Terms and Conditions of Sale

1. Scope

These terms and conditions of sale these (“Terms”) apply to all sales of products (the “Products”) by Wooden Edge Inc ("WE") to the buyer of the Products (“Buyer”) indicated on the attached order confirmation (the “Order”). These Terms (along with the specific terms, if any, of the Order) constitute the complete and entire agreement between the parties relating to the Products, and supersede any prior and contemporaneous terms, provisions, or conditions, whether oral or written, including negotiations, prior quotations and purchase orders between the parties. These Terms may be modified only by a written agreement signed and approved by an authorized representative of WE. WE's failure to object to any term or condition contained in any communication from Buyer (including in any purchase order) shall not be deemed a waiver or modification of these Terms. These Terms shall not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not expressly made a part hereof.

2. Orders

Subject to Section 1, a contract between WE and Buyer shall be formed only upon WE's written acceptance of Buyer's order or Delivery of Products to Buyer pursuant to Buyer's written purchase order. If WE accepts by Delivery, then the acceptance shall only be for the quantity shipped

3. Title and Delivery

Title and Risk of Loss. Delivery is F.O.B. WE's point of shipment (“Delivery”). Notwithstanding the risk of loss passing to Buyer, WE shall retain title to the Products until WE have received full payment for the Products on Delivery. In the event governing law requires a change in title, then WE hereby reserves and Buyer hereby grants to WE a purchase money security interest in the Products sold and the proceeds thereof, including accounts receivable, until Buyer pays WE the purchase price in full. Upon WE's request, Buyer shall execute any financing statements, continuation statements, or other documents as may be necessary to protect WE's security interest.

Delivery and Storage. Any scheduled Delivery date quoted is approximate and not the essence of the contract. If Buyer fails to claim the Products within thirty (30) days of Delivery, WE may elect to store the Products. Such storage shall be at Buyer's risk and expense. WE may charge Buyer a $400 initial storage fee and an additional storage fee of $90 per machine, per week. Storage fees will be deducted from Buyer's deposit until such deposit is depleted, after which time WE may, at its sole option, continue to store the Products at Buyer's expense or sell the Products to mitigate WE's damages

Delay in Delivery. Should Delivery of all or any part of the Products (or any other obligation of WE) be delayed by events beyond WE's reasonable control, WE's time for performance shall be extended by the period of the delay. WE may at WE's option upon fifteen (15) days notice to Buyer cancel the Order, in whole or in part, without liability. In such event Buyer shall remain liable for all Deliveries already made.

4. Pricing

WE reserves the right to increase prices for any unshipped Products if the cost to WE for supplies, raw materials, labor, or services, increase as a result of governmental action or any other cause beyond WE's reasonable control. The prices quoted on the Order shall be valid only for the period of time indicated. All prices are exclusive of transportation, insurance, taxes, duties and other charges related thereto. Such charges, when applicable, will appear as separate items on the invoice unless WE receives a certified tax exemption from the Buyer prior to Delivery. Buyer agrees to indemnify, defend, and hold WE harmless from any loss or expense arising out of or related to WE's reliance on any tax exemption provided by Buyer.

5. Payment

Payment in full (less any deposits previously made) shall be due and payable prior to Delivery. WE may require full or partial payment in advance of Delivery of the Products. WE reserves the right to charge a late fee on late payments at the lesser of one and one-half percent (1.5%) per month or the maximum rate allowable by law, together with WE's costs of collections including, without limitation, attorneys' fees.

Deposits are non-refundable. A service fee will be charged on any orders canceled after 10 business days from the date this offer was written. The service fee is equivalent to 20% of the entire order. All costs associated with service work (installation, commissioning, etc.) will not be refunded once the work has been scheduled. Shipping costs will not be refunded once machinery has left WE warehouse. Any returns/cancellations after machinery has shipped are subject to a 15% restocking fee. Return shipping costs are the sole responsibility of the customer. Shipping costs are subject to change at any time.

A separate offer for shipping and/or commissioning costs can be provided upon request, and this additional offer will need to be authorized by the customer and returned to WE before shipping. Paying the remaining balance of your order is only possible by wire transfer or via certified check.

6. Acceptance.

Use of the Products by Buyer, or the failure by Buyer to reject the Products in writing within five (5) days following Delivery of such Products or a deposit shall constitute acceptance by Buyer. Buyer may only reject the Products if the Products do not conform to the mutually agreed upon specifications therefore or if no such specifications exist, then the specifications then generally provided by WE to the public regarding the Products.

7. Limited Warranty and Limitation of Liabilities.

Virtually all of our tools carry a manufacturer's warranty. For power tools and machinery, the warranty is typically 1 year against manufacturer's defects and covers the cost of parts and labour with the manufacturer directly. Hand tools, cutting tools, tool accessories, etc. vary by manufacturer. Don't hesitate to get in touch with us for warranty information on specific products or how best to get in touch with a specific manufacturer to make a warranty claim with them.

8. Default.

If Buyer (i) becomes insolvent, bankrupt, (ii) makes an assignment for the benefit of its creditors, (iii) is otherwise unable to meet Buyer's obligations as they come due or (iv) breaches Buyer's obligations under these Terms, WE may cease performance hereunder and avail itself of all legal and equitable remedies WE may have against Buyer. If, despite default by Buyer, WE elects to continue to make Deliveries, WE's action shall not constitute a waiver of any default by Buyer or in any way affect WE's legal remedies of any such default.

9. Miscellaneous.

Notices. All notices, authorizations, and requests shall be deemed effective upon receipt and shall be addressed as set forth on the Order or to such other address as the party to receive the notice or request so designates by written notice to the other.

Law; Venue. These Terms shall be governed by the laws of the Canada without reference to that provinces choice of law provisions. The Canadian courts shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, and each party hereby consents to the jurisdiction and venue of such courts. Notwithstanding the foregoing, WE may take interim action in any jurisdiction, or to enforce a judgment or other decision.

No Waiver; Assignment. The failure by WE to enforce any of the provisions of these Terms, to exercise any election or option provided herein, or to require the performance by Buyer of any of the provisions herein will not in any way be construed as a waiver of such provisions. Any such waivers must be in writing. If any provision of these Terms is declared invalid, illegal or unenforceable, all remaining provisions shall continue in full force and effect and the offending provision shall be modified, if possible, to give effect to such provision. Buyer shall not assign the Order or any interest in or any rights hereunder without the prior written consent of WE. All unauthorized attempted assignments shall be null and void.

Excused Performance. Nonperformance of either party, except for financial obligations, shall be excused to the extent that performance is delayed or rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason beyond the reasonable control and not caused by the negligence of the non-performing party.

Headings/Interpretation. Headings herein are for reference purposes only and in no way define, limit or describe the contents of such section or in any way affect this Agreement. Where the context provides, the singular shall include the plural and terms shall be interpreted as gender-neutral. The word “including” shall be read as “including without limitation.”

10. Advice/Training/Service.

Buyer acknowledges that no installation, training or education is contracted for or purchased hereunder. If WE offers or gives technical advice or performs any installation or training in connection with the use of any of the Products, such advice or training will be provided only as an accommodation to Buyer and WE shall have no responsibilities or liabilities whatsoever for the content or use of such advice.