Terms and Conditions

DENIOS Ltd.

17075 Leslie Street, Unit 9

Newmarket, Ontario L3Y 8E1

This is also our manufacturing and trading address.

You may contact us at the above-mentioned address and through the following means:

Tel.: +1 905-551-9519

Fax: +1 905-952-5309

Email: contact@denios.ca

DENIOS LTD is dedicated to providing customers, consumers, and businesses with the highest level of service.

In the rare circumstance where a private individual, business customer, or business is unhappy with the service from DENIOS, we have a dedicated customer support team. You can contact us in these situations using the contact details above.

1. ACCEPTANCE. Buyer/End-User (“Buyer”) agrees that it shall be bound by these Terms and Conditions (“Terms”) and that no other terms or conditions shall apply to the sale of any goods or other products manufactured by DENIOS, Inc. (“Goods”) or any subsidiaries or affiliates thereof (“Seller”). These Terms shall prevail over all terms and conditions contained in any other oral or written communication, including, without limitation, Buyer’s purchase orders, which are different from or in addition to these Terms, regardless of whether such other terms and conditions would materially alter these Terms. No waiver, discharge or modification of these Terms shall bind Seller unless in writing and signed by the authorized representative of Seller.

2. PAYMENT TERMS. Buyer agrees to pay for the Goods according to Seller’s payment terms as set forth in Seller’s quotation or, if no quotation is provided, as set forth in Seller’s invoice. In the event Buyer fails to make any payment to Seller when due, Buyer’s entire account(s) with Seller shall become immediately due and payable without notice or demand. Buyer agrees to pay Seller a late fee equal to 1.5% (or the maximum rate permitted by law if less than 1.5%) of all past due amounts each month that any amounts remain owed to Seller. Such late fee service charge will be immediately due and payable and is in addition to any other charges, costs, fees, and expenses that Buyer may owe as a result of the failure to make timely and complete payment.

3. REMEDIES OF SELLER. In case of any Default (as defined below) by Buyer, Seller may, at its option, cancel any incomplete portion of a pending sale of Goods or exercise any right or remedy which it may have by law. All such remedies of Seller are cumulative and not exclusive. “Default” by Buyer shall include any of the following: (a) the failure to pay any installment of the purchase price when due, no demand being necessary; (b) the insolvency of Buyer or its failure to pay debts as they mature, the appointment of a receiver for Buyer or for the Goods covered by these Terms, the filing of a bankruptcy petition, an assignment for the benefit of creditors, or any other form of insolvency proceedings instituted against Buyer; (c) the death, incompetence, dissolution or termination of existence of the Buyer; or (d) the failure of Buyer to perform any other material term or condition contained herein. In the event of a Default by Buyer, Buyer agrees to pay Seller’s attorney’s fees, collection costs, and all other expenses incurred by Seller in connection with such Default as and when incurred.

4. LIMITED WARRANTY AND DISCLAIMER.

• 4.1 One-Year Warranty for Goods. Seller will for a period of one (1) year from the date the Goods are delivered warrant that all Goods are new, unused and free of defects in material and workmanship. Seller will repair or replace any defects in material or workmanship that may develop under normal use. For Accessories or products made for DENIOS, the Vendor's warranty if greater shall apply for that item. Damages due to accident, neglect, or misuse that otherwise would contravene the Vendor's Warranty limitations will not be covered.

• 4.2 Ten-Year Warranty for Chemical Storage Buildings. Seller will for a period of ten (10) years from the date a Chemical Storage Building is delivered, repair or replace any defects in material or workmanship in load bearing walls, floor supports, sump structures and the roof of a Chemical Storage Building (the “Exterior Structure”) that may develop under normal use. This ten (10) year warranty is extended strictly to the Exterior Structure and does not cover any damages due to accident, neglect, or misuse, or any damage caused by installation of optional equipment to the Chemical Storage Building or Exterior Structure.

• 4.3 In order for the one (1) year and ten (10) year warranties to be effective each of the following conditions must be satisfied: (a) the Goods have been used and maintained in accordance with Seller’s written Maintenance & Installation Manual (the “Manual”), which is incorporated herein by this reference; (b) the Goods have been used under normal operating conditions, as detailed in the Manual; and (c) Buyer provides Seller with written notice of such defect within ten (10) days from the date that Buyer discovered the defect or, in the exercise of reasonable diligence should have discovered the defect, whichever date first occurs.

• 4.4 Seller’s liability shall be limited to repair of the defects as outlined in this Section or, if unable to be repaired or if replacement would be preferable in Seller’s sole discretion, replacement of the Goods. It is expressly agreed by the parties herein that repair or replacement of the Goods as outlined in this Section shall be Buyer’s sole and exclusive remedy against Seller. The right to recover consequential and incidental damages is expressly waived by Buyer and such damages are excluded. There may be additional items included with the Goods that were not manufactured by the Seller, and those items may include a third-party warranty, in the event there is damage to or a malfunction of a third-party item, the Buyer is limited to the warranty, if any, provided by such third-party manufacturer. Unless otherwise contracted for, Seller shall have no liability or responsibility for the installation or use of the Goods by Buyer.

• 4.5 SELLER MAKES NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, BEYOND THOSE AFFIRMATIVELY SET FORTH IN THIS SECTION, AND BUYER ACKNOWLEDGES THAT BY THIS DISCLAIMER OF WARRANTIES, ANY AND ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED BY THE SELLER.

5. DELIVERY. Unless otherwise specifically agreed by the parties in a writing signed by an authorized representative of Seller, all shipments are F.O.B. place of shipment from Seller’s production facility in Louisville, KY. Buyer agrees to thoroughly examine the Goods at destination and to file any claims for loss or damage during transit directly with the freight company or its underwriter. Goods in transit are at Buyer’s risk and Buyer shall, at its sole expense, maintain appropriate insurance on the full value of the Goods while in transit. Title and risk of loss to all Goods passes to Buyer at the F.O.B. place of shipment from Seller’s production facility in Louisville, KY.

6. ORDER CANCELLATION AND CHANGES. Buyer may cancel all or any portion of an order by written notice to Seller prior to thirty (30) days before the acknowledged shipping date for the Goods. Upon receipt of a cancellation notice under this Section, Seller will cease work on the Goods as promptly as reasonably possible. Buyer agrees to pay Seller (a) the contract price for any completed Goods, and (b) Seller’s full costs of production (including overhead), as calculated in good faith by Seller, plus an additional twenty percent (20%) for any incomplete Goods canceled less than thirty (30) days prior to the acknowledged shipping date. If Seller makes any changes to a previously acknowledged order at the request of Buyer, including any such changes necessitated by changes in site conditions or installation requirements, the parties shall in good faith negotiate the change order price of the Goods to reflect all expenses caused by said changes.

7. COMPLIANCE WITH LAW. Buyer bears the responsibility for assuring that the Goods comply with all applicable federal, provicial, and local laws, codes, ordinances, and regulations applicable to the use of the Goods in Buyer’s operations. Buyer shall at its own expense apply for and obtain any permits and inspections required for the installation and/or use of the Goods.

8. INDEMNIFICATION. Buyer will promptly defend, indemnify and hold harmless Seller and its agents and employees with respect to any loss, damage, claim, suit, liability, judgment, or expense of any kind (including, without limitation, reasonable attorney’s fees and related expenses) incurred by Seller as a result of or in connection with the purchase, sale, transportation, installation, repair or use of the Goods by Buyer, whether caused by the concurrent and/or contributory negligence of Buyer, Seller, or any of their agents, employees or suppliers.

9. FORCE MAJEURE. If Seller is prevented from or delayed in performing by a force majeure event, it shall not be liable or responsible for its failure to timely perform but shall perform as soon as reasonably possible after the force majeure event ceases, and normal operations resumes. Force majeure as used in this Section refers to circumstances that are beyond Seller’s control and that directly or indirectly affect production, including but not limited to, acts of God, acts of war, acts of government, pandemics, terrorism, riots and labor strikes, labor lockouts, interruption in telecommunication transmission or product transportation, materials shortages or delays or sudden severe increases in materials prices or other costs, accident, fire, water damage, flood, earthquake, windstorm, or other natural disasters and catastrophes.

10. GOVERNING LAW AND VENUE. This writing shall be construed under and governed by the law of the Province of Ontario (without regard for the conflict-of-laws principles thereof) and Buyer waives all claims to the contrary. The exclusive venue for any action to enforce these Terms shall be the appropriate state or federal court of competent jurisdiction located in the Province of Ontario. Buyer consents to personal jurisdiction in the Province of Ontario.

11. SEVERABILITY. These Terms shall not be construed against the party preparing them but shall be construed as if prepared jointly by the parties and any uncertainty or ambiguity shall not be interpreted against any one party. If any provision hereof is held to be illegal, invalid, or unenforceable under any present or future laws, such provision shall be fully severable and these Terms shall be construed as if such illegal, invalid or unenforceable provision had never been made a part hereof. The remaining provisions herein shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provisions or by their severance therefrom.

12. NON-WAIVER. Seller’s failure to insist upon the strict performance of any of these Terms shall not be deemed a waiver of any of Seller’s rights or remedies hereunder, nor of its right to insist upon the strict performance of the same or any other term herein in the future. No waiver of any term or condition hereunder shall be valid unless in writing and signed by an authorized representative of Seller.

13. SET-OFF. Buyer shall not be entitled to set-off any amounts due to Buyer against any amount due to Seller in connection with any order governed by these Terms.

14.PRICE ADJUSTMENTS. Notwithstanding anything to the contrary contained in this Agreement, if Seller determines in good faith that extraordinary economic conditions or that the occurrence of events would impose economic hardships of a severity not generally experienced in Seller’s industry, then the parties agree to negotiate in good faith an appropriate price adjustment within fifteen (15) days after Seller provides Buyer written notice of such condition or event. If, despite good faith efforts, the parties are unable to agree on a price adjustment within the fifteen (15) day period, Seller shall have the right to terminate the applicable purchase order by written notice to Buyer within ten (10) days after the expiration of the fifteen (15) day period. Extraordinary events or conditions could include, but are not limited to, supply chain disruptions which substantially affect the cost to manufacture or deliver any Goods, a substantial increase in prices for raw materials or subassemblies, material changes in prevailing freight rates and other import/export costs, or significant regulations or actions of governments that materially affect the cost of the Goods.

15.RETURNS. Seller will accept return items of Catalog Products that are in new condition and free of damages by the customer or the freight company within 30 days from receipt of delivery. There will be a 25% restocking fee AND return shipping and original shipping charges are the customer's responsibility. If the product is damaged during shipping, then it is the Buyer’s responsibility to seek reimbursement from the freight company. Damaged items will not be refunded. Once the Seller receives the returned item, the Seller will inspect it. If it is free of damages a refund or credit will be issued minus the 25% restocking fee and original shipping charges.

16.ENTIRE AGREEMENT. These Terms constitute the final written expression of the terms and conditions governing the purchase and sale of the Goods and are the complete and exclusive statement of the governing terms and conditions.