1. Definitions

“Seller” means Polyalto, a division of Polymershapes Distribution Canada Inc.; “Product” means any product sold by Seller; and “Buyer” means a party purchasing any Product from Seller.

2. Applicable Terms

All sales by Seller to Buyer, whether by written order, electronic, phone, or otherwise, are subject to the following:

If a formal Sales Agreement is in effect and applies to the sale, its terms prevail in case of conflict.

If no Sales Agreement exists, these Terms and Conditions along with the Product description and quantity in the accepted Buyer order form the complete contract.

Products are for Buyer’s use only. Resale is prohibited. Modifications to these Terms and Conditions require written agreement. If Buyer submits different terms and Seller does not respond, these Terms and Conditions will govern. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

3. Prices and Delivery

Prices are as stated in the applicable Sales Agreement, or else the confirmed Buyer order, or Seller’s price list at time of shipment.

Prices are EXW (Incoterms 2010). Payment is due in CAD within 30 days of invoice. Late payments bear interest at 18% annually or the maximum rate allowed by law. Buyer will reimburse Seller for collection/legal fees.

Risk transfers to Buyer when Products are handed to the first carrier, or upon exiting Canadian territory for exports. Delivery dates are estimates. Variance in quantity up to 10% is deemed fulfilled.

4. Title and Security Interest

Title remains with Seller until full payment is received. Buyer grants Seller a continuing security interest in the Products and proceeds. Buyer waives notice of any registration under applicable personal property security laws.

5. Limited Warranty

Seller warrants Products are unencumbered and conform to manufacturer’s specs or applicable certifications. Buyer must inspect upon receipt and notify Seller of defects/damage/shortage.

If a Product is found non-conforming within six months of shipment or before use (whichever is earlier), Seller may replace or refund. Returns require prior authorization. THIS WARRANTY APPLIES ONLY TO THE ORIGINAL PURCHASER AND IS NON-TRANSFERABLE. ALL OTHER WARRANTIES—EXPRESS, IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS—ARE DISCLAIMED.

6. Limitation of Claims

Beyond the above warranty, Seller is not liable for any damages—including direct, indirect, incidental, consequential, exemplary, lost profits, downtime, third-party claims, personal injury, or property damage—even if a remedy fails.

7. Advice and Other Services

Buyer acknowledges Seller does not control design, testing, or labeling of Buyer’s end-products. Buyer has independently tested suitability and will not rely on any statements, documents, or services provided by Seller.

8. Intellectual Property

Suggestions made by Seller do not confer licenses. If a Product infringes third-party IP in the jurisdiction of sale:

Seller will defend and indemnify Buyer’s reasonable defense costs.

Seller may procure rights or accept Product return and refund.

Seller has no responsibility if the infringement arises from Buyer specifications. Buyer must notify Seller promptly and assist fully.

9. Events Beyond Seller’s Control

Seller is not liable for failure to perform due to force majeure, governmental action, labor disputes, terrorism, fires, raw material shortages, or similar causes beyond its control.

10. Health and Safety Compliance

Seller will provide MSDSs. Buyer is responsible for understanding and communicating hazards, training employees, informing customers, and legally disposing of waste and packaging.

11. Export Control Compliance

Buyer agrees to comply with Canadian/U.S. export control laws and not use Products in WMD-related or restricted applications. Seller may refuse to sell/ship at any time.

12. Electronic Commerce

Passwords and access codes are confidential. Buyer is responsible for system security. Information may change without notice and is for purchasing only. Electronic invoices are valid.

13. Medical Applications

Products are not intended for permanent implantation (>29 days) or any application previously declined by Seller. Buyer agrees not to use Products in such applications.

14. General

Cancellations/returns require Seller’s approval and may incur restocking fees. No practice or prior agreement modifies these terms. Invalid terms do not affect others. Assignments require Seller’s written consent. Governed by Ontario law. Disputes fall under Ontario courts’ non-exclusive jurisdiction.

15. Choice of Language

The parties acknowledge this Agreement is in English.
Les parties reconnaissent avoir demandé que le présent contrat soit rédigé en anglais.

16. Counterparts

This Agreement may be signed in counterparts, each of which is an original. Digital copies and faxes are legally binding.

Revised: November 2016