General terms

Delivery time is valid at the date of present quotation and will have to be confirmed at purchase order date
Delivery is linked to the availability of components and backlog upon receipt of purchase order, your initial payment and your samples, and when all the details are clarified
Prices may be adjusted according to CAD/US exchange rate variations at time of signature
Current rate is the one specified at www.xe.com at the date of the price quote
Delivery time is in working weeks
Living expenses and other fees: The following fees are typically covered with a pre-determined fixed cost package depending on the equipment and the geography or invoiced at Cost + N%. Here are the details.
- Transportation time --> [Included in package] or [Re-invoiced at Cost + 15%]
- Car transportation fees (AGT employee's vehicle) --> [Included in package] or [Re-invoiced at Cost + 15%]
- Other transportation fees (car rental, taxi, flight, etc.) --> [Included in package] or [Re-invoiced at Cost + 15%]
- Lodging (hotel, etc.) --> [Included in package] or [Re-invoiced at Cost + 15%]
- Meals --> [Included in package] or [Per diem]

General clauses

A. PURCHASER’S RESPONSIBILITY

Without limiting any of the above, CUSTOMER must provide an adequate technical support to AGT professionals during designing, manufacturing, installation and startup. CUSTOMER must have a representative available to answer any questions concerning design, choice of material, operations and any other item concerning the equipment mentioned in this document. The representative must, among other things, be available to acknowledge the manufacturing progress at different stages, take part in various tests in our workshop, to certify equipment before delivery and approve installation according to the agreement made with AGT. CUSTOMER also must provide all technical information AGT may request, which is relevant or necessary for the project’s progress (To supply all necessary CAD drawings in AutoCAD format of parts, equipment and structures). The CUSTOMER is responsible to provide the parts or necessary materials to accomplish the tests and this in sufficient quantity. The CUSTOMER is also responsible to verify the layout of the equipment in his environment.

B. CHANGES AND DELAYS

The delivery period mentioned must be interpreted as an estimate and no production planning must be based on this estimate. This time is calculated after reception of the P.O. and first payment. The delivery date might be revised according to the work in progress and periods of holidays. If, customer requests AGT to anticipate the delivery date, any work beyond normal work hours will be charged in overtime according to the rates in force. All changes or modification requests made by the CUSTOMER to AGT may, according to AGT decision, bring price adjustment regarding to this contract. In addition, if any delay or work interruption is caused by CUSTOMER, AGT keeps the rights to charge all expenses related to these facts. Only AGT is in charge for the choices of technical methods and their procedures for design, manufacturing, and equipment installation.

C. RIGHTS

For any unpaid balance, 2% by month or 24% yearly interests will be applied. CUSTOMER is responsible for any expense incurred by AGT to collect missed payments and for judicial fees with a maximum amount of 25% of the unpaid balance and the related interest. Until equipment is entirely paid, it stays an exclusive AGT property. If the CUSTOMER does not respect the payment term agreement or one or many clauses stipulated in the present document, AGT will have the option to take back ownership of the equipment or move it from any place the equipment may be without any notice or judicial procedure. If such an event occurs, the CUSTOMER will still be responsible for the payment of the entire selling price of the equipment to AGT and AGT may keep the payment already made for damages compensation. AGT, subject to laws in force, may benefit the legal mortgage as warranty for sold equipment payments.

D. DELIVERY

Delivery date will be registered as the date when the carrier took in charge the equipment from AGT. Equipment delivery establish the acceptation of the CUSTOMER that the equipment is in accordance to the one that has been ordered and establish the starting point of risks transfer. So, from delivery date, the customer exclusively takes in charge all risks of a total or partial loss of the equipment and compensation to AGT for damages for the equipment related to this contract. Once the start-up the equipment is done, the CUSTOMER must sign the start-up sheet approval. The signature of the start-up approval confirms that the CUSTOMER is satisfied of its operation.

E. INSURANCE

The losses, resulting from a fire or any other sinister, which would damage or destroy the sold machinery, will be the CUSTOMER’S responsibility from the moment the machinery is delivered. The CUSTOMER must commit to procure the necessary insurances at its expense to cover these losses or damages up to the selling price with payable indemnity to AGT, and that until the selling price is entirely paid. If the CUSTOMER does not accept the responsibility, AGT may insure the equipment and to add the insurance cost to the selling price.

F. CLAIMS

Any claim for mistakes in the delivery or missing materials will be considered only if it is made in writing within ten days after the reception of the machinery. We do not assume any responsibility for the delays, damage or losses due to an ‘act of God’, explosions, problems due to transport, accidents, fires, strikes, lockouts, and acts of public authority, riots or any other cause beyond our control. Without restriction to the general range of what precedes, we will not be held responsible for the loss or damages resulting from an interruption, complete or partial, of the production at your company, loss of your product or reduction in your production, or for any other damage whatever it may be.

G. GUARANTEE

We guarantee that the sold machinery will carry out the tasks as described in the above section GENERAL DESCRIPTION. It is understood that we do not give any guarantee, legal or conventional, other than the ones mentioned above. We do not assume any responsibility for the losses, damages or other expenditures of any kind caused by an unspecified defect in materials, workmanship or parts. AGT guarantees this equipment for the mentioned period beginning at the first of the two following dates; the delivery date or the date when the rights passed to the purchaser. We guarantee to you that if the original purchaser is always in possession of the equipment, we will repair or replace, at our choice, any part that, after our verification, we find defective in material or workmanship except for the components that were purchased and/or assembled by other manufacturers and are part of complete assembly backed by the manufacturer’s guarantee. It is expected that, on request, the parts will be turned over to AGT with satisfactory documentation proving that the equipment was installed and maintained according to the original specifications and maintenance manuals. This guarantee does not cover the equipment, parts or components which were misused, had an accident or improper installation or faulty maintenance or were used for the wrong application. The guarantee does not cover the labor incurred for the repair or the replacement of such equipment, parts or defective components. The effects of corrosion and normal wear and tear are specifically excluded from this liability. Any modification carried out on the equipment without the written agreement of AGT will cancel the present guarantee. Travelling time, travel and living expenses are not covered by the guarantee.

H. SERVICE CALLS

When a service call is made at the request of the purchaser and that the cause of the faulty operation and/or the breakdown of the equipment manufactured by AGT did not prove to be related to the equipment, the service call expense will be invoiced even during the period of guarantee. In the same manner, the CUSTOMER will be invoiced for services which enter within the framework of preventive maintenance or for which there were faulty operations including, without restrictions to, the replacement of fuses, disconnected cables or inappropriate operations.

I. INTERPRETATION

This document will become a formal agreement only after being accepted in writing by you as the CUSTOMER and after it receives the official approval of our company. It is also understood that this document, once agreed upon by the two parties, will become the contract governing the conditions of sale of the machinery described above. Your signatory will be responsible for respecting this agreement. His departure for whatever reason will not, in any way, modify the terms and conditions of this agreement and the CUSTOMER must, via another person, respect the present agreement. This contract may be change partially or completely with agreement from the two parties. Any modification of this kind will come into effect from the date of the signature of the new written agreement joined with this current contract.

J. INTELLECTUAL PROPERTY

The CUSTOMER accept that all concepts, processes or technological manufacturing, plans and specifications or other innovations from the completion of this contract are owned by AGT, which explicitly refuses to sell or to transfer in any way, any intellectual rights of the innovations developed from this contract.

K. CLAUSE ANNULATION

The CUSTOMER may request to end the work in progress. In this case, we shall charge for bought materials and for working hours made since the beginning of the project following the current rates. In addition, 20% of the residual payment shall be charge to the client. Net payment in 30 days.

L. OTHERS CLAUSES

In case of administrative dispute between parties, the parties agree that for claims or legal proceeding to choose the judicial district of Trois-Rivières, Quebec, Canada, for the audition of these claims or legal proceeding. This contract will be governed by the applicable laws of Quebec, Canada.

M. PROCESSES (e.g. Welding, Cutting, Gouging …)

AGT may develop processes procedures and parameters for any specific application. AGT personnel & resources include welding engineers and technicians who will work in collaboration with customers to establish good process procedures to the best of their knowledge. For example, AGT does not provide CWB/AWS approved welding procedures. It is the responsibility of the customer to make sure he follows the applicable codes and standards. It is also the customer’s responsibility to control the quality of the processes and to have a Quality assurance system that will include parts inspection. The customer needs to establish his own criteria for an acceptable/rejectable result. The customer should run appropriate destructive or non-destructive tests on production parts to make sure that the quality level has been reached for the application. For example, it may also be helpful to determine the appropriate position of the weld relative to the part edge as an example of visual inspection criteria. AGT’s engineering team can assist the customer in resolving production & equipment related issues. However, AGT cannot be held responsible for any process defects encountered.

N. ADVERTISING

While not revealing confidential information the customer gives the right to AGT to advertise this project on different platforms (website, presentation, articles, etc.). Unless otherwise specified, I authorize AGT Robotics to take photos and videos during the manufacturing, testing, calibration, delivery and commissioning processes, with or without our parts.

Creation / Revision date: 2019-11-22 / 2024-06-03
Document number: ADM-AGT-000-20191122-R01