Standard Terms and Conditions of Sale

1. APPLICATION; DEFINITIONS; ENTIRE AGREEMENT

These Standard Terms and Conditions of Sale (“Terms”) apply to all quotations, order acknowledgements, invoices, sales of goods and provision of services by Micronics Filtration Canada, Co. (“Seller”) to the purchaser identified in the applicable commercial document (“Buyer”). “Goods” includes equipment, filtration systems, parts, filter media, consumables, assemblies and other tangible products supplied by Seller; “Services” includes engineering, design, inspection, field service, commissioning, repair, maintenance, technical assistance and other services; and “Affiliate” means an entity controlling, controlled by or under common control with a party.

Seller’s quotation, order acknowledgement, these Terms, Seller-approved specifications and drawings, and the commercial information expressly accepted from Buyer’s purchase order constitute the entire agreement (“Contract Documents”). They supersede all prior agreements, negotiations, representations and communications concerning the transaction. Buyer accepts these Terms by issuing a purchase order, requesting Seller to proceed, accepting Goods or Services, or making payment.

Seller expressly rejects all additional or different terms contained in Buyer’s purchase orders, procurement systems, vendor portals, requests for quotation, shipping documents or other communications unless expressly accepted in writing by an authorized officer of Seller. Buyer’s purchase order is accepted only as to commercial information expressly acknowledged by Seller. In case of conflict, the following order prevails: (a) Seller’s order acknowledgement; (b) a written amendment signed by an authorized officer of Seller; (c) Seller’s quotation; (d) Seller-approved specifications and drawings; (e) these Terms; and (f) Buyer’s purchase order solely as to accepted commercial information.

Unless expressly stated otherwise, quotations are valid for thirty (30) days and contemplate deliveries within six (6) months of the quotation date. Seller may correct clerical, typographical, computational or administrative errors.

2. ORDERS, CHANGES, DELAYS AND CANCELLATION

No purchase order binds Seller until accepted by written order acknowledgement or other written confirmation. Buyer-requested changes to quantities, specifications, drawings, materials, testing, certifications, delivery schedule, destination or scope are subject to Seller’s written acceptance and may result in adjustments to price, delivery, payment milestones, warranty or other affected terms.
Buyer-caused delays in providing approvals, drawings, technical information, inspections, factory acceptance testing, shipping instructions or other required inputs automatically extend Seller’s schedule and entitle Seller to recover resulting costs. Seller may suspend work or shipment until Buyer cures the delay and pays amounts then due.

Buyer may not cancel, suspend or reschedule an accepted order without Seller’s written consent. If Seller consents, Buyer shall pay all costs incurred, work completed and in progress, engineering, purchased materials, non-cancellable commitments, storage, demobilization/remobilization, financing costs, reasonable overhead and reasonable profit.

If Buyer delays shipment for more than fourteen (14) calendar days after notice that the Goods are ready, Seller may invoice the Goods as though shipped, store them at Buyer’s risk and expense, and charge reasonable storage, handling, preservation, insurance, financing and administrative costs and any storage rate specified in the applicable Contract Documents. Seller need not resume performance until all amounts then due are paid.

3. PRICES, TAXES AND CURRENCY

Unless expressly stated to be firm for a specified period, prices may change prior to Seller’s order acknowledgement. Quoted prices include only the Goods and Services expressly identified and exclude, unless specifically included, freight, insurance, special packaging, installation, commissioning, field service, site work, piping, electrical or civil work, rigging, permits, customs brokerage, duties, tariffs and Taxes.
The applicable currency is the currency identified in Seller’s quotation, order acknowledgement, invoice or other commercial document. Buyer shall pay in that currency without conversion, deduction, withholding, set-off or counterclaim except as required by law.

Buyer is responsible for all applicable sales, use, excise, value-added, GST/HST, customs, import/export and similar taxes, duties, tariffs, levies and charges, other than taxes on Seller’s net income. Buyer shall reimburse Seller for any such amount Seller is required to pay or collect.

After order acceptance, Seller may equitably adjust price and schedule for material increases in Seller’s cost caused by changes in law, tariffs or trade measures, duties, import/export restrictions, freight, energy, raw materials, purchased components, relevant foreign-exchange rates, Force Majeure Events or other circumstances beyond Seller’s reasonable control.

4. PAYMENT

Unless otherwise stated in the Contract Documents, invoices are due net thirty (30) days from invoice date. Deposits, progress payments and other payment milestones shall be as stated in Seller’s quotation or order acknowledgement. Manufacturing lead times begin only after receipt of required deposits, approved drawings, technical information and Buyer inputs.
Overdue amounts bear interest from the due date at the lesser of one and one-half percent (1.5%) per month, calculated daily, or the maximum lawful rate. Buyer shall reimburse Seller’s reasonable collection costs, including legal fees.

Seller may establish, modify, suspend or withdraw credit terms at any time. If Buyer fails to pay when due, materially defaults, becomes insolvent, suffers material deterioration in creditworthiness, or Seller reasonably believes payment is at risk, Seller may suspend performance or shipment, require advance payment or adequate assurance, modify payment terms, cancel unshipped portions, and declare all outstanding amounts immediately due. A default under another agreement with Seller or an Affiliate of Seller may, at Seller’s option, constitute a default hereunder. Acceptance of late or partial payment does not waive Seller’s rights.

5. DELIVERY; INCOTERMS®; TITLE AND QUANTITY

Unless expressly stated otherwise in the Contract Documents, delivery is EXW, Incoterms® 2020. Any other Incoterm expressly stated for a transaction governs that transaction. The applicable Incoterm governs only delivery obligations, transportation responsibilities, import/export obligations and transfer of risk; these Terms govern all other matters.
Delivery dates are estimates unless expressly guaranteed in writing. Seller may make partial shipments and separately invoice them. Risk of loss transfers in accordance with the applicable Incoterm. Title remains with Seller until payment in full, to the extent permitted by applicable law, without altering the transfer of risk.

Seller may deliver, and Buyer shall accept and pay for, a quantity up to five percent (5%) above or below the quantity ordered where resulting from normal manufacturing processes, use of complete raw-material units or customary yield/scrap variation.

6. INSPECTION, SHIPPING DAMAGE AND ACCEPTANCE

Buyer shall inspect Goods immediately upon receipt and Services upon completion. Buyer must notify Seller in writing of shortages, visible defects, shipping damage or other apparent non-conformity within ten (10) calendar days after delivery, and of latent defects within ten (10) calendar days after discovery or when they reasonably should have been discovered.

Visible shipping damage or shortage must be clearly noted on the carrier’s bill of lading (“BOL”), delivery receipt or equivalent shipping document at the time of receipt, before acceptance of the shipment. Buyer shall promptly provide Seller a copy of the annotated document. Failure to note visible shipping damage at delivery and provide the annotated document to Seller shall constitute evidence that the shipment was received in apparent good order and shall bar any warranty or other claim against Seller arising from that visible shipping damage, to the fullest extent permitted by law.

Damage occurring after risk has transferred under the applicable Incoterm is not a defect in the Goods and is not covered by Seller’s warranty. Seller may assist Buyer with a carrier claim as a commercial accommodation but has no obligation to do so and assumes no carrier liability.

Buyer shall preserve allegedly defective Goods and provide Seller reasonable access to inspect them. No Goods may be returned without Seller’s prior written Return Material Authorization (“RMA”). Seller’s investigation or issuance of an RMA is not an admission of liability. Minor variations that do not materially affect form, fit, function, safety or intended performance are not non-conformities. Failure to comply with this Article bars the applicable claim to the fullest extent permitted by law.

7. LIMITED WARRANTY

Seller’s sole warranty is that, during the applicable warranty period stated in the Contract Documents, Goods manufactured by Seller and Services performed by Seller will materially conform to Seller’s express Specifications and be free from material defects in workmanship under normal use. If no warranty period is stated, the default period is twelve (12) months from delivery of Goods or completion of Services.
Warranty remedies are available only if Buyer has complied with the claim procedures above, paid all amounts then due, properly stored, installed, operated and maintained the Goods, and afforded Seller a reasonable opportunity to inspect. For a valid claim, Seller’s sole obligation and Buyer’s exclusive remedy, at Seller’s option, is to repair or replace the affected Goods or component, or reperform the affected Services. No refund or credit remedy is provided.

Repaired or replacement Goods are warranted only for the remainder of the original warranty period. Replaced components become Seller’s property if requested. Buyer shall not perform or authorize repairs without Seller’s prior written approval except where immediately necessary to prevent imminent personal injury or significant property damage; Buyer must preserve replaced components for inspection.

8. WARRANTY EXCLUSIONS

The warranty does not cover failure caused directly or indirectly by normal wear; corrosion, erosion, abrasion or chemical attack; contamination; improper storage, handling, installation, commissioning, operation or maintenance; misuse, abuse, neglect or accident; unauthorized repair or modification; operation outside Seller’s Specifications or instructions; unsuitable environmental or process conditions; Buyer-provided designs or specifications; third-party components; Force Majeure Events; or causes beyond Seller’s reasonable control.

Consumables incorporated into Equipment, including seals, gaskets, O-rings, lubricants and similar wear components, are excluded from the Equipment warranty unless expressly stated otherwise. This exclusion does not exclude Filter Media, filter bags, cartridges or other filtration products sold directly as standalone Goods from the warranty expressly applicable to those Goods.

Unless expressly included in Seller’s scope, Seller has no responsibility for installation, field assembly, piping, electrical or structural work, foundations, third-party controls integration or programming. Unless expressly guaranteed in writing, Seller does not warrant Buyer’s overall process, production rate, emissions or regulatory compliance, product quality, production yield or other performance dependent on factors outside Seller’s control.

Buyer is responsible for selecting Goods suitable for its intended application unless Seller expressly assumes that responsibility in writing and shall maintain reasonable installation, operating and maintenance records during the warranty period.

9. DISCLAIMER OF OTHER WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY LAW, THE LIMITED WARRANTY ABOVE IS SELLER’S SOLE AND EXCLUSIVE WARRANTY. SELLER DISCLAIMS, AND BUYER WAIVES, ALL OTHER REPRESENTATIONS, CONDITIONS, WARRANTIES AND TERMS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY AND ANY CONDITION OR WARRANTY ARISING FROM COURSE OF DEALING, PERFORMANCE, TRADE USAGE OR CUSTOM.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES EXPRESSLY NEGATE, EXCLUDE AND VARY ALL RIGHTS, DUTIES, CONDITIONS, WARRANTIES AND LIABILITIES THAT WOULD OTHERWISE BE IMPLIED OR IMPOSED UNDER THE SALE OF GOODS ACT (ONTARIO), SUCCESSOR LEGISLATION OR COMPARABLE SALE-OF-GOODS LEGISLATION.

Technical assistance, sizing, calculations, product-selection guidance, recommendations, catalogues, websites, samples and promotional or technical materials do not create additional warranties unless expressly incorporated into the Contract Documents. Buyer acknowledges that Seller’s pricing reflects the allocation of risk in these Terms.

10. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER SHALL NOT BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE, INCLUDING LOSS OF PROFITS, REVENUE, PRODUCTION, USE, BUSINESS, CONTRACTS, GOODWILL, DATA OR EXPECTED SAVINGS; INCREASED OPERATING COSTS; SUBSTITUTE OR RENTAL EQUIPMENT; OVERTIME; CRANE, RIGGING OR CONTRACTOR COSTS; DECONTAMINATION, REMOVAL, REINSTALLATION, COMMISSIONING OR RECOMMISSIONING COSTS; RECALL OR ENVIRONMENTAL REMEDIATION COSTS; LIQUIDATED DAMAGES; PENALTIES; OR CLAIMS OF BUYER’S CUSTOMERS OR OTHER THIRD PARTIES.

SELLER’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO A CLAIM SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO SELLER FOR THE SPECIFIC GOODS OR SERVICES GIVING RISE TO THAT CLAIM. Multiple legal theories or related claims do not increase the cap. These limitations apply notwithstanding failure of the essential purpose of any limited remedy and survive termination.

Buyer shall mitigate its losses. No technical assistance, inspection, repair, replacement or other act by Seller expands Seller’s obligations. Nothing in these Terms excludes liability that cannot lawfully be excluded or limited.

11. INTELLECTUAL PROPERTY; DRAWINGS AND TOOLING

Seller retains all rights in its patents, copyrights, designs, trade secrets, know-how, manufacturing methods, software, programming, CAD models, drawings, calculations, Specifications, engineering documents, processes, tooling and other intellectual property. Buyer receives only a non-exclusive right to use documentation supplied with the Goods for their installation, operation and maintenance and shall not use it to manufacture, reverse engineer, reproduce or procure competing Goods.

Seller retains ownership of all improvements developed by Seller. All tooling, fixtures, patterns, dies, jigs, laser programs/files, welding procedures, inspection fixtures, gauges and manufacturing aids remain Seller’s property even where Buyer contributes to or reimburses their cost, unless the Contract Documents expressly state otherwise.

Buyer retains its pre-existing intellectual property and grants Seller the right to use Buyer-supplied information as necessary to perform the Contract. Buyer shall indemnify Seller and its Affiliates against third-party intellectual-property claims arising from designs, specifications, materials, trademarks or instructions supplied by Buyer.

Subject to Article 10, Seller will defend and indemnify Buyer against a final judgment for actual infringement of a United States patent by Goods manufactured by Seller to Seller’s own design, excluding infringement arising from Buyer-specified designs or Goods/components supplied by others, provided Buyer gives prompt written notice, permits Seller to control settlement or defence, and provides reasonable assistance.

12. CONFIDENTIALITY

Each party shall protect the other party’s non-public commercial, technical and proprietary information using at least reasonable care, use it only for the transaction, and disclose it only to personnel, Affiliates, subcontractors or advisors with a legitimate need to know and appropriate confidentiality obligations.

Confidential Information excludes information already lawfully known, independently developed, publicly available without breach, lawfully received from a third party, or required to be disclosed by law. Seller may use general knowledge, skills, experience and techniques retained in unaided memory without disclosing Buyer’s Confidential Information.

These obligations survive completion or termination and continue for so long as the information remains confidential; trade secrets remain protected for so long as they qualify as trade secrets. Neither party shall publicly identify the other or announce the transaction without prior written consent except as required by law.

13. FORCE MAJEURE

Seller is not liable for delay or failure caused by events beyond its reasonable control, whether foreseeable or not, including fire, flood, severe weather, natural disaster, epidemic/pandemic, war, terrorism, civil unrest, labour disruption, cyberattack, utility or telecommunications failure, transportation interruption, port congestion, carrier or supplier delay, shortage of labour, materials or components, governmental action, embargo, sanctions, tariffs, import/export restrictions or inability to obtain permits (“Force Majeure Event”).

Seller may suspend performance, extend schedules, allocate available inventory or production capacity among customers and Affiliates, use alternate suppliers, and substitute functionally equivalent materials or commercially reasonable manufacturing methods that do not materially impair intended function. Seller need not procure supplies or transportation at commercially unreasonable prices.

If a Force Majeure Event continues more than ninety (90) consecutive days, Seller may suspend or cancel the affected portion without liability, provided Seller remains entitled to payment for completed work, engineering, purchased materials, non-cancellable commitments, storage and other amounts recoverable under the Contract Documents. Buyer’s payment obligations for Goods, Services and work already performed are unaffected.

14. DEFAULT AND SELLER’S REMEDIES

Buyer is in default upon failure to pay when due; material failure to perform; failure to provide required information or assurance; repudiation; insolvency or similar proceedings; cessation of business; or other material default. Seller may suspend work or shipment, require advance payment or adequate assurance, revise schedules or payment terms, invoice completed work or work in progress, store Goods at Buyer’s expense, terminate affected orders, accelerate amounts due and exercise all other contractual, legal or equitable remedies.

Seller need not immediately terminate following a default and may allow Buyer an opportunity to cure without waiving its rights. Seller’s remedies are cumulative, and delay in exercising a remedy is not a waiver or election. Buyer shall reimburse Seller’s reasonable costs resulting from default, including legal, collection, storage, financing, engineering, demobilization and remobilization costs.

15. COMPLIANCE; EXPORT CONTROLS AND SANCTIONS

Each party shall comply with laws applicable to its own performance. Buyer is responsible for laws, permits and approvals relating to installation, operation, maintenance and use after delivery unless expressly assumed by Seller.

Buyer shall comply with applicable Canadian and foreign export controls, customs requirements, trade sanctions and anti-bribery/anti-corruption laws and shall not export, re-export, transfer, resell or use Goods or technical information in violation thereof or for prohibited destinations, end users or end uses. Except where the applicable Incoterm provides otherwise, Buyer is responsible for import licences, customs clearance, duties, taxes, declarations and destination-country requirements. Seller may suspend or terminate performance without liability where Seller reasonably believes the transaction may violate applicable law or sanctions requirements.

16. GOVERNING LAW; CISG; LIMITATION PERIOD

The Contract Documents and all related disputes are governed exclusively by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to conflict-of-law principles that would apply another jurisdiction’s law. The parties irrevocably attorn to the exclusive jurisdiction of the courts of Ontario, subject to Seller’s right to seek interim, protective or collection remedies in another court of competent jurisdiction.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

As a business-to-business agreement, any action arising from or relating to the Contract Documents must, to the fullest extent permitted by applicable law, be commenced within one (1) year after the claim was discovered or ought reasonably to have been discovered.

17. GENERAL

Buyer may not assign the Contract Documents without Seller’s prior written consent. Seller may assign them to an Affiliate or successor. No waiver is effective unless in writing by an authorized officer of Seller. If any provision is invalid or unenforceable, it shall be enforced to the maximum lawful extent and the remaining provisions remain effective. The parties are independent contractors; no partnership, agency, fiduciary or employment relationship is created.

Electronic communications, electronic acceptance, PDF copies and electronic signatures are binding to the fullest extent permitted by law. Provisions concerning payment, warranty restrictions, confidentiality, intellectual property, indemnities, limitations of liability, governing law and all provisions intended by their nature to survive shall survive completion or termination.

Headings are for convenience only; “including” means “including without limitation”; singular includes plural and vice versa. No rule construing ambiguities against the drafting party applies. English and Canadian French versions are intended to have equivalent legal effect unless the applicable Contract Documents expressly designate one version as controlling, subject to mandatory language laws.