TERMS AND CONDITIONS OF SALE

1. Contract. By executing an order for goods (hereinafter “Goods”) from Mendo Inc., (hereinafter “Mendo” or “Us”), you (hereinafter the “Purchaser” or “You”) agree that these General Terms and Conditions of Sale (hereinafter the “Terms”) constitute a valid and binding contract that will govern the purchase by You of the Goods. The present Terms supersede any document that contains terms that are contradictory or incompatible with the present and that relate to the Goods. Any purchase order and other document which modifies, make additions to, contradicts, or is in any way inconsistent with the Terms is not binding on Mendo, until expressly acknowledged in writing by Mendo and delivered to Purchaser. Subject to the foregoing, any different or additional terms in a purchase order or other document of Purchaser are hereby expressly rejected and Mendo’s agreement to sell Goods is expressly conditioned upon Purchaser’s acceptance of the present Terms, which condition shall not be deemed to have been waived by Mendo upon the delivery of any Goods under a contradictory purchase order or other similar document.Prix. Tous les prix des produits sont indiqués en dollars canadiens. Les prix sont sujets à changement sans préavis et à la discrétion de Mendo.
2. Prices. All prices for products are listed in Canadian dollars. Prices are subject to change without notice and at Mendo’s discretion.
3. Taxes. All prices are listed without taxes. It is the Purchaser’s responsibility to pay any taxes, levies, duties, shipping costs, and other costs related to the sale and delivery of any Goods by Mendo to Purchaser.
4. Intellectual Property. “Intellectual Property” shall mean Mendo’s proprietary trade secrets, know-how, concepts, inventions, drawings, designs, prototypes, works, specifications, lists and other confidential ideas and materials whether or not protected by patent, copyright, trademark or any other registration and including the rights associated with any such registration (such rights being “Intellectual Property Rights”). The Purchaser recognizes and acknowledges that Mendo is the exclusive owner of all Intellectual Property relating to the Goods, notwithstanding any suggestion or contribution made by the Purchaser with respect to any such Goods, and the Purchaser agrees (i) not to copy, counterfeit, alter, reverse engineer, or manufacture the Goods or have the Goods copied, counterfeited or manufactured by any third-party and (ii) not to otherwise copy, use, or disclose to third parties any of. The Purchaser shall not file for patent, trademark, copyright, or any other form of intellectual property protection for any of Mendo’s Goods or Intellectual Property. The Purchaser shall indemnify and hold harmless Mendo from any claims, liability, judgement, loss, damage, costs, resulting from a claim or action of a third party arising from the Purchaser’s breach of Mendo’s Intellectual Property rights.
5. Grant of License. Mendo hereby grants to the Purchaser a limited, non-exclusive, royalty free, transferable right to use the Intellectual Property incorporated into the Goods. All rights not expressly licensed hereunder are expressly retained and You agree that You will ensure that any transferee of the Goods accepts to be bound by this license and the restrictions set out herein.
6. Limitation of Liability. Mendo shall not be responsible for any direct or indirect damages suffered by You or any third party, including but not limited to, damage to property, loss of profits, downtime, repair, resulting from any action or omission on its part. Mendo shall also not be responsible for any damage caused to the Goods, or damages, fees, fines, claims, or other losses incurred by the Purchaser, by or during transportation, storage, handling, alterations to the Goods, misuse, installation (proper or improper), use, removal, or inability to use the Goods. Furthermore, Mendo shall not be liable for any fines or any other fees, incurred by the Purchaser as a result of the purchase, installation, use, or inability to use the Goods. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE TOTAL LIABILITY OF MENDO EXCEED THE PRICE PAID BY THE PURCHASER FOR THE GOODS.
7. Exclusive Remedy. THE PURCHASER’S SOLE AND EXCLUSIVE REMEDY PURSUANT TO ANY CLAIM OF ANY KIND INCLUDING, BUT NOT LIMITED TO A CLAIM IN CONTRACT, NEGLIGENCE, CIVIL LIABILITY OR STRICT LIABILITY, AGAINST MENDO OR ANY OF MENDO’S AFFILIATES, OFFICERS, DIRECTORS, AGENTS OR REPRESENTATIVES, PURSUANT TO THE TERMS OF THIS CONTRACT, SHALL BE LIMITED TO WHAT IS SPECIFICALLY PROVIDED FOR UNDER THE MENDO WARRANTY APPLICABLE TO THE GOODS PURCHASED BY THE PURCHASER.
8. Disclaimer of Warranty. Subject to applicable law, except as set out in its limited warranty available at Mendo.ca, Mendo makes no warranty that the Goods purchased by Purchaser are fit for a specific purpose or application. It is the sole responsibility of the Purchaser to correctly identify the application or process and conditions in which the Goods are intended to operate and to verify that the Goods are fit and suitable for their intended purpose.
9. Regulatory Requirements. Mendo does not warranty that the Goods meet any regulatory requirements, including but not limited to, governmental regulations, municipal by-laws and regulations, local building codes, or any other law or regulation that may govern the installation or use of the Goods. It is the sole responsibility of the Purchaser to determine if the Goods meet all regulatory and legal requirements that may be applicable.
10. Force Majeure. In no event shall Mendo be liable for any losses, costs, damages or other expenses resulting from failure or delay in delivery due to (i) orders bearing priority rating established pursuant to law, (ii) strikes, lockouts, differences with workmen, local labor shortages or other labor disputes, (iii) fire, flood, severe weather conditions or other acts of God, (iv) riots, strife, war, insurrection, civil disturbance or acts of terrorism (including impeding threat of any of the foregoing), (v) government regulations or requirement or acts of government (foreign or domestic) including embargoes or blockades, (vi) interruption, delay, shortages or failure of raw materials, supplies, fuel, power or transportation, breakdown of  equipment, or (vii) any other causes beyond Mendo’s control, whether similar or dissimilar to those enumerated. Mendo shall have such additional time as may be reasonably necessary to perform its obligations hereunder in the event of the occurrence of any of the events described above.
11. Indemnification by Purchaser. The Purchaser shall indemnify and hold harmless Mendo, together with its related entities, clients, subcontractors, employees, directors, officers, consultants and other representatives, from and against any claims, actions, proceedings, loss, expenses and/or damages (including all legal fees and costs) caused by or relating to the use of the Goods, in any way, by the Purchaser, including by its subsidiaries, related entities, subcontractors, clients, employees, directors, officers, consultants and other representatives.
12. Export. The Purchaser agrees not to export, outside of Canada, any Goods purchased. Mendo shall not be responsible for any damages, fines, fees, levies, costs, or third-party claims resulting from the export of any Goods outside of Canada.
13. No Set-off. The Purchaser shall not set off against amounts due to Mendo, any amounts claimed by the Purchaser against Mendo for any reason whatsoever.
14. Delivery. Shipping terms are DAP (Incoterms 2010) to the address that you have provided to Us. The cost of delivery is not included in the price of the Goods and appears as a separate line item in the final price, which you agree to pay. Delivery times are approximate only and shall depend on prompt receipt by Mendo of all information necessary to proceed with the shipment of Goods immediately and without interruption. Mendo reserves the right to make delivery in installments, and a delay with respect to any installment shall not affect any other installments. Any delivery of Goods that is delayed at the Purchaser’s request, by causes within the Purchaser’s control or due to the Purchaser’s inability to accept delivery may be placed in storage by Mendo at the Purchaser’s risk, and Purchaser shall be responsible for all freight, storage, insurance, and other expenses incurred thereby. In no instance does Mendo guarantee delivery times, nor will Mendo assume any guarantee of delivery times, and the Purchaser releases Mendo from any liability for damages, losses, or expenses resulting from Mendo’s failure to deliver products within estimated delivery times.
15. Quotations. Any quotations provided to the Purchaser with regards to the price of Goods are simply estimates and are subject to change.
16. No Exclusivity. No exclusivity of any kind is granted to the Purchaser by Mendo when it accepts orders or sells Goods to any given purchaser. Mendo reserves the right to manufacture, distribute, sell or otherwise deal in Goods in any manner and with any party it wishes.
17. Return of Goods. Subject to applicable law, the Purchaser shall not have the right to return / get a refund for any Goods unless (a) Mendo, in its sole discretion, the reasonableness of which is not subject to any inquiry or questioning by the Purchaser or any third party, agrees and evidences such agreement in writing, and issues to the Purchaser a returned goods number; (b) the Goods are in good and saleable condition; and (c) the Goods are promptly returned within the warranty period. Mendo may, in its sole discretion, as a condition to agreeing that the Purchaser may return any Goods, require the Purchaser to place a replacement order of equal or greater value of the same type of Goods it wishes to return or to pay to Mendo a restocking charge equal to ten percent (10%) of the purchase price of the Goods returned. If Mendo agrees, in its sole discretion, to take back any Goods, the Purchaser shall package those Goods in a manner that will completely protect them from damage. Despite its prior consent to the return, Mendo has the right to either reject the returned Goods or to charge fees if, in the opinion of Mendo, the Goods sought to be returned are damaged from any cause whatsoever including, without limitation, improper packaging. The Purchaser shall pay all expenses and costs arising out of the return of any Goods including, but not limited to, all transportation charges and the cost of refurbishing the returned Goods, if Mendo, in its sole discretion, determines refurbishing is required. Notwithstanding the foregoing, the following Goods will not be accepted for return under any circumstances: (i) special order items; (ii) non-stock Goods; and (iii) obsolete or used Goods.
18. Change Orders or Cancellations. Orders received and accepted by Mendo may not be changed or canceled except on terms satisfactory to Mendo which prevent Mendo from incurring any loss. Changes or cancellations of Goods considered non-standard or special, including without limitation, orders for Goods specifically built or manufactured to the Purchaser’s specifications or orders for substantial quantities, will not be accepted without full reimbursement of all related expenses incurred by Mendo. All cancellations and change orders must be made in writing to and approved by Mendo subject to appropriate charges to the Purchaser.
19. Quantity. Despite the Purchaser having placed an order with Mendo for Goods, Mendo does not guarantee that it will have sufficient quantities of the Goods ordered by the Purchaser to fulfill said order. Mendo reserves the right to cancel any order for Goods that it cannot fulfill.
20. Published Data. All published dimensions, weights, temperatures, pressure ratings, and other data are approximate.
21. Warranty. Any Goods purchased by the Purchaser shall be subject to a one year limited warranty against any defects, as set out in the warranty document available at Mendo.ca.
22. Interpretation. The present Terms and any related document (ex. purchase order, warranty, etc.) shall be governed by and construed in accordance with the laws of the Province of Quebec and Mendo and the Purchaser agree to attorn to the exclusive jurisdiction of the courts of the Province of Quebec. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
23. Assignment. The present terms and the Purchaser’s obligations hereunder may not be delegated or assigned by the Purchaser without Mendo’s prior written consent, and any assignment attempted without such consent shall be deemed to be null and void and shall effect, at Mendo’s option, a cancellation of all Mendo’s obligations hereunder. Mendo may assign the present Terms and its interest therein, without the consent of the Purchaser.
24. Gender and Number. In the present Terms, the masculine shall be deemed to include the feminine and the plural shall include the singular.
25. Severability. If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, such provision will be given effect in such reduced form or structure, as may be determined, and the rest of the provisions of these Terms shall remain valid and enforceable as if the severed provision had not formed part of these Terms.
26. Non-Waiver. Mendo’s failure to insist upon strict compliance with any provision of these Terms will not be deemed to be a waiver of its rights or remedies or of its right to insist upon strict performance of such term or provision or any other term or provision in the future. No waiver of any of these Terms will be valid unless made in writing signed by Mendo’s authorized representative, and such waiver will not constitute a waiver of any other provision.
27. Language. Mendo and the Purchaser declare that they have specifically requested and do hereby confirm their request that the present Terms be drafted and executed in the English language. Mendo et l’Acheteur déclarent qu’elles ont spécifiquement demandé que les présents termes soient rédigés en langue anglaise.