Terms and conditions

JF Automation Inc. – Trading Partner, Trade Compliance, Warranty, and eCommerce Agreement

Effective Date: The date of acceptance by the Trading Partner

This Agreement (“Agreement”) is entered into by JF Automation Inc. (“Seller” or “JF Automation”) and the entity accepting these terms (“Trading Partner” or “Customer”). By accepting this Agreement, you represent that you are authorized to bind your organization to these terms.

1. Authorization and Binding Effect

1. By accepting this Agreement on behalf of your organization, you confirm that:
   • You are authorized to agree to these terms for your organization.
   • This Agreement is binding on your organization as if executed in writing.
   • You have the authority to act on behalf of your organization for all transactions governed by this Agreement.
2. The Trading Partner acknowledges that electronic acceptance constitutes a legally binding execution of this Agreement.

2. Sanctions, Export Control, and Trade Compliance

1. Compliance with Laws
   Trading Partner agrees to comply with all applicable U.S. and international export control and sanctions laws, including:
   • U.S. Department of the Treasury’s OFAC regulations
   • U.S. Department of Commerce EAR/BIS regulations
   • EU Dual-Use Regulation
   • UK Export Control Order 2008 (as amended)
   • Any other applicable trade control laws (“Trade Control Laws”)

Trading Partner shall provide JF Automation with all documentation, certifications, and information necessary to verify compliance (“Export Control Information”), and represents that all such information is complete, accurate, and current.

1. Restricted Transactions
   Trading Partner shall not, without proper governmental authorization:
   • Export, re-export, sell, transfer, or dispose of products to sanctioned countries or territories (including Belarus, Cuba, Iran, North Korea, Russia, Syria, Venezuela, and restricted regions of Ukraine).
   • Provide products to individuals or entities on OFAC SDN List or BIS Entity, Denied, Unverified, or Military End-User Lists, or any entity controlled by such individuals or entities.
2. Representation
   Trading Partner represents that it is not located in a sanctioned country, is not a sanctioned person or entity, and is not acting on behalf of any sanctioned person or entity.
3. Customer Flow-Down
   Trading Partner agrees to ensure that its own customers comply with Trade Control Laws and provide written assurances to JF Automation upon request.
4. Indemnification
   Trading Partner shall indemnify and hold JF Automation harmless from any claims, losses, damages, or penalties arising from violations of Trade Control Laws or this Agreement.

3. eCommerce & Trading Partner Operations

1. Electronic Transactions
   Both parties agree to transact business electronically through JF Automation’s eCommerce systems. If the system is unavailable, alternative methods may be used until service is restored. Planned outages will be communicated; unplanned outages should be reported promptly.
2. Scope
   This Agreement governs the electronic exchange of information. It does not alter contract formation under applicable law, and all electronic communications are considered legally binding writings.
3. Standards
   Where industry standards exist (e.g., EDI), both parties agree to transmit documents in compliance with those standards. If standards are not established, parties will mutually agree on the format.
4. Third-Party Service Providers
   Parties may use third-party providers for electronic transmissions. Each party is responsible for:
   • Costs of their chosen provider
   • Acts or omissions of their provider in transmitting, receiving, or handling documents
5. Security & Data Protection
   Parties may access personal or proprietary data. Each party agrees to:
   • Treat all such data as strictly confidential
   • Use data solely to fulfill obligations under this Agreement
   • Maintain administrative, technical, and physical safeguards to prevent unauthorized access
   • Report any data breaches immediately
   • Deactivate access for individuals no longer authorized
6. Confidentiality
   Proprietary information received under this Agreement must be protected with at least the same degree of care as your own confidential information. Disclosure is only permitted:
   • When required by law, with timely notice to the other party
   • With prior written consent
   • If information was already public or independently developed
7. Verification
   Upon receiving electronic documents, the recipient shall provide a functional acknowledgment unless otherwise agreed.

4. Warranty and Return Policy

4.1 Product Condition Definitions

• New (NEW): Unopened in manufacturer packaging
• Surplus Original Packaging (SOP): Unused in opened factory packaging; may show cosmetic wear
• Surplus Alternate Packaging (SAP): Unused, repackaged by JF Automation; may lack manuals or accessories
• Refurbished (REM): Previously used, tested, and repaired; may show cosmetic wear

4.2 Non-Warranty Returns

• Accepted within 30 days of invoice for SOP, SAP, or REM products with a 25% restocking fee.
• Returns require an RMA number and inspection/testing.
• NEW products are subject to the manufacturer’s return policies.
• Return shipping is the customer’s responsibility.

4.3 Warranty for Products

1. Coverage
   All NEW, SOP, SAP, and REM products carry a 6-months Limited Warranty from the invoice date, covering defects in materials and workmanship under normal use.
2. Warranty Service
   • Initiate claims via sales@jfautomation.ca with an RMA number
   • JF Automation will repair, replace, or issue credit at its discretion
   • Freight for warranty returns is the customer’s responsibility
3. Limitations
   • Warranties are issued by JF Automation, not the manufacturer, and are non-transferable
   • JF Automation disclaims other warranties, including merchantability and fitness for purpose
   • Liability is limited to the purchase price; no liability for incidental or consequential damages
4. Repair Warranty
   • Repairs are covered for 6-months from invoice date
   • Warranty does not cover items repaired under a prior warranty claim or misuse

5. Indemnification & Limitation of Liability

1. Trading Partner shall indemnify JF Automation and its affiliates from third-party claims arising from:
   • Use of JF Automation systems or software
   • Violations of this Agreement
   • Intellectual property infringement by Trading Partner or users under its account
2. Neither party is liable for indirect, incidental, or consequential damages, including loss of profits or information.
3. Performance delays caused by force majeure (e.g., natural disasters, strikes, mechanical failures) are excused.

6. General Terms

1. Governing Law
   Transactions are governed by Ontario, Canada law. Venue for disputes is Ontario courts.
2. Title & Risk
   Ownership transfers upon full payment. Risk transfers to the customer upon delivery to carrier (F.O.B. shipping point).
3. Severability & Amendments
   Invalid or unenforceable terms will be modified minimally; all other terms remain effective. Written amendments only.
4. Entire Agreement
   This Agreement, including incorporated policies, constitutes the full understanding between the parties and supersedes any prior oral or written agreements.