Griswold Filtration & PEP Filters
Specific Systems
Samsung HVAC
Temet Oy

General Terms and Conditions For Sale

1. General
In the event of any conflict between the terms and conditions of sale herein and the provisions contained in Purchaser's Order, Western Air & Power Ltd.'s terms and conditions of sale shall prevail. No waiver, alteration or modification of these terms and conditions shall be binding upon Western Air & Power Ltd. unless made in writing and signed by a duly authorized representative.

2. Quotations
Unless otherwise stated, Western Air & Power Ltd.'s quotation shall be null and void unless accepted in writing by Purchaser within thirty (30) days from the date of quotation.

3. Prices/Cost of Transportation
All quoted prices are based on the current exchange rates, tax rates, tariffs and costs of manufacture. Unless otherwise stated in quotation, prices are subject to change by Western Air & Power Ltd. with or without notice to Purchaser. Unless otherwise stated all prices are f.o.b. factory and include domestic packing. Customary methods of transportation shall be selected by Western Air & Power Ltd. and such transportation, unless otherwise stated, shall be at the Purchaser's expense. Special methods of transportation will be used upon Purchaser's request and at Purchaser's additional expense, provided reasonable notice of Purchaser's transportation requirements are given by Purchaser to Western Air & Power Ltd. prior to shipment.

4. Taxes
Prices do not include any sales tax, either Federal, Provincial or City, payable on the transaction under any effecting statute. All such taxes must be paid by the Purchaser.

5. Delivery
Delivery schedules are approximate and are based on conditions applicable at the time of Western Air & Power Ltd.'s quotation and acceptance of Purchaser's order. Delivery shall also depend on the prompt receipt by Western Air & Power Ltd. of the necessary information to facilitate the manufacturer's engineering and manufacturing schedules. Western Air & Power Ltd. may extend delivery schedules or may at its option cancel Purchaser's order in full or in part without liability other than to return any deposit of prepayment which is unearned by reason of the cancellation.

6. Force Majeure
Western Air & Power Ltd. shall not be responsible or liable for any loss or damage incurred by Purchaser herein resulting from causes beyond the reasonable control of Western Air & Power Ltd. including, but without limitation, acts of God, war, invasion, insurrection, riot, the order of any civil or military authority, fire, flood , weather, acts or the elements, delays in transportation, unavailability of equipment or materials, breakdown, sabotage, lock-outs, strikes or labour disputes, or the failure of Western Air & Power Ltd.'s suppliers to meet their delivery promises.

7. Shipment/Damages or Shortages in Transport
Except for obligations stated under "warranty", Western Air & Power Ltd.'s responsibility for goods ceases upon delivery to the carrier. In the event of loss or damage during shipment, Purchaser's claim shall be against the carrier only. Western Air & Power Ltd. will however, give Purchaser any reasonable assistance to secure adjustment of Purchaser's claim provided immediate notice of such claim is given by Purchaser to Western Air & Power Ltd. Claims for shortages must be made in writing two (2) days after receipt of goods by Purchaser. If Western Air & Power Ltd. does not receive such written notification of shortages within two (2) days, it shall be conclusively presumed that the goods were delivered in their entirety. Unless otherwise agreed upon in writing, Western Air & Power Ltd. reserves the right to make partial shipments and to submit invoices for partial shipments.

8. Title
Title to the goods or any part thereof shall not pass from Western Air & Power Ltd. to Purchaser until all payments due hereunder have been made in cash, except as otherwise expressly stipulated herein. The goods shall be and remain personal or moveable property, notwithstanding their mode of attachment to realty or other property. If default is made in any of the payments herein, Purchaser agrees that Western Air & Power Ltd. may retain all payments which have been made on account of the purchase price as liquidated damages and Western Air & Power Ltd. shall be free to enter the premises where the goods may be located and remove them as Western Air & Power Ltd. property, without prejudice to Western Air & Power Ltd. right to recover any further expenses Western Air & Power Ltd. may suffer by reason of such nonpayment.

9. Liability
Western Air & Power Ltd. shall not be liable for and shall be held harmless by Purchaser from any damage, contractual or delictual, consequential or incidental, direct or indirect, arising out of, in connection with or resulting from the sale governed hereby or the goods, including but without limitation, the manufacture, repair, handling, installation, possession, use, operation or dismantling of the goods and any and all claims, actions, suits and proceedings which may be instituted in respect to the foregoing.

10. Warranty
Goods sold hereunder are covered by a warranty against defects in material and workmanship provided the goods are subject to normal use and service. The applicable warranty period is twelve (12) months from the date of shipment of the goods, or any other warranty period otherwise stipulated under this sale. For components not supplied by Western Air & Power Ltd., the original manufacturer's warranty shall apply to the extent assignable by Western Air & Power Ltd. The obligation under this warranty is limited to the repair or replacement, at Western Air & Power Ltd.'s option, of defective parts f.o.b. point of shipment provided that prompt notice of any defect is given by Purchaser to Western Air & Power Ltd. in writing within the applicable warranty period and that upon the Purchaser's return of the defective parts to Western Air & Power Ltd. or, if designated by Western Air & Power Ltd. to the location where the works are made, properly packaged and with transportation charges prepaid by Purchaser shall assume all responsibility and expense for dismantling, removal, re-installation and freight in connection with the foregoing. The same obligations and conditions extend to replacement parts furnished by Western Air & Power Ltd. hereunder. Western Air & Power Ltd. does not assume liability for installation labour or consequential damages. Western Air & Power Ltd. makes no warranty other than the one set herein. All other warranties, legal, expressed or implied, including but not limited to any expressed or implied warranty of merchantability, of fitness for the intended use thereof or against infringement are hereby expressly excluded.

The applicable warranty ceases to be effective if the goods are altered or repaired other than by persons authorized or approved by Western Air & Power Ltd. to perform such work. Repairs or replacement deliveries do not interrupt or prolong the term of the warranty. The warranty ceases to be effective if Purchaser fails to operate and use the goods sold hereunder in a safe and reasonable manner and in accordance with any written instructions from the manufacturer's.

Western Air & Power Ltd. reserves the right to withdraw and nullify all product warranties, should the customer fail to pay invoices within 30 days of invoice date.

11. Installation
Unless otherwise expressly stipulated, the goods shall be installed by and at the risk and expense of Purchaser. In the event that Western Air & Power Ltd. is requested to supervise such installation, Western Air & Power Ltd. shall be limited to exercising that degree of skill customary in the trade in supervising installations of the same type. Purchaser shall remain responsible for all other aspects of the work including compliance with the local regulations.

12. Returned Goods
No goods may be returned to Western Air & Power Ltd. without written permission. Western Air & Power Ltd. reserves the right to decline all returns or to accept them subject to a handling charge. Even after Western Air & Power Ltd. has authorized the return of goods for credit, Western Air & Power Ltd. reserves the right to adjust the offer in accordance with conditions of the goods on arrival in Western Air & Power Ltd.'s warehouse. Credit for returned goods will be issued to Purchaser, where such goods are returned by Purchaser and not by any subsequent owners of the goods.

13. Terms of Payment
Unless otherwise stated, invoices on "open account" shipment are payable within thirty (30) days of invoice date. Payment is required in full with no holdbacks permitted.

14. Changes and Cancellation
Orders accepted by Western Air & Power Ltd. are not subject to changes or cancellation by Purchaser, except with Western Air & Power Ltd.'s written consent. In such cases where Western Air & Power Ltd. authorizes changes or cancellation, Western Air & Power Ltd. reserves the right to charge Purchaser with reasonable costs based upon expenses already incurred and commitments made by Western Air & Power Ltd.

15. The Agreement
An acceptance and official confirmation of Purchaser's order by Western Air & Power Ltd. shall constitute the complete agreement, subject to the terms and conditions of sale herein set forth and shall supersede all previous quotations, orders or agreements. The law of the province of the seller shall govern the validity, interpretation and enforcement of the sale and any contract of which there provisions are a part.