Greentec International Inc. ( “Greentec” ) is in the business of buying, selling and recycling products (the “products” ) from and to various customers. The Products purchased and sold by Greentec are sourced from various sellers under the following terms and conditions.

Acceptable Products

Products which are acceptable to Greentec are found on Greentec’s Acceptable Products listings. Unless otherwise specified by Greentec in writing.

Products sold to Greentec shall be original equipment products; shall have no missing parts or components and meet the specified conditions criteria. In addition, Greentec reserves the right to downgrade or upgrade products and only Greentec shall determine whether Products provided by the seller can be reused or recycled by subjecting the Products to Greentec’s inspection process.

Only Products provided by sellers which satisfy all of the above conditions as determined by Greentec in its sole discretion will be deemed acceptable to Greentec and qualify for payment by Greentec.

Packaging Guidelines

All Products must be packed by Seller with care, with sufficient protective packaging to avoid damage during shipping, which damage may cause the shipment to be rejected by Greentec. Products that are not protected in accordance with the terms contained herein and that are damaged during shipment may result in loss of payment or credit to Seller.

Discrepancies

All Products are carefully inspected as they are received at Greentec’s facility. Products that do not meet Greentec’s condition specifications may be rejected and Greentec shall not be liable to pay any amounts to Seller in respect of such Products. Evidence of Discrepancies is documented by Greentec.

Recycling Fees

Products that are sold to Greentec by Seller that are not listed as Acceptable Products may be subject to a Environmental Recycling Fee. This fee will be charged back to Seller to cover the shipping, handling and recycling costs incurred by Greentec on Sellers behalf.

Seller Notification

Greentec will use reasonable efforts to notify Seller of receipt, inspection, and satisfaction of conditions in respect of the Products within five (30) days of receipt of shipment of Products from Seller.

Prices and Specifications

Prices and specifications set forth in the Acceptable Products are reviewed regularly by Greentec, and are subject to change by Greentec without notice.

Payment Terms

Payment shall be made to Seller (30) days after receipt of the Products but only for Acceptable Products, unless otherwise agreed to in writing by Greentec.

Payment is contingent upon the receipt of Products from Seller, as set out in the Purchase Order. Products that do not appear in Greentec’s Purchase Order will be subject to the following treatment at Greentec’s option: (a) purchase by Greentec at current published rates; or (b) rejection and return to Seller at Seller’s expense. Greentec’s entitlement to reject and return applies to any Product that contain Discrepancies, do not conform with the Purchase Order or do not comply with the terms and conditions as set out herein. In any event, Greentec shall only pay Seller for Acceptable Items.

Shipping Domestic (Canada and U.S.A.)

Freight and shipping terms on domestic Purchase Orders are to be negotiated and agreed upon between Seller and Greentec at time of Purchase Order.

Shipping International

For international Purchase Orders, Greentec will nominate a carrier, arrange for shipping upon Seller’s acceptance of the Purchase Order. Specific shipping terms, as agreed to by Seller and Greentec, will be identified on the purchase order and will be based upon INCO Terms for International Trade and Shipping.

Seller must advise Greentec of any variance between quantities of Products indicated on a Purchase Order and actual quantities of Products loaded for shipment to Greentec within 24 hours of loading. Any such variance must be agreed to in writing by both parties prior to payment being made to Seller.

Seller must deliver a signed Bill of Lading confirming shipment has transferred from Seller’s facility into the possession of Greentec’s nominated carrier within 24 hours of loading.

Seller must ensure Products are loaded and shipped in conformance with Greentec’s Shipping and/or Container loading specifications as set out herein or as otherwise set out in writing by Greentec.

Limitation of Liability

Greentec intends to provide accurate information on its published purchase price listings. Greentec shall not be held liable for incorrect selection of Products based on the information provided in the published purchase price listings. Names of manufacturers, models, photos of products mentioned on the Greentec websites are intended for descriptive purposes only. Greentec’s only liability to Seller associated with any Products it purchases from Seller is limited to a return of the Products at Greentec’s option. In no event shall Greentec be liable for any loss of the Seller’s profits, business interruption, loss of business information or other special, indirect or consequential damages.

Warranty of Seller

Seller warrants that it is legally entitled to enter into this Agreement.

Indemnity

Seller shall and does hereby indemnify Greentec from and against any and all losses arising out of and from claims for injury to persons or damage to property which may be sustained in the performance of or in connection with this Agreement and/or the Products that are attributable to Seller.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and except as stated in it, contains all the representations and warranties of the respective parties. There are no oral representations or warranties or collateral agreements between the parties of any kind relating to the subject-matter herein. In the event there is a conflict between any term or condition in this Agreement and any other document including but not limited to purchase orders and shipping terms, the terms of this Agreement shall supersede and govern.

General

This Agreement shall be deemed to have been made in Ontario, Canada and any controversy arising under or in relation to this Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada. Any legal action or proceeding relating to this agreement shall be instituted in the courts of the Province of Ontario. Greentec has requested that this agreement and all related documents be drawn up in the English language with which request Supplier agrees.  This Agreement shall be governed by the law of the Province of Ontario exclusive of the Convention on the International Sale of Goods and its enactment in Ontario law and also exclusive of conflict of laws principles which would alter the choice of Ontario law.

SELLER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND SHALL BE BOUND BY ITS TERMS AND CONDITIONS.

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