PowerPro Solutions Inc. Terms & Conditions
RETURN OF GOODS
Non-custom products may only be returned with written consent from POWERPRO within 10 business days of receipt by the
customer. The Customerisresponsible and agreesto pay allshipping, handling and freight chargesforreturned Products. Products
returned are subject to a restocking charge as per the manufacturer’s restocking policy but in any event no less than 25% of the
order value.
DEFINITIONS
(a) “Agreement” refers the Customer’s agreement to purchase Products and/or Services from PowerPro;
(b) “Customer” refersto any company, partnership, individual or entity purchasing Products and/or Services from PowerPro;
(c) “PowerPro Solutions Inc.” refers to PowerPro Solutions or PowerPro or PowerPro Inc.;
(d) “Products” refers to any equipment, parts and/or materials purchased by the Customer under an Agreement.
(e) “Services” refer to any engineering, technical, installation and/or manufacturing services of any description or kind to be
provided by PowerPro in relation to Products;
(f) “Day” refers to regular working days, excluding weekends and statutory holidays;
TERMS AND CONDITIONS OF SALE
PowerPro Solutions Inc. accepts the Purchaser’s order on the express condition that Purchaser agrees to and is bound by the
terms and conditions outlined below. All orders by the Purchaser shall be subject to the following terms and conditions.
Acceptance of product delivery or payment of the invoice conclusively constitutes irrevocable acceptance of these terms and
conditions.
- TERMS OF PAYMENT
Unless otherwise specified, prices are quoted in Canadian dollars “for Goods being sold from inventory, FCA PowerPro Solutions
Inc’s warehouse, and FCA manufacturer’s plant for domestic ” Goods being drop-shipped to Purchaser. Payment terms are net
“thirty (30) days without discount, provided the credit approval has been approved. Progressive payment schedules apply as per
comprehensive terms and conditions. Past due accounts will incur interest at “2% per month” (26.8% per annum). If Purchaser’s
account is past due, in addition “to other rights and remedies, PowerPro Solutions Inc. may suspend shipments,” deliveries or
performance hereunder or under any other contract “with Purchaser until Purchaser’s account becomes current or until”
PowerPro Solutions Inc. receives satisfactory security or cash prior to shipment. Preferred payment methods include cheque,
direct deposit, and wire transfer with customers covering any associated processing fees. Any fee incurred to process, or payment
sent is covered by the customer. Credit card payments are accepted with an additional processing fee.
2. DELIVERY
Shipping dates are estimates and PowerPro Solutions Inc. is not “liable for delays. If Purchaser requires emergency deliveries or
deliveries outside of normal business hours, any extra costs shall be borne by the Purchaser. The time period specified herein
within which delivery is to be made shall commence upon receipt by PowerPro Solutions Inc. of Purchaser’s written acceptance
of PowerPro Solutions Inc’s Order Acknowledgement. Delivery must be taken by Purchaser or adequate shipping instructions
furnished to PowerPro Solutions Inc. within ten (10) days of notification that the Goods are ready for delivery. Failure to do so
will result that the full purchase price become due and payable, and PowerPro Solutions Inc. may at its option, either store the
Goods and bill Purchaser for storage charges or dispose of same for Purchaser’s account and risk at a public or private sale, or
exercise such other rights and remedies as may be available to PowerPro Solutions Inc. in the circumstances. Paid or free storage
doesn’t include insurance, maintenance and/or preservation.
3. RETURN OF GOODS
Non-custom products may only be returned with written consent from POWERPRO within 10 business days of receipt by the
customer. The Customerisresponsible and agreesto pay allshipping, handling and freight chargesforreturned Products. Products
returned are subject to a restocking charge as per the manufacturer’s restocking policy but in any event no less than 25% of the
order value.
- CANCELLATIONS
Orders may only be cancelled with express written consent from POWERPRO and only upon payment for all labour, materials,
logistical cost, and restocking charges up to the point of cancellation.
Cancellation charges
10% for cancellation once purchase order has been received by POWERPRO
30% for cancellation once approved drawings have been received by
POWERPRO 75% for cancellation once parts have been ordered for the
project
100% charge for cancellation once the project is released to the shop-floor to begin manufacturing - INSTALLATION
The Customer is responsible for transporting, receiving, storing, installing, starting up and maintaining all Products. If
requested, POWERPRO may, at its option, provide Services to assist the Customer in the installation of Products at a price to be
agreed between the Customer and POWERPRO or at POWERPRO’s standard rate sheet. - TITLE AND RISK OF LOSS
All rights, title and interest in and to the Goods shall remain with PowerPro Solutions Inc. until such Goods have been paid for in
full. However, such Goods shall be entirely at Purchaser’s risk from the time placed on a common carrier and the loss, damage,
deterioration or destruction of the Goods thereafter shall not release Purchaser from its obligations hereunder. In the event of
any default to make payment by the Purchaser, PowerPro Solutions Inc. shall have the right to take possession of any Goods
already delivered and to remove same without notice and without legal proceedings, in which case all payments theretofore
made shall be credited to the Purchaser’s account after deduction of a reasonable rental fee and the costs of repossession, if any,
including reasonable legal fees. Purchaser hereby agrees to defend, indemnify, and save harmless PowerPro Solutions Inc. from
any and all loss arising out of any or all claims, suits and demands by reason of, but not limited to, the retention of title to the
Goods by PowerPro Solutions Inc. while same are at the Purchaser’s risk. - CLAIMS
All claimsfor missing or incorrect items, inaccuracies must be made within two (2) days of the date of receipt of Goods. - TAXES
All applicable taxes of any nature including, but not limited to excise, sales, use, Goods and services or other similar taxes which
PowerPro Solutions Inc. may be required to pay, to collect orto reimburse to others, by reason of manufacture, ownership, use or
sale of any product sold or service provided hereunder shall be the sole responsibility of Purchaser and shall be added to the
amount to be paid hereunder. - LIMITS OF CONTRACT
Only the Goods explicitly described in this agreement are subject to the terms and conditions herein. Unless expressly specified,
installation, repair, modifications or other similar services are not included. Any services specified shall be governed by the terms
and conditions hereof. - TECHNICAL DATA
All technical specifications, drawings, descriptive matter, weights, dimensions and performance data submitted with or made a
part of PowerPro Solutions Inc’s Order Acknowledgement are based upon information provided by the Purchaser in accordance
with its requirements. PowerPro Solutions Inc. assumes no responsibility for the accuracy of such information. - FORCE MAJEURE
For all purposes hereof, force majeure includes any act of God, war, mobilization, governmental regulation, strike, lockout,
drought, flood, total or partial fire, obstruction of navigation, loss, damage or detention in transit, defective materials or delays
by shippers, or other contingences or causes beyond PowerPro Solutions Inc’s control which might prevent the manufacture,
shipment or delivery of Goods covered hereby. Performance of PowerPro Solutions Inc’s obligations may be suspended pending
force majeure, without PowerPro Solutions Inc. being responsible to Purchaser for any damages or losses resulting from such
suspension. - LIMITED WARRANTY
Subject to the following, PowerPro Solutions Inc. warrantsthat the Goods sold by it hereunder will conform to specifications and
applicable industry standards and title will be clear from any security interests or encumbrances. PowerPro Solutions Inc. shall
ensure that Purchaser benefits from existing manufacturers’ warranties and in no event shall PowerPro Solutions Inc’s warranty
exceed the warranty given by manufacturers’ of the Goods. The sole obligation of PowerPro Solutions Inc. under such warranty
shall be to replace or repair as deemed appropriate by manufacturer and provide assistance to Purchaser for any claim made to
manufacturer of the Goods. THE ABOVE IS THE SOLE AND EXCLUSIVE WARRANTY, EXPRESS OR IMPLIED, PROVIDED BY POWERPRO
SOLUTIONS INC.AND IS IN LIEU OF ALL OTHER WARRANTIES, OF ANY NATURE WHATSOEVER, CONTRACTUAL, LEGAL, STATUTORY
OR OTHER, AND WHETHER FOR MERCHANTABILITY, QUALITY, FITNESS OR OTHERWISE. - LIMITATION OF LIABILITY
THE LIABILITY OF POWERPRO SOLUTIONS INC.WILL NOT UNDER ANY CIRCUMSTANCES EXCEED THE PURCHASE PRICE OF THE
GOODS FURNISHED AND IN NO EVENT SHALL POWERPRO SOLUTIONS INC.BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,
SPECIAL, INCIDENTAL, EXEMPLARY OR CONTINGENT DAMAGES OR COMMERCIAL LOSS OF ANY KIND (INCLUDING DAMAGES FOR
LOSS OF PROFITS) ALLEGEDLY SUSTAINED BY PURCHASER. - INDEMNITY
Purchaser agreesto indemnify and hold PowerPro Solutions Inc. harmless with respectto any third-party claimsfor personal injury
(or death), property damage or other loss which claims are based upon defective or allegedly defective design, material or
workmanship furnished by PowerPro Solutions Inc. - ASSIGNMENT
Purchasershall not assign ortransferthis agreement or any interestin, ormonies under, it withoutthewritten consent of PowerPro
Solutions Inc. and any assignment made without such consent shall be null and void. - GOVERNING LAW AND INVALIDITY
Any provision hereof which is contrary to law will not invalidate any other provision thereof. The foregoing sets forth the sole
and entire agreement between the parties with respect to the Goods supplied hereunder. These terms and conditions and the
agreement evidenced thereby shall be governed by and interpreted in accordance with the laws of the province of Canada where
the Goods are delivered. If deliveries are made outside Canada the governing laws shall be the laws of the Province where the
Goods are shipped from. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this
agreement or to any order. - APPROVALS & CERTIFICATIONS
POWERPRO makes no claim that Authorities Having Jurisdiction (AHJs) will accept and / or recognize the POWERPRO mark(s). It is the
client’s
responsibility to confirm with the AHJs in the intended market area that they accept the POWERPRO mark(s) or approvals. - TARIFFS
PowerPro Solutions Inc. shall not be responsible for any tariffs, duties, import/export taxes, or other government-imposed charges
related to the shipment of products. The Customer assumes full responsibility for all such fees, including any regulatory changes
affecting the cost of delivery or importation of Goods. Any additional costs incurred due to these tariffs shall be borne solely by
the Customer, and PowerPro Solutions Inc. shall not be held liable for any financial obligations arising from such charges.