THIS SALES AGREEMENT (the “Agreement”)

BETWEEN:

Salumatics Inc. of 10-3250 Ridgeway Drive, Mississauga, ON L5L 5Y6

(the ‘Seller’)

OF THE FIRST PART

– AND –

(the ‘Buyer’)

OF THE SECOND PART

IN CONSIDERATION OF THE COVENANTS and agreements contained in this Sales Agreement the parties to this Agreement agree as follows:

  1. Sale of Goods

The Seller will sell, transfer and deliver to the Buyer the following goods, and perform the below services, on an ongoing basis. (the ‘Goods’): The Salumatics We-Cycle Bankers Box Program and/or The Salumatics We-Cycle Office Box Program and/or Physical Storage Services.

The Seller will provide the following services to the Buyer: Secure Destruction of paper records on a one-time basis, reoccurring basis, or a monthly subscription service basis and/or Physical Storage of physical paper records.

  1. Purchase Price

The Buyer agrees to purchase the Goods and pay for the Goods with the sum of the quoted or posted at any of our retail facilities (the “Purchase Price”), paid by Cash, Credit, Debit, Net Terms if approved as required in the Payment section of this Agreement in Canadian Funds.

The Seller and the Buyer both acknowledge the sufficiency of this consideration. In addition to the Purchase Price specified in this Agreement, the amount of any present or future use, excise, or similar tax applicable to the sale of the Goods will be paid by the Buyer.

The Purchase Price is exclusive of sales tax, sales tax will be added to each Point of Sale Transaction or Invoice and is payable by the Buyer.

  1. Payment

The Buyer will make payment for the Goods at the time when, and at the place where, the Goods are received by the Buyer or, in the alternative, when any document of title or registrable bill of sale, bearing any necessary endorsement, is tendered to the Buyer.

  1. Delivery of Goods

The Goods will be delivered to the Buyer at one of the Seller’s locations. The Seller’s head office location is: 10-3250 Ridgeway Drive, Mississauga, ON L5L 5Y6.

  1. Risk of Loss

Risk of loss will be solely on the Buyer from the time of delivery to the Seller or pickup from the Buyer by the Seller.

  1. Warranties

THE GOODS ARE SOLD ‘AS IS’ AND THE SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Seller does not assume or authorize any other person to assume on the behalf of the Seller, any liability in connection with the sale of the Goods. The Buyer has been given the opportunity to review the terms & conditions of the Goods or to have it reviewed and the Buyer has accepted the Goods and the terms in which they have been furnished.

  1. Title

Title to the Goods will transfer to the Seller at point of delivery and actual receipt of the Goods by the Seller or, in the alternative, the Seller executes a document of title or registrable Bill of Sale of the Goods, bearing any necessary endorsement, to the Seller.

  1. Security Interest

The Seller retains a security interest in the Goods until paid in full.

  1. Inspection

Inspection will be made by the Buyer at the time and place of pickup, delivery or drop-off. All sales are final, and no refunds or exchanges are permitted or allowed.

  1. Claims

The Buyer’s failure to give notice of any claim at time of purchase, delivery, or pickup will constitute an unqualified acceptance of the Goods and a waiver by the Buyer of all claims with respect to the Goods.

  1. Excuse for Delay or Failure to Perform

The Seller will not be liable in any way for any delay, non-delivery or default in shipment due to labour disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents and other causes beyond the control of the Seller or its suppliers. If the Seller, in its sole judgment, will be prevented directly or indirectly, on account of any cause beyond its control, from delivering the Goods at the time specified or within one month after the date of this Agreement, then the Seller will have the right to terminate this Agreement by notice in writing to the Buyer, which notice will be accompanied by full refund of all sums paid by the Buyer pursuant to this Agreement.

  1. Remedies

The Buyer’s exclusive remedy and the Seller’s limit of liability for any and all losses or damages resulting from defective goods or from any other cause will be for the Purchase Price of the particular delivery with respect to which losses or damages are claimed, plus any transportation charges actually paid by the Buyer.

  1. Cancellation

The Seller reserves the right to cancel this Agreement:

  • if the Buyer fails to pay for any shipment when due;
  • in the event of the Buyer’s insolvency or bankruptcy; or
  • if the Seller deems that its prospect of payment is impaired.
  1. Notices

Any notice to be given or document to be delivered to the Buyer pursuant to this Agreement will be sufficient if delivered via email to the Buyers email address on file. Any written notice or delivery of documents will have been given, made and received on the day of delivery if delivered electronically.

  1. General Provisions

Headings are inserted for the convenience only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

All representations and warranties of the Seller contained in this Agreement will survive the closing of this Agreement.

The Buyer may not assign its right or delegate its performance under this Agreement without the prior written consent of the Seller, and any attempted assignment or delegation without such consent will be void. An assignment would change the duty imposed by this Agreement, would increase the burden or risk involved and would impair the chance of obtaining performance or payment.

This Agreement may be modified from time to time and the most updated version will be posted online at https://www.salumatics.com/we-cycle-complete-terms-and-conditions. All the parties in this Agreement agree to be bound to the most recent and updated of this agreement posted online.

This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the Seller and the Buyer hereby attorn to the jurisdiction of the Courts of the Province of Ontario.

If any clause of this Agreement is held unconscionable by any court of competent jurisdiction, arbitration panel or other official finder of fact, the clause will be deleted from this Agreement and the balance of this Agreement will remain in full force and effect.

This Agreement will inure to the benefit of and be binding upon the Seller and the Buyer and their respective successors and assigns.

This Agreement may be executed in counterparts. Facsimile and digital signatures on estimates, quotations, Point of Sale Terminals and other purchase platforms are binding and are considered to be original signatures.

Time is of the essence in this Agreement.

This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise. The Buyer acknowledges that it has not relied upon any representations of the Seller as to prospective performance of the Goods but has relied upon its own inspection and investigation of the subject matter.

IN WITNESS WHEREOF the parties have executed this Sales Agreement by signing an estimate, sales order, or completing a purchase on a point of sale terminal.