Shipping & Returns

 

Acceptance
The following Terms and Conditions of Sale are applicable to the sale of all products by
Unique Epoxy (the “Products”) to any purchaser thereof (“Buyer”). The following Terms and
Conditions of Sale constitute the sole and entire agreement between you and Unique
Epoxy in connection with your purchase of Products from Unique Epoxy. By submitting an
order, you shall be deemed to have accepted these Terms and Conditions of Sale. No terms
or conditions contained in any acknowledgement, receipt, email or other communication
from you shall bind Unique Epoxy unless otherwise expressly agreed in writing by an
authorized officer of Unique Epoxy. Any additional terms you propose in any written or oral
communication from you to Unique Epoxy shall be deemed to materially alter these Terms
and Conditions of Sale. These Terms and Conditions of Sale shall be deemed to provide
you with notification of Unique Epoxy objection to any such additional or different terms
that you propose to Unique Epoxy. Any amendment, waiver or other alteration of the

 

Terms and Conditions of Sale shall be effective only if made in a writing signed by a duly-
authorized representative of Unique Epoxy and Buyer’s attempts to alter such Terms and

 

Conditions of Sale with printed purchase orders, acknowledgements or similar
documentation shall be void. In the event of a conflict between these terms and conditions
contained in any quotation, purchase order, invoice or final order acknowledgement and
those contained in these Terms and Conditions of Sale, the terms contained in these Terms
and Conditions of Sale shall govern. Without limiting the generality of the foregoing,
Unique Epoxy rights and obligations hereunder will not be qualified by or subject to any
vendor credentialing, code of conduct, or similar requirements imposed by Buyer upon any
of its vendors or suppliers.

Payment Policy
Prices are subject to change without notice. Prices do not include applicable federal,
provincial, regional, and local transactional costs and expenses, including, but not limited
to, VAT, GST, HST, freight, taxes, duties, tariffs, or other additional costs imposed by reason
of the sale of the Products, which costs and expenses shall be the responsibility of Buyer.
Our standard credit terms are Net 30 days for approved accounts. A credit card fee will be
charged when used to pay balances on an open account. Past due accounts may incur 1.5%
finance charges per month. We accept VISA, MasterCard, American Express, Stripe and
PayPal. Upon approval, we may accept wire transfer, check, and ACH/EFT payments.
Returned checks will incur a $40.00 returned check fee. Orders placed via Unique Epoxy
websites must be paid in advance. Payment options are provided upon checkout. Any claim
concerning invoice amounts shall be made within ten (10) business days from date of
receipt of invoice by Buyer, or shall be deemed void.

 

Sales & Use
Currently, Unique Epoxy collects sales tax for Ontario. Sales tax will be automatically added
to your order. You are otherwise responsible for any applicable tax on your purchases. If
you are tax exempt, please call 519-803-3487 to place your order and provide a tax
exemption certificate for your purchase.

Shipping
Buyer is responsible for the payment of all shipping costs. Depending on the Product,
special or customer shipping options may be available as specified on Unique Epoxy
websites. Unique Epoxy does not guarantee a delivery date. If you have a specified delivery
date, please contact Unique Epoxy via e-mail or phone. Unique Epoxy shall pack and mark
the Products according to its standard procedures for domestic and/or export delivery. For
hazardous shipments, additional charges may apply and be added to your invoice. Unless
otherwise agreed in writing, all Products shall be sold and delivered via Purolator from
Unique Epoxy facilities. Title and risk of loss shall pass to Buyer simultaneously with
delivery. Buyer assumes all risk and liability for, and hereby agrees to indemnify Unique
Epoxy from and against all losses, liabilities, damages and claims whatsoever (whether for
personal injury, property damages or otherwise), arising out of transportation, including
unloading, storage, handling or use of any Products after title passes to Buyer. Prepaid
freight and fuel surcharges may apply to certain orders. No COD shipments. Buyer may

 

arrange, at its costs, for insurance of the Products for shipping. In no event may Buyer re-
package or reformulate the Products and then attempt to resell in parts.

 

Return/Refund Policy
Unique Epoxy may, in its sole discretion, accept returns for unopened, unused material
within thirty (30) days of the invoice date. Before returning any Product, Buyer must obtain
a written return authorization from an authorized representative of Unique Epoxy, which
will be valid for no more than fifteen (15) business days from the date of Unique Epoxy
issuance, provided that Unique Epoxy receives the returned Product within the 15
business-day period. Buyer must prepay all freight, however, Unique Epoxy will issue Buyer
a credit for freight where Unique Epoxy determines in its sole discretion that
nonconforming Product has been delivered. A 10% restocking fee may be charged for
processing the return. Refunds will be issued using the same form of payment initially used
to make the purchase.

Acceptance
You hereby agree and acknowledge that Unique Epoxy’s sales agents shall not have the
authority to bind or in any way alter the terms and provisions of these Terms and
Conditions of Sale. Your use of any Products purchased shall be deemed conclusively that
all such Products are conforming and satisfactory to you.

 

Warranty/ Rejecting Non-Conforming Products

 

Unique Epoxy warrants to you that most unopened Products, with the exception of latex-
based Products, will, for a period of six (6) months from the shipment date, conform to the

 

Product specifications. Latex-based Products will, for a period of three (3) months from the
shipment date, conform to the product specifications. The obligation of Unique Epoxy, and
your sole and exclusive remedy, pursuant to this warranty shall be for Unique Epoxy (at its
option) to repair or replace any defective product which is returned to Unique Epoxy’s
principal place of business, with transportation charges prepaid and thereafter determined
by Unique Epoxy to not comply with the terms of Unique Epoxy’s warranty above.
Notwithstanding the foregoing, Unique Epoxy shall have no warranty obligation hereunder
if the Product becomes defective in whole or in part as the result of alterations not made
by Unique Epoxy or as the result of improper use or storage, or misapplication after it has
been delivered to you or damage in shipping. Any warranty made by Unique Epoxy will be
expressly subject to proper use of the Products in accordance with any directions for use
or other applicable instructions or documentation. No warranty shall apply in situations of
error, omission, or negligence in connection with installation, operation, or use of the
Products. Upon receipt of the Products, Buyer agrees to immediately inspect and/or test
the Products. The Products shall be deemed accepted by Buyer, and all claims with respect
to any nonconforming Products shall be deemed waived by Buyer, unless Buyer provides
Unique Epoxy, within thirty (30) days of the invoice date, a written notice specifying all
defects or discrepancies in the quality or quantity of the Products. Buyer shall permit
Unique Epoxy to inspect any damaged or otherwise nonconforming Products. Unique
Epoxy will repair or replace non- conforming Products rejected by you, which is Buyer’s sole
remedy, provided that you report the non-conforming Products to Unique Epoxy in writing

 

within thirty (30) days of the invoice date. If you fail to notify Unique Epoxy of any non-
conformance within thirty (30) days of the invoice date, you shall be deemed to have

 

accepted all such Products as delivered. No repair or replacement under Unique Epoxy
warranty obligations will extend or enlarge the warranty period. EXCEPT AS SET FORTH
HEREIN, Unique Epoxy MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE, AND YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING UPON
Unique Epoxy SKILL OR JUDGMENT TO SELECT OR FURNISH PRODUCTS OR GOODS
SUITABLE FOR ANY PARTICULAR PURPOSE OR UPON ANY AFFIRMATIONS OF FACT OR
PROMISES OF Unique Epoxy WHICH EXTEND BEYOND Unique Epoxy SPECIFICATIONS. IN
THAT REGARD, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, YOU AGREE
AND ACKNOWLEDGE THAT YOU ARE ACCEPTING THE PRODUCTS ON AN “AS-IS” AND “WITH
ALL FAULTS” BASIS. FURTHERMORE, YOU HEREBY EXPRESSLY AGREE AND ACKNOWLEDGE
THAT Unique Epoxy SHALL HAVE NO LIABILITY OF ANY NATURE HEREUNDER BEYOND
REPLACEMENT OR REPAIR OF ANY DEFECTIVE PRODUCTS. IN ADDITION, YOU HEREBY

 

EXPRESSLY AGREE AND ACKNOWLEDGE THAT Unique Epoxy SHALL HAVE NO LIABILITY OR
OBLIGATION OF ANY NATURE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR
PROFITS OR DAMAGE TO PERSONS OR PROPERTY) ARISING OUT OF OR IN ANY WAY
RELATED TO YOUR ORDER OR THE PRODUCTS REGARDLESS OF WHETHER SUCH DAMAGES
ARE BASED IN TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL AND / OR EQUITABLE
THEORY, AND EVEN IF Unique Epoxy HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY
OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION HEREIN TO THE
CONTRARY, IN NO EVENT SHALL Unique Epoxy’S TOTAL LIABILITY TO YOU EXCEED THE
PRICE ACTUALLY PAID BY YOU FOR THE PRODUCT AT ISSUE.

Force Majeure
Unique Epoxy’s performance shall in all cases be subject to delays resulting from
governmental requirements or orders, strikes, or other concerted acts of workmen, fires,
floods, explosions, riots, war or armed conflict (declared or undeclared), accidents, acts of
God, acts of terrorism, pandemics, epidemics, delays in transportation or inability to obtain
necessary labor, materials or supplies or any cause which renders Unique Epoxy’s
performance commercially impractical and other causes reasonably beyond Unique
Epoxy’s control.

Compliance with Laws
Buyer represents and warrants that the Products will not be used, resold, transferred,
exported or reused in any way by Buyer in violation of any laws, regulations of any federal,
local, Ontario or other governmental entity, including export/import controls imposed by
the Canadian or any other government or government agency.

Severability
In the event that any provision of these Terms and Conditions of Sale shall be invalid, illegal
or otherwise unenforceable, the validity, legality and enforceability of the remaining
provisions shall in no way be affected or impaired thereby.

Governing Law/Choice of Venue
Your order and all payments are being made to Unique Epoxy’s headquarters in the
province of Ontario, and the terms and conditions of your transaction (along with all rights,
duties and obligations arising hereunder) shall be construed, interpreted and enforced in
accordance with the laws of the province of Ontario without regard to its conflicts of law
rules that would necessitate the application of the laws of any other jurisdiction. You also
agree that any claim or action relating in any way to your order (except actions in which
Unique Epoxy seeks equitable relief) shall be brought in the Court. You hereby submit to
the exclusive jurisdiction of said Courts. Furthermore, you agree that venue in said Courts

 

shall be proper in all respects and covenants not to assert any defense or objection to the
venue of said Courts.

Successors and Assigns
You may not transfer or assign any of your rights or delegate any of your obligations
hereunder without the express prior written consent of Unique Epoxy. These Terms and
Conditions of Sale shall be binding upon, and inure to the benefit of Unique Epoxy and its
respective successors and assigns, including any corporation with which, or into which,
Unique Epoxy may be merged or which may succeed to its assets or business.

No Transfer of IP
You and Unique Epoxy expressly agree and covenant that except as otherwise expressly
provided in a separate written agreement executed by you and Unique Epoxy, the sale of
the Products shall not be construed as granting any right, license, interest or claim of any
nature in any trademark, service mark, patent, trade secret, invention, intellectual property
right, or confidential information of Unique Epoxy. You agree and covenant not to copy,
reverse engineer or otherwise decompile the Products for any commercial purpose.

Export Terms
You shall be solely responsible for complying with any and all laws and/or regulations
governing the exportation of any Products delivered hereunder from Canada and the
importation of any such Products in the country of destination, including, without
limitation, the payment of any taxes and/or duties thereof.

No Waiver
The waiver by Unique Epoxy of any term, covenant, agreement or condition herein
contained shall not be deemed to be a waiver of any subsequent breach of the same or
any other term, covenant, agreement or condition herein contained. No covenant, term,
agreement or condition of these Terms and Conditions of Sale shall be deemed to have
been waived by a party unless such waiver is in writing by such party.
Entire Agreement
These Terms and Conditions of Sale contain the entire understanding between the parties
hereto with respect to the subject matter hereof, and supersede all prior and
contemporaneous agreements and understanding, inducements or conditions, express or
implied, oral or written, among you and Unique Epoxy with respect to your purchase of the
Products. These Terms and Conditions of Sale may only be amended in writing and signed
by an authorized representative of Unique Epoxy.

 

Indemnity
You shall and hereby covenant to protect, defend, indemnify and hold harmless
Unique Epoxy (which for this purpose shall include Unique Epoxy’s parent companies,
affiliates, subsidiaries, associates, directors, officers, employees, agents, successors
and assigns) of, from and against any and all losses or damages, including (without
limitation) any judgments, civil penalties, interest, expenses and costs including
(without limitation) attorneys’ fees, claims, lawsuits, actions, proceedings or
investigations (“Claims”) which are made or brought against Unique Epoxy (or other
person indemnified hereunder) by any person, government or entity arising out of,
in connection with or in any way related to (a) the death of or injury to any person,
or damage to any property, that resulted or is alleged to have resulted from the
negligence or willful misconduct of you, your employees, subcontractors, and
agents, in the performance of your obligations hereunder, or from your use of the
Products sold hereunder; (b) any drawings, schematics, promotional or advertising
matter, guarantees, warranties, labels, or instructions furnished by you or
submitted to Unique Epoxy by you; (c) any infringement of any patent, design, trade
name, trademark, copyright, trade secret, or any other intellectual property right or
entitlement of any third party due to your use of the Products; or (d) any
environmental, property or toxic tort claim, lawsuit, judgment, loss, civil penalty or
action.