Terms & conditions

TAVRIDA ELECTRIC NORTH AMERICA INC. CONDITIONS OF SALE

I. GOVERNING PROVISIONS AND ACCEPTANCE: 

  • All quotations are subject to these conditions of sale. Acceptance of an order by Tavrida Electric shall be expressly conditioned on Purchaser’s assent to these conditions. Purchaser’s direction to proceed with engineering, manufacture or shipment by Tavrida Electric shall be deemed evidence of this assent. No modified or other conditions will be applicable unless those conditions are so stated in Tavrida Electric’s proposal or are specifically agreed to in writing and signed by an authorized official of Tavrida Electric. Failure to object to provisions contained in any Purchase Order or other communication from the Purchaser (including, without limitation, penalty clauses of any kind) shall not be construed as a waiver of these conditions nor an acceptance of any other provisions. These terms are a complete statement of the parties’ agreement and may only be modified in writing signed by both parties. These terms may not be modified by course of dealing, course of performance or usage of trade. These terms supersede all previous written or oral quotations statements or agreements. Any contract for sale by and between the parties shall be governed by and construed according to the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each of the parties irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of British Columbia.

II. QUOTATIONS:

  • Written quotations shall be valid for no more than sixty (60) days from their date, unless otherwise stated in the quotation. Verbal quotations expire the same day unless accepted in writing that day. All quotations are subject to change by Tavrida Electric at any time upon notice to Purchaser. Quotations are made based on Tavrida Electric’s interpretation of the plans and specifications submitted to Tavrida Electric by the Purchaser. It is the Purchaser’s obligation to review the quotation carefully and to immediately advise Tavrida Electric in writing of any differing interpretation Purchaser has so any necessary change can be made.

III. ORDER ENTRY:

  • A complete, signed Purchase Order must be received before entry of an order into Tavrida Electric’s system. Considerable detail is involved in the manufacture of power equipment. To facilitate timely shipment, complete details and information, including Purchaser’s requested on-site dates must be provided at the time of order entry, shipment dates are approximate and are based upon timely receipt of all necessary information from the Purchaser. Lack of complete information may result in delays of drawings or manufacture. Such delays shall relieve Tavrida Electric from compliance with the quoted delivery dates and may lead to price escalation. Failure to provide a complete signed Purchase Order within twenty (20) days of notification of award may result in renegotiation of price or shipment dates.

IV. APPROVAL DRAWINGS:

  • When required by a specific Purchase Order, drawings will be submitted for approval per agreed upon schedules to assure Tavrida Electric has designed the equipment as described in Purchaser’s specifications, as modified by Tavrida Electric’s quotation. If at time of drawing approval Tavrida Electric has not designed the equipment to meet the specifications, as modified by Tavrida Electric’s quotation, Tavrida Electric will make the appropriate changes at no charge to Purchaser. Where the Purchaser’s specification is not definitive, Tavrida Electric shall have the right to design the product in line with good commercial practice, without further obligation to Purchaser. If at drawing approval, Purchaser makes changes outside the design as stated in the specifications, such changes shall be treated as a Change Order as provided below.

V. PRICE POLICY:

  • Quoted prices are firm provided:

    • A) The order is received with complete engineering details and is released for manufacture within thirty (30) calendar days from the originally anticipated release date.

    • B) All required approval drawings are returned and equipment released by Purchaser no later than thirty (30) calendar days from the original date of mailing of approval drawings by Tavrida Electric or as per negotiated schedule at time of order placement. The returned drawings must be released for manufacture for shipment on the agreed date. Drawing re-submittals which are required for any reason other than to correct Tavrida Electric errors will not extend the thirty (30) day deadline. If the Purchaser causes delay of shipment in any way or returns approval drawings beyond the time stated above, Purchaser may be subject to charges which shall not exceed 1% of the Purchase Order price for each full month or fraction thereof that shipment is delayed, as compensation to Tavrida Electric for expenses created by such delay and not as a penalty. If shipment is delayed through the fault of Purchaser for more than 270 days from the originally anticipated release date, the price must be renegotiated.

VI. PRICING-PURCHASER CHANGES:

  • All prices cover a bill of material as described in Tavrida Electric specifications or quotations to be designed and manufactured to Tavrida Electric standard designs, unless otherwise agreed in writing between the parties. Purchaser may make minor changes not effecting the time or cost of performance without charges prior to the final drawing approval. If any changes are requested by the Purchaser after submission of the original Purchase Order, additional billing will be made with the amount of price added dependent on the changes and the status of the order when the change is made. Changes may also result in an extension of time for shipment. All changes will be agreed to by the parties, in writing, prior to implementation. Purchaser’s rescheduling shipment will be considered a change. All expenses incurred by Tavrida Electric in connection with the storage of equipment, including demurrage packing, storage charges, insurance and handling charges by Tavrida Electric will be paid by the Purchaser upon submission of invoices by Tavrida Electric. Tavrida Electric will issue price changes for any change requested by the Purchaser that affects modifications of equipment, changes the bills of material, engineering or drawings or delivery schedule as follows: A) If Purchaser makes a change to an order prior to being released to engineering, the net price will be adjusted by re-pricing the equipment with prices in effect at the time of the change. A commensurate delay in the shipping date will be based on the changes involved. B) For changes made after the order is released to engineering, the net price and ship date will be adjusted as described in paragraph A) above. An additional charge based on Tavrida Electric standard engineering billing charges and cost of parts ($500 minimum) will be made to cover any extra engineering and drafting, scrap or rework of parts, or cost of modification. C) If during the drawing approval process, the Purchaser makes changes outside the design covered by the specifications, Tavrida Electric will be reimbursed as described in paragraph A and B above, plus any additional charges for any extra cost incurred as a direct result of the changes and allowed a commensurate delay in shipping date based on the changes involved. Changes to the order can not be processed until a formal Change Order is received from the Purchaser.

VII. SUBSTITUTION:

  • Tavrida Electric may furnish suitable substitutes for material unobtainable because of priorities of regulations established by governmental authority or non-availability of materials from suppliers, provided such substitutions do not adversely affect the technical soundness of the equipment. Tavrida Electric assumes no liability for deviation from published dimensions and descriptive information not essential to proper performance of the product. 

VIII. TAXES:

  • Any duty, tariff, levy, tax or charge (including without limitation, sales, use, excise, goods and services, harmonized, value-added and withholding taxes), customs levy or inspecting, licensing or testing fee, or other tax, fee or charge of any nature whatsoever, imposed by any governmental authority or measured by any transaction between Tavrida Electric and Purchaser, shall be paid by the Purchaser in addition to the prices quoted or invoiced, and such charges will appear as a separate line item on the invoice. In the event Tavrida Electric will be required to pay any such tax, fee, or charge, Purchaser shall reimburse Tavrida Electric or, in lieu of such payment, Purchaser shall supply Tavrida Electric at the time the order is submitted with an exemption certificate or other document acceptable to the tax authority. Purchase Orders must state the existence and amount of any such tax, fee or charge for which Purchaser claims an exemption. 

IX. TERMS OF PAYMENT:

  • Acceptance of all Purchase Orders is subject to Purchaser meeting Tavrida Electric credit standards. Except as may otherwise be stated in the quotation, terms of payment for customers of satisfactory credit will be NET 30 DAYS from date of invoice. Tavrita Electric may set terms of payment for customers that do not meet credit standards. All invoices must be paid in full. Invoices must not be held or any set off made due to a dispute. Any disputed amount settled by agreement between Tavrida Electric and Purchaser shall be debited by way of a Debit Memo which must indicate the reason for the debit. A service charge of 2% per month shall be applicable to a past due invoice. Tavrida Electric reserves the right at any time to demand full or partial payment before proceeding with a contract of sale, if in its sole judgment, the financial condition of the Purchaser shall not justify the terms of payment specified. 

X. PAYMENTS:

  • If delivery is delayed or deferred by the Purchaser beyond the scheduled date, payment shall be due in full when Tavrida Electric is prepared to ship. Title shall pass to Purchaser upon payment. The equipment may be stored at the risk and expense of the Purchaser. If the Purchaser defaults when any payment is due, then the whole contract price shall at the option of Tavrida Electric become due and payable upon demand without prejudice to other lawful remedies. Tavrida Electric may in such event in its discretion defer delivery or cancel the contract for sale. If Purchaser becomes insolvent or bankrupt or in the event any proceeding is brought against the Purchaser, voluntarily or involuntarily under applicable bankruptcy or insolvency law, Tavrida Electric may cancel any order then outstanding at any time and recover its proper cancellation charges from the Purchaser or the Purchaser’s successors and assigns. Export orders may be subject to a Letter of Credit or a wire transfer prior to the product being released for shipment from our manufacturing facility. 

XI. DELIVERY:

  • A1. F.O.B. POINT OF ORIGIN: When the Tavrida Electric quotation is based on delivery F.O.B. point of shipment, freight prepaid and allowed for delivery within Canada, product is sold F.O.B. point of shipment, freight prepaid and allowed for orders over $2000. net. Delivery by Tavrida Electric to the point of shipment constitutes delivery to the Purchaser; and title and all risk of loss or damage in transit shall pass to the Purchaser at time of delivery at the F.O.B. point. Tavrida Electric is not responsible for breakage or delays by carrier after having received “In Good Order” receipts from the carrier. Purchaser is responsible for pursuing any damage claims with the carrier. For orders under $2000 net the above terms apply except freight prepaid is not allowed. No allowance will be made in lieu of transportation if the Purchaser accepts shipment at factory, warehouse or freight station or otherwise supplies its own transportation. Freight prepaid is defined as: a) Shipments to destinations within Canada to the accessible common carrier point nearest the first destination. Shipments are released at standard carrier liability and the Purchaser is responsible for carrying insurance for any deficiency in carrier coverage. All charges associated with F.A.S., C.I.F., or other charges such as pier transfer, lift, ocean freight, and marine or war insurance shall be paid by the Purchaser, unless otherwise specifically agreed in a specific Purchase Order. In no event will Tavrida Electric be responsible for demurrage or detention charges. 

  • A2. F.A.S. (Free Along Side): Means that the seller fulfils his obligation to deliver when the goods have been placed alongside a transport vessel. This means that the buyer has to bear all costs and risks of loss of or damage to the goods from that moment. The buyer is responsible for loading the goods onto the transport vessel and paying all the cost of shipping beyond that location. 

  • A3. C.I.F.(Cost Insurance and Freight): Means that the seller has the same obligation as under CFR (Cost and Freight) CFR means the Seller must pay the cost and freight necessary to bring the goods to the named port of destination but the risk and loss of or damage to the goods, as well as any additional costs due to events occurring after the time the goods have been delivered on board the vessel, is transferred from the seller to the buyer when the goods pass the ship’s rail in the port of shipment with the addition that he has to procure marine insurance against the buyer’s risk of loss of or damage to the goods during the carriage. The seller contracts for insurance and pays the insurance premium. The buyer should note that under the CIF term the seller is only required to obtain insurance on minimum.

  • B. DELIVERY: F.O.B. DESTINATION: When the Tavrida Electric quotation is based on delivery F.O.B. Destination, for shipments for delivery within Canada, Tavrida Electric will retain title and all risk of loss or damage in transit to the common carrier free delivery point in Canada nearest the first destination for a price addition of 2% of the net price. If the Purchaser elects the Option, Purchaser’s obligations shall be as follows: a) Purchaser shall have the responsibility of inspecting the equipment for apparent loss or damage immediately upon its arrival at the free delivery point. b) In the event of apparent shipping loss or damage, Purchaser shall make written notation of the loss on the carrier’s delivery receipt and, within 72 hours of delivery shall notify the Tavrida Electric Customer Information Center. Purchaser shall not remove product from the point of examination and shall retain the shipping container and packing material. Purchaser shall request the carrier to make an inspection and send Tavrida Electric a copy of the carrier’s inspection report. c) In the event of concealed damage which occurred during transit and is discovered by the Purchaser after delivery, Purchaser shall report such damage immediately, but in no event later than 15 days after delivery, to the delivering carrier, and within 72 hours of discovery, shall notify the local Tavrida Electric field office. If such notification is not made, Tavrida Electric shall not be liable for loss or damage in transit.

  • C. SHIPMENT AND ROUTING: Tavrida Electric shall select the point of origin of shipment, the method of transportation and the routing of the shipment. Purchasers that request expedited or special modes of transportation or routing involving air, premium or any other non-standard Tavrida electric shipping shall be assessed additional charges for shipping, handling, freight and expediting. Any rebates, allowances, discounts or incentives received by Tavrida Electric from its carriers shall be retained by Tavrida Electric. All prices include domestic packaging only. When other than domestic packaging is required, contact your local Tavrida Electric field office. Purchaser specified packaging and marking may be subject to additional charges.

  • D. PROOF OF SHIPMENT: Proof of shipment can be obtained from Tavrida Electric within 90 days of the date of shipment. Tavrida Electric’s obligation to furnish proof of shipment ceases 90 days from date of shipment. Proof of delivery must be placed directly on the carrier by the Purchaser. Tavrida Electric will assess a $25.00 charge for obtaining proof of delivery from the carrier on shipments delivered to the Purchaser.

  • E. EMERGENCY ORDERS: Emergency orders will be charged a $30.00 service fee per order from Tavrida Electric warehouse and shipped pre-paid and charged via Tavrida Electric carrier.

XII. SHORTAGES:

  • Claims for shortages or errors must be made in writing to Tavrida Electric within 30 days after invoice date, and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by the Purchaser 

XIII. INSTALLMENTS:

  • Tavrida Electric reserves the right to make shipments in installments, unless otherwise expressly stipulated in a specific Purchase Order; and all such installments when separately invoiced shall be paid for when due per invoice without regard to subsequent shipments. Delay in shipment of any installment shall not relieve Purchaser of its obligation to accept remaining shipments.

XIV. FORCE MAJEURE:

  • Tavrida Electric shall not be liable for any damages as a result of any delays due to any causes beyond Tavrida Electric’s control, including, without limitation, acts of terrorism, an act of God; act of Purchaser or Tavrida Electric supplier; embargo or other governmental act, regulation or request; fire; accident; strike; slowdown; flood; fuel or energy shortage; sabotage; war; riot; delay in transportation and inability to obtain necessary labor, materials, or manufacturing facilities from usual sources. In the event of any such delay, the date of delivery shall be extended for a period of time reasonably necessary to overcome the effect of such delay. 

XV. STANDARD WARRANTY:

  • Tavrida Electric warrants equipment manufactured by it and sold through authorized sales channels to be free from defects in materials and workmanship for five years from date of invoice by Tavrida Electric or its authorized sales channel. If within such period, any such equipment shall be proved to Tavrida Electric’s satisfaction to be non-conforming, such equipment shall be repaired or replaced at Tavrida Electric’s option. This warranty shall not apply: (a) to equipment not manufactured by Tavrida Electric, (b) to equipment that has been repaired or altered by other than Tavrida Electric so as, in its judgment, to affect the same adversely, or (c) to equipment that has been subjected to negligence, accident, or damage by circumstances beyond Tavrida Electric’s control, or improper operation, maintenance or storage, or to other than normal use or service. With respect to equipment not manufactured by Tavrida Electric, the warranty obligations of Tavrida Electric shall in all respects conform and be limited to the warranty actually extended to Tavrida Electric by its supplier. Non-conforming products shall be returned at Purchaser’s ?? expense for evaluation unless this is waived in writing. Replacement products may be new or reconditioned. Should the suspected non-conforming product upon inspection and testing be found to be in conformance to operative conditions, Tavrida Electric reserves the right to reverse any given credit and back charge any freight and testing costs incurred by Tavrida Electric. The foregoing warranties do not cover reimbursement for labor, transportation, removal, installation, temporary power, or any other expenses that may be incurred in connection with repair or replacement. Some Tavrida Electric product classes may carry additional warranties beyond those stated above. For full details of additional warranties, consult the suspect product owner’s manual for their specific warranty, and/or Terms of Conditions or contact Tavrida Electric.

XVI. SOFTWARE:

  • Licensor warrants the floppy disks or CD-ROM supporting the Software, as applicable, against any physical defect preventing its usage for a period of 90 days as from delivery. Should any such defect be detected, Licensor’s obligation shall be limited to the free replacement of the Software upon its return at Licensor’s address in lieu of all other remedies. Licensor warrants that it owns or is licensed to distribute the Software. Licensor makes no warranty other than those contained in this clause, either express or implied, as to the Software, the updates and enhancements and the Documentation, including without limitation warranties of fitness for any particular purpose, merchantability, title or sample. Further, while Licensor has taken reasonable steps to ensure the accuracy of the information contained in or shown by the Software or Documentation, Licensor makes no warranty or representation of any kind, whether express or implied, as to whether the software or any information contained in or shown by the Software and the Documentation will meet Licensee’s requirements, expectations or purposes. In no event shall Licensor nor its affiliates be liable for any indirect, immaterial, incidental or consequential damages, loss, expense or cause of action, whether based in contract, warranty, tort (including negligence), strict liability, statute or otherwise, including, without limitation, damages for loss to business, loss of profits, business interruptions, loss of data, or for any other pecuniary or non pecuniary loss or damage arising out of or in connection with the liability to use or misuse of the Software or Documentation, even if the Licensor has been advised of the possibility of such damages. In all cases, Licensor excludes all liability, whether in contact, warranty, tort, (including negligence), strict liability, statute or otherwise, for bugs, errors and viruses which may result from the inability to use or misuse of the Software or Documentation. Licensor’s total aggregate liability under this agreement shall in no case exceed the amount of fees paid by the Licensee for the software package.

XVII. LIMITATIONS:

  • These disclaimers and limitations of remedies apply to all warranties offered to Purchaser and to all Purchase Orders. THE WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS AND GUARANTEES (EXCEPT WARRANTIES OF TITLE), INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, under the Sales of Goods Act (Ontario) or otherwise. Except as may be expressly provided in an authorized writing by Tavrida Electric, Tavrida Electric shall not be subject to any other obligations or liabilities whatsoever other than as stated above with respect to equipment sold or services rendered by Tavrida Electric. Notwithstanding anything to the contrary herein contained TAVRIDA ELECTRIC, ITS CONTRACTORS AND SUPPLIERS OF ANY TIER, SHALL NOT BE LIABLE IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE FOR LOST TIME, LOST PROFITS, OR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. The remedies of the Purchaser are exclusive and the total cumulative liability of Tavrida Electric, its contractors and suppliers of any tier, with respect to this contract or anything done in connection therewith, such as the use of any product covered by or furnished under the contract whether in contract, in tort (including negligence or strict liability) or otherwise, shall not exceed the price of the product, part, or service on which such liability is based.

XVIII. INTELLECTUAL PROPERTY:

  • As to equipment proposed and furnished by Tavrida Electric, Tavrida Electric shall defend any suit or proceeding brought against Purchaser so far as based on a claim that such equipment constitutes an infringement of any Canadian copyright, trademark or patent. This obligation shall be effective only if Purchaser shall have made all payments then due hereunder and if Tavrida Electric is notified promptly in writing and given authority, information, and assistance at Tavrida Electric’s expense for the defense of the same. In the event the use of such equipment by Purchaser is enjoined in such a suit, Tavrida Electric, shall, at its expense, and at its sole option, either (a) procure for the Purchaser the right to continue using such equipment (b) modify such equipment to render it non-infringing (c) replace such equipment with non-infringing equipment, or (d) refund the purchase price (less depreciation) and the transportation and installation costs of such equipment. Tavrida Electric will not be responsible for any compromise or settlement made without its written consent. The foregoing states the entire liability of Tavrida Electric for patent, trademark or copyright infringement, and in no event shall Tavrida Electric be liable if any infringement charge is based on the use of Tavrida Electric equipment for a purpose other than that for which it was sold by Tavrida Electric. As to any equipment furnished by Tavrida Electric to Purchaser and manufactured in accordance with designs proposed by Purchaser, the Purchaser shall indemnify Tavrida Electric against any award made against Tavrida Electric for patent, trademark, or copyright infringements.

XIX. WITNESS OF TESTS AND FACTORY INSPECTIONS:

  • Normal production schedules do not provide the opportunity for Purchaser to witness routine factory tests on equipment or make factory inspections. Witnessing of tests or factory inspections by the Purchaser may result in delays of production for which Tavrida Electric will not be responsible. Witness testing and factory inspections must be requested at time of quotation and confirmed at order entry and will be subject to standard witness testing fees. All travel and living cost will be to the Purchaser’s account. Standard Tavrida Electric factory testing and inspection will apply. Tavrida Electric will notify Purchaser fourteen (14) calendar days prior to scheduled witness testing or inspection. In the event Purchaser is unable to attend, the Parties may mutually agree on a rescheduled date. However, Tavrida Electric, at its sole option, may consider the witness test and/or inspection waived, and ship and invoice the Products. Purchaser will be responsible for paying for all scheduled witness testing, whether or not Purchaser attends.

XX. RETURN OF EQUIPMENT:

  • NO EQUIPMENT MAY BE RETURNED WITHOUT FIRST OBTAINING Tavrida Electric’s WRITTEN PERMISSION AND A RETURNED MATERIAL IDENTIFICATION TAG. Returned equipment must be of current manufacture, in the original packaging, unused, undamaged and in saleable condition, securely packed to reach Tavrida Electric without damage and labeled with the return authorization number. All returns to be sent COLLECT using the Tavrida Electric’s approved carrier as stated on the Return Authorization Form. Returns that result from a Tavrida Electric error will be “Plus Freight”, which means that Tavrida Electric will pay the freight charges. For returns that are as a result of a Purchaser error or Program Return, these shipments will be “Less Freight”, which means that Tavrida Electric will pay the carrier and deduct the freight charges from the credit. Any cost incurred by Tavrida Electric to put equipment in first class condition will be charged to the Purchaser. Returns will be credited at price invoiced by Tavrida Electric less a restocking fee of 25% invoice price. Special Order and Custom equipment is not returnable. Tavrida Electric shall bear the cost of returns resulting from Tavrida Electric error, and method and route of return will be at the discretion of Tavrida Electric. Costs incurred by failure to follow Tavrida Electric directions will be borne by the Purchaser.

XXI. NUCLEAR APPLICATIONS:

  • While Tavrida Electric’s products are intended for electrical applications, Tavrida Electric, its contractors and suppliers of any tier shall have no liability for any damage, injury or contamination whatsoever in connection with NUCLEAR APPLICATION however arising including without restriction in contract, warranty, tort (including negligence and strict liability) or otherwise and Purchaser shall indemnify and hold harmless Tavrida Electric, its directors, officers, agents, contractors and suppliers of any tier from and against any and all claims, demands, actions, suits, losses, costs, charges, expenses, damages and liability whatsoever in connection with such use.

XXII. PATTERNS AND TOOLS:

  • Notice will be given if special patterns or tools are required to complete any order. Charges for such patterns or tools do not convey title thereto or the right to remove them from Tavrida Electric’s plant. If patterns or tools are not used for a period of two years. Tavrida Electric shall have the right to scrap them without notice.

XXIII. PRODUCT NOTICES:

  • Purchaser shall promptly supply the user (including its employees) of the product with all Tavrida Electric supplied product notices, warnings, instructions, recommendations and similar materials.

  • Tavrida Electric reserves the right to correct errors or omissions in quotations, acknowledgments, invoices, or other documents.

XXIV. WORKPLACE HEALTH AND SAFETY COMPLIANCE:

  • Compliance with ALL WORKPLACE HEALTH AND SAFETY laws during the operation or use of the products(s) is the sole responsibility of the Purchaser.

XXV. TERMINATION:

  • Any order may be terminated by the Purchaser only upon written notice to Tavrida Electric and upon payment of reasonable and proper termination charges based on the price of the terminated order and reimbursement of all direct costs and expenses associate with the order caused by such termination and shall include a reasonable profit. Any order for special or custom ordered equipment is not cancelable after commencement of manufacturing.

XXVI. CANCELLATION:

  • Tavrida Electric shall have the right to cancel any order or contract at any time by written notice for any material breach of the contract by the Purchaser, including material delays in releasing equipment for manufacture of approval drawings and excessive changes to specifications or drawings.