Application. These Standard Terms and Conditions of Sale (“Terms”) apply to the purchase and sale of all products from Pinel Medical Inc. (“Pinel”).

No Conflicting Terms. Any conflicting or additional terms or conditions in any purchase order from the Purchaser (other than the dates, product type and quantity terms of such order) shall be deemed objected to by Pinel without the need of any notice of objection, and shall not be binding upon Pinel, unless such conflicting or additional terms or conditions have been agreed to by Pinel in a separate written agreement. In the event of an inconsistency between these Terms and a term of any written agreement between the parties, the term of such written agreement shall take precedence to the extent of the inconsistency.

Orders. Purchase orders must be submitted by email to: orders@pinelmedical.com and shall specify (i) the quantity of products being ordered; (ii) a purchase order number, (iii) shipping address, and (iv) invoicing address.  For a distributor, orders must be for a minimum of $12,000 Canadian Dollars.

Acceptance of Orders. Orders shall not be binding on Pinel until the earlier of (i) written acceptance by Pinel, or (ii) shipment of the ordered products, which shall be binding only as to that portion of the order shipped.

Pricing. Product pricing is as set by Pinel at the time of ordering. The price excludes transportation costs, freight, insurance, special handling and packaging, or any taxes, duties, custom charges, brokerage, or other fees, which shall be the sole responsibility of Purchaser, and which shall be paid to Pinel if Pinel incurs such amounts on Purchaser’s behalf.

Payment. Full payment or an order is due prior to Pinel shipping. Pinel may, in its sole discretion, extend credit to Purchaser in which case, payment is due thirty (30) days from date of invoice. All payments must be made by certified cheque, money order, or electronic funds transfer in the currency indicated on the invoice. Purchaser shall have no right of set-off with respect to any amount due from Purchaser to Pinel. Overdue invoices shall be subject to a charge equal to the lesser of one- and one-half percent (1.5 %) per month or the maximum rate allowed by law. Purchaser agrees to pay Pinel for all costs and expenses (including reasonable legal fees) incurred by Pinel to collect any amounts owed to it.

Security Insert. Pinel shall retain a security interest in the products until it has received full payment including applicable taxes. Purchaser agrees to sign and deliver to Pinel any additional documents required by Pinel to protect its security interest.

Right to Delay or Cancel. Any delivery dates are approximate and may be delayed to allow Pinel to manufacture the products. Pinel shall not be liable to Purchaser or any other party for any losses, damages, penalties, or expenses for any delay in delivery. Notwithstanding an acceptance, Pinel may cancel or delay any accepted order when Purchaser is delinquent in payments or otherwise in default of any material obligation.

Delivery. Products will be packaged in Pinel's standard packaging and shall be delivered to Purchaser or Purchaser’s forwarding agent Ex-Works (Incoterms, 2020) Pinel’s facility at: 105 Northland Road - Unit E, Waterloo, Ontario, Canada N2V 1Y8. Title to and risk of loss passes to the Purchaser upon delivery.

Inspection. Purchaser shall inspect the products upon delivery and shall have twenty (20) days from the date of delivery to notify Pinel in writing of shortages or visible defects, which notice shall include photographs of all alleged defects and the serial number of the products. Notice must be sent to information@pinelmedical.com. If Purchaser fails to provide Pinel with written notice and supporting evidence of a claim within twenty (20) days from the date of delivery, Purchaser shall be deemed to have accepted the products in good condition and waived all claims of shortages or visible defects with respect to such order. Products that Pinel agrees are defective may be returned and Pinel shall, at its discretion, replace such products or refund the amount paid for such products.

Manufacturer Warranty. Pinel warrants that products sold to Purchaser will be free from defects in materials and workmanship for a period of twelve (12) months after delivery to Purchaser, expect for disposable products. If products are determined to have a latent defect within such period and Purchaser provides Pinel with written notice of the alleged defect within ten (10) days after its discovery, then Pinel shall, at Pinel’s option either (i) replace the products at Pinel’s expense, or (ii) refund the amount paid. The foregoing shall be Purchaser’s exclusive remedy for breach of the warranty.

Disclaimer. EXCEPT AS EXPRESSLY SET OUT HEREIN, Pinel disclaims all warranties, whether express or implied, including warranties of MERCHANTABILITY, FITNESS for particular purpose, INFRINGEMENT OF THIRD-PARTY RIGHTS, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Purchaser acknowledges that it has not been induced by any statements or representations of any person with respect to the quality or condition of the products and that Purchaser is solely responsible for determining the appropriate use of the GoodS. The limited warrantIES provided herein are conditioned upon the proper STORAGE, MAINTENEANCE, AND USE of the products. Any modification, IMPROPER MAINTENACE, or IMPROPER use OF THE PRODUCTS shall void all Pinel’s obligations with respect to the limited warranties provided herein.

Cancellation. Orders may not be canceled except by written notice received by Pinel prior to shipment. A restocking charge of twenty percent (20%) of the net price will be applied for the cancellation of standard items. Charges for the cancellation of any special items will be based on non-recoverable expenses incurred by Pinel in filling the order plus twenty (20%) of the net price.

Returns. Purchaser shall request a return authorization from Pinel prior to the return of any eligible Good hereunder and such return shall include Pinel’s return authorization number. Returned products must be securely packaged. All sterile products must be returned in original, unopened, and undamaged packages. Returned products will be credited at the net invoice price at the time of purchase. Unopened and unused products authorized for return other than delivery error on the part of Pinel or defectiveness in materials or workmanship must be returned freight pre-paid and are subject to a 20% restocking fee.

Purchaser Obligation. Purchaser represents, warrants, and covenants that (i) the products shall be used only in a health care setting by personnel who are appropriately trained, qualified, and supervised in the use of the products, and (ii) it shall comply with all applicable laws and regulations in any of its dealings with respect to the products, including having all licenses, permits, and approvals required to import, export, purchase, sell, distribute, use, and dispose of the products.

Training. Products will be supplied with instructions on their basic operation. Pinel may also, at its discretion, provide to Purchaser for an agreed-upon fee: (i) access to a Pinel portal containing training materials, and (ii) in-person or virtual training.

Limited License. Pinel is the sole owner of all intellectual property rights in the Products and any Pinel training or marketing materials. Pinel grants Purchaser a limited, non-transferrable and non-exclusive license to use Pinel trademarks solely to sell the Products in the Territory. Purchaser acquires no rights to Pinel trademarks by selling the Products. Purchaser may not copy, publish, distribute, or display Pinel training materials without Pinel’s written consent.

Limitation of Liability. In no event shall Pinel be liable to the Purchaser for any incidental, consequential, indirect, statutory, special, exemplary or punitive damages, including, but not limited to, lost profits, loss of use, loss of time, inconvenience, lost business opportunities, damage to goodwill or reputation, or other economic loss, regardless of whether such liability is based on breach of contract, WARRANTY, tort, INDEMNITY, strict liability or otherwise, and even if advised of the possibility of such damages or such damages could have been reasonably foreseen. The TOTAL liability of Pinel, and Purchaser's sole and exclusive remedy for damages for any claim of any kind whatsoever ARISING FROM THE sale, use, or loss of PRODUCTS, regardless of legal theory, shall not be greater than the actual purchase price of those products with respect to which such claim is made.

No action shall be brought for any claim relating to or arising out OF PRODUCTS PURCHASED BY BUYER FOR SELLER more than one (1) year after the accrual of such cause of action, except for money due on an open account.

Resale. The Purchaser may only resell the products into a territory preapproved by Pinel in writing.

Regulatory. Purchaser is solely responsible for responding to complaints, adverse events, and recalls whether voluntary or involuntary, involving the products. Purchaser shall develop and maintain written procedures for the surveillance, receipt, evaluation, and reporting of product quality complaint information, as well as adverse event information for the products to the extent required by applicable laws or regulations. Purchaser shall fulfill all record retention requirements prescribed by applicable law.

Force Majeure. Either party shall be excused from any delays in schedules or failure to perform any of its obligations, except payment obligations, caused by floods, strikes or other labor disturbances, fires, accidents, wars, delays of carriers, inability to obtain raw materials, failures of normal sources of supply, restraints of government, or any other similar or dissimilar cause beyond either party’s reasonable control.  No such delay or failure shall be considered a breach of a party’s obligations.

Governing Law. These Terms and the respective rights and obligations of Purchaser and Pinel shall be determined, according to the laws of the jurisdiction of Province of Ontario, Canada, without giving effect to its principles of conflicts of laws. The UN Convention on Contracts for the International Sale of products shall not apply to this Agreement. The Parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario to settle any disputes or claims which may arise out of or in connection with these Terms or any products supplied to Purchaser. The Parties further agree, to the extent permitted by applicable law, to waive any right to trial by jury with respect to any claim, counterclaim or action arising from the terms of this Agreement.

Relationship of the Parties. The relationship of the parties hereto is that of vendor and purchaser. Nothing in these Terms, and no course of dealing between the parties, shall be construed to create or imply an agency relationship or a partnership or joint venture relationship and Purchaser shall not be empowered to bind Pinel in any way, to incur any liability, make any statements, representations, warranties or commitments, or otherwise act on behalf of Pinel.

Miscellaneous. In connection with an accepted purchase order, these Terms, and any written agreement between the parties, if applicable, constitute the exclusive statement of the parties' intent and understanding with respect to the purchase and sale of products. No course of dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term. The headings are for convenience only and shall not be used in interpreting or construing these Terms. No waiver shall be effective unless in writing and no failure to enforce any provision shall be construed as a continuing waiver or modification of such provision. If a provision is held illegal, invalid, or unenforceable, it shall not affect the remaining provisions which shall remain in effect. Unless otherwise stated herein, remedies are cumulative and in addition to remedies available at law or in equity. An agreement between Purchaser and Pinel is not transferable by either party without the prior written consent of the other party, except that Pinel may assign without Purchaser's consent if the assignment is to an affiliate or if the assignment is carried out as part of a sale or transfer of all or substantially all of Pinel's assets.