General Terms and Condition of Sales: The following are extended to our customers.

A customer’s Purchase Order (PO) and/or approval being written or verbal, will be subject to the following terms and conditions. All parties agree to be bound by and to comply with all such conditions. Other terms and conditions are not binding upon Royal City Industrial, unless accepted in writing. All work to be completed at Royal City Industrial unless otherwise agreed upon with the customer. All quotes are in Canadian funds unless otherwise specified on the quote. Once a PO has been issued the price is firm and will be invoiced accordingly plus any application taxes. Any changes required once an approval has been issued, must be submitted in writing and may result in additional charges. 

Royal City Industrial is not an integrator and does not make any commitment either written or verbal with regard to any items repaired, serviced or sold. All integration, programming, safety requirements are the responsibility of the customer.  

All items are tested to OEM specifications when possible or an alternate and approved method of testing will be used. If testing is not possible, this will be outlined on the quotation.

Quotes:  All quotes are confidential and customer specific.  In the supplying of services, Royal City Industrial will share confidential information to which the customer agrees to protect from disclosure. All quotes are valid for 30 days from the date of the quotation. Goods availability is based on prior sale. We reserve the right to make corrections in prices quoted due to typographical or clerical errors. Royal City Industrial reserves the right to increase quoted prices at any time upon notice to the customer to reflect any unusual or unforeseen increases to cost associated with the quote including, but not limited to, the increase to the cost of materials.  If no response is received from the customer for a period of 365 days, items will be deemed “abandoned” and the property of Royal City Industrial to dispose of or use as they see fit. 

Order Change: Customer-requested order changes, including those affecting the identity, scope, and delivery of the goods, must be documented in writing and are subject to Royal City Industrial’s prior approval and adjustments in price, scheduling and other affected terms and conditions.  Royal City Industrial reserves the right to reject any change that it deems unsafe, technically inadvisable, or inconsistent with established engineering or quality guidelines and standards or incompatible our repair or service capabilities.

Order Cancellation: A PO issued to Royal City Industrial for any good or service may not be cancelled for any reason in whole or in part without written approval. In the event that a cancellation is approved by Royal City Industrial the customer is still responsible to pay all costs and expenses incurred in relation to the order prior to the cancellation request including, but not limited to, all shipping costs, parts cost incurred and any other out of pocket expenses.

Warranty:  Warranties will be specified on each quote and is dependent on type of quote. Royal City Industrial warrants its repairs and goods to be free from defects in workmanship.  Warranty will apply to goods that are used for their intended purpose and utilized in a manner recommended by the manufacturer’s specifications. Any product misused or improperly used, will void all warranty.

NDA: From time to time a “Non-Disclosure Agreement” may be required to protect both the customer and Royal City Industrial. 

Shipping: FOB is Guelph Ontario. Customers are responsible for all shipping, brokerage, import, tariffs and taxes and subject to various export laws and regulations. Goods are packaged in a manner which assures that they are protected against deterioration and contamination. Once an item has left our facility all liability lies with the shipping company.

Payment & Terms: Net30 terms to all customers in good standing unless otherwise agreed upon.  We reserve the right to change terms based on customer’s payment history.  Payment can be made via cheque, ACH, EFT or e-transfer.

Inspection and Rejection: The goods and services furnished are exactly as specified in the PO. Customers must report any defects within five days of receipt and Royal City Industrial will take all steps to rectify the situation within their control. 

Indemnification: Customer agrees to defend, indemnify and hold harmless Royal City Industrial, their officers, agents and employees, against all third-party claims, losses, expense, costs (including attorney fees) and causes of action of every kind, to the extent arising out of, or in connection with the acts or omissions of Customer in relation to this Agreement or the items sold or services provided hereunder.

Force Majeure: Royal City Industrial shall not be liable for default or delay due to causes beyond their reasonable control and without fault or negligence on their part. Royal City Industrial will provide prompt notice in writing when any such cause appears likely to delay deliveries and/or performances of services and takes appropriate action to avoid or minimize such delay. If any such default or delay threatens to impair our ability to meet delivery requirements for orders, Royal City Industrial shall have the right, without any liability to customer, to cancel the portion or portions of the PO so affected. Royal City Industrial shall not be liable for default or delay in the performance of its obligations due to cause beyond its reasonable control.

Governing Law: All transactions will be governed by the laws of the Province of Ontario.

Equipment Repair Terms of Sale: All repairs will be quoted to the customer outlining cost, lead time, warranty, shipping and payment terms.  Quotes will include description of work to be performed and testing.  

A valid PO is required to proceed with every repair.  If an item is deemed beyond repair or Royal City Industrial does not have the capability to repair, this will be outlined in the quote and the customer will have the option to scrap or have the unit returned at their own cost.  

We do not charge for repair evaluations and quotes on approved repairs.  We reserve the right to charge an evaluation/testing fee if i) requested specifically by the customer or ii) evaluation exceeds a responsible amount of time and the unit is deemed not repairable or the repair cost is declined by the customer.

Warranty will be specified on each repair quotation.

Robot Terms of Sale: Robot is sold in its current configuration; any additional hardware or software is the responsibility of the customer to provide or specify prior to purchase.

Any software or configuration changes that result in licensing changes is also the responsibility of the customer to obtain from and pay directly to the OEM.

Royal City Industrial is not an integrator and does not make any commitment either written or verbal with regard to robot performance, reach or cycle time requirements. All integration, programming, safety requirements are the responsibility of the customer.

Robots are previously owned and can be sold either as i) refurbished, cleaned, Preventative maintenance performed, and tested units or ii) sold in as-is condition.  Condition of robot will be specified on each quote.

Robot grounding cables are not included with a robot sale.

Warranty is 90 days: covers mechanical defects or failures due to normal use and intended purpose.

Robots can be viewed at Guelph Ontario location.

Surplus Terms of Sale: Surplus equipment is sold in its current configuration and is to be used for its intended purpose as outlined by the Original Equipment Manufacturer.

Surplus equipment can be previous owned or new.  Each quote will specify condition of unit and if it has been tested/verified by our inhouse technicians or sold in “as-is” condition.

Warranty is 90 days on tested items: covers mechanical defects or failures due to normal use and intended purpose.  There is no warranty on items sold in “as-is” condition.

Purchase Order Terms & Conditions: The following are extended to our suppliers.

Goods and Services: The Purchase Order (PO) issued to a supplier is subject to the following terms and conditions. Supplier agrees to be bound by and to comply with all such conditions. Other terms and conditions are not binding upon Royal City Industrial, unless accepted in writing.

Purchase Price and Terms of Payment: All prices listed on the PO are in Canadian funds unless otherwise specified, and are firm and not subject to adjustment. Payment will be made by credit card as first choice.  Other payment arrangements can be requested. Royal City Industrial pays the Supplier the Harmonized Sales Tax of Ontario.

Method of Shipment or Packing: All goods must be packaged in a manner which assures that they are protected against deterioration and contamination. All goods are delivered to the FOB point specified in the PO. Title and risks remain with Supplier until delivery.

Inspection and Rejection: The goods and services supplied must match the PO exactly and be free from all defects in design, workmanship and materials. The received items are subject to inspection and test by Royal City Industrial and if such items are found to be defective, they may be rejected. The Supplier will be required to correct or replace the items without charge, or offer a reduction in price which is equitable under the circumstances and deemed acceptable by Royal City Industrial.  If Supplier is unable or refuses to correct or replace such items within a time deemed reasonable by Royal City Industrial, Royal City Industrial may terminate the PO in whole or in part. The supplier will be liable for all shipping and other related costs for rejected goods and services.

Changes: Royal City Industrial may make changes to the PO including to drawings and specifications for specially manufactured goods, place of delivery, by giving notice to Supplier. If such changes affect the cost of or the time required for performance of the PO, an equitable adjustment in the price or date of delivery or both will be made. No change by Supplier is allowed without written approval of Royal City Industrial. Any adjustment request by the Suppler must be made in writing within thirty (30) days of receipt of the PO. Royal City reserves the right to reject said changes and cancel the PO if items can not be delivered as ordered/described.

Maintenance and Operation: The Supplier supplies to Royal City Industrial instructions for installation, operation, maintenance and repair of the goods.

Warranty: Supplier warrants to Royal City Industrial that goods supplied under the PO are free from defects in material, workmanship and design and in compliance with all applicable specifications and free from liens or encumbrance on title. All services are performed in accordance with current, sound and generally accepted industry practices by qualified personnel trained and experienced in the appropriate fields.

Confidentiality: In the performance of the services, the Supplier and its subcontractors, if any, may have access to confidential information (hereinafter referred to as the “Confidential Information”) which Royal City Industrial must protect from disclosure pursuant to the Act respecting access to documents held by Public Bodies and the protection of personal information R.S.Q. c. A-2.1. The supplier undertakes to hold all of the Confidential Information it receives in strict confidence and neither to disclose or release in any manner such Confidential Information to any third party nor to use such Confidential Information for any other purpose than the one for which Royal City Industrial has disclosed; to disclose Confidential Information only to those of its employees or agents who need to know such Confidential Information for the said purpose. The Supplier warrants that such employees or subcontractors are obligated to and will hold Confidential Information in strict confidence and to take all reasonable measures to ensure that confidentiality is respected. The Supplier shall indemnify and hold harmless Royal City Industrial, its officers, directors and employees from and against any and all liabilities, claims, suits, demands, disputes, recourses, damages and expenses including, without limitation, any recourses before the appropriate Ontario body, including reasonable legal fees arising from any and all claims in respect of, or resulting from, the use or the disclosure of Confidential Information by the Supplier, its employees or sub-contractors.

Indemnification: Except for damages caused by the negligence of Royal City Industrial, Supplier shall defend, indemnify and hold Royal City Industrial harmless from all claims, actions, demands, loss and cases of action arising from injury, including death, to any person, or damage to any property, when such injury or damage results in whole or in part from the acts or omissions of Supplier.

Insurance: Supplier and any Sub-contractor used by Supplier in connection with the PO must carry Comprehensive General Liability and adequate Comprehensive Automobile Liability Insurance. At Royal City Industrial’s request, Supplier must provide to Royal City Industrial certificates from Supplier’s insurers showing that such coverage is in effect and agreeing to give Royal City Industrial thirty (30) days’ prior notice of cancellation of the coverage. Royal City Industrial may require minimum liability coverage depending on circumstances.

Assignment: The PO is assignable by Royal City Industrial. The PO may not be assigned by Supplier without written approval of Royal City Industrial. In case such consent is given, Supplier remains liable as if no such transfer has been made.

Termination: The PO may be terminated or suspended by Royal City Industrial in whole or in part. Royal City Industrial then delivers to the Supplier a written notice specifying the extent to which performance and/or the deliveries of goods and services under the PO is terminated and/or suspended and the date upon which such action shall become effective. In the event of such action, Royal City Industrial shall pay Supplier for the goods and services satisfactorily provided to the effective date of termination or suspension. In this case, Supplier may submit a proposal to Royal City Industrial for equitable increase in the prices to account for costs of demobilization and direct termination expenses. The termination of the PO shall discharge any further obligations of either party.

Force Majeure: Supplier shall not be liable for default or delay due to causes beyond Supplier’s reasonable control and without fault or negligence on the part of Supplier. The Supplier gives Royal City Industrial prompt notice in writing when any such cause appears likely to delay deliveries and/or performances of services and takes appropriate action to avoid or minimize such delay. If any such default or delay threatens to impair Supplier’s ability to meet delivery requirements for its material, supplies and services, Royal City Industrial shall have the right, without any liability to Supplier, to cancel the portion or portions of the PO so affected. Royal City Industrial shall not be liable for default or delay in the performance of its obligations due to cause beyond its reasonable control.

Governing Law: This PO shall be governed by the laws of the Province of Ontario.