Terms and Conditions of Sale

1. Terms of Sale

MME Multiurethanes Ltd. and/or MME Multiurethanes Inc. (hereinafter referred to as “Multiurethanes”) General Terms & Conditions of Sale shall apply to all commercial invoices or quotations made by Multiurethanes to the Buyer.

All commercial transactions, including products, equipment, and services by Multiurethanes, shall be based upon an authorized Purchase Order issued by the Buyer or its representative. Exceptions may be made for verbal orders, email orders or point-of-sale transactions, for which Multiurethanes will issue an order confirmation and/or a commercial invoice. This confirmation shall be deemed acceptable to the Buyer at the time of receipt, as evidenced by the signature of an authorized recipient of the Buyer on the order confirmation or commercial invoice copy or an acknowledgement email as supplied by the Buyer or its representative.

2. Pricing

Quotation pricing shall be the price quoted by Multiurethanes confirmed in writing, valid for thirty (30) days from the date of quotation unless otherwise specified by Multiurethanes. Where no price has been quoted or in the instance of an expired written quotation, pricing shall be as per Multiurethanes’ most current price.

Pricing for verbal orders, email orders or point-of-sale transactions shall be the price on the Multiurethanes’ order confirmation and/or commercial invoice.

Quoted prices do not include applicable federal and/or provincial taxes.

Clerical errors are subject to correction and will be made immediately known to the Buyer without delay. Acknowledgment of such change will be provided to the Buyer in writing by an amended commercial invoice or order confirmation.

All pricing is subject to periodic change based on, but not limited to, changing market conditions, foreign exchange fluctuations, raw material pricing and product availability. Multiurethanes shall provide the Buyer with reasonable notice of such change whenever possible.

Ownership shall pass to the Buyer from Multiurethanes’ head office address unless stated otherwise on Multiurethanes’ quotation, a commercial invoice or order confirmation documents.

Delivery or service dates should be considered only estimates. Multiurethanes shall not be liable for any loss, damages, costs or other expenses for failure to deliver per the estimated date. Multiurethanes will endeavour to immediately communicate changes to the estimated arrival date as delivery information is available.

3. Payment Terms

Subject to any special terms agreed in advance and in writing between Multiurethanes and the Buyer, commercial invoices shall be paid per the payment terms indicated on the commercial invoice. Payments made after the due date may be subject to a late payment charge and/or removal of credit terms for future transactions, as per Multiurethanes’ discretion.

Once the Buyer issues an acceptable Purchase Order to Multiurethanes, the contract becomes binding. Products, equipment or services returned or cancelled without mutual agreement may be subject to restocking or cancellation fees.

All applicable taxes shall be added to the Multiurethanes commercial invoice or order confirmation and are due and payable in full according to the payment terms indicated.

4. Warranties & Liabilities

Multiurethanes warrants that all products, equipment and services described in Multiurethanes’ commercial invoices, order confirmations and/or quotations, as well as any additional accompanying literature to these documents, shall conform to Multiurethanes’ specifications.

The Buyer assumes all risks and responsibility for the results of using and handling all products, equipment and services, whether used singly or in combination with other products, equipment and services provided by Multiurethanes or any other supplier.

In accepting the products, equipment, and services as provided by Multiurethanes, the Buyer shall be deemed to declare familiarity with the nature, hazards, and use of these products, equipment, and services, assuming all liability resulting from or connected with their possession, transportation, handling, use, and suitability.

Multiurethanes makes no other warranty concerning the products, equipment, and services supplied to the Buyer.

Claims for defective quality or loss in quantity shall be deemed waived by the Buyer unless made in writing within fourteen (14) days from receipt. The amount of any claim and Multiurethanes’ liability shall not exceed the commercial invoice price. In no event shall Multiurethanes be responsible for Buyer’s loss of profits or other direct or indirect consequential damages.

Multiurethanes’ commercial invoice or quotation contract is not assignable or transferable by the Buyer without Multiurethanes’ written consent, which will not reasonably be withheld.

In the event Multiurethanes responds to an emergency request by the Buyer regarding a commercial transaction with Multiurethanes, the Buyer shall accept all actions by Multiurethanes and agrees to indemnify and hold them harmless from and against all losses, damages, liabilities, claims or proceedings resulting from Multiurethanes’ actions; except such claims for Multiurethanes’ willful misconduct or gross negligence.

The breach or failure by Multiurethanes to enforce any of the terms and conditions contained in Multiurethanes’ commercial invoice, order confirmation, or quotation shall not limit or otherwise affect Multiurethanes’ right to enforce and compel compliance with every other term or condition contained therein.

In any instance of interpretation or translation, the English version of the General Terms & Conditions of Sale shall prevail.

All shipments are made to the Buyer according to the Buyer’s Purchase Order and Multiurethanes’ commercial invoice and are subject to Force Majeure or other contingencies beyond Multiurethanes’ reasonable control.

5. Governing Law & Jurisdiction

These General Terms & Conditions of Sale shall be construed as being in accordance with the laws of the Province of Ontario and/or the laws of Canada, with any dispute arising adjudicated according to the laws of those jurisdictions.

Should one of the terms above or part of one of the terms above be deemed legally invalid, the validity of the other terms contained in this policy shall apply.

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