CENTAXIA - TERMS AND CONDITIONS OF SALE

The following terms and conditions of sale shall apply to any sale of products by Centaxia Industrial Air Solutions Inc (Hereinafter referred to as Seller)

1 - General

In the event of any conflict between the terms and conditions of sale herein and the provision contained in Buyer’s order, Seller’s terms and conditions of the sale herein shall prevail. No waiver, alteration or modification of these terms and conditions shall be binding upon Seller unless made in writing and signed by a duly authorized representative of Seller.

2- Prices/ Cost of Transportation

Prices do not include Province or Federal sales, excise or similar taxes. Any such taxes or other governmental charge imposed on any transaction shall be added to the invoice and paid by the Buyer. Customary methods of transportation and carrier shall be selected by Seller and such transportation shall be at Buyer’s expense. Special methods of transportation will be used upon Buyer’s request and at buyer’s additional expense provided reasonable notice of Buyer’s transportation requirements are given by Buyer to Seller prior to shipment.

3- Delivery

Unless otherwise expressly stated by the Buyer, Seller shall have the right to make partial delivery. Each partial delivery shall be separately invoiced and paid without regard to subsequent deliveries. Failure to pay for any due invoices shall excuse Seller from making further deliveries. Delay in delivery of any back order shall not relieve Buyer of its obligation to accept remaining back orders.

4- Force Majeure

Seller shall not be liable for any delay or failure in delivery resulting from causes beyond its control, including but not limited to, earthquakes, fires, floods, strikes or other labor disputes, shortage of labor or materials, accidents to machinery, acts of sabotage, riots, delay in or lack of transportation or the requirements of any government authority.

5- Payment Terms / Title & Risk of Loss

Unless otherwise stated, invoices on “open account” shipment are payable within 30 days of invoice date. To any invoice not paid in accordance with its terms, there shall be added thereto and made an integral part thereof a late charge at the rate of eighteen percent (18%) per annum on the unpaid balance. Title to the products and risk of loss or damage shall pass to Buyer upon delivery to the carrier. Seller shall retain a security interest, including a purchase-money security interest in products sold until full payment is received.

6- Claim

Any claims by Buyer against Seller for shortage or damage to the Products occurring before delivery to the carrier must be presented in writing to Seller within 10 days of receipt of shipment and include the original transportation bill signed by the carrier noting that the carrier received the Products from Seller in the condition claimed.

7- Limited Warranty

Products sold hereunder are warranted only to the extent that the manufacturer warranted them to the Seller or directly to the buyer, and covered against defects in material and workmanship provided the products are subject to normal use and service. Copy of the manufacture’s Terms and Conditions are posted on our website centaxia.com/vendors-terms-and-conditions.

8- Remedies and limitations of Liability

Seller will credit, replace or repair, at its option, any Seller supplied product which in Seller’s judgement is defective in workmanship or materials, and returned to Seller within the applicable warranty period. Product returns under the terms of this warranty must be pre-approved by the Seller. Products or parts thereof replaced or repaired under this warranty will be returned transportation charges prepaid by best and most economical means. Seller will not accept return of any products without issuance by Seller’s Return Authorization number within the applicable warranty period. Buyer shall return the defective products to Seller properly packed and with transportation charges prepaid by Buyer. Should inspection of returned products show they are defective due to manufacturing; they will be credited, replaced, or repaired at no charge to the Buyer. If inspection shows they have been damaged by the Buyer, Seller will advise the Buyer accordingly and will request Buyer for repair or replacement authorization, or disposition of the returned products at Buyer’s expense. Seller's liability shall be limited to honouring the manufacturer's warranty with respect to defective product. Seller shall not be liable for any damage, contractual, consequential or incidental, direct or indirect, arising out of, in connection with or resulting from the sale of the products, including, but without limitation, cost of repair, handling, installation, possession, use, operation or dismantling of the products and any and all claims, actions, suits, loss or damage to real, or personal property and proceedings which may be instituted in respect of the foregoing. Further, in no event shall liability of Seller exceed the individual price of the product on which liability is asserted.

9- Order Changes & Cancellations / Product Returns

All orders received by Seller are non-cancellable and non- changeable by Buyer unless otherwise agreed to in writing by Seller. In cases where Seller authorizes a change or cancellation to an order, Seller reserves the right to charge Buyer reasonable costs for any expenses incurred and/or commitments made by Seller related to such change or cancellation. In the event that Seller authorizes a return of any standard stock item, such returns will be subject to a handling and re-stocking fee of 15%. No returns shall be accepted on any non-standard, customized or uniquely altered items ordered by Buyer.

10- The Agreement

Acceptance and official confirmation by Seller of the Buyer’s Purchaser order shall constitute the complete agreement subject to the terms and conditions of sale herein set forth, and shall supersede all previous quotations, orders or agreements. The laws of the Province of Ontario shall govern the validity. Authorization is hereby given to Centaxia Industrial Air Solutions Inc. to obtain credit information and reports regarding the applicant. Should credit be approved and/or any order issued, it is herby understood and agreed that Buyer will be deemed to have read and accepted each of the Terms and Conditions of Sale contained herein.