GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS AND SERVICES

The following General Terms and Conditions for the Sale of Goods and Services (the “Terms”) apply to all sales of Goods and/or the performance of all Services by Canada First Inc. (“CFI”). All purchases by Customer are expressly limited and conditional upon acceptance of the Terms.

The Terms are subject to change by CFI without prior written notice at any time, in CFI’s sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced above.

Interpretation; Definitions.

• In these Terms, the following words shall have the following meanings:

1. 1. “Contract” means the agreement between Customer and CFI arising as a result of Customer’s acceptance of CFI’s Offer by way of execution of CFI’s Offer (or such other method of acceptance, if otherwise specified in the Offer), for the supply of Goods and/or Services. Such Contract shall be deemed to incorporate and be governed by these Terms. 
   2. “Customer” means the purchaser of the Goods and/or the Services from CFI pursuant to the Contract.
   3. “Delivery Date” means the date when the Goods and Services are to be delivered and performed, as agreed to by the Parties.
   4. “Deposit” means a non-refundable deposit in an amount equal to 50% of the applicable Purchase Price.
   5. “Goods” means the goods, materials, equipment, parts and/or products to be sold by CFI to Customer, or to be supplied by CFI as part of the Services, including, without limitation, commercial and residential window film, and deadbolt locks, pursuant to and as specified in the Contract.
   6. “Installation Terms and Conditions” means CFI’s terms and conditions which apply to the installation of the Goods and which form part of these Terms.
   7. “Maintenance Guidelines” means the standard maintenance guidelines which apply to installed Goods.
   8. “Material Installation Defect” means a significant flaw or error in the application of the window film that impacts the performance or durability of the Goods, such as wrinkles or creases, misalignment, significant contaminants trapped under the Goods, inconsistent adhesion, and abnormal film delamination. A Material Installation Defect does not include airborne particles that may attach to the Goods during installation (which may result in a few small particles being trapped between the Goods and the glass after installation), or light reflections that do not affect the Goods performance, durability, or longevity.
   9. “Offer” means the electronic form issued by CFI to Customer detailing the specific Goods and Services to be provided by CFI to Customer and which includes links to the Terms, the Installation Terms and Conditions and the Privacy Policy, and which may, among other things, specify items such as the type, dimensions and quantity of the Goods, the type of Services, the proposed delivery date, the address of the Premises, and other relevant instructions that may have been submitted by Customer for the purchase of the Goods and Services.

• “Parties” means, collectively, CFI and Customer and “Party” means CFI or Customer.

1. 1. “Premises” means the location designated by Customer where the Goods and Services are to be provided to Customer.
   2. “Privacy Policy” means CFI’s privacy policy.
   3. “Services” means the services to be provided by CFI to Customer pursuant to and as specified in the Contract.

• The headings in these Terms are for reference only and do not affect the interpretation of these Terms.

Applicability.

1. The Contract, including these Terms and the Installation Terms and Conditions, comprise the entire agreement between the Parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Offer, these Terms shall govern, unless the Offer expressly states that the terms and conditions of the Offer shall control.
2. These Terms prevail over any of Customer’s general terms and conditions of purchase regardless of whether or when Customer has submitted its request for proposal, Customer’s acceptance of CFI’s Offer or such terms. Fulfilment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.
3. Notwithstanding anything to the contrary contained in this Agreement, CFI may, from time to time change the Services without the consent of Customer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Contract.

Offer and Formation of Contract.

1. An Offer issued by CFI to Customer constitutes an offer by CFI to provide the Goods and/or Services in accordance with these Terms.
2. Unless otherwise stated in writing by CFI, CFI’s offer shall be valid for thirty (30) days from the date of such Offer. Any extension to the validity period shall be at CFI’s sole discretion. CFI reserves the right to withdraw and/or revise the Offer at any time during the validity by written notice to Customer, unless it is accepted by Customer in its entirety. The prices offered by CFI apply only to the specific details of the Offer.
3. Customer’s execution of CFI’s Offer (or other method of acceptance, if otherwise specified in the Offer) shall conclusively evidence Customer’s unconditional acceptance of CFI’s Offer and the Terms, and a Contract for the sale of Goods and/or Services shall become binding on CFI and Customer.
4. Once Customer accepts CFI’s Offer and has paid the Deposit, Customer shall have no right to amend the Contract, unless CFI consents in writing to such amendment, which consent may be withheld. If any such changes cause an increase in the cost or time required for performance of any part of the Contract, an equitable adjustment shall be made to the price and/or delivery schedule, and the Parties shall execute a written modification to the Contract to reflect such changes and adjustments.

Price of Goods and Services; Payments Terms.

1. Customer shall purchase the Goods and/or Services from CFI at the prices set forth in the Offer.
2. Unless otherwise set out in the Offer, payment of the purchase price (the “Purchase Price“) shall be made, in part, by an initial Deposit prior to the delivery of the Goods and/or performance of the Services. The Deposit will become immediately due on Customer’s acceptance of the Offer. The balance of the Purchase Price shall be due and payable on the day prior to the Delivery Date, and in any event, no later than the Delivery Date.
3. CFI is not obligated to perform any of its obligations under the Contract until Customer has paid the Deposit as stipulated.
4. CFI reserves the right to amend its prices and the Purchase Price at any time without notice, to reflect any increases in the costs to CFI. If CFI increases the Purchase Price, then these Terms shall be construed as if the increased Purchase Price was originally inserted herein, and Customer shall be billed by CFI on the basis of such increased Purchase Price. Errors in the Purchase Price or the pricing of any Goods or Services or related terms by CFI or any of its personnel, which may, in CFI’s sole discretion, be deemed clerical errors or system errors are subject to correction or amendment by CFI at any time. CFI reserves the right to refuse or cancel any orders placed for Goods and/or Services listed at the incorrect price. 
5. All prices are exclusive of all harmonized sales tax, goods and services tax, sales tax, value added tax, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Customer. Customer shall be responsible for all such charges, costs, and taxes; provided that, Customer shall not be responsible for any taxes imposed on, or with respect to, CFI’s income, revenues, gross receipts, personnel or real or personal property, or other assets. 
6. Customer shall not be entitled to deduct, set-off or to withhold payment of any part of the Purchase Price for any reason whatsoever.
7. Customer shall make all payments hereunder by either credit card, e-transfer or electronic funds transfer (EFT) and in Canadian dollars.
8. Customer shall pay interest on all late payments at the lesser of the rate of two percent (2.0%) per annum or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse CFI for all costs incurred in collecting any late payments, including, without limitation, legal fees. In addition to all other remedies available under these Terms or at law (which CFI does not waive by the exercise of any rights hereunder), CFI shall be entitled to suspend the delivery of any Goods and the performance of Services if Customer fails to pay any amounts when due hereunder and such failure continues for thirty (30) days following written notice from CFI.
9. Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with CFI, whether relating to CFI’s breach, bankruptcy or otherwise.

Delivery of Goods.

• Delivery of the Goods shall be made by CFI delivering the Goods to Customer’s Premises on the Delivery Date and time as set out in the Contract, or any such date and time agreed to by the Parties.
• If for any reason Customer fails to take delivery of the Goods on the Delivery Date, or if CFI is unable to deliver the Goods at the time stated for delivery because Customer has not provided appropriate instructions, documents, licenses or authorizations (otherwise than by reason of any cause beyond Customer’s reasonable control, as determined by CFI, acting reasonably) then, without prejudice to any other right or remedy available to CFI, CFI may:

1. 1. store the Goods until actual delivery, whereupon Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance); or
   2. terminate the Contract and Customer shall pay CFI any damages suffered by CFI as a result of the termination.
   3. CFI shall not be liable for any non-delivery of the Goods (even if caused by CFI’s negligence). Any liability of CFI for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.

Performance of Services and Cancellation of Services.

• CFI shall use reasonable efforts to meet any performance dates to render the Services specified in the Contract, and any such dates shall be estimates only.
• Customer shall comply with the terms and conditions set forth in the Installation Terms and Conditions, and Customer acknowledges and agrees that CFI’s performance of the Services is contingent on Customer complying with the Installation Terms and Conditions.
• With respect to the performance of the Services and in addition to the Installation Terms and Conditions, Customer shall:

1. 1. cooperate with CFI in all matters relating to the Services and provide such access to the Premises and other facilities as may reasonably be requested by CFI, for the purposes of performing the Services;
   2. respond promptly to any request from CFI to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for CFI to perform the Services in accordance with the requirements of the Contract;
   3. obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

• If Customer does not adhere to the Installation Terms and Conditions and these Terms, CFI may cancel the Services, and Customer shall be liable for all costs and expenses incurred by CFI that arise from or relate to the Contract or the Services before the cancellation of the Services.
• Customer may cancel the Services by giving notice to CFI at least forty eight (48) hours before the scheduled time for the Services (the “Cancellation Notice”). The Cancellation Notice must be delivered in writing to CFI via email at CFI’s email address: [email protected]. The cancellation is effective upon CFI’s acknowledgement of receipt of the Cancellation Notice. If Customer cancels the Services with a proper Cancellation Notice, CFI may reschedule the Services at a mutually agreed time. Any non-refundable deposits paid by Customer shall be retained by CFI. If Customer fails to give CFI a proper Cancellation Notice, Customer shall pay to CFI a cancellation fee in an amount equal to the greater of: (a) CAD$1,000.00, plus taxes, or (b) fifty percent (50%) of the total cost of Services. CFI may make exceptions to the cancellation terms in cases of emergencies or unforeseen circumstances, at the sole discretion of CFI.

Title and Risk of Loss.

Risk of damage to or loss of the Goods shall pass to Customer on the Delivery Date as follows: 

• in the case of Goods to be delivered the Premises, at the time of delivery; or
• if Customer fails to take delivery of the Goods, the time when CFI has tendered delivery of the Goods.
• Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to Customer until CFI has received payment in full of the price of the Goods. Until that time, Customer shall not dispose of or encumber the Goods for the benefit of third parties.

1. As collateral security for the payment of the purchase price of the Goods, Customer hereby grants to CFI a lien on and security interest in and to all of the right, title, and interest of Customer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Ontario Personal Property Security Act.

Customer’s Acts or Omissions.

• If CFI’s performance of its obligations under the Contract is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants or employees, CFI shall not be deemed in breach of its obligations under the Contract or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

Manufacturer’s Warranty and Disclaimers.

1. CFI does not manufacture or control any of the Goods offered by CFI and the Goods are covered by the manufacturer’s warranty in effect at the time of the Offer. Customer acknowledges and agrees that for the purposes of warranty, and unless advised otherwise, all Goods come with a manufacturer’s 10-year warranty, subject to the manufacturer’s particular warranty terms which shall be provided to Customer by CFI upon completion of the Services.
2. CFI warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under the Contract.
3. CFI warrants that the Services supplied by CFI will be free of any Material Installation Defect for the normal lifetime of the Goods. This warranty section is non-transferrable. For the avoidance of doubt, this warranty section only applies to the installation Services and does not extend to any manufacturing or latent defects whether material or otherwise in relation to the Goods.
4. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 9.2 AND SECTION 9.3, CFI MAKES NO CONDITION OR WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY: (A) WARRANTY OR CONDITION OF MERCHANTABILITY; (B) WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OR CONDITION 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.
5. CUSTOMER AFFIRMS THAT CFI SHALL NOT BE LIABLE TO CUSTOMER FOR ANY WARRANTIES PROVIDED BY THE MANUFACTURER FOR THE GOODS.
6. CUSTOMER AFFIRMS THAT CFI SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY OR CONDITION CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOUR ITS WARRANTY OBLIGATIONS TO CUSTOMER.
7. In relation to any manufacturing or latent defects in the Goods, CFI will so far as it reasonably can, transfer to Customer the benefit of any warranty which may have been given by the manufacturer of any such Goods.
8. CFI shall not be liable for a breach of the warranties set forth in Section 9.2 and Section 9.3 unless: (a) Customer gives written notice of the defective Services, reasonably described, to CFI within thirty (30) days of the time when Customer discovers or ought to have discovered the defect; (b) CFI reasonably verifies Customer’s claim that the Services are defective.
9. CFI shall not be liable for a breach of the warranty set forth in Section 9.2 or Section 9.3 if the Goods are subjected to misuse, improper care, or external interferences beyond CFI’s control, such as (but not limited to) any person other than CFI picking at the window film edges, using sticky tape or other adhesives on the installed Goods, or any issues with the window itself, such as (but not limited to) water leakage or other damage to the window, or if the defect arises because Customer failed to follow CFI’s oral or written instructions as to the use or maintenance of the Goods, or if Customer failed to abide by the Installation Terms and Conditions.
10. Subject to Section 9.8 and Section 9.9 above, with respect to any Services subject to a claim under the warranty set forth in Section 9.2 or Section 9.3, CFI shall repair or reperform the applicable Services.

Limitation of Liability.

• IN NO EVENT SHALL CFI 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 CUSTOMER OR COULD HAVE BEEN REASONABLY FORESEEN BY CUSTOMER, 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.

• IN NO EVENT SHALL CFI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE VALUE OF THE AMOUNTS PAID TO CFI FOR THE GOODS AND SERVICES SOLD HEREUNDER.

• CFI’S LIABILITY IS FURTHER LIMITED BY THE TERMS AND CONDITIONS SET OUT IN THE INSTALLATION TERMS AND CONDITIONS.

  • The limitation of liability set forth in Section 10.2 shall not apply to (a) liability resulting from CFI’s gross negligence or wilful misconduct, and (b) death or bodily injury resulting from CFI’s acts or omissions.
  • With respect to the performance of Services and the installed Goods, CFI shall not be liable to Customer for:
• 1. any damage or issues arising from Customer’s failure to prepare the Premises according to the Installation Terms and Conditions;
  2. any damage caused by the condition of the window glass surface at the Premises, including existing scratches, cracks, or other damage existing prior to the Services, and any resulting issues, such as visibility through the installed Goods, damage to the installed Goods, premature failure, or improper adhesion of the installed Goods due to the existing condition;
  3. any defects or failures of the installed Goods caused by external factors beyond CFI’s control, such as extreme weather conditions or improper maintenance care by Customer; 
  4. any damage, issues, defects or failures of the installed Goods arising from Customer’s failure to follow the use and maintenance instructions for the Goods, including, but not limited to, the Maintenance Guidelines;
  5. any cosmetic finishing, drywall and other minor repair, painting and caulking of doors, walls, baseboards, casings, trims and others; and
  6. any impact on the performance or appearance of the installed Goods due to subsequent alterations or repairs made to the Premises by Customer or third parties.
  7. Insurance.
• During the term of the Contract, Customer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in an amount sufficient to pay for any potential liabilities hereunder with financially sound and reputable insurers. Upon CFI’s request, Customer shall provide CFI with a certificate of insurance from Customer’s insurer evidencing the insurance coverage specified in these Terms. Customer shall provide CFI with ten (10) days’ advance written notice in the event of a cancellation or material change in Customer’s insurance policy. Except where prohibited by law, Customer shall require its insurer to waive all rights of subrogation against CFI’s insurers and CFI.

Compliance with Law.

1. Customer shall comply with all applicable laws, regulations, and ordinances. Customer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Contract.

Force Majeure.

1. CFI shall not be liable or responsible to Customer, nor be deemed to have defaulted under or breached the Contract, for any failure or delay in fulfilling or performing any term of the Contract when and to the extent such failure or delay is caused by or results from acts beyond CFI’s reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, tsunami, fire, earthquake, explosion; (c) epidemics, pandemics; (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (e) government order, law or actions; (f) embargoes or blockades in effect on or after the date of the Contract; (g) national or regional emergency; (h) strikes, lockouts, labour stoppages or slowdowns, labour disputes, or other industrial disturbances; (i) shortage of adequate power or telecommunications or transportation facilities; (j) failure of any governmental or public authority to grant a necessary licence or consent; and (k) other events beyond the reasonable control of CFI.
2. The occurrence of a Force Majeure Event does not relieve Customer of its obligation to make payments to CFI as required by the Contract.
3. CFI shall make reasonable efforts to resume the performance of its obligations as soon as reasonably practicable after the removal of the cause of the Force Majeure Event. Should a single Force Majeure Event continue for a continuous period of more than sixty (60] days then CFI may give written notice to Customer to terminate the Contract effective as of the date of the notice.

Termination.

• In addition to any remedies that may be provided under these Terms, CFI may terminate the Contract with immediate effect upon written notice to Customer, if Customer:

1. 1. fails to pay any amount when due under the Contract and such failure continues for thirty (30) days after Customer’s receipt of written notice of non-payment;
   2. has not otherwise performed or complied with any of these Terms, in whole or in part; or
   3. becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
      

Waiver.

1. No waiver by CFI of any of the provisions of the Contract is effective unless explicitly set forth in writing and signed by CFI. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Contract operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Confidential Information.

1. All non-public, confidential or proprietary information of CFI, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by CFI to Customer, 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” in connection with the Contract is confidential, solely for the use of performing the Contract and may not be disclosed or copied unless authorized in advance by CFI in writing. Upon CFI’s request, Customer shall promptly return all documents and other materials received from CFI. CFI shall be entitled to injunctive relief for any violation of this Section.
2. Confidential Information does not include information that is:
3. in the public domain;
4. known to Customer at the time of disclosure; or
5. rightfully obtained by Customer on a non-confidential basis from a third party. 

Governing Law.

1. All matters arising out of or relating to the Contract are governed by and construed in accordance with the laws of the Ontario and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of British Columbia. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Contract.
2. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from, or relating to the Contract, including all exhibits, schedules, attachments, and appendices attached to the Contract, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario, and each Party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding.

General.

1. These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each Party.
2. Customer shall not assign any of its rights or delegate any of its obligations under the Contract without the prior written consent of CFI. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves Customer of any of its obligations under the Contract.
3. The relationship between the Parties is that of independent contractors. Nothing contained in the Contract shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
4. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than Customer.
5. If any term or provision of the Contract is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Contract or invalidate or render unenforceable such term or provision in any other jurisdiction.