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Terms & Conditions

TERMS AND CONDITIONS OF SALE Vendor accepts Purchaser’s order on the express condition that Purchaser 
agrees to and is bound by the terms and conditions set forth below. All orders by Purchaser shall be subject to the 
following terms and conditions of sale. Such agreement shall be conclusively and irrevocably evidenced by Purchaser 
accepting delivery of shipment under such order or by Purchaser’s payment of the invoice covering such payment. 

1. ACCEPTANCE

Acceptance of any order is subject to credit approval by Vendor, acceptance of the order by Vendor and, when 
applicable, by Vendor’s suppliers (i.e. manufacturers, vendors, or other third parties that provide goods to Vendor for 
resale to Purchaser). If Vendor, in its sole discretion, determines that Purchaser's ability to pay or credit becomes 
unsatisfactory or it has reasonable grounds for insecurity, Vendor reserves the right, upon notice to Purchaser, to
terminate the Purchase Order with no liability to Vendor.

2. EFFECTS OF TERMS AND CONDITIONS

The sale of the Goods described herein (the “Goods”) is subject to and governed solely by these terms and conditions 
and no terms or conditions of Purchaser’s purchase order, any agreement or any other understanding shall be binding 
on Vendor or apply in any manner to the sale of such Goods. No modification of these terms and conditions shall be of 
any force or effect unless signed by an authorized officer of Vendor. No specification, drawing, print or photograph 
prepared by Purchaser relative to Purchaser’s order shall be binding on Vendor for any purpose unless signed by an 
authorized officer of Vendor. Vendor reserves the right to modify these terms and conditions and the terms of any 
offer/quote at any time and from time to time without notice in its sole discretion. 

3. PRICES & TERMS OF PAYMENT 

Prices for Goods are subject to adjustment to reflect (i) any increase in import duty, import surcharge or other 
government charge, insurance or freight which becomes effective after the date of the Purchase Order and is payable 
by Vendor, and (ii) any increase in the cost of manufacture of the Goods caused by an extraordinary increase in price 
of raw materials which could not have been foreseen on the date of the Purchase Order. 
Purchaser further acknowledges that price-volatile Goods may lead to short notice price increases on the part of 
Vendor’s suppliers and Vendor reserves the right to charge these subsequent price adjustments to Purchaser on the 
date of the invoice.
Unless otherwise specified, prices are quoted in Canadian dollars for Goods being sold from inventory. Payment terms 
are net thirty (30) days for payment without discount. 
Payments made using cash, cheques, Electronic Funds Transfer (EFT), debit cards, online banking and Interac transfer 
will be applied to the Purchaser’s account at full value. Vendor will accept payments made by credit card at the time of 
purchase and apply it to the Purchaser’s account at full value. Where credit card payments are made non concurrent 
with the purchase, the Vendor in its discretion may apply a service fee to the Purchaser’s account. Where credit card 
payments are accepted outside a self-service portal and Vendor provides a service in processing the credit card, the 
Vendor in its discretion may apply a service fee to the Purchaser’s account.
Interest at the rate of 2% per month will be charged on past due accounts (26.8% per annum If Purchaser’s account is 
past due, in addition to other rights and remedies, Vendor may suspend shipments, deliveries or performance 
hereunder or under any other contract with Purchaser until Purchaser’s account becomes current or until Vendor 
receives satisfactory security or cash prior to shipment.
Vendor may at all times set off any amount that Purchaser, or any affiliate of Purchaser, owes to Vendor against any 
amount that Vendor, or any Vendor affiliate, owes to Purchaser.

4. DELIVERY 

Unless otherwise agreed in writing with Purchaser, delivery terms are, as per current Incoterms 2020, Ex Works -
Vendor’s delivery truck at Vendor’s warehouse, and Ex Works - Manufacturer’s plant for domestic Goods being dropshipped to Purchaser or as otherwise agreed to by Vendor’s written consent. 
Shipping dates are approximate only and Vendor disclaims any liabilities for late deliveries. If Purchaser requires 
emergency deliveries or outside of normal business hours, any extra costs shall be borne by Purchaser. The time 
period specified herein within which delivery is to be made shall commence upon receipt by Vendor of Purchaser’s 
written acceptance of Vendor’s Order Acknowledgement. Delivery must be taken by Purchaser, or adequate shipping 
instructions shall be furnished by Purchaser to Vendor within ten (10) days of Vendor’s notification that the Goods are 
ready for delivery, failing which the full purchase price shall forthwith become due and payable, and Vendor may at its 
option, either store the Goods and bill Purchaser for storage charges or dispose of same for Purchaser’s account and 
risk at a public or private sale, or exercise such other rights and remedies as may be available to Vendor in the 
circumstances.

5. TITLE AND RISK OF LOSS OR DAMAGE

All right, title and interest in and to the Goods shall remain with Vendor until such Goods have been paid for in full. 
However, such Goods shall be entirely at Purchaser’s risk from the time placed on a common carrier and the loss, 
damage, deterioration or destruction of the Goods thereafter shall not release Purchaser from its obligations hereunder. 
In the event of any default to make payment by the Purchaser, Vendor shall have the right to take possession of any 
Goods already delivered and to remove same without notice and without legal proceedings, in which case all payments 
theretofore made shall be credited to the Purchaser’s account after deduction of a reasonable rental fee and the costs 
of repossession, if any, including reasonable legal fees. Purchaser hereby agrees to defend, indemnify, and save 
harmless Vendor from any and all loss arising out of any or all claims, suits and demands by reason of, but not limited 
to, the retention of title to the Goods by Vendor while same are at the Purchaser’s risk. 

6. QUOTATIONS

All quotations expire thirty (30) days from the date of the quotation unless otherwise noted on the quotation. This time 
limit applies even if Purchaser uses the quotation to submit a job or project bid to any other party. Quotes are subject 
to Purchaser’s credit approval by Vendor and do not imply acceptance of an order by Vendor. 

7. RETURN OF PRODUCTS AND ORDER CANCELLATION

Vendor shall accept returns of normal stock Goods for a period of forty-five (45) days following shipment for exchange 
or refund of the purchase price; provided, that Goods must be in their original cartons, unopened and unused and 
original invoice must be provided by Purchaser to Vendor. Stock returns that are used, opened, and/or not in their 
original packaging may be subject to a minimum 15% restocking fee, or the return may be refused based on the 
condition of the returned material which must be in resalable condition. Non-stock returns will generally be disallowed 
except for situations where a return material authorisation or appropriate credit has been provided by the Vendor. 
Applicable sales tax will be refunded where allowed by applicable law or statute.

8. TERMINATION

Vendor may terminate the whole or any part of any order if (a); Purchaser ceases to conduct operations in the normal 
course of business, (b) any proceeding under any bankruptcy or insolvency laws is brought by or against Purchaser, 
(c) a receiver is appointed or applied for by Purchaser, or (e) an assignment for the benefit of creditors is made by
Purchaser.

9. PRODUCT USE AND SAFETY

BEFORE PURCHASER USES OR INSTALLS ELECTRICAL PRODUCTS, IT IS PURCHASER’S RESPONSIBILITY 
TO CONSULT THE NATIONAL ELECTRIC CODE AND ANY PERTINENT LOCAL, PROVINCIAL OR NATIONAL 
CODES, RULES OR REGULATIONS FOR APPROVED INSTALLATION PROCEDURES AND PRECAUTIONS. 

10. CLAIMS 

All claims for missing items, damaged items, or inaccuracies must be made within two (2) days of the date of 
Purchaser’s receipt of Goods and must state with detail all material facts concerning the claim. Failure by Purchaser to 
give notice within such two (2) day period shall constitute an unqualified acceptance of such Goods by Purchaser and 
a waiver of any rights to reject or revoke acceptance of such Goods.

11. TAXES 

Any tax of any nature including, without limitation, any excise, sales, use, Goods and services or other similar taxes 
which the Vendor may be required to pay, to collect or to reimburse to others, by reason of the manufacture, ownership, use or sale of any product sold or service provided hereunder shall be the sole responsibility of Purchaser and shall be 
added to the amount to be paid hereunder. 

12. LIMITS OF CONTRACT

Unless expressly specified in the Purchase Order, installation, repair, or other similar services are not included in the 
sale. However, should any services be so specified in the Purchase Order, they shall also be governed by the terms 
and conditions hereof. 

13. TECHNICAL DATA 

All drawings, descriptive matter, weights, dimensions and performance data submitted with or made a part of Vendor’s 
Order Acknowledgement are based upon information furnished by the Purchaser in accordance with its requirements 
and Vendor assumes no responsibility for the accuracy of such information. Purchaser waives any rights against Vendor 
for error or omission made by Purchaser on the Purchase Order.
Vendor acts as a distributor of the Goods and cannot under any circumstances be held responsible for the accuracy 
of the characteristics of shape, dimensions, weight, performance, function specifications and, more generally, for any 
technical characteristics of the Goods indicated in catalogs, prospectuses, price lists, advertising material, etc., 
issued by vendor, irrespective of the medium used. This information is provided for guidance only and may be 
modified at any time without notice. In addition, Purchaser is advised that Vendor may use automated approaches, 
including the use of Artificial Intelligence (AI) capabilities, to improve the quality and completeness of technical 
product data. Purchaser shall in any event always refer to the manufacturers' most current instructions/specifications
and any other information attached to or displayed on the Good or its packaging.

14. FORCE MAJEURE 

For all purposes hereof, force majeure includes but is not limited to any act of God, epidemic, pandemic, war, 
mobilization, governmental regulation, strike, lockout, drought, flood, total or partial fire, obstruction of navigation, loss, 
damage or detention in transit, defective materials or delays caused by shippers, or other contingences or causes 
beyond Vendor’s control which might prevent the manufacture, shipment or delivery of Goods covered hereby. 
Performance of Vendor’s obligations may be suspended pending force majeure, without Vendor being responsible to 
Purchaser for any damages or losses resulting from such suspension. 

15. LIMITED WARRANTY 

Subject to the following, Vendor warrants that the Goods sold by it hereunder will conform to specifications and 
applicable industry standards and title will be clear from any security interests or encumbrances. Vendor shall ensure 
that Purchaser benefits from existing manufacturers’ warranties and in no event shall Vendor’s warranty exceed the 
warranty given by manufacturers of the Goods including for any indemnification for intellectual property infringement. 
The sole obligation of Vendor under such warranty shall be to replace or repair as deemed appropriate by manufacturer 
and provide assistance to Purchaser for any claim made to manufacturer of the Goods. THE ABOVE IS THE SOLE 
AND EXCLUSIVE WARRANTY, EXPRESS OR IMPLIED, PROVIDED BY VENDOR AND IS IN LIEU OF ALL OTHER 
WARRANTIES, OF ANY NATURE WHATSOEVER, CONTRACTUAL, LEGAL, STATUTORY OR OTHER, AND 
WHETHER FOR MERCHANTABILITY, QUALITY, FITNESS OR OTHERWISE. 

16. LIMITATION OF LIABILITY 

THE LIABILITY OF VENDOR WILL NOT UNDER ANY CIRCUMSTANCES EXCEED THE PURCHASE PRICE OF 
THE GOODS FURNISHED AND IN NO EVENT SHALL VENDOR BE LIABLE FOR ANY INDIRECT, 
CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR CONTINGENT DAMAGES OR COMMERCIAL LOSS 
OF ANY KIND (INCLUDING DAMAGES FOR LOSS OF PROFITS) ALLEGEDLY SUSTAINED BY PURCHASER. 
Purchaser acknowledges that the allocation of risk set forth in these terms and conditions allows Vendor to provide the 
Goods at a lower cost, and Vendor would not enter into this transaction without these limitations on its liability. 

17. INDEMNITY 

Purchaser agrees to indemnify and hold Vendor harmless with respect to any third-party claims for personal injury (or 
death), property damage or other loss which claims are based upon defective or allegedly defective design, material or 
workmanship furnished by Vendor. 

18. COMPLIANCE

In accordance with the Vendor’s commitments to ethics and social responsibility, Purchaser declares to: (a) operate in 
compliance with national and international laws, (b) comply with principles of fair competition, (c) reject all forms of antitrust, bribery and corruption, and (d) directly or indirectly, not make any payment or gift to its customers, to government 
officials or to directors and employees of Vendor in a manner contrary to applicable laws. Purchaser acknowledges 
and confirms that it has received and read a copy of Vendor’s Code of Conduct and Ethics Guide, which are also 
available on the Vendor’s website.
In addition, Purchaser commits to being consistent with the principles of the Universal Declaration of Human Rights, 
the UN Global Compact and Convention on the Rights of the Child and Conventions of the International Labour 
Organization, to which Vendor adheres. Purchaser commits in particular: (i) to abide by human rights and freedoms 
and personal dignity, (ii) not to use child labour, forced labour or covert labour, (iii) not to discriminate between its 
employees on grounds prohibited by applicable law, (iv) not to use any mental or physical coercion, (v) to take 
reasonable action to prevent any psychological harassment and (vi) to put a stop to any psychological harassment 
situation in the workplace, (vii) to respect the laws in force related to employment, labour, pay equity, employment 
equity and health and safety. The parties agree that this provision constitutes Vendor’s prerequisite for entering into 
this Agreement. Should Purchaser fail to meet its obligations and not remedy the situation within fifteen (15) days of a 
formal notice sent by Vendor, Purchaser’s violation of any of the obligations contained in this Section 13 may be deemed 
by Vendor a material breach and the Agreement shall be automatically terminated. Purchaser shall defend, indemnify 
and hold Vendor harmless from all liabilities incurred as a result of any such violation and termination of the Agreement.

19. EXPORT CONTROL

Goods and associated materials supplied or licensed hereunder may be subject to various applicable export laws and 
regulations including export control, economic restrictions or trade embargoes imposed by any applicable governmental 
authority. It is the responsibility of the Purchaser to comply with all such laws and regulations. Purchaser shall defend, 
indemnify and hold harmless Vendor from any claims resulting from the breach of such laws and regulations. Purchaser 
shall undertake that all third parties receiving such supply from Purchaser comply with this requirement. 
Notwithstanding any other provision to the contrary, if Canadian or provincial laws require export authorization for the 
export or re-export of any Good or associated technology, no delivery can be made until such export authorization is 
obtained, regardless of any otherwise promised delivery date, and Vendor will be relieved of any obligation relative to 
the delivery of the Good(s) subject to such delayed authorization without liability of any kind to Vendor. Further, if any 
required export authorization is denied, Vendor will be relieved of any further obligation relative to the sale and delivery 
of the Good(s) subject to such denial without liability of any kind to Vendor. Purchaser shall defend, indemnify and hold 
Vendor harmless from any delays or any other losses arising out of Purchaser’s failure to timely provide any export or 
import documentation. Vendor will not comply with boycott related requests except to the extent permitted by Canadian 
law and then only at Vendor’s discretion.

20. ANTI-MONEY LAUNDERING, RESTRICTIONS

Vendor rejects questionable orders and payments: except for pre-approved credit arrangements, Vendor rejects thirdparty payments, cashiers' cheques, money orders and bank drafts. Vendor accepts only cheques imprinted with 
Purchaser’s name; wire transfers originated in Purchaser's account; letters of credit with Purchaser as account party; 
and credit or debit cards in Purchaser’s name. All payments must be by single instrument in the amount of the invoice, 
less credits, from banks acceptable to Vendor.

21. ASSIGNMENT 

Purchaser shall not assign or transfer this agreement or any interest in, or monies under, it without the written consent 
of Vendor and any assignment made without such consent shall be null and void. 

22. GOVERNING LAW AND INVALIDITY 

Any provision hereof which is contrary to law will not invalidate any other provision thereof. The foregoing sets forth the 
sole and entire agreement between the parties with respect to the Goods supplied hereunder. These terms and 
conditions and the agreement evidenced thereby shall be governed by and interpreted in accordance with the laws of 
the province of Canada where the Goods are delivered and with the laws of Canada applicable therein. If deliveries are 
made outside Canada the governing laws shall be the laws of the province from where the Goods are shipped. The 
United Nations Convention on Contracts for the International Sale of Goods shall not apply to this agreement or to any 
related order. 

23. ENTIRE AGREEMENT

These terms and conditions contain the complete and exclusive understanding between the Vendor and the Purchaser 
and no other agreements, understanding or proposal, written or oral, between the Vendor and the Purchaser shall be 
binding unless agreed to in writing by the Parties. Any additional or conflicting terms in any document generated by the 
Purchaser will not operate as an acceptance unless such terms are agreed upon in writing by the Vendor. These terms 
and conditions can only be amended by Vendor in accordance with Section 1 above or by a writing signed by the 
Parties.