTION 8 IS EXCLUSIVE AND REPLACES ALLOTHER REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS, WHETHEREXPRESS, IMPLIED, STATUTORY OR OTHERWISE. WITHOUT LIMITING THE ABOVE,SELLER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OFMERCHANTABILITY, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULARPURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OFTRADE, INCLUDING THOSE UNDER THE SALE OF GOODS ACT (BRITISH COLUMBIA).
8.6 Descriptions and advice are not warranties. Descriptions, specifications, samples,models, bulletins, drawings and similar materials are only to identify the Goods orServices. They are not express warranties. Any advice from Seller or its agents about theuse, application or suitability of Goods or Services is not a warranty unless Seller confirmsit as one in writing.
9. Returns
9.1 Authorization required. Goods may be returned only with Seller's prior writtenauthorization.
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9.2 Condition of returns. Returned Goods must be securely packaged so they reachSeller undamaged. Buyer will be charged any cost Seller incurs to return the Goods tosaleable condition.
9.3 Custom work. Goods made to Buyer's drawings or specifications cannot be returned,except under the warranty in Section 8.
10. Limitation of Liability
10.1 No indirect losses. SELLER IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL,SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFIT,REVENUE, PRODUCTION, USE OR DATA, OR DOWNTIME, HOWEVER CAUSED.
10.2 Cap on liability. SELLER'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM ORRELATED TO THE AGREEMENT, OR THE GOODS OR SERVICES, WILL NOT EXCEED THEPRICE PAID BY BUYER FOR THE SPECIFIC GOODS OR SERVICES GIVING RISE TO THECLAIM.
10.3 Scope. These limits apply to all claims, whether in contract, tort (includingnegligence), strict liability or otherwise, to the fullest extent permitted by law.
11. Governing Law and Jurisdiction
11.1 Governing law. The Agreement is governed by the laws of the Province of BritishColumbia and the federal laws of Canada that apply there.
11.2 International sales convention excluded. The United Nations Convention onContracts for the International Sale of Goods, and the International Sale of Goods Act(British Columbia), do not apply to the Agreement.
11.3 Courts. The courts of British Columbia have exclusive jurisdiction over any disputearising from the Agreement, and both parties submit to that jurisdiction.
12. General
12.1 Severability. If any part of these Terms is found invalid or unenforceable, the restremains in effect.
12.2 No waiver. Seller's failure or delay in enforcing any right is not a waiver of that right.
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12.3 Assignment. Buyer may not assign the Agreement without Seller's prior writtenconsent.
12.4 Changes to these Terms. Seller may update these Terms from time to time. Theversion in effect when Seller accepts an Order applies to that Order.
12.5 Notices. Notices under the Agreement must be in writing. Email is acceptable.
12.6 Headings. Headings are for convenience only and do not affect interpretation.