GENERAL SALES CONDITION

These terms and conditions of sale (these "Terms") are the only terms which govern the sale of the parts and products (the "Products") from Elesa Canada Limited (“Elesa”) to the entity named in the “Sold To” section of the Elesa Order Acknowledgement attached hereto (the “Purchaser”):

LIMITED WARRANTY

All parts and products sold are warranted by Elesa S.p.A. to the Purchaser only against defects in workmanship or materials under normal and intended use for six (6) months after date of purchase and only to Purchasers for Resale or for use in business or Original Equipment Manufacturers, and not to any consumers or end users for personal use. Any part or product which is returned, at the Purchaser’s expense, and determined by Elesa to be defective in material or workmanship will be, as the Purchaser’s exclusive remedy, repaired or replaced or, at Elesa’s option, the purchase price may be refunded. The Purchaser shall not be required to return a defective part or product to Elesa if: (1) the part or product was destroyed as a result of its defect or any defect in any part covered by this warranty, and (2) Elesa is reasonably satisfied that the part was defective at the time of sale. If both of these conditions are met, Elesa shall replace the part or product in the same manner provided herein as if the buyer had returned it to Elesa.

LIMITATION OF LIABILITY

In consideration for the sale of the Products to the Purchaser by Elesa, Elesa S.p.A and the Purchaser agree that:

1. IN NO EVENT SHALL ELESA OR ELESA S.P.A BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY THE PURCHASER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
2. IN NO EVENT SHALL ELESA AND ELESA S.P.A'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SALE OF THE PRODUCTS OR THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO ELESA AND ELESA S.P.A BY THE PURCHASER FOR THE PRODUCTS SOLD HEREUNDER.

WARRANTY DISCLAIMER

Although Elesa and Elesa S.p.A works to illustrate and describe its catalogue Products accurately, such illustrations and descriptions are for the sole purpose of identification, and do not express or imply a warranty that the Products are merchantable or fit for a particular purpose or that the Product(s) will necessarily conform to the illustrations or descriptions. The limited Warranty statement made above is the sole express warranty given by Elesa and Elesa S.p.A and is in lieu of all other express warranties, whether oral or written, and any implied warranty, including without limitation, warranties of merchantability or fitness for a particular purpose, all to the extent permitted by applicable provincial or territorial law and the federal laws of Canada applicable to such applicable province or territory.

Elesa and Elesa S.p.A do not warrant or represent that Products sold comply with the laws of any jurisdiction, including, but not limited to, Occupational Health and Safety Act (Ontario), as amended or replaced from time to time or similar health and safety laws of any other province or jurisdiction.

EXCEPT FOR THE WARRANTIES HEREINBEFORE SET FORTH IN ELESA AND ELESA S.P.A MAKE NO CONDITION OR WARRANTY WHATSOEVER WITH RESPECT TO ANY OF ITS PRODUCTS, INCLUDING ANY (a) CONDITION OR WARRANTY OF MERCHANTABILITY; (b) CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) CONDITION OR WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

MANUFACTURER’S WARRANTIES

Many of the Products sold by Elesa to its Purchaser are further warranted to end users by such Purchasers who incorporate the product sold by Elesa into products manufactured by the Purchaser. Elesa and Elesa S.p.A assume no liability or responsibility for the content or terms of the Purchaser’s warranty to its customers, or the content of such manufacturer’s warranties or literature, and any limited warranties provided in these terms shall not extend to such end users.

ENTIRE AGREEMENT

No terms, conditions, or warranties other than those stated in these Terms, and no agreement or understanding, oral or written, in any way purported to modify these Terms whether contained in the Purchaser’s purchase order or elsewhere, shall be binding on Elesa or Elesa S.p.A unless made in writing and signed by an officer of Elesa or Elesa S.p.A, as applicable.

GOVERNING LAW

All matters arising out of or relating to this these Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Any legal suit, action, litigation or proceeding of any kind whatsoever in any way arising out of, from or relating to these Terms or the sale of the Products to the Purchaser, including all exhibits, schedules, attachments, and appendices attached to these Terms, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario, and each of Elesa and the Purchaser irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation or proceeding. Service of process, summons, notice, or other document by mail to such Party's address set forth herein shall be effective service of process for any suit, action, litigation or other proceeding brought in any such court. Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

DECLARATION OF CONFORMITY

“We hereby certify under our sole responsibility that all Products supplied by Elesa have been inspected and tested in accordance with the procedures of the Quality System (as per the ISO 9001 Quality Assurance Standard) and the conditions and requirements of the confirmation of order, conform in all respects on the specification(s) contained in this catalogue, relevant thereto”. Condition of materials as dispatched.

DELIVERY AND RISK OF LOSS

The Purchaser assumes all risk of loss of damage, thru to from the time Products are presented for loading. If package is received in damaged condition, it is the Purchaser’s responsibility to contact the carrier and retain the package for inspection.

DELIVERY

All items are regularly stocked. Normal shipments are to be made by a reputable carrier such as UPS, FedEx, Purolator, Etc., (the “Transport Carrier”). Special delivery methods are available upon request. Purchaser must register complaints with the Transport Carrier if there is a delay in transport, loss of Products, discrepancy in weight or quantity in transit occurs.

Freight Charge: All shipments are F.O.B. Mississauga, Ontario.

Terms of Sale: All Sales are net 30 upon credit approval. To all others, Credit Cards including MasterCard, Visa and American Express, are accepted. COD orders are also accepted.

RETURNS

All returns due to our error, will receive credit in full including Freight charges, back to Elesa. All other returns are subject to a minimum 25% restocking charge.

No returns will be accepted without a return authorization number.

No returns will be accepted on machined parts to Purchaser specifications.

No returns will be accepted after 30 days from when Products are received by Purchaser.

All authorized returns must be sent back to us via the Transport Carrier with the return shipping charges prepaid and with reference to Elesa’s authorization number and Invoice number.