Terms & Conditions

Effective Date

August 7th, 2026

PART 1 | Standard Terms and Conditions of Sale and Services

These Standard Terms and Conditions of Sale and Services ("Agreement") apply to every quotation, estimate, purchase order, work order, invoice, sale of goods, machining project, welding project, millwright service, repair, maintenance service, custom design and build project, consultation, field service, installation, and any other goods or services supplied by Tortoise Welding & Millwrights ("Tortoise", "we", "our", or "us"), unless expressly agreed otherwise in writing.

These Terms are incorporated into and form part of every quotation issued by Tortoise.

Acceptance of a quotation, issuance of a purchase order, payment of a deposit, instruction to commence work, acceptance of delivery, or any other conduct indicating acceptance of the quoted goods or services constitutes acceptance of this Agreement.

If these Terms conflict with any purchase order, subcontract, or other document issued by the Customer, these Terms shall govern unless Tortoise expressly agrees otherwise in writing or verbally.

1. Definitions

For purposes of this Agreement:

Agreement means these Standard Terms and Conditions together with any quotation, estimate, invoice, purchase order accepted by Tortoise, approved drawings, specifications, change orders, and any written amendments agreed by both parties.

Customer means the individual, partnership, corporation, organization, contractor, municipality, institution or other person requesting goods or services from Tortoise.

Goods means every manufactured, machined, fabricated, welded, repaired or supplied item provided by Tortoise.

Services means machining, fabrication, welding, millwright work, installation, repair, maintenance, design assistance, consulting, field service, inspections and any other labour performed.

Project means the complete scope of Goods and Services described in an accepted quotation or work order.

Business Day means Monday through Friday excluding statutory holidays observed in Ontario.

2. Quotations

Unless otherwise stated in writing:

  • quotations are valid for 30 calendar days;

  • quotations are based on information available at the time they are prepared;

  • quotations assume normal working conditions;

  • pricing may change if material prices, supplier pricing, freight costs, tariffs, taxes, exchange rates or customer requirements change before acceptance.

A quotation does not constitute a binding contract until accepted by Tortoise.

Tortoise reserves the right to decline any order prior to acceptance. Quotations may be withdrawn at any time before acceptance.

3. Acceptance

A contract is formed when any one of the following occurs:

  • the Customer accepts a quotation;

  • the Customer issues a purchase order referencing the quotation;

  • the Customer instructs Tortoise to begin work;

  • the Customer provides a deposit;

  • Tortoise begins manufacturing, purchasing materials, scheduling labour or otherwise relying on the Customer's instructions.

No verbal statement by any employee modifies this Agreement unless confirmed in writing by an authorized representative of Tortoise.

4. Scope of Work

Tortoise will perform only the work specifically described within the accepted quotation.

Any work requested outside the quoted scope constitutes additional work and may result in additional charges, revised completion dates, or both.

Unless specifically included, quotations do not include:

  • engineering certification;

  • structural engineering;

  • electrical work;

  • plumbing;

  • permits;

  • inspections by authorities;

  • environmental testing;

  • hazardous material removal;

  • painting;

  • powder coating;

  • galvanizing;

  • freight;

  • cranes;

  • rigging;

  • rental equipment;

  • site restoration;

  • overtime;

  • after-hours work;

  • weekend work.

5. Customer Responsibilities

The Customer agrees to:

  • provide complete and accurate information;

  • review quotations before acceptance;

  • promptly approve drawings when required;

  • provide timely decisions;

  • maintain safe working conditions where work is performed;

  • provide reasonable site access;

  • disclose known hazards;

  • disclose modifications previously made to equipment;

  • identify underground utilities where applicable;

  • obtain any permissions required from property owners.

Tortoise may rely on information supplied by the Customer without independently verifying its accuracy.

6. Existing Equipment

Many projects involve modifying, repairing, or rebuilding equipment manufactured by others.

The Customer acknowledges that:

  • equipment may contain hidden wear;

  • previous repairs may not meet original specifications;

  • corrosion may not be visible until disassembly;

  • cracked welds may exist beneath coatings;

  • seized hardware may require replacement;

  • additional damage may only become apparent once work begins.

Accordingly, quotations involving repairs are based upon visible conditions only unless otherwise stated.

7. Hidden Conditions

If previously undisclosed conditions are discovered after work begins, including internal damage, excessive wear, corrosion, cracking, missing components, improper previous repairs, contamination, misalignment, distorted materials, unsafe conditions or any other unforeseen circumstance,Tortoise may:

  • stop work;

  • reassess the Project;

  • issue a revised quotation;

  • recommend additional repairs;

  • recommend replacement rather than repair.

The Customer will not unreasonably withhold approval of work reasonably necessary to complete the Project safely.

8. Customer Drawings, Measurements & Specifications

Unless Tortoise specifically agrees in writing to verify dimensions, all drawings, measurements, specifications, CAD files, sketches and information supplied by the Customer are deemed accurate.

Tortoise is not responsible for errors resulting from inaccurate information provided by others.

Where Goods are manufactured exactly to Customer specifications, the Customer assumes responsibility for the suitability of those specifications.

9. Customer-Supplied Materials

Where the Customer provides materials:

  • Tortoise does not warrant their suitability;

  • Tortoise is not responsible for hidden defects;

  • machining or welding may reveal imperfections;

  • no guarantee is provided that customer materials can successfully be repaired or modified.

If customer-supplied material proves unsuitable, additional labour, replacement materials and revised timelines may apply.

10. Material Availability

Completion dates assume normal availability of materials.

Tortoise is not responsible for delays resulting from:

  • supplier shortages;

  • discontinued materials;

  • transportation delays;

  • customs delays;

  • tariffs;

  • strikes;

  • allocation limits;

  • manufacturer backorders;

  • events beyond Tortoise's reasonable control.

Where commercially reasonable substitutions are available, Tortoise may recommend alternatives.

PART 2 | Pricing, Payment, Ownership & Collection

11. Pricing

Unless expressly stated otherwise in writing:

a. All pricing is quoted in Canadian Dollars (CAD).

b. Applicable federal, provincial, and local taxes are additional and payable by the Customer.

c. Pricing is based upon the information available at the time the quotation is prepared.

d. Pricing assumes reasonable access to the work area, normal working conditions, and no material changes to the Project scope.

e. Any increase in material costs, freight, tariffs, exchange rates, subcontractor pricing, or regulatory costs occurring after quotation acceptance but before procurement may be charged to the Customer where such increases could not reasonably have been anticipated at the time of quotation.

f. Obvious clerical, typographical, calculation, or administrative errors may be corrected at any time before acceptance.

12. Deposits

Tortoise may require a deposit before:

  • ordering materials;

  • scheduling production;

  • commencing fabrication;

  • reserving shop time;

  • performing field work;

  • purchasing custom components.

Unless otherwise stated in writing, deposits are non-refundable once materials have been ordered, production has commenced, or costs have been incurred specifically for the Project.

Deposits shall first be applied toward costs already incurred, with any remaining balance credited against the final invoice.

13. Progress Billing

For Projects extending beyond one billing cycle, Tortoise may issue progress invoices reflecting:

  • work completed;

  • materials purchased;

  • subcontractor costs incurred;

  • engineering completed;

  • fabrication completed;

  • shop labour performed;

  • field labour performed;

  • storage;

  • mobilization.

Progress invoices are payable under the same payment terms as final invoices unless otherwise agreed in writing.

14. Progress Billing

Unless otherwise stated in writing:

Payment is due within thirty (30) calendar days of the invoice date ("Net 30").

Payment shall be made without deduction, withholding, set-off, counterclaim, or delay.

Partial disputes do not entitle the Customer to withhold payment of undisputed amounts.

Acceptance of partial payment does not waive any remaining balance.

15. Overdue Accounts

Amounts remaining unpaid after the applicable payment deadline shall constitute an overdue account.

Tortoise reserves the right to suspend further work, deliveries, fabrication, machining, installation, warranty service, or future quotations until overdue amounts have been paid.

16. Interest on Overdue Accounts

Unless otherwise agreed in writing, overdue balances shall accrue interest at the contractual rate specified on the quotation or invoice.

Interest shall accrue only on overdue amounts and shall continue until payment is received in full.

Where a monthly contractual rate is used, interest shall accrue proportionately based on the number of days the account remains overdue.

Interest charges do not limit any other legal remedies available to Tortoise.

16. Interest on Overdue Accounts

Unless otherwise agreed in writing, overdue balances shall accrue interest at the contractual rate specified on the quotation or invoice.

Interest shall accrue only on overdue amounts and shall continue until payment is received in full.

Where a monthly contractual rate is used, interest shall accrue proportionately based on the number of days the account remains overdue.

Interest charges do not limit any other legal remedies available to Tortoise.

17. Collection Costs

The Customer shall reimburse Tortoise for all reasonable costs incurred in collecting overdue amounts, including, where legally recoverable:

  • collection agency fees;

  • legal fees;

  • court costs;

  • enforcement expenses;

  • registration fees;

  • investigation costs;

  • tracing costs.

18. Returned Payments

Any cheque, electronic transfer, pre-authorized payment, or other payment instrument returned unpaid may result in:

  • administrative charges;

  • suspension of work;

  • immediate cancellation of credit terms;

  • requirement for certified funds before further work proceeds.

19. Suspension of Work

If payment is overdue, Tortoise may immediately suspend:

  • production;

  • machining;

  • fabrication;

  • welding;

  • field service;

  • installation;

  • delivery;

  • warranty work;

  • engineering;

  • procurement.

Such suspension shall not constitute breach of contract.

Any resulting delays shall automatically extend Project completion dates.

Additional mobilization, remobilization, storage, scheduling, labour, or administrative costs caused by suspension may be charged to the Customer.

20. Ownership of Goods

Title to all Goods supplied by Tortoise remains with Tortoise until all amounts owing by the Customer to Tortoise have been satisfied.

Until ownership transfers:

  • the Customer shall protect the Goods;

  • the Customer shall not intentionally damage the Goods;

  • the Customer shall not knowingly permit any security interest that would prejudice Tortoise's ownership rights, except where required by law;

  • the Customer shall identify the Goods as belonging to Tortoise where reasonably practicable.

Risk of loss may pass before ownership transfers as provided elsewhere in this Agreement.

21. Customer Delay

Where the Customer delays:

  • approving drawings;

  • providing information;

  • supplying materials;

  • arranging site access;

  • coordinating trades;

  • scheduling work;

  • responding to communications;

Tortoise may:

  • revise production schedules;

  • reschedule labour;

  • revise delivery dates;

  • charge reasonable storage costs;

  • recover reasonable remobilization costs.

Tortoise shall not be liable for delays resulting from Customer inaction.

22. Storage

Completed Goods not collected, accepted for delivery, or otherwise received by the Customer within a reasonable period after notification may be stored by Tortoise or a third party.

Reasonable storage charges may apply.

Storage does not transfer ownership.

23. Abandoned Projects

Where the Customer:

  • ceases communication;

  • repeatedly fails to provide required approvals;

  • refuses reasonable access;

  • abandons the Project;

  • fails to pay outstanding invoices;

Tortoise may suspend or terminate the Project after providing reasonable written notice.

The Customer remains responsible for:

  • work completed;

  • materials ordered;

  • custom manufactured components;

  • subcontractor commitments;

  • reasonable demobilization costs;

  • storage charges;

  • disposal costs where applicable.

24. No Waiver

Failure by Tortoise to immediately enforce any payment obligation shall not constitute:

  • a waiver;

  • an extension of credit;

  • forgiveness of debt;

  • modification of this Agreement.

Any waiver must be in writing and signed by an authorized representative of Tortoise.

PART 3 | Manufacturing, Delivery, Performance & Acceptance

25. Estimated Completion Dates

Any delivery date, completion date, lead time, production schedule, or estimated timeline provided by Tortoise is an estimate only unless expressly stated in writing to be guaranteed.

Project schedules depend upon numerous factors outside Tortoise's reasonable control, including material availability, customer approvals, site readiness, subcontractor performance, weather, transportation delays, and unforeseen project conditions.

Time shall not be of the essence unless expressly agreed in writing.

Tortoise shall make commercially reasonable efforts to meet estimated completion dates but shall not be liable for delays beyond its reasonable control.

26. Delivery

Delivery shall occur in the manner specified within the accepted quotation or as otherwise agreed in writing or verbally.

Unless otherwise stated:

  • delivery locations must be reasonably accessible;

  • the Customer is responsible for ensuring suitable unloading facilities are available;

  • additional charges may apply where deliveries cannot reasonably be completed due to site conditions.

Partial deliveries may occur where commercially reasonable.

Each delivery shall constitute fulfillment of that portion of the Project.

Delivery shall be deemed complete if the Customer requests that Goods be left unattended at the delivery location.

27. Risk of Loss

Unless otherwise agreed in writing, risk of loss or damage transfers to the Customer upon the earliest of:

  • physical delivery;

  • collection by the Customer;

  • collection by the Customer's carrier;

  • completion of installation;

  • completion of loading onto transportation arranged by or for the Customer.

Transfer of risk does not necessarily transfer ownership.

28. Installation

Where installation forms part of the Project:

Tortoise shall perform installation using commercially reasonable workmanship consistent with accepted industry practices.

The Customer shall provide:

  • safe site access;

  • adequate working space;

  • required utilities;

  • necessary permits unless otherwise agreed;

  • access to equipment;

  • coordination with other trades where applicable.

Delays caused by others may result in additional labour, mobilization, scheduling, equipment rental, or travel charges.

29. Work Performed on Existing Equipment

The Customer acknowledges that repair work differs fundamentally from manufacturing new equipment.

Existing machinery may contain:

  • hidden damage;

  • fatigue;

  • distortion;

  • corrosion;

  • previous undocumented repairs;

  • wear beyond visible inspection;

  • non-standard modifications.

Accordingly, Tortoise cannot guarantee that every repair will restore equipment to original manufacturer specifications or expected service life.

Recommendations provided by Tortoise represent professional judgment based upon conditions reasonably observable at the time work is performed.

30. Repair Limitations

Where repair work is requested instead of replacement:

The Customer acknowledges that:

  • repaired components may not achieve the service life of new components;

  • repair may not be economically preferable to replacement;

  • additional defects may become apparent during repair;

  • further repairs may become necessary after disassembly.

Where continued repair would not represent good engineering or commercial practice, Tortoise reserves the right to recommend replacement instead.

31. Custom Manufacturing

The majority of work performed by Tortoise involves custom manufacturing.

Accordingly:

  • dimensions;

  • tolerances;

  • finishes;

  • configurations;

  • material selection;

  • manufacturing methods;

may vary from previous projects unless specifically identified as contractual requirements.

No two custom-manufactured projects should be interpreted as establishing a standard for future work unless expressly agreed in writing.

32. Machining Tolerances

Unless otherwise specified in writing:

  • Machined components shall be manufactured in accordance with tolerances reasonably appropriate for the intended application.

  • Where the Customer specifies tolerances, finishes, concentricity, runout, hardness, coatings, or other technical requirements, those specifications shall govern.

  • Tortoise is not responsible for the suitability of Customer-specified tolerances where engineering responsibility remains with the Customer.

33. Welding

Welding shall be performed using commercially reasonable workmanship consistent with the applicable process and intended service of the finished product.

Unless expressly stated otherwise:

  • cosmetic appearance is secondary to structural integrity;

  • weld profiles may vary slightly;

  • heat discoloration may occur;

  • grinding marks may remain where functionally appropriate.

Minor cosmetic variations shall not constitute defective workmanship.

34. Surface Finish

Unless specifically quoted:

Goods may contain:

  • machining marks;

  • tool marks;

  • handling marks;

  • minor scratches;

  • mill scale;

  • heat tint;

  • weld discoloration;

  • normal fabrication variations.

Such characteristics are inherent to industrial manufacturing and do not affect the intended function of the Goods.

35. Material Substitution

Where specified materials become unavailable or commercially impractical to obtain, Tortoise may recommend functionally equivalent materials.

No substitution shall be made without Customer approval where the specified material is essential to the intended performance of the finished product.

36. Third-Party Components

Where Goods incorporate products manufactured by others, including bearings, seals, hydraulic components, motors, gearboxes, electronics, fasteners, coatings, purchased assemblies, or proprietary equipment, those components remain subject to the original manufacturer's specifications and warranties.

Tortoise does not extend additional warranties beyond those expressly provided in this Agreement.

37. Inspection

The Customer shall inspect Goods within a reasonable time after delivery or installation.

Any claimed shortage, visible damage, manufacturing defect, or discrepancy shall be reported promptly in writing.

Continued use, installation, resale, modification, or incorporation of Goods into another assembly may constitute acceptance of those Goods except with respect to defects that could not reasonably have been discovered upon initial inspection.

Failure to provide such notice within a reasonable time may constitute acceptance of the Goods or Services, except for defects that could not reasonably have been discovered through ordinary inspection.

38. Acceptance

Goods and Services shall be deemed accepted when the earliest of the following occurs:

  • written acceptance by the Customer;

  • use of the Goods;

  • installation into service;

  • resale;

  • modification by the Customer;

  • failure to notify Tortoise of any material deficiency within a reasonable period after delivery.

Acceptance does not waive warranty rights for defects that could not reasonably have been discovered during normal inspection.

39. Delays Beyond Tortoise’s Control

Tortoise shall not be liable for delays caused directly or indirectly by circumstances beyond its reasonable control, including but not limited to:

  • weather;

  • supplier delays;

  • transportation interruptions;

  • labour disputes;

  • equipment failures;

  • utility interruptions;

  • acts of government;

  • pandemics;

  • epidemics;

  • fires;

  • floods;

  • natural disasters;

  • civil disturbances;

  • cyber incidents affecting suppliers or logistics providers;

  • shortages of materials;

  • shortages of skilled labour;

  • any other event beyond Tortoise's reasonable control.

Where such circumstances occur, Project schedules shall be extended by a reasonable period.

40. Force Majeure

Neither party shall be considered in breach of this Agreement where performance is prevented by a Force Majeure Event.

The affected party shall notify the other party as soon as reasonably practicable.

If the Force Majeure Event continues for an extended period such that completion of the Project becomes commercially impractical, either party may terminate the remaining unperformed portion of the Project by written or verbal notice.

The Customer remains responsible for payment of all work performed and costs reasonably incurred before termination.

PART 4 | Warranty, Limitation of Liability & Risk Allocation

41. Limited Warranty

Subject to the terms of this Agreement, Tortoise warrants that Goods manufactured by Tortoise and Services performed by Tortoise shall be free from material defects in workmanship for the warranty period stated in the applicable quotation or invoice.

Where no warranty period is specifically stated in writing, no particular warranty period shall be implied solely by reason of prior dealings or industry practice.

If a defect covered by this warranty is discovered within the applicable warranty period and Tortoise is promptly notified in writing, Tortoise shall, at its sole discretion:

  • repair the defective portion;

  • replace the defective portion; or

  • refund the portion of the purchase price reasonably attributable to the defect.

These remedies constitute the Customer's exclusive remedies for any warranty claim.

42. Warranty Applies Only to Tortoise’s Work

This warranty applies only to workmanship and Goods manufactured directly by Tortoise.

Unless expressly agreed in writing, Tortoise does not warrant:

  • customer-supplied materials;

  • customer designs;

  • customer specifications;

  • customer engineering;

  • used components reused at Customer request;

  • third-party manufactured products;

  • normal wear and tear;

  • consumable components.

43. Warranty Exclusions

This warranty does not apply where failure results directly or indirectly from:

  • misuse;

  • abuse;

  • improper installation by others;

  • improper maintenance;

  • neglect;

  • corrosion;

  • chemical attack;

  • environmental exposure;

  • overloading;

  • impact damage;

  • modification by persons other than Tortoise;

  • improper operation;

  • accident;

  • unauthorized repair;

  • failure to follow manufacturer's recommendations;

  • normal wear;

  • ordinary deterioration.

44. Repair Work

Repair work is performed on existing equipment that may already have significant wear, hidden defects, or prior modifications.

Accordingly, Tortoise warrants only the workmanship actually performed.

Tortoise does not warrant the continued performance of unrelated portions of repaired equipment.

Where one component fails because another worn component later fails, such subsequent failure shall not constitute a defect in Tortoise's workmanship.

45. Existing Equipment

The Customer acknowledges that:

  • older equipment may contain unknown defects;

  • repaired equipment may continue to deteriorate over time;

  • previously repaired components may fail independently of work performed by Tortoise;

  • complete restoration to original manufacturer condition may not always be commercially practical or technically possible.

Accordingly, repair work shall not be interpreted as guaranteeing future performance of the entire machine.

46. Customer-Supplied Specifications

Where Goods are manufactured according to Customer drawings, dimensions, CAD files, samples, engineering, or specifications:

Tortoise warrants only that the Goods substantially conform to those specifications.

Tortoise assumes no responsibility for:

  • design suitability;

  • engineering adequacy;

  • regulatory compliance of Customer designs;

  • fitness of Customer specifications for the intended application.

Responsibility for those matters remains with the Customer unless expressly assumed by Tortoise in writing.

47. Prototype & Development Work

Where the Project involves prototypes, one-off equipment, development work, first-run manufacturing, or experimental designs:

  • The Customer acknowledges that modifications, adjustments, refinement, testing, and iterative improvements are often necessary.

  • Prototype work shall not be considered defective solely because subsequent design improvements are identified.

48. Customer Acceptance of Engineering Decisions

Where the Customer approves drawings, layouts, dimensions, or design revisions before manufacture, the Customer accepts responsibility for those approved items except where Tortoise has expressly undertaken engineering responsibility in writing.

Approval of drawings constitutes confirmation that:

  • dimensions are acceptable;

  • layouts are acceptable;

  • orientation is acceptable;

  • features are acceptable;

  • intended functionality has been reviewed by the Customer.

49. No Guarantee of Production Output

Unless expressly guaranteed in writing, Tortoise does not warrant:

  • production rates;

  • cycle times;

  • manufacturing throughput;

  • profitability;

  • energy savings;

  • labour savings;

  • operational efficiencies;

  • product yield;

  • return on investment.

Any estimates regarding anticipated performance are opinions based upon available information and shall not constitute contractual guarantees.

50. Downtime

Tortoise understands that equipment failures may result in production losses.

However, Tortoise shall not be liable for:

  • lost production;

  • downtime;

  • lost revenue;

  • lost profits;

  • delayed contracts;

  • missed deliveries;

  • customer penalties;

  • business interruption.

This applies whether arising from delay, repair, replacement, warranty work, or any other circumstance except where prohibited by law.

51. Limitation of Liability

To the fullest extent permitted by applicable law, Tortoise's total cumulative liability arising from any Project shall not exceed the total amount actually paid to Tortoise for the specific Goods or Services giving rise to the claim.

This limitation applies regardless of whether the claim arises in:

  • contract;

  • negligence;

  • tort;

  • statute;

  • equity;

  • strict liability;

  • misrepresentation;

  • or any other legal theory.

52. Exclusion of Indirect Damages

To the fullest extent permitted by law, Tortoise shall not be liable for any indirect, incidental, consequential, exemplary, punitive, or special damages, including but not limited to:

  • lost profits;

  • lost business opportunities;

  • production interruption;

  • loss of goodwill;

  • replacement labour;

  • rental equipment;

  • transportation costs;

  • management time;

  • financing costs;

  • contractual penalties owed to third parties.

Whether or not such damages were foreseeable.

53. Duty to Mitigate

The Customer shall take reasonable steps to minimize any loss, damage, or interruption arising from any alleged defect.

Tortoise shall not be responsible for losses that could reasonably have been avoided through timely mitigation.

54. Opportunity to Cure

Before arranging repairs by another contractor, commencing legal proceedings, or seeking reimbursement, the Customer shall provide Tortoise with reasonable written notice describing the alleged defect.

Tortoise shall be given a reasonable opportunity to inspect the Goods or Services and, where appropriate, correct any verified defect.

Except in genuine emergencies where immediate action is reasonably necessary to prevent imminent property damage or personal injury, unauthorized third-party repairs may void warranty coverage relating to the affected work.

55. Indemnification

To the fullest extent permitted by law, the Customer shall indemnify and hold harmless Tortoise, its directors, officers, employees, subcontractors, and agents from claims, damages, liabilities, losses, costs, and reasonable legal expenses arising directly from:

  • inaccurate Customer information;

  • Customer negligence;

  • Customer misuse of Goods;

  • unauthorized modifications;

  • Customer-supplied specifications;

  • infringement resulting from Customer designs;

  • unsafe site conditions under Customer control;

  • breaches of this Agreement.

This obligation survives completion of the Project.

56. Indemnification

The Customer shall maintain any insurance reasonably appropriate for its operations and property.

Tortoise shall maintain insurance appropriate to the nature of its business as required by applicable law or prudent commercial practice.

Neither party's obligation to maintain insurance expands the liability otherwise allocated under this Agreement.

PART 5 | Intellectual Property, Confidentiality, Privacy & Business Protection

57. Intellectual Property

Unless expressly agreed otherwise in writing, all intellectual property created, developed, or prepared by Tortoise in connection with a Project remains the exclusive property of Tortoise until all amounts owing for that Project have been paid in full.

This includes, without limitation:

  • shop drawings;

  • CAD models;

  • engineering layouts;

  • manufacturing drawings;

  • fabrication drawings;

  • machining programs;

  • CNC programming;

  • tooling concepts;

  • jigs;

  • fixtures;

  • production methods;

  • work instructions;

  • process documentation;

  • calculations;

  • manufacturing techniques;

  • photographs;

  • written documentation.

Payment for Goods or Services does not, by itself, transfer ownership of Tortoise's intellectual property unless expressly stated in writing.

58. Customer Intellectual Property

The Customer retains ownership of:

  • trademarks;

  • logos;

  • proprietary designs;

  • engineering provided by the Customer;

  • confidential business information supplied by the Customer.

The Customer grants Tortoise a non-exclusive licence to use such information solely for the purpose of completing the Project.

The Customer warrants that it has the legal authority to provide all materials supplied to Tortoise.

59. Customer Supplied Designs

Where Goods are manufactured from Customer drawings, CAD files, samples, specifications, or instructions, the Customer represents and warrants that such materials do not knowingly infringe the intellectual property rights of any third party.

The Customer shall indemnify Tortoise against claims arising from alleged infringement resulting solely from Customer-provided designs or specifications.

Tortoise is not responsible for independently investigating ownership of Customer intellectual property.

60. Manufacturing Methods

Nothing in this Agreement transfers ownership of Tortoise's manufacturing methods, machining techniques, fabrication procedures, shop practices, or internal production processes.

Customers purchase finished Goods and Services, not Tortoise's proprietary methods of producing them.

61. Shop Drawings

Unless specifically included within the quotation, shop drawings are produced solely to facilitate manufacture.

They shall not be relied upon for engineering certification, structural review, construction documentation, regulatory approval, or manufacturing by third parties without Tortoise's prior written consent.

62. CAD Drawings

Native CAD files, CAM programming, CNC code, digital manufacturing files, and editable design documents remain the property of Tortoise unless expressly transferred under a separate written agreement.

Delivery of finished Goods does not require delivery of editable electronic files.

Where electronic files are supplied, they are supplied without warranty regarding compatibility with third-party software unless expressly agreed otherwise.

63. Confidential Information

Each party shall keep confidential all non-public information obtained from the other party that a reasonable person would understand to be confidential.

Confidential information includes, but is not limited to:

  • pricing;

  • quotations;

  • manufacturing methods;

  • business plans;

  • customer lists;

  • production processes;

  • proprietary equipment;

  • financial information;

  • drawings;

  • specifications;

  • technical data;

  • commercial strategies.

Confidential information does not include information that:

  • becomes publicly available through no breach of this Agreement;

  • was already lawfully known;

  • is independently developed;

  • is lawfully obtained from another source without confidentiality obligations.

64. Non-Disclosure

Neither party shall disclose confidential information to third parties except:

  • employees who reasonably require the information;

  • professional advisors;

  • insurers;

  • subcontractors directly involved in the Project;

  • where disclosure is required by law.

Reasonable measures shall be taken to protect confidential information from unauthorized disclosure.

65. Photographs of Completed Work

Unless expressly prohibited in writing before work begins, Tortoise may use customer testimonials or photograph completed work for use in its portfolio, website, social media, advertising, trade publications, and other marketing materials.

  • portfolio display;

  • website content;

  • marketing materials;

  • social media;

  • trade publications;

  • award submissions;

  • internal records.

Tortoise shall make reasonable efforts not to disclose confidential manufacturing processes, proprietary information, security-sensitive details, or confidential customer information when using such photographs.

Where a Customer has requested confidentiality in writing, Tortoise will respect that request except where disclosure is required by law or necessary to defend legal rights.

66. Customer Reviews & Testimonials

The Customer grants Tortoise permission to reproduce reviews or testimonials voluntarily provided by the Customer for reasonable marketing purposes.

Testimonials may be edited only for grammar, spelling, length, or formatting and shall not be altered in a manner that changes their intended meaning.

67. Privacy

Tortoise will take commercially reasonable steps to safeguard personal information against unauthorized access, use, or disclosure.

Tortoise collects only the information reasonably necessary to:

  • prepare quotations;

  • complete Projects;

  • communicate with Customers;

  • process payments;

  • comply with legal obligations;

  • maintain business records.

Information may include:

  • names;

  • business names;

  • addresses;

  • telephone numbers;

  • email addresses;

  • project information;

  • billing information.

Tortoise will not knowingly sell Customer personal information to third parties.

Information may be disclosed where:

  • required by law;

  • necessary to complete the Project;

  • reasonably required for shipping;

  • reasonably required for payment processing;

  • reasonably required for legal proceedings.

68. Electronic Communications

The Customer consents to receiving communications electronically, including:

  • quotations;

  • invoices;

  • approvals;

  • drawings;

  • change orders;

  • payment reminders;

  • warranty communications.

Electronic communications shall satisfy any requirement that communications be in writing unless prohibited by applicable law.8

69. Records

Tortoise may retain reasonable business records relating to Projects, including:

  • quotations;

  • invoices;

  • correspondence;

  • drawings;

  • production records;

  • inspection records;

  • photographs;

  • payment history.

Records may be retained in electronic or paper form.

Retention periods shall be determined by legal requirements and prudent business practice.

70. Independent Contractor

Nothing contained in this Agreement creates:

  • a partnership;

  • joint venture;

  • agency relationship;

  • employment relationship;

  • fiduciary relationship.

Tortoise performs all work as an independent contractor.

71. Website Accuracy

While reasonable efforts are made to keep website information accurate and current, Tortoise Welding & Millwrights does not guarantee:

  • completeness

  • accuracy

  • reliability

  • uninterrupted availability

  • error-free operation

Content may contain technical inaccuracies, typographical errors, or outdated information.

We reserve the right to modify or remove content at any time without notice.

PART 6 | Default, Termination, Disputes & General Provisions

72. Customer Default

The Customer shall be considered in default of this Agreement where the Customer:

  • fails to make payment when due;

  • materially breaches any provision of this Agreement;

  • refuses reasonable access necessary to complete the Project;

  • repeatedly fails to provide required approvals or information;

  • becomes insolvent;

  • makes an assignment for the benefit of creditors;

  • enters bankruptcy or receivership proceedings;

  • repudiates the Agreement;

  • otherwise prevents Tortoise from substantially performing the Project.

73. Tortoise Remedies

Upon Customer default, Tortoise may, without prejudice to any other legal rights or remedies:

  • suspend work;

  • suspend deliveries;

  • terminate the Agreement;

  • retain deposits to the extent permitted by law and subject to amounts earned or costs incurred;

  • invoice for work completed to date;

  • recover reasonable demobilization costs;

  • recover storage costs;

  • recover reasonable collection costs;

  • pursue any other remedy available at law or in equity.

Exercise of one remedy shall not prevent Tortoise from exercising any other available remedy.

74. Termination by Customer

The Customer may terminate a Project before completion by providing written notice.

Upon termination, the Customer shall remain responsible for payment of:

  • all completed work;

  • work in progress;

  • engineering completed;

  • drawings completed;

  • materials purchased;

  • custom-manufactured Goods that cannot reasonably be repurposed;

  • subcontractor commitments;

  • reasonable cancellation costs;

  • reasonable demobilization costs;

  • shipping, storage, and disposal costs where applicable.

No refund shall be owing for custom Goods already manufactured specifically for the Customer unless otherwise agreed in writing.

75. Termination by Tortoise

Tortoise may terminate this Agreement where:

  • continued performance would be unsafe;

  • the Customer commits a material breach;

  • payment defaults remain unresolved after reasonable notice;

  • required approvals are unreasonably withheld;

  • fraudulent or misleading information has been supplied;

  • continued performance would require Tortoise to violate applicable law.

Termination shall not affect accrued rights or payment obligations existing before termination.

76. Dispute Resolution

The parties agree to make reasonable efforts to resolve disagreements through good-faith discussion before commencing formal legal proceedings.

If a dispute cannot be resolved through direct discussion, either party may propose mediation before commencing litigation.

Nothing in this section prevents either party from seeking urgent injunctive relief or other remedies where immediate legal action is reasonably necessary to protect legal rights or property.

77. Governing Law

This Agreement shall be governed exclusively by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

78. Jurisdiction

Subject to any mandatory legal requirements, the parties irrevocably attorn to the courts of the Province of Ontario for resolution of disputes arising from this Agreement.

80. Notices

Any notice required under this Agreement shall be provided:

  • personally;

  • by reputable courier service;

  • by registered mail;

  • or by email to the most recent address provided by the receiving party.

Email notices shall be deemed received on the Business Day following transmission unless evidence demonstrates they were not successfully delivered.

Either party may update its notice information by written notice to the other.

81. Assignment

The Customer shall not assign or transfer this Agreement, in whole or in part, without Tortoise's prior written consent, which shall not be unreasonably withheld.

Tortoise may engage qualified subcontractors to perform portions of the Project while remaining responsible for the obligations assumed under this Agreement unless otherwise stated.

82. Relationship of the Parties

Nothing contained in this Agreement creates:

  • an employment relationship;

  • partnership;

  • joint venture;

  • fiduciary relationship;

  • agency relationship;

between the parties.

83. Survival

The following provisions survive completion, payment, termination, or expiration of this Agreement to the extent necessary to give them effect:

  • payment obligations;

  • confidentiality;

  • intellectual property;

  • limitation of liability;

  • indemnification;

  • governing law;

  • dispute resolution;

  • warranty obligations;

  • collection rights;

  • record retention;

  • any provision that by its nature is intended to survive.

84. Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be severed only to the minimum extent necessary.

The remaining provisions shall continue in full force and effect.

Where legally permissible, any invalid provision shall be interpreted so as to most closely reflect the original commercial intent of the parties.

85. Waiver

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any future breach.

Any waiver must:

  • be in writing; and

  • be signed by the party granting the waiver.

A waiver of one breach shall not constitute a waiver of any subsequent breach.

86. Entire Agreement

This Agreement, together with any accepted quotation, approved change orders, invoices, written amendments, and documents expressly incorporated by reference, constitutes the entire agreement between the parties concerning the Project.

It supersedes all prior:

  • discussions;

  • negotiations;

  • representations;

  • quotations;

  • understandings;

  • agreements;

whether oral or written, relating to the same Project.

87. Amendments

No amendment to this Agreement shall be effective unless made in writing and accepted by both parties.

Email correspondence expressly agreeing to a specific amendment shall satisfy this requirement.

88. Electronic Acceptance

The parties acknowledge that modern commercial transactions frequently occur electronically.

Accordingly, quotations, approvals, purchase orders, invoices, change orders, and acceptances communicated by:

  • email;

  • electronic signature;

  • online approval;

  • purchase order;

  • electronic payment referencing the quotation;

  • or other reliable electronic means;

shall have the same legal effect as original signed documents, to the fullest extent permitted by applicable law.

89. Headings

Section headings are included solely for convenience and shall not affect the interpretation of this Agreement.

90. Interpretation

In interpreting this Agreement:

  • words importing the singular include the plural and vice versa where appropriate;

  • references to one gender include all genders;

  • "including" means "including without limitation";

  • references to statutes include amendments and successor legislation.

This Agreement shall not be interpreted against either party solely because that party prepared or proposed it.

91. Good Faith

The parties acknowledge that successful industrial projects depend upon cooperation, timely communication, and mutual respect.

Each party agrees to exercise its contractual rights honestly and in good faith, consistent with the common law duty of honest contractual performance recognized in Canada.

Nothing in this section limits either party's legal rights under this Agreement.

Acceptance

By accepting a quotation, issuing a purchase order, paying a deposit, requesting that work commence, accepting delivery of Goods or Services, or otherwise authorizing Tortoise to proceed with a Project, the Customer acknowledges that it has received reasonable notice of these Standard Terms and Conditions of Sale and Services and agrees to be legally bound by them.

Contact

Tortoise Welding & Millwrights

Crosshill, Ontario, Canada

(705) 817-2366