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Standard Terms and Conditions

Standard Terms and Conditions

In this agreement, "CSL" means CSL Compressor Services Ltd., CSL Machinery or CSL Pneumatics Ltd., and "Purchaser" means the purchaser of CSL's goods or equipment under this Agreement and is defined herein.

PRICE QUOTATIONS
Price quotations are subject to change without notice prior to acceptance by the Purchaser, and, unless provided otherwise, become firm upon written or oral acceptance by the Purchaser.

All price quotations are F.O.B. CSL's plant, unless otherwise specified.

All price quotations are subject to increase to reflect any taxes which the Seller may be required by the governing law to collect or remit upon sale of the equipment quoted. If such taxes are not included in the Seller's invoice for the equipment , such amount(s) may be separately invoiced at the Seller's discretion at a later date.

TITLE AND LIEN RIGHTS
The title to, property in, and ownership of the goods (which word is to be taken for the purpose of this agreement as including all equipment, machinery, attachments and accessories thereto, and all parts thereof, which are the subject of this sale), shall remain in CSL until the Seller has been paid in full for the goods. Seller retains a purchase money security interest in the equipment or goods sold and delivered, and in their accessories, replacement, accessions, and proceeds, including accounts receivable (collectively, the "Collateral") to secure payment of all amounts due under this Agreement. Failure to pay all amounts hereunder in full when and as due shall constitute a default hereof and shall give Seller all rights of a secured party. The Purchaser agrees, from time to time, to take any act and execute and deliver any document (including, without limitation, financing statements) reasonably requested by Seller to transfer, create, perfect, preserve, protect and enforce this security interest. The said goods shall be and remain personal property notwithstanding its mode of attachment to realty or to other property. If default is made in any payment herein, CSL may retain any partial payments which may have been made as liquidated damages and not as a penalty and CSL shall be entitled to the immediate possession of the goods, wherever they may be located, and to remove them as CSL property , without prejudice to CSL's rights to recover further expense or damages which CSL may suffer by reason of such default, including without limitation CSL's legal costs on a solicitor and client basis. Notwithstanding terms, risk shall pass to the Purchaser at point of delivery of the goods.

CSL will register a Purchase Money Security Interest (PMSI) under the Personal Property Security Act, Ontario (PPSA) on invoices for equipment sold and delivered to the customer exceeding $5000.00 (CDN), exclusive of Goods & Services Tax (GST) or Provincial Sales Tax (PST). CSL will notify the customer in writing of the registration of the PMSI within ten (10) days after the customer takes possession of the equipment. Please note that should more than one PMSI be registered for the same collateral, subsection 33(3) of the PPSA gives priority to CSL, as the seller of the goods.

WARRANTY
Unless otherwise expressly agreed to in writing, CSL shall repair or replace, at is option any defective part or parts, F.O.B . the CSL factory in Scarborough, Ontario, or that of the manufacturer, which prove to be defective under normal and proper use one a one shift basis (provided the goods are still in the possession of the original purchased herein) within one year (twelve months) from the date of shipment provided that the Purchaser gives CSL immediate written notice of any such defects and provides further that CSL shall have the right to inspect the goods at purchaser premises and satisfy itself as to the merits of the said notice in the event that the goods are operated on more than a simple shift basis, the warranty period will be for approximately 2,080 operating hours. Notwithstanding the foregoing, this warranty is subject to change if a preventative maintenance contract is entered into between the parties herein. All labour supplied by CSL in connection with such warranty work, shall be changed to the purchaser. No allowances, payments or credits shall be made for any expenses incurred by the purchaser in repairing defective goods, or supplying missing parts unless CSL first consents in writing to same, furthermore CSL does not assume any responsibility for indirect and/or consequential damages of any nature or cause and without limiting the generality of the foregoing, other than is stated in this paragraph under no circumstances will CSL be liable for, or responsible for any direct or indirect or consequential damage or loss arising from the mature or quality of the goods sold, their reliability or breakdown or non performance, and CSL will not be responsible for any loss or production that may be caused by the performance of lack of performance of the goods. CSL will assign to the purchaser any warranty or guarantee given by the manufacturer of such goods. The applicable warranty expressed in this paragraph constitutes the only warranty of CSL's an no other warranty or condition, statutory or otherwise shall be implied.

THE SELLER MAKES NO OTHER EXPRESS OR IMPLIED WARR ANTIES OF ANY KIND, INCLUDING WARRANTIES CONCERNING THE QUALITY OR CONDITION OF THE PRODUCTS OR IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. This warranty clause may not be modified by any prior oral or written agreement, affirmation of fact of promise or by any contemporaneous oral agreement, affirmation of fact or promise.

NOTE
Our standard warranty is void if the equipment has been tampered with, altered in any manner or operated with pans other than supplied or recommended by CSL.

SHIPPING SCHEDULE
The shipping date will be computed from the date that the Seller receives the purchaser 's order, or, in the case of special items. from the date the Seller receives all information necessary to proceed with shipment, and is:
1. Subject to prior sale;
2. Subject to unavoidable delays caused by strikes, accidents, or other causes, beyond the Sellers’ control;
3. Subject to the receipt from the purchaser of all items to be supplied by the purchaser and needed to complete the testing or manufacturing of the equipment before shipment.

The receipt by the purchaser of the equipment shall constitute a waiver of any claim against the Seller for delay. Under no circumstances shall the Seller have any liability whatsoever for Joss or use for any indirect or consequential damages.

SAFETY AND SUITABILTY
The equipment and other items sold herein are neither designed nor manufactured by the Seller and therefore the offer to sell is without any warranty or representation by or on behalf of the Seller as to the safety and fitness for use or suitability for the purchaser's purpose. It is solely the purchaser's responsibility to provide safety devices and equipment to safeguard the operator and other persons from injury or other harm for any particular use, operation, or setup, and adequately to safeguard the equipment to conform with all applicable federal, provincial, municipal, and industry safety standards. The purchaser shall train all users of the equipment in safe operating procedures and shall enforce adherence to such procedures, including without .limitation the utilization of all safety devices and guards. The purchaser and user shall not remove any safety device guard or warning sign from the equipment or any pan thereof.

PAYMENT TERMS
Net 30 days from date of shipment, subject to credit approval by the Seller, unless different payment terms are agreed upon in writing. No cash discount is allowed unless previously arranged by the Seller. Any account unpaid thirty (30) days aft.er shipment is subject to a service charge of 18% per annum, calculated daily on the unpaid balance. Delays in delivery, installation or startup shall not constitute just cause for delay of payment In the event that enforcement of payment is required, the purchaser will bear all costs of collection, including Legal costs on a solicitor and client basis.

AGREEMENT
The above provisions supersede any prior correspondence, quotations and agreements. There are no agreements between the Seller and the purchaser in respect of the goods quoted herein except as set forth in writing and expressly made part of this quotation. The purchaser unconditionally accepts and agrees to be bound by the items and conditions herein, and such terms and conditions shall constitute the entire agreement between the Seller and the purchaser and shall not be affected by any condition or provision in the purchaser's order which may conflict with or otherwise vary from the terms and conditions of this agreement. Any change, addition or alteration to these terms and conditions shall be of no effect unless initialled by CSL or reflected in an amending agreement executed by the Seller and the purchaser.

GOVERNING LAW AND JURISDICTION
The laws of the Province of Ontario and the laws of Canada applicable therein shall govern the rights and obligations under this Agreement, without regard to principles of conflicts of law. Without limiting the foregoing, the Seller and Purchaser irrevocably and unconditionally: (a) agree that any suit, action, or other legal proceeding, including any claims for equitable or injunctive relief, arising out of or relating to this Agreement, or any transaction hereunder must be brought in the Ontario Superior Court of Justice, in the City of Toronto; (b) consent to the exclusive jurisdiction of such court in any such suit, action or proceeding; (c) waive any objection to the laying of the venue of any such suit, action or proceeding in any such courts; and (d) waive any right that it may have to assert the defence of jurisdiction simpliciter or form non-conveniens in any such suit, action or proceeding. The application of the 1980 United Nations Conventions on Contracts for the International Sale of Goods, as incorporated by the International Sale of Goods Act, R.S.O. 1990, c.l 10(as amended)is hereby expressly excluded.