Privacy and Terms of Service

Privacy

In many instances, we will collect personal information, such as your name, e-mail address, home or work address or telephone number. If you choose to purchase equipment or products from us, we will collect additional personal information, including your credit card number and billing address. We may also collect information about your visit, including the pages you view, the links you click and other actions you may take within our web site. We may also collect certain standard information that your browser sends to us, such as your IP address, browser type and language, access times and referring web site addresses. All information you provide privately to us will be considered private information by National Cryogenics. Under no circumstances without your approval will that information be given, rented, sold, or leased to any third party unless required to do so by law.

Terms

"National Cryogenics", "www.NationalCryogenics.com". and "Vari-Cold" are registered trademarks. These registered trademarks, along with any logos that may harbour these trademarks may not be used in connection with any product or service that is not the property of National Cryogenics. All other trademarks not owned by us that are listed on our web site are the property of their respective owners, whether they are connected to, sponsored by, or affiliated with us. All content included on our web site, such as text, images, graphics, buttons, audio clips, video clips, data, software, downloads, or any compilation of business, employer, employee, product, service, descriptions, or pricing listings is the property of National Cryogenics or its content provider and is protected by international copyright laws. Any downloading or copying of content on our web site is strictly prohibited without express written consent.

You are given a limited, revocable, and nonexclusive right to both visit and create a link to the pages of our web site for personal non-commercial use so long as the link does not portray our company, our web site, its products or services, or its affiliations in a false, misleading, derogatory, or otherwise offensive matter. Should you choose to send e-mails to us, you give us consent to receive e-mails from us. You agree that any e-mail that you send to us, and any e-mail that we send to you satisfies any legal requirement that such communication is in writing. We do not warrant that our web site, its servers, or e-mail sent from our staff are free of viruses or other harmful components. We attempt to be as accurate as possible, however, we do not warrant that the content of our web site is accurate, complete, reliable, current, or error-free. Our web site is provided to you on an "as is" and "as available" basis, and therefore we will not be liable for any damages of any kind arising from the use of our web site, including, but not limited to direct, indirect, incidental, punitive, and consequential damages. Finally, by visiting our web site, you agree that the Federal and Provincial laws of Canada, without regard to conflict of laws, will govern any dispute of any sort that might arise between you and National Cryogenics.

Contact Us

If you have questions, comments, or suggestions regarding this privacy/terms policy, please feel free to contact National Cryogenics via e-mail at: info at NationalCryogenics.com

Machines:

General Terms and Conditions of Sales
of National Cryogenics Corporation (NCC)

1. Interpretation

In these Terms and Conditions (Terms), the following words and phrases shall have the following meanings:
Buyer means the person, firm or company who orders the Goods and Services from the Company;
Company means National Cryogenics Corporation (NCC), having place of registration at 22530 Lamoureux Drive, Sturgeon County, Alberta, Canada ;
Contract means the contract between the Company and the Buyer for the supply of the Goods which shall be deemed to incorporate these Terms;
Date of Delivery means the date on which the Buyer takes delivery of the Goods in accordance with clause 4 below;

Goods means any goods agreed in the Contract to be supplied by the Company to the Buyer;
Insolvency Event means any event in which the Buyer becomes insolvent or enters into and/or itself applies for, and/or calls meetings of members and/or creditors with a view to one or more of a moratorium, administration, liquidation (of any kind, including provisional), or composition and/or arrangement (whether under deed or otherwise) with creditors, and/or have any of its property subjected to one or more of appointment of a receiver (of any kind), enforcement of security, distress, or execution of a judgment (in each case to include similar events under the laws of other countries).
Order means an order placed by the Buyer for the supply of the Goods;
Place of Delivery means the place to which the Goods are to be delivered in accordance with the Purchase Order or Invoice.
Intellectual Property Rights: all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable.

In these Terms, reference to any statute or statutory provision shall be construed as a reference to such statute or statutory provision as amended, modified, re-enacted or replaced from time-to-time.

2. The Contract

1. 1. The Order shall only be accepted when the Company issues written Confirmation that the money has been recieved at which point the Contract shall come into existence and the Buyer shall be authorized to enter into the Contract.
   2. Subject to clause 4 below, the Contract shall be on these Terms to the exclusion of all other terms and conditions, including:
      1. any such terms that are purported to be included or applied by the Buyer including those implied by trade, custom, practice or course of dealing;
      2. any terms contained in the confirmation of the Order, purchase order or other document of the Buyer; and
      3. any samples, drawings, descriptive matter, or advertising produced by the Company and any descriptions or illustrations contained in the Company’s marketing materials or websites in respect of which the Buyer acknowledges are produced for the sole purpose of giving an approximate idea of the Goods described in them.

3. Ordering

The Order constitutes an offer by the Buyer to purchase the Goods from the Company in accordance with these Terms. By placing an Order, the Buyer warrants that it is duly authorized to enter into the Contract.

4. Price and Payment

1. Unless the Company is selling refurbished, or pre-built machines, all machines are to be considered custom and built-to-order.
2. The price for the Goods shall, unless otherwise agreed in writing in the Company’s Invoice, be the price set out on quote provided by the Company to the Buyer.
3. The price is exclusive of GST, VAT, or any other taxes, Crating, Freight, Brokering fees, Duties, Customs Clearance Charges, Insurance, Storage Fees, or any other applicable costs not directly mentioned in writing or on an NCC official quote or invoice.
4. For pre-built in stock machines, the Buyer shall make payment of the Purchase Price and any other sums associated with the sale or delivery of the Goods within 7 days from the date of the Company’s invoice. Payment shall not be deemed to have taken place until the receipt by the Company of cleared funds.
5. For Custom built-to-order machines, the amount equal to 50% the total cost of the project is required before manufacturing can commence. After manufacturing commences this is non-refundable. The remaining 50% - along with any Taxes, Crating, Freight, Insurance, or any other applicable costs directly mentioned on an NCC official quote or invoice – is due 10 calendar days prior to shipping. Payment shall not be deemed to have taken place until the receipt by the Company of cleared funds.
6. Payments due shall be made by a transfer between relevant banks by way of wire transfer. Payment shall be considered made only when the funds reach the Company’s bank account.
7. If payment under this clause 4 is not received by the due date then, without limiting the Company’s remedies under this Agreement, the Buyer shall pay interest on the overdue amount at the rate of 2% per month. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount.

5. Delivery

1. Following confirmation of the Order in accordance with clause 4 above, the Company shall inform the Buyer and if the Buyer is unable to take delivery on the date specified, then the Buyer must request a revised Date of Delivery with 7 business days of the Order Confirmation.
2. The time of delivery is not of the essence and any dates specified by the Company for delivery of the Goods in the Invoice (Estimated Delivery Date) are intended to be an estimate only. If no date is specified for delivery of the Goods in the Invoice, the Estimated Delivery Date shall be within a reasonable time. No delay in the delivery of the Goods will entitle the Buyer to terminate, rescind, or cancel the Contract or Order unless such a delay exceeds 90 days from the Estimated Delivery Date.
3. The Company shall not be liable under these Terms if the delay in delivery is caused by any failure by the Buyer to comply with the terms of this Agreement.
4. Unless otherwise agreed in writing, all delivery terms are Ex Works (EXW) National Cryogenics Corporation, Houston, Texas. Unless otherwise agreed in writing, all goods will be considered ready for delivery when manufacturing and testing are complete. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they become ready for delivery, including: GST, VAT, or any other taxes, Crating, Freight, Brokering fees, Duties, Customs Clearance Charges, Insurance, Storage Fees, or any other applicable costs.
5. If the Seller is unable to deliver the Goods because of actions or circumstances under the control of the Buyer, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.
6. Any damages, shortages, over deliveries and duplicated orders should be reported to the Seller within 14 days of signed receipt to enable replacement or refund.

6. Cancellation and Postponement

1. For any pre-built or refurbished order, if the Buyer cancels an Order or refuses to accept delivery of the Goods, then the Buyer shall pay to the Company a non-refundable cancellation fee of 10% of the Purchase Price (as defined below). If the Buyer has paid for the Goods, then such cancellation fee may be deducted by the Company from any refund. Custom-build orders are 100% non-refundable.
2. In the event that a Buyer postpones delivery of the Goods, then the Buyer shall pay to the Company a non-refundable holding fee of 1% of the Purchase Price (as defined below) per week until the Date of Delivery of the Goods. If the Buyer refuses to accept delivery within 60 days of the Delivery Confirmation Date, then the Order shall be deemed to be cancelled and the Buyer shall pay the cancellation fee in clause 6a above less the applicable holding fees under this clause 6.
3. The parties acknowledge and agree that the fees in clauses 6.a and 6.b:
   1. are fair and reasonable; and
   2. represent a genuine and realistic pre-estimate of the Company’s losses arising from the cancellation or delay of the delivery of the Goods and provide certainty to the parties in those circumstances.

7. Risk in and Ownership of the Goods

1. Risk in the Goods shall pass to the Buyer on delivery as set out by IncoTerms in clause 5, unless otherwise agreed in writing.
2. Ownership of the Goods shall not pass to the Buyer until the Company has received in full, in cleared funds, the Purchase Price and all other sums pursuant to clause 4 above.
3. If, before title to the Goods passes to the Buyer, an Insolvency Event occurs, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limitation to any other right or remedy the Company may have, the Company may at any time require the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.

8. Warranties and Indemnities
   1. The Company warrants that the Goods shall perform in all material respects in accordance with the technical specifications of those Goods as set out in the relevant user manual for the following periods:
      (a) in respect of all structural, workmanship, and insulation material, 3 (three) years from the Date of Delivery; and
      (b) in respect of all attached components, 12 (twelve) months from the Date of Delivery.
   2. If the Buyer wishes to make a claim under this warranty, the Buyer shall give written notice to the Company within 30 days of the discovery of the defect and give the Company a reasonable opportunity to inspect the Goods in question.
   3. The Company shall have no liability under this clause 8 if a defect arises out of:
      (a) use of the Goods by the Buyer after the notice given in clause 8.2 above;
      (b) use of the Goods with equipment or materials not supplied or approved in writing by the Company;
      (c) any maintenance, alteration, modification or adjustment performed by persons other than the Company or its employees or agents;
      (d) the neglect or misuse of the Goods;(e) added onto or used with other goods which may affect the integrity, performance, safety, or reliability of these goods.
9. To the extent permitted by the applicable law, the Company disclaims all other warranties, representations and/or conditions with respect to the Goods, either expressed or implied, including but not limited to any implied warranties, representations and/or conditions of satisfactory quality or fitness for any particular purpose.
10. The Company’s liability under clause 8 shall be limited to repairing or replacing the goods in question, at the discretion of the Company, without charge on return to the Company. The obligation of the Company is solely to repair or replace the product, and is not liable for any incidental or consequential damages.
11. The Buyer shall indemnify the Company against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer breach of these terms and conditions
12. Return of Unused Goods

Goods may be returned only with prior written consent from the Company. Goods must be returned carriage paid and insured in transit. The Company reserves the right to charge a handling fee. All built-to-order goods are considered custom made, and as such are sold as a final sale.

13. Limitation of Liability

1. Subject to clause 14 below, the Company shall not be liable to the Buyer whether in contract, tort (including for negligence and breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
   (a) any loss (whether direct or indirect) of profits, business, revenue, or goodwill;
   (b) any loss or liability arising or caused by any of the matters set out in clause 8; or
   (c) any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms.
2. Subject to clause 14 below and without prejudice to clause 10 above, the Company’s liability contract, tort (including for negligence and breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise arising out of the subject matter of the Contract shall not exceed the Purchase Price of the Goods.
3. The Buyer hereby acknowledges that the terms and conditions of this Contract and, in particular, the limitations of liability contained in this clause 13 are reasonable in all the circumstances and having regard for the purchase price paid by the Buyer for the Goods.

  14. Sub-Contracting and Assignability

1. The Company shall be entitled to, without the consent of the Buyer assign or sub-contract any part of the Contract.
2. The Buyer shall not be entitled to assign or sub-contract any part of the Contract, without the prior written consent of the Company.

12. Intellectual Property Rights

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.

13. Entire Agreement

1. This Contract constitutes the entire Agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each party acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the other party which is not set out in the Contract.

14. No Waiver

Except as expressly provided in these Terms, no failure or delay by the Company in exercising any right or remedy relating to these Terms shall affect or operate as a waiver or variation of that right or remedy or preclude its exercise at any subsequent time. No single or partial exercise of any such right or remedy by the Company shall preclude any further exercise of it or the exercise of any other remedy by the Company.

15. Force Majeure

The Company shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Company considers unreasonable, it may, without liability on its part, terminate the contract.

16. Relationship of Parties

The Company shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Company considers unreasonable, it may, without liability on its part, terminate the contract.

17. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Alberta and the parties hereby submit to the exclusive jurisdiction of The Court of Queen’s Bench.