Sinclair Supply Ltd.’s (“Sinclair”) policy is to sell at wholesale, only to recognized, licensed mechanical, heating, air conditioning, hydronics, refrigeration and solar electrical industries.

ENTIRE AGREEMENT
Any of the terms and conditions of Buyer’s order which are different, inconsistent or additional to the terms and conditions hereof shall not be binding on Sinclair and are not applicable to the sale of the goods covered by this acceptance. Unless Buyer notifies Sinclair in writing to the contrary within ten (10) days after receipt of this form, acceptance by Buyer of these terms and conditions shall be inferred and, in the absence of such notification, the shipment by Sinclair of the goods covered hereby shall be conclusively deemed to be subject to the terms and conditions hereof. No modification hereof shall be valid unless in writing and duly signed by an officer of Sinclair.

ILLUSTRATIONS AND SPECIFICATIONS
Illustrations and specifications are provided to us by the goods manufacturers and are believed to be current at the time of publication. However, most manufacturers reserve the right to change specifications without notice. To be certain that the material details for your job layout are correct, we suggest you check with our sales department to verify the latest specifications.

PRICES
Unless otherwise provided, prices are subject to change without notice and prices will be adjusted to Sinclair’s price in effect at the time of shipment. All quotations and orders are in Canadian dollars.

MINIMUM INVOICE AMOUNT
The minimum invoice amount is $20.00 plus GST and PST if applicable.

CREDIT APPROVAL
All orders are subject to payment in full or credit approval before release of goods.

TERMS OF PAYMENT
Terms of payment are 2% on the 15th of the month, Net on the 30th of the month.
NOTE: Some invoices and quotations will be Net 30 days. All payments by credit card are Net. No cash discounts.

INTEREST CHARGES
Interest at a rate of 1.5% per month (18% per annum) will be charged on all outstanding balances over 30 days.

TAXES
Unless separately stated, all prices quoted, all orders accepted and all billings rendered are exclusive of GST, provincial or other tax of whatsoever kind. If Buyer claims exemption from any such tax, Buyer must furnish Sinclair with applicable verified exemption certificate.

FREIGHT POLICY
FOB Sinclair shipping branch location.

SPECIAL ORDER GOODS
Special order goods require a prepayment of 25% of the purchase price prior to ordering. Special order goods are non-returnable and non-refundable unless authorized by the manufacturer/supplier.

CUSTOM SHEET METAL GOODS
Custom sheet metal goods can be fabricated – we need your drawings/specifications. Specially fabricated fittings, ducts, registers, louvers and grilles are non-returnable and non-refundable.

STANDARD RETURN GOODS POLICY
Goods shall not be returned without written return goods authorization obtained from Sinclair and may only be returned within 10 days from the date of purchase.

A copy of the Sinclair Return Goods Authorization Form (RGA) must accompany all returns.
Stock goods only are returnable. Custom made to order goods are not returnable or refundable.
Installed parts and electrical components cannot be returned.
Goods not accompanied by a RGA will be returned to the Buyer at the expense of the Buyer.
Goods returned in original, unopened cartons are subject to a minimum restocking charge of 20%; shipping charges must be prepaid.
Goods returned in other than original carton/boxes and packing will be subject to additional charges for inspection and packaging.

LIMITED WARRANTY
Warranties vary by goods purchased. Please notify our sales department of any warranty claim. State the Manufacturer, Part #, Model #, Serial #, Date of Purchase, Proof of Purchase, and the nature of the problem. We replace goods per the manufacturer’s policy, FOB factory.

FREIGHT CLAIMS
Freight claims and delivery shortages or wrong goods must be reported in writing to Sinclair within 48 hours.
Risk of damage or loss of goods for prepaid shipments to time of delivery shall be for the account of Sinclair.
Risk of damage or loss of goods for collect shipments shall at all times be for the account of the Buyer.

MODIFICATIONS
Unless otherwise provided, Sinclair reserves the right to modify the specifications of the goods ordered by the Buyer, providing that the modification will not affect the form, fit or function of the goods.

TERMINATION/CANCELLATION SETTLEMENT
Orders may be terminated, cancelled or partially reduced provided that the Buyer agrees to pay Sinclair for completed work allocable to the Buyer’s order at the time of termination/cancellation based on the unit selling price, and all direct or indirect, work-in-process, allocable inventory and settlement costs and a reasonable profit thereon that result from the termination/cancellation.

LIMITATION OF LIABILITY
Sinclair will not be liable for any loss or damage, cost of repairs, incidental, special or consequential damages of any kind, whether or not based upon express warranty or implied warranty (except for the obligations assumed by Sinclair under the goods warranty), contract negligence or strict liability arising in connection with the design, manufacture, sale use or repair of the goods. In no event will Sinclair be liable to the Buyer for any amount in excess of the purchase price of the goods claimed to be defective or unsuitable.

NON-WAIVER
Failure, at any time, of Sinclair to enforce any provision of these Terms of Sale shall not constitute a waiver of such provision or prejudice the right of Sinclair to enforce such provision at any subsequent time.

GOVERNING LAW
The terms of this Agreement and all rights and obligations hereunder shall be governed by the laws of the Province of Alberta.