TERMS AND CONDITIONS OF SALE

PARTIES:
Compressed Air International is referred to herein as the Seller: the purchaser of any Seller’s goods or services is referred to herein as the Buyer.
Acceptance of Orders:
All orders are subject to approval and acceptance in writing at the office of Compressed Air International in Woodbridge, Ontario.
PRICE POLICY:
Orders are accepted only at the price shown of Seller’s Acknowledgment, and with the further understanding that Seller reserves the right to increase said prices to the prices for such goods in effect at time of shipment and contained in Seller’s then current published prices. All prices are FOB shipping point unless otherwise stated. No salesman or any other person has authority to alter or vary Seller’s published prices without direct factory approval in writing.
TAXES:
Prices quoted do not include any federal, provincial, or local taxes which Seller may be authorized or required to collect from Buyer, all such taxes shall be added to quoted prices and Buyer agrees to pay same. Tax exemption certificates as required by federal, provincial, or local regulation must accompany all orders to which same apply.
TERMS:
Terms of payment are subject at all times to approval of Seller’s Credit Department Buyer agrees to make prompt payment of invoice in accordance with the terms shown on Seller’s invoice.
DELINQUENCY, COLLECTION:
In the event Bayer fails to pay for any one shipment when same becomes due, or should Buyer’s account become otherwise delinquent, Seller may, at its option, either terminate this contract or refuse to ship or deliver goods under this or any other order until such delinquency is cured. Should Buyer’s financial condition become unsatisfactory to Seller, cash payments or security satisfactory to seller, may be required by Seller for suture deliveries and /or for goods theretofore delivered. Buyer agrees to pay all costs of collection including reasonable attorney’s fees.
DELIVERIES:
a. Dated of delivery are estimate to the best of Seller’s ability and are made in good faith, but not guaranteed. Time specified for delivery commences after receipt of complete information including approved drawings, if required, credit approval and shipping release.
b. All sales are F.O.B. point of shipment. As goods are thereafter at Buyer’s risk all claims for loss or damage in transit mist be filed by the Buyer. Seller will, however, assist whenever possible in all such claims.
DELAYS:
Seller shall not be liable for an failure of or delay in performances or orders or contracts directly or indirectly caused by fire, flood, accident, riot, war, priorities, labor trouble or strike, embargo, shortage of labor, material, fuel or power, lack or transportation, compliance with governmental requests, laws, orders or regulation, or any other causes beyond Seller’s reasonable control. Seller may suspend delivery hereunder whenever any such event makes impracticable the manufacture, transportation, acceptance or use of shipment of the goods or of a material upon which the manufacture of the goods is dependent.
LIMITATION OF LIABILITY:
In the event of any breach of the contract of dale, including any warranty provisions incorporated therein. Buyer’s exclusive remedy shall be for damages and Seller’s total liability for any and all losses and damages arising out of any cause whatsoever (whether such cause be based in contract negligence strict liability other lort or otherwise) shall in no event exceed the purchase price of the goods with respect to which such cause arises or, at Seller’s option, the repair or replacement of such goods, in no event shall Seller be liable for “incidental”, “special”, “consequential” or punitive damage resulting from any such cause, such as, but not limited to loss of profits, damage or loss of other property or equipment cost or replacement goods or claims of customers of buyer.
CLAIMS BY BUYER:
Seller’s responsibility to Buyer ceases upon receipt from carrier of a bill of lading or other receipt for goods. All goods are shipped at Buyer’s risk: all claims for damages or shortage in transit must be filed by Buyer against carrier, and prosecution of such claims shall be Buyer’s sole responsibility. Buyer agrees to examine and inspect each shipment of goods for any, defer of shortage promptly upon receipt of such shipment all claims for factory damage, defect or shortage must be made in writing, and be received by Seller at its plant in Woodbridge, Ontario within fifteen (15)days after receipt of goods by Buyer, specifically describing Buyer’s claim abs making reference to Seller’s bill of landing and factory order numbers. Failure of Seller to receive said written notice of any such claim within the above time period shall be deemed an unqualified acceptance of the goods by Buyer and an absolute and unconditional waiver by Buyer for any such claim.
PRODUCT CHANGES:
Seller reserves the right to change its own specifications and/or designs without incurring obligation. This clause is not applicable to special orders accepted for the manufacture of products or parts for Buyer’s specific requirements.
CANCELLATION, RETURNS:
This order may not be cancelled by Buyer after material has been purchased or manufacturing has begun except upon express agreement of buyer to pay for all expenses incurred by Seller and a reasonable projection for profit, all as determined by Seller. Seller shall have the right to cancel this order in the event of Buyer’s delinquency in payment as aforesaid for any acts or omissions of Buyer that delay Seller’s performance hereunder, or in the event of Buyer’s bankruptcy or insolvency. Seller shall not be required to accept return of any parts, material or equipment unless Buyer has first received Seller’s returned material authorization number. All returns will be refused unless shipped repaid. Where applicable a reasonable restocking charge will be made.
NOTICE OF CLAIMS, SUITS:
In the event that claim is made against Buyer, or if Buyer shall be a party to any lawsuit pertaining any loss damages or injury for which Seller is or may be liable. Buyer shall give Seller immediate written notice of the existence of such claims or suit. After such notice, Seller may a its expense; if Seller elects to take over such claim or lawsuit. Buyer shall assist Seller in and shall permit Seller to control completely the defense or compromise of same.
HOLD HARMLESS AGREEMENT:
Buyer agrees to defend, indemnify and save Seller harmless from any and all cost, expenses and/or damages (including attorney’s fees) arising out of any claim of alleged patent infringement by reason of Seller’s use of designs of specifications supplied by Buyer.
SUCCESSORS, ASSIGNABILITY:
The responsibilities and rights crated herein shall be binding upon and insure to the benefit of the parties and their respective heirs, executors, administrators, successors and assigns: provide, however, that Buyer shall not (by operation of law or otherwise) assign its rights or delegate its responsibilities hereunder without the prior written consent shall be void.
MISCELLANEOUS:
These terms and condition of sale and any other terms incorporated herein by written reference constitute the full understanding of the parties, a complete allocation of risks between them, the entire and only agreement between them concerning the sale of the goods referred to herein, is a complete and exclusive statement of the terms and conditions of said agreement. Said agreement shall be deemed an Ontario contract the validity, interpretation and performance of which and dispute connected with which shall be governed and construed in accordance with the laws of the Province of Ontario, Canada. No change or modification of by term or condition contained herein shall be effective unless made in writing and signed by an officer of Seller. No change or modification of these terms shall be affected by acknowledgment or acceptance of any purchase order or shipping instruction forms containing terms or conditions or conditions at variance with or in addition to these set forth herein.
WARRANTY:
Compressed Air International extends a extends a warranty against defects in workmanship and materials to the first buyer of any product it manufactures. The warranty period coverage shall be as set out in Schedule “A” (below). Excluded from this warranty are components and accessories, such as electric motors, gas engines, and controls, furnished to Compressed Air International by third parties, except to the extent of the original manufacturer’s warranty to Compressed Air International. Three phase motors must be installed with thermal protection in order to obtain warranty coverage. Only personnel authorized by Compressed Air International can repair a warranted product. Damage resulting from repair by unauthorized parties is not covered by this warranty nor is damage due to accident, alteration, misuse or abuse. Defective products covered by this warranty will be repaired or replaced at the option of Compressed Air International, when they are returned, shipping costs repaid, to our plant or to an authorized service depot. Warrant returns must first be authorized by Compressed Air International or an authorized service depot. THIS WARRANTY IS MAE IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED. AND SUPERSEDES ALL AND ANY OTHER WARRANTIES. COMPRESSED AIR INTERNATIONAL DISCLAIMS ALL IMPLIED WARRANTIES AND DOES NOT ASSUME ANY RESPONSIBILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
SCHEDULE “A” – WARRANTY PERIODS
1. ROTARY SCREW COMPRESSORS
(A) PORTABLE SETS
The air ends are warranted for 2 years from date of shipment.
All other Compressed Air International Parts warranted for 12 months.
(B) STATIONARY SET
The air ends are warranted for 2 years form date of certified start up or invoice date. Balance of Compressed Air International Parts are warranted for 12 months.
2. ROTARY VANE COMPRESSORS
Air ends and other Compressed Air International Parts are warranted for 24 months from certified date of start-up or invoice date. Balance of Compressed Air International components are warranted for 12 months.  All other components and parts incorporated in 1 and 2 above are covered by the original manufacturer’s Warranties.
3. RECIPROCATING COMPRESSORS
Air ends and other compressed Air International Parts are warranted for 12 months from certified date of start-up or invoice date.
4. All tools, hoists, winches and mining equipment are warranted for 3 months from date of supply.
5. Service Department repairs and overhauls of equipment of our manufacture are warranted for 3 months from recommissioning.
6. All other Compressed Air International product not noted above are warranted for 12 months from date of invoice.
7. CANCELLED ORDERS
Orders cannot be cancelled by Purchaser under any circumstances without the Purchaser first reaching an agreement in writing with the Seller covering all damages. In every event written permission must be secured prior to returning gods for credit.
8. CLAIMS
Claims other than warranty claims for which provision is herein before made, must be made to the Seller in writing within ten (10) days from the date of delivery.
9. FORCE MAJEURE
The Seller shall not be responsible for delays in delivery of equipment or parts therefore caused by war, strikes, riots, delays in transportation, unavoidable accidents, delays caused by governmental authority, or other causes of the same or of a different nature reasonable beyond the Seller’s control.