Conditions of sale

1.This contract shall be interpreted in accordance with the laws of the Province of Quebec.

2. The BUYER hereby expressly accepts and agrees to all the terms and conditions stipulated herein as the only terms and conditions stipulated between the parties which govern the relationship between THE BUYER and THE VENDOR from the date of the opening of the account. These terms and conditions govern the following, but not by way of limitation, each order, sale, delivery and return of merchandise, credit or other, between THE BUYER and THE VENDOR. A waiver of any of the terms, conditions, prices or claims whatsoever will not be binding except in writing by THE VENDOR and not by any individual, agent or representative.

3. THE VENDOR assumes no responsibility for delay or failure in delivery where such delay or failure arises from circumstances beyond THE VENDOR's control including, but not by way of limitation, cas fortuit, force majeure, strikes, labor disputes, fire, flood, embargo, war and/or governmental regulations.

4. Shipping terms are F.O.B. THE VENDOR warehouse. THE VENDOR shall not be responsible for any loss, damage or pilferage sustained in transit. Claims of such nature should be made promptly by THE BUYER against the carrier.

5. If delivery is refused on the designated date instructed, THE VENDOR will store the merchandise and a charge for warehousing will be made.

6. Liability and Warranties. THE VENDOR shall not have any liability for claims, damages, or loss, including breach of duty, arising out of the ability or inability of PRODUCTS sold, leased and/or otherwise delivered to you to perform or function based on your or your end-user's requirements. THE VENDOR is not responsible for indirect, consequential, punitive, or incidental damages regardless of either party's awareness of the possibility for such damages. THE VENDOR's total liability shall not exceed the cost of the PRODUCTS at issue. To the extent applicable, THE VENDOR passes through to THE BUYER the PRODUCT warranties provided by the manufacturer. The warranties expressly set forth in the manufacturer's literature are in lieu of all other warranties by THE VENDOR. THE VENDOR hereby disclaims and you hereby waive all other warranties, expressed or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non- infringement.

7. No merchandise can be returned without THE VENDOR's prior written consent and approved RMA number. This consent may only be granted within 10 days of receipt of merchandise. Any merchandise to be returned, must be accompanied with its original invoice and in original packaging.

8. Cancellations are subject to THE VENDOR's consent. A minimum cancellation charge of 15% will apply. No cash refunds.

9. THE BUYER acknowledges having received the merchandise and/or a service sold herein and declares his acceptance thereto.

10. THE BUYER accepts to pay THE VENDOR all costs to recover, seize, repossess, take-back, and/or otherwise protect the debt and/or any and all amounts due, including and without limiting the generality of the foregoing, 100% (one-hundred percent) of all legal and collection fees, returned check fees, costs, outlays and/or other expenses.

11. THE BUYER accepts to pay interest at the rate 2% per month (24% per year) on all amounts past due, calculated from the date of the invoice, subject to the terms of sale.

12. TTHE BUYER is responsible for all sales taxes and/or goods and/or services taxes according to the laws in effect where the merchandise is delivered.

13. In the absence of written acceptance of these terms and conditions by THE BUYER, acceptance of the merchandise and/or services ordered constitute acknowledgement of THE BUYER having read and understand each term and condition stipulated herein and accepts same without contest.

14. Until THE BUYER has paid the purchase price in its entirety, THE VENDOR holds title to the merchandise. If the purchase price is not paid on the date it is due, THE VENDOR can, if it so wishes, and without prejudice to any other rights, enter any establishment where its merchandise is located and seize and remove said merchandise by legal process and THE BUYER waives all claims for damages arising from said removal.

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