Terms & Conditions
These Attached Terms and Conditions (the “Attached Terms“) apply to the purchase of Dynamix Agitators Inc. (“Dynamix“, “We” or “Our“) products (“Products“) by a customer (the “Customer“). Unless otherwise indicated, these terms and conditions will apply to all purchases of Products from Dynamix.
1. Purchase Terms
The Customer’s purchase of Products is governed by:
- the quotation to which these Attached Terms are attached (or otherwise circulated along with these Attached Terms), which sets out the Customer’s name and address, the Products covered, price and payment terms (the “Quotation”);
- these Attached Terms;
- additional terms and conditions to be delivered with the Products; and
- any additional terms referenced in the Quotation (collectively, the “Agreement”) however, notwithstanding the foregoing, in the event of any conflict between these Attached Terms and any other document comprising the Agreement, or to the extent that these Attached Terms address a matter on which the other documents comprising the Agreement are silent, these Attached Terms shall prevail.
2. Confidential Information
The Product pricing, terms and conditions of sale, the Quotation, and other information contained in or disclosed by Dynamix pursuant to this Agreement is confidential. Customer may not disclose such pricing, terms and conditions, Quotation and other information to any other party without Dynamix’s prior written approval, except for any legally required disclosures. Dynamix reserves the right to enforce these confidentiality restrictions against any party who wrongfully discloses, receives or further disseminates Dynamix’s confidential information.
Delivery dates are approximate. Dynamix is not liable for delays in performance or delivery due to causes beyond Dynamix’s reasonable control. If such delay occurs, Dynamix may extend the performance or delivery date for a period of time equal to the delay.
4. Transportation, Title, and Risk of Loss
Unless otherwise quoted, all Products will be transported to Customer Ex Works (Incoterms 2000) Dynamix’s plant. Risk of loss and damage to the Products will pass to Customer when the Products leave the Dynamix plant and Customer will pay for all shipping costs, unless otherwise agreed in writing by the parties.
Shipments may not be deferred by the Customer beyond the specified shipment date after commencement of manufacture, without Dynamix’s written consent. When shipping is deferred for the Customer’s convenience, due to lack of shipping instructions, or failure to complete credit arrangements satisfactory to Dynamix, Customer agrees to pay reasonable storage charges, interest and any other expenses incurred by Dynamix due to the delay. Orders on which delivery is deferred shall be invoiced upon completion of manufacture and are subject to finance charges of 1.5% per month.
5. Prices / Payment
Price quotations set forth on any Quotations from Dynamix are for informational purposes only and represent an estimate of the prices that will be available to the Customer. A Quotation is not binding upon Dynamix until an authorized representative of Dynamix accepts and confirms in writing such Quotation. Prices set forth in a Quotation shall be binding with respect to the order described therein; provided, however, that orders placed “on-hold” or held over 30 days or more are subject to price adjustments.
Payment shall be made within 30 business days following the delivery of the Product to Customer from Dynamix’s plant, unless otherwise agreed to in writing between the parties. Dynamix reserves the right, in its sole discretion, to request credit card information for payment and partial or full payment prior to delivery of the Product to Customer. Late charges at a rate of 1.5% per month will apply in the event of late payment, until all such payments, including interest, are made in full, and all warranties provided by Dynamix hereunder shall immediately be null and void.
Prices do not include sales, use, gross receipts, excise, duties, value added, services, penalty, addition to tax, interest, or assessment related thereto or any similar transaction or consumption taxes (collectively, the “Taxes”). Dynamix shall collect or seek reimbursement for any such Taxes imposed with respect to these Attached Terms from Customer. Such Taxes will be separately stated on Dynamix’s invoice(s) to Customer.
All orders by Customer are subject to acceptance by Dynamix’s authorized representative and such acceptance will be made conditional on Customer agreeing with all of the terms and conditions set forth in these Attached Terms. Such acceptance by Customer shall be acknowledged and confirmed by the Customer’s delivery of a purchase order for the Products to Dynamix. Customer’s acceptance of the Product at the Dynamix plant shall further constitute full acceptance of all of the terms and conditions set forth in these Attached Terms and full acceptance of the purchased Products.
The liability of each of Dynamix and the Customer in connection with any products or services provide under a Quotation shall be limited to 100% of the price payable under the Quotation and in any event the parties shall not be liable for any consequential loss or damages.
8. Cancellation Charges
Orders placed by Customer may not be cancelled without the prior written consent of Dynamix. Customer agrees to indemnify Dynamix against all loss, damage or expense incurred due to cancellation, including, but not limited to, the cost of special materials, non-resaleable goods, completed or in process, labor, freight, engineering time, overhead and profit. A minimum charge of 20% will be applied in the event of a cancellation. Dynamix will retain as a credit toward the cancellation charge any payments
that Dynamix has received up to the amount of the cancellation charge.
Any changes requested by the Customer and approved by Dynamix with respect to the Products will be subject to adjustments to the delivery schedule and/or price of the Product, as shall be determined by Dynamix, in its sole discretion.
Dynamix reserves the right, at any time, at its discretion, to discontinue the production or sale of any Products, and the right to improve or change the design or specifications of the Products and their components, without incurring any liability or any obligation to provide such changes or improvements on Products previously purchased by the Customer.
10. Jurisdiction / Venue
Construed in accordance with the laws in force in the Province of British Columbia and the federal laws of Canada, as applicable therein, without regard to its conflict of laws principles. The Parties agree to attorn to the exclusive jurisdiction of the courts of British Columbia.
11. General Matters
Any assignment of these Attached Terms will be void without the other party’s prior written consent, which will not be unreasonably withheld. Dynamix may hire subcontractors or use its affiliates to perform the obligations under these Attached Terms. If any part of these Attached Terms is found invalid, the remaining part will be effective. No waiver, alteration or modification of any of the provisions of these Attached Terms will be binding on Dynamix, unless made in writing and signed by a duly authorized officer of Dynamix. These Attached Terms, the Quotation and any additional terms and conditions contain the entire agreement of the parties.
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