1. SCOPE/APPLICABILITY
1.1 Unless otherwise agreed in writing between the Parties (as defined below), the present General Sales Terms & Conditions (hereinafter referred to as the “GSTC”), together with the special terms indicated in the order confirmation (hereinafter referred to as the “Special Terms”), regulate all sales of products (hereinafter referred to as the “Product” – Plural “Products”), and services (hereinafter referred to as “Services”) between Fluoroseal inc. (hereinafter referred to as “FluoroSeal”) and any buyer (hereinafter referred to as the “Client” – Plural “Clients”) – FluoroSeal and the Client are hereinafter jointly referred to as the “Parties”.
1.2 The present GSTC shall apply to all FluoroSeal business relationships with its Clients, and constitute an integral part of the quotations, sales proposals or offers, sales or purchase contract, entered into by FluoroSeal unless otherwise agreed upon in writing. Any purchase order covering FluoroSeal’s products make them applicable, subject to the modifications which the Parties under contract could make by mutual consent.
1.3 FluoroSeal’s quotation, sale, and acceptance of Client’s purchase order for FluoroSeal’s Product is expressly conditioned upon Client’s assent to these terms and conditions.
1.4 Placement of any purchase order or other relevant and valid instruction to proceed shall be deemed to constitute acceptance of these GSTC in their entirety on the part of the Client. The Client agrees that these GSTC shall govern all purchases of products by the Client from FluoroSeal, and no changes, additions, or different terms (whether contained in a purchase order accepted by FluoroSeal or otherwise) shall alter these terms and conditions unless acknowledged in
writing and signed by an authorized representative of FluoroSeal.
1.5 Unless otherwise expressly agreed in writing, all offers and proposals to supply products and/or services are only given, and all orders only accepted, subject to these GSTC which apply to all instances of supply by FluoroSeal and override and exclude any other conflicting terms or conditions stipulated incorporated or referred to by the Client, even if FluoroSeal has not expressly rejected them. Furthermore, FluoroSeal shall not be bound by conflicting purchasing terms and/or conditions or reservations made by the Client even if FluoroSeal has not explicitly contradicted the terms, conditions or reservations. FluoroSeal’s failure or refusal to object to additional or different provisions contained in any communication from the Client shall not be deemed a waiver of these GSTC. Any general or special terms and/or conditions proposed by the Client are hereby expressly and entirely rejected and shall not apply to any purchase, irrespective of their reference to or inclusion or print in any bid, website, price quotation, order confirmation, invoice, or any other document or communication from the Client. This rejection applies regardless of the date such terms and/or conditions were sent by the Client or received by FluoroSeal.
1.6 FluoroSeal objects to and rejects any terms between the Client and any other party, and no such terms shall be a part of, or incorporated into, any order from the Client to FluoroSeal, unless agreed to in writing by FluoroSeal.
1.7 In the event of any inconsistency, difference, discrepancy, or conflicting provisions between the main body of a written purchase contract, the Special Terms, and the GSTC, the order of precedence shall be (1) the main body of a written purchase contract, (2) the Special Terms and(3) the GSTC.

2. PRICE
2.1 The price payable by the Client for Products and/or Services shall be stipulated in the applicable quote or offer document and is valid for the duration specified in the quote or offer, or in the absence of such duration in the quote or offer, (30) days from quote issue date, after which time they may be altered by FluoroSeal without giving notice to Client. In the absence of such formal agreement, all orders placed for the supply of Products and/or Services are accepted for execution at either FluoroSeal current list price or subject to quotation following an initial assessment, which will be charged at the current list prices as of the supply commencement date. (a copy of which will be made available for review upon request).
2.2 Prices being based on present material, purchasing and freight costs, current fluctuation of pricing and material availability worldwide (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labor, materials or other costs of manufacture) has led to a situation of unpredictable conditions which are beyond FluoroSeal control. As such, in the event of an increase of more than 10% in any of the aforementioned factors, FluoroSeal considers it a case of Force Majeure and reserves the right to increase price and delivery delay prior to delivery, upon notification from FluoroSeal’s suppliers.
2.3 FluoroSeal also reserves the right by giving notice to the Client at any time before delivery to increase the price of the Products and Services to reflect any increase in the cost to FluoroSeal which is due to any change in delivery dates, quantities or specifications for the Products and Services which is requested by the Client, or any delay caused by any instructions of the Client or failure of the Client to give FluoroSeal adequate information or instructions.
2.4 Client agrees to timely pay the prices quoted by FluoroSeal. Any sum payable by the Client to FluoroSeal under these GSTC is expressed exclusive of any value added tax, duties or costs of loading, transport, handling charges, delivery and packaging.
2.6 Client represents and warrants that it is solvent at the time it places any Purchase Order with FluoroSeal. Any balances unpaid after 30 days from invoice due date will be charged interest of 2% per month.

3. PAYMENT
3.1 Unless expressly agreed upon in writing between FluoroSeal and the Client, payment shall be due in full within 30 days from date of invoice, in the currency specified on the invoice, without any deductions whether by way of set-off, counterclaim or otherwise.
3.2 Time for payment shall be of the essence; no payment shall be deemed to have been received by FluoroSeal until FluoroSeal has received cleared funds.
3.3 If the Client fails to make any payment by the agreed due date, then (without prejudice to its other rights and remedies) FluoroSeal may stop delivering/providing the Products and/or Services, and/or charge the Client interest on the amount unpaid at the maximum rate permitted by law until payment is made in full (a part of a month being treated as a full month for the purpose of calculating interest.)
3.4 FluoroSeal is not obliged to resume deliveries until the Client has paid all overdue amounts, including all expenses and accrued interests.
3.5 FluoroSeal reserves the right to reject any purchase order that does not meet the minimum order value as specified in the applicable quotation. Any such order submitted below the stated minimum value shall be subject to nonacceptance at the sole discretion of FluoroSeal, without incurring any liability or obligation to the Client.
3.6 The Client shall assume its portions of wire transfer, bank charges levied on payments, financing expenses and other banking fees.
3.7 FluoroSeal reserves the right, at its sole discretion, to refuse to extend credit to any new or existing client prior to the delivery of Products or Services. FluoroSeal may, as a condition of order acceptance or prior to delivery, necessitate a complete or partial advance payment from the Client. Failure to provide such payment upon request could result in the cancellation or suspension of the order. FluoroSeal shall not be liable for any delays or losses resulting from the enforcement of this provision.

4. PARTIAL AWARD AND GOVERNMENTAL CHARGES
4.1 FluoroSeal reserves the right to review and adjust pricing in the event of partially awarded contracts.
4.2 FluoroSeal also reserves the right to terminate this contract if any governmental authority imposes antidumping or countervailing duties, or any other penalties, on the Products.

5. CANCELLATION OR SUSPENSION OF PURCHASE ORDER
5.1 In the event that the Client cancels or postpones an order relating to the supply of Products and/or Services, FluoroSeal shall be reimbursed for all costs incurred in relation to any preparatory work, any work performed, any restocking fee and any procured or subcontracted items for which FluoroSeal cannot avoid making payment.
5.2 All cancelations are subject to payment to FluoroSeal of reasonable cancelation charges.
5.3 All orders for Products made from special materials are strictly non-cancelable and non-refundable. In the event of cancellation, regardless of the stage of production or progress of the order, the Client shall be obligated to pay 100% of the total order value as cancellation fees. This provision applies to all circumstances, and no exceptions or refunds will be granted.

6. LICENSES
6.1 It is the Client’s exclusive responsibility to obtain all licenses, exchange control documents and other consents needed for the import and use of the Products and/or Services. The Client shall fully cooperate with FluoroSeal in the event that the Client is required to produce certain documents necessary for the export of the Product(s).
6.2 In the event that the product falls within the purview of any applicable Controlled Materials Act or similar regulatory framework, FluoroSeal agrees to apply for the necessary export license on behalf of the Client. This obligation is contingent upon the Client’s timely delivery of all required documentation requested by FluoroSeal. Any delay in obtaining the necessary export license, whether due to delayed submission of documents or circumstances beyond FluoroSeal control, will directly affect the delivery of the products. FluoroSeal shall not be held liable for any such delays.
6.3 The Client shall not be discharged from its obligations under these GSTC if it fails to obtain a license or other consents.

7. TAXES
7.1 All sales taxes, public charges, tariff or duty assessed, levied or imposed upon FluoroSeal by reason of the manufacture, sale or delivery of any good ordered by the Client including but not limited to Value Added Taxes (VAT), Goods and Services Taxes (GST) or any Province or State Tax shall be added to the price for such goods and shall be paid by the Client when it is due to pay the principal sum, unless Client submits a valid tax exemption certificate, and indicates which Products are covered by it.
7.2 Valves sold to an unregistered foreign customer and drop shipped to a Canadian third party are subject to applicable Federal GST; and in Quebec, also to Provincial Sales Tax (PST). This (these) amount(s) will be added to the Purchase Order value at time of order, or when ship to address is confirmed, unless the third party (a GST/PSTregistered customer) provides FluoroSeal with a drop shipment certificate (DSC) stating its name, business number and acknowledging
that it assumes a potential tax obligation with respect to the goods by taking physical possession of them.

8. COUNTRY OF ORIGIN
8.1 FLUOROSEAL® valves are manufactured in various regions of the world. Unless otherwise expressly specified by the Client at time of quotation, FluoroSeal reserves the right, at its sole discretion, to supply valves from any of its manufacturing locations, without disclosing the specific region of origin.
8.2 .In the event of a restriction for specific countries, these restrictions must be communicated by the Client at the time of enquiry, and prior to placing an order. Cost resulting from these restrictions, including but not limited to customs duties, taxes, documentation processing, restocking and/or cancellation are at the responsibility of the Client.

9. SHIPPING TERMS
9.1 All FluoroSeal International shipments are specially packed and crated for -sea or air- worthy shipment. International packing shall be billed to the Client per crate. FluoroSeal reserves the right to make partial shipments.
9.2 The fulfillment of contracts concluded with FluoroSeal shall occur by handing over the Products to the freight carrier (in case of installment by third parties), or, in case of installment by FluoroSeal at the place desired by the Client, upon completion of the installment works and handing over the work to the Client.
9.3 In the absence of any deviating agreement, FluoroSeal will determine the route and means of transportation and will not be responsible for selecting either the cheapest or the fastest route. The costs of any transport as well as the costs of any transport insurance must be borne by the Client.

10. ORDER AND DELIVERY
10.1 No order submitted by the Client shall be considered accepted by FluoroSeal unless and until it is confirmed by FluoroSeal’s signed Sales Order Acknowledgment.
10.2 Client shall be responsible for ensuring the accuracy of the terms of any order, including any applicable specifications, submitted by the Client, and for providing FluoroSeal with any necessary information related to the Products within a sufficient timeframe to enable FluoroSeal to fulfill the Contract in accordance with its terms.
10.3 The quantity, quality, description, and any specifications for the Products shall be as set forth in FluoroSeal’s quotation (if accepted by the Client) or the Client’s order (if accepted by the FluoroSeal).
10.4 Deadlines and delivery dates are estimated on the basis of immediate receipt by FluoroSeal of all information to be furnished by the Client, and when all technical questions have been clarified, and the absence of delays, direct or indirect, resulting from or contributed to by circumstances beyond FluoroSeal’s reasonable control.
10.5 Delivery times are quoted ex-works, after receipt of order. Any deadlines for delivery which have been stated are non-binding. Any dates provided for the delivery of the Products are approximate and FluoroSeal shall not be held liable for any delay in the delivery of the Products, regardless of the cause. Time shall not be of the essence for delivery unless explicitly agreed upon in writing by FluoroSeal. However, FluoroSeal will in good faith comply with these deadlines as precisely as possible, subject to the provisions set forth herein.
10.6 Deadlines for delivery is the date for delivery confirmed in FluoroSeal’s Sales Order Acknowledgement (SOA). If the Client makes changes to its order, the time limit for delivery or performance will begin to run when all of the aforementioned conditions are fulfilled. Each change which is made to the order will cause the stated deadline for delivery or performance to be extended by a reasonable amount.
10.7 If the Client does not receive the Product(s) on the agreed date of delivery, Client must notify FluoroSeal within 48 hours of the agreed date of delivery. FluoroSeal disclaims all liability and the Client waives its rights of recovery, under this provision unless the Client’s information is sufficient to allow FluoroSeal to make a valid claim against the carrier of the Product(s) for such damage, loss or shortage.
10.8 Compliance with the deadline for delivery or performance is also subject to the condition of correct and punctual delivery by FluoroSeal’s own suppliers. Any deadlines for delivery or performance which have been stated will therefore be extended by such periods of time during which FluoroSeal is prevented from making the delivery due to no fault of its own, e.g., due to Force Majeure, machine failures, shortage of raw material, supplier failure to perform or strikes. In the event that a delay appears likely to occur, FluoroSeal is allowed to extend the date of delivery and will inform the Client of this as soon as possible.
10.9 FluoroSeal may withhold, reduce, or suspend delivery of the Product to reasonably allocate its supply capacity between the Client and its other customers if events beyond its reasonable control prevent FluoroSeal from delivering all the Products and fully comply with orders from its other customers.
10.10 FluoroSeal retains the right to withhold delivery of the Product if the Client breaches any terms or conditions of these GSTC or fails to remit any portion of the purchase price for the Product(s) in the specified amounts and at the times outlined in the Agreement.
10.11 The Products may be delivered by FluoroSeal prior to the quoted delivery date upon providing reasonable notice to the Client. FluoroSeal reserves the right to make partial deliveries of the Products at any time.
10.12 If delivery/performance by FluoroSeal is not possible due to Force Majeure, FluoroSeal will be released from the obligation to deliver/perform; however, the Client will receive a refund of any down payment which has been made. Any further claims of the Client, in particular expenses and claims for damages, are excluded.
10.13 In the event that the Client fails to take delivery of the Products or fails to provide adequate delivery instructions at the specified time of delivery (except where such failure is due to reasons beyond the Client’s reasonable control or attributable to the fault of FluoroSeal), FluoroSeal, without prejudice to any other rights or remedies available, may: (i) store the Products until actual delivery and charge the Client for the reasonable costs, including insurance, of such storage; or (ii) sell the Products at the best price readily obtainable and, after deducting all reasonable storage and selling expenses, either account to the Client for any excess over the contractual price or charge the Client for any shortfall below the contractual price.

11. PASSING OF RISKS AND PROPERTY
11.1 The risk of damage to, or loss of, the Product is transferred to the Client(i) in accordance with the rules of the Incoterm indicated in the sell order; and (ii) in the absence thereof, upon handing the Product over to the Client (or the Client’s agent or any person that the Client has duly authorized to accept delivery) or at the agreed date of delivery if the Client fails to take delivery as required under these GSTC.
11.2 The Product shall remain FluoroSeal’s property until FluoroSeal has received payment in full for such Products.
11.3 Until such time as the property of the Products transfers to the Client, the Client shall act as FluoroSeal’s fiduciary
agent and bailee with respect to the Products. The Client shall maintain the Products separately from its own property and that of third parties, ensuring the Products are properly stored, protected, insured, and clearly identified as FluoroSeal’s property.
11.4 If the Client resells the Products to a third party before FluoroSeal receives full payments, the proceeds of the sales shall first apply to pay all amounts due to FluoroSeal.
11.5 In the event any Product is seized or insolvency proceeding are commenced against the Client, prior to full payment being received by FluoroSeal the Client shall, with immediate effect, confirm in writing to its creditors and/or the administrator or receiver that the Product(s) is/are the property of FluoroSeal. The Client shall provide FluoroSeal with a copy of the confirmation issued to the creditors and/or the administrator or receiver immediately thereafter and entitle FluoroSeal to recover or resell the Product.

12. CLAIMS
12.1 Any claims relating to damage in transit, if the Product(s) are at FluoroSeal’s risk, for example missing components and equipment etc. will not be accepted if the said claims are made later than thirty (30) days after the date of delivery. If the Client fails to notify FluoroSeal within thirty (30) days after the Product have been received by Client, such Product shall conclusively be deemed to conform to these GSTC and to have been irrevocably accepted by the Client.
12.2 Upon Client’s receipt of any Product shipped under these GSTC, Client shall promptly inspect the Product and notify
FluoroSeal in writing of any claims regarding shortages, defects, or damages. The Client shall retain the Products awaiting FluoroSeal’s written instructions concerning their disposition.
12.3 FluoroSeal shall not be liable for any claims related to errors in quantity, weight, or number unless such claims are made within ten (10) days following the Client’s receipt of the Product.
12.4 Any claim related to Product defects must be made by the Client in writing, within the warranty period stipulated in article 13.1 hereof, documenting the alleged defect in or damage to the Product.
12.5 The Client should stop using the Product as soon as it detects or could have detected the defect and allow FluoroSeal reasonable time to inspect the Product and the area of their application.
12.6 FluoroSeal shall decide on the claim and inform the Client of its decision within thirty (30) days after receiving the claim, or if tests are deemed necessary, within thirty (30) days after testing the product and receiving the testing results.
12.7 FluoroSeal shall not be held liable for any damages or losses resulting from, or arising out of, any form of delay, irrespective of its nature, except where there is an express written agreement between FluoroSeal and the Client stipulating otherwise.

13. WARRANTY
13.1 FluoroSeal warrants for a period of one year from the date of shipment of its manufactured Products to the extent that FluoroSeal will repair or replace those having defects in material or workmanship when used for the purpose and in the manner which FluoroSeal recommends.
13.2 If FluoroSeal’s examination discloses to its satisfaction that the Products are defective, and an adjustment is required, the amount of the adjustment shall not exceed the net sale price of the defective Product(s) only and no allowance will be made for labor or expense for repairing or replacing defective Products or workmanship or damage resulting from the same.
13.3 FluoroSeal warrants the Products which it sells of other manufacturers to the extent of the warranties of their respective makers. Where engineering design or fabrication work is supplied, Client’s acceptance of FluoroSeal’s design or of delivery of work shall relieve FluoroSeal of all further obligations, other than those expressed in FluoroSeal’s Product warranty.
13.4 FluoroSeal is only liable under this warranty, if the Client has complied with article12. hereof.
13.5 This warranty provided by FluoroSeal shall be rendered null and void in the event that the Client has tampered with, modified, or opened the Product without the presence and supervision of an authorized FluoroSeal representative. Any such unauthorized actions shall be deemed a violation of the terms and conditions of this warranty, and FluoroSeal shall not be liable for any defects, damages, or malfunctions resulting from or in connection with such unauthorized actions.
13.6 THIS IS FLUOROSEAL’S SOLE WARRANTY. FLUOROSEAL MAKES NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE THAT EXCEED THE AFORESTATED OBLIGATION ARE HEREBY DISCLAIMED BY FLUOROSEAL AND EXCLUDED FROM THIS WARRANTY.

14. LIMITATION OF WARRANTY
14.1 FluoroSeal neither assumes, nor authorizes any person to assume for it, any other obligation in connection with the sale of its engineering designs or Products.
14.2 This warranty shall not apply to any Products or parts of Products which (a) have been repaired or altered outside of FluoroSeal’s factory in any manner, except when the product has been repaired on the Client’s premises by a technician duly authorized by FluoroSeal for this purpose; (b) have been subjected to misuse, negligence or accidents; (c) have been used in a manner contrary to FluoroSeal’s instructions or recommendations.
14.3 FluoroSeal shall not be responsible for design errors due to inaccurate or incomplete information supplied by Client or its representatives.

15. LIMITATION OF LIABILITY
15.1 FluoroSeal shall not be liable for any loss, loss of profits or earnings, loss of time, loss of use of any vessel(s),
machinery or equipment, damage, cost of repairs, whether based upon warranty (except for the obligation accepted by FluoroSeal under “Warranty”), contract or negligence, arising in connection with the design, manufacture, sale, use or repair of the Product or of the engineering designs supplied to the Client.
15.2 FluoroSeal shall not be liable for any infringement of a third party’s intellectual property rights caused by the Client’s use of the Product.
15.3 If the Products are to be manufactured, or any process applied to the products, by FluoroSeal in accordance with specifications provided by the Client, the Client shall indemnify and hold FluoroSeal harmless against any and all losses, damages, costs, and expenses awarded against or incurred by FluoroSeal. This includes amounts paid or agreed to be paid by FluoroSeal in settlement of any claim of infringement of any patent, copyright, design, trademark, or other industrial or intellectual property rights of any third party arising from FluoroSeal’s use of the Client’s specification.
15.4 Client is solely responsible for any claims arising as a result of or in connection with its use of the Product other than in accordance with any specification or instruction provided by FluoroSeal to the Client in relation to the Products.
15.5 FluoroSeal shall act with diligence and good faith to discharge its obligations but shall have no liability for not providing or completing its service(s) by or within any particular time unless and only to the extent otherwise agreed in writing.
15.6 For the avoidance of doubt, FluoroSeal shall not be liable for any special, incidental, direct, indirect, consequential, collateral, liquidated, general, punitive, or penal damages (including, without limitation, back-charges, labor costs, costs of removal, replacement, testing, loss of business, loss of profits or revenues, loss of use of the product or any associated goods, damage to associated goods, lateness or delays in delivery, unavailability of product, cost of capital, cost of substitute product, facilities or services, downtime, or claims from Client’s customers or other parties).

16. HAZARDOUS ACTIVITIES
16.1 Except as expressly authorized in writing by FluoroSeal, the Products shall not be utilized in any hazardous activity (including nuclear facility) where the malfunction of a single component could result in significant harm to individuals or property.
16.2 Should the Products be used in such a manner, the Client agrees to defend, indemnify, and hold FluoroSeal harmless from any and all actions, claims, costs, liabilities, and losses arising from or related to the use of the Products in such facilities or activities, including attorneys’ fees and expenses incurred by FluoroSeal in enforcing any indemnification obligation.

17. INTELLECTUAL PROPERTY AND NON-DISCLOSURE
17.1 All intellectual property provided by FluoroSeal to the Client or used or created during the supply of Products and/or Services shall remain the sole property of FluoroSeal together with all rights of use and ownership to it. All such intellectual property shall be deemed confidential and treated accordingly.
17.2 For the purposes of this clause, intellectual property (hereinafter referred to as the “Confidential Information”) shall include (but not be limited to) all technical information, drawings, designs, reports, data, methods and techniques, patents, trademarks, patent or trademark applications, all non-public information belonging to FluoroSeal, confidential or proprietary information of FluoroSeal or provided by FluoroSeal, including but not limited to specifications, samples,
patterns, plans, documents, business operations, customer lists, pricing, discounts or rebates, disclosed by FluoroSeal to the Client, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as“confidential”.
17.3 The Client shall not at any time copy, disclose, release or make accessible in any way to any person, firm or company any trade secrets, methods, technical or commercial know-how, documents, plans, designs, statistics or any other Confidential Information of any kind relating to or belonging to FluoroSeal or FluoroSeal’s Products or processes which may be received or come to the knowledge of the Client at any time in any way, unless authorized in advance by
FluoroSeal in writing.
17.4 Upon FluoroSeal’s request, Client shall promptly return all documents and other materials received from FluoroSeal. Client shall be entitled to injunctive relief for any violation of this clause.
17.5 The Client hereby covenants and agrees not to conduct any chemical analysis, testing, evaluation, formulation, dissection, anatomical examination, or reverse engineering of the Product or any sample or ingredient related to the Product or to FluoroSeal’s belonging, goods or other products. Furthermore, the Client shall not assist or permit any third party to engage in such activities without the prior express written consent of FluoroSeal.
17.6 This clause shall not apply to information which is: (i) in the public domain through no fault of the Client; (ii) known to Client at the time of disclosure; (iii) rightfully obtained by Client on a non-confidential basis from a third party that had a lawful right to disclose it; or (iv) if the Client becomes legally compelled, by a court of law or applicable law or regulation, to disclose any Confidential Information of FluoroSeal. In such case, Client shall provide FluoroSeal with prior notice thereof so that FluoroSeal may seek a protective order or other appropriate remedy to prevent such disclosure. If such protective order or other remedy is not obtained prior to the time such disclosure is required, the Client will only disclose that portion of such Confidential Information which it is legally required to disclose.

18. NON-SOLICITATION
18.1 The Client hereby agrees and covenants that neither the Client, nor any affiliate, representative, or agent of the Client, nor any party to whom the Client discloses Confidential Information, shall solicit, directly or indirectly, any employee, customer, contractor, vendor, manufacturer, distributor, packager, shipper, supplier, or sub-supplier disclosed by FluoroSeal to the Client.The Client shall be bound by the provisions of this clause from the moment a quotation is requested by the Client from FluoroSeal, whether or not it is followed by an actual order. The non-solicitation provisions of this clause shall remain in effect for a period of three (3) years following the last date on which FluoroSeal supplies the Products or Services to the Client; or from the date of the last ‘Request for quotation” by the Client, in case no products were supplied.
18.2 The Client acknowledges that irreparable harm would result to FluoroSeal in the event that FluoroSeal’s employees, customers, contractors, vendors, manufacturers, distributors, packagers, shippers, suppliers, and sub-suppliers cease to work with or maintain a business relationship with FluoroSeal due to the Client’s breach of this clause. Accordingly, FluoroSeal shall be entitled to seek injunctive relief to prevent any breach of the provisions of this clause, in addition to
seeking compensation for damages.

19. FORCE MAJEURE
In the event that any circumstance outside the reasonable control of FluoroSeal and or its suppliers, prevents FluoroSeal from performing its obligations under these GSTC including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, lockdowns, lockups, prolonged shortage of energy supplies, nuclear or natural catastrophes or acts of God – including (but not limited to) hurricanes, tornadoes, tsunamis, typhoons, explosions, and earthquakes – and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, government actions limiting or prohibiting any party from performing its contractual obligations, pandemic, epidemic, quarantine, and unforeseen future impacts of the COVID-19 pandemic; FluoroSeal shall not be liable for any such failure to perform its obligations for the period in which such Force Majeure circumstances may continue.

20. COMPLIANCE WITH LAWS
20.1 FluoroSeal shall take reasonable measures to ensure that the Products comply with applicable laws and regulations; however, the Client acknowledges that the Products may be used in various jurisdictions for diverse applications subject to different regulations, and thus, FluoroSeal cannot warrant compliance with all applicable laws and regulations. The Client disclaims any representation or warranty that the Products conform to federal, state, or local laws, regulations, ordinances, codes, or standards, except as expressly stated in writing by FluoroSeal.
20.2 Client warrants and represents that it shall comply with all applicable laws, regulations, and ordinances, and is not subject to any trade sanctions imposed by the U.S, EU, and/or UN.
20.3 Client warrants and represents that it is in compliance and shall comply with all applicable laws and regulations related to trade restrictions and/or export controls, including trade sanctions imposed by the U.S., EU, and/or UN, with respect to the Products sold hereunder, and shall provide evidence of compliance as reasonably requested by FluoroSeal from time to time.
20.4 Client also represents and warrants that it is not listed, nor is it associated with any organization listed, on any entity list maintained by the U.S, EU, and/or UN that identifies parties to whom the sale of goods or services is restricted or prohibited.

21. NON-ASSIGNMENT
The Client may not assign or transfer its rights and obligations under these GSTC to a third person without the prior written consent of FluoroSeal.

22. ADDITIONAL REMARKS
In order to cover administrative costs associated with requests for additional documentation, a flat fee will be assessed on every order requiring material and/or hydrostatic test reports.

23. SEVERABILITY
23.1 In the event that any provision of these GSTC is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of the remaining provisions herein or the validity, legality, or enforceability of such provision in any other jurisdiction.
23.2 Any such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the Parties as closely as possible. If such modification is not possible, the offending provision shall be deemed severed from these GSTC, and the remaining provisions shall continue in full force and effect.

24. GOVERNING LAW AND JURISDICTION
24.1 These General Sales Terms and Conditions shall be governed by and construed in all respects in accordance with the laws of the Province of Quebec – Canada.
24.2 Any suit, action or proceeding relating to these terms and conditions may be instituted in any competent court sitting in the district of Montreal, Quebec, Canada.

25. SURVIVAL
Provisions of these GSTC which by their nature should apply beyond the Term of the Contract will remain in force after any termination or expiration of these GSTC including, but not limited to, the following provisions: Intellectual Property and Non-Disclosure, Non-Solicitation, Compliance with Laws, Governing Law and Jurisdiction, and Survival.

26. LANGUAGE CONSENT
Both FluoroSeal and the Client acknowledge that it is their express wish, desire and request that these GSTC, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant to these GSTC or relating directly or indirectly to these GSTC, be drawn up in English. FluoroSeal et le Client reconnaissent expressément qu’il est de leur volonté, souhait et demande que les présentes conditions générales de vente (CGV ), ainsi que tous les documents, avis et procédures juridiques établis, remis ou intentés en vertu des présentes CGV ou s’y rapportant directement ou indirectement, soient rédigés en langue anglaise.

These General Sales Terms and Conditions are deemed to be included in every contract of sale entered into by FluoroSeal for delivery of goods, unless expressly excluded or varied in writing, signed on behalf of FluoroSeal.