Terms & Conditions

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Terms & Conditions

Terms & Conditions of Purchase

GENERAL– An agreement (“the Contract”) between Captec Americas Inc. (hereinafter called Captec) 15 Saltsman Drive, Unit 4, Cambridge, Ontario. ON N3H 4R7, Canada, and the Supplier (“the Supplier”) for the supply of goods and services (“the Goods”) listed on any purchase orders placed by Captec on the supplier. These Conditions of Purchase and any other specified or referred to shall arise following receipt by the Supplier of the Purchase Order. These conditions may only be varied by Captec in writing, and the Supplier’s supply of the Goods shall constitute acceptance of these conditions. A reference to Contract or Kanban Contract on the Purchase Order shall mean that the Contract shall be subject to the terms set out in the separate Contract inquiry and shall be varied accordingly.
DESCRIPTION– The Goods shall be fit for the intended purpose of use and of the quality described and in accordance with all respects with the terms of the Contract and any other relevant details drawn to the Supplier’s attention or published by the Supplier, before the Contract. The Supplier shall ensure that the Goods, including any packaging, comply with all relevant regulatory requirements and/or codes of practice, including current RoHS directives. In the absence of a specification or sample the Goods shall be within normal limits of industrial quality.
DELIVERY RISK AND TITLE– Delivery shall be made to the stated place on the date specified on Captec’s Purchase Order. Should the Goods or any part of them not be delivered within the time specified, Captec shall have the right to terminate the Contract either wholly or to the extent of the Supplier’s default. Risk in and title to the Goods shall pass to Captec on delivery (unless otherwise dictated by the Incoterm stated in the contract). Captec’s order number and part numbers (where relevant) stated on the Purchase Order must be quoted on all documentation. Failure to do so shall entitle Captec to reject the Goods and will cause delay in payment of invoices.
LOSS OR DAMAGE IN TRANSIT– Captec shall advise the Supplier in writing of any loss, damage, defects, or non-delivery of any separate part of a consignment within seven days of the date of delivery of the consignment or part consignment, or for non-delivery of whole consignment, within 21 days of Captec’s receipt of notice of dispatch. The Supplier shall immediately make good, free of charge to Captec, any loss or damage to or defect in the Goods where Captec gives such notice.
PRICE AND PAYMENT– The price of the Goods shall be fixed as stated on the Purchase Order (subject to the provisions of Condition13 – Variations) and shall include delivery to the place specified on the Purchase Order. Unless otherwise stated or unless Goods are rejected under condition 6 (Inspection & Rejection), payment will be made 30 days following month end from receipt of a properly documented invoice on which applicable taxes shall be separately shown.
INSPECTION AND REJECTION– Captec, or its authorized representative, shall have the right to inspect the Goods at the Supplier’s works and the works of the Supplier’s sub-contractor at all reasonable times during the manufacture and during a reasonable period after delivery and to reject any parts of the Goods that do not comply with the terms of the Contract. Any inspection checking approval carried out on behalf of Captec shall not relieve the Supplier from any of its obligations under the Contract. Captec shall have the right in respect of any rejected Goods, to purchase similar goods elsewhere and return the rejected Goods at the Supplier’s risk and expense but without prejudice to any other right Captec may have against the Supplier. Before exercising its right to purchase elsewhere, Captec shall allow the Supplier a reasonable period at its own risk and expense to remove the rejected Goods and replace them with Goods which comply with the provisions of the Contract.
WARRANTY– The Supplier shall, as soon as reasonably practical, repair or replace free of charge all Goods which are or become defective during a period of 24 months* from the date of delivery, where such defects occur under proper usage and are due to faulty design, the Supplier erroneous instructions as to use, or inadequate or faulty materials or workmanship, or any other breach of the Supplier’s warranties, express or implied. Repairs and replacements shall themselves be subject to the preceding obligations for a period of 24 months* from the date of delivery, reinstallation or passing of tests, whichever is appropriate after repair or replacement. 24 months* unless stated otherwise in the Contract.
INTELLECTUAL PROPERTY– Except to the extent that any claim arises as a result of the negligence of Captec or the manufacturers of the Goods in accordance with a design or instruction furnished by Captec, the Supplier warrants that the sale and use of the Goods by Captec does not and will not infringe any patent or other intellectual property rights of any third party, and undertakes to indemnify Captec in respect of any loss, expense or damage Captec may incur as a result of a breach of this warranty.
SAFETY– The Supplier shall be responsible at its own expense for the safe and suitable packaging of the Goods and where relevant the proper information for their safe use. The Supplier shall observe the requirements of Canadian and International Agreements relating to the packaging, labelling and carriage of hazardous Goods. All information held by, or reasonably available to, the Supplier regarding any potential hazards known or believed to exist in the transport, handling or use of the Goods supplied shall be promptly communicated to Captec.
ASSIGNMENT AND SUB-CONTRACTING– The Supplier shall not assign the Contract, nor sub-contracted either in whole or part, except with Captec’s written consent. This shall not be necessary in the case of sub-contracts for materials, proprietary items andminor items or for any part of the work so specified in the Contract. The Supplier shall be responsible for all work done or Goods supplied by any sub-contractor.
FREE ISSUE MATERIAL– The title to material issued free of charge to the Supplier shall remain with Captec at all The Supplier shall maintain all such material in good condition and shall use it solely for the purpose of the Contract and shall return it on completion of the contract, or earlier if so, requested by Captec. In the event that the Supplier fails to return the free issue material or becomes insolvent as defined in condition 23 Captec shall be entitled to enter the Supplier’s premises with such transportation as may be necessary and repossess such material without prior notice.
PARTLY FINISHED GOODS– If the Supplier commits a material breach of the Contract and fails to rectify such breach within a period of ten days, or if the Supplier becomes insolvent as defined in Condition 23 the Contract shall automatically terminate and title to any partly finished Goods shall vest in Captec who may take immediate possession of those Goods in the same manner as provided in Condition 11.
VARIATIONS– The Supplier shall not alter any part of the Goods except as authorised by Captec in writing. Captec shall have the right at any time to add to, omit or otherwise vary the Goods in any respect, and the Supplier shall carry out such variations as though they were part of the original Contract subject to: (i) Captec reimbursing any additional costs reasonably incurred by the Supplier in carrying out the variation: and (ii) any additional costs and charges in delivery date or specification resulting from such variation being agreed in advance by Captec in writing. Captec shall be entitled to cancel the Contract at any time subject to payment to the Supplier of all costs reasonably incurred by the Supplier to the date of the cancellation and otherwise on the same basis as Condition 12.
DOCUMENTS AND INFORMATION– All specifications, plans, drawings, process information, patterns, designs and other information issued or communicated by Captec to the Supplier in connection with the Contract are confidential and shall not be used by the Supplier except for purposes of the Contract. Said material and information may not be copied, reproduced, published or disclosed to any third party without the consent in writing of Captec. Title to all such items shall remain with Captec at all times and shall on fulfilment of the Contract, at Captec’s discretion, either be returned or destroyed with reasonable evidence of destruction provided.
REPRODUCTION RIGHTS– The Supplier grants Captec the right, without limitation in time, to reproduce, use and disclose in connection with the use, maintenance and service of the Goods, all reports, drawings and reproductions thereof, data and technical information delivered by the Supplier.
FORCE MAJEURE– Neither party shall be liable for any failure to fulfil any term or condition of the Contract, if fulfilment has been delayed, hindered or prevented by circumstances beyond its reasonable control. During any period of force majeure, the party affected shall at all times use its reasonable endeavours to minimise the adverse effects on the other. If an event of force majeure exceeds a period of 30 days or such period as is reasonable in the circumstances either party shall have the right to terminate the Contract upon 14 days written notice to the other.
CHILD LABOUR. The Supplier will not use child labour. “Child” is any person who is either (1) younger than 16, or (2) younger than the minimum age required for the employment under applicable law. The Supplier will comply with all applicable laws and regulations regarding the employment of minors and seek ways to ensure that its supply chains are also compliant. Any suspected breach may result in termination of this contract.
COMMERCIAL BRIBERY. The Supplier also guarantees to Captec, that no payment of money or provision of anything of value will be offered, paid or transferred, directly or indirectly, by any person or entity which constitute or have the purpose or effect of public or commercial bribery. The Supplier will comply with all applicable laws and regulations regarding commercial bribery.
MODERN SLAVERY. The Supplier will comply with all applicable laws regarding Bill C-243 and seek ways to ensure that its supply chains are also compliant. Any suspected breach may result in termination of this contract.
COUNTERFEIT GOODS PREVENTION. The supplier agrees and shall ensure Counterfeit Goods are not contained in the Goods delivered to the Buyer through the implementation of policies that include prevention, detection and risk mitigation methods to protect against the use of counterfeit parts. The Supplier shall purchase parts directly from the Original Equipment Manufacturer (OEM)/Original Component Manufacturer (OCM) or from a distributor authorised by the OEM/OCM. Procurement through an independent distributor or broker is NOT Authorised.
CONFLICT MINERALS.All Captec suppliers shall disclose any “conflict minerals” (as such term is defined below) used in the production of any product subject to this agreement. As used above, the term “conflict minerals” shall have the meaning ascribed to it and shall include, without limitation, columbite-tantalite (coltan), cassiterite, gold, wolframite or their derivatives, or any other mineral or its derivatives.
ENVIRONMENTAL PROTECTION. The Supplier will comply fully with all applicable environmental laws, and seek ways to conserve natural resources and energy, reduce waste and the use of hazardous substances, and minimize any adverse impacts to the environment.
INSOLVENCY– If the Supplier becomes bankrupt, or makes any arrangement with its creditors, or being a Company goes into liquidation or has a receiver appointed, or any equivalent of these occurrences under foreign law, Captec may, without compensation, forthwith terminate the Contract by written notice to the Supplier without prejudice to any other rights or remedies Captec may have.
TECHNICAL ARBITRATION– If any dispute or difference of a technical nature shall arise at any time during or on completion of the Contract, which is incapable of resolution between the parties, this shall be referred to an independent expert to be appointed by agreement between the parties.
MISCELLANEOUS– The failure of Captec to enforce its rights under the Contract at any time shall not be construed as a waiver of any such right, Captec shall have the right to set off any amounts owed by it to the Supplier against unpaid invoices due from the Supplier to Captec. In the event of any inconsistency between these Conditions of Purchase and any additional conditions forming part of the Contract the additional conditions prevail.
GOVERNING LAW– the Law of Canada to apply.

Terms & Conditions of Sale

Terms and Conditions of Sale

We value our customers and endeavour to work with them in a professional and ethical way. In order to help us to maintain good relationships, our terms and conditions of sale are documented below. These are our standard terms which shall apply whenever we accept a purchase order from a customer. Where appropriate, we are open to negotiation in consideration of mutually agreeable terms to address any variance on any specific items.

General

Unless otherwise stated in writing, in any contract between Captec Americas Inc. (hereinafter called Captec) and a Customer, the following standard conditions shall apply to all contracts between Captec and the Customer relating to the sale of goods and will supersede any and all conditions of the Customer’s purchase order.

Quotation and Acceptance

Unless otherwise stated, Quotations are valid for 30 days and represent no obligation until Captec accepts the order. Captec reserves the right to adjust the price to correspond with conditions prevailing at the date of dispatch.

Price and Delivery

Prices do not include applicable taxes, Carriage and Insurance, unless explicitly stated otherwise.
Any delivery period quoted is an estimate only and commences from Captec’s acknowledgement of the order. Captec will take all reasonable steps to deliver the goods at the time stated and shall be under no liability whatsoever for failure to do so.
Captec reserves the right to deliver in more than one consignment and to invoice separately.
Should a customer request Captec to withhold delivery for any reason, Captec reserves the right to invoice the goods at the original delivery date which will be the date of commencement of the warranty.

Terms of Payment

Unless stated in writing from Captec, payment terms are strictly 30 days from the date of invoice. Captec shall be entitled in the event that the amount payable to it under any contract is overdue, without prejudice to any other right, suspend deliveries until such payments have been made and further payments secured to Captec’s satisfaction. Captec reserves the right to pass any debt beyond the 30 days payment period to its own debt collection agency, to expedite recovery of sums overdue.

Force Majeure

If Captec is prevented from, delayed or hindered (whether wholly or in part) in performance of any contract or in compliance with any condition or performance of any warranty given by strike, lockout, trade dispute, act of God, war, riot, explosion, fire, shortage of materials, labour or transport or fuel, or without limiting the generality of the foregoing by other cause or consequence outside Captec’s direct control, whether affecting its own business or that of any supplier or subcontractor, Captec shall not be liable for any loss or damage (direct, indirect or consequential) to the Customer or any third party.

Goods and Services Tax

Applicable taxes at the time of shipment will be applied.

Title of Goods

The property in the goods shall not pass to the Customer and the full legal and beneficial ownership of the goods shall remain with Captec unless and until Captec has received payment in full for the goods subject to a particular contract and all other goods the subject of any other contract between the Customer and Captec. At which time the payment of the full price of the goods sold under this contract have been delivered to the Customer but not paid for in full. The goods remain entirely at the Customer’s risk after delivery has been made by Captec, whether or not title to property has passed to Customer.

Repossession

Captec shall be entitled to immediate re-delivery of the goods any time after the due date for payment or before such due date in the case of occurrence of any of the following events namely:

Appointment of a receiver or liquidator over assets of the Customer, or
The bankruptcy of the Customer (if an individual or partnership), or
The Customer being unable to meet its debts in the normal course of business and for the purpose of such recovery and/or resale of the goods Captec shall be entitled and the Customer hereby grants to Captec its officers, servants or agent a licence (which will be binding upon the Customer’s liquidator, receiver or trustee in bankruptcy [as appropriate]) to enter upon the premises of the Customer during normal business hours and to remove the goods from the Customer’s premises.

Hardware and Warranty

Captec warrants, for 12 months, to the original purchaser of Captec’s goods which proves defective during normal use, that it will replace, or repair, parts found by Captec to be defective due to faulty workmanship or faulty parts. Captec accepts no responsibility for, and issues no warranty for, goods which have not been used in accordance with the specifications for said parts.

Returns of Goods

Captec is under no obligation to accept return of goods that have been ordered in error or are no longer required by the Customer. Any return of goods must first be authorised by Captec, who will issue a Returns Authorisation Number. Any goods returned without this number will not be accepted. Unless agreed otherwise it shall be the responsibility of the Customer to deliver returned goods to Captec and cover risk during delivery. Where goods have been incorrectly ordered or found to be in excess of requirements, these will not be accepted back except by prior arrangement with our sales Department. A 15% re-stocking charge will be made and any repairs, repackaging or re-configuration will be additionally charged.

Queries and Complaints

Any query or complaint by the Customer relating to any contract for supply of goods must be notified by the Customer to Captec in writing within 14 days of the date of issue of the delivery note for such contract.

Proper Law

These conditions shall be governed and construed by Canadian Law and the Canadian courts shall have exclusive jurisdiction in connection herewith.

Credit Accounts

Opening a Credit Account

We offer credit account facilities for our regular customers. To open an account, simply complete an application form.

The form is available from our accounts department.

The credit account application form needs to be completed in full and returned to our credit control department by email, post or fax.

Our standard terms of payment are 30 days, on approved credit, from the date of invoice. These terms can vary subject to negotiation based on individual requirements, credit ratings and references. Where alternative terms are required, please do not hesitate to discuss this with your Captec Account Manager, or our accounts department.

Pro-forma payments

Where credit account facilities have not been set up, we can accept orders based on payment against a pro-forma invoice.

Contacting our Accounts Department

Our accounts department is open from 08:30 to 17:00, Monday to Friday.

Tel: +1 (519) 650-4000

Fax: +1 (519) 650-2000

Toll Free: +1 866-732-1186

Email: finance@captec-group.com

Customer Satisfaction

At Captec, we believe that if we don’t look after our customers, somebody else will. This is why we are committed to supporting and protecting the interests of our valued customers.

Our goal is to ensure everyone at Captec is customer focused and that we maintain the highest standards of customer service and satisfaction we can. We greatly appreciate customer feedback to help us identify opportunities to improve and ensure we meet the expectations of our customers.

We strive to consistently deliver the best service we can. Knowing what we have done well provides invaluable motivation. Knowing what we could have done better helps us to improve. Ultimately, this will help to continuously improve the product, service and experience we deliver to our customers.

We invite all our customers to give us honest and candid feedback as frequently as possible.

Please submit your feedback via our Contact Us form

Partner Ecosystem

At Captec, we embrace a model of open innovation and collaborative business development through our partner ecosystem. This framework enables us to compete and thrive in a complex business environment.

Specialist, controlled and certified computing is an expert arena, requiring multidisciplinary skills related to innovation and execution. We recognise that to address and solve increasingly complex computing problems, collaboration within a partner ecosystem forms the way of the future.

We are continuously forging new relationships with innovation and business partners on an international scale. Our partner ecosystem is comprised of a spectrum of technology, software, systems integration and channel partners. We are focused on four primary communities:

Universities and research establishments
Supply chain
Business partners
Channel partners

Computing platforms used in our core applications consist of a value stack of hardware, software and services carefully combined and balanced to perform an intended role.

Intelligent systems are driving the need for greater integration from sensor-to-solution. But the industrial and embedded computing supply chain is largely fragmented, so few suppliers can offer a full complement of the IP, and capabilities required. Only well architected technology ecosystems can deliver complete solutions.

If you have computing related technology that can stimulate innovation or accelerate market adoption, we are keen to engage with you and form a relationship where we combine to create greater value for our customers.