1. Definitions

1.1 “CUI” means Centrifuges Unlimited Inc. 

1.2 “Equipment” means centrifuges, components, replacement parts, controls, or accessories supplied by CUI. 

1.3 “Services” include inspection, repair, remanufacturing, installation, commissioning, technical assistance, field service, and consulting. 

1.4 “Customer” means the purchaser or end user of Equipment or Services. 

1.5 “Order” includes any quotation, purchase order, proposal, or service authorization accepted by CUI.

 

2. Entire Agreement

2.1 These Terms apply to all sales and services performed by CUI and supersede all prior communications. 

2.2 Any additional or different terms proposed by Customer are rejected unless expressly accepted in writing by CUI. 

2.3 CUI’s written quotation and these Terms together form the full and exclusive agreement between the parties.

 

3. Prices and Taxes

3.1 Quoted prices are valid for 30 days unless otherwise stated. 

3.2 Labor rates apply during normal working hours (8am–5pm, Monday–Friday). 

3.3 Overtime, weekend, and holiday work will be billed at industry-standard multipliers. 

3.4 Prices exclude all use, excise, property, or similar taxes. Customer agrees to pay all applicable taxes. 

3.5 If Customer claims tax exemption, valid exemption documentation must be provided prior to order acceptance.

 

4. Payment Terms

4.1 Invoices are due 30 days from invoice date in Canadian Dollars unless agreed otherwise in writing. 

4.2 Payments must be made without deduction, setoff, or withholding. 

4.3 CUI reserves the right to require progress payments, deposits, or financial security if Customer’s credit becomes unsatisfactory. 

4.4 Late payments may incur interest at 2% per month or the maximum amount permitted by law. 

4.5 If Customer delays payment, CUI may suspend performance until all overdue amounts are paid.

 

5. Delivery, Shipment, and Storage

5.1 Delivery is FOB point of shipment unless otherwise stated. 

5.2 Risk of loss transfers to Customer upon delivery to carrier or pickup location. 

5.3 Title transfers only when all amounts due have been fully paid. 

5.4 If Customer delays shipment or delivery, CUI may store the Equipment at Customer’s cost and risk. 

5.5 Storage constitutes delivery for all contractual purposes.

 

6. Inspection and Acceptance

6.1 Customer shall inspect Equipment upon delivery and must notify CUI of any shortages or visible issues within 10 days of receipt. 

6.2 If factory acceptance testing is included, Customer shall participate upon notice. Completion or absence of written objection constitutes acceptance. 

6.3 If site acceptance testing is included, the Equipment is accepted upon successful completion or 30 days after delivery if testing cannot be completed due to Customer‑related delays. 

6.4 Failure to raise issues within required timeframes constitutes full acceptance.

 

7. Warranty

7.1 CUI warrants that Equipment will be free from defects in material and workmanship and that Services will be performed in a professional manner. 

7.2 Warranty Periods: 

• Equipment: 180 days after installation or shipment whichever occurs first.
• New spare parts: 30 days after shipment
• Refurbished or repaired parts: 30 days after shipment
• Services: 30 days after completion

7.3 Customer must notify CUI in writing of any nonconformity during the applicable warranty period. 

7.4 CUI’s warranty does not cover: 

• Improper storage, installation, operation, or maintenance
• Misuse, negligence, accident, or contamination
• Normal wear and tear
• Unauthorized repairs or alterations
• Failures caused by non‑CUI components

7.5 Remedy: CUI will, at its option, repair, replace, or refund for credit the portion of the price attributable to the defective item or service. 

7.6 The warranty period is not extended by corrective actions. 

7.7 Warranty is void if Customer fails to pay for the Equipment or Services.

 

8. Limitation of Liability

8.1 CUI is not liable for indirect, incidental, punitive, special, or consequential damages, including: 

• Production losses or downtime
• Lost revenue or lost profits
• Contamination of product
• Cost of replacement production or equipment
• Claims of Customer’s customers

8.2 CUI’s total liability shall not exceed the amount paid for the Equipment or Services giving rise to the claim. 

8.3 All claims must be commenced within 180 days of the event giving rise to the claim.

 

9. Intellectual Property

9.1 CUI retains all rights to designs, drawings, technical information, software, and documentation. 

9.2 Customer may not copy, modify, distribute, or disclose such information without written consent. 

9.3 All materials are provided solely for operation and maintenance of Equipment.

 

10. Changes

10.1 Customer-requested changes must be approved in writing and may result in adjusted pricing, delivery times, or technical scope. 

10.2 CUI may make reasonable design modifications that do not affect form, fit, or function. 

10.3 Regulatory or permit-driven changes required after order acceptance shall be treated as a Customer‑requested change.

 

11. Compliance Responsibilities

11.1 Customer is solely responsible for compliance with all applicable laws, permits, and regulations related to Equipment installation and operation. 

11.2 CUI is not responsible for obtaining operating permits or site approvals.

 

12. Force Majeure

12.1 CUI is not liable for delays caused by circumstances beyond its control, including but not limited to: 

• Strikes or labor disturbances
• Supply chain interruptions
• Fires, floods, or natural disasters
• Governmental restrictions
• Transportation delays

12.2 Delivery schedules will be extended for the duration of the delay plus reasonable recovery time.

 

13. Cancellation and Termination

13.1 Customer may cancel an order only with written notice and payment of: 

• All costs incurred up to the cancellation date, and
• 10% of the order value as an administrative and scheduling fee

13.2 Customer may terminate for default only if CUI fails to begin corrective action within 15 days of written notice.

 

14. Returns

14.1 All returns of Equipment or parts require prior written authorization from CUI. Returns requested after 30 days from the original shipment date will not be accepted.

14.2 All authorized returns are subject to a thorough inspection upon receipt. Only items in original, unused, and resalable condition will be accepted for credit.

14.3 Authorized returns shall be subject to a restocking fee of 20% of the original purchase price. Customer is responsible for all shipping, handling, and insurance costs associated with the return.

14.4 Items specifically manufactured, modified, or procured as “Special Order” or “Custom” parts are non-returnable and non-refundable.

14.5 Any refund or credit granted shall be applied to the Customer’s account at CUI’s sole discretion and shall not be issued in cash.

 

15. Assignment

15.1 Customer may not assign rights or obligations under the Order without written consent from CUI.

 

16. Governing Law and Dispute Resolution

16.1 This Agreement is governed by the laws of the Province of Alberta. 

16.2 All disputes shall be resolved exclusively by the courts of Alberta. 

16.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply.

 

 

ISSUANCE OF A PURCHASE ORDER SIGNIFIES THE CUSTOMER’S ACCEPTANCE OF THESE TERMS AND CONDITIONS END OF TERMS.