Terms of Sale

General Terms and Conditions for the Purchase and Sale of Quartz Slabs

1.Applicability.

(a) These terms and conditions of sale (these “Terms”) are the only terms which govern the sale of the quartz slabs and any other goods (“Goods”) by Hyundai L&C Canada Inc. operating as HanStone Canada (“Seller”) to the buyer who agrees to buy the Goods from Seller in accordance with the price list, quotation, confirmation of sale and/or invoice attached to these Terms (“Buyer”). Notwithstanding anything herein to the contrary, if a separate written contract pertaining to the sale of the Goods has been signed and entered into by Seller and Buyer, the terms and conditions of such separate contract shall prevail to the extent they are inconsistent with these Terms.

(b) Subject to (a) above, the accompanying price list, quotation, confirmation of sale or invoice, as applicable (the “Sales Confirmation”) and these Terms (collectively with the Sales Confirmation, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement prevails over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfilment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend this Agreement or these Terms.

2.Seller’s Goods: HanStone Products

(a) HanStone is made from natural quartz. Variation in colour, shade and pattern is an inherent and natural characteristic of this product. A sample piece is a general representation based on a small, select cut of a full slab and does not indicate all design characteristics of the full slab or the final installed product. Colour blotches are intended and inherent part of design in many colours to enhance the overall natural aesthetics. Structural support is required for all applications. HanStone is not a seamless product; pattern and shade may vary where there are seams.

No stone or quartz surface is chip-proof, scratch-proof, stain-proof, heat-proof, or maintenance-free. Although HanStone is resistant to stains, this product will stain if not maintained properly. Although HanStone is durable, all stone can be damaged or chipped by force. Use of Acetone, Vim, any other harsh chemicals, or abrasives is strictly prohibited on HanStone, as it will damage the surface. This product may be damaged by sudden or constant change of temperature especially near the edges or direct heating of the surface with hot pots, pans, or other cooking units. Use of trivet or hot pad is always recommended. Due to the nature of design, texture and surface finish, certain colours with leathered, matte or river-washed finish will require more attention, care, and maintenance. HanStone manufacturer’s warranty does NOT cover stains, marks, chips, scratches, damages from heat, impact, or chemicals. It is the owner’s responsibility to keep the surface clean and well-maintained.

HanStone Canada is the manufacturer and supplier of the quartz slabs only and does not perform any design, fabrication, installation, renovation, or construction. All such labour or workmanship is performed by independent stone professionals or contractors. The stone professional must remove the protective film and inspect material prior to fabrication or installation. As such, HanStone manufacturer’s warranty is strictly limited to its product only. HanStone is NOT responsible for and its warranty does NOT cover (1) any labour or workmanship whatsoever by 3rd party stone or design professionals or contractors; and (2) any other manufacturer’s parts or products associated with the construction, renovation, fabrication, installation, repair, or replacement including, not limited to, plumbing, fixtures, sinks, appliances, cabinetry, electrical, etc.

(b) Any imported Goods, which are part of the Seller’s Import Collection, will be identified by Seller as such. Buyer acknowledges that Goods identified as part of the Import Collection are not manufactured in Canada.

(c) Availability and sizing of Seller’s Goods is subject to change without prior notice from Seller. Buyer is responsible for confirming availability of Goods when submitting its purchase order.

3.Delivery of Goods.

(a) The Goods will be delivered within a reasonable time after the receipt of Buyer’s purchase order, subject to availability and lead times. Buyer acknowledges that Seller has no control over availability of materials required for production of the Goods, and as a result delays may occur due to shortages or other issues relating to availability of such materials. In no event shall Seller be liable for any losses or damages of any kind whatsoever resulting from delays or late deliveries. Further, Seller shall not be liable for any delays, loss or damage in transit.

(b) Delivery of the Goods shall be specified in writing and shall be delivered either to (i) the location of Seller’s warehouse (the “Seller’s Warehouse”) or (ii) a location provided by the Buyer and agreed to by the Seller (the “Buyer’s Location”) using Seller’s standard methods for packaging and shipping such Goods. The Seller’s Warehouse and the Buyer’s Location shall each be referred to as a “Delivery Point”. If the Goods are delivered to the Seller’s Warehouse, (iii) the Buyer shall take delivery of the Goods within 5 days of Seller’s notice (email or phone call being sufficient) that the Goods have been delivered to the Delivery Point, and (iv) Buyer shall be responsible for all costs relating to Buyer’s collection and transport of the Goods from the Delivery Point. If the Goods are delivered to the Buyer’s Location, (v) Buyer shall take delivery of the Goods immediately upon delivery to the Delivery Point, and (vi) Buyer shall be responsible for all unloading costs and any other costs relating to receipt of the Goods at the Delivery Point, including costs of equipment and labour reasonably suited for receipt of the Goods.

(c) Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfilment of Buyer’s purchase order.

(d) If:

(i) in the case of delivery to the Seller’s Warehouse, for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller’s notice that the Goods have been delivered at the Delivery Point, or

(ii) in the case of delivery to the Buyer’s Location, Seller is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations,

then (x) risk of loss to the Goods shall pass to Buyer; (y) the Goods shall be deemed to have been delivered; and (z) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

4.Non-Delivery.

(a) The quantity of any instalment of Goods as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.

(b) Seller shall not be liable for any non-delivery of Goods (even if caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-delivery within 5 days after the date when the Goods would in the ordinary course of events have been received.

(c) Any liability of Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.

5.Title and Risk of Loss.

Title and risk of loss passes to Buyer upon delivery of the Goods at the Delivery Point. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Personal Property Security Act (Ontario), and Buyer will enter into any and all reasonable agreements to give effect to same.

6.Buyer’s Obligations.

Buyer agrees to follow the guidelines set forth in Section 2(a), Seller’s most recent warranty policy and any other technical documents or bulletins furnished by Seller from time to time. In the event of resale of Goods by Buyer, Buyer accepts responsibility for properly communicating to the end-user all relevant information concerning the Goods, including Seller’s care and maintenance instructions and product characteristics. Buyer is responsible for any and all costs of its own marketing, advertising and other promotion in respect of the Goods.

7.Buyer’s Acts or Omissions.

If Seller’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants or employees, Seller shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.

8.Inspection and Rejection of Non-Conforming Goods.

(a) Buyer shall remove the protective film and inspect the Goods prior to commencing any cutting, polishing, fabrication, installation or alteration in respect of the Goods, failing which Buyer will be deemed to have accepted the Goods. Buyer must complete its inspection within 30 days after receipt of the Goods (the “Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Non-Conforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. “Non-Conforming Goods” means only the following: (i) product shipped is different than identified in Buyer’s purchase order, and (ii) defective Goods.

(b) If Buyer timely notifies Seller of any Non-Conforming Goods, Seller shall, in its sole discretion, (i) replace such Non-Conforming Goods with conforming Goods, (ii) discount the Price of the Goods, or (iii) credit or refund (in full or partially) the Price for such Non-Conforming Goods. Buyer shall ship, at its expense and risk of loss, the Non-Conforming Goods back to Seller’s facility from which the Goods were shipped to Buyer, unless Seller agrees to alternative shipping arrangements. If Seller exercises its option to replace Non-Conforming Goods, Seller shall, after receiving Buyer’s shipment of Non-Conforming Goods, ship to Buyer, at Buyer’s expense and risk of loss (unless otherwise agreed in writing by Seller), the replaced Goods to the Delivery Point.

(c) Buyer acknowledges and agrees that the remedies set forth in Section 8(b) are Buyer’s exclusive remedies for the delivery of Non-Conforming Goods.

9.Returns.

Buyer may return Goods purchased under this Agreement to Seller within 30 days after delivery, provided that any return will be subject to Seller’s acceptance of the Goods in its sole discretion. Seller will not accept returns of Goods that (i) have been cut, fabricated, installed, used, altered, or damaged, or (ii) were on clearance, special order, or sold “as is”. All returns are subject to a restocking fee of $200.00 per slab, unless otherwise agreed by Seller. Seller may deduct the amount of the restocking fee from any refund payment Seller makes to Buyer.

10.Cancellations.

Cancellation of orders or any portion thereof will be allowed only with Seller’s prior written consent and the payment of such cancellation charges as Seller may determine. Cancellation will not be accepted on Goods that are not regular stock, which are in the process of manufacture or customization, or are ready for shipment. Any change or cancellation of orders for unique or specialty Goods are not permitted without written approval from Seller and upon the condition that Buyer pays to Seller the applicable cancellation charges.

11.Price.

(a) Buyer shall purchase the Goods from Seller at the prices (the “Prices”) set forth in Seller’s published price list in force as of the date that Seller accepts Buyer’s purchase order. All Prices are subject to change without notice and are not guaranteed, except that Prices for orders that have been accepted by Seller are only subject to change after acceptance in the circumstances described in Section 11(b) hereof.

(b) The Price quoted by Seller has been determined in part based on the cost of materials to Seller as of the date of the price quote. In the event that there is a significant increase in the cost of materials to Seller (through no fault of Seller) during the period after the date Buyer’s purchase order is accepted by Seller and prior to order fulfilment, Seller may (in its sole discretion) adjust the Price (increasing the Price by not more than 100%) by providing a written notice of such Price adjustment to Buyer prior to fulfilment of Buyer’s order (a “Price Adjustment Notice”). Buyer shall have the option to terminate its purchase order without liability hereunder, provided that such option is exercised by Buyer by providing written notice to Seller within 5 days after receipt of a Price Adjustment Notice.

(c) Despite Seller’s reasonable efforts, Prices may be inaccurately recorded in a confirmation of sale due to clerical or system errors. Seller will promptly inform Buyer of any such error promptly following Seller’s discovery of the error. Notwithstanding any such error, Buyer shall be responsible for payment of the actual Price indicated in Seller’s price list or quotation or negotiated between Seller and Buyer, as applicable.

(d) All Prices are exclusive of all harmonized sales tax, goods and services tax, sales tax, value added tax, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets.

12.Payment Terms.

(a) Buyer shall pay all invoiced amounts due to Seller within the time and by the payment method specified in Seller’s invoice. Buyer shall make all payments hereunder in Canadian dollars, unless otherwise specified and agreed by Seller. Seller’s payment terms are subject to change at any time in Seller’s absolute discretion, including, but not limited to, timing of payment, payment method, and credit limit (if applicable to Buyer).

(b) Buyer shall pay interest on all late payments at the lesser of the rate of: 18% per annum or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, legal fees on a solicitor-client basis. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder and such failure continues for 5 days following written notice thereof.

(c) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise.

13.No Continuing Commitment.

Each of Buyer’s and Seller’s purchase and sale obligations under this Agreement are limited to the Goods set out in Buyer’s purchase order accepted by Seller pursuant to the Sales Confirmation. Unless expressly agreed by the parties in writing: (i) nothing in this Agreement creates an obligation for Seller to continue to sell, or for Buyer to continue to buy, Goods on terms identical or similar to those contained in this Agreement; (ii) each subsequent purchase order submitted by Buyer is subject to Seller’s acceptance in its sole and absolute discretion; and (iii) nothing herein grants Buyer any rights of exclusivity whatsoever, including with respect to buying, selling or distributing Seller’s Goods.

14.Fraud Prevention.

Buyer understands and agrees that its role in preventing the misuse by third parties of its personal information, personally identifiable information, financial information and accounts is extremely important. Buyer acknowledges that the Internet is inherently insecure and that all data transfers, including electronic mail, occur openly on the Internet and potentially can be monitored and read by others. Seller cannot and does not warrant that email transmitted to and from Seller will not be monitored or read by others. Buyer understands and agrees that it shall be solely responsible for establishing, maintaining and following such security protocols as it deems necessary to ensure that its personal information, personally identifiable information, financial information and accounts remain secure. Buyer is solely responsible for ensuring that payments intended for Seller are directed to the correct recipient, whether by cheque, credit card, e-transfer, Electronic Funds Transfer or any other method. Additionally, in the event that Buyer receives any communication in connection with payment instruction changes or account changes that appear to be from Seller, Buyer agrees to verify the authenticity of such communication by contacting a known contact at Seller’s business office directly, by using contact details held on record or a phone number displayed on Seller’s website. As links or contact details contained in the email or letter requesting the change may be fraudulent, they should not be used. Furthermore, Buyer agrees to contact Seller immediately by phone if it receives a suspicious email or letter relating to payments to Seller.

15.Notice for Stone Professionals.

HanStone is classified as non-hazardous under the GHS (Globally Harmonized System) of Classification and Labelling of Chemicals. In its solid form, as a beautifully installed countertop or other surface application, HanStone poses no health hazard. HanStone is composed of various premium minerals including crystalline silica—on average, the content is less than 88%. Crystalline Silica is a common mineral found in the earth’s crust and in everyday materials such as sand, stone, concrete, and mortar. Please note: Any cutting, grinding, polishing, drilling or other fabrication work performed on this product may generate crystalline silica dust which can become airborne. Prolonged exposure and inhalation of crystalline silica dust may cause respiratory problems, including silicosis. DO NOT dry-cut HanStone under any circumstances. You must take all necessary precautions, including, not limited to, a proper water delivery system which is required at all times. ALWAYS wear a proper certified mask for respiratory protection. Refer to Product Safety Data Sheet for additional information. It is the stone professional’s sole responsibility to follow the guidelines provided by OSHA or CCOHS to develop, implement and enforce safe work procedures for dealing with silica dust. Hyundai L&C Canada Inc. operating as HanStone Canada and its affiliates are NOT liable for any individual’s failure to follow these safety guidelines.

16.Limited Warranty.

(a) Seller provides a limited warranty for the Goods in accordance with the terms and conditions and for the period (the “Warranty Period”) specified in Seller’s warranty policy located at https://hanstone.ca/en/register-warranty/. Seller’s warranty policy is subject to change without notice, provided that the version appearing at the foregoing URL at the time that an order for Goods has been accepted by Seller shall apply to such Goods and will not be subject to change after acceptance.

(b) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 15(a), SELLER MAKES NO CONDITION OR WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) CONDITION OR WARRANTY OF MERCHANTABILITY; (b) CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

(c) Seller shall not be liable for a breach of the warranties set forth in Section 15(a) unless: (i) Buyer gives written notice of the defective Goods, reasonably described, to Seller within 30 days of the time when Buyer discovers or ought to have discovered the defect; (ii) if applicable, Seller is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 15(a) to examine such Goods and Buyer (if requested to do so by Seller) returns such Goods to Seller’s place of business at Seller’s cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer’s claim that the Goods are defective.

(d) Seller shall not be liable for a breach of the warranties set forth in Section 15(a) if: (i) Buyer (or in the event of resale by Buyer, the end-user) makes any further use of such Goods after giving the notice described in Section 15(c); (ii) the defect arises because Buyer (or in the event of resale by Buyer, the end-user) failed to follow Seller’s oral or written instructions as to the storage, fabrication, installation, commissioning, use, care or maintenance of the Goods; or (iii) Buyer (or in the event of resale by Buyer, the end-user) repairs or attempts to repair such Goods without the prior written consent of Seller.

(e) Subject to Section 15(c) and Section 15(d) above, with respect to any such Goods during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part of such Goods) or (ii) credit or refund the price of such Goods at the pro rata contract rate, provided that if Seller so requests, Buyer shall, at Seller’s expense, return such Goods to Seller.

(f) THE REMEDIES SET FORTH IN SECTION 15(e) SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 15(a).

17.Limitation of Liability.

(a) EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (BREACH OF CONTRACT, TORT, BREACH OF PRIVACY, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER BY BUYER FOR THE GOODS SOLD HEREUNDER.

(c) The limitation of liability set forth in Section 16(b) shall not apply to (i) liability resulting from Seller’s gross negligence or wilful misconduct and (ii) death or bodily injury resulting directly from Seller’s acts or omissions.

18.Compliance with Law.

Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

19.Termination.

In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement and such failure continues for 5 days after Buyer’s receipt of written notice of nonpayment; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

20.Waiver.

No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

21.Confidential Information.

All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

22.Intellectual Property.

Seller’s name, logo, its trademarks including but not limited to: BRIONNE, hanex, HanStone, NATURALLY CANADIAN, Hanstone Q, HanStone Quartz NATURELLEMENT CANADIEN, CRESCENDO PREMIUM FLOORING COLLECTION, together with all related names, logos, product and service names, designs, images, and slogans, are trademarks of Seller or its affiliates or licensors. Buyer must not use such marks without the prior written permission of Seller. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

23.Force Majeure.

Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

24.Assignment.

Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

25.Relationship of the Parties.

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

26.No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

27.Governing Law.

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

28.Choice of Forum.

Any legal suit, action, litigation or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation or proceeding. Each party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

29.Notices.

All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email (in each case, with confirmation of transmission) if sent during the addressee’s normal business hours, and on the next business day if sent after the addressee’s normal business hours; and (d) on the 4th day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid.

30.Severability.

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

31.Survival.

Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Section 17 (Compliance with Law), Section 20 (Confidential Information), Section 21 (Intellectual Property), Section 26 (Governing Law), Section 27 (Choice of Forum) and Section 30 (Survival).

32.Amendment and Modification.

Seller reserves the right to modify these Terms at any time and from time to time without any prior notice to Buyer; provided that with respect to any purchase order already submitted by Buyer and accepted by Seller, these Terms may only be amended or modified in writing, identified as an amendment to these Terms, and signed by an authorized representative of each party.