Prices

Seller will sell products to Buyer at the prices listed on Buyer's then-current applicable price list, which may be changed from time to time with or without notice. From time to time, Seller may offer promotional pricing on certain products. Price adjustments (price protection) shall not be provided on orders made prior to or following promotional or pricing changes. Prices do not include any municipal, state or federal sales, use, excise, value added or similar taxes. Consequently, in addition to prices specified, the amount of any present or future sales, use, excise, VAT, GST, duties or other similar tax that may be imposed shall be paid by Buyer, or in lieu thereof Buyer will provide Seller with a tax exemption certificate acceptable to the taxing authorities. If applicable, Buyer shall pay all taxes, fees, levies, duties and other payments required in connection with the importation, distribution and sale of products, including any associated income tax liability. If the Seller is required to remit any such taxes to any taxing authority, Buyer shall promptly reimburse the Seller for such taxes. The Buyer is free to establish its own pricing for the products but shall be subject to any pricing or advertising policies of the Seller (including minimum advertised pricing, where applicable).

Purchase Orders

Orders for Seller's products shall be initiated by purchase orders made in person, on the phone, via email or through Seller's eCommerce websites (each a “Purchase Order”). These Terms may in some instances differ with those affixed to Buyer's Purchase Order or other documents, and any additional terms or terms conflicting with these Terms will not apply and are expressly rejected unless specifically set forth in a separate written agreement between the parties. Acceptance of Buyer's purchase order is expressly conditioned upon Buyer's acceptance of these Terms, which shall be established by written or electronic acknowledgment, by implication, or by receipt, acceptance or payment for products ordered. Seller's failure to object to any terms from Buyer shall not be deemed a waiver of these Terms. Any changes to these Terms must be agreed to in writing and signed by an officer of Seller before becoming binding. Seller shall have the right to accept or reject, in its sole discretion for any or no reason, any Purchase Order.

Promise to Pay and Late Charge on Past Due Amounts

Buyer agrees to make all payments pursuant to the payment terms specified in the invoice, agreement or other notice that Seller provides to Buyer. If Seller does not receive payment by the payment due date, the entire outstanding balance of all open invoices on Buyer's account shall become immediately due and payable. Buyer agrees to pay Seller a late charge in the amount of 1.5% (or the maximum rate permitted by law if less) of the delinquent amount remaining on the entire outstanding balance of all invoices on the first payment due date after Buyer's failure to pay and monthly thereafter. Buyer agrees to pay all costs of collection on outstanding amounts, including agency and attorney's fees, whether incurred in or out of court, on appeal, in arbitration, in bankruptcy court, or in any insolvency proceedings. Seller's extension of credit is subject to Buyer maintaining its current credit standing. Credit memos must be used on outstanding balances or future purchases. In the event Buyer's account with Seller is dormant for more than 3 months and has a credit balance, Seller may apply such balance against any future purchases at any time at Seller's discretion until such credit balance is used in full. For accounts past due longer than 90 days with open credits, Seller may apply such credits against any debit balance which has remained open for 90 days or more.

Invoice Disputes

All invoice disputes must be submitted to Seller in writing within 30 days following the date of such invoice. Thereafter, and absent written notice prior to the expiration of 30 days from the invoice date, Buyer waives its right to dispute the validity, existence or amount of such invoice. Stenographic and clerical error and omissions in the invoice are subject to correction.

C.O.D. Purchases; Purchases on Credit; Failure to Pay

All freight charges shall be for Buyer's account on C.O.D. purchases whether Products are accepted or not. With respect to purchases by Buyer on credit, Seller reserves the right at any time to revoke credit extended to Buyer because of Buyer's failure to pay for Products when due and in such cases all subsequent shipments shall be paid for on delivery. Seller may also revoke credit for any reason deemed good and sufficient by Seller, including in cases where Seller maintains a reasonable suspicion that a Purchase Order is fraudulent or is being made in violation of Seller's policies, or if cases of errors, including data entry, technological, or computational causes, made by Seller that resulted in incorrect pricing being quoted.

Security Interest

As continuing security for the balance owed Buyer to Seller for the purchase of Products sold, Buyer grants to Seller a continuing, specific and fixed purchase money security interest (and in Quebec, a movable hypothec for an amount equal to $200,000) in and to all products sold to Buyer by Seller now or in the future and all Proceeds (as defined in the applicable Uniform Commercial Code). Buyer shall execute, at Seller's request, other documents as may be necessary to further evidence, perfect or amend such security interest. Upon any default by the Buyer in performing any of its obligations under this Terms, Seller may exercise all remedies available to it under applicable law. Buyer authorizes Seller to file any document or UCC financing statement to secure and perfect its interest without Buyer's consent and in Canada, consents to the filing by Seller of any financing statement deemed necessary or desirable by Seller under applicable personal property security legislation.