CORROLUX TERMS AND CONDITIONS OF SALE

1. APPLICATION OF THE GENERAL CONDITIONS OF SALE

1.1 The following terms and conditions govern the order by Customer (as defined herein) and the sale by CORROLUX (“Seller”) of any product available from CORROLUX (collectively called́ the “Product”). Certain additional terms and conditions may accompany the Product and will apply, but in the event of a conflict, the following terms and conditions will prevail.

1.2 By ordering the Product, either by placing an order by phone, or through the CORROLUX website( www.corrolux.com ), ein person or by any other means, whether or not a quotation has been made, the Client agrees that these general terms and conditions of sale (entitled “General Terms and Conditions of Sale”) govern the contract between CORROLUX and the Client and supersede any other terms and conditions that may be put forward by the Client. CORROLUX’s failure to object to the terms and conditions contained in any communication from the Client will not be deemed to be a waiver of the terms and conditions.

1.3 “Customer” means any person or entitý ordering products from CORROLUX.

1.4 These General Terms and Conditions of Sale supersede any terms and conditions previously printed on the Customer’s order forms and any other written or verbal representations or communications by either party relating to the General Terms and Conditions or the Product, and may not be amended by the Customer without prior written approval of CORROLUX.

2. QUOTES; ORDERS; PAYMENT TERMS

2.1 Subject to the terms and conditions contained in this section, any quotation provided by CORROLUX is valid for the period mentioned in the quotation. If no duration is indicated, such quotes are valid for 48 hours.

2.2 For an order to be valid, it must be accompanied by a valid payment of the full amount of the value of the Product and this payment must be made by a predetermined payment method acceptable to CORROLUX, regardless of whether such order was made online on the CORROLUX website ( www.corrolux.com ) or by a representative of CORROLUX.

2.3 CORROLUX reserves the right to cancel the order at its own discretion by refunding the amount paid by the Customer. CORROLUX cannot be held responsible by the Customer for the cancellation of this order.

2.4 Notwithstanding the foregoing, if the Customer receives an invoice from CORROLUX, such invoice must be paid within one month after the date on the invoice. Any unpaid amount will bear interest at the rate of 1.5% per month (19.56% per annum) from the date due.

3. PRODUCT AVAILABILITYS

3.1 The availability of products may be limited. Products ordered may not be available for immediate delivery. CORROLUX reserves the right, without obligation or prior notice, to change or discontinue the Products. If such a change or discontinuation of Products occurs, CORROLUX may, with the consent of the Customer, ship Products with similar functionality and characteristics as the ordered Products. Customer will then have the option to either reject or accept the substitute Product, which may be priced differently than the original Product.

4. SHIPPING POLICY

4.1 CORROLUX reserves the right to refuse to sell and/or deliver to certain places in the world. CORROLUX may not be able to ship its products to some remote areas. CORROLUX reserves the right to refuse or cancel orders for locations where CORROLUX does not have a commercially reasonable shipping option, and CORROLUX will not be held liable by Customer for the cancellation of such orders. In such a case, CORROLUX will refund the amounts alreadỳ paid by the Customer.

4.2 All CORROLUX products are delivered by truck in the Canadian provinces and in the United States according to the shipping costs specific to your region. Shipping and handling charges, when applicable, will appear separately on the invoice. Customer must pay all taxes (sales, use, harmonized, goods and services and other taxes) associated with its order. When applicable, a separate charge will appear on CORROLUX’s invoice for taxes and customs fees.

5. DELIVERY AND RISK OF LOSS OR DAMAGE

5.1 Title to the Product shall pass to Customer when the Product has been paid in fulĺ. The risk of loss passes to the Client when the goods leave the premises of CORROLUX.

5.2 Any delivery or shipping dates given by CORROLUX are only approximations and CORROLUX is not liable for any loss, damage, costs or expenses for any failure to deliver in accordance with the given delivery or shipping dates.

6. RETURNS

6.1 All sales are final, but subject to this returns policy.

6.2 All orders are final and not returnable.

6.3 Subject to the provisions below, if the Customer is dissatisfied with the Product, the Customer must notify CORROLUX within 14 days after the delivery date. Returns must be returned within 7 days of receipt of the return label, and the tracking number must be forwarded immediately to a CORROLUX representative via email. If the product is not shipped within the above time frame, or if the tracking number is not provided in time, the return request may be denied.

6.4 No Product may be returned without prior authorization from CORROLUX. The customer should contact a CORROLUX representative for these special cases. The Customer must provide all the required information, including a valid proof of purchase, his name, the model and serial number of the Product, a description of the problem and a photo to evaluate the Product.

6.5 Customer is responsible for the costs associated with the installation and de-installation. All charges will be deducted from the customer’s refund amount when all costs associated with the transaction have been calculated, including, but not limited to, scratches, cosmetic damage and any other damages.

6.6 When returning a Product, all shipping and insurance costs must be prepaid. The Customer is responsible for the shipping costs associated with the return of the merchandise. Such costs will not be refunded to the Customer, except when the Product is returned because it is deemed defective by CORROLUX.

6.7 All returned Products must be properly packaged to prevent damage during shipment. A description of the problem or damage and proof of purchase must be included with the return.

6.8 The Product must be received in near-new and resalable condition;

6.9 The Customer will be responsible for insuring the goods (at his own expense), as CORROLUX will not be liable for any damage or loss during shipment.

6.10 CANCELLATION OF ORDER

6.10.1 CORROLUX cannot be held responsible for the Customer’s intention to cancel an order after the financial transaction has been accepted.

7. LIMITED WARRANTY

7.1 CORROLUX PRODUCTS LIMITED WARRANTY

7.1.1 Within twelve (12) months Following the purchase of the Product (the “Warranty Period”), if the Customer has installed the Product in accordance with the installation guide provided with the Product and discovers a defect in materials or workmanship and notifies CORROLUX in writing during the Warranty Period, CORROLUX shall have the option to use reasonable commercial efforts to repair or replace the part (or portion) of the Product that CORROLUX finds to be defective in materials or workmanship or may refund the purchase price of the Product or replace the Product or a portion thereof. If the product is not repairable, the customer can receive a refurbished equivalent product or an equivalent replacement product or a gift certificate from CORROLUX, equivalent to the current value of the defective product for the purchase of a new product. If CORROLUX exchanges the covered material, the original product becomes the property of CORROLUX and the replacement product becomes your property; the product must be installed by the Customer in accordance with the installation guide; the latter will be covered for the remaining period of the original warranty.

7.1.2 For the warranty period beginning twelve (12) months following the purchase of the Product up to a maximum of twenty-four (24) months following the purchase of the Product, the warranty will cover parts only, excluding hardware, normal wear and tear items and shipping and handling charges. During this period, CORROLUX reserves the right to charge a Service Fee for any warranty claim to repair or replace the Covered Product with a new product or a product with equivalent performance and reliability to a new product. All replacement products provided under this warranty will provide at least equivalent functionality to the original Product. If CORROLUX exchanges the covered material, the original product becomes the property of CORROLUX and the replacement product becomes your property and will be covered for the remaining period of the original warranty. Replaced products with 12 months or less of original warranty coverage remaining will be covered by a 12-month limited warranty, beginning on the date of replacement.

7.1.3 Warranty is void:
a) if the damage is the result of accident, abuse, impact, alteration, unauthorized use, force majeure;
b) if repairs, modifications or alterations have been made by a person not authorized by CORROLUX;
It is the Customer’s responsibility to keep the equipment in good condition and to use only CORROLUX products in order not to damage the Products.

7.1.6 CORROLUX does not warrant or represent that the Product complies with any local laws, rules or regulations and Customer is responsible for obtaining any permits or approvals required by regulatory agencies governing the installation or use of such Product.

7.1.7 CORROLUX MAKES NO OTHER WARRANTIES OR CONDITIONS AND THE WARRANTY STATEMENT IS IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS, PROMISES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CORROLUX EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS NOT STATED HEREIN. ANY IMPLIED WARRANTIES OR CONDITIONS THAT MAY BE IMPOSED BY LAW ARE LIMITED IN DURATION TO THE WARRANTY PERIOD. CORROLUX’S LIABILITY FOR WARRANTY CLAIMS IS LIMITED TO THE REPAIR OR REPLACEMENT OF THE PRODUCT AS STATED HEREIN.

7.1.8 Customer declares that it will strictly comply with the installation guides provided by CORROLUX with respect to the Product. FAILURE TO COMPLY WITH THIS CLAUSE SHALL RELEASE CORROLUX FROM ALL WARRANTIES OR LIABILITY OF ANY KIND.

7.1.9 This warranty is for the benefit of the original purchaser of the Product. The warranty is not transferable to a third party.

7.1.11 CORROLUX may subcontract or assign the performance of its warranty obligations to third parties.

7.1.12 CORROLUX is not liable for defects or delays in the fulfillment of the warranty due to events beyond its control.

8. EXCLUSION AND LIMITATION OF LIABILITY

FOR ANY VIOLATION OF THESE TERMS AND CONDITIONS, CORROLUX OR ITS EMPLOYEES, AGENTS, DIRECTORS, REPRESENTATIVES, SUBCONTRACTORS OR SUPPLIERS, MAXIMUM EXCLUSIVE LIABILITY SHALL IN NO EVENT EXCEED THE TOTAL PRICE PAID BY CUSTOMER FOR THE PRODUCT. IN NO EVENT SHALL CORROLUX BE LIABLE TO CUSTOMER FOR INCIDENTAL OR SPECIAL DAMAGES, INJURY TO PERSON OR PROPERTY, OR ECONOMIC LOSS (INCLUDING BUT NOT LIMITED TO LOST EXPENSES, INVESTMENTS, COMMITMENTS, OR LOST PROFITS) ARISING OUT OF ANY CLAIM OR SUIT, INCIDENTAL OR COLLATERAL, OR DIRECTLY OR INDIRECTLY RELATED TO THE PURCHASE OR LICENSING OF THE PRODUCT HEREUNDER.

9. FORCE MAJEURE

For the purposes hereof, force majeure includes any act of God, war, mobilization, governmental regulation, strike, lockout, drought, flood, partial or total fire, obstruction of navigation, loss, damage or detention in transit, defective materials, delays in shippers or any other contingencies or causes beyond the control of Seller which may interfere with or prevent the manufacture, shipment or delivery of the Goods herein. The performance of Seller’s obligations may be suspended in the event of force majeure, without Seller being liable to Customer for any damages or losses resulting from such suspension.

10. ARBITRATION, APPLICABLE LAW AND JURISDICTION

These terms and conditions shall be construed strictly and exclusively in accordancé with the laws of the Province of Quebec and the laws of Canada applicable therein, without regard to conflict of laws principles and specifically excluding the provisions of the 1980 UN Convention on Contracts for the International Sale of Goods. Without limiting the foregoing, Customer irrevocably and unconditionally agrees that any suit or other legal proceeding arising out of or relating to these terms and conditions or any transaction hereunder MUST be decided by binding arbitration in accordancé with the rules of the Canadian Arbitration Association and such arbitration proceedings shall be commenced and shall be held in Quebec, CANADA. The decisions of the arbitrators shall be binding and conclusive on all parties involved and judgment upon an arbitration award may be entered by any court having jurisdiction. This clause shall be specifically applicable in any court of competent jurisdiction. In the event that arbitration is impracticable, any suit or other legal proceeding arising out of or relating to these Terms and Conditions or any transaction hereunder MUST be brought in the courts of the District of Montreal, Province of Quebec and Customer consents to the exclusive jurisdiction of such court in any such suit or proceeding; Customer waives any objection to venue in such courts; and Customer waives any right it may have to assert the defense of inconvenient forum in any such suit or proceeding.

11. EXPORT CONTROL

By accepting this Agreement, Customer confirms that it is not located́ in (or a resident of) any country under Canadian or US economic sanctions or embargo, that Customer is not on any of the following US lists: the Department of Commerce Denied Persons List, the Entity List of proliferation concern or its Canadian equivalent, the U.S. State Department Debarred Parties List, or the Treasury Department Designated Nationals Exclusion List or its Canadian equivalent, and is not directly or indirectly involved in the financing, perpetration, or support of terrorist activities or in the development or production of nuclear, chemical, or biological weapons or missile technology programs as specified́ in the regulations of the U.S. Export Administration regulations (15 CRF 744), as well as in the production of equipment, software, technology, or services that may be exported, re-exported, transferred, or downloaded to such entities.

12. RESALE PROHIBITED

Customer agrees and represents that it is purchasing the Product for its own internal use and not for resale, excluding authorized distributors. Customer and authorized distributors agree not to reverse engineer the Product or copy the Product in any way. Customer agrees not to sell, transfer or assign, in any way, the Product to other manufacturers or distributors of systems or software similar to the Product.

13. NO TRANSFER

Customer shall not assign its rights or obligations under this Agreement without the express written consent of CORROLUX.

14. DIVISIBILITY

If any provision of these terms and conditions is found to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law and the validity, legality and enforceability of the remaining provisions shall not be affected in any way.

15. USE OF THE WEBSITE, CONTENT & COPYRIGHT

15.1 This website www.corrolux.com (« Site ») and its contents are the exclusive property of CORROLUX. Your use of this Web site and any transactions conducted on this Web site are subject to compliance with these Terms of Use. By accessing, using, viewing or purchasing from this Web site, you acknowledge the applicability of these Terms of Use and agree to abide by them and not to make any use of this Web site that does not comply with applicable law or that may be harmful in any way to CORROLUX, its subsidiaries, affiliates or partners. CORROLUX reserves the right to change these terms of use at any time and without prior notice. Your continued use of this website following any changes means that you accept the new terms of use. We recommend that you review the Terms of Use when using this website.

15.2 This Site as well as all logos, texts, graphics, images, videos, soundtracks and all arrangements of the various elements are the property of CORROLUX and are protected under the applicable legislation and regulations regarding intellectual property and copyright protection in Canada and elsewhere in the world. The contents of this Web Site, including but not limited to all logos, text, graphics, images, videos, soundtracks or any other elements of this Web Site may not, in whole or in part, be copied, reproduced, printed, archived, republished, downloaded, displayed, sold, transferred, transmitted, modified or otherwise disseminated, whether in hard copy or in any other format, known or unknown, electronic or otherwise, without the prior written consent of CORROLUX. Subject to compliance with these Terms of Use, you may view and print materials from this Web Site for strictly private, personal, non-commercial purposes, but not for authorized distributors.

16. INTELLECTUAL PROPERTY

16.1 Customer agrees that any invention, patent, industrial design, document, Website content or object that may be protected, as well as any manufacturing process or trade, scientific, technical or marketing secret related to the Product, including but not limited to inventions, patents, copyrights and industrial designs (described herein by the term “Industrial Property”) are the exclusive property of CORROLUX

16.2 Customer acknowledges that all trademarks used in connection with the Product or applied directly to the Product, whether registered (“Trademarks”) or not, are the exclusive property of CORROLUX.

16.3 The Customer shall not act in such a way as to invalidate such trademarks or any registration thereof, nor shall the Customer infringe upon the rights of CORROLUX or create any rights adverse to those of CORROLUX. Without limiting the foregoing, Customer shall not, during the term of this Agreement and thereafter, adopt, use, register or seek to register in any category, in any country or territory, any trademark that includes or is confusingly similar to CORROLUX’s trademarks.

16.4 Nothing contained on this Website should be construed as granting, by implication or otherwise, any license or right to use or reproduce any trademark, except with the prior written consent of CORROLUX or such other party as may own the trademark(s) in question. CORROLUX enforces its intellectual property rights to the fullest extent permitted by applicable law.