These Standard Terms and Conditions of sale ("Standard Terms") shall govern all sales transactions between Kendila Group Inc. and its affiliates ("kendila", “kendila lighting”) and the customer whose name appears on Kendila’s purchase order (the "Customer"), and neither the Customer's purchase order nor any other writing from the Customer shall be binding or have any force or effect on Kendila. 

Kendila's acceptance of all orders and all offers and sales by Kendila are subject to and expressly conditioned upon Customer's assent to these Standard Terms. Customer's acceptance of any offer by Kendila must be made on such terms and conditions exactly as offered by Kendila. These Standard Terms are effective for all sales of Kendila products from and after the date indicated above. Customers who do not accept these Standard Terms should not order or accept delivery of products from Kendila. Acceptance of Kendila products by Customer or ordering Kendila products shall be deemed Customer's assent to these Standard Terms. Commencement of performance or shipment shall not be construed as acceptance of any of Customer's terms and conditions which are different from or in addition to these Standard Terms. 

These Standard Terms may be amended from time to time by Kendila and shall govern any additional Customer orders made after such amended Standard Terms are made public. These Standard Terms, in conjunction with the applicable Kendila invoice, include all the terms, warranties, and conditions pertaining to each transaction between the Customer and Kendila, and can in no way be altered, modified or changed unless agreed to in writing by a Kendila authorised officer. Any of Customer's terms and conditions which are different from or in addition to Kendila’s terms and conditions are objected to by Kendila and shall be of no effect unless specifically agreed to in writing by Kendila.

All orders must be accepted in writing by Kendila. Once accepted by Kendila, all orders are final and any change or cancellation request by the Customer after 24 hours from the order confirmation, will be subject to modification or cancellation charges. A minimum modification or cancellation charge of 30% of the selling price shall be applied to any released order of Classic products. A modification or cancellation charge of 75% to 100% of the selling price shall be applied to any released order of Premium or Deluxe products. 

Partial cancellations may affect the freight charges which will be adjusted in accordance to the total value of the order after the cancellation. Additions to orders, which have already been processed, will be considered separate orders for purposes of determining freight charges. Kendila reserves the right to refuse modification or cancellation requests at its own discretion. 

Kendila reserves the right to put on hold or cancel (or cancel any order on hold) any previously accepted order pending resolution to Kendila’s satisfaction of any Customer credit issue; in the case of such a hold, prices are confirmed for ninety (90) days unless the reason is justified and accepted by Kendila, during such hold from the date the order was first accepted. 

Prices do not include any taxes of any nature (including without limitation VAT, excise taxes, customs duties, or federal, state or local sales taxes) or other government charges (collectively, the "Taxes"). All such Taxes are the responsibility of the Customer and shall be paid by the Customer. 

Kendila may include any such Taxes in the same invoice to the Customer as the Kendila products or in a separate invoice. Payment by Kendila of any such Taxes does not relieve the Customer of payment responsibility, and all such amounts paid on the Customer's behalf shall be amounts owed by the Customer to Kendila on demand. Kendila reserves the right to correct clerical and typographical errors in any term or price.

Production on the order will not be started unless the 50% is received. The order will not ship unless the balance is received. Exception will have to be reviewed and can be refused with no justification. Customers who are owed or who fail to make their payment and causing Kendila any type of surcharges will be liable for all costs and expenses incurred by Kendila's, including reasonable legal fees, in collecting any amount owing under a past due account, shipping, storage or extra handling fees. Payment terms are subject to review of the Customer's credit. 

Kendila shall have the right, from time to time, as a condition of the acceptance of an order or of the product shipment of an accepted order, to require assurance of payment satisfactory to Kendila. Such assurance may take the form of an irrevocable letter of credit or any other form as decided by Kendila. 

All amounts owed and payments to Kendila shall be without set-off, deduction, or counterclaim. Should the Customer be required by law to withhold amounts otherwise due to Kendila, then the Customer's payments to Kendila shall be increased to such an amount as is equal to the amount owed Kendila not including the withheld. 

The Customer hereby grants Kendila a security interest in the Kendila products sold to it until payment of the full purchase price, including, without limitation, any shipping costs and charges and Taxes is made to Kendila. The Customer agrees to execute any financing statements or other documents as Kendila requests to perfect, protect or maintain Kendila security interests.

All shipment and delivery dates Kendila orders are a best approximation of probable shipment and delivery dates and are not guaranteed. Kendila shall not be liable for costs, expenses or damages incurred by any party due to shipment or delivery after any estimated date. Any change in an order will automatically involve a reschedule of the shipment and delivery date. Shipping will be handled by Kendila and added to the invoice. (Prepaid and added). The client will be given a choice of shipping method and service. If the client wishes to use their own shipping account, they will have to provide their account number and broker contact for their shipment. 

For shipments within Canada and the United States with the exception of Hawaii, Alaska and Puerto Rico, Kendila shall pay shipping costs and charges (but not Taxes and not demurrage) for non-express shipped lots of a given order in excess of $50,000 on all products, provided Kendila determines routing and surface (non-air) method of transportation. Any shipment of a lot under $50,000 will be subject to a freight charge. The freight charge for any shipment of a lot between $500 and $15,000 will be 5% of the total value of the lot or a flat rate of $100, whichever is greater. Any shipment of a lot of $500 and under will be assessed a freight charge of $30 per order. For any shipment of a lot that requires shipment to a construction site, an additional fee of $100 will be added. Routing and mode of transportation will be determined by Kendila unless otherwise requested by the Customer, in which case the Customer shall assume all shipping costs and charges. 

Any special shipping requests should be verified with Kendila. Kendila standard practice is to ship international orders pursuant to Incoterms-2020 ExWork factory conditions. Notwithstanding the foregoing, Kendila may, at any time and at its sole discretion, ship orders pursuant to any other Incoterm conditions. In all cases, shipments may be tendered in several lots. Title passes when delivery is made to the possession of the carrier. 

The Customer must inspect the merchandise upon delivery and report any apparent error or defect to Kendila within ten (10) days of said delivery; should the Customer fail to do so it shall be conclusively presumed that the products were delivered in accordance with the purchase order. 

Damage to or loss of any goods in transit must be noted on the carrier's delivery freight bill. Kendila will provide the Customer with assistance in order for the Customer to file a claim with the carrier; however, the Customer may not withhold whole or partial payment pending carrier settlement. 

To prevent damages or changes in the performance characteristics of Kendila products, storage temperature must remain between -40°C and +50°C (-40ºF and 122ºF). Startup temperature should not exceed the L70 operating temperature indicated in the product performance specification or installation instructions. 

With respect to the purchase and, if applicable, resale, of Kendila products, it is the responsibility of the Customer, at its sole cost and expense, to comply with all applicable laws and regulations of any government or other competent authority, including those regarding export or import, and to maintain all necessary permits, licences and consents. 

All shipments of Kendila products are subject to applicable export and import laws, including without limitation those of Canada and the United States. Kendila shall have no liability for delayed delivery or non-delivery resulting from denial, revocation, suspension, or governmental delay in issuance of any necessary export licence or authority. 

TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL KENDILA BE LIABLE TO THE CUSTOMER FOR ANY (I) SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR EXEMPLARY DAMAGES (EVEN IF KENDILA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM PERFORMANCE OR FAILURE OF PERFORMANCE OF ANY PRODUCT OR PROVISION OF THESE STANDARD TERMS (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR (II) AMOUNT WHICH EXCEEDS THE PURCHASE PRICE OF THE PRODUCT TO WHICH SUCH LIABILITY RELATES. THE CUSTOMER ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY IS A MATERIAL FACTOR IN THE DETERMINATION OF PRODUCT PURCHASE PRICE AND THAT ACCEPTANCE OF THIS LIMITATION OF LIABILITY BY IT IS A FAIR ALLOCATION OF RISK. 

If the Customer is authorised by Kendila to resell Products to End Users, the terms of sale shall be these Standard Terms, and, unless otherwise provided for in these Standard Terms, all references to Kendila shall instead be references to Customer and all references to Customer shall instead be references to such End User. Even if authorised by Kendila to resell products to End Users, the Customer may not (i) resell any product via the internet, (ii) resell products for integration into a third party's lighting products, or (iii) remove or modify any Kendila patent notices or trademarks from a product, its packaging, or its supporting materials. 

Nothing herein shall be construed to grant to Customer or any End user of Kendila product any right, title, or interest in or to any intellectual property rights (including, without limitation, any patent, trademark, copyright, trade name or trade secrets) embodied in or associated with the products, services or related software that may be already installed in or included with the products or services. 

Any software included with a product or otherwise licenced by Kendila to Customer, is licenced and not sold. The licence is nonexclusive and is limited to use with the product and subject to any additional terms and conditions that may become applicable when the End user installs or accepts the software. 

Customer shall not sell, transfer, sublicense, reverse engineer or disassemble or redistribute the software. Customer shall not copy, disclose, or display any such software or otherwise make it available to others. No other use is permitted and Kendila retains for itself (or, if applicable, its suppliers) all title and ownership to any software delivered hereunder.

Customer will at all times defend, indemnify and hold harmless Kendila and its officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, successors and assigns from and against any and all damages, injuries (including death), liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or related to third party claims, actions or demands arising out of or related to any (i) breach of any provision in these Standard Terms by Customer or End User or (ii) improper or negligent installation or use, or unauthorised repair, or integration into another lighting product, of a Product by Customer or End User (or its agents). 

Customer shall not settle, compromise, or consent to the entry of any judgement with respect to any pending or threatened claim without Kendila’s consent unless the settlement, compromise or consent provides for and includes an express, unconditional release of all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, against Kendila.