1. QUOTATIONS All quotations made by PQ Logic for the sale
of its products do not include any taxes before shipping. All quotations are made in Canadian dollars unless otherwise stated. All quotations are subject to shipping costs unless otherwise
advised. PQ Logic reserves the right to freely revoke or amend any quotations made, until such time as Customer has submitted an order based on the quotation made, and such order has been duly
confirmed by PQ Logic as stipulated in Article 2 below.
2. ORDERS AND CONFIRMATION An agreement on the sale and the
purchase of PQ Logic Products and/or Services is official only when PQ Logic has duly accepted an order from the Customer. The order is officially accepted by PQ Logic when submitting a
confirmation on such order to the Customer or after an invoice has been issued in response from PQ Logic to a Purchase Order from the Customer. Any request by the Customer for changes or
additions to, or cancellation of any officially accepted order(s) by PQ Logic shall be subject to acceptance in writing by PQ Logic at its full and exclusive discretion.
3. DELIVERY All orders shall be “FOB” City of Vaughan
equivalent to Incoterms 2000, “FOB” unless otherwise agreed upon in writing.
4. TIME OF DELIVERY The time of delivery will be stated in
the order confirmation issued by PQ Logic. and will include normal delivery times. Every effort will be made to meet this commitment, but PQ Logic shall in no instances incur any liability or
liquidated damages arising, directly or indirectly, for any delivery delays unless specifically agreed to in writing in advance. Orders for equipment
will be delivered once payment has been made in accordance to article 5 of this document.
5. PAYMENT Unless
otherwise agreed upon in writing. all orders for Products shall be paid in full at the time of the Customer receiving official confirmation of acceptance as described in article 2 of this
document. Unless otherwise agreed upon in writing, invoices issued by PQ Logic for the sale of equipment and/or services, are due and payable upon receipt or by the specified due if
specified. In the event of any late payments by the Customer, interest shall accrue at a rate of 2% per month or the maximum amount permitted by law,
whichever is less, calculated from the due date of such payment, and until payment is received in full by PQ Logic. Notwithstanding the above, PQ Logic may, at its own full and exclusive
discretion, choose to revoke any credit provided, or to insist upon payment prior to the tendering of delivery of any Products or Services. Customer agrees to waive any potential rights to
withhold any payment for reasons of any counterclaims not duly recognized in writing by PQ Logic.
6. INSPECTIONS AND ACCEPTANCE OF PRODUCTS Upon receiving
the Products ordered, the Customer has the obligation to inspect the Products received. If there is shipping damage, the Customer agrees to notify the shipper before accepting delivery, document
said damages on delivery documents, and notify PQ Logic within 3 business days. The Customer agrees to notify PQ Logic with no undue delays if the Customer discovers or reasonably should have
discovered that the Products received are defective or otherwise non-conforming. If shipping damage is not documented on the delivery papers and the shipper is not notified within 3 business
days, the Products will be assumed to have been delivered in satisfactory condition.
7. LIMITED WARRANTY All products supplied by PQ Logic are subject to the manufacturer’s warranty. Buyer acknowledges that PQ Logic does
not make and specifically negates, renounces and disclaims any representations, warranties and/or guaranties of any kind or character, expressed or implied, with respect to (i) the products sold,
their use, design, application or operation, their merchantability, their physical condition or their fitness for a particular purpose, (ii) the maintenance or other expenses to be incurred in
connection with the products, (iii) the engineering, design, fabrication work or any other work or service (whether gratuitous or for payment) supplied by PQ Logic and/or its agents, suppliers
and employees or (iv) the accuracy or reliability of any information, designs or documents furnished to Buyer. PQ Logic neither assumes, nor
authorizes any person to assume for it, any other obligation in connection with the sale of its products and/or rendering of its services. Any recommendations made by PQ Logic concerning the use,
design, application or operation of the products shall not be construed as representations or warranties, expressed or implied. Failure by PQ Logic to make recommendations or give advice to Buyer
shall not impose any liability upon PQ Logic Corporation. The Buyer shall at its own expense apply for and obtain any permits and inspections
required for the installation and/or use of the products. PQ Logic Corporation makes no promise or representation that the products or services will conform to any federal, state or local laws
ordinances, regulations, codes or standards, except as particularly specified and agreed upon in writing by an authorized representative of PQ Logic. PQ Logic shall not be responsible for any
losses or damages sustained by the Buyer or any other person as a result of improper installation or misapplication of the products. Buyer shall defend, indemnify and hold harmless PQ Logic and
its agents and employees against any loss, damage, claim, suit, liability, judgment or expense (including, without limitation, attorney's fees) arising out of or in connection with any injury,
disease or death of persons (including, without limitation, Buyer's employees and agents) or damage to or loss of any property or the environment, or violation of any applicable laws or
regulations resulting from or in connection with the sale, transportation, installation, use, or repair of the products by Buyer or of the information, designs, services or other work supplied to
Buyer, whether caused by the concurrent and/or contributory negligence of Buyer, PQ Logic, or any of their agents, employees or suppliers. The obligations, indemnities and covenants contained in
this paragraph shall survive the consummation or termination of this transaction.
8. DEFECTS AND NON-CONFORMITY OF PRODUCTS PQ Logic may not
assume liability for the costs pertaining to the return of the defective Products. Authorization RMA or Returned Material Authorization form must be obtained from PQ Logic for any and all returns
PRIOR to return shipment. Shipments without RMA’s may be refused and returned to the sender at his cost, at the full and exclusive discretion of PQ Logic. The Products must be returned to PQ
Logic in its original packaging. In the event the Products are neither defective nor otherwise nonconforming, PQ Logic shall be eligible to charge Customer for any costs PQ Logic may have
reasonably incurred due to the unfounded claim of Customer. PQ Logic shall under no circumstances be held liable for any operation loss, loss of time, loss of profit or any other consequential
financial and indirect losses, and Customer specifically agrees that the remedies stipulated in this Article 7 shall be the only remedies available to Customer in any event of defects or
otherwise non-conformity of Products.
9. LIABILITY IN TORT PQ Logic shall not be liable for any
damages or losses caused by defective Products. Any damages or losses caused by inadequate maintenance of Products by Customer, by inadequate instructions of Customer’s employees in the proper
and correct use of Products, by Customer’s use of Products in a way for which they were not intended, by Customer’s incorrect assembly or installation of Products or by changes to the Products
conducted by Customer without the prior written consent of PQ Logic shall all be the sole responsibility of Customer for which PQ Logic shall not assume any liability whatsoever. The total
liability of PQ Logic. for damages of losses caused by the Products delivered shall never exceed the net purchase price paid for the Products. PQ Logic shall not be held liable for any damages or
losses caused by Products, to the extent such damages or losses are deemed attributable to a component made by Customer and integrated in the Products. In the event of any third party, for
example Customer’s customers, seeking to PQ Logic liable for any damages or losses, for which PQ Logic is not responsible towards Customer according to this Article, Customer specifically agrees
to hold PQ Logic harmless and indemnity for any costs as may reasonably be incurred by PQ Logic as a result thereof, including but not limited to, any compensation payable, reasonable attorney
10. INTELLECTUAL PROPERTY RIGHTS Customer acknowledges and
agrees that any trademarks, trade names, trade secrets, know-how, logos, copyrights, patents, patent applications, designs, drawings, documentations, manuals, and any other rights of intellectual
property related to the Products sold, are and shall remain the exclusive property of PQ Logic. Thus, Customer acknowledges and agrees that the only right acquired by Customer is the right of use
of the Products delivered.
11. FORCE MAJEURE. Shall not be liable for any
non-performance of its obligations if such non-performance is attributable to circumstances which in all fairness must be regarded as being beyond the control of PQ Logic including but not
limited to natural disasters of any kind, strike, fire, war, mobilization, requisitions, sequestration, foreign exchange restrictions, uprising and unrest, shortage of transportation, general
scarcity of goods, restrictions concerning energy or defects or delays in deliveries from sub-suppliers, which are attributable to similar circumstances as the ones listed in this Article
12. GOVERNMENTAL RULES AND REQUIREMENTS PQ Logic does not
undertake to warrant that the Products comply with special governmental rules and requirements promulgated within the jurisdiction where Customer resides. Thus, unless otherwise agreed, Customer
undertakes to disclose and examine any special governmental rules and/or requirements with respect to the Products that must be complied with. Also, Customer shall assume the risk of any
amendment to such governmental rules and/or requirements after the delivery of Products. In the event such governmental rules and/or requirements are amended following the issuance of an order
confirmation by PQ Logic but before delivery is undertaken, PQ Logic may, at the request of Customer and subject to price adjustments, undertake reasonable endeavors to change the Products
accordingly. However, nothing herein shall be constructed as an obligation on PQ Logic to make such change.
13. SEVERABILITY If one or more of the provisions of these
Terms and Conditions of Sale and Delivery are held to be contrary to the applicable law, such provision or provisions that are held to be in conflict with the applicable law shall be mortified
and shall apply with such contents only as may be validly agreed, and the remaining provisions of these Terms and Conditions of Sale and Delivery shall be unaffected by such
14. CONFIDENTIALITY All information disclosed to Customer
in the course of dealing shall be recognized and acknowledged by Customer as confidential information, whether such confidential information is maintained in hard copy or in electronic
15. GOVERNING LAW, VENUE AND SERVICE OF PROCESS Any dispute
arising out of or in connection with these Terms and Conditions of Sale and Delivery, including but not limited to, disputes regarding formation, execution, validity, interpretation, performance
or settlements between the parties, shall all be governed and construed in accordance with the laws of the province of Ontario and applicable Canadian federal law. If a dispute of any kind
whatsoever arises between the parties, the parties agree to attempt to settle such dispute amicably. The place of any applicable Arbitration shall be within the province of Ontario. The parties
expressly accept that service of process and all other judicial messages may be given by registered mail to the addresses of the parties as stated in the order confirmation issued by PQ Logic.
The above Terms and Conditions of Sale and Delivery are hereby in every respect acknowledged and agreed to.