Terms and Conditions of Sale

1. PRICES
   Prices are valid only at the time they are made and are available for immediate acceptance only. Prices are subject to change without notice. All goods purchased will be billed at the Seller’s prices in effect on the shipping date. The Buyer is to accept the Seller’s certification of the applicable prices. Material in stock is offered subject to prior sale. Accounts affected by clerical errors are subject to subsequent adjustment.



2. TAXES
   Sales taxes, where applicable, will be charged at the rate in effect at the time of shipment. Prices of goods purchased are exclusive of all local, provincial or federal taxes, including, without limiting the generality of the foregoing, goods and services taxes, harmonized sales taxes and taxes on manufacture, sales, receipt, gross income, occupation, use and similar taxes. All applicable taxes will be paid by the Buyer.



3. TERMS OF PAYMENT
   Time for payment, including payments for shipments by way of partial fulfillment of an order, is to be calculated from the date of the invoice for each shipment. In the event that the Buyer is in breach of the terms of payment relating to any shipment, the Seller’s obligation to the Buyer to make any further shipments by way of fulfillment of any unfulfilled order of the Buyer is suspended until such time as the Seller, in its absolute discretion, is satisfied with respect to both any such breaches and the Buyer’s future credit worthiness. Phoenix holds title to all products until full payment has been made.
   
   Where the price of materials, equipment, or energy, including but not limited to the price of copper, increases significantly during the term of the contract through no fault of the Seller, the contract sum shall be equitably adjusted upon written notification of same being provided to the Buyer by the Seller. A significant price increase means a change in price from the date of the order to the date of delivery by an amount exceeding ten (10) percent. Such price increases shall be documented by such documents as vendor quotes, invoices, catalogs, receipts or other documents of commercial use.



4. SHIPPING DETAILS
   
   1. Prices quoted are F.O.B. point of origin.
   2. If freight is provided at the Seller’s cost, the Seller reserves the right to select the carrier and the unloading of material at the point of destination shall be the sole responsibility of the Buyer.
   3. The Seller’s responsibility for any and all shipped goods ends when the transportation company receives the material from the Seller in good condition. The shipment must be checked by the Buyer, or the Buyer’s agents, upon receipt, for any damage which may have occurred during transportation, and any related claim for alleged damage incurred during transportation must be made against the transportation company immediately, and not against the Seller. The Buyer hereby releases the Seller from any such claim.
   4. Accordingly, the Seller assumes no responsibility whatsoever for damaged goods, once the goods have been received by the Buyer, the Buyer’s transportation company and/or the Buyer’s agents, regardless of whether the carrier is selected by the Buyer or the Seller.



5. DELIVERY
   Estimates as to shipping dates are based upon conditions when quoting on or accepting an order and cannot be guaranteed.
   
   Where the delivery of goods, including but not limited to goods containing copper, is delayed through no fault of the Seller, the Buyer shall not hold the Seller liable for costs associated with such delay.



6. RETURNED GOODS
   Goods returned in accordance with these Terms and Conditions are subject to credit only. Refunds will not be provided in any circumstances.
   
   With the exception of returnable reels, lags and similar containers, no credit will be allowed for goods returned without prior authorization. Any goods returned are subject to a handling charge. Product manufactured, customized or modified by the Seller may not be returned for credit. Custom-made product may not be returned for credit.



7. REELS, LAGS AND OTHER CONTAINERS
   Credit will be provided in respect of returned reels, lags and other like containers subject to the following terms:
   1. the invoice number of the original charge must be noted; and
   2. the reels, lags and other like containers are returned to the Seller in good condition;
   3. the Seller shall incur no transportation costs with respect to the return of any such containers. All such Transportation shall be pre-paid by the Buyer;
   4. Reels, lags and other like containers must be returned within twelve months of the invoice date.
   The Seller reserves the right to assess any damage and late return charges. No cash discount may be taken against the purchase of reels, lags or other like containers.



8. WARRANTY
   If any material distributed by us contains a manufacturer’s defect, the warranty as supplied by the manufacturer shall apply, and any claim by the Buyer must be made against the manufacturer and not against the Seller.
   
   In no circumstances can the Buyer claim expenses incurred as a result of installation or use. No other express or implied warranties shall apply to the goods sold. In the event that the Seller mistakenly ships the wrong goods to the Buyer, the Buyer will return any such goods to the Seller, and the Seller will replace the material at the Seller’s expense. The Buyer shall, in all respects, ensure that goods purchased from the Seller are suitable for their intended purpose. The Seller shall not be liable for any damages whatsoever, whether general, special, exemplary, punitive or consequential in nature, arising from any unsuitability of the goods sold hereunder to be used for any purpose whatsoever. Furthermore, in the event that the Seller does not have in its inventory goods of the type specified by the Buyer, and alternative goods are selected by the Buyer from the Seller, the Buyer assumes all liability with respect to the suitability of such alternative goods for their intended use. Such alternatively selected goods may not be returned, nor credit given by the Seller, in the event that such product is unsuitable for any purpose whatsoever.



9. FORCE MAJEURE
   The Seller shall not be responsible for any loss or damage due to delay in delivery caused by fires, floods, storms, accidents, riots, acts of God, war, invasion, sabotage, civil disturbance, demonstration, rebellion, revolution, terrorism, criminal activity, blockade, boycott, embargo, lockout, governmental interference, strikes, labor difficulties, job action, shortages of labor, fuel, power, materials or supplies, or any other causes beyond our reasonable control, or judicial or administrative action, whether by way of judgment, order, declaration, ruling, finding or injunction.



10. CREDIT AND PAYMENT TERMS
    Subject to the approval of our credit department, our terms of payment are net 30 days. Any overdue account shall be subject to interest chargeable at the rate of 2% per month or 24% per annum.



11. CANCELLATION
    Once an order has been accepted by the Seller, it may not be cancelled or varied without the written consent of the Seller, and upon such conditions as the Seller, in its sole discretion, may authorize.



12. TOLERANCES
    All products are provided subject to a tolerance of plus/minus 10%. No goods may returned, nor credit given, in respect of product within the aforementioned tolerances. Reel sizes and package quantities are not guaranteed, unless otherwise agreed to in writing by the Seller.



13. ENTIRE AGREEMENT
    This contract contains the full and entire agreement between the parties. There are no agreements, conditions, representations, warranties, or otherwise, except as are contained herein. No course of prior dealings between the parties and no usage of trade shall be relevant, or admissible, to supplement, explain or vary any provision hereof. Moreover, no general contract, specification, drawing, or other item shall be incorporated into or made a part of the Contract or binding on the Seller unless it is agreed to in writing by the Seller.



14. LAW OF CONTRACT
    The terms and provisions of this Contract shall be construed and enforced in accordance with the laws of the Province of Ontario, and any action arising out of or related to this Contract shall be brought in the Province of Ontario, and not elsewhere.