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Standard Terms and Conditions of Sale

Agreement and Acceptance.

These Terms and Conditions of Sale (the "Agreement") supersede all prior written terms, understandings, purchase orders, assurances and offers. Buyer's acceptance of the goods or placement of an order for goods are subject to the Agreement and is conditioned upon consent to the Agreement. Seller shall not be deemed to have waived the following conditions if it fails to object to the conditions appearing in or attached to a Purchase Order. Buyer's acceptance of goods or services called for in a Purchase Order shall constitute its acceptance of the following Terms and Conditions.
Buyer shall immediately inspect all goods from Seller upon Buyer's receipt and Buyer shall, within five (5) days of such receipt, notify Seller in writing of Buyer's rejection of part or all of the goods and the reason(s) for such rejection. In the event that such notice is not timely given, Buyer expressly waives all rights to reject or to revocate acceptance of the goods and shall have accepted such goods and is liable to Seller for full payment of such goods.

Invoices and Payment Terms. The net amount of each invoice is due thirty (30) days from the invoice date.
Title. Seller hereby reserves a purchase money security interest in any goods sold to Buyer. In the event Buyer breaches the terms or conditions of the Agreement, including, but not limited to, any past due balances, together with interest, costs, and attorney fees are permitted herein, Seller shall have all the rights and remedies of a secured creditor. Seller is hereby granted a power of attorney on behalf of Buyer to execute all appropriate documents to perfect and record such security interest.
Taxes. Buyer shall pay any federal, state, provincial and local use, sales or similar taxes, as applicable, which may be imposed upon the sale and purchase of the goods.
Delivery. Except as otherwise set forth herein, completion and delivery of goods and services will be at a time and place that is mutually agreeable to Buyer and Seller. In the event that delays, strikes, or other causes not within the control of Seller force postponement or delays, delivery dates or appointments will be appropriately adjusted and additional costs incurred by Seller, if any, will be reasonably determined and added to the contract sum.
Limited Warranty. Seller warrants that the goods shall be free from defects in material and workmanship. This warranty shall not apply in the event of defects caused by: (i) physical abuse of the goods or any component or acts of vandalism by any persons other than Seller, its employees, agents, or subcontractors; (ii) alterations, modifications, additions, or repairs made during the applicable warranty period by anyone other than Seller, its employees, agents or subcontractors; or (iii) accidents or damage resulting from fire, water, wind, hail, lightning, electrical surge or failure, earthquake, theft or similar causes not caused or contributed to by the sole negligence of Seller or its employees, agents, or subcontractors.
Warranty Disclaimer. THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SAID WARRANTIES BEING EXPRESSLY DISCLAIMED.
Remedy. Seller shall be given reasonable and prompt opportunity to examine any claim of defect by the Buyer. Buyer agrees that its sole and exclusive remedy against Seller shall be limited to the repair or replacement of non.conforming or defective goods. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as Seller is willing to repair or replace the defective goods and, in any event, Seller's liability for any damages due to Buyer shall be limited to the purchase price of the goods at issue in the claim. Notwithstanding the foregoing, the Seller shall have the option of replacing or correcting defects or otherwise crediting Buyer for all or a reasonable portion of the amount of the purchase price of the goods at issue.
Limitations. SELLER SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR INJURY RESULTING FROM DELAY IN DELIVERY OR INSTALLATION OF THE GOODS OR FOR ANY FAILURE TO PERFORM DUE TO CIRCUMSTANCES BEYOND ITS CONTROL. THE MAXIMUM LIABILITY, IF ANY, OF SELLER FOR ALL DAMAGES, INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM SELLER'S BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE PURCHASE PRICE OF THE GOODS AT ISSUE IN THE CLAIM. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST REVENUES AND PROFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Force Majeure. Seller shall not be liable for delays or failures in performance of an order or default in delivery arising out of or resulting from causes beyond its control. Such causes include, but are not restricted to, acts of God, acts of Buyer, acts of the Government or the public enemy, fire, flood, epidemics, quarantine restrictions, strikes, freight embargoes, severe weather or default of suppliers due to any of such causes. In the event of any such delay of Seller's performance, Buyer shall honor its obligations hereunder as soon as Seller is able to perform.
Choice of Law. The Agreement is made in, and shall be governed and controlled in all respects by the laws of the province of Ontario and all disputes, including interpretation, enforceability, validity, and construction, shall be determined under the laws of Ontario and Canada, as applicable, without regard to any conflict of law provisions.
Choice of Forum. The parties submit to the jurisdiction and venue of Toronto, Ontario, Canada, with respect to any actions arising, directly or indirectly, out of the Agreement or the performance or breach of the Agreement. The parties stipulate that the venues referenced in the Agreement are convenient.
Waiver. Seller's failure to exercise a right or remedy or Seller's acceptance of a partial or delinquent payment shall not operate as a waiver of any of Seller's rights or Buyer's obligations under the Agreement and shall not constitute a waiver of Seller's right to declare an immediate or a subsequent default.
Entire Agreement. The Agreement constitutes the entire understanding between the parties with respect to the subject matter of the Agreement and supersedes any prior discussions, negotiations, agreements and understandings. Modifications to the Agreement may be made only in writing signed by each party.
Assignments. No assignment of the Agreement or of any right or obligation under the Agreement shall be made by Buyer without the prior consent of Seller. In the event of a proper assignment, the Agreement shall be binding upon and inure to the benefit of the Buyer's successors and assigns.
Injunctive Relief. Buyer acknowledges that irreparable injury will result from the failure of Buyer to comply with the terms of the Agreement. In the event of any actual or threatened default or breach by Buyer or any of the provisions of the Agreement, Seller shall have the right to specific performance or injunctive relief, as well as monetary damages, including costs and attorney fees, and any other appropriate relief.
Attorney Fees and Costs. In the event of Seller's enforcement of any term or condition in the Agreement, Buyer shall be liable to Seller for all costs, including attorney fees, incurred by Seller in enforcing the Agreement and in collecting any sums owed by Buyer to Seller.