Sales Terms and Conditions

Standard Terms & Conditions (Sales Orders / Retainer Invoices / Invoices)

These Standard Terms & Conditions (“Terms”) apply to all quotations, estimates, sales orders, shipments, retainer invoices, invoices, and sales of goods and/or services by Manufacturers Automation Inc. (“Seller”) to the customer (“Buyer”), unless Seller agrees otherwise in a signed writing.

1. Quotation / Estimate Validity

Unless otherwise stated in writing, quotations/estimates are valid for acceptance within 30 days of issue.

2. Acceptance; Entire Agreement; “Battle of Forms”

2.1 Acceptance. Orders are subject to acceptance by Seller (including at Seller’s head office) and may be subject to credit approval. 

2.2 Entire agreement. These Terms, together with the applicable quote/estimate and Seller’s order acknowledgement (if any), form the entire agreement for the transaction. 

2.3 Buyer terms rejected. Any terms on Buyer’s purchase order, vendor portal, or other documents are rejected and do not apply unless Seller expressly agrees in a signed writing.

3. Prices; Quantities; Errors

3.1 Prices are based on the stated quantities, scope, and assumptions. Changes to quantities/specifications/scope may change pricing and lead times. 

3.2 Seller may correct clerical/typographical errors or omissions prior to acceptance or prior to shipment, as applicable.

4. Taxes; Duties; Freight

Prices are exclusive of applicable federal/provincial/municipal taxes (including GST/HST/PST/QST), duties, brokerage, and similar charges, now or hereafter imposed. Buyer shall pay all such charges unless Buyer provides a valid exemption documentation acceptable to Seller prior to invoicing. Freight/packaging are included only if expressly stated.

5. Payment Terms; Order Acceptance; Interest; Credit Actions

5.1 Default terms, Payment in advance at time of order. Unless Seller has approved Buyer for credit terms in writing, payment is due in advance at the time the order is placed. Seller may require payment (including any deposit) before ordering non-stock items, commencing work, or allocating inventory.
5.2 Order not binding until acceptance and payment (non-credit accounts). For Buyers without written credit terms, Seller may treat the order as not accepted and not binding until Seller confirms acceptance and receives cleared payment (or required deposit).
5.3 Credit terms (OAC). If Seller approves Buyer for credit, payment terms are Net 30 days from invoice date (OAC) unless otherwise stated in writing.
5.4 Interest on overdue amounts. Overdue amounts may accrue interest at 2% per month (24% per annum) or the maximum lawful rate, whichever is less, from the due date until paid.
5.5 Credit actions. Seller may suspend or cancel performance, refuse shipment, require prepayment, or modify credit limits/terms if Buyer is past due or Seller reasonably believes Buyer’s creditworthiness has changed.

6. Shipping Point; Delivery; Risk of Loss

6.1 Shipping point. Unless otherwise stated, goods are supplied F.O.B. Seller’s warehouse, Ontario, Canada. 

6.2 Delivery dates. Delivery/ship dates are estimates based on information available at the time of quotation and/or order. Seller will use commercially reasonable efforts to meet estimated dates but is not liable for delays. 

6.3 Partial shipments. Seller may make partial shipments unless Buyer and Seller agree otherwise in writing.

7. Packing

Standard domestic packing is included unless stated otherwise. Export/special packing is extra and charged at cost.

8. Delay; Storage; Suspension at Buyer’s Request

If Buyer delays acceptance or requests suspension of work/shipment, Seller may (if space permits) store goods at Buyer’s risk and expense at Seller’s then-current rates. Goods may be invoiced when ready for shipment, and payment shall be due per the invoice terms. Seller may adjust pricing to reflect additional costs caused by delays or suspension.

9. Cancellation; Restocking; Special Orders

9.1 No cancellation without consent. Buyer may not cancel an order without Seller’s prior written consent.
9.2 Fees/costs upon cancellation. If Seller permits cancellation, Buyer shall pay (as applicable): (i) Seller’s costs incurred up to the cancellation date (including supplier cancellation charges, inbound/outbound freight, and handling), (ii) a restocking fee where applicable, and (iii) reasonable administrative costs.
9.3 Special-order/custom/non-cancellable items. Special-order, custom, and non-stock items ordered for Buyer are non-cancellable and non-returnable once Seller has placed the order with the supplier/manufacturer, unless Seller agrees otherwise in writing. Buyer remains responsible for the full price and any related costs, subject to Seller’s ability to mitigate.

10. Returns, RMAs, Refunds, and Exchanges

10.1 Return authorization required. All returns require prior authorization and a Return Merchandise Authorization (“RMA”) number issued by Seller. Returns shipped without an RMA may be refused and returned at Buyer’s expense. 

10.2 Return window & condition. Unless otherwise stated in writing, eligible items may be returned within 30 days of delivery. Returned items must be unused, in original packaging, and in resalable condition. 

10.3 Non-returnable items. The following are non-returnable except as required by law or unless Seller agrees in writing: 

- special-order or custom products, 

- items that have been installed, used, programmed, altered, damaged, or are not in original condition/packaging. 

10.4 Damaged or defective on arrival. Buyer must notify Seller of shipping damage or defect claims within 5 business days of delivery and provide the requested documentation (e.g., photos, serial numbers, packaging condition). Failure to notify within this period may void the claim to the extent permitted by law. 

10.5 Restocking fee. Approved returns may be subject to a restocking fee of up to 50% of the purchase price (or such other amount stated on the quote/authorization), depending on product condition and supplier requirements. 

10.6 Shipping costs. Original shipping/handling charges are non-refundable. Buyer is responsible for return shipping and insurance unless the return is due to Seller’s error or a confirmed defect covered by warranty. 

10.7 Refund processing. If a refund is approved, it will be processed after inspection and acceptance of the returned item, typically within 7–10 business days. Refunds are issued to the original payment method or as a credit, at Seller’s discretion (unless prohibited by law). 

10.8 Exchanges. Exchanges may be offered for defective/damaged items subject to product availability and supplier policies.

11. Warranty

11.1 New equipment. Seller will, at its option, repair or replace defective goods covered by warranty. Unless otherwise stated, warranties do not cover normal wear, improper installation, misuse, accidents, neglect, modification, improper maintenance, or failure to follow instructions. Warranty remedies are subject to the applicable manufacturer’s warranty terms and processes where the product is distributed by Seller but warranted by the manufacturer. 

11.2 Repairs. Repairs performed by Seller (excluding items covered by manufacturer warranty) are warranted against defects in material and workmanship for 60 days from the repair date. 

11.3 Warranty process. Buyer may be required to return items for evaluation. All shipments to Seller/manufacturer must be prepaid unless Seller agrees otherwise in writing. 

11.4 Disclaimer. Except as expressly stated, Seller disclaims all other warranties to the extent permitted by law, including implied warranties of merchantability and fitness for a particular purpose.

12. Limitation of Liability

To the maximum extent permitted by law, Seller shall not be liable for any indirect, incidental, special, punitive, or consequential damages (including loss of profits, revenue, production, or use), whether arising in contract, tort, or otherwise. Seller’s total aggregate liability for any claim shall not exceed the amount paid to Seller for the specific goods/services giving rise to the claim, unless prohibited by law.

13. Insurance
Supplier and Customer shall each maintain, at their own expense, insurance coverage in types and amounts reasonably adequate to protect against any losses, damages, liabilities, or expenses that may reasonably arise under a Purchase Order, including, without limitation, commercial general liability insurance. Each party shall keep such insurance coverage in effect until the completion of the Purchase Order or as required by applicable law.

14. Assignment
Neither party may assign or transfer its rights or obligations under these Terms or any Purchase Order without the prior written consent of the other party, except that the Company may assign these Terms in connection with a sale or transfer of its business or assets. Any attempted assignment in violation of this clause shall be void.

15. Force Majeure

Seller is not liable for failure or delay caused by events beyond Seller’s reasonable control, including fire, strike, labour disturbance, civil/military authority, insurrection, riot, war, embargoes, transportation failure, supplier inability to deliver, or shortages. Receipt of goods constitutes a waiver of claims for loss/damage due to delay to the extent permitted by law.

16. Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws rules. Any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada.

17. Returns Shipment / No Return Without RMA (Reaffirmation)

No goods may be returned without an RMA. All returned goods must be shipped prepaid on Buyer’s account unless otherwise authorized in writing.

18. Loans (If Applicable)

Product loans are not to exceed 30 days unless pre-authorized by Seller’s management. Loaned units must be returned in original packaging and in resalable condition. If Buyer elects to purchase, Buyer shall pay the original invoice per the stated terms.

19. Title / Ownership (Retention of Title)

Title/ownership to goods sold remains with Seller until Seller receives payment in full for such goods, to the extent permitted by applicable law.

20. Miscellaneous
(a) Waiver: No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy, nor prevent further exercise of it.
(b) Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
(c) Confidentiality: Any information exchanged between the parties in connection with a Purchase Order, including pricing, technical specifications, or business terms, shall be treated as confidential and shall not be disclosed to third parties without prior written consent, except as required by law.