Terms and Conditions of Purchase and Sale

a) No order between Condex/Wattco Inc. (hereinafter described as “Condex”) and any person or entity wishing to purchase any product/service of Condex (hereinafter described as the “Buyer”) will be binding on Condex unless and until it is accepted in writing by Condex.

b) The Buyer sending an order to Condex is presumed to have renounced to its general terms and conditions of purchase and to any special condition, which has not been agreed upon by Condex, including any stipulation to the same effects as the present subsection. Any acceptance of a Buyer’s order by Condex is made upon the assumption that such a renunciation has been given by the Buyer. Such renunciation will be irrevocably presumed to have been given by the Buyer if the latter does not advise Condex in writing of its refusal to renounce to its general terms and conditions of purchase within twenty-four (24) hours following the reception of Condex’s acceptance and in any event before Condex has commenced to fill the Buyer’s order.

c) Notwithstanding the above, Buyer may not cancel or reschedule an order without Condex's prior written approval.

d) Condex will use its best efforts to respect any specified delivery date, however, Condex will not in any way be responsible for any indemnity, penalty, damage, diminution of price nor will any invoice be susceptible to modification, revision or cancellation by the Buyer due to any delay in delivery.

e) For standard products, Condex has the right to make engineering changes as well as changes to parts and material provided that such changes do not affect the form, fit or function of the product. For custom products, unless Buyer notifies Condex of it's non-acceptance prior to Condex's commencement of work, Buyer is presumed to have accepted the specifications for modifications communicated in previous discussions or written transmissions.

f) Condex will presume an order is standard, unless Buyer has specifically identified its order as customized (detaining the non-standard specifications) in writing and before the order has been accepted.

g) For large quantity orders, Condex may deliver up to a maximum of 5% less (underage)
or more (overage) than the quantity listed on the purchase order.

a) Listed prices do not include any charges for handling, insurance, transportation and storage of any product. Any applicable tax, levy or duty (including sales and use tax, custom duties, licenses and fees, if applicable and howsoever designated) resulting from the sale and delivery of the products sold, shall be payable by the Buyer upon demand.

b) If any price has been determined on the basis of specifications or other data furnished or accepted by the Buyer, such price may be modified by Condex in the event that such specification or data is subsequently modified, corrected or completed by the Buyer.

c) Unless otherwise indicated, all prices for products to be delivered: (I) in Canada are in Canadian dollars and (II) outside of Canada are in U.S. dollars.

d) The terms of payment are net thirty (30) days after the invoice date at Condex’s head office. Any unpaid balance will bear interest at current prime rate plus 5% or as determined by Condex from time-to-time and such interest will itself bear interest at the same rate.

e) In the event it becomes necessary to file a lawsuit to collect the amounts set forth on any invoice or purchase order, Condex shall be entitled to collect reasonable attorney’s fees and court costs.

f) The Buyer will be presumed to have accepted an invoice of Condex and will not have the right to contest same unless it has done so in writing, within thirty (15) days following the invoice date.

g) Claims for shortages must be made within ten (10) days after arrival.

h) Deliveries on credit from an open account basis are only available for approved Customers with a good credit rating. Customers with pending Condex credit approval requests must fill out a credit application form for open account assessment. Orders shipped to credit approved Customers must be paid in cash in advance, or by credit card.

i) The Customer must place a production order of a minimum amount of $100.00 for standard products per item. Stock orders must be of a minimum amount of $75.00 per combined order.

j) Condex can change the prices, discounts, terms of delivery, and designs without prior notice.

a) Condex remains the sole owner of the products sold until receipt of full payment of any amount due by the Buyer under this document and any related invoice or agreement. Notwithstanding the preceding paragraph, the risk of loss passes to Buyer upon delivery to carrier at F.O.B. point. Buyer is responsible to order any transportation or other insurance it determines that it may require.

b) In case of any loss, damage, destruction or theft of any or part of the products sold occurring after the moment mentioned in the preceding paragraph b, Condex will not have the obligation to replace or repair any such lost, damaged, destroyed or stolen product or part thereof.

c) Condex assumes no responsibility for delivery delays due to force majeure, fire, flooding, freezing, malicious mischief, riot, theft, or other reasons outside the direct control of Condex including without limitation, delays in procuring supplies, labour troubles affecting Condex, its suppliers or sub-contractors.

d) The signature of the carrier or of Buyer's employee/agent on Condex's shipping documents shall be accepted as proof of delivery by Condex.

e) Discounts and/or coupons cannot be combined with any other offers. Shipping discounts are valid for certain products with limited weight and dimensions. Shipping discounts for new clients only. Please contact your sales representative for more information.

a) The present warranty replaces and cancels any other contractual, legal or other warranty, guarantee or representation whether expressed or implied and whether by statute, custom, usage of trade, course of dealing or otherwise, and covers only what is herein specifically stated. More particularly, it does not include any implied or other warranty as to merchantability, performance or fitness for a particular purpose.

b) Condex warrants that any products sold will be free from defects in material and workmanship for a period of one (1) year from the date of shipment by Condex. This warranty is not transferable.

c) The warranty obligations of Condex are strictly limited to the repair or replacement of any defective equipment or part thereof as specified above, and in no event and under no circumstances shall the liability of Condex exceed the unit price paid by the buyer for any defective product or part thereof. Furthermore, in no event and under no circumstances shall Condex be liable for any damages whatsoever whether such damages are direct, indirect, incidental, consequential, punitive, exemplary or any other type of damages or loss (including without limitation, the loss of profits, loss of revenue, interruption of business, the cost of procurement of substitute goods), whether for breach of warranty, intellectual property infringement, contract, tort, negligence, strict liability or otherwise, even if Condex has been advised of the possibility of such damages. Buyer is responsible for mitigating all damages it may incur.

d) The present warranty does not cover:
• Any faulty, negligent, improper manipulation, installation or use of any products or part thereof or any manipulation, installation or use which is not in conformity with instructions received by Condex.
• Normal wear and tear.
• Anything resulting from “force majeure”.
• Repairs or replacement which have not been exclusively made or authorized by Condex.
• Any product from which Condex’s serial number has been removed.
• Condex cannot guarantee any of its electric immersion heaters against failures due to sheath corrosion, should a failure be caused by exceptional operating conditions that are beyond Condex’s control. All facts and recommendations outlined in the Condex catalogue or any other literature published by Condex are based on the company’s own research and that of other sources and is considered accurate. Condex cannot foresee all of the conditions under which the published information and Condex products or other manufacturers’ products combined with Condex products will be used. Condex is not responsible for any results obtained from the application this information or for the safety and suitability of our products, whether or not they are combined with other products. The Customer is responsible for selecting the proper sheath material to the best of his/her knowledge of the chemical composition of corrosive solutions, features of materials in these solutions, and process controls.

e) The products replaced or repaired by Condex in accordance with the present warranty are themselves only warranted for the remaining term of the original warranty.

f) As consideration for the warranty obligations herein assumed by Condex, the Buyer undertakes and agrees to:
• Advise Condex in writing of the existence of any defect as soon as possible after discovery of same (and within the warranty period) and to furnish Condex with all details of such defect.
• Permit Condex to have free access at all reasonable times to any such defective product or part thereof.

g) All defective products covered by the foregoing warranty shall, unless otherwise directed by Condex, be returned to Condex and must be shipped prepaid and the packaging must indicate a returned materials authorization number issued by Condex on the outside. All such defective products covered by this warranty in accordance with the foregoing provisions shall be repaired or replaced by Condex at Condex’s cost and returned by Condex to Buyer F.O.B. original point of delivery. No returned products or part thereof will be accepted by Condex without prior authorization by Condex and must furthermore be identified by a returned materials authorization number issued by Condex.

h) Condex is committed to research and development into new products. Condex therefore has the right to make changes to specifications, designs, and materials without prior notice and without incurring any obligations or liabilities.

a) The Buyer recognizes and admits that any invention, patent, trademark, trade name, industrial design, copyrightable document or object as well as any know-how or trade secret including, but without limitation, any engineering specification or document (hereinafter described as the “Industrial Property”) revealed or furnished by Condex to the Buyer, its employees or agents used by Condex in association with its products are the exclusive property of Condex.

b) The Buyer will hold in confidence any Industrial Property except that which now is or in the future becomes public knowledge through no fault of the Buyer and/or any person under its control and more particularly, the Buyer will take all necessary measures to maintain the confidentiality of such Industrial Property.

a) This document and any related agreement shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada and the applicable laws therein. The courts of Montreal, Quebec shall have jurisdiction in any dispute related to Buyer's purchase of product from Condex.

b) Condex may assign all or any part of its right and/or obligations hereunder to any Condex affiliate or authorized distributor without Buyer’s consent. Otherwise neither party shall delegate any obligations hereunder nor assign any interest or rights without the written consent of the other.

c) This document and any related agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and merges and supersedes all prior discussions, representations, understandings and agreements, whether oral or in writing between the parties with respect to the said subject matter, including any term or condition appearing on the Buyer’s purchase orders. This document and any related agreement may be altered, modified or amended only by a written document signed by both parties.

d) Any inconsistency which may exist between any terms and conditions of this document and that of any related agreement shall be resolved in favour of the terms and conditions of this document unless such related agreement contains a specific mention that such terms and conditions are not applicable.

e) If any term or provision of this document or any related agreement or the application thereof to any person or circumstance shall, to any extent, be decreed by a Court of competent jurisdiction to be invalid or unenforceable, the remainder of this document or any related Agreement, or the application of such term or provision to other persons or circumstances, shall not be affected thereby.

f) The parties hereto expressly requested that this document be drafted in English.