TERMS AND CONDITIONS OF SALE (LEGAL FORM)

1. Scope and Acceptance of Terms

All sales of goods by Dirty Dozer Parts Ltd. (“Seller”) to any purchaser (“Buyer”) are expressly conditioned upon and governed exclusively by these Terms and Conditions of Sale (the “Terms”). By purchasing, accepting delivery of, or paying for any goods, Buyer irrevocably agrees to be bound by these Terms. These Terms supersede any inconsistent or additional terms proposed by Buyer, whether oral, written, or contained in Buyer’s purchase order or other documentation.

2. Payment Terms

All purchases must be paid in full prior to shipment. Seller shall have no obligation to release, ship, or otherwise deliver any goods until payment has been received and verified. Seller reserves the right to refuse, delay, or cancel shipment for any unpaid or partially paid order.

3. Delivery; Transfer of Risk (FOB Terms)

All goods are sold FOB Seller’s facility or FOB the applicable third-party vendor, as designated by Seller. Title and all risk of loss, damage, theft, or destruction shall pass to Buyer immediately upon Seller’s or the vendor’s tender of the goods to the carrier, regardless of whether Seller arranges shipping on Buyer’s behalf.

4. Duties, Taxes, and Government Charges

Buyer shall be solely responsible for all duties, tariffs, customs fees, import charges, taxes, and any other governmental assessments arising from, or relating to, the sale, shipment, or delivery of the goods.

5. Use of Manufacturer Names and Identifiers

Any manufacturer names, trademarks, symbols, part numbers, or descriptions appearing in Seller’s materials are used solely for identification and reference purposes. Seller is not affiliated with, sponsored by, endorsed by, or acting as an agent of any manufacturer unless expressly stated in writing.

6. Inspection and Acceptance of Goods

Buyer shall have fourteen (14) days from the date of delivery to inspect all goods for conformity, condition, and completeness. Buyer shall notify Seller in writing of any alleged damage, shortage, defect, or nonconformity within this period.
Failure to provide such notice within fourteen (14) days shall constitute:

• (a) a full and irrevocable waiver of any and all claims relating to such goods;
• (b) Buyer’s unconditional acceptance of the goods; and
• (c) a conclusive acknowledgment that the sale is final and complete in all respects.

7. Return Policy

No goods may be returned without Seller’s prior written authorization. All authorized returns are subject to a minimum fifteen percent (15%) restocking fee. All return requests must be submitted within ten (10) days of delivery.

Refund eligibility shall be determined only after Seller’s inspection, evaluation, and/or testing of the returned goods. Refund processing may require up to sixty (60) days. Buyer is responsible for all return shipping costs.

Electrical components are non-returnable for any reason except for a verified manufacturer defect, and all such claims are strictly subject to manufacturer warranty review and approval.

8. Indemnification

Buyer shall defend, indemnify, and hold harmless Seller and its officers, employees, agents, affiliates, and representatives against any and all claims, costs, losses, liabilities, judgments, damages, penalties, and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising out of, relating to, or resulting from:

• (a) Buyer’s use, misuse, operation, maintenance, installation, or handling of the goods;
• (b) Buyer’s breach of these Terms; or
• (c) Buyer’s violation of applicable law.

9. Warranty Disclaimer

All goods are sold by Seller to Buyer STRICTLY “AS IS”.

Seller shall pass through to Buyer any third-party vendor warranties, if and to the extent they exist. Such warranties shall be rendered immediately void if the goods are opened, disassembled, tampered with, modified, altered, improperly installed, or otherwise handled without Seller’s prior written authorization.

SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF:

• MERCHANTABILITY,
• FITNESS FOR A PARTICULAR PURPOSE,
• NON-INFRINGEMENT,
• QUALITY OR PERFORMANCE, or
• CONFORMITY TO SPECIFICATIONS.

All such warranties are hereby expressly disclaimed to the fullest extent permitted by law.

10. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY:

• LOSS OF PROFITS,
• LOSS OF USE,
• LOSS OF BUSINESS,
• INTERRUPTION OF OPERATIONS,
• INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES,
• HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.

Seller’s maximum aggregate liability, whether in contract, tort, negligence, strict liability, or otherwise, shall not exceed the actual purchase price paid by Buyer for the specific goods giving rise to the claim.

Seller shall bear no liability for any damage, injury, or loss if, prior to such event, the goods were:

• (a) altered, modified, misused, damaged, or improperly installed; or
• (b) not maintained, inspected, or used in accordance with manufacturer instructions or applicable law.

11. Non-Reliance; No Additional Representations

Any oral or written statement, recommendation, specification, or representation made by Seller or any of its employees, agents, distributors, or representatives regarding the goods, their performance, or their delivery:

• (a) shall not constitute a representation or warranty of any kind;
• (b) shall not enlarge, modify, or supplement these Terms;
• (c) shall not be relied upon by Buyer or any third party; and
• (d) is expressly disclaimed as a basis for any bargain or agreement.

Buyer expressly acknowledges that it is not relying upon any statement or representation outside these Terms.

12. Entire Agreement; Amendments

These Terms constitute the entire and exclusive agreement between Seller and Buyer with respect to the sale of goods and supersede all prior or contemporaneous agreements, proposals, negotiations, and communications, whether oral or written.

No amendment, modification, or waiver shall be effective unless set forth in a writing signed by Seller.

13. Governing Law; Forum Selection; Jurisdiction; Attorneys’ Fees

These Terms, and any dispute arising out of or relating to the goods or the transaction, shall be governed by the laws of the Province of Alberta, without regard to conflict-of-law rules.

Any legal action relating to these Terms or the goods shall be brought exclusively in the provincial or federal courts located in Edmonton, AB. Buyer and Seller irrevocably consent to the exclusive personal jurisdiction of such courts and waive any objection to venue, including forum non conveniens.

The prevailing party in any action to enforce these Terms shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses.

14. No Waiver

No failure, delay, or omission by Seller in exercising any right or remedy shall constitute a waiver thereof. A single or partial exercise of any right or remedy shall not preclude any further or future exercise of any other right or remedy. All rights and remedies of Seller are cumulative.

15. Severability

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