TERMS AND CONDITIONS OF SALE
Rocky Mountain Motion Control Ltd.
(Version: April 2026)
1. ACCEPTANCE & INCORPORATION
All sales are expressly conditioned upon Buyer’s acceptance of these General Terms and Conditions of Sale (“Terms”). These Terms form part of every quote, order confirmation, invoice, and sale issued by Rocky Mountain Motion Control Ltd. (“RMMC”), including sales to both businesses and consumers.
Buyer’s acceptance is deemed to occur upon issuance of a purchase order, written confirmation, acceptance of delivery, or payment, whichever occurs first.
The version of the Terms in force as of the applicable order or invoice date shall govern the transaction.
2. SCOPE OF SERVICES
RMMC provides product sales and optional labour and assembly services. Unless expressly agreed in writing in a separate document, RMMC does not provide engineering validation, structural analysis, load calculations, or professional engineering services.
3. CUSTOMER RESPONSIBILITIES
Customer is responsible for: (a) determining the suitability of products for their intended application;
(b) ensuring compliance with applicable codes, standards, and regulations;
(c) proper installation, anchoring, integration, and maintenance; and
(d) safe operation and training of personnel.
4. RMMC LABOUR & ASSEMBLY SERVICES
If RMMC provides assembly, cutting, machining, or other labour services (“Labour Services”), such services will be performed in a professional and workmanlike manner.
RMMC warrants Labour Services against defects in workmanship only for ninety (90) days from delivery.
This warranty does not cover shipping damage, improper installation, misuse, modification, unsuitable application, or issues arising from third‑party manufactured components.
5. MANUFACTURED COMPONENTS
All manufactured components are supplied by third‑party manufacturers and are subject solely to the warranties provided by those manufacturers.
RMMC passes through manufacturer warranties where applicable but does not extend, enhance, or replace such warranties. RMMC’s responsibility is limited to assisting with applicable warranty claims.
6. DELIVERY & RISK OF LOSS
Delivery terms are FOB shipping point unless otherwise agreed in writing. Risk of loss or damage transfers to Customer upon delivery of the goods to the carrier.
Delivery dates are estimates only and subject to availability, supplier schedules, transportation conditions, and events beyond RMMC’s reasonable control.
7. TITLE TO GOODS (RETENTION OF TITLE)
Title to all goods supplied by RMMC remains with RMMC until payment in full has been received, notwithstanding delivery and the transfer of risk of loss.
Until title passes, Customer shall keep the goods identifiable, in good condition, and free of encumbrances, and shall not dispose of or encumber the goods except in the ordinary course of business.
To the maximum extent permitted by applicable law, RMMC retains a security interest in the goods until payment is made in full.
Nothing in this section limits any rights or remedies available to consumers under applicable consumer protection legislation.
8. PAYMENT TERMS, LATE PAYMENT & SUSPENSION
Payment is due in accordance with the terms stated on the applicable invoice.
Amounts not paid when due may, to the maximum extent permitted by law, accrue interest at 2% per month (24% per annum), calculated from the due date until paid.
RMMC reserves the right, without liability, to suspend or delay further deliveries or services if Customer fails to make payment when due.
Customer shall not withhold, deduct, or set off any amounts owed to RMMC except as required by applicable law.
9. INSPECTION & ACCEPTANCE
Customer must inspect all goods upon delivery. Shipping damage must be reported immediately to the carrier. All other defects or non‑conformities must be reported to RMMC within five (5) business days from delivery.
Goods not reported within this period are deemed accepted.
Minor surface marks, scratches, or aesthetic imperfections consistent with normal manufacturing, machining, or handling do not constitute defects.
10. RETURNS
Standard manufactured components may be returned within thirty (30) days of delivery for credit, less a twenty‑five percent (25%) restocking fee, provided the items are unused and in original packaging.
Custom, modified, cut, or assembled items are non‑returnable. All returns require prior authorization from RMMC.
11. WARRANTY LIMITATIONS
To the maximum extent permitted by applicable law, RMMC makes no warranties other than those expressly stated herein and disclaims all implied warranties, including warranties of merchantability and fitness for a particular purpose.
Customer’s exclusive remedy for defective goods or Labour Services shall be repair or replacement at RMMC’s option.
Nothing in these Terms excludes or limits consumer rights or remedies that cannot be excluded or limited under applicable consumer protection laws.
12. LIMITATION OF LIABILITY
To the maximum extent permitted by law, RMMC’s total liability arising from any sale shall not exceed the amount paid by Customer for the specific goods or services giving rise to the claim.
RMMC shall not be liable for indirect, incidental, consequential, or special damages, including loss of profits, loss of business, or loss of use.
13. INDEMNIFICATION
Customer agrees to indemnify and hold RMMC harmless from claims arising out of Customer’s installation, use, modification, or application of products, except to the extent caused solely by RMMC’s gross negligence or willful misconduct.
14. INTELLECTUAL PROPERTY
All custom designs, drawings, and documentation created by RMMC remain the property of RMMC. Customer is granted a non‑exclusive, non‑transferable license to use such materials solely for the project for which they were supplied.
15. FORCE MAJEURE
RMMC shall not be liable for failure or delay in performance due to events beyond its reasonable control, including supplier delays, transportation disruptions, labour shortages, acts of God, or governmental actions.
16. GOVERNING LAW
These Terms are governed by the laws of British Columbia, Canada, and the applicable federal laws of Canada. All disputes shall be resolved in the courts of British Columbia.
17. ENTIRE AGREEMENT
These Terms, together with any applicable quote, order confirmation, or invoice, constitute the entire agreement between the parties and supersede all prior understandings. Any amendment must be in writing and signed by both parties.
18. SEVERABILITY
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
