Scope
The following terms and conditions (“Novotech Terms and Conditions”) shall apply to all sales of products by Novotech Technologies Corporation (“Novotech”). By agreeing to purchase products from Novotech (the “Products”), the Buyer agrees to be bound by the Novotech Terms and Conditions and is deemed to have full knowledge thereof.
Definitions
As used in Novotech’s Terms and Conditions, unless the subject-matter or context is inconsistent, the following terms shall have the following meanings:
- “Business Day” means every day between and including Monday to Friday excluding public holidays.
- “Order” means a commitment for the purchase by the Buyer of the Products in the Quotation.
Products, Quantities and Pricing
Novotech agrees to sell to the Buyer the Products at the prices and quantities detailed in the Novotech quotation (the “Quotation”). The Quotation constitutes an offer that is valid for thirty (30) calendar days from the date of the Quotation. Prices include packaging but do not include any taxes. Taxes will be added where Novotech is required by law to collect them and will be paid by Buyer unless Buyer provides a proper tax exemption certificate to Novotech. Novotech shall have the right to change prices upon prior reasonable notice (and in any case no shorter than two weeks) to the customer. The revised prices shall apply from their date of effectiveness to any new shipment, whether new or existing Purchases Orders.
Delivery Date
If a delivery date is specified at the time of Quotation (the “Delivery Date”) it will represent the best estimate of when Novotech will ship products to the Buyer, however, this in no way constitutes a guarantee. Prior to an order confirmation being issued by Novotech to the Buyer, the delivery date may be subject to change without notice.
Order Cancellation
The Buyer may cancel Orders for standard Products in whole or in part upon written notice to Novotech provided such notice is received at least thirty (30) days prior to the delivery date. Orders for non-standard Products are non-cancelable and non-returnable.
Order Postponement
The Buyer may postpone Orders for standard products upon written notice to Novotech provided such notice is received at least two (2) weeks prior to the delivery date. Buyer may postpone Orders for non-standard products upon written notice to Novotech provided such notice is received at least thirty (30) days prior to the Delivery Date. In no event shall a postponement exceed sixty (60) days from the original Delivery Date. Once postponed, an Order is non-cancelable and may not be further postponed.
Delivery
Delivery of the products shall be F.O.B. point of shipment from Novotech’s warehouse location, and as such title and risk of loss shall pass to the Buyer upon delivery of the Products by Novotech to the carrier. Claims against Novotech for shortages, defects, damaged products or deficiencies must be made within five (5) days after receipt of Order. Novotech may make deliveries in instalments with corresponding partial invoicing.
Payment Terms
Unless the Buyer is approved by Novotech for a Special Payment Plan as described in Special payment plans, the following payment terms shall apply. The Buyer shall pay Novotech in full, including any related prepaid freight transportation charges and taxes as itemized in Novotech’s invoice, upon shipment of the Order. However, where the Buyer has requested credit and the request has been approved by Novotech, the Buyer may instead make full payment within thirty (30) calendar days of the invoice date. No discounts are authorized. Each shipment shall be separately invoiced and paid for when due without regard to other shipments. Until a credit note from Novotech is issued the Buyer shall not apply pending product returns and other account credits. Should the Buyer fail to make any payment when due or defaults in any way, Novotech reserves the right to withdraw credit and suspend or cancel performance under any or all Orders from the Buyer. Late payments are subject to interest at the rate of 1.5% per month (an effective annual rate of 18%.)
Return Material Authorization (RMA) / Returns
Novotech shall accept returns only after a RMA number is issued by Novotech authorizing return of product. Prior to return of any products to Novotech, the Buyer shall obtain the Novotech RMA number by advising Novotech of: quantity, part number, original purchase order number, original shipment number, original invoice number, serial number and a detailed reason for product return. The Buyer shall promptly ship all products relating to the valid return to Novotech’s designated address freight prepaid by the Buyer. Such return shipments must be in original packaging and shall display appropriate reference to the Novotech RMA number on the exterior of all containers in which the returned product is shipped. Unauthorized returns or returns which fail to display appropriate reference may be subject to return to the Buyer, freight collect. Final approval by Novotech as to credit or replacement in the event of defective product returns may be held pending verification of all pertinent facts, inspection and/or testing by original manufacturers. Novotech shall not be liable for reimbursement to the Buyer of any non-refunded import duties applicable to returned products.
Returns for non-defective standard product can be subject to a minimum 25% re-stocking fee. Non-defective non-standard product cannot be returned.
Limitation of Liability
Novotech’s liability shall not exceed the original purchase price of the Products. In no event shall Novotech be liable for special, incidental, indirect, consequential, exemplary or punitive damages, including but not limited to, lost profits or revenue, loss of use, and cost of substitute Products, however caused, and whether or not Novotech was advised of the possibility of such damages.
Warranty
There are no warranties either expressed or implied by Novotech with respect to the Products. The Buyer shall be limited to the Product warranties of the respective manufacturers thereof.
Buyer Part Numbers and Specifications
Buyer part numbers are shown for reference only. Buyer specifications and/or provisioning will be followed only if Novotech has explicitly agreed in writing to do so on the Novotech quotation.
Assignment, Jurisdiction, Entire Agreement, Language
The Buyer shall not assign any agreements, in whole or in part, or any rights hereunder without prior written consent of Novotech.
The Novotech Terms and Conditions shall be construed in accordance with and governed by the laws of the State or Province of the Novotech warehouse referenced on the Quotation.
No amendment to these Novotech Terms and Conditions shall be binding upon Novotech unless the amendment has been expressly agreed to by Novotech and appears in writing on the Novotech quotation to which the amendment applies.
These Novotech Terms and Conditions, the Quotation and the Buyer’s agreement thereto constitute the entire understanding between the parties with regard to the products detailed in the attached quotation, and supersede and replace all prior or contemporaneous agreements, representations, written or verbal, between the parties. Novotech recognizes that for convenience, either party may use standardized documents, including but not limited to purchase order forms, order forms and confirmation forms, which may contain terms that appear to add to or amend these Novotech Terms and Conditions. It is therefore expressly agreed that any apparent addition or amendment, whether from a standardized document or otherwise, that is not both approved by Novotech and written in the Quotation is completely null and void.
It is the express wish of the parties that any agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties qu’un convention et tous les documents s'y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement. Es el deseo de las partes que cualquier acuerdo y todos los documentos relacionados , incluidos los avisos y otras comunicaciones , sean escritos en sólo Inglés.
Special Payment Plans
Novotech may from time to time offer special payment plans with different payment terms from those detailed in paragraph “Payment Terms”. Special payment plans are only available subject to Novotech’s approval, and for orders worth greater than twenty-thousand US dollars ($20,000 USD). There is no administration fee for entering into a special payment plan.
Novotech may offer a special "No fee, no interest", equal payment plan (“Deferred Payment Plan”) for approved Buyers. Under an Deferred Payment Plan, the Buyer may satisfy the full amount owing, by paying the total amount in equal monthly instalments over a maximum twelve (12) month period. Applicable sales taxes and shipping charges, tariffs and duties are not eligible for payment under an Deferred Payment Plan and must be paid in full upon shipment. Interest does not accrue during the period of the Deferred Payment Plan.
The first payment of a Deferred Payment Plan is due upon shipment in advance delivery and subsequent payments are due monthly thereafter. Novotech will provide invoices under the Deferred Payment Plan in advance of the due date of those payments.
A Deferred payment plan is set up for each order in its entirety. For clarity Novotech will not allow you to order product and then choose to apportion the Deferred Payment Plan and accept normal terms on the balance.
If during the course of an Special Payment Plan, Novotech does not receive the payment of an instalment within twenty-four (24) calendar days of the date specified on the invoice, or any default (other than a payment default) occurs under these terms, the entire balance will become due and payable, including balances originating from orders other than the payment which lead to the late payment/default. Interest on the balance will accrue from the day after the date of the invoice that is in default at the rate of 1.5% per month (an effective annual rate of 18%.)
In the normal course of a Special Payment Plan, the Buyer is required to pay in full by the due date, that month’s Special Payment Plan instalment. Any unpaid portion not received by the due date will no longer form part of the Special Payment Plan, and interest will accrue on that amount from the day after the date of the invoice that is in default at the rate of 1.5% per month (an effective annual rate of 18%). The Special Payment Plan is subject to change or cancellation without notice and cannot be combined with other promotional offers.