Terms and Conditions of Use and Service

These Terms and Conditions ("Terms") constitute a legally binding contract between CFI Industries Inc. (legal name: 10330787 Canada Inc., NEQ 1172965064, hereinafter "CFI", "we", "our") and any natural or legal person (hereinafter "you", "User", "Client") who: (a) browses cfiindustrie.com or its sub-domains (the "Site"), (b) submits a form on the Site, (c) requests, accepts or receives a service, quote, product or work from CFI. By using the Site or requesting our services, you acknowledge having read, understood and accepted these Terms in full. If you do not accept these Terms, you may not use the Site or solicit our services.

For purposes of these Terms:
• "Services" means all services offered by CFI: design, fabrication, sale, installation, repair, maintenance, welding and inspection of grain silos, elevators, conveyors, industrial mechanical equipment, and the leasing of certified workforce (CWB welders, industrial mechanics, operators).
• "Contract" means any written or verbal agreement between CFI and a Client regarding the Services, including any accepted quote, purchase order, master agreement or work order.
• "Site" means cfiindustrie.com and all its sub-domains, content and features.
• "Content" means all text, images, videos, logos, trademarks, software, code, structured data and any other information published on the Site.

You represent and warrant that: (a) you are 18 years of age or older and have full legal capacity to contract; (b) if acting on behalf of a legal entity, you have the authority to bind it; (c) all information you provide us is accurate, complete and current. CFI reserves the right to refuse any inquiry, quote or contract if these representations prove false.

Any quote or proposal issued by CFI: (a) is valid for 30 calendar days from its date of issue, unless otherwise stated in writing; (b) is based on information transmitted by the Client and may be revised if such information proves inaccurate, incomplete or modified; (c) remains a non-binding offer until written acceptance by the Client and written confirmation by CFI; (d) binds CFI only to the extent of the services expressly described therein — any additional service, modification or addition is subject to a separately priced amendment. The Contract is formed on the date of CFI's written confirmation or at the actual start of the work, whichever comes first.

Unless otherwise contractually agreed:
• Invoices are payable net 30 days from the date of issue;
• An advance of up to 50% of the contract amount may be required for materials orders and crew mobilization;
• Any late payment bears interest at the annual rate of 18% compounded monthly (1.5% per month) from the due date, without prior formal notice;
• Reasonable collection costs, attorney fees and judicial costs related to enforced payment are borne by the defaulting Client;
• CFI reserves the right to suspend Services in case of payment delay exceeding 15 days, after 5 business days written notice;
• No unilateral discount or set-off may be claimed by the Client without CFI's prior written agreement.

CFI warrants its Services against manufacturing defects and execution faults under the following conditions:

CWB welds: compliance warranty with Canadian Welding Bureau standards CSA W47.1 (structural steel) for twelve (12) months from delivery or final acceptance.

Silo and equipment installation: proper functioning warranty for twelve (12) months from commissioning, under normal conditions of use and maintenance compliant with manufacturer instructions.

Third-party branded parts (Symaga, GSI, gear motors, bearings, etc.): the applicable warranty is the original manufacturer's. CFI acts only as intermediary to forward claims.

Express limitations: to the fullest extent permitted by sections 1474 et seq. of the Civil Code of Quebec, are excluded from warranty: (a) damages caused by abnormal use, overload, unauthorized modification or lack of maintenance; (b) normal wear; (c) damages caused by force majeure (s. 1470 C.C.Q.); (d) indirect, incidental, consequential damages or loss of profits; (e) apparent defects not reported in writing within 30 days of delivery or final acceptance.

No implied warranty of merchantability or fitness for a particular purpose is granted beyond the express warranties above, subject to the public order provisions of the Civil Code of Quebec and the Consumer Protection Act in the rare cases where it would apply.

To the fullest extent permitted by applicable law:

Liability cap: CFI's total and cumulative liability to the Client, under all causes combined (contractual, extracontractual, tort, warranty or otherwise), is limited to the greater of: (i) the total amount actually paid by the Client to CFI under the relevant Contract during the twelve (12) months preceding the triggering event, or (ii) CAD $50,000.

Excluded damages: CFI shall in no event be liable for indirect, incidental, special, exemplary, consequential or punitive damages, including without limitation: loss of profits, loss of revenue, loss of production, loss of goodwill, loss of data, business interruption, loss of opportunity, reputational damage, even if CFI was advised of the possibility of such damages.

Public order reserves: the present limitation does not apply to damages caused by: (a) intentional fault or gross negligence of CFI within the meaning of section 1474 C.C.Q.; (b) violation of fundamental rights protected by Quebec's Charter of Human Rights and Freedoms; (c) any other situation where such limitation would be expressly prohibited by a public order provision.

Neither party shall be held liable for failure to perform its obligations caused by a force majeure event within the meaning of section 1470 of the Civil Code of Quebec, namely an unforeseeable, irresistible event beyond the control of the party invoking it. The following are notably deemed to constitute force majeure, without limitation: earthquake, fire, flood, storm, extreme weather, pandemic, epidemic, governmental health measures, war, act of terrorism, riot, general or sectoral strike, lock-out, materials shortage, failure of an independent supplier, power outage, major cyberattack, embargo, unforeseen governmental or regulatory decision. The affected party must notify the other in writing within a reasonable time. If the situation persists for more than 90 days, either party may terminate the Contract without penalty, subject to payment for services rendered.

The Client undertakes to indemnify, defend and hold harmless CFI, its directors, officers, employees, sub-contractors and representatives, against any claim, demand, action, loss, damage, liability, judgment, cost and expense (including reasonable attorney fees) arising from or related to: (a) the Client's breach of these Terms or the Contract; (b) any inaccurate, incomplete or misleading information provided by the Client; (c) any infringement of third-party intellectual property rights resulting from plans, specifications or materials supplied by the Client; (d) any negligence or fault of the Client or its personnel; (e) any damage caused to a third party by Client's goods after delivery.

All Site Content (text, images, logos, trademarks, structure, code, schematics, photographs, videos, structured data) is the exclusive property of CFI Industries Inc. or its licensors, and is protected by the laws of Quebec, Canada and international conventions on copyright, trademarks and intellectual property. Any reproduction, representation, modification, publication, distribution, broadcasting or exploitation, even partial, of the Content, in any form or by any means, is strictly prohibited without CFI's prior written authorization. The trademarks "CFI Industrie", the logo and all distinctive signs appearing on the Site are registered or unregistered trademarks of their respective owners. Any unauthorized use constitutes infringement.

You agree to use the Site only for lawful purposes and in accordance with these Terms. The following are strictly prohibited: (a) any attempt of unauthorized access to servers, databases or accounts; (b) the introduction of viruses, malware, Trojans, bots or any harmful code; (c) unauthorized automated scraping of Content; (d) decompilation, reverse engineering or disassembly of any software constituting the Site; (e) using the Site to transmit spam, illegal, defamatory, obscene content or content contrary to public order; (f) any use likely to overload or disrupt the operation of the Site or servers. CFI reserves the right to block, without notice or compensation, the access of any User violating these rules, and to initiate any appropriate judicial or administrative action.

The Site may contain links to websites operated by third parties. These links are provided solely for your convenience. CFI exercises no control over the content, policies or practices of these third-party sites and disclaims all responsibility for their content, accuracy or availability. Access to these third-party sites is at your sole risk and subject to the conditions they impose.

Information published on the Site (blog articles, case studies, technical sheets, FAQs, service descriptions) is provided for general informational purposes only. It does not constitute engineering, legal, financial, safety or other professional advice tailored to your particular situation. Before making any decision, you must consult a qualified professional. CFI disclaims all liability for decisions made on the basis of this information without appropriate consultation.

CFI reserves the right to modify these Terms at any time and at its sole discretion. Modifications take effect upon publication on the Site, unless otherwise indicated. It is your responsibility to consult the Terms regularly. The last update date is indicated at the top of the document. Your continued use of the Site after publication of modifications constitutes acceptance of those modifications. For ongoing Contracts, the Terms in force at the date of formation of the Contract continue to apply, unless otherwise agreed in writing.

CFI strives to ensure Site availability but does not guarantee that it will be accessible without interruption, error-free or absolutely secure. CFI may temporarily suspend the Site for maintenance, updates or technical reasons without notice. CFI disclaims all liability for damages resulting from unavailability, slowness, data loss or security breach beyond its control.

You may not assign, transfer or sublicense your rights or obligations under these Terms or a Contract without CFI's prior written consent. CFI may assign its rights and obligations to any affiliated company, successor or acquirer of its assets, without your consent, by simple notification.

If a provision of these Terms is held invalid, illegal or unenforceable by a competent court, that provision shall be deemed unwritten and the other provisions shall remain in full force. The parties shall endeavor to replace the invalid provision with a valid one most closely reflecting the original intent.

CFI's failure to require strict performance of a provision of the Terms or Contract shall not be construed as a waiver to invoke it later. Any waiver must be in writing signed by CFI.

These Terms, as well as any Contract entered into with CFI, are governed and construed in accordance with the laws in force in the Province of Quebec and applicable federal laws of Canada, excluding any conflict of laws rule that would designate the application of another law. The parties elect domicile in the judicial district of Chicoutimi (Saguenay–Lac-Saint-Jean) and agree that any dispute, difference or claim arising from these Terms or a Contract falls under the exclusive jurisdiction of the courts of said district, to the exclusion of any other forum. The parties expressly waive any objection of lack of territorial jurisdiction or forum non conveniens.

Before any judicial action, the parties undertake to attempt to resolve any dispute by good-faith negotiation for a minimum period of 30 days from written notice of the dispute. If negotiation fails, the parties may resort to mediation with a mediator accredited by the Institut de médiation et d'arbitrage du Québec (IMAQ). This obligation does not prevent a party from seeking provisional remedies (injunction, seizure) at any time from a competent court.

Any notice, request or communication under these Terms must be addressed in writing to: CFI Industries Inc., 1360 6e Rang N, Saint-Bruno (Quebec) G0W 2L0 — Phone: 418 321-1675 — Email: [email protected]. Email notices are valid and deemed received on the business day following their dispatch.

These Terms, together with the Privacy Policy, the Cookie Policy, the Legal Notice and any signed quote, proposal or Contract between the parties, constitute the entire agreement between you and CFI regarding the use of the Site and the provision of Services. They cancel and replace any prior communication, negotiation or agreement, written or verbal. In case of conflict between a signed Contract and these Terms, the Contract prevails for the matters it expressly covers.