APPENDIX A - TERMS AND CONDITIONS OF SALE

 

 

1. ACCEPTANCE AND ENTIRETY OF TERMS AND CONDITIONS OF SALE.

 

Unless there is a duly signed agreement between the buyer and the seller, these terms and conditions of sale, including the terms and conditions stipulated on the front and back and any document attached hereto, constitute the complete and final sales agreement between the seller and the buyer and govern and replace any verbal agreement and prior communication between the seller and the buyer. The terms and conditions hereof may not be subject to any addition, modification, suspension, or waiver without the express written consent of the seller. Any different or additional terms and conditions appearing in the buyer's purchase order or in any other document, whether contrary to these terms and conditions or not, are void, invalid, and rejected by the seller. Receipt of the ordered products and/or performance of services constitutes tacit acceptance of these terms.

 

2. PAYMENT.

 

 

Payment of the total amount of each invoice will be made to the seller without deduction or offset. Unless otherwise provided, any payment is due net thirty (30) days from the date of invoice.

 

 

3. PRICING.

 

Unless otherwise indicated, prices may be modified without notice by the seller. Clerical errors may be corrected by the seller. If freight or other transportation costs and currencies increase between the order confirmation date and the delivery date, the seller may add, after notifying the buyer, any increase to the price shown on the sales agreement.

 

4. INTEREST.

 

No interest shall be payable by the buyer to the seller or by the seller to the buyer, except in case of late payment by the buyer where the seller's invoice provides for such interest.

 

5. CREDIT RISK.

 

If at any time the buyer's liability or credit risk becomes unsatisfactory to the seller, the seller may require cash or satisfactory security before further shipments or deliveries hereunder. The buyer agrees to pay all costs and expenses, including reasonable attorney's fees incurred by the seller in the collection of any sum payable by the buyer to the seller. The seller may terminate all undelivered orders if the buyer becomes insolvent, dissolved, liquidated, makes a general assignment for the benefit of its creditors, files or has filed against it a bankruptcy petition, or has a receiver appointed for a substantial part of its assets.

 

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6. DELIVERY.

 

Unless expressly stated otherwise, any order is accepted by the seller on the basis that delivery times are not an essential condition of the sale. Notwithstanding any provision to the contrary, the buyer must pay any invoice to the seller in accordance with the payment terms assigned to that invoice, regardless of the delivery times of the products to the buyer and/or the inspection of the products by the latter. Receipt of the products by the buyer constitutes a waiver of all claims for delay.

 

 

7. SHIPPING GUIDELINES.

 

 

At the time of order, the buyer must specify the preferred shipping method, failing which the buyer will be deemed to have accepted the shipping method chosen by the seller. If the buyer requests a route, mode, or carrier other than that selected by the seller, any additional cost incurred will be paid by the buyer. The same applies to deliveries made outside the seller's standard operating hours.

 

 

8. LIABILITY.

 

 

The seller sells its products and services according to its standard specifications. All claims for allegedly defective products, missing quantity, or for any other cause are deemed to be waived, except when made in writing and received by the seller within fifteen (15) days after the buyer becomes aware of the alleged defect, missing quantity, or any other cause, but in no case for a defective product more than sixty (60) days after receipt of the goods by the buyer in the absence of a warranty period for the product or beyond the warranty period and/or expiration date indicated in the product specifications. The seller incurs no liability whatsoever for any damage resulting from any cause if the products purchased hereunder do not retain their original properties for any reason, including as a result of the buyer's failure to properly store or use said products under normal conditions and with appropriate precautions. Any recommendation regarding the use and handling of the products in this sales agreement or, if applicable, in any attached document or report is formulated and established on the basis of assumptions presumed reliable. It is understood that all recommendations made by the seller, whether verbal, written or otherwise, are provided as recommendations only, to assist the buyer. Since the conditions and methods of use and handling of the products are beyond the seller's control, the latter is expressly released from any liability arising from the use or handling of the product or from taking into account the recommendations made in this regard. All products are provided "as is" and "as available" and the seller gives no warranty of any kind, whether express or implied, including, but not limited to, implied warranties relating to merchantability, fitness for a particular purpose or the effects or results of use, or any recommendations made. Subject to applicable law, the seller incurs no liability for any injury suffered by the buyer, or any of its employees, agents or customers, or for any loss or damage to the buyer's products or property caused directly or indirectly by the products sold or by the recommendations made, which are provided for informational purposes only. In the event of a breach or violation of this sales agreement or for any cause whatsoever, including, but not limited to, allegedly defective or damaged products, the buyer is entitled only to a remedy in damages limited to, at the seller's option: a) if applicable, the repair or replacement of defective products purchased and paid for under this sales agreement or b) the refund of the purchase price of products purchased and paid for under this sales agreement. Notwithstanding any provision to the contrary, the buyer has neither the right to deduct or withhold any amount from any invoice of the seller, for whatever reason, nor to allocate any amount that would be due to the seller to the payment of any sum that the seller may or could owe to the buyer at any time. The total liability of the seller and the exclusive remedy of the buyer for any cause of action associated with the agreement, whatever the cause and whether based on tort, contract, strict liability or any other legal theory, is expressly limited to the replacement of the non-conforming product or the payment of an amount not exceeding the purchase price of the product for which damages are claimed, at the seller's option. In no event shall the seller be liable for any other damages, including, without limitation, any consequential, indirect, incidental, special or punitive damages.

 

 

8.1. WARRANTY SPECIFIC TO THE SALE OF EQUIPMENT.

 

Warranty period: the warranty is valid for a period of one year from the date of purchase. In case of defect, the seller reserves the right to decide, after examination, whether the items are covered by a warranty. If covered, the seller will repair the defective item or replace it with an identical or similar item at its expense, at its sole discretion, provided that the item is returned to a predetermined address. Excluded are all repair work not authorized by the seller. Parts replaced during repair work become the property of the seller. Conditions: the warranty applies only when the product has been subjected to use respecting the parameters recommended according to the product specifications by the manufacturer. The warranty is limited solely to the item sold and its maximum value. Exclusions: the warranty does not apply, among others, to items stored or assembled incorrectly, used inappropriately, or cleaned using methods or cleaning products not recommended by the manufacturer. The warranty does not cover normal or excessive wear, scratches, or damage caused by fortuitous incidents. The warranty does not apply if the items have been placed in an environment not recommended by the manufacturer. The warranty does not apply in case of use other than those recommended by the manufacturer. The warranty does not cover consequential or indirect damages. The warranty does not apply to damaged items. The warranty does not cover defects resulting from improper application, corrosion or other inappropriate events. Service: the seller may, in some cases, offer an on-site repair service for its items. Travel charges in time and mileage are then applicable. This is conditional on the item being accessible for repair without special expense or action. Return of merchandise: any returned merchandise must bear an authorization number. It is subject to restocking and handling fees if returned for reasons other than warranty testing.

 

 

9. INDEMNITY.

 

 

The buyer agrees to defend, indemnify and hold the seller, its affiliated companies, successors and assigns, officers, directors, shareholders, employees, independent contractors, and agents harmless from any liability relating to any claim, demand, cause of action, damage, loss, legal liability, cost, expense (including reasonable attorneys' fees), penalty and judgment by any third party (including the buyer's employees and customers) resulting from negligence, willful misconduct or breach of the buyer's obligations hereunder, as well as any claim resulting from use of any product after delivery by the seller that is (i) inconsistent with any information provided to the buyer, (ii) in violation of any applicable law, or (iii) within the scope of liability assumed by the buyer under the agreement.

 

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10. CONFIDENTIAL INFORMATION.

 

 

The buyer will not use, publish, disseminate or disclose to third parties information concerning this sales agreement, including prices and any information concerning the subject matter of this sales agreement and any purchase order, without the prior written consent of the seller.

 

 

11. HEALTH AND SAFETY.

 

It is the buyer's sole responsibility to comply with and notify its customers, employees, agents and any other user to comply with all health and safety requirements for each of the products supplied by the seller, as specified in the health and safety information concerning the products in question. If a product supplied by the seller is a chemical product, it is also the buyer's responsibility to ensure that all users of this chemical product avoid, among other things, any contact whether single, frequent or prolonged with this chemical product. The seller accepts no responsibility for the consequences arising from the failure to comply with these health and safety requirements, from single, frequent or prolonged contact with the chemical product or from any other violation.

 

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12. COMPLIANCE WITH LOCAL LAWS AND REGULATORY REQUIREMENTS.

 

 

It is the buyer's sole responsibility to verify and comply with federal, state, provincial and local laws, regulations, codes, orders, restrictions, ordinances, approvals, directives and decrees relating to the import, export, distribution, disposal, sale and use by the buyer, its group members, its subsidiaries, its employees, its agents, customers or other users of the products sold to it.

 

 

13. APPLICABLE LAW AND PRECEDENCE OF CONDITIONS.

 

 

This agreement shall be governed by and construed in accordance with the laws of the Province of Quebec, without regard to its conflict of law provisions. Each party irrevocably submits to the exclusive jurisdiction of the courts of the Province of Quebec for the resolution of any dispute arising under or in connection with this agreement.

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