PO Terms & Conditions
(for Vendors/Suppliers)

These Terms and Conditions (“Terms”) apply to all purchase orders (“PO”) issued by Keltour Controls Inc. or any of its affiliates (hereinafter referred to as “Keltour”) to the supplier, vendor, or distributor (hereinafter referred to as “Supplier”) for the purchase of goods and/or services. By accepting the PO, Supplier agrees to be bound by the following:

1. ACCEPTANCE AND SCOPE

  • Acceptance of this PO constitutes Supplier’s agreement to all terms listed herein.
  • Any additional or conflicting terms proposed by Supplier are hereby rejected unless agreed to in writing by Keltour.
  • Commencement of performance or delivery of goods constitutes acceptance of this PO.

2. PRICING AND PAYMENT

  • All prices are firm and inclusive of packaging, handling, insurance, and delivery, unless otherwise stated in the PO.
  • Payment terms are Net 60 days Unless otherwise agreed in writing based on satisfactory delivery of goods and/or completion of services in accordance with the Purchase Order.Invoices must reference the Keltour PO number and line-item details. Incomplete or incorrect invoices may result in delayed payment.

3. DELIVERY AND TITLE

  • Time is of the essence. Deliveries must be made by the dates specified on the PO.
  • If delay is anticipated, Supplier must notify Keltour immediately.
  • Keltour reserves the right to cancel the PO without liability for late deliveries.
  • Title and risk of loss pass to Keltour upon receipt and acceptance at the specified delivery location.

4. QUALITY AND INSPECTION

  • All goods must meet the specifications, standards, drawings, and requirements provided by Keltour.
  • Keltour reserves the right to inspect goods at any time before or after delivery. Rejected goods may be returned at Supplier’s expense.
  • Supplier agrees to correct, replace, or refund any defective or non-conforming goods or services.

5. WARRANTY

  • Supplier warrants that all goods and services are:
      • Free from defects in design, material, and workmanship,
      • In compliance with all applicable specifications, and
      • Fit for their intended purpose.
  • The warranty shall remain valid for a minimum of twelve (12) months from the date of delivery, or for a longer period if:
    (a) specified by Keltour in writing,
    (b) offered by the manufacturer, or
    (c) required by applicable law.

6. COUNTERFEIT PARTS

  • Supplier shall only provide new and authentic goods and components.
  • Counterfeit, refurbished, or suspect items are strictly prohibited.
  • Supplier must maintain traceability to authorized manufacturers and shall provide Certificates of Conformance or Origin upon request.

7. CHANGES AND CANCELLATION

  • Keltour may request changes to scope, quantity, delivery, or specifications at any time. Supplier shall accommodate reasonable changes with appropriate price and timeline adjustments.
  • Keltour may cancel any PO without liability for:
    • Default in delivery or performance,
    • Insolvency or breach,
    • Project scope changes or client cancellations.

8. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

  • All drawings, data, and specifications provided by Keltour are confidential and shall not be used or disclosed by Supplier for any purpose other than fulfilling this PO.
  • Any custom products developed for Keltour remain the property of Keltour unless otherwise agreed in writing.

9. COMPLIANCE

  • Supplier shall comply with all applicable laws and regulations including but not limited to:
    • Environmental, health and safety standards,
    • Labour and employment laws,
    • Import/export and trade compliance.
  • Upon request, Supplier shall provide declarations of compliance and Certificates of Origin.

10. INSURANCE AND LIABILITY

  • Supplier shall maintain adequate insurance including general liability, product liability, and workers’ compensation.
  • Supplier shall indemnify and hold harmless Keltour from any loss, damage, or expense arising from defective goods, late delivery, or non-compliance with this PO.

11. GOVERNING LAW

  • This Purchase Order and any disputes arising under it shall be governed by the laws of the Province of Ontario, Canada.
  • For Purchase Orders issued by Keltour US Inc., the governing law shall be the laws of the State of Florida, USA.
  • Any dispute not resolved amicably shall be subject to the exclusive jurisdiction of the local courts.

12. MISCELLANEOUS

  • No assignment of this PO shall be made by Supplier without written consent.
  • These Terms constitute the entire agreement and supersede any previous communications or agreements.
  • If any part of these Terms is found invalid, the remaining provisions shall continue in full force.
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