These Terms and Conditions (“Terms”) govern all quotations, sales, and deliveries of products and services (“Products”) provided by QYuality Transformer Solutions Inc. (QY, “Seller”) to its customers (“Buyer”). Buyer shall be deemed to have full knowledge of the Terms and Conditions herein and such Terms and Conditions shall be binding if either the goods referred to herein are delivered to and accepted by the Purchaser.

1. Quotations and Orders

1.1 Quotations are valid for thirty (30) days unless otherwise stated.
1.2 No order shall be binding until accepted in writing by Seller.
1.3 Any terms proposed by Buyer that are inconsistent with these Terms shall not apply unless expressly agreed to in writing by Seller.

2. Prices and Payment

2.1 All prices are subject to change without notice. Prices are in Canadian dollars unless otherwise specified, exclusive of taxes, shipping, and insurance.
2.2 Payment terms are thirty percent (30%) due upon order placement and seventy percent (70%) due upon delivery, unless otherwise agreed in writing.
2.3 Late payments are subject to interest at 1.5% per month (18% per annum) or the maximum permitted by law.
2.4 Seller reserves the right to suspend deliveries if Buyer is in arrears.

3. Delivery and Risk of Loss

3.1 Shipping and delivery dates are estimates only and are not guaranteed. QY assumes no liability whatsoever, for any reason, or any damages, including, without limitation, direct, indirect, incidental, financial, consequential or special damages, which may result from any delay in the delivery or failure to fill the purchased goods.
3.2 Risk of loss or damage, as well as ownership of the Products, remains with the Seller until the Products are delivered to and received by the Buyer.
3.3 Buyer shall promptly inspect all Products upon receipt and notify Seller in writing of any claims within ten (10) days.

4. Warranty

4.1 Seller warrants that its Products are free from defects in material and workmanship for a period of twelve (12) months from date of shipment.
4.2 This warranty does not cover damage due to misuse, improper installation, unauthorized modification, or normal wear.
4.3 Seller’s liability is limited to repair, replacement, or credit, at Seller’s option.

5. Cancellation

Orders placed with QY cannot be cancelled by the Buyer without the prior written consent of QY. The Buyer agrees to indemnify QY against all direct and indirect losses arising from any cancellation.

6. Returns

6.1 No Products may be returned without prior written authorization from Seller.
6.2 Seller reserves the right to charge the Buyer restocking fees and the Buyer agrees to indemnify Seller against all direct and indirect costs and losses arising from any such return.

7. Force Majeure

Seller shall not be liable for delays or non-performance due to causes beyond its reasonable control, including but not limited to acts of God, labor disputes, material shortages, transportation delays, or government regulations.

8. Intellectual Property

All intellectual property rights in designs, drawings, and technical documents remain the property of Seller. Buyer shall not reproduce or disclose such information without Seller’s prior consent.

9. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any disputes shall be subject to the exclusive jurisdiction of the courts of Ontario.

10. Entire Agreement

These Terms constitute the entire agreement between the parties and supersede all prior discussions, negotiations, or agreements, whether written or oral.