1. Introduction

These Commercial Terms of Sale (the “Agreement”) govern your purchase and use of products and services from SS Metrology. This Agreement becomes effective upon the earliest of (i) your submission of a purchase order referencing a quote, (ii) your acceptance of these terms, or (iii) your purchase from a reseller that incorporates these terms. SS Metrology products and services are for internal business use only and are not for resale.

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2. Quotes, Ordering, and Payment

A. Quotes and Orders: Orders may be submitted by purchase order, signed quote, or official SS Metrology order form. Orders are subject to acceptance. Prices remain valid until the expiration date of the quote but may change due to material or labor cost fluctuations. SS Metrology is not responsible for typographical or pricing errors and may cancel orders affected by such errors.

B. Product Revisions: SS Metrology may revise or discontinue any product or service prior to delivery. If a change is made, the replacement will meet or exceed published specifications. Components used for repair or replacement may be new or refurbished.

C. Shipping and Risk of Loss: Shipping charges are not included unless specified. Title to hardware transfers upon shipment. Risk of loss during transit lies with the party that selected the shipping carrier.

D. Payment Terms: Payment is due based on the terms indicated on the invoice, typically net 30 days unless otherwise agreed.

 

3. ReturnsReturns are accepted within 14 days of delivery with a Return Merchandise Authorization (RMA#). All returns are subject to a 30% restocking fee unless the item is deemed defective by SS Metrology’s technical support. Products must be returned in original condition with all packaging and accessories.Defective products will be exchanged or repaired at SS Metrology’s discretion. Items not confirmed defective or returned after 14 days will not be accepted.

 

4. Limited Warranty

A. Warranty Coverage: Warranties are defined in the product documentation. In the absence of such documentation, SS Metrology warrants its products against material defects for a period of 12 months from delivery.

B. Exclusions: The warranty does not cover damage caused by misuse, unauthorized service, neglect, accidents, improper use, or the use of parts not provided by SS Metrology.

C. Third-Party Products: Warranties for third-party products are provided by the original manufacturer.

D. Disclaimer: Except as expressly stated, SS Metrology disclaims all implied warranties, including fitness for a particular purpose and non-infringement. Products are not intended for high-risk applications unless explicitly certified.

 

5. Confidentiality

Confidential Information disclosed in connection with this Agreement must be kept confidential for a period of three (3) years, except for trade secrets or intellectual property information, which shall remain confidential indefinitely. Disclosure is limited to personnel or agents on a need-to-know basis.

 

6. Indemnification

A. By SS Metrology: SS Metrology will defend and indemnify customers against third-party intellectual property claims related to SS Metrology-branded products, provided the customer notifies SS Metrology promptly and allows it to control the defense.

B. By Customer: Customers will indemnify SS Metrology for any claims arising from misuse, integration of third-party components without authorization, or breach of export laws or intellectual property rights.

C. Bodily Injury: Each party agrees to indemnify the other against third-party bodily injury claims caused by gross negligence or willful misconduct.

 

7. Compliance with LawsCustomers are responsible for complying with all applicable local, federal, and international laws, including export control laws. Products may not be resold or exported without proper authorization.

 

8. Termination and SuspensionSS Metrology may suspend or terminate service if fraudulent or illegal activity is suspected. Either party may terminate this Agreement upon a material breach not remedied within 30 days of written notice. Certain obligations such as payment, confidentiality, and indemnification will survive termination.

 

9. Limitation of LiabilitySS Metrology shall not be liable for indirect, incidental, punitive, or consequential damages. SS Metrology’s maximum liability shall not exceed the amount paid by the customer for the product or service giving rise to the claim during the 12 months prior to the claim.

 

10. Additional Terms

A. Independent Contractors: The parties are independent contractors. Neither party may bind the other without written consent.

B. Force Majeure: Neither party shall be liable for delays caused by events beyond their control, such as natural disasters or government actions.

C. Governing Law: This Agreement shall be governed by the laws of the Province of Ontario, Canada, without regard to conflicts of law.

D. Dispute Resolution: Any legal action shall be brought in the courts of Ontario, Canada.

E. Limitation Period: No claim may be brought more than two (2) years after the cause of action arises.

F. Notices: Notices must be sent by email or registered mail to:SS Metrology SolutionsEast Tower, 2233 Argentia Rd, Suite 302Mississauga, ON L5N 2X7Email: info@ssmetrologysolutions.com

G. Entire Agreement: This document is the complete agreement between the parties. No preprinted purchase order terms shall apply. Modifications must be in writing and signed by both parties. If any term is deemed unenforceable, the remaining provisions shall remain in full effect.

 

11. Terms of Use

A. Conditions of Use: By accessing ssmetrologysolutions.com or placing an order, you agree to these conditions.

B. Privacy: See our Privacy Policy to understand how your information is handled.

C. Electronic Communications: You agree to receive communications from us electronically.

D. Copyright: All content on our website is the property of SS Metrology or its suppliers and protected by copyright laws.

E. Trademarks: SS Metrology trademarks may not be used without express written permission.

F. License and Site Access: You are granted a limited license to access and use our website for personal or business reference only.

G. Membership Accounts: You are responsible for maintaining the confidentiality of your account and password.

H. User Content: You may post content if it is lawful and respectful. By doing so, you grant SS Metrology a license to use that content.

I. Risk of Loss: Title and risk of loss pass to you upon delivery to the carrier.

J. Product Descriptions: We attempt to be accurate but do not warrant completeness or error-free content.

K. Disclaimer: The site is provided “as is” without warranties of any kind. We are not liable for damages arising from its use.

L. Applicable Law: Use of our website and any disputes will be governed by the laws of Ontario, Canada.

M. Modifications: We reserve the right to update our policies and terms at any time.

N. Questions: Please contact info@ssmetrologysolutions.com for questions about these terms.