Terms of Sale

Terms and Conditions of Sale

Current Version – Effective: June 3, 2026

The following Terms and Conditions of Sale (“Terms”) govern all proposals, quotations, sales and supply of goods or services (collectively, “Products”) by the entity identified as the supplier in the applicable proposal, quotation or similar document that refers to these Terms (“Supplier”) to any purchaser of Products (“Purchaser”).

1. Applicability and Acceptance
   • These Terms apply to all proposals or quotations issued by Supplier (each, a “Quotation”) and all purchase orders or other similar orders placed by Purchaser for Products (each, an “Order”). A Quotation is not an offer to sell and it is valid for thirty (30) days unless a different period is stated therein.  Notwithstanding anything to the contrary herein, no Order shall be binding on Supplier until Supplier provides written confirmation of acceptance, at which time a binding contract is formed.  Supplier may refuse any Order in its sole discretion, including for unsatisfactory credit.
   • Acceptance of any part of the Products or payment of any invoice constitutes Purchaser’s assent to these Terms.
   • These Terms, the applicable Quotation and the applicable Order as accepted by Supplier in accordance with these Terms are referred to herein as the “Contract”; provided, however, that, except as explicitly set forth in these Terms and notwithstanding anything to the contrary in the applicable Order or other documentation delivered by Purchaser or referenced in the Order (the “Purchaser Documentation”), any terms in any Purchaser Documentation that is in addition to, different from, or conflicting with these Terms and/or the terms in the applicable Quotation are hereby expressly rejected and do not form part of the Contract. Supplier’s acceptance of any Order or commencement of production shall not be construed as acceptance of any such additional, different, or conflicting terms contained in any Purchaser Documentation, nor shall Supplier’s failure to object to such terms constitute a waiver of any provision of these Terms.
   • The obligations of Supplier under any Contract are solely the obligations of Supplier and no affiliate of Supplier shall have any liability in respect of such obligations unless that affiliate expressly agrees otherwise in writing.
2. Prices and Quotes
   • Prices are stated in U.S. dollars unless otherwise indicated in the applicable Order and exclude applicable sales taxes, duties, tariffs and brokerage charges, which shall be the Purchaser’s responsibility. Prices are based on information available at the date of the Quotation and are subject to change to reflect increases in raw material costs, energy costs, exchange rates, the imposition of or increase in duties, tariffs, surtaxes or other governmental charges, or other factors beyond Supplier’s control.
   • In addition, Supplier reserves the right to adjust the price in the Quotation if Purchaser requests changes to the delivery schedule, quantities or specifications, or delays in providing necessary information, approvals or releases.
3. Orders, Changes and Cancellation
   • Purchaser may not cancel, terminate or modify a Contract without Supplier’s written consent. If Supplier consents to such cancellation, Purchaser shall reimburse Supplier for all costs and expenses incurred, including labour, materials, restocking fees and loss of profit.
   • Supplier may cancel a Contract at any time if Purchaser’s credit is unsatisfactory or if Purchaser becomes insolvent, suspends operations, files for bankruptcy, or takes any other similar action. In such case, Supplier will have no liability for losses or damages arising from cancellation.
   • Supplier may deliver Products in instalments and invoice for each instalment separately. Each instalment is a separate contract; failure to deliver any instalment does not entitle Purchaser to repudiate the Contract for remaining instalments.
4. Payment and Credit Terms
   • Unless otherwise indicated in the Order, payment shall be due net thirty (30) days from the date of invoice. Deposits or progress payments may be required at Supplier’s discretion.  If Purchaser wrongfully fails to take delivery, Supplier may invoice Purchaser when goods are tendered for delivery.
   • Late payments shall bear interest at the rate of one and one-half percent (1.5%) per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower, from the date due until the date paid. Supplier shall also be entitled to recover from Purchaser all reasonable legal fees, court costs and collection expenses incurred in collecting any overdue amounts.
   • Supplier reserves the right, in its sole discretion, to reassess Purchaser’s creditworthiness and to require advance payment, collateral, or other assurances of payment. Supplier may suspend production, shipment or performance until Purchaser satisfies its payment obligations.
   • Purchaser shall not withhold payment or set off any amount due to Supplier or any of its affiliates on account of any counterclaim or dispute with respect to the Product or the Contract. All bank charges and transfer fees are for Purchaser’s account.
   • Until payment in full is received by Supplier, Supplier retains title to all Products and a purchase money security interest in the Products and all proceeds thereof. Purchaser hereby authorizes Supplier to file financing statements and take all other actions necessary or desirable to perfect, maintain and enforce such security interest under the Personal Property Security Act (Ontario) or any equivalent legislation in any applicable jurisdiction.  Purchaser shall not grant any other security interest in the Products without Supplier’s prior written consent.
5. Delivery and Transfer of Risk
   • Delivery terms are FCA (Incoterms® 2020) Supplier’s facility unless otherwise set forth in the Order. Risk of loss and title pass to Purchaser when the Products are made available to the carrier or, if shipment does not involve a carrier, Purchaser.
   • Delivery dates are estimates only and are not guaranteed. Time is not of the essence.  Supplier shall not be liable for any damages, losses or expenses due to delays in delivery, whether or not caused by Supplier.
   • Delivery is conditional on Purchaser’s timely provision of all necessary information, approvals and payment. Purchaser shall bear all storage, insurance and handling charges incurred due to Purchaser’s request to postpone delivery or failure to take delivery when scheduled.
   • For export shipments, Purchaser shall be responsible for all import duties, taxes and compliance with laws and regulations of the destination country.
   • Supplier shall not be liable for loss or damage in transit when a carrier transports the Products. Claims for shortages or damage must be made in writing within five (5) days of delivery, and Purchaser must note any damage on the carrier’s delivery receipt.  Failure to comply with this Section will constitute acceptance of the Products and waiver of any claim.
6. Inspection, Claims and Returns
   • Purchaser has the right to inspect the Products before shipment and notify Supplier in writing of any non-conformity within five (5) days. Failure to inspect or provide such notice constitutes acceptance and waiver of any claims for non-conformity.
   • Products may not be returned without Supplier’s prior written consent and then only in accordance with Supplier’s shipping instructions.
7. Limited Warranty
   • Supplier warrants to Purchaser that the Products (excluding any services) and components manufactured by Supplier will, for a period of twelve (12) months from the date of delivery, be free from material defects in workmanship and materials and will conform in all material respects to Supplier’s published specifications or to any specifications agreed in writing with Purchaser. For greater certainty, this warranty does not apply to any products or components manufactured by a third party and supplied or incorporated into the Products by Supplier (“Third-Party Products”).
   • This warranty is exclusive and in lieu of all other warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose. Supplier’s sole obligation and Purchaser’s exclusive remedy for breach of warranty shall be, at Supplier’s option, the repair or replacement of defective Products or refund of the purchase price.  Supplier will not be liable for the cost of repairs performed by Purchaser or its representatives or contractors without Supplier’s prior written consent.
   • This warranty does not cover defects or damage resulting from improper installation (other than by Supplier), misapplication, modification, unauthorized repair, use of non-approved parts or accessories, normal wear and tear, corrosion, contamination, negligence after shipment, improper storage or handling, or use of the Products in a manner inconsistent with Supplier’s instructions.
   • Supplier reserves the right to modify the design or specifications of the Products at any time to comply with applicable statutory or regulatory requirements, or to make improvements that do not materially and adversely affect the performance or quality of the Products. Purchaser agrees to accept such modified Products in fulfilment of any outstanding Order.
   • Third-Party Products are not warranted by Supplier. Third-Party Products are subject solely to the warranties, if any, provided by their original manufacturers.  To the extent permitted by the applicable manufacturer’s warranty, Supplier shall pass through to Purchaser the benefit of such warranty and, at Purchaser’s reasonable request and expense, provide reasonable assistance to Purchaser in pursuing a warranty claim against the applicable manufacturer. Supplier does not guarantee the performance of any Third-Party Product or the availability, scope or enforceability of any manufacturer’s warranty.
   • This warranty is for the benefit of Purchaser only and is not transferable.
   • To the extent that Products are manufactured in accordance with specifications, designs or instructions provided by Purchaser (“Purchaser Specifications”), Supplier’s warranty against infringement of third-party intellectual property rights is hereby excluded with respect to such Products. Purchaser shall indemnify, defend and hold Supplier harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable legal fees) arising from or relating to any alleged infringement of any third-party intellectual property rights resulting from Supplier’s compliance with Purchaser Specifications.
8. Limitation of Liability and Indemnification
   • IN NO EVENT SHALL SUPPLIER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF USE, LOSS OF PRODUCTION, OR DAMAGE TO OTHER PROPERTY, ARISING OUT OF OR RELATING TO THE CONTRACT, WHETHER BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
   • SUPPLIER’s TOTAL LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID BY PURCHASER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.
   • Purchaser acknowledges that it is solely responsible for system design, integration and performance, and for determining the suitability of the Products for Purchaser’s intended use. Supplier shall have no liability for any design or application decisions made by Purchaser.
   • Purchaser shall indemnify, defend and hold harmless Supplier and its affiliates, officers, directors, employees and agents (collectively, “Supplier Indemnitees”) from and against any and all claims, actions, losses, damages, liabilities, costs and expenses (including reasonable legal fees and court costs) arising out of or relating to: (a) Purchaser’s use, misuse, resale, installation, modification or disposal of the Products; (b) any Purchaser Specifications provided to Supplier; (c) Purchaser’s breach of any provision of these Terms or the Contract; (d) any negligence or wilful misconduct of Purchaser or its employees, agents or contractors in connection with the Products; or (e) Purchaser’s failure to comply with applicable laws or regulations. These indemnification obligations shall survive the termination or expiry of any Contract.
9. Force Majeure
   • Supplier shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, flood, fire, pandemic, strike or other labour difficulties, acts of civil or military authority, war, riot, insurrection, terrorist acts, freight embargoes, supply chain disruptions, delays in delivery of materials by suppliers, or any other cause beyond Supplier’s control. In such event, Supplier’s performance shall be excused for the duration of the delay, and the delivery schedule shall be extended accordingly.
   • If a force‑majeure event continues for more than sixty (60) days, either party may, upon written notice to the other, cancel the affected order without liability, provided Purchaser reimburses Supplier for all costs incurred to the date of cancellation.
10. Intellectual Property and Confidentiality
    • Supplier retains all proprietary rights to its designs, engineering details, specifications and data relating to the Products. Purchaser shall not disassemble, reverse engineer or reproduce any Supplier product, nor permit any third party to do so.
    • Purchaser acknowledges that all non‑public information disclosed by Supplier, including pricing and discounts, is confidential and shall not be disclosed to any third party without Supplier’s prior written consent.
11. Governing Law and Dispute Resolution
    • These Terms and each Contract shall be governed by and construed in accordance with the laws of the province, state or other jurisdiction specified in the applicable Quotation, without regard to its conflict of laws principles (the “Governing Jurisdiction”). The parties irrevocably submit to the exclusive jurisdiction of the courts located in the Governing Jurisdiction.
    • If the applicable Quotation does not specify the Governing Jurisdiction:

• in the case of a Contract for the manufacture or supply of goods and/or services other than Field Services (as defined below), the Governing Jurisdiction shall be the province, state or other jurisdiction in which Supplier’s facility principally responsible for the manufacture or supply of the goods is located;
• in the case of a Contract for installation, repair, maintenance or other services performed outside of Supplier’s facility (“Field Services”), the Governing Jurisdiction shall be the province, state or other jurisdiction in which the applicable services are principally performed; and
• in the case of a Contract that includes both the manufacture or supply of both goods and Field Services, the Governing Jurisdiction shall be determined based on the relative value of such components of the Contract. If fifty percent (50%) or more of the total Contract value is attributable to the manufacture or supply of any goods and services other than Field Services, the Governing Jurisdiction shall be the province, state or other jurisdiction in which Supplier’s facility responsible for the manufacture or supply of the goods is located. If more than fifty percent (50%) of the total Contract value is attributable to Field Services, the Governing Jurisdiction shall be the province, state or other jurisdiction in which the Field Services are principally performed.
  • Notwithstanding the foregoing, Supplier may, as an additional remedy, commence and pursue proceedings in any court of competent jurisdiction for the purpose of collecting any amounts owing by Purchaser to Supplier or recognizing, enforcing or executing upon any judgment or order relating thereto.
  • The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. If the Governing Jurisdiction is within the United States of America, Purchaser hereby waives any right to a jury trial.

12. Miscellaneous
    • No waiver by Supplier of any breach by Purchaser shall be considered a waiver of any subsequent breach. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary so that it is valid and enforceable, and the remaining provisions shall remain in full force and effect.
    • Purchaser may not assign its rights or obligations under the Contract without Supplier’s prior written consent. Supplier may assign the Contract or subcontract its obligations without Purchaser’s consent.
    • The section headings are for convenience only and shall not affect interpretation. These Terms may be amended or modified only by a written agreement signed by Supplier.
    • These Terms, together with the applicable Quotation and Order as accepted by Supplier, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous representations, understandings and agreements. No amendment to these Terms shall be valid or binding unless set out in a written instrument signed by an authorized representative of Supplier and expressly stating the section or sections of the Contract or these Terms that are intended to be amended.  Any notices required under these Terms shall be in writing and delivered by email (with confirmation of receipt), internationally recognized courier or prepaid registered mail to the addresses set out in the applicable Quotation or Order.

The provisions of these Terms that by their nature should survive termination or expiry of a Contract shall so survive, including without limitation those dealing with payment obligations, inspection and claims, limited warranty, limitation of liability, purchaser indemnification, intellectual property and confidentiality, compliance, and governing law and dispute resolution