1. Offer to Sell

TACO Antenna hereby offers to sell the products described in this Quotation (the “Goods”), but only on the terms and conditions described herein. If a Buyer submits to TACO Antenna a purchase order or other documentation with terms and conditions different from or additional to the terms and conditions described in this quotation, TACO Antenna hereby objects to those terms and does not consent to them. No such term shall be considered to be a part of any contract between the parties. The terms of TACO Antenna’s quotation, except for these Conditions of Sale, are not binding, do not constitute an offer and are subject to change without notice.

2. Payment Terms

Payment terms are net thirty (30) days from the date of the invoice issued by TACO Antenna. Any payment not made within thirty (30) days of the date of the invoice shall be subject to a late payment charge of 1% per month (compounded) on the unpaid balance of any amount then past due.

3. Taxes

The quoted purchase price may be increased to the extent that TACO Antenna’s cost of the Goods may be increased as a result of (1) any agreements, codes, or legislative enactments made or enacted pursuant to federal, provincial or municipal legislation; and (2) increase in the cost of labor or raw materials. In addition to paying the quoted purchase price, the Buyer is solely liable for any excises, levies or taxes which TACO may be required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the Goods, and the Buyer agrees to pay the amount thereof on the same terms as it shall pay the quoted purchase price.

4. Warranty

TACO Antenna warrants that the Goods shall conform to the description stated on the quotation supplied to the Buyer. The foregoing warranty is TACO Antenna’s sole warranty with respect to the Goods that are the subject of the quotation. All other warranties, expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, are hereby disclaimed. TACO Antenna’s liability for breach of warranty hereunder is limited solely to the replacement of the defective Goods, which shall be returned to TACO Antenna’s plant, transportation charges prepaid by the Buyer; and the failure to give notice of a warranty claim within thirty (30) days from date of delivery shall constitute waiver by Buyer of all claims in respect to such Goods. The foregoing shall constitute the sole remedy of the Buyer and the sole liability of TACO Antenna under this warranty. Effective from date of shipment, TACO Antenna guarantees each TACO Antenna product to be free from defects in material and workmanship under normal use and service. The manufacturer’s obligation under this guarantee is limited to three (3) years for all products except the SAT-MP-320 Manpack antenna, which is guaranteed for one (1) year. This guarantee does not apply to any TACO Antenna products or parts thereof which in the judgement of the manufacturer have been repaired or altered so as to adversely affect the products or parts, nor to those that have been subject to misuse or accident.

TACO warranty obligations do not apply where:

• Product is damaged by normal wear and tear;
• Product has not been installed or connected in accordance with the written installation and connection instructions provided by the Supplier;
• Damage is caused to the product by alterations made without the express written authorization of the Supplier;
• Damage to the product caused by unauthorized repair;
• Any costs incurred that are not authorized in advance by the Supplier;
• The product is used for a purpose other than the Supplier’s intended purpose for the product;
• Maintenance requirements relating to the product have not been complied with;
• Storage instructions for the product have not been complied with;

 

5. Limitation of Liability

TACO Antenna’s liability to the Buyer, whether in contract, under warranty, in negligence or otherwise, shall not exceed, in any case, the return of the amount of the purchase price paid by the Buyer and under no circumstances shall TACO Antenna be liable for special, indirect or consequential damages. The price stated for the Goods is consideration for limiting TACO Antenna's liability. No action, regardless of form, arising out of the transactions under this invoice may be brought by the Buyer more than three (3) years after the date of this invoice, with the exception of the SAT-MP-320, in which case no action may be brought by the Buyer more than one (1) year after the invoice date. Without limitation of the foregoing, in no event will TACO Antenna be responsible or liable for (a) penalties or penalty clauses of any description, or (b) indemnification of the Buyer or others for costs, damages or expenses arising out of or related to the goods.

6. Claims

Claims by the Buyer for shortages or errors in delivery must be made within five (5) days after the delivery of the goods. Goods are sold subject to the standard manufacturing practices of TACO Antenna's suppliers.

7. Returns

No goods shall be returned for credit without first obtaining written consent and a formal Returned Material Authorization form (RMA) from TACO Antenna.

8. Shipment  

Delivery terms are Free Carrier (FCA) TACO Antenna’s plant, Brantford, Ontario. The Buyer shall assume all risk of loss or damage upon completion of packaging by TACO Antenna onto the carrier at our facility. Scheduled dates of delivery are determined from the date of TACO Antenna’s acceptance of any order or orders placed by the Buyer and are estimates of approximate dates of delivery, not a guarantee of a particular date of delivery. TACO Antenna shall not be liable for any damages caused by failure or delay in shipping the Goods, if such failure or delay is due to any war, embargo, riot, fire, flood, accident, mill condition, strike or other lab or difficulty, an act of the Buyer, an act of God, an act of a governmental authority, transportation shortage or failure, inability to obtain sufficient fuel, labour, materials or manufacturing facilities, or any other cause beyond the reasonable control of TACO Antenna.

9. Cancellation

Orders accepted by TACO Antenna are subject to cancellation by the Buyer only upon the express written consent of TACO Antenna. Upon such cancellation and consent, TACO Antenna shall cease work and hold for the Buyer all completed and partially completed articles and work in progress and the Buyer shall pay TACO Antenna: For all work and materials that have been committed to and/or identified to the Buyer’s order plus a minimum 20% cancellation/restocking fee as prescribed by TACO Antenna.

10. Indemnification

In addition to the foregoing, the Buyer agrees to save and hold TACO Antenna harmless from any claims, demands, liabilities, costs, expenses or judgments arising in whole or in part, directly or indirectly, out of the negligence or lack of care by the Buyer or the Buyer’s customers, agents, employees or invitees involving the use of the goods supplied by TACO Antenna. This indemnification shall include all costs, attorney’s fees and other expenses paid or incurred by or imposed upon TACO Antenna in connection with the defense of any such claim.

11. Installation

Installing antennas requires specialized skills and experience. Information supplied by TACO Antenna presumes that all products will be installed by personnel who possess these skills and who have previously installed similar products. No one should attempt to install antennas without these skills and experience. TACO Antenna assume no liability for faulty or dangerous installation practices. Trained and experienced personnel are available to assist in installation, maintenance, or disassembly. Contact your local installer if advice or assistance is required. All antenna installations should be thoroughly inspected in accordance with available preventative maintenance instructions:

MULDIPOL PREVENTATIVE MAINTENANCE INSTRUCTIONS

HELICAL PREVENTATIVE MAINTENANCE INSTRUCTIONS

12. Governing Law

Any agreement arising out of this transaction shall be deemed to have been made in Brantford, Ontario, Canada. The parties agree that the validity, interpretation and performance of any agreement arising out of this transaction shall be governed by the laws of the Province of Ontario without regard to conflicts of interest laws.

13. Default

In the case of default or breach by the Buyer in the performance of any or all of the provisions of this agreement, TACO Antenna may cancel any outstanding order from the Buyer and declare all obligations immediately due and payable, and shall in addition have all remedies afforded by the laws of Ontario, and any other applicable law. The Buyer shall, in addition, be liable for TACO Antenna expenses incurred in exercising any remedies available to it, including reasonable legal expenses. All unpaid obligations shall bear interest at the contract rate provided under terms of payment above a fifteen day delay. If the Buyer requests deferral of deliveries, TACO Antenna’s agreement to defer delivery shall not excuse the Buyer from its obligation to pay for the goods at the same time and in the same quantities as the original delivery schedule, including interest due pursuant to these terms and conditions. In addition to adhering to the original payment schedule, the Buyer shall pay such storage charges as TACO Antenna may assess for storing the goods awaiting delivery. If the Buyer requests deferral prior to commencement of production, TACO Antenna may require progress payments in connection with expenses for materials and services incurred by TACO Antenna in anticipation of production.