Contract:

These Terms and Conditions shall govern the provision by Conrex Steel Ltd. and C.E. MacPherson, a division of Conrex (“Conrex”) to the purchaser (the “Buyer”), of the goods and/or services specified in the quotation (the “Work”) to which these Terms and Conditions are attached (the “Transaction”). The Buyer’s issuance of a purchase order or other agreement to proceed with the Transaction following receipt of the quotation to which these Terms and Conditions are attached shall be conclusive evidence of the Buyer’s acceptance of these Terms and Conditions, whether or not the Buyer submits its own terms and conditions as part of such acceptance or otherwise as part of the Transaction. Upon such acceptance the Transaction shall be governed by these Terms and Conditions to the exclusion of all other documents relating to the Transaction.

Quotes and Delays:

Quoted pricing and deliveries are valid for 7-days and subject to review at time of order. Any unexpected delays caused by the Buyer (e.g. revisions, drawing release delays, etc.) will impact the completion of the Work, and Conrex is not liable for any such delays. Conrex will not be liable for any delay in performance due to war, embargoes, riots, fires, floods, accidents, mill conditions, strikes, differences with workmen, shortage of transportation fuel, labor or materials, acts of God, border shutdowns/lockouts, acts of governmental authorities or any cause beyond the reasonable control of Conrex.

Price:

The prices quoted herein shall be adjusted to Conrex’s prices in effect at the time of shipment, unless otherwise specified. Any taxes which Conrex may be required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of the Work, including taxes upon or measured by the receipts from the sale thereof, shall be for the Buyer’s account, who shall promptly pay the amount thereof to Conrex.

Warranty:

Conrex warrants for 180 days from the date of delivery that the Work will meet the Buyer’s drawings and specifications, and this is the sole and exclusive warranty provided by Conrex to the Buyer. Conrex specifically disclaims all other express or implied warranties including, without limitation, any warranty of workmanship, any warranty of fitness for a particular purpose, any warranty of merchantability and any warranty as to the performance or capabilities of the Work once the Work has been provided.

Quality Assurance:

Unless otherwise specified, the Work will be subject to Conrex’s standard inspection at place of manufacture. With respect to any test ordered by the Buyer, Conrex certifies the properties or characteristics disclosed by such tests only for the locations in which the Work is tested. If inspection by the Buyer be required or provided for, such inspection with consequent approval or rejection shall be made before shipment. If, after receipt by the Buyer, the Work should appear not to be in conformity with the applicable specifications, the Buyer shall immediately notify Conrex of such condition and afford Conrex a reasonable opportunity to inspect the same. If any such Work shall be found by Conrex not to be in conformity with the applicable specifications then Conrex will, at its discretion, replace such material at the original point of delivery, or repair such material. In the case of faulty parts, Conrex’s obligation shall arise only if the defect develops under normal and proper use within 90 days after date of shipment. No Work shall be returned without Conrex’s consent in writing. Conrex will furnish instructions for disposition of rejected Work. To be allowable, claims of error in the number of pieces must be made in writing within 48 hours after receipt of the Work by the Buyer. Anything herein to the contrary notwithstanding, Conrex shall not be responsible or liable to the Buyer or others in any manner whatsoever for the service behavior of any machinery or equipment or parts unless such is designed in its entirety and manufactured by Conrex and then only to the extent described in the specifications hereof and in these Terms and Conditions. Conrex shall not be responsible or liable to the Buyer or others in any manner whatsoever for such service behavior by reason of having participated in design or having accepted the Buyer’s design and the Buyer expressly releases Conrex from all such liability.

Delivery, Risk of Loss and Title:

All means of pick-up, delivery, transportation, and/or routing shall be mutually agreed by the parties and the responsibility for such costs shall be specifically noted on the relevant purchase order. In the event a delivered price is quoted and unless otherwise provided herein, Conrex shall not be responsible for switching, spotting, handling, storage, demurrage, or any other transportation or accessorial service, nor for any charges incurred therefore, unless such charges are included in the applicable rate from shipping point to destination. The Buyer assumes all risk for any Work at the time of delivery of the Work to the transportation company, and Conrex disclaims all liability with respect to the handling of any Work thereafter. Conrex disclaims all liability associated with the Buyer’s presence on Conrex property, including but not limited to if the Buyer is on Conrex property in order to pick up any Work. Title to the Work shall not pass to the Buyer until all amounts outstanding have be paid by the Buyer and acknowledged in writing by Conrex.

Remedies and Limitation of Liability:

Conrex’s liability in respect of material furnished shall be limited to making replacements or repairs as hereinabove provided, and the Buyer’s sole and exclusive remedy against Conrex shall be to obtain such replacements or repairs. Notwithstanding anything to the contrary in these Terms and Conditions or elsewhere, Conrex shall not be liable for any indirect, consequential, incidental, special, punitive, exemplary or liquidated damages arising in any way in relation to the Transaction or these Terms and Conditions, whether suffered or incurred by the Buyer or any third party, and the total aggregate liability of Conrex arising in any way in relation to the Transaction, whether arising in contract, tort, strict liability, warranty or any other theory, shall be limited to the purchase price paid by the Buyer as part of the Transaction. Conrex shall not be liable for any liquidated damages or penalties in relation to the Transaction, including, without limitation, for the failure to meet any schedule milestone dates.

Terms of Payment:

Net cash within 30 days from date of invoice, except as otherwise agreed to by Conrex in writing. Progress payments or deposits may be required and will be identified in writing at the quote stage or subsequently if there have been changes in the credit rating of a Buyer. Conrex retains all of its lien rights with respect to the Transaction.

Credit Approval:

Release for shipment and delivery shall at all times be subject to Conrex’s review of the Buyer’s credit risk.

Amendment and Cancellation:

These Terms and Conditions may not be amended or cancelled except by written agreement signed by an authorized signatory of Conrex and expressly referencing the provisions to be amended. The Buyer may cancel a purchase Order within 10 days of Conrex’s receipt of such purchase order, otherwise the Buyer is liable for the full amount of such order. If at the time of cancellation, the Work is in progress but not yet completed, the Buyer shall compensate Conrex for the costs incurred proportionate to the stage of completion of the Work. If no Work has been executed but the material has been ordered the Buyer will compensate Conrex for said material at the paid invoice price plus an administration fee of 20%.

Waiver/Severability:

Waiver by Conrex of any of these Terms and Conditions shall not constitute a waiver of any other of these Terms and Conditions. If any provision of these Terms and Conditions is held to be void or unenforceable such provision shall be severed herefrom and the remainder of these Terms and Conditions shall remain operative and binding on the parties.

Governing Laws:

The Transaction and these Terms and Conditions shall be governed by the laws of the Province of Ontario

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