Terms & Conditions
These Terms and Conditions (the "Agreement") govern all services provided by Masterchrome Co. Ltd. ("Masterchrome") to any customer placing a work order, delivering goods for processing, or otherwise engaging Masterchrome's services (the "Customer"). By placing a work order or delivering goods to Masterchrome for processing, the Customer agrees to be bound by these terms.
1. Services
1.1 Masterchrome provides hard chrome plating, precision cylindrical grinding, and related metal finishing services on a job-order basis. Each job is performed in accordance with the specifications set out in the Customer's purchase order, work order, or written instructions as accepted by Masterchrome.
1.2 Masterchrome's services constitute the provision of services, not the sale of goods, for the purposes of this Agreement and applicable law, except where expressly agreed otherwise in writing.
2. Quotations and Pricing
2.1 All quotations are valid for 30 days from the date of issue unless otherwise stated in writing. Quotations are estimates only and do not constitute a binding offer.
2.2 Masterchrome reserves the right to adjust pricing to reflect changes in material costs, regulatory requirements, or scope of work. Any price adjustment will be communicated to the Customer before work proceeds.
2.3 Pricing on any individual job does not establish a precedent for future work. Each job is quoted independently based on current conditions and specifications.
3. Payment Terms
3.1 All invoices are due and payable Net 30 days from the date of invoice, unless otherwise agreed in writing.
3.2 Simple interest (not compounded) accrues on all amounts not paid when due at the rate of 1.5% per month, equivalent to 18% per annum, calculated from the date payment was due until the date of actual payment.
3.3 Masterchrome reserves the right to apply any payment received to the oldest outstanding invoice(s) first, regardless of any contrary direction on the Customer's remittance advice or payment instructions.
3.4 Masterchrome may require payment in advance, a deposit, or cash on delivery for any order at its discretion.
4. Lien Rights
4.1 Masterchrome retains a possessory lien pursuant to the Repair and Storage Liens Act (Ontario) on the specific goods repaired or processed for the amount owing in respect of that repair or processing, until such amount is paid in full.
4.2 In addition to the statutory lien described in Section 4.1, the Customer agrees that Masterchrome may, as a matter of contract, retain possession of any goods belonging to the Customer that are in Masterchrome's possession until all amounts owing by the Customer under any invoice or agreement are paid in full. This contractual right of retention is separate from and in addition to any statutory lien rights.
5. Quality Claims
5.1 Patent Defects. Any claim for defects that are apparent on reasonable visual inspection must be submitted in writing to Masterchrome within 10 business days of delivery or pickup. Failure to submit a claim within this period constitutes acceptance of the work as conforming to specification.
5.2 Latent Defects. Any claim for defects that are not discoverable on reasonable visual inspection must be submitted in writing within 90 days of delivery or pickup, or within 10 business days of discovery, whichever is earlier.
5.3 All claims must include the original work order number, a description of the alleged defect, and the affected parts. Masterchrome will investigate and respond within a reasonable time. The Customer must retain the affected parts for inspection and make them available to Masterchrome upon request.
5.4 Masterchrome's sole obligation for a valid quality claim is, at its option, to re-process the affected parts at no additional charge or to issue a credit for the invoiced value of the non-conforming work. No other remedy is available under this Agreement.
6. Warranty and Exclusions
6.1 Masterchrome warrants that services will be performed in a workmanlike manner and in reasonable conformity with the specifications provided by the Customer.
6.2 Masterchrome does not warrant the suitability of the Customer's base material for plating or grinding. Pre-existing conditions in the base material, including but not limited to porosity, hardness variations, metallurgical defects, or prior coatings, may affect results and are not covered by this warranty.
6.3 To the fullest extent permitted by law, all other warranties, conditions, and representations, whether express, implied, or statutory, including any implied condition of merchantable quality or fitness for a particular purpose, are excluded.
7. Limitation of Liability
7.1 Masterchrome's total liability for any claim arising out of or related to any individual job shall not exceed the invoiced value of that specific job.
7.2 In no event shall Masterchrome be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of production, loss of profit, loss of revenue, business interruption, cost of replacement goods, cost of substitute processing, loss of use, or downstream damages of any kind, regardless of the cause of action or whether Masterchrome has been advised of the possibility of such damages.
7.3 The limitations in this Section 7 apply to all causes of action, whether in contract, tort (including negligence), strict liability, or otherwise.
8. Suspension and Termination
8.1 Masterchrome may, upon 5 business days' written notice, suspend work, withhold deliveries, or require payment in advance if any amount owing by the Customer is overdue or the Customer's credit limit is exceeded.
8.2 Either party may terminate this Agreement on 30 days' written notice. Termination does not affect obligations arising from work orders placed or services performed prior to the effective date of termination.
9. Collection Costs
The Customer shall be liable for all reasonable costs and expenses incurred by Masterchrome in collecting any amounts past due, including collection agency fees, solicitor fees on a full indemnity basis, and court costs.
10. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to fire, flood, natural disaster, pandemic, government action, labour disputes, catastrophic equipment failure not resulting from failure to maintain, or interruption of supply of essential materials beyond the affected party's reasonable control. The affected party shall notify the other party promptly and use reasonable efforts to mitigate the impact.
11. Abandoned Goods
11.1 If the Customer fails to pick up completed work within 90 days of notification that the work is ready, Masterchrome will provide written notice that the goods are deemed abandoned.
11.2 Masterchrome's rights with respect to unclaimed goods are governed by the Repair and Storage Liens Act (Ontario), including the right to sell unclaimed goods after providing the required statutory notice.
12. Dispute Resolution
12.1 The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through direct negotiation. If the dispute is not resolved within 30 days, either party may refer the matter to mediation administered by a mutually agreed mediator in the Region of York, Ontario.
12.2 Carve-outs. The following are excluded from the mediation requirement and may be pursued directly: (a) collection of amounts owing under invoices; (b) enforcement of any lien under the Repair and Storage Liens Act; (c) applications for injunctive or interim relief; (d) matters within the monetary jurisdiction of the Ontario Small Claims Court as amended from time to time; and (e) enforcement of any judgment or settlement.
13. Confidentiality
Each party agrees to hold in confidence any proprietary or confidential information disclosed by the other party in connection with services under this Agreement, including but not limited to drawings, specifications, pricing, and process information. This obligation does not apply to information that is publicly available, independently developed, received from a third party without obligation of confidentiality, or required to be disclosed by law.
14. General Provisions
14.1 Governing Law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties submit to the exclusive jurisdiction of the courts of Ontario.
14.2 Entire Agreement. This Agreement, together with any applicable credit application, work order, and purchase order, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written understandings.
14.3 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.
14.4 Amendment. Masterchrome may amend this Agreement from time to time by updating these Terms and Conditions. The current version will be posted at masterchrome.ca/terms. Continued placement of work orders after the effective date of any amendment constitutes acceptance of the amended terms.
14.5 Assignment. The Customer may not assign this Agreement or any rights or obligations hereunder without Masterchrome's prior written consent.
14.6 Waiver. No failure or delay by Masterchrome in exercising any right under this Agreement shall constitute a waiver of that right.
14.7 HST. All prices are exclusive of applicable taxes. Harmonized Sales Tax (HST) will be added to all invoices. Masterchrome's HST Registration No.: 103556049.
Masterchrome Co. Ltd.
5 Bradwick Drive, Concord, Ontario L4K 2T4
(416) 667-1077 | info@masterchrome.ca