TERMS & CONDITIONS OF SALE DEFINITIONS:
For purposes hereof: (i) “Company” means Rosenberg Fans Canada Ltd., a Canadian Corporation; (ii) “Buyer” means the individual or entity whose name appears on the face of the Order Acknowledgement; (iii) “Terms and Conditions of Sale” means the following terms and conditions of sale which are hereby incorporated by reference in, and made part of, the Order Acknowledgment to which these Terms and Conditions of Sale are attached; (iv) “Equipment” means the parts and other equipment described on the face of the Order Acknowledgment; (v) “Order Acknowledgment” means the written document issued by the Company to the Customer that is styled as an “order acknowledgment”; and (vi) “Manufacturer” means the manufacturer of the Equipment to include Rosenberg GmbH, Ecofit s. a. and Ducati energia s.p.a.

QUOTATIONS: Quotations are valid for (90) days from date of issue. Unless stated otherwise, prices and deliveries are FOB the Company Warehouse. Pricing does not include any taxes with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any materials. Any such taxes shall be bourne by the Buyer. Materials specifications are subject to change without notice.

PAYMENT TERMS: Unless otherwise specified in Company’s quotation, payment shall be due Net 30 days from date of invoice, without regard to date of delivery of materials. An interest charge equal to 1.5% per month compounded monthly will be added to overdue invoices.

BUYER’S PURCHASE ORDER: The Buyer’s purchase order shall be deemed to incorporate, without exemption, all of the terms and conditions of the quotation.

TITLE: Title to materials supplied passes to Buyer at time of shipment, regardless of responsibility for freight charges (prepaid, collect, etc.). Accordingly, the responsibility for filing claims for loss or damage incurred during transit is the responsibility of the Buyer.

NONCONFORMITY: Within ten (10) days after delivery of the Equipment, the Buyer must give detailed written notice to the Company of any claim by it based upon the condition, quantity or grade of the Equipment sold or of any claimed nonconformity with the Order Acknowledgement or Buyer’s specifications.

CLAIMS, DAMAGES, BACKCHARGES, ETC. The Company shall not be liable, under any circumstances, for any special, indirect, inconsequential or coincidental damages of any kind whatsoever, whether growing out of the use, failure of, defects in condition of, delay in delivery, nondelivery or otherwise of Equipment. Buyer assumes all risk and responsibility for the use of Equipment and for the results obtained by any such use, and agrees to hold the Company harmless from any liability arising out of such use by the Buyer, or by any subsequent purchaser from the Buyer. In no event shall any claim made by a Buyer exceed the purchase price of the particular Equipment in respect of which damages are claimed.

WARRANTY: Any and all warranties with respect to the Equipment are provided solely by the Manufacturer, the terms and conditions of which (as modified or amended from time to time) appear at the following websites: For Equipment manufactured by Rosenberg: http://www.rosenberg-gmbh.com/english/index.htm For Equipment manufactured by Ecofit: http://www.ecofit.com/site/distribution/conditions/index.html For Equipment manufactured by Ducati: http://www.ducatienergia.it/staging/products_condensatorie.html Company makes no direct warranty with respect to the Equipment, all warranty obligations being that of the Manufacturer. Company agrees to correct any defect or defects in workmanship or materials which may develop under proper or normal use, by repair or by replacement of the defective part or equipment, at the Company’s option, F.O.B. Mississauga warehouse. Unless otherwise stated, the warranty period shall be one (1) year from date of shipment, for all Equipment. The accepting to this warranty period is: • Rosenberg External Rotor AC and EC Fan Motors The warranty period for this Equipment is (2) years from date of shipment.

ORDER ACCEPTANCE: All purchase orders are subject to acceptance by Company’s management and credit approval. No order will be shipped if account is past due.

CANCELLATIONS, CHANGES, ALTERATIONS: Company reserves the right to seek terms that provide indemnity for any loss, including expenses incurred and commitments made, which respect to a change in the Buyer’s purchase order.

SHIPPING AND DELIVERY: 1. Company will attempt to meet the shipment date provided on the order confirmation, but does not guarantee to do so. 2. All orders are accepted subject to delay caused by war, riots, civil commotion, fire labour disputes, restrictions of any government agency, or other restrictions beyond the Company’s control. 3. Company will not be held responsible for consequential or incidental damages arising from any delays in delivery. 4. Claims for shipment shortages or damages must be reported immediately upon receipt of materials.

RETURN GOODS POLICY: 1. Special Orders, non-stock and obsolete materials are not returnable under any circumstances. 2. Collect shipments of returned materials will not be accepted, unless authorized by the Company. 3. Materials returned without a Return Goods Authorization (RGA) number will not be accepted. 4. At its discretion, Company may issue an RGA number after receiving a completed Request for RGA Form, provided by the Company. 5. Returned materials are subject to a restocking charge to cover the cost of processing, inspection and repackaging. 6. All materials assigned a RGA number must be properly packaged and shipped via the Carrier designated by the Company. 7. RGA number must be clearly visible of the outside of packaging.