TERMS AND CONDITIONS OF SALE

1. ACCEPTANCE

If the terms and conditions of this document differ in any way from the terms and conditions of your (Purchaser’s) order, our (Vendor’s) conditions will prevail over your conditions to the extent of any conflict. These terms and conditions represent all the terms and conditions of our agreement which cannot be changed without our written permission. Your acceptance of this document or acceptance of our goods will confirm your agreement with our terms and conditions.

2. WARRANTIES

We guaranty that the goods we are selling to you will not have any defects in material and workmanship, will be free from any lien or encumbrance, and will confirm to the description and specification of the order. If we violate these guaranties, our only obligation will be, at our choice, to replace or repair any non-conforming goods F.O.B. our factory, or to refund the price you paid for the non-conforming goods after you return them to us. We shall not be liable for any loss of profits, consequential, incidental or other damages. We do not warrant that the goods ordered will be fit for your particular purposes. You alone have to determine that the goods will suit your intended use.

If you wish to make a claim against us for breach of these warranties, you have to do so in writing within 30 days following your receipt of the goods to which your claim relates. Note that our manufacture or supply of the goods is subject to prevailing industry standards. Accordingly minor quantity, overruns or underruns or gauge variations are acceptable, without affecting the price of the goods based upon the following tolerances:

Quantity overruns/underruns = +10%

3. CREDIT

We retain the right to ownership of the goods until you have fully paid for them. Should you not honour our payment terms for the goods you have bought, the entire balance of the price, including interest, will become immediately due and exigible. Should you not pay us, we shall have the right to retake possession of our goods at your expense, in addition to our other recourses.

4. PAYMENT

Unless we have otherwise agreed in writing, you must pay for the goods in cash in Canadian funds within 30 days from the date of our invoice. We will charge you interest at the rate of 2% per month (24% per annum) on all overdue accounts. Delays in transportation will not extend the delays for payment. If you refuse or are unable to accept our shipment of goods, you will be liable for the extra freight, demurrage, storage, handling and other expenses we incur.

5. TAXES AND OTHER CHARGES

You will pay any taxes, tariffs or other similar charge imposed as a result of this agreement.

6. DELIVERY

The price of this order is based on delivery F.O.B. our factory – unless otherwise stated. You cannot claim any loss or damage due to delay if you take delivery of the goods. Return of merchandises must be authorized prior to be shipped back and at your charge, if not the merchandise will be not accepted.

7. MATERIAL FURNISHED BY YOU

If we manufacture the goods based on castings, moulds, patterns, tools or other materials which you furnish, you will deliver these items to our plant at your expense at the time and in the quantities and with the dimensions, conditions and machinability specified. If we find the production materials you supply to be defective, we shall notify you and charge you for all the expenses we incurred before our discovery of the defect. We shall not be responsible for damage due to wear and tear or otherwise to any production machinery you supply to us, unless the damage is due to our gross negligence.

8. ATENT OR TRADE MARK INFRINGEMENT

If we manufacture the goods according to your specifications, you will indemnify us against any claims for infringement of any patent, trade mark or property rights of others as a result of our following your specifications.

9. LIMITATION OF LIABILITY

We shall not be liable for any damage to the goods or for a delay in delivery due to any cause beyond our control such as acts of God, fortuitous events, floods, strikes, lockout or other labour disputes, accidents to machinery, sabotage, riots, war or insurrection, delay in transportation facilities, restrictions imposed by legislation or government regulations.

10. APPLICATION LAW

This agreement shall be interpreted according to the laws of the Province of Quebec in the event we have a dispute over this agreement or regarding the goods, we agree in advance that any unresolved dispute will be subject to the exclusive jurisdiction of the courts of the judicial district of Quebec.

11. ENTIRE CONTRACT

This agreement reflects the entire agreement between us. All prior agreements or representations are superseded. We will correct any obvious calculation errors. If this agreement leads us to send a series of shipments to you, each individual shipment will be subject to the same terms and conditions as are contained in this agreement.

12. LANGUAGE OF THE AGREEMENT (for contracts made in the Province of Quebec)

We agree that this agreement and any notices or documents relating to it will be written in the French language.