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STANDARD TERMS AND CONDITIONS OF SALE

    These Standard Terms and Conditions of Sale (“Terms”) apply to all sales of products (“Goods”) by GreenShell Automotive Coatings Inc. (“Seller”) to any purchaser (“Buyer”), unless otherwise expressly agreed in writing by Seller. By placing an order, Buyer accepts these Terms in full.

    1. Orders and Acceptance

    1.1 All orders are subject to acceptance by Seller.

    1.2 Seller reserves the right to refuse, cancel, or limit any order at its discretion.

    1.3 Buyer is responsible for ensuring order accuracy, including product type, quantity, and specifications.

    2. Prices

    2.1 Prices are subject to change without notice and shall be those in effect at the time of shipment.

    2.2 Unless otherwise agreed, prices are exclusive of applicable taxes, duties, shipping, and handling charges.

    3. Payment Terms

    3.1 Standard terms are Net 10 days from end of month of the invoice date, unless otherwise agreed in writing.

    3.2 Late payments may incur interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law.

    3.3 Seller reserves the right to suspend delivery or cancel orders if payment is not made in accordance with these Terms.

    4. Delivery and Risk of Loss

    4.1 Delivery dates are estimates only and are not guaranteed. Seller shall not be liable for delays outside its reasonable control.

    4.2 Risk of loss or damage passes to Buyer upon delivery of Goods to the carrier.

    4.3 Buyer shall promptly inspect Goods upon receipt and notify Seller in writing of any shortages, damage, or defects within five (5) business days.

    5. Returns

    5.1 No Goods may be returned without Seller’s prior written authorization.

    5.2 Authorized returns must be shipped prepaid and in original condition.

    5.3 Special-order, custom-mixed, or tinted products are non-returnable.

    6. Warranty and Disclaimer

    6.1 Seller warrants that the Goods shall conform to the description on the invoice at the time of delivery.

    6.2 Except as expressly stated, Seller makes no other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.

    6.3 Seller shall not be liable for improper storage, handling, mixing, or application of the Goods by Buyer or third parties.

    7. Limitation of Liability

    7.1 Seller’s liability for any claim arising out of the sale of Goods shall not exceed the purchase price of the Goods giving rise to such claim.

    7.2 In no event shall Seller be liable for incidental, indirect, special, or consequential damages, including loss of profit, business, or goodwill.

    8. Compliance and Safety

    8.1 Buyer shall comply with all applicable laws, regulations, and industry standards in relation to the storage, handling, and use of the Goods.

    8.2 Buyer is responsible for reviewing and following all Safety Data Sheets (SDS) provided with Goods.

    8.3 Buyer acknowledges that certain Goods may contain hazardous substances and agrees to store and handle such Goods safely and in compliance with applicable laws.

    9. Force Majeure

    Seller shall not be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to natural disasters, labor disputes, supply shortages, equipment failure, or transportation delays.

    10. Governing Law and Jurisdiction

    These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Buyer submits to the exclusive jurisdiction of the courts of Ontario.

    11. Entire Agreement

    These Terms constitute the entire agreement between Seller and Buyer regarding the sale of Goods and supersede all prior or contemporaneous communications, representations, or agreements.

    12. Additional Conditions (Applicable to Automotive Coatings Industry)

    12.1 Color Matching – Buyer must verify all color matches with test panels before application. GreenShell is not liable for mismatched finishes once Goods have been applied.

    12.2 Hazardous Material Handling – Certain products may contain isocyanates, solvents, or other hazardous materials. Buyer agrees to handle, store, and use these products in strict accordance with SDS and workplace safety regulations.

    12.3 Retention of Title – Title to Goods remains with GreenShell until payment in full is received. Buyer shall hold Goods in trust and not encumber, resell, or use them until payment is made.

    12.4 Non-Catalyst Mixing – Buyer acknowledges that Seller does not supply pre-catalyzed materials and is not responsible for improper catalyst ratios mixed by Buyer.