1 Offer and Acceptance
Aimtec ("AIMTEC") offers to sell and deliver power conversion products strictly in accordance with the terms and conditions set forth herein. AIMTEC’s Sales Orders and Invoices are issued exclusively under these Standard Terms and Conditions of Sale. The Buyer’s acceptance, confirmation, or processing of AIMTEC’s Sales Orders or Invoices shall be deemed as unqualified acceptance of these terms and conditions.
Acceptance of any sales offer is expressly limited to these terms. Unless AIMTEC expressly agrees in writing signed by an authorized representative, AIMTEC shall not be bound by any additional, differing, or conflicting terms proposed by the Buyer, including any terms contained within the Buyer's purchase order or procurement paperwork.
2 Quotations, Pricing, and Scheduled Releases
All prices quoted by AIMTEC are valid for thirty (30) calendar days from the date of quotation unless specified otherwise in writing. AIMTEC's price in effect at the time AIMTEC receives the Buyer's firm purchase order shall continue to apply provided that the total quantity ordered is released by AIMTEC and scheduled for shipment within twelve (12) months from the order receipt date. Otherwise, AIMTEC's standard price in effect on the actual release date for the quantity actually shipped shall govern.
In the event that raw material costs, metals, energy, transportation, fuel, machinery, or key component costs increase significantly due to market volatility, AIMTEC reserves the right, and the Buyer shall have the obligation, to renegotiate in good faith the unit pricing for all products not yet shipped. If a mutually acceptable price agreement is not reached within fifteen (15) days, AIMTEC retains the right to terminate the unfilled portion of the contract without legal liability.
3 Delivery, Title Transfer, and Risk of Loss
Unless agreed otherwise in writing, all product shipments within North America and internationally shall be delivered EXW (Ex Works Incoterms) from AIMTEC’s designated logistics hubs in Vaudreuil-Dorion, Canada or Taipei, Taiwan. Title to the products and all risk of loss or damage shall pass to the Buyer upon AIMTEC's delivery of goods to the Buyer's designated freight carrier or forwarding agent.
Any subsequent transit damage, delay, or loss shall not relieve the Buyer of its payment obligations. The Buyer shall reimburse AIMTEC for any insurance or transportation expenses incurred on international shipments and shall be solely responsible for securing import licenses, custom clearance fees, tariffs, duties, and handling expenses. AIMTEC reserves the right to deliver products in multiple installments. All promised delivery dates are commercial estimates; AIMTEC shall not be liable for any indirect, special, or liquidated damages resulting from shipment delays.
4 Commercial Payment Terms & Credit Credit Management
Where credit lines are extended by AIMTEC, standard payment terms are net thirty (30) days from the date of AIMTEC's invoice. AIMTEC reserves the right to alter, modify, or revoke credit limits and payment terms at any time at its sole discretion. When deliveries are executed in installments, each shipment shall be invoiced and paid independently according to these payment terms.
If the Buyer fails to fulfill payment when due, AIMTEC may immediately suspend or cancel performance under any unfulfilled purchase orders. If, in AIMTEC's reasonable commercial judgment, the Buyer's financial standing becomes impaired or unsatisfactory, AIMTEC may terminate the contract unless the Buyer immediately settles all outstanding balances and provides advance payment (PIA) for remaining shipments.
5 Taxes, Tariffs, and Statutory Duties
All published prices and quotations are exclusive of federal, state, provincial, or local sales taxes, VAT, GST, customs duties, tariffs, and excise fees. The Buyer assumes sole responsibility for paying all applicable statutory taxes and duties associated with the purchase and importation of products.
AIMTEC will add mandatory sales or value-added taxes to the invoice total where legally required, unless the Buyer provides AIMTEC with a valid, official tax-exemption certificate prior to processing. If local tax regulations compel withholding tax deductions from payments, the Buyer shall remit such tax directly to the relevant revenue authority and provide official tax receipts to AIMTEC.
6 Force Majeure & Supply Chain Contingencies
AIMTEC shall not be deemed in breach of contract or held legally liable for non-performance, partial performance, or delivery delays resulting from acts of God, force majeure events, or circumstances beyond its reasonable control. Such events include, but are not limited to: severe weather disasters, fires, floods, earthquakes, epidemics, labor disputes, material shortages, supply chain disruptions, component yield drops, technical failures, power interruptions, acts of war, civil commotion, terrorism, embargoes, or government order changes.
In the event of acute industry component shortages, AIMTEC reserves the right to allocate its available manufacturing capacity and product inventory among its global customers at its sole discretion, without incurring liability for unfulfilled order quantities.
7 Aimtec Limited Product Warranty & Remedies
AIMTEC stands behind the design and manufacturing quality of its modular power conversion solutions. Warranty coverage is transferable to subsequent buyers provided the product remains in its original packaging and unused state.
7.1 Standard AC-DC Power Converter Products
AIMTEC warrants that all standard AC-DC converter modules delivered in new condition within original packaging shall remain free from defects in materials and workmanship for a period of THREE (3) YEARS from the original invoice date. Products operated strictly within datasheet specifications (nominal input, 25°C ambient temperature, rated output load, humidity <75%) are fully covered. AC-DC converters featuring part numbers ending with suffix "AZ" carry a TWO (2) YEAR limited warranty.
7.2 Standard DC-DC Power Converter Products
AIMTEC warrants that all standard DC-DC converter modules delivered in new condition within original packaging shall remain free from defects in materials and workmanship for a period of THREE (3) YEARS from the original invoice date. DC-DC converters featuring part numbers ending with suffix "AZ" carry a TWO (2) YEAR limited warranty. Desktop/wall-mount AC-DC adapters carry a ONE (1) YEAR limited warranty.
7.3 Warranty Claim Evaluation & Remedies
Defect determination rests solely within AIMTEC’s engineering discretion based on technical evaluation against published datasheet specifications. For products confirmed defective, AIMTEC will, at its option: (a) repair the unit, (b) ship an equivalent replacement unit, or (c) issue a refund credit for the purchase price paid.
This limited warranty strictly excludes product damage resulting from: improper installation or wiring, misuse, environmental corrosion, improper storage, induced vibration, over-voltage spikes, lightning, unauthorized modification, or usage outside published operating parameters. Field labor costs, removal charges, and system retrofitting fees are expressly excluded from warranty coverage.
7.4 Critical Application Restrictions (Medical, Military & Automotive)
AIMTEC power modules are not intended, designed, or authorized for use in life-support equipment, safety-critical medical applied parts, nuclear devices, aerospace flight controls, or military weapon systems where product failure could reasonably result in severe personal injury or loss of life. The Buyer assumes all risk and fully indemnifies AIMTEC against any liabilities arising from unauthorized deployment in high-risk environments.
8 Intellectual Property Indemnification
AIMTEC agrees to defend the Buyer against direct third-party legal actions claiming that standard AIMTEC manufactured products infringe any registered Canadian, US, or European patent, copyright, or trademark, provided the Buyer gives prompt written notification, hands over sole defense control, and provides reasonable legal assistance.
AIMTEC’s total liability under this clause is limited to obtaining a usage license, replacing the product with a non-infringing functional equivalent, or refunding the net purchase price. AIMTEC assumes no liability for IP infringement claims arising from customized designs, modified units, or product usage in combination with third-party software or systems.
9 Limitation of Liability & Damages Disclaimer
UNDER NO CIRCUMSTANCES SHALL AIMTEC BE LIABLE TO THE BUYER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SALE OR USE OF ITS PRODUCTS. EXCLUDED DAMAGES INCLUDE LOSS OF PROFITS, BUSINESS INTERRUPTION, DOWN-TIME COSTS, RETESTING EXPENSES, RECALL COSTS, OR LOSS OF DATA.
IN ALL EVENTS, AIMTEC’S AGGREGATE FINANCIAL LIABILITY FOR ANY CLAIM ARISING OUT OF A PURCHASE ORDER SHALL NOT EXCEED THE TOTAL NET AMOUNT PAID BY THE BUYER TO AIMTEC FOR THE SPECIFIC PRODUCT UNITS GIVING RISE TO THE CLAIM.
10 Order Cancellation and Rescheduling Policies
The Buyer has five (5) business days from the date of AIMTEC’s Sales Order Confirmation to request order modifications, cancellations, or delivery rescheduling in writing. No cancellations or schedule changes will be accepted after this 5-day window.
Any accepted cancellation within the allowed window may be subject to restocking or cancellation charges determined by AIMTEC to cover allocated raw materials, customized production tooling, and labor expenses incurred prior to notice receipt.
11 Non-Waiver of Commercial Default
Failure by AIMTEC to enforce strict compliance with any provision, term, or condition of a contract shall not constitute a legal waiver of AIMTEC’s rights to enforce such provisions in the future or to pursue legal remedies for buyer default.
12 Governing Law & Legal Jurisdiction
This commercial agreement shall be governed by, construed, and enforced in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, excluding conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Any legal action or dispute arising under these terms shall be submitted to the exclusive jurisdiction of the courts sitting in the District of Montreal, Quebec, Canada.
13 Export Control & Economic Sanctions Compliance
The Buyer acknowledges that products, technical documentation, and software supplied by AIMTEC are subject to strict export control regulations and economic sanction laws administered by Canada, the United States (EAR/OFAC), and the European Union. The Buyer agrees not to export, re-export, or transfer AIMTEC products to restricted destinations, sanctioned entities, or prohibited military end-uses without prior regulatory approval.
The Buyer warrants that neither it nor its parent or subsidiary companies are designated on any government denied-party or sanctions lists. AIMTEC reserves the right to cancel orders immediately without penalty if export compliance violations are identified.
14 Government Procurement Contracts
If products are procured under government subcontracts, standard commercial item clauses apply. Certified cost data, auditing rules, and Cost Accounting Standards (CAS) do not apply unless explicitly agreed upon in writing prior to order acceptance.
15 Non-Assignment
The Buyer shall not assign, transfer, or delegate its purchase orders or legal rights under this agreement to third parties without securing AIMTEC's prior express written authorization.
16 Environmental & Regulatory Compliance
AIMTEC modules comply with relevant global environmental directives including RoHS and REACH regulations. Where applicable, buyers purchasing within the European Union assume compliance responsibilities regarding the WEEE Directive (2012/19/EU) and Packaging Waste regulations.
17 Entire Agreement
These Terms and Conditions of Sale represent the complete and exclusive statement of agreement between AIMTEC and the Buyer concerning the procurement of power conversion products. No oral statements, trade usage, or prior course of dealing shall modify these conditions unless documented in a formal written agreement executed by an authorized executive officer of AIMTEC.
