Conditions of sale - USAThe following Terms and Conditions are applicable to all quotations and orders between Les Industries Cendrex inc. (“Cendrex”) and any client (“client”) of any products of Cendrex (“product”) it being understood that Cendrex sells exclusively to distributors and makes no sales to individuals. No additional contractual terms, including without limitation, those found in purchase orders, will be accepted, unless by written agreement to that effect executed by the parties hereto. Cendrex hereby objects to and rejects any other terms or conditions appearing on, incorporated by reference in or attached to any purchase order, acceptance, acknowledgement, invoice, transmittal, or other document. Cendrex’s failure to object to any provision contained in a document or communication from client shall not be a waiver of these Terms and Conditions. All proposals, negotiations, representations, quotations, or agreements, if any, written or oral, regarding the sale of any products and made prior to or contemporaneous with the date of these Terms and Conditions are merged herein. Acceptance of these Terms and Conditions, which may be delivered to client in electronic form by Cendrex shall be deemed to have occurred upon the earlier of (i) executing or accepting these Terms and Conditions, (ii) when client is aware that Cendrex has commenced performance thereunder, or (iii) taking delivery of any products. 1. ORDERSTo ensure an optimal ordering process and to allow for reasonable production delays, Cendrex requires that all orders be placed through a purchase order containing the following information: The ordered product(s) and their quantity (including the product code, when the product is offered in the Cendrex online catalog);The product dimensions (width and height in inches);The options, as applicable (e.g., the type of material, locking mechanism, handle);The specific details relating to the delivery of the order:whether Cendrex is arranging for the delivery, in which case specify the delivery address; orwhether the client is picking up the order.When the client requires a product that is entirely customized, the client shall provide the technical specification and Cendrex shall prepare the drawings for the client’s approval. Cendrex will provide samples at the client’s expense, as the case may be, unless the parties agree that this step is not necessary; any order placed by the client for a product based on a drawing prepared by Cendrex is equivalent to acceptance of the drawing. Cendrex’s liability shall be limited to providing the material as approved by the client. The minimum amount for any order is $50 (before applicable taxes).All orders shall be sent directly to Cendrex by email at the following address: [email protected]. The first order from a new client shall be subject to a credit approval prior to Cendrex’s acceptance of said order. 2. PRICEAll prices on the price list shall be in the indicated currency, EXW Cendrex’s warehouse (according to the Incoterms 2010). Prices shall not include, and client shall reimburse Cendrex for, any and all governmental taxes, charges or duties of every kind (excluding any tax based upon Cendrex’s income) that Cendrex may be required to pay with respect to the production, transportation, export, import, storage, delivery, purchase, sale, or use of the products. Client shall provide to Cendrex, on request, with properly completed exemption certificates for any tax or duty from which client claims an exemption. When the client requests that Cendrex deliver the order, said order shall be subject to additional fees. The prices and products are subject to change without prior notice. All proposals made by Cendrex to a client will be valid for a 30-day period following the date of the proposal, unless otherwise agreed to in writing by Cendrex. The prices indicated in such a proposal are based, among other things, on the quantities indicated and the technical specifications provided. Any change to the quantities or the specifications can result in a change of the price and delays indicated in the proposal. 3. PAYMENTInvoices will be payable within 30 days of receipt of the invoice, which will be sent by email by Cendrex. If no payment is received within the 30-day period, the invoice will be subject to an interest rate of the lesser of 1.25% per month (16.08% per year) or the maximum amount permitted by applicable law. Should Cendrex be required to undertake legal proceedings to recover the amounts owing, the fees incurred, including reasonable legal fees, will be payable by the client. Cendrex reserves the right to refuse any order from and suspend any work in progress for a client that has unpaid invoices for more than 45 days. 4. CANCELLATIONSAny order can be cancelled free of charge within 30 minutes of receipt of confirmation of the order by the client. After such time, Cendrex, in its reasonable discretion, may accept to cancel an order, in which case Cendrex reserves the right to invoice cancellation fees (i) equal to 25% of the total value of the merchandise being returned for any product kept in stock and in small quantities, or (ii) for non-stock items or items ordered in large quantities, prorated based on the progress of the manufacturing process at the time of cancellation. No order can be suspended; any such request will be considered as a cancellation request. 5. PRODUCT PICKUPWhen the client places an order for pickup EXW Cendrex’s warehouse, the products kept in stock may be picked up at Cendrex’s warehouse 2 hours following receipt of confirmation of the client order. For customized products or non-stock items, Cendrex shall indicate the manufacturing lead time in its confirmation. If the order is for pickup EXW Cendrex’s warehouse, the client can then pick up its order at the date indicated in the order confirmation, in the afternoon, unless otherwise indicated. Business hours for the pickup of the order may vary according to warehouses; the client will be responsible for ensuring that the warehouse is open when picking up its order. [https://cendrex.com/en/contact-us/] The client shall be required to provide its order confirmation number to obtain the order (the confirmation number begins with “VC”). Cendrex reserves the right to ship, at the client’s expense, any product that has not been picked up within 48 hours of the availability of the order, in compliance with section 6 on Transportation. 6. TRANSPORTATIONWhen the client indicates that their order is to be shipped or fails to pick up their order within 48 hours of its availability, Cendrex shall arrange for the delivery of the order and bill the client the transportation fees incurred, including any surcharge related thereto (e.g., oversized delivery, home delivery, etc.). Cendrex reserves the right to choose the carrier of its choice, unless otherwise agreed to in writing with the client. 7. DAMAGES DURING TRANSPORTATIONWhere the client arranges for the delivery of the product, Cendrex’s liability ends when the product is remitted in good condition to the carrier designated by the client. The product is shipped at the client’s risk and the client will take any necessary steps with the carrier in the event of damage or loss. Where Cendrex arranges for the delivery of the product, Cendrex’s liability ends when the product is delivered to the client (DDP Incoterms 2010, unless otherwise agreed to in writing or otherwise set forth in those terms). In the event of any damage to the delivered product, Cendrex will take any necessary steps with the carrier, provided that the client: has verified the product and packaging upon receipt to detect any damage due to shipping and has ensured that no materials were missing;has notified Cendrex and the carrier in writing of any anomaly(ies) within 5 business days following delivery;if the packaging is damaged, has notified the carrier of the damage at the time of delivery.No claim for missing or unreceived material will be honoured unless Cendrex has been informed thereof within 5 business days following receipt of the product by the client. 8. RETURN OF PRODUCT Any return of product must be authorized in advance by Cendrex, in which case a returned goods authorization number (“RGA”) will be provided to the client. When communicating with a Cendrex representative, the client shall be required to provide the invoice and/or purchase order number. Only stock items returned in limited quantities and received in good condition by Cendrex will be accepted. No product that is (i) customized, (ii) kept in stock but ordered in large quantities, or (iii) odd-sized can be returned. The product shall be returned to the warehouse designated by Cendrex at the client’s expense and risks within 30 days following the billing date. The product will be credited only following an inspection by a Cendrex representative. Any product not compliant with the original delivery will not be credited. Handling fees representing 25% of the total value of the returned product or a minimum amount of $50 as well as any other costs related to the shipping, the restoration of the product, and its packaging will be deducted from the credited amount. 9. WARRANTY, DISCLAIMER, AND LIMITATION OF LIABILITYCendrex warrants that its products, other than Flexisnap, will be free from any design, manufacturing or assembly defect for a period of 1 year from the date of purchase of the product in question. Cendrex warrants the Flexisnap panels against any defect in material or workmanship for the life of the product. It is understood that both these warranties will apply in normal conditions of use and will not cover the products (i) that were not used, installed, maintained and/or stocked according to good practice and the applicable building code, as well as in accordance with the specification sheets provided by Cendrex, (ii) that were modified in any manner, or (iii) whose damages are caused by improper use or maintenance. Client’s sole and exclusive remedy for breach of warranty, and Cendrex’s sole obligation, shall be, at Cendrex’s election, to repair or replace, in its discretion and free of charge, any defective product, or refund to client the purchase price for the defective product provided that (i) any claim is made in writing as soon as the defect(s) is(are) noticed and within the applicable warranty period, and (ii) the defective product is provided to Cendrex for inspection purposes, with a copy of the original purchase receipt. CENDREX DOES NOT OFFER ANY OTHER, AND EXPRESSLY DISCLAIMS ALL OTHER, REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, PROVIDED BY LAW, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. CENDREX’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY, SHALL IN NO EVENT BE GREATER THAN AN AMOUNT EQUAL TO THE AMOUNT BILLED AND COLLECTED IN RESPECT OF THE PRODUCTS SUPPLIED BY CENDREX TO WHICH SUCH LIABILITY RELATES, EXCLUDING APPLICABLE TAXES AND CHARGES. IN NO EVENT SHALL CENDREX BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOSS OF PRODUCT USE, OR LOSS OF PROFITS. In situations where a client makes an order for a given project, Cendrex is not responsible for establishing whether the products constitute a substitute approved by the project architect or any other person responsible for approving said substitute. 10. INTELLECTUAL PROPERTY RIGHTSUnless otherwise agreed to by written agreement to that effect executed by the parties hereto, any intellectual property right that may result from Cendrex’s products, including without limitation, customized products and related specifications developed by Cendrex for a client, are the property of and owned by Cendrex, and the client undertakes to sign all documentation as may be reasonably required by Cendrex to give effect to the foregoing. 11. FORCE MAJEURECendrex shall not be considered in default of the performance of its obligations hereunder and shall not be liable for any loss, damage, detention or delay, if such performance is delayed, withheld or prevented by or such loss, damage, detention or delay arises directly or indirectly out of an event of force majeure. Force majeure is any cause beyond the reasonable control of Cendrex. Force majeure shall include, without limitation, any acts of God, acts of client, fortuitous event, strike, partial or complete work stoppage, lock-out, fire, flood, riot, delays in transportation, intervention on the part of civil or military authorities, compliance with governmental regulations, orders, restrictions or embargos, acts of war (whether or not declared), and difficulty in obtaining necessary labor, materials, manufacturing facilities or transportation. 12. TECHNICAL DOCUMENTATIONAll standard products are subject to change without prior notice. Unless specifically mentioned during the order, the latest applicable technical drawing in effect on Cendrex’s website will be considered as the standard product. As for customized products or whose dimensions are odd sized, they will be compliant with the latest technical drawing provided by Cendrex. 13. APPLICABLE LAW AND CHOICE OF FORUMThis agreement shall be governed and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein, without reference to the conflicts of laws principles thereof and the United Nations Convention on Contracts for the International Sale of Goods, the provisions of which are expressly excluded. The parties agree that the courts of the judicial district of Montréal have exclusive jurisdiction to hear any action resulting therefrom, and attorn to the jurisdiction thereof. 14. MISCELLANEOUS a) If any provision of these Terms and Conditions are held to be invalid or unenforceable by any court of competent jurisdiction, such provision shall be deemed deleted from these Terms and Conditions and replaced by a valid and enforceable provision which, so far as possible, achieves the same economic and other benefits for the parties as the severed provision was intended to achieve, and the remaining provisions of these Terms and Conditions shall continue in full force and effect. b) These Terms and Conditions represent the entire integrated contract of the parties with respect to the terms of purchase and sale of the products, and supersedes all previous agreements and understandings between the parties with respect to the subject matter of these Terms and Conditions, and may not be modified, amended, or waived, except by an instrument in writing signed by the duly authorized representatives of the parties.