General Terms of Sale and Delivery

1. Conclusion of contract

These terms of Sale and Delivery shall be binding, shall constitute the entire agreement between the Parties pertaining to the subject matter hereof and shall supersede all prior agreements, understandings, negotiations and discussions, whether oral or  written.  Without limiting the generality of the foregoing, these Terms of Sale and Delivery shall govern and prevail, not withstanding  any  inconsistent or contradictory terms and conditions that may be stipulated by the customer in any purchase order or other document, unless the latter  are expressly accepted by ROSTA INC. (here in after " ROSTA" ) in writing. The contract incorporating these Terms of Sale and Delivery shall be deemed to have been entered into upon receipt of ROSTA's written confirmation stating ROSTA's acceptance of the order. All orders that are trans mitted verbally or by phone are accepted only at the customer's risk.

2. Prices and Terms of Payment

ROSTA's prices are quoted and apply to ex warehouse. For greater clarity,  risk   of  damage   and   loss   of   the   ROSTA  products the "Products"  or  "Product")  shall  pass  to  the  customer  prior   to the loading of the carrier at the loading dock of ROSTA's warehouse. Payment terms are Net 30 Days from date of invoice,  unless otherwise agreed on. All sales taxes (Goods & Services Tax and Provincial Sales Tax) are extra and shall be paid by the purchaser where applicable.

3. Delivery times

The period for delivery time shall commence once the contract has been entered into and all technical points have been settled.

The delivery time shall be reasonably extended:
if the information required by ROSTA for the performance of the contract is not received in time, or if the customer subsequently changes it;
if agreed terms of payment are not met, letters of cred it are opened too late, or ROSTA does not receive the necessary import licences in time;
if hindrances or delays occur  which  ROSTA  cannot  prevent despite using reasonable diligence and/or which  are  beyond  ROSTA's control, regard less whether they affect the customer, or a third party, or ROSTA. Such hindrances include force majeure, acts or inaction of any governmental authority, strikes, shortage  of labour, transportation facilities or necessary  materials  or  supplies, late or deficient delivery by subcontractors of raw material , semi­ finished or finished Products, breakdown  inor  the  loss of production or  anticipated  production  from  the  plant  or equipment, or the need  to scrap work  pieces due  to incorrect tolerances.

4. Delayed delivery

The customer shall not be entitled to claim any damages for delayed delivery un less such delay is clearly established to be thfault  of ROSTA and then only if ROSTA is unable to substitute material of equivalent quality, failing which the maximum amount of damages claimable  shall  be ½% of  the  in voice price  of  the  delayed shipment for each full week of delay commencing after the first  two weeks during which there shall be no entitlement to any such damages, to maximum total of 5% of such invoice price. The aforesaiamount  shall constitute liquidated damages and  the sole and  exclusive  claim and recourse of the customer for such delayed delivery, all other claims, damages and recourses being hereby excluded.

5. Shipment charges

Unless prepaid shipment is expressly agreed upon, the shipping costs shall be borne by the customer in conformity  with paragraph  (2). Shipment is effected at customer's risk, even if freight paid delivery is agree d on. Customers requiring rush air freighted shipments (due, for example to a breakdown  at  the  customers facility) from ROSTA's manufacturing facility in Europe, will  be solely responsible for all costs incurred by ROSTA to effect and obtain such air freighted shipment, and, in addition to $75.00  service fee.

6. Warranties and Disclaimer

Subject to the conditions and exception set out herein below and to the inspection period stipulated in paragraph 9 below, ROSTA hereby warrant that the delivered Products will be free from defects in material and workmanship for a twelve (12) month period following delivery (hereinafter referred to as the "Warranty Period"). Where delivered goods are established to be defective in material or workmanship during the Warranty Period, ROSTA shall, at ROSTA's option and cost, repair or replace the Product. If ROSTA is unable to repair or replace the Product within a reasonable period, ROSTA shall negotiate in good faith with the customer, an equitable price reduction under the circumstances. The warranty expires and is automatically cancelled prematurely if the customer or third party undertakes modifications or repairs to the Product or if the customer, in case of a defect, does not immediately notify ROSTA and does not take all appropriate steps to mitigate the damage and give ROSTA the opportunity to examine the Product and / or to remedy such defect. There shall be excluded from the warranty and ROSTA liability any damage caused by improper installation, any non-compliance with the operation, fitting and / or installation guidelines and instructions contained in ROSTA's general catalogue ivy the installation personnel of the customer or of its own customers in the event of resale. There shall be likewise excluded from ROSTA's warranty and liability for defects, all deficiencies, which cannot be proved to have their origin in defective material or defective workmanship or which result from other reasons beyond ROSTA's control. The foregoing expresses ROSTA's sole warranty and liability and all other claims whatsoever are excluded and, without limiting the generality of the foregoing, all warranties implied by statute or law, including, without limitation, any warranty of merchantability or fitness for a particular purpose are expressly excluded, in no event, shall ROSTA be liable for any other direct or any indirect, consequential or incidental damages including , without limitation, damage for loss of business information, loss of profits, Production interruption and the like.

7. Reservation of title

Title to the delivered goods shall remain with ROSTA until payment in full has been effec te d. The customer hereby acknowledges ROSTA's entitlement and consents to ROSTA's application for registration of the reservation of title to property in the Product and for the registration of all purchase money and other applicable and appropriate security interests to preserve ROSTA's said right  until full and complete payment of the purchase price for the Product. The customer hereby grants such security interests and undertakes to execute any further document necessary to give effect to the foregoing and to such security interests and to  permit  such registration and preservation.

8. Drawings

All drawings produced and supplied by ROSTA shall remain ROSTA's property. Reproduction in whole or in part thereof is prohibited. All ROSTA drawings shall not be disclosed or inade accessible to any third parties without ROSTA's prior express written consent.

9. Special designs

When executing orders for special  custom designs, ROSTA reserves the right to deliver up to 10% above  or  below the ordered quantityand no cancellation of orders or return of special custom Products will be accepted under any circumstances.

10. Inspection and acceptance of the goods

The customer shall inspect the supplied Products within 14 days of delivery, and shall immediately notify  ROSTA in writing of any deficiencies. If the customer fails to so inspect and inform ROSTA within the said delay, the supplied Products shall be deemed to have been accepted and to be free of any deficiencies.

11. Place of performance and jurisdiction

These Terms of Sale and Delivery shall be construed and governed in accordance with the laws of the  Province of Ontario and the laws of Canada as applicable here in, with the exception of any laws fhere of that  would render the laws of any other jurisdiction applicable here to.

ROSTA INC.

 

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