1. INTERPRETATION AND DEFINITIONS

In these Terms and Conditions:

• "Agreement" means these Terms and Conditions as may be amended from time to time;
• "Company" means Chem International, a division of Aliysha Enterprises Ltd., located at 10770 180 St NW, Edmonton, Alberta T5S 2S4, Canada;
• "Customer" means the purchaser of Products and Services from the Company;
• "Products" means any chemicals, water treatment solutions, or cleaning compounds supplied by the Company;
• "Services" means technical support, consultation, training, and other services provided by the Company.

2. ACCEPTANCE OF TERMS

1. By placing an order with the Company, receiving Products or Services, or conducting business with the Company, Customer acknowledges and agrees to be bound by all terms, conditions, and policies contained in this Agreement.
2. If Customer does not agree with any provision of these Terms and Conditions, Customer must not conduct business with the Company and must notify the Company immediately in writing.

3. PRODUCTS AND SERVICES

Product Specifications

All Products supplied by the Company conform to the specifications, formulations, and descriptions provided by the Company at the time of order. The Company shall use commercially reasonable efforts to maintain consistent product quality.

Product Information

Customers are responsible for reviewing all Safety Data Sheets (SDS), product literature, application guidelines, and technical documentation provided by the Company prior to use. It is the Customer's responsibility to ensure proper handling, storage, and application in accordance with applicable laws and regulations.

Service Provision

The Company provides technical support and consultation services on an as-needed basis. The Company makes no guarantee of availability or response time and reserves the right to modify or discontinue Services at any time.

Application and Use

Products are designed for professional industrial and institutional use. Customer assumes sole responsibility for the application, use, and results derived from all Products and Services.

4. WARRANTIES AND DISCLAIMERS

Limited Warranty

The Company warrants that Products supplied will be free from defects in material and manufacture for thirty (30) days from the date of delivery. This warranty applies only if Products have been stored and handled in accordance with the Company's instructions.

Warranty Exclusions

The limited warranty does not cover: (a) improper storage, handling, or application; (b) mixing with other products without Company authorization; (c) use beyond the recommended shelf life; (d) damage from freezing, extreme temperatures, or environmental exposure; or (e) modifications to Products by Customer or third parties.

Disclaimer of Consequential Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT PRODUCTS WILL ACHIEVE ANY PARTICULAR RESULT OR PERFORMANCE LEVEL.

Customer assumes full responsibility for determining whether Products are suitable for Customer's intended application and for compliance with all applicable laws, regulations, and operational requirements.

5. PAYMENT TERMS

1. Invoicing. All invoices are due upon receipt unless alternative payment terms have been agreed to in writing by an authorized representative of the Company.
2. Payment Methods. The Company accepts payment by cheque, bank transfer, credit card, or other methods as agreed. Charges for credit card processing or payment processing fees may apply.
3. Late Payment. Any amounts not paid when due will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid in full. Late payments may result in suspension of future credit and delivery of Products.
4. Disputed Invoices. Customer must notify the Company of any invoice disputes within thirty (30) days of invoice date. Failure to notify constitutes acceptance of the invoice.

6. DELIVERY AND RISK OF LOSS

1. Delivery Terms. Unless otherwise specified, Products will be delivered FOB destination (freight prepaid by Company). Delivery dates are estimates only and not guaranteed.
2. Risk of Loss. Risk of loss or damage to Products passes to Customer upon delivery or placement at Customer's designated location. Customers are responsible for inspecting Products upon delivery and reporting any damage or discrepancies within 48 hours.
3. Delays. The Company is not responsible for delays in delivery caused by factors beyond its reasonable control, including transportation delays, weather, labor disputes, or Force Majeure events.
4. Minimum Orders. The Company reserves the right to establish minimum order quantities and may decline orders that do not meet established minimums.

7. LIMITATION OF LIABILITY

1. Cap on Liability. EXCEPT FOR CLAIMS ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, THE COMPANY'S TOTAL LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS, DAMAGES, LOSSES, OR EXPENSES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
2. Exclusion of Consequential Damages. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. Third-Party Claims. Customer indemnifies and holds harmless the Company from any claims, damages, or losses arising from Customer's use of Products, Services, or failure to comply with this Agreement, including claims by third parties, employees, or regulatory agencies.

8. INTELLECTUAL PROPERTY

1. Ownership. All formulations, technical data, product designs, methodologies, documentation, and intellectual property related to Products and Services remain the exclusive property of the Company or its licensors.
2. License Grant. Customer is granted a limited, non-exclusive, non-transferable license to use Products for Customer's internal business purposes only. Reverse engineering, modification, or reproduction of Products without written consent is prohibited.
3. Trademarks. All Company trademarks, logos, and brand names are the property of Chem International or its parent company. Unauthorized use of Company trademarks is strictly prohibited.

9. CONFIDENTIALITY

1. Confidential Information. Customer acknowledges that product formulations, pricing, technical specifications, and other information provided by the Company are confidential and proprietary.
2. Use Restrictions. Customer agrees not to disclose, reproduce, or use Confidential Information for any purpose other than the authorized purchase and use of Products, except as required by law or with the Company's written consent.

10. REGULATORY COMPLIANCE

1. Customer Responsibility. Customer is solely responsible for ensuring that the purchase and use of Products complies with all applicable federal, provincial, and local laws, regulations, and industry standards, including environmental, health, and safety regulations.
2. Safety Data Sheets. The Company provides Safety Data Sheets (SDS) in compliance with applicable regulations. Customer is responsible for maintaining current SDS and ensuring employees and operators have access to and understand safety information.
3. Changes in Law. The Company may modify Products or Services to comply with changes in applicable law. Customers will be notified of significant changes.

11. RETURN POLICY

1. Returns. Products may be returned only with prior written authorization from the Company. Returned Products must be in original, unopened condition and returned within thirty (30) days of purchase.
2. Restocking Fee. A restocking fee of 15% may apply to authorized returns. Shipping costs for returned Products are the responsibility of the Customer.
3. No Returns on Custom Orders. Products manufactured to Customer specifications or partially used Products are not eligible for return.

12. TERMINATION

1. Termination by Company. The Company may terminate this Agreement or suspend Services at any time, with or without cause, by providing written notice to Customer. The Company may immediately suspend Services if Customer breaches material terms or fails to pay amounts due.
2. Effect of Termination. Upon termination, Customer remains responsible for all outstanding payments and obligations incurred prior to termination.

13. DISPUTE RESOLUTION

1. Informal Resolution. Prior to initiating formal legal proceedings, the parties agree to attempt to resolve disputes through informal negotiation.
2. Governing Law. This Agreement is governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.
3. Jurisdiction. Both parties irrevocably submit to the exclusive jurisdiction of the courts of Alberta, Canada.

14. GENERAL PROVISIONS

1. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the sale of Products and Services and supersedes all prior understandings, agreements, and negotiations.
2. Amendments. These Terms and Conditions may be amended by the Company at any time by posting updated terms on the Company website or by written notice to Customer. Continued business constitutes acceptance of amended terms.
3. Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will continue in full force and effect.
4. Force Majeure. Neither party is liable for failure to perform due to causes beyond their reasonable control, including natural disasters, war, pandemics, government action, or labor disputes.
5. No Waiver. Failure by either party to enforce any right under this Agreement does not constitute a waiver of that right or any other right.
6. Assignment. Customer may not assign this Agreement or any rights hereunder without the Company's prior written consent.
7. Contact Information. For inquiries regarding these Terms and Conditions, Customer may contact the Company at 1-800-665-7287 or via written correspondence to 10770 180 St NW, Edmonton, Alberta T5S 2S4, Canada.