Sales Terms & Conditions

1.Orders

Any order received and accepted by RedRing Sales (Seller) constitutes acceptance of Seller’s offer to sell on the terms and conditions set out herein. These terms and conditions govern all sales transactions between Seller and the purchaser (Buyer) and supersede any conflicting terms in any purchase order or other document issued by Buyer unless expressly agreed otherwise in writing by Seller. Any delay in delivery attributable to manufacturer lead times, supply chain disruptions, or any other cause beyond Seller’s reasonable control shall not give rise to any liability on the part of Seller.

2.Price

Prices for all products shall be as stated in the standard price list in effect at the time Seller accepts the purchase order, or as specified in a written quotation issued by Seller and valid at the time of Seller’s acceptance of a conforming order. All prices are in the currency stated on the applicable quotation or invoice. Prices published or quoted by Seller are subject to change without notice and any quotation not accepted within its stated validity period is automatically void.

3.Taxes and Other Charges

Prices do not include any sales, use, excise, value-added, goods and services, or other taxes, duties, levies, or government charges of any nature, whether domestic or foreign. Unless otherwise agreed in writing by Seller, all such taxes and charges are the sole responsibility of Buyer. Buyer shall provide Seller with any certificate of exemption or similar documentation required to exempt a transaction from applicable tax. Unless otherwise agreed in writing, all prices are FOB shipping point and exclude freight, handling, insurance, customs clearance, and import duties.

4.Delivery, Title, and Risk of Loss

Unless otherwise specified in writing, Seller’s obligation is to deliver products to a carrier at the shipping point designated by Seller. Title and risk of loss transfer to Buyer upon delivery to the carrier at the shipping point. Seller reserves the right to ship all or part of any order, including partial shipments, from any of its facilities or those of its suppliers, and to determine the method of transportation, subject to reasonable efforts to accommodate Buyer’s preferences.

For international shipments, Buyer is solely responsible for compliance with all import and customs requirements of the destination country, payment of all import duties and tariffs, and coordination of in-country delivery. Unless otherwise agreed in writing, Buyer shall be responsible for all claims against carriers, insurers, or warehousemen for mis-delivery, non-delivery, loss, damage, or delay.

5.Payment

Payment terms are as agreed in writing between Seller and Buyer on a per-order or per-account basis, typically ranging from Net 30 to Net 180 days from the date of invoice. Where no written terms have been agreed, payment is due in full prior to or at the time of shipment. Seller reserves the right at any time and in its sole discretion to revoke, reduce, or modify any credit terms previously extended to Buyer.

Amounts that are not in genuine dispute shall be paid without set-off or deduction and regardless of any other claims or controversies between the parties. A late charge of one and a half percent (1.5%) per month, or the maximum rate permitted by applicable law (whichever is less), shall be applied to all past due balances, computed daily from the due date until paid in full. Buyer shall be liable for all reasonable costs of collection, including legal fees and court costs.

6.Cancellations and Changes

All accepted orders are firm. Orders may not be cancelled, revised, or rescheduled without Seller’s prior written consent and on terms that fully indemnify Seller for all costs and losses incurred. Orders for standard in-stock products cancelled less than 15 days prior to the scheduled shipment date are subject to a restocking and handling fee of 25% of the order value. Orders confirmed as NCNR (Non-Cancellable, Non-Returnable) cannot be cancelled, modified, or returned under any circumstances, and Buyer is obligated to accept and pay for such orders in full.

7.Limited Warranty

7.1 Industrial Automation and MRO Products

RedRing Sales warrants that Industrial Automation and MRO products sold hereunder shall be free from defects in materials and workmanship for a period of one (1) year from the date the customer is invoiced. This warranty applies only to Goods that have been stored, handled, and used under normal and appropriate conditions consistent with the manufacturer’s published specifications.

7.2 Electronic Components

RedRing Sales warrants that Electronic Components sold hereunder shall be free from defects in materials and workmanship for a period of sixty (60) days from the date the customer is invoiced. This warranty applies only to Goods that have been stored, handled, and used under normal and appropriate conditions consistent with the manufacturer’s published specifications.

7.3 Scope of Warranty — Part Only

The warranties set forth in Sections 7.1 and 7.2 cover the supplied part only, as it exists at the time of delivery. These warranties expressly do not cover and RedRing shall have no liability whatsoever arising from or related to:

• The installation, mounting, wiring, programming, commissioning, or configuration of the Good by Buyer or any third party
• The compatibility of the Good with Buyer’s systems, equipment, software, or processes
• Any failure, damage, or malfunction occurring after or as a result of installation
• Any downstream, cascading, or consequential damage to other equipment, systems, or processes caused by a defective Good
• Damage caused by improper handling, storage, electrical overstress, contamination, or any use outside the manufacturer’s rated specifications
• Goods that have been modified, repaired, or reworked by anyone other than Seller
• Normal wear and tear
• Failure to obtain or maintain required software licenses from the applicable manufacturer

7.4 Warranty Claim Process — Replacement Remedy

Seller’s sole obligation under these warranties is to replace the defective Good with a new product of the same or equivalent specification. To initiate a warranty claim, Buyer must:

• Notify Seller in writing within the applicable Warranty Period, describing the defect in reasonable detail
• Provide documented proof of the defect, including photographs or other evidence as reasonably requested by Seller
• Provide a completed test report demonstrating the defect or failure under normal operating conditions
• Obtain a Return Merchandise Authorization (RMA) number from Seller prior to returning any Good
• Return the defective Good to Seller freight prepaid, clearly marked with the RMA number

Seller reserves the right to evaluate all submitted documentation and inspect the returned Good before authorizing a replacement. If Seller determines that a like-for-like replacement cannot be provided, Seller shall issue a credit equal to the original invoice price paid by Buyer for the defective Good. Unauthorized returns will be refused and returned to Buyer at Buyer’s expense.

7.5 Disclaimer of Other Warranties

Except as expressly set forth in Sections 7.1 and 7.2, Seller makes no other warranty of any kind, express or implied, including without limitation any implied warranty of merchantability, fitness for a particular purpose, non-infringement, or any warranty arising from course of dealing or usage of trade. Seller does not warrant that any Good will meet Buyer’s requirements or that operation of any Good will be uninterrupted or error-free.

8.Limitation of Liability

In no event shall RedRing Sales be liable to Buyer or any third party for any indirect, incidental, special, consequential, punitive, or exemplary damages, including without limitation damages for loss of profits, revenue, production, data, business opportunity, or goodwill, arising out of or related to these terms or any order, even if RedRing has been advised of the possibility of such damages.

RedRing’s total cumulative liability to Buyer, regardless of the form or theory of action (whether in contract, tort, strict liability, or otherwise), shall not exceed the total amount actually paid by Buyer to RedRing for the specific Goods giving rise to the claim.

The limitations in this Section 8 apply to the fullest extent permitted by applicable law and reflect a fundamental element of the basis of the bargain between the parties.

9.Limitation Period

No action by Buyer, whether in contract, tort, or any other theory, may be brought against Seller more than twelve (12) months after the date on which the cause of action arose or the end of the applicable Warranty Period, whichever is earlier. Any claim not brought within this period is permanently barred.

10.Export Compliance and Trade Controls

RedRing Sales sells products globally. Buyer acknowledges that the products sold hereunder may be subject to export control laws and regulations of Canada, the United States, the European Union, and other applicable jurisdictions.

Buyer represents, warrants, and agrees that:

• Buyer will not export, re-export, resell, transfer, or divert any product to any destination, entity, or individual prohibited or restricted under applicable export control laws or economic sanctions programs, without first obtaining all required government authorizations
• Buyer will not use any product in connection with the design, development, production, or use of nuclear, chemical, biological, or radiological weapons, or missile delivery systems
• Buyer will obtain all required export licenses, permits, and authorizations prior to any export or re-export of products purchased from Seller
• Buyer shall maintain records sufficient to demonstrate compliance with this Section and shall make such records available to Seller upon reasonable request

Buyer shall indemnify, defend, and hold harmless RedRing Sales and its officers, directors, employees, and agents from and against any claims, penalties, fines, losses, or damages arising from Buyer’s failure to comply with applicable export control or trade sanctions requirements.

11.Force Majeure

Seller shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including without limitation: acts of God, natural disasters, pandemics or epidemics, wars, terrorism, civil unrest, government actions, trade embargoes or sanctions, fire, flood, strikes or labour disputes, energy shortages, supplier delays, or transportation disruptions. In such events Seller will notify Buyer promptly and use commercially reasonable efforts to resume performance. Buyer shall be liable for all reasonable storage and holding costs incurred by Seller for products awaiting delivery at Buyer’s request during a force majeure event.

12.Installation and Integration

Unless expressly agreed in a separate written agreement, Seller has no obligation to install, commission, integrate, configure, program, or place any product in working order at Buyer’s premises or any other location. Buyer is solely responsible for ensuring that any product purchased from Seller is suitable for its intended application, is installed by qualified personnel in accordance with all applicable laws, codes, and manufacturer specifications, and is properly licensed and supported as required.

Seller’s warranty covers only the physical condition of the supplied part as delivered. Seller accepts no responsibility for how a product is installed, integrated, or operated by Buyer or any third party, and any failure attributable to installation or integration is expressly excluded from warranty coverage under Section 7.

13.International Sales

RedRing Sales serves customers in jurisdictions worldwide. Regardless of the country of origin of the Buyer or the destination of the products, all sales are made on the terms and conditions set forth herein and shall be governed exclusively by the laws of the Province of Quebec, Canada. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded and shall not apply to any transaction between Seller and Buyer.

Buyer is solely responsible for determining whether the products comply with all applicable laws, standards, certifications, and regulatory requirements in the destination country or jurisdiction. Seller makes no representation or warranty that the products meet the legal or regulatory requirements of any particular jurisdiction outside Canada.

14.Intellectual Property

The sale of any product does not convey to Buyer any license, express or implied, under any patent, trademark, copyright, trade secret, or other intellectual property right owned or controlled by Seller or any manufacturer. All trademarks, trade names, and product designations referenced in connection with products sold by Seller are the property of their respective owners. Buyer shall not remove, alter, or obscure any trademark, copyright notice, or other proprietary marking on any product.

15.Severability

If any provision of these terms and conditions is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the validity, legality, and enforceability of all remaining provisions shall not be affected or impaired.

16.Dispute Resolution and Governing Law

These terms and conditions, and all transactions between the parties, shall be governed by and construed exclusively in accordance with the laws of the Province of Quebec, Canada, without regard to its conflict of laws principles and expressly excluding the United Nations Convention on Contracts for the International Sale of Goods.

Any dispute, claim, or controversy arising out of or relating to these terms, any order, or any breach thereof shall be submitted to and resolved exclusively by a court of competent jurisdiction sitting in the judicial district of Montreal, Quebec, Canada. Each party irrevocably submits to the personal jurisdiction of such courts and waives any objection to venue or jurisdiction.

Notwithstanding the foregoing, Seller reserves the right to seek injunctive or other equitable relief in any jurisdiction to protect its intellectual property rights or confidential information, or to collect amounts owing.

17.Entire Agreement

These terms and conditions, together with any agreements, quotations, order confirmations, or policies expressly incorporated by reference, constitute the complete, final, and exclusive agreement between the parties with respect to the subject matter hereof. They supersede all prior negotiations, representations, warranties, and understandings of the parties, whether oral or written. By placing or confirming an order with RedRing Sales, Buyer acknowledges that it has read, understood, and agrees to be bound by these terms and conditions in their entirety.

No additional, different, or conflicting terms in any purchase order, acknowledgment, or other document issued by Buyer shall be binding on Seller unless expressly accepted in writing by an authorized representative of Seller. These terms may not otherwise be modified or waived except by a written instrument signed by an authorized representative of both parties. Seller’s failure to enforce any provision shall not constitute a waiver of that provision.