Terms and conditions of sale

1. Terms and Conditions. These Terms and Conditions of Sale cancel and supersede all terms of sale pertaining to Parts, Equipment and Services (and any supplements thereto) previously issued by DreMar Industries to Buyer and are subject to change without advance notice. The prices, charges, discounts, terms of sale and other provisions referred to or contained herein shall apply to Parts and Equipment (collectively referred to as "Products") sold and shipped to Buyer and Services provided by DreMar Industries on and after March 7, 2013, and shall remain in effect unless and until superseded in writing by DreMar Industries. Acceptance of an order for Products or Services by DreMar Industries shall be deemed to constitute a binding agreement between the parties pursuant to the terms and conditions contained herein and Buyer agrees that the order may not thereafter be cancelled, countermanded or otherwise changed without the prior written consent of DreMar Industries. This agreement supersedes any prior agreements, representations, or other communications between the parties relating to the subject matter set forth herein. No other terms and conditions shall apply including the terms of any purchase order submitted to DreMar Industries by Buyer, whether or not such terms are inconsistent or conflict with or are in addition to the terms and conditions set forth herein. DreMar Industries’ acceptance of Buyer's purchase order is conditional upon Buyer's acceptance of all the terms and conditions contained in this agreement. Any communication construed as an offer by DreMar Industries and acceptance thereof is expressly limited to the terms and conditions set forth herein. The Products are intended for industrial/commercial use by professional contractors, professional end-users and their trained employees and are not intended for use by consumers.

2. Taxes and Duties. Unless otherwise specified, prices quoted do not include taxes or duties of any kind or nature. The buyer agrees that it will be responsible for filing all tax returns and paying applicable tax, duty, export preparation charge and export documentation charge resulting from the purchase of any Products or Services. In addition, in the event any other similar tax is determined to apply to Buyer's purchase of any Products or Services from DreMar Industries, Buyer agrees to indemnify and hold DreMar Industries harmless from and against all such other similar taxes, duties and fees. All prices quoted are CAD DOLLARS unless otherwise specified. The amount of any present or future taxes applicable to the sale, transfer, lease or use of any Products shall be paid by Buyer; or in lieu thereof, Buyer shall provide DreMar Industries with a tax exemption certificate satisfactory to the applicable taxing authority proving that no such tax is due and payable upon such sale, transfer, lease or use.

3. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL DREMAR INDUSTRIES, OR ANY SUBSIDIARY OR DIVISION THEREOF BE LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES OR LOSSES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LABOR COSTS, LOST PROFITS, LOSS OF USE OF OTHER EQUIPMENT, THIRD PARTY REPAIRS, PERSONAL INJURY, EMOTIONAL OR MENTAL DISTRESS, IMPROPER PERFORMANCE OR WORK, PENALTIES OF ANY KIND, LOSS OF SERVICE OF PERSONNEL, OR FAILURE OF PRODUCTS OR SERVICES TO COMPLY WITH ANY FEDERAL, STATE OR LOCAL LAWS. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL DREMAR INDUSTRIES'S LIABILITY EXCEED FIVE PERCENT (5%) OF THE TOTAL ORDER VALUE.

4. Patents, Copyrights, Trademarks, Confidentiality. No license or other rights under any patents, copyrights or trademarks owned or controlled by DreMar Industries or under which DreMar Industries is licensed are granted to Buyer or implied by the sale of Products or the provision of Services. Buyer shall not identify as genuine products of DreMar Industries Products purchased hereunder which Buyer has treated, modified or altered in any way, nor shall Buyer use DreMar Industries’ trademarks to identify such products; provided, however, that Buyer may identify such products as utilizing, containing or having been manufactured from genuine products of DreMar Industries as treated, modified or altered by Buyer or Buyer's representative, upon written prior approval of DreMar Industries. All plans, photographs, designs, drawings, blueprints, manuals, specifications and other documents relating to the business of DreMar Industries ("Information") shall be and remain the exclusive property of DreMar Industries and shall be treated by Buyer as confidential information and not disclosed, given, loaned, exhibited, sold or transferred to any third party without DreMar Industries’ prior written approval; provided, however, that these restrictions shall not apply to Information that Buyer can demonstrate: (a) at the time of disclosure, is generally known to the public other than as a result of a breach of this Agreement by Buyer; or (b) is already in Buyer's possession at the time of disclosure by from a third party having a right to impart such Information.

5. On-Site Services. If DreMar Industries is providing Services at Buyer's worksite (or at a location designated by Buyer), Buyer shall provide DreMar Industries free and clear access and an adequate power supply to perform the Services. Buyer shall maintain safe working conditions at the worksite, including, without limitation, implementing appropriate procedures regarding hazardous materials and energization and de-energization of power systems. The buyer shall immediately remedy any unsafe working conditions at the worksite. DreMar Industries shall be entitled to suspend or terminate the Services in the event it determines that the worksite is unsafe. DreMar Industries shall have no responsibility or liability for any pre-existing condition of the worksite including, without limitation, violations of safety rules, building codes, zoning ordinances or other laws or regulations ("Regulations"). If any unsafe working condition or failure of the worksite to comply with a Regulation result in an increase in the DreMar Industries’ cost of, or the time required for, performance of the Services, DreMar Industries may make an equitable adjustment in price and schedule. Buyer authorizes DreMar Industries to perform the disassembly and inspection of any equipment necessary to provide the Services, including provision of all necessary Parts and labor, and agrees that DreMar Industries is not responsible for any damage or loss due to causes beyond DreMar Industries’ control. Unless expressly agreed in writing, Services do not include architectural/engineering services or structural changes to Buyer's premises. 

6. Force Majeure. The DreMar Industries shall not be liable to the Buyer or be deemed to be in breach of this agreement by reason of any delay in performing, or any failure to perform, any of the DreMar Industries’ obligations in relation to the Products or Services if the delay or failure was due to any cause beyond the reasonable control of the DreMar Industries including (without limitation) strike, lockout, riot, civil commotion, fire, accident, explosion, tempest, act of God, war, epidemic, stoppage of transport, terrorist activity, supply shortage or changes in government, governmental agency, laws, regulations or administrative practices.