General terms and conditions of sale

TERMS AND CONDITIONS OF SALE

1. DEFINITION OF THE PRODUCT :

1.1 Regular Products: Products in warehouse.

1.2 Special order products:

1.3 Products that Silex does not regularly hold in inventory at the time of purchase.

1.4 Products that Silex has in inventory, but whose ordered quantity exceeds by far the normal quantities.

1.5 Products that must be obtained through special purchase or special production/manufacturing, whether from external or internal suppliers.

2. ORDER APPROVAL: The sale of products becomes effective upon receipt of a purchase order accepted by Silex and/or upon signature of the purchase order by the customer. No order will be placed without a security deposit.

3. SALE PRICES AND DEPOSITS: All prices are valid for a period of thirty (30) days from the date of submission. Thereafter, all prices are subject to adjustment to Silex's price in effect on the date of delivery, unless agreed to in writing by both parties. Prices do not include provisions for applicable taxes and/or duties. A minimum deposit of 50% will be required to confirm a special order (non-standard, size or color). Deposits are non-refundable and will be held in full until the last product is shipped. The balance of the purchase price is payable by the customer upon delivery.

4. DELIVERY AND STORAGE OF ORDERS: The customer must accept delivery of all materials within thirty (30) days of the delivery date requested, notwithstanding that such delivery date may be earlier or later than the delivery date requested. If the client wishes to delay the receipt of the material beyond this date, Silex may request full payment. Furthermore, in this case, Silex may charge the customer a monthly storage fee of 1% of the value to be shipped, excluding taxes, but Silex is under no obligation to store material on behalf of the customer. It is understood that Silex may, at its discretion, dispose of material not accepted by the customer.

5.TRANSPORTATION AND DELIVERY DATES: Silex undertakes to do its utmost to respect the delivery date requested by the customer. However, Customer acknowledges that delivery dates for special order products may vary and are beyond the control of Silex. Therefore, Customer agrees that Silex assumes no responsibility for any delay in delivery, whether caused by Silex or a third party, and acknowledges that Silex does not guarantee delivery of the material on the delivery date requested by Customer. The Customer further acknowledges and agrees that all transportation charges will be paid by the Customer to Silex in accordance with the payment terms agreed upon by the parties, and that any transportation of goods by a third party is at the Customer's risk and expense, whether or not such transportation has been arranged by Silex on behalf of the Customer. Silex does not warrant delivery or transportation by a third party, including, but not limited to, quality of service or delivery of materials.

6.WARRANTY: Silex's warranty varies with its different products. Customer acknowledges that all tiles, slabs and other products sold are subject to variations in shade and size. These variations are inherent characteristics of the products sold by Silex. Silex's warranty and liability is limited in all cases to the repair or replacement of the products. At all times, the customer and installer must inspect the product in question prior to installation and Silex will not be held responsible for any claims of any kind once the product is installed. It is the customer's responsibility to have the products installed by a qualified installer and according to the manufacturer's instructions.

7.RETURN AND EXCHANGE POLICY: All returned merchandise must be in its original condition and must not have been cut or installed. No returns or exchanges will be accepted for custom products or special colors. In addition, no returns will be accepted for special order products and merchandise purchased on clearance. The original copy of the invoice is mandatory. Returns or exchanges are accepted within thirty (30) days of purchase. Refunds will be made in the original method of payment. Depending on the nature of the product, a handling fee between 15-30% will be applied.

8.RESERVATION OF TITLE: All Products, present and future, sold by Silex to Customer remain the exclusive property of Silex until full payment of all amounts due to Silex, whether invoiced or not, all including interest and costs. In the event of non-payment, in addition to all other rights and remedies available to Silex under law, Silex may require Customer to deliver all Products to Silex or any other person designated by Silex at the time and place specified by Silex, at Customer's expense, and Silex may pursue any other remedies provided by law or under this Agreement.

9.GOVERNING LAW AND ELECTION OF DOMICILE:
This Agreement shall be construed and enforced in accordance with the laws of the Province of Quebec and the applicable laws of Canada. The parties further agree and hereby irrevocably consent to submit to the exclusive jurisdiction of the District Court of Montreal, Province of Quebec, in connection with any claim or dispute arising out of the rights and obligations hereunder. The customer waives any right to change the venue of the lawsuit filed in this court.

10.LANGUAGE:
Ce document a été rédigé en français à la demande des parties / This document has been written in French at the parties' request.

11.EXECUTION, DELIVERY AND COMPLETE AGREEMENT BY ELECTRONIC WAY:
This document may be executed in counterparts, each of which shall constitute an original. Delivery of an executed copy of this document by facsimile, fax, by sending a scanned copy by electronic mail, or by any other means of electronic execution and delivery, shall constitute delivery of a manually executed original copy of this document. This document constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings, whether oral or written.