TERMS AND CONDITIONS

All products are covered by the following Terms and Conditions, except where products may require specific Terms and Conditions. Maple Tools reserves the right to change and amend this policy as business conditions warrant. Maple Tools is not responsible for typographical errors that may appear on this page. These Terms and Conditions shall apply to the agreement resulting from Buyer’s acceptance (as defined in Article 1 below) of Maple Tools’ Quotation and or Delivery, hereinafter referred to as “the Agreement.” The products, machinery and equipment of the description and quantity stated in the Quotation are referred to hereinafter as “the Goods.” The term “the Goods” also refers to any single item of such Goods, any part of any Goods and any repair or replacement Goods or part thereof. PURCHASE OF ANY GOODS FROM Maple Tools SHALL BE SUBJECT TO THESE TERMS AND CONDITIONS.

Buyer’s acceptance or purchase order must be received by Maple Tools in writing. Any terms or conditions appearing in Buyer’s purchase order or acceptance either in addition to the terms and conditions herein set forth or modifying such terms and conditions shall not be a part of the Agreement and shall be of no effect unless specifically accepted in writing by an authorized representative of Maple Tools. If a purchase order or other correspondence submitted by Buyer contains terms or conditions contrary to or in addition to the terms and conditions contained herein, Maple Tools’ fulfillment of any such purchase order shall not be construed as acceptance of any terms and conditions proposed by Buyer, and will not constitute a waiver by Maple Tools of any terms or conditions contained herein or in Maple Tools’ acknowledgement. In any event, delivery by Maple Tools and acceptance by Buyer of any Goods shall constitute acceptance by Buyer of Maple Tools’ Quotation and Maple Tools’ terms and conditions. The Goods as stated in the Maple Tools’ Quotation are subject to prior sale unless a different expiration date is confirmed in writing by Maple Tools. Acceptance or shipment of any order by Maple Tools is subject to final approval by the Maple Tools Credit Department.

Maple Tools accepts checks, money orders, bank to bank wires, Visa, MasterCard. For Buyers with an established Maple Tools line of credit, payment terms are net thirty (30) days from the date of invoice. All terms or credit limits extended by Maple Tools to Buyer and the limits of such credit, is at Maple Tools’ sole discretion, and may be reduced or revoked by Maple Tools at any time, for any reason without notice. Maple Tools reserves the right to charge a penalty fee of 2% per month applied against undisputed overdue amounts, or the maximum rate permitted by law, whichever is less. Late penalties will be calculated every 30 days thereafter based on the Buyer’s current outstanding balance. Each shipment shall be considered a separate and independent transaction and payment for each shipment shall be subject to Maple Tools’ payment terms. Export orders are subject to special export payment terms and conditions (See Article 23). All payments must be made in Canadian dollars. Maple Tools shall have the right of set-off and deduction for any sums owed by Buyer to Maple Tools. Maple Tools reserves the right to assess a non-sufficient funds (NSF) fee in the amount of $35 for each returned check, regardless of the amount of the check or the reason it was returned. It is the responsibility of Buyer to ensure payments are authorized and approved on time to ensure receipt of payment no later than the due date; in no case shall Maple Tools be responsible for ensuring such authorization or approval. Buyer failure to supply adequate assurance of full performance to Maple Tools within a reasonable time after requested by Maple Tools (such time as specified in Maple Tools’ request), Maple Tools may hold orders/shipments until such payment or compliance is made, pre-payment required in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order. Buyer agrees to assume responsibility for, and Buyer hereby unconditionally guarantees payment of, as provided herein, all purchases made by Buyer, its subsidiaries and affiliates. Each of Buyer’s subsidiaries and affiliates purchasing from Maple Tools will be jointly and severally liable for purchases with Buyer, and Buyer is also acting as agent for such subsidiaries and affiliates. Accounts in good standing order(s) will ship immediately. Accounts that are delinquent will be put on credit hold, and the products will not ship until account is reviewed by Maple Tools Credit Department. Any arrangements made outside of the terms should be in writing and signed by both the applicant and the creditor.

Buyer agrees that any credit balance(s) issued by Maple Tools will be applied to Buyer’s account within one (1) year of its issuance. IF BUYER HAS NOT REQUESTED THE CREDIT BALANCE WITHIN ONE (1) YEAR, ANY REMAINING CREDIT BALANCE WILL BE CANCELLED, AND Maple Tools SHALL HAVE NO FURTHER LIABILITY. Maple Tools WILL BE UNABLE TO REFUND ANY CREDIT MEMO ON AN ACCOUNT WITH AN OUTSTANDING BALANCE.

Prices are subject to change without notice unless confirmed in writing by Maple Tools in the Order Confirmation. The amount of any present or future sales, use, excise, privilege, occupation, property or similar tax applicable to the manufacture, transfer, sale, use or other disposition of the Goods (other than taxes on the income of Maple Tools) is excluded from the sale price and shall be paid by the Buyer. If any such taxes are imposed upon, or required to be collected by Maple Tools, Buyer shall promptly pay Maple Tools the amount thereof within ten (10) days of receipt of an appropriate invoice therefore. Prices are subject to change at any time by Maple Tools in the event of any change in the Buyer’s requirements or the Terms and Conditions of Maple Tools’ Quotation. The prices quoted by Maple Tools do not include the cost of insurance for any liability disclaimed or limited in these Terms and Conditions.

Duties, and Import Fees Maple Tools is required to charge federal, state, local tax, applicable duties, and import fees on products, or Buyer must provide a valid tax exemption certificate. Buyer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and expenses as may be applicable. When placing an order, Buyer shall indicate which products are tax exempt.

All product order cancellations must be approved by Maple Tools and may be subject to restocking fees and other charges.

Nun-stock items are considered as special order. Nun-stock products are priced according to current market conditions on a per order basis, and are shipped FOB origin with freight and handling fee paid by Maple Tools and charged to Buyer. Any charges for Other Freight Services are paid by Buyer. Custom products require a 50% down-payment by the Buyer. Maple Tools’ LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER WILL BE BUYER’S SOLE REMEDY. All Sourced Products are sold on a “FINAL SALE” basis only, and no cancellations, returns, refunds or credits are allowed. Sourced and/or Special-Order product may be subject to advance deposits, prepayments, or other nonstandard payment terms. At its discretion, Maple Tools may require non-cancelable purchase orders for any sourced or special order requests.

All Test Tools must be ordered under a GUARANTEED TRIAL ORDER. All Test Tool requests are subject to an authorization. All test Orders must include a note of reference to the ‘GTO’ nature of the request. This designation must appear on the front page of the Purchase Order and /or within the Purchase Order itself. The order must show end-user customers name in the notation and /or in the drop ship special instructions. Orders will be billed as a normal order, with standard FOB point and payment terms. (30-day maximum) Credit for tools on failed tests will only be given upon:

The receipt of Returned Merchandise Authorization (RMA) accompanied by
A valid & completed test report and
The broken tool(s). This test report must explain all application conditions as well as the mode of failure.

Credit WILL NOT be given for outbound freight. Returned Merchandise Authorization (RMA) will not be issued after 30-days from the invoice of the “GTO” order.

Standard Freight Policy: Prices stated are FOB origin, freight prepaid to destination specified in the order. Maple Tools charges a shipping and handling fee, (which includes internal handling and related costs), on each order which is applied at time of order and reflected on Buyer’s invoice. Receipts for shipping and handling charges will not be furnished. Dates of delivery are determined from the date of Maple Tools’ acceptance of any order or orders by Buyer and are estimates of approximate dates of delivery, not a guarantee of a particular day of delivery. Title and risk of loss shall pass to the Buyer upon delivery of the Goods by Maple Tools to the carrier. Short shipment claims must be within 30 days from date of shipment by the Buyer.

Damaged or Lost Shipments: In the event of damaged or lost shipments: (a) If Buyer requested freight charges via collect or third-party freight, Buyer is responsible for filing claim with carrier. Maple Tools is not liable for merchandise damaged or lost by carrier; (b) If Maple Tools paid pre-paid or no charge freight, receiver of Goods must have the driver note the damage or shortage on the freight bill. Buyer must notify Maple Tools within 5 business days with pictures and explanation of damages. Keep damaged product and packaging until you are advised to dispose by Maple Tools. Maple Tools does not recommend shipping products over 70lbs via UPS or FedEx Ground. Buyers choosing UPS or FedEx Ground as their carrier for Maple Tools products over 70 lbs. must sign a shipping waiver or ship collect or third party billing, and are responsible for filing claim with carrier in the event of damage or loss. (Shipping waiver provided by Maple Tools upon request).

Buyer must obtain a Returned Merchandise Authorization (RMA) from Maple Tools prior to return. Contact Maple Tools at +1-905- 564-1002 or info@mapletools.ca. Products must be returned in original packaging, unused, undamaged and in saleable condition within 14 days after the date of shipment for a 15% restocking fee, unless otherwise indicated. Depending on circumstances, an additional repackaging fee of 10% may apply. If a new order of equal or greater value is placed before or at the time of the return request, Maple Tools may elect to waive restocking fees at Maple Tools’ discretion. Proof of purchase is required in all cases, and Buyer is responsible for return freight and new freight charges on any replacement order. For Warranty claims see Article 12.

Unauthorized Returns: Unauthorized returns with no RMA and no paperwork will not be processed, and no credit is due to customer. Such returns are subject to be returned to Buyer with all freight charges the responsibility of the Buyer.

Returns due to Maple Tools Error: A return request due to Maple Tools error must be made within 14 days from date of shipment and an RMA must be obtained. No restocking charge applies and Seller will pay for return shipping.

Until payment is received in full for Goods sold and/or delivered on consignment, Maple Tools shall retain security interest in the Goods hereunder and in the proceeds thereof and the Buyer hereby authorizes Maple Tools to execute on Buyer’s behalf a standard financing statement setting forth Maple Tools’ security interest to be filed under the applicable filing provisions of the Uniform Commercial Code of the State in which the Goods are located. Upon Maple Tools’ request, Buyer shall promptly execute such financing statement

Warranty Product Return: Buyer must obtain a Returned Merchandise Authorization (RMA) from Maple Tools prior to return. Contact Maple Tools at +1-905-564-1002 or info@mapletools.ca. Proof of purchase is required in all cases. Ex. Original order number, Maple Tolls Item ID and a description of the potential defective items. Once approved, Maple Tools will issue an (RMA) that includes shipping instructions (Maple Tools will be responsible for the returned freight). Upon receipt of the defective product, Maple Tools will provide the Buyer with a completed inspection report. Cases of a confirmed claim, Buyer will receive full credit (for product and original shipping charges) or an item replacement with free shipment equal to the amount on the original order. Cases of au un-confirmed claim, Buyer will be charged for the returned freight and no credit will be issued. Buyer shall decide the disposition of the returned products.

Limited Warranty Policy: Maple Tools warrants products against defects in materials and workmanship under normal use for a period of 6 months for Work Holders, Tooling and Work holding products after the date of purchase from Maple Tools, unless otherwise stated. Provided that Maple Tools accepts the product for return during the Limited Warranty period, Maple Tools may, at its option: (i) repair; (ii) replace; (iii) refund the amount paid by Buyer or (iv) invoice the buyer for the returned freight if after inspection it is deemed the product is not covered under Maple Tools’ warranty policy. Maple Tools’ repair, replacement, or refund of amounts paid by Buyer for the product, shall be Buyer’s sole and exclusive remedy. Warranty Disclaimer: No warranty or affirmation of fact, express or implied, other than as set forth in the Limited Warranty statement above, is made or authorized by Maple Tools. Maple Tools disclaims any liability for claims arising out of product misuse, improper product selection, improper installation, product modification, mis-repair or misapplication. Maple Tools expressly disclaims any warranty that the products: (i) are merchantable (ii) fit for a particular purpose; or (iii) do not and will not infringe upon other’s intellectual property rights.

Warranty Limitation of Liability: Maple Tools expressly disclaims any liability for consequential, incidental, special, exemplary, or punitive damages. Maple Tools’ liability in all circumstances is limited to, and shall not exceed, the purchase price paid for the product that gives rise to any liability.

Maple Tools’ total liability to Buyer for all claims of any kind, whether based on contract, tort (including negligence) or otherwise, for any loss or damage arising out of, connected with or resulting from, the performance or breach of the Agreement shall in no case exceed the total price paid by Buyer for the Goods sold under the Agreement. In all cases where Buyer’s claim involves defective Goods or damage resulting therefrom, Buyer’s exclusive remedies and Maple Tools’ sole liability whether based upon contract tort (including negligence) or otherwise shall be as specifically provided in Article 13. Maple Tools’ liability for any claims arising out of connected with or resulting from the performance or breach of the Agreement other than those claims covered by the preceding sentence shall be limited to specifically identified written claims as to which Buyer has given Maple Tools notice prior to the expiration of the warranty period set forth for bringing claims under the warranties therein contained. In applying the monetary limitation of Maple Tools’ total liability any damages paid to Buyer by Maple Tools as well as any costs incurred (as determined in accordance with Maple Tools’ normal accounting practices) and settlements made by Maple Tools under Article 13 or any other provision of the Agreement shall be credited against Maple Tools’ total liability to Buyer. In no event, whether as a result of breach of contract, tort liability (including negligence) or otherwise, shall Maple Tools be liable to Buyer for any special, indirect, incidental or consequential damages of any nature, including, but not limited to, any such losses or damages caused by reason of unavailability of, or defects in the Goods or any manual or instruction sheet, or by reason of unavailability of any plant or equipment with which they are to be used including, but not limited to, loss of profits or revenue, inventory or use charges, cost of purchased or replacement equipment or machinery, cost of capital or claims of customers. In no event shall Maple Tools be liable to Buyer for any damage to or loss of Goods during shipment or for any damages incurred by Buyer as a result of such damage or loss. The provisions of this Article and of other Articles of these Terms and Conditions providing for limitation of or protection against liability of Maple Tools shall also protect its Suppliers and shall apply to the fullest extent permitted by law and regardless of fault and shall survive either termination or Cancellation pursuant to these Terms and Conditions as well as the completion of the undertakings hereunder. As used herein the term “Supplier” means any Maple Tools, subcontractor or other person who supplies materials, equipment, labor, information or services to Maple Tools in connection with furnishing the Goods or any manual or instruction sheet. The provisions of this Article shall apply notwithstanding any other provisions in these Terms and Conditions. The provisions of these Terms and Conditions providing for limitations of and protection against Maple Tools’ liability shall apply to and be deemed incorporated (without any further reference thereto) in any separate orders or contracts between the parties for spare, renewal or replacement parts for the Goods furnished by Maple Tools hereunder.

Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. Maple Tools does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does Maple Tools accept responsibility for construction, installation and/or use of a product. It is the Buyer’s responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.

Buyer shall use and shall require its employees to use all safety devices, guards, and proper safe operating procedures as set forth in manuals and instruction sheets furnished by Maple Tools. Buyer shall not remove or modify any such device or warning sign. Buyer is solely responsible for operating or using the Goods in compliance with applicable safety and environmental laws and regulations. Buyer agrees to indemnify and save Maple Tools harmless from any claims for loss or damage to persons or property suffered or incurred directly or indirectly in connection with the operation of the Goods or resulting from or related to Buyer’s failure to strictly observe each of its obligations pursuant to this Article. Buyer is solely responsible for operating or using the Goods in compliance with applicable safety and environmental laws and regulations. Buyer shall notify Maple Tools promptly and in any event within 10 days of any accident or malfunction involving the Goods which results in personal injury or damage to property and shall cooperate fully with Maple Tools in investigating and determining the cause of such accident or malfunction. In the event that Buyer fails to give such notice to Maple Tools and so cooperate, Buyer agrees to indemnify and save Maple Tools harmless from any claims arising from such accident or malfunction.

Buyer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights reserved by Maple Tools, or any trademarks or service marks owned by suppliers to Maple Tools. All materials contained on the www.mapletool.ca website are subject to the ownership rights of Maple Tools and its suppliers. Buyer shall have no right to copy or use any of the intellectual property of Maple Tools or its suppliers without Maple Tools’ permission.

Maple Tools reserves the right to update publishing errors in its catalogs, website or any other marketing collateral including but not limited to flyers, advertising, promotions, specification sheets and drawings. Product depictions in the catalog, websites or other marketing materials are for illustrative purposes only. Possession of, or access to, any Maple Tools catalog, literature or websites does not constitute the right to purchase products. IT IS EXPRESSLY UNDERSTOOD THAT MANUALS AND INSTRUCTION SHEETS ARE FURNISHED SOLELY FOR BUYER’S CONVENIENCE AND Maple Tools MAKES NO WARRANTY WHATEVER WITH RESPECT TO THE ADEQUACY OR ACCURACY OF ANY INFORMATION CONTAINED THEREIN. Specifications regarding tolerances, productivity, accuracy and other matter are descriptive, unless expressly stated as warranties. Maple Tools makes no warranty with respect to auxiliary equipment and components purchased from others and furnished by it, and such items are warranted only to the extent of the warranties of the original manufacturer or supplier. Any drawings or catalogs furnished with Maple Tools’ Quotation are submitted only to show the general style, arrangement and approximate dimensions of the Goods and are not binding on Maple Tools except as expressly so stated by Maple Tools. Buyer shall not incur any expense or perform any work in reliance on such drawings or catalogs except at Buyer’s sole risk and expense. Foundation or assembly drawings certified by Maple Tools will be furnished when required, after the acceptance of Maple Tools’ Quotation. All working drawings or other materials provided by Maple Tools are for informational purposes only and the specifications contained therein are not binding on Maple Tools except as expressly so stated by Maple Tools. Maple Tools reserves the right to make, at any time, changes in detail or design or construction of its products and to substitute other suitable materials. Any proposal, prints, brochures, drawings or other information furnished to Buyer by Maple Tools are intended for confidential use by the Buyer, shall remain the property of Maple Tools, and shall not be disclosed to others or otherwise used to Maple Tools’ detriment. At the request of Maple Tools, and in any event upon the expiration of Maple Tools’ Quotation, such prints, brochures, drawings and other information shall be returned to Maple Tools.

Products (and country of origin) may be substituted and may not be identical to catalog or website published descriptions and/or images.

Maple Tools shall not be liable for any expense, loss, damage or delay in, or impairment of, resulting in whole or in part from any force majeure event, including but not limited to Acts of God, (including delays or failures to act) of any civil or military authority, domestic or foreign, irrespective of whether valid, wars, insurrections, sabotage, acts of terrorism (whether actual or threatened), riots, embargoes, fires, storms, floods, accidents, strikes, work stoppages, major equipment breakdowns, shortages of cars, fuel, labor or material, laws, ordinances, rules and regulations of any government, domestic or foreign, whether valid or invalid (including, but not limited to, priorities, requisitions, and allocations), epidemics, quarantines, communication or power failures, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, acts of omission of the Buyer, or any other act or occurrence, whether similar or dissimilar to the above mentioned acts or occurrences, beyond Maple Tools’ reasonable control. If any such acts, omissions, or occurrences delay but not prevent, Maple Tools performance, the time for performance shall be extended for a period of time necessary to overcome the effect of the delay; provided that if the total time lost by reason of acts or omissions of Buyer exceed sixty (60) days, Maple Tools may, in addition to all other rights it may have, terminate the Agreement upon ten (10) days’ notice to Buyer. If due to any contingency described in this paragraph Maple Tools is unable to supply all Goods to be provided hereunder, Maple Tools shall have the right to allocate its available supply among its customers in a fair and equitable manner. In no event shall Maple Tools be obligated to purchase Goods or component parts thereof from sources other than its normal sources of supply in order to enable it to deliver Goods to Buyer hereunder. If any act or occurrence referred to herein affects the ability of any Maple Tools Suppliers to perform, the same shall be deemed to be an act so affecting Maple Tools.

(OSHA) Material Safety Data Sheets (“MSDS”) for OSHA defined hazardous substances are prepared and supplied by the manufacturers. Maple Tools MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY BUYER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE RECOMMENDATIONS IN ANY MSDS. BUYER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT

If any portion of these terms and conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.

The terms and conditions in: (i) Maple Tools’ forms; (ii) acknowledgments, (iii) quotations; (iv) invoices; (v) websites; (vi) catalogs; and (vii) extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between Buyer and Maple Tools.

IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I, EXPORT SALES OF Maple Tools PRODUCTS WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF Maple Tools PRODUCTS (“ADDITIONAL TERMS”). IN THE EVENT OF A CONFLICT BETWEEN Maple Tools’ STANDARD TERMS AND CONDITIONS AND THE ADDITIONAL TERMS, THE ADDITIONAL TERMS SHALL PREVAIL FOR EXPORT SALES OF Maple Tools PRODUCTS.

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