Section 1. Application

1.01

All sales are subject to these Mitey Titan General Terms and Conditions of Sale. By purchasing from Mitey Titan Industries Inc. (“Mitey Titan”), you agree to the terms and conditions set forth below.

Section 2. Payment of Purchase Price

2.01

You agree to pay Mitey Titan the price, all fees and other charges for the product(s) sold to you by Mitey Titan (the “Product”), including, without limitation, manufacture, testing, delivery, taxes and duties (the “Purchase Price”).

2.02

Mitey Titan will bill through an invoice. Full payment for invoices issued in any given month must be received by Mitey Titan thirty (30) calendar days from the date the invoice is issued, irrespective of the date on which the Product is delivered, unless otherwise agreed in writing. Unpaid amounts are subject to a finance charge of 2% per month on any outstanding balance or the maximum permitted by law, whichever is lower, and costs of collection.

2.03

If you believe that Mitey Titan has billed you incorrectly, you must contact Mitey Titan in writing no later than thirty (30) calendar days from the date of the invoice in which the error or problem appeared in order to be eligible for an adjustment or credit. Adjustments or credits will be issued at the sole discretion of Mitey Titan. Mitey Titan is released from claims for disputed bills where notice is given outside of thirty (30) calendar days from the date of the invoice. This provision sets out the sole remedy available to you for disputed billing.

2.04

You will be responsible for any and all taxes (including, but not limited to, federal, provincial and / or state taxes), fees, duties or other amounts, however designated, including without limitation, value-added and withholding taxes, which are levied or based on any payment made pursuant to these General Terms and Conditions of Sale.

2.05

All sales of Product are conditional on you actually paying the Purchase Price in full. Property ownership of the Product will pass to you only upon receipt of the final payment of the Purchase Price.

Section 3. Manufacture of the Product

The Product will be manufactured in a good and workmanlike manner in accordance with the product description as set out on Mitey Titan’s website, https://miteytitan.com/. Customized changes to product description must be approved in writing by Mitey Titan and may incur additional fees.

Section 4. Shipping

4.01

Mitey Titan agrees:

(a) to properly pack, mark and ship the Product in accordance with its standard practice; and

(b) to provide, with each shipment, packing slips with your order number marked on it.

4.02

Mitey Titan will contract with a third party (a “Shipper”) to ship the Product to you. Shipping is not performed by Mitey Titan and is at your own risk. Once delivered to the Shipper, Mitey Titan will not be responsible for loss or damage to the Product or for the time of delivery of the Product to you.

Section 5. Examination and Acceptance of Product by Buyer

5.01

You are entitled to examine the Product upon delivery and, within three (3) business days of the date of delivery, to reject any Product which does not conform to the product description or which is defective in materials or workmanship. After three (3) business days, you will be deemed to have accepted the Product which has not been rejected. Written notice must be delivered to Mitey Titan within the time periods set out in this clause.

Section 6. Non-Conforming Product

6.01

If any Product subject to these General Terms and Conditions of Sale is rejected because of failure to conform to the product description, or because of failure in workmanship or materials (a “Non-Conforming Product”), Mitey Titan will replace such Non-Conforming Product with Product that conforms to the product description and is free of defect within fourteen (14) days.

6.02

The obligation of Mitey Titan is limited to replacing the units of Non-Conforming Product with Product compliant with the product description and free of defect, or, at the option of Mitey Titan, in the case of failure in workmanship or materials, repairing such items. In no event will Mitey Titan be liable for any special, indirect or consequential damages incurred by you, such as but not limited to, loss of profit or revenue, loss of use, down-time, or cost of a substitute Product.

Section 7. Warranty

7.01

Mitey Titan expressly warrants that the Product will conform to the product description, and will be of good material and workmanship and free from defect for two (2) years.

7.02

In no event does the warranty of Mitey Titan extend to the Product if the Product has been subject to misuse; improper testing, installation, storage, or handling; abnormal stress, condition or use; repair or alteration other than by Mitey Titan or those authorized by Mitey Titan; or has been used with any third party product or hardware not authorized or approved in writing by Mitey Titan.

7.03

The liability of Mitey Titan, whether in contract, tort (including negligence) or otherwise, from any loss or damage arising out of, connected with, or resulting from a breach by Mitey Titan of this warranty is limited to the price actually paid by you for the specific unit of Product, or part thereof, which gives rise to the claim, the replacement of the Product or, at the option of Mitey Titan, the repair of such Product. In no event will Mitey Titan be liable for any special, indirect or consequential damage incurred by you, such as but not limited to, loss of profit or revenue, loss of use, down-time, or cost of a substitute Product.

7.04

Mitey Titan expressly disclaims knowledge of the purpose for which you intend to use the Product. The particulars of the product description set out on Mitey Titan’s website, https://miteytitan.com/, are intended as general information and nothing more. You must carefully consider if the Product is right for you. The specific nature of every customer application makes it impossible for Mitey Titan to make any representation about the fitness of the Product for your intended use, and therefore Mitey Titan makes no such representation.

7.05

Except as otherwise expressly stated above, Mitey Titan disclaims all warranties.

Section 8. Limitation of Liability

8.01

EXCEPT AS OTHERWISE SET OUT ABOVE, MITEY TITAN’S MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THE SUBJECT MATTER OF THE AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT, CONTRACT OR OTHER FORM OF LIABILITY, SHALL IN NO EVENT EXCEED THE PRICE ACTUALLY PAID BY YOU FOR THE SPECIFIC UNIT OF PRODUCT GIVING RISE TO THE LIABILITY. IN ANY EVENT, MITEY TITAN SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST DATA, LOST PROFITS, OPPORTUNITIES OR CONTRIBUTIONS, LOSS OF USE, GOODWILL, BUSINESS INTERRUPTION, COST OF COVER, OR OTHER PECUNIARY OR NON-PECUNIARY LOSS, HOWEVER ARISING, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MITEY TITAN EXPLICITY DISCLAIMS ANY INDEMNITY FOR THIRD PARTY LIABILTY. THE PARTIES AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN.

Section 9. Relationship of Parties

9.01

Mitey Titan and you are independent contracting parties and nothing in these General Terms and Conditions of Sale will make either party the agent or legal representative of the other for any purpose whatsoever, nor will it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.

Section 10. Force Majeure

10.01

Any delay or failure of either party to perform its obligations under these General Terms and Conditions of Sale will be excused if, and to the extent, that the delay or failure is caused by an event or occurrence beyond the reasonable control of the party and without its fault or negligence, such as, by way of example and not by way of limitation, acts of God, action by any governmental authority (whether valid or invalid), fires, floods, wind storms, explosions, riots, natural disasters, epidemics, wars, sabotage, labour problems (including lock-outs, strikes and slow-downs), inability to obtain power, material, labour, equipment or transportation, or court injunction or order; provided that written notice of delay (including the anticipated duration of the delay) will be given by the affected party to the other party within ten (10) calendar days. A delay or failure of a party because of an inability to obtain financing or any other financial inability on the part of such party will not be excused.

Section 11. Governing Law and Forum

11.01

These General Terms and Conditions of Sale are to be construed according to the laws of the Province of Alberta and the laws of Canada applicable therein. The parties hereto irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Alberta. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these General Terms and Conditions of Sale.

Section 12. Time

12.01

Time will be of the essence of these General Terms and Conditions of Sale.

Section 13. Severability

13.01

If any term of these General Terms and Conditions of Sale is invalid or unenforceable under any statute, regulation, ordinance, order or other rule of law, that term will be deemed modified or deleted, but only to the extent necessary to comply with the statute, regulation, ordinance, order or rule, and the remaining provisions of these General Terms and Conditions of Sale will remain in full force and effect.

Section 14. No Implied Waiver

14.01

The failure of either party at any time to require performance by the other party of any provision of these General Terms and Conditions of Sale will in no way affect the right to require performance at any time thereafter, nor will the waiver of either party of a breach of any provision of these General Terms and Conditions of Sale constitute a waiver of any succeeding breach of the same or any other provision.

Section 15. Notice

15.01

Any notice or other writing required or permitted to be given under these General Terms and Conditions of Sale or for the purposes of it to any party, will be sufficiently given if delivered personally, or if sent by prepaid registered mail or if transmitted by telex, telefax or other form of electronic communication to that party:

(a) in the case of a notice to you at the email address provided to Mitey Titan on the opening of your account at https://miteytitan.com/; and

(b) in the case of a notice to Mitey Titan at info@miteytitan.com,
or at any other address as the party to whom the writing is to be given will have last notified the other party. Any notice delivered to the party to whom it is addressed will be deemed to have been given and received on the day it is delivered at that address, or in the case of any notice transmitted by telefax or other form of electronic communication, the date of its transmission, provided that if that day is not a business day, or if it is delivered after 5:00 pm CMT, then the notice will be deemed to have been given and received on the business day next following that day. Any notice mailed will be deemed to have been given and received on the fifth (5th) business day next following the date of its mailing.

Section 16. Entire Agreement

16.01

These General Terms and Conditions of Sale constitute the entire agreement between Mitey Titan and you with respect to the subject matter contained herein and supersede all prior oral or written representations, conditions and agreements. These General Terms and Conditions of Sale may only be modified by a written agreement duly executed by Mitey Titan and you.