Terms and Conditions of Sale

These Terms form part of every Purchase Agreement for equipment offered through IronStuff.

1. Parties and role of IronStuff. The contract of sale is between the owner of the equipment (the "Seller") and the purchaser (the "Buyer"). IronStuff, a trade name of TilyD Enterprises Ltd. ("IronStuff"), acts solely as agent for the Seller and is not a party to the contract of sale, except to receive its commission and as stated in these Terms.

2. As is, where is. The Equipment is sold "as is, where is", with all faults, without any representation, warranty or condition of any kind, express or implied, statutory or otherwise, including as to condition, quality, merchantability, fitness for any purpose, conformity to description, age, hours, specifications, compliance with codes or standards, or freedom from defects, all of which are excluded to the fullest extent permitted by the Sale of Goods Act (British Columbia) and other applicable law. Descriptions, photographs, videos and specifications are supplied by the Seller for identification only. The Buyer acknowledges that it has inspected the Equipment, or has had the opportunity to inspect it and chosen not to, and relies solely on its own inspection and judgment.

3. Title. The Seller warrants that at completion it will convey good title to the Equipment free of all liens, charges and security interests, except any the Buyer expressly agrees to assume in the Purchase Agreement. Title passes to the Buyer on receipt by the Seller (or the escrow agent) of the Purchase Price in full in cleared funds.

4. Price and taxes. The Purchase Price is stated in Canadian dollars unless the Purchase Agreement states otherwise, and excludes taxes. The Buyer shall pay GST/HST, PST and any other applicable taxes, unless it delivers a valid exemption certificate or the sale is zero-rated as an export with the evidence required by law.

5. Deposit. The Buyer shall pay a deposit of ten percent (10%) of the Purchase Price (or the amount stated in the Purchase Agreement) within three (3) Business Days of signing the Purchase Agreement, to the escrow agent or as otherwise stated. The deposit is credited to the Purchase Price on completion. If the Buyer fails to complete for any reason other than the Seller's default, the deposit is forfeited to the Seller as liquidated damages, without prejudice to the Seller's other remedies. If the Seller fails to complete for any reason other than the Buyer's default, the deposit is returned to the Buyer in full, which is the Buyer's sole remedy against IronStuff.

6. Payment. The balance of the Purchase Price and all taxes shall be paid by wire transfer, bank draft or through the escrow agent within ten (10) Business Days of the Purchase Agreement, or as otherwise stated, and in any event before removal begins. Personal or company cheques are not accepted unless certified. No equipment may be disconnected or removed before full payment has cleared.

7. Risk. Risk of loss and damage passes to the Buyer at the earlier of (a) title passing and (b) commencement of disconnection or removal by or for the Buyer. The Buyer shall insure the Equipment from that time.

8. Removal. The Buyer is solely responsible, at its cost and risk, for disconnection (by licensed trades where required by law), dismantling, rigging, loading, securing, transport, permits, and compliance with all safety laws and the Seller's site rules. The Buyer's riggers and carriers shall provide the Seller, before entering the site, a certificate of commercial general liability insurance of not less than $2,000,000 per occurrence naming the Seller as additional insured, and evidence of WorkSafeBC (or equivalent) coverage. The Buyer shall repair or pay for any damage to the Seller's premises or other property caused by removal. Removal shall be completed within thirty (30) days after full payment, on dates agreed in writing with the Seller. Equipment not removed in time may be charged storage at the rate stated in the Purchase Agreement and, after a further thirty (30) days' written notice, is deemed abandoned and may be disposed of by the Seller without liability.

9. Loading assistance. Any loading assistance by the Seller is provided as an accommodation at the Buyer's risk, unless the Purchase Agreement states otherwise.

10. Inspection conditions. If the Purchase Agreement is subject to inspection, the Buyer must remove the condition in writing by the stated date; otherwise the Purchase Agreement terminates and the deposit is returned.

11. Exports. The Buyer is responsible for compliance with all export and import laws, including any export permit under the Export and Import Permits Act (Canada) and any United States import requirement, and for customs clearance, duties and brokerage.

12. Limitation of liability. The total liability of the Seller to the Buyer for any claim relating to the Equipment shall not exceed the Purchase Price actually paid. IronStuff has no liability to the Buyer in respect of the Equipment, its condition, description or the Seller's performance, other than for IronStuff's own fraud. Neither the Seller nor IronStuff is liable for indirect or consequential loss, lost profits or production downtime.

13. Non-circumvention. The Buyer's Confidentiality and Non-Circumvention Agreement with IronStuff continues in force.

14. Communications. All notices and communications regarding the sale shall be in writing by email through IronStuff, except site logistics agreed by email between the Buyer and the Seller's named site contact.

15. Governing law. The sale is governed by the laws of British Columbia and the federal laws of Canada applicable there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.