TERMS AND CONDITIONS OF SALE

By placing an order with, accepting a quotation from, or accepting products or services supplied by Dynaflex Pipe Ltd. (“Dynaflex”), the buyer or customer (“Buyer”) acknowledges and agrees to the following Terms and Conditions of Sale. These Terms and Conditions shall apply to all quotations, purchase orders, sales orders, acknowledgements, invoices, products and services supplied by Dynaflex unless otherwise expressly agreed in writing by an authorized representative of Dynaflex.

1. PRICES, TAXES AND SHIPPING TERMS

All prices quoted by Dynaflex are subject to change as provided in these Terms and Conditions. Prices do not include applicable sales, use, excise, customs or other taxes, duties, tariffs, levies or governmental charges unless expressly stated otherwise. Any such amounts applicable to the sale, manufacture, export, import or delivery of the products shall be invoiced separately where applicable.

Unless otherwise expressly agreed in writing, all sales are F.O.B. Dynaflex’s point of shipment. Title and risk of loss or damage shall pass to Buyer upon delivery of the products to the carrier at the point of shipment.

Prices and freight allowances apply only to the specific products, quantities and delivery arrangements stated in Dynaflex’s quotation or sales order acknowledgement. Changes requested by Buyer after acceptance of an order may result in additional product, freight, handling, storage or other charges.

Dynaflex may make partial shipments and invoice Buyer separately for such shipments.

All weights, dimensions and quantities are subject to customary manufacturing tolerances unless otherwise expressly specified. Buyer shall provide, at its own expense, all labour, equipment and facilities necessary for unloading products at the delivery location.

2. ORDERS AND ACCEPTANCE

All purchase orders are subject to acceptance by Dynaflex. Acceptance of a purchase order does not constitute acceptance of any additional or different terms contained in Buyer’s purchase order or other documents unless expressly agreed to in writing by an authorized representative of Dynaflex.

Dynaflex’s quotation, order acknowledgement and these Terms and Conditions constitute the agreement between Dynaflex and Buyer with respect to the applicable sale.

Any modification to an accepted order must be approved in writing by Dynaflex and may be subject to additional charges or revised pricing and delivery dates.

3. DELIVERY

Production, completion and shipping dates are estimates only and shall not constitute guaranteed delivery dates unless expressly agreed to in writing by Dynaflex.

Dynaflex shall not be liable for any delay or failure in manufacture, shipment or delivery caused by circumstances beyond its reasonable control, including without limitation shortages or delays in raw materials, resin, energy, transportation or labour; carrier delays; severe weather; fire; flood; natural disaster; strike or labour disruption; governmental action; regulatory change; customs or border delays; embargoes; sanctions; import or export restrictions; tariffs or duties; or other events described under Section 11 (Force Majeure and Governmental Action).

Any delivery schedule affected by such circumstances may be reasonably extended by Dynaflex.

4. COMPLETED PRODUCTS, PICKUP AND STORAGE

Buyer shall arrange for pickup or accept delivery of completed products in accordance with the agreed delivery schedule.

Unless otherwise expressly agreed in writing, products must be picked up or accepted for delivery no later than thirty (30) days after Dynaflex notifies Buyer that production is complete and the products are available for shipment or pickup.

If Buyer fails or is unable to pick up or accept delivery of completed products within such thirty (30) day period, Dynaflex may, in its sole discretion:

(a) invoice Buyer for the completed products;

(b) charge Buyer storage, handling, relocation and other related costs;

(d) cancel or terminate the affected order, in whole or in part, without liability to Buyer.

Any storage or related charges may be determined by Dynaflex based on the quantity, dimensions and configuration of the products, space required, duration of storage, handling requirements, third-party storage costs and other associated expenses.

Dynaflex has limited storage capacity and does not undertake or guarantee to store completed products for Buyer. Payment of storage charges does not create any obligation on Dynaflex to continue storing the products.

Buyer’s failure to pick up or accept delivery of completed products shall not relieve Buyer of its payment obligations or any costs incurred by Dynaflex in connection with the order.

5. PAYMENT AND FINANCIAL CONDITION

Unless otherwise expressly agreed in writing, all Dynaflex invoices are due Net thirty (30) days from the invoice date.

Payment to Buyer by Buyer’s customer, contractor, owner or any other third party shall not be a condition precedent to Buyer’s obligation to pay Dynaflex. Retention or holdback is not permitted unless expressly agreed to in writing by Dynaflex.

Past-due balances may be charged interest at the rate of one and one-half percent (1.5%) per month, being eighteen percent (18%) per annum, or the maximum rate permitted by applicable law, whichever is less.

Buyer shall reimburse Dynaflex for reasonable costs incurred in collecting overdue amounts, including legal fees and collection costs to the extent permitted by applicable law.

If Dynaflex reasonably determines that Buyer’s financial condition or payment history does not justify the payment terms previously offered, Dynaflex may require advance payment, a deposit, security or other adequate assurance of payment before commencing or continuing production or shipment.

Dynaflex may suspend manufacture, shipment or performance under any order while Buyer is in default of any payment obligation to Dynaflex.

6. PRICE ADJUSTMENTS, TARIFFS, DUTIES AND CHANGES IN LAW

Prices are based upon the costs, tariffs, duties, governmental charges, trade measures, laws and regulations in effect or reasonably anticipated by Dynaflex at the time the quotation or order is accepted.

If, after the date of quotation or acceptance of an order and before final delivery or customs clearance of the products, any new or increased tariff, customs duty, surtax, retaliatory tariff, anti-dumping or countervailing duty, trade-remedy measure, border charge, governmental levy, import or export restriction, sanction, regulatory requirement, or other governmental action or change in applicable law directly or indirectly increases Dynaflex’s cost of manufacturing, supplying, exporting or delivering the products, Dynaflex may, upon written notice to Buyer and in its sole discretion:

(a) adjust the price of the affected products to reflect all or part of the increased cost;

(b) suspend manufacture, shipment or performance while the parties determine whether commercially reasonable alternative arrangements are available;

(d) cancel the affected order or any unperformed portion thereof without liability or penalty to Dynaflex.

Dynaflex shall not be required to manufacture, supply, export or deliver products where a new or increased tariff, duty, governmental charge, trade restriction or change in law would, in Dynaflex’s reasonable commercial judgment, materially alter the economics of the transaction or make performance commercially unreasonable.

Where reasonably practicable, Dynaflex will notify Buyer of the affected order and the proposed adjustment, suspension or cancellation.

Buyer shall remain responsible for products already manufactured, completed or shipped prior to cancellation unless otherwise agreed by Dynaflex in writing.

7. LIMITED WARRANTY

Dynaflex warrants that products manufactured or processed by Dynaflex will conform in all material respects to Dynaflex’s applicable published specifications and will be free from defects in material and workmanship, subject to the limitations contained herein.

Dynaflex’s sole obligation and Buyer’s exclusive remedy with respect to products determined by Dynaflex to be defective shall, at Dynaflex’s option, be:

(a) replacement or repair of the non-conforming products; or

(b) credit to Buyer’s account up to the invoiced amount of the affected products.

Products manufactured by third parties and distributed by Dynaflex are subject solely to the applicable manufacturer’s warranty, if any. Dynaflex’s obligation with respect to such products shall be limited to reasonably assisting Buyer in presenting a warranty claim to the manufacturer, and Dynaflex’s liability shall not exceed any adjustment accepted or provided by that manufacturer.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, DYNAFLEX MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. CLAIMS AND INSPECTION

Buyer shall inspect products promptly upon receipt.

Claims relating to shortages, shipment errors, visible damage, incorrect products or invoice discrepancies must be submitted to Dynaflex in writing within five (5) days after receipt of the products.

Claims for an alleged manufacturing defect must be submitted to Dynaflex in writing within five (5) days after discovery of the alleged defect and, in any event, within the applicable warranty period.

Buyer shall provide Dynaflex with a reasonable opportunity to inspect and investigate any claimed defect or non-conformity before the products are altered, repaired, replaced, installed or disposed of.

Products may not be returned without Dynaflex’s prior written authorization.

9. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, Dynaflex’s total liability arising out of or relating to any product, order, contract or service, whether based in contract, warranty, negligence, tort or otherwise, shall not exceed the amount invoiced by Dynaflex for the specific products or services giving rise to the claim.

In no event shall Dynaflex be liable for indirect, incidental, special, consequential, exemplary, liquidated or punitive damages, including without limitation loss of profits or revenue, loss of use, downtime, delay costs, labour or installation costs, removal or reinstallation costs, cost of substitute products or services, or claims made against Buyer by Buyer’s customers or other third parties.

Technical advice or assistance provided by Dynaflex outside the express requirements of an applicable written quotation shall not create additional liability or warranty.

10. PRODUCT SELECTION, APPLICATION AND BUYER RESPONSIBILITY

Buyer is responsible for determining the suitability of the products for Buyer’s intended application, operating conditions, installation method and project requirements.

Buyer shall comply with applicable product specifications, installation requirements, safety instructions, laws, regulations and industry standards.

Buyer shall indemnify and hold Dynaflex harmless from claims, liabilities, damages, losses and reasonable costs arising from improper selection, installation, application, alteration or misuse of products, or Buyer’s failure to follow applicable instructions or specifications, except to the extent caused by Dynaflex’s own breach of these Terms and Conditions.

Unless expressly approved by Dynaflex in writing, products are not intended for use in hazardous or critical applications where failure of a single component could reasonably be expected to cause substantial injury, loss of life, environmental contamination or substantial property damage.

11. FORCE MAJEURE AND GOVERNMENTAL ACTION

Dynaflex shall not be liable for any delay, interruption, increased cost or failure to perform caused directly or indirectly by circumstances beyond Dynaflex’s reasonable control, including without limitation acts of God; severe weather; flood; fire; wildfire; natural disaster; war; terrorism; civil disturbance; epidemic or pandemic; strike, lockout or labour shortage; shortages or disruptions in resin, raw materials, energy or utilities; transportation or carrier disruption; port, rail, border or customs delays; equipment failure not caused by Dynaflex’s negligence; cyber incidents; governmental orders or controls; changes in law or regulation; embargoes; sanctions; import or export restrictions; tariffs, duties, surtaxes or retaliatory trade measures; or inability to obtain necessary materials or transportation on commercially reasonable terms.

Upon the occurrence of any such event, Dynaflex may, to the extent reasonably affected by the event, extend delivery dates, allocate available production or products among customers, suspend performance, adjust pricing where permitted under these Terms and Conditions, or cancel the affected order or unperformed portion thereof without liability.

Nothing in this Section limits Dynaflex’s separate rights under Section 6 relating to tariffs, duties, trade measures and changes in law.

12. CANCELLATION AND RETURNED GOODS

Buyer may not cancel an accepted order without Dynaflex’s prior written consent.

If Dynaflex permits cancellation, Buyer shall be responsible for all costs incurred by Dynaflex in connection with the order up to the effective date of cancellation, including raw materials, production, labour, freight, handling and other committed costs, together with any applicable cancellation charge.

Custom-manufactured, special-order, processed or fabricated products are non-cancellable and non-returnable unless otherwise expressly authorized by Dynaflex in writing.

Authorized returns may be subject to inspection, freight costs, handling charges and a restocking fee determined by Dynaflex.

Nothing in this Section limits Dynaflex’s right to cancel an order pursuant to Sections 4, 6 or 11.

13. CUSTOMER-OWNED MATERIAL AND EQUIPMENT

Any material, equipment or other property belonging to Buyer and stored at Dynaflex’s premises before, during or after completion of Dynaflex’s work shall remain at Buyer’s risk.

Dynaflex shall not be liable for deterioration, damage or loss resulting from weather, atmospheric conditions, acts of God or other circumstances beyond Dynaflex’s reasonable control.

Dynaflex may charge reasonable storage and handling costs for Buyer-owned property remaining at Dynaflex’s premises after completion of the applicable work.

14. THIRD-PARTY PRODUCTS AND SERVICES

Where Dynaflex purchases products or services from a third party on behalf of Buyer, Dynaflex may charge an administration or coordination fee as disclosed in the applicable quotation or other written agreement.

Third-party products and services are subject to applicable manufacturer or supplier terms and warranties.

15. ASSIGNMENT

Buyer may not assign any of its rights or obligations under an order or agreement with Dynaflex without Dynaflex’s prior written consent.

16. GOVERNING LAW AND JURISDICTION

These Terms and Conditions and all transactions between Dynaflex and Buyer shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

Buyer irrevocably submits to the exclusive jurisdiction of the courts of the Province of Alberta with respect to any dispute arising out of or relating to the sale of products or services by Dynaflex.

17. GENERAL

These Terms and Conditions, together with Dynaflex’s applicable quotation and order acknowledgement, constitute the terms governing the applicable transaction unless otherwise expressly agreed in writing by an authorized representative of Dynaflex.

Any additional or inconsistent terms contained in Buyer’s purchase order, procurement portal, acknowledgement or other document are rejected and shall not modify these Terms and Conditions unless expressly accepted by Dynaflex in writing.

No waiver, amendment or modification of these Terms and Conditions shall be binding upon Dynaflex unless made in writing by an authorized representative of Dynaflex.

Failure by Dynaflex to enforce any provision on any occasion shall not constitute a waiver of that provision or of Dynaflex’s right to enforce it subsequently.

If any provision of these Terms and Conditions is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.