Sunder Building Supplies Ltd. and Sunder Lumber Industries Ltd. and associated groups (“Sunder” or “Seller”)

These terms and conditions of sale (“Terms and Conditions of Sale”) bind Sunder Lumber Industries Ltd. and Sunder Building Supplies Ltd. selling goods in Canada and its customer (“Buyer”) regarding the sale by and purchase from Seller of products (“Goods”) in Canada. By accepting delivery of Goods from Seller, Buyer agrees to be bound by these Terms and Conditions of Sale.

**Terms and Conditions to Govern.** These Terms and Conditions of Sale supersede all prior agreements, discussions, or proposals related to the purchase and sale of the Goods. Any terms in the Buyer’s purchase order or in any other Buyer-issued documents or communications that conflict with these Terms and Conditions are expressly rejected by the Seller. Except as otherwise explicitly stated herein, only corporate officers of the Seller possess the legal authority to amend or modify any provision of these Terms and Conditions of Sale. No waiver, amendment, or modification shall be binding unless signed in writing by such an authorized corporate officer.

**Price.** The prices in effect on the date of shipment of the Goods or performance of services shall prevail. All prices quoted by the Seller are subject to change without prior notice. Prices do not include any present or future taxes, duties, transportation, delivery charges, insurance, or any other levies, including but not limited to sales tax, goods and services tax, use tax, excise tax, or value-added tax. Where applicable, such amounts shall be billed separately and paid by the Buyer in addition to the stated price. Title and risk of loss pass to the Buyer once the Goods are placed on the first carrier at the Seller’s facility if the Buyer arranges freight, or upon delivery to the Buyer’s destination if delivered by the Seller. Buyer hereby grants the Seller a security interest in the Goods and in any proceeds or insurance related thereto until full payment of the purchase price, inclusive of applicable interest and other charges as set forth in Section 6 of these Terms and Conditions of Sale.

**Payment Terms.** Payment for the Goods shall be made in accordance with the terms agreed upon between the Seller and the Buyer. In the event of default by the Buyer under these Terms and Conditions or any other agreement with the Seller, all sums owed by the Buyer to the Seller under this and any other contract shall become immediately due, notwithstanding any previously stipulated payment terms. Payment made to a credit/cash account shall be applied to invoices at the Seller’s sole discretion. The Buyer shall be responsible for all expenses incurred in the collection of overdue amounts, including attorneys’ fees and costs. The Seller reserves the right to set off any amounts owed to it by the Buyer against amounts payable to the Buyer. In the event an invoice remains unpaid after ten (10) days, the Buyer acknowledges and agrees that this agreement may specifically charge the lands where the materials are used for Land Improvements. If payment is not made within the specified timeframe, the Buyer shall be liable for all legal fees associated with any collection efforts or liens. The Buyer shall pay interest on overdue accounts at twenty-four percent (24%) per annum, calculated and payable monthly. Prices remain effective until the manufacturer issues an increase, with/without prior notice. It is the Buyer’s responsibility to verify pricing; the Seller is not obliged to notify the Buyer of any price increases unless prompted.

**Delivery.** Any delivery dates provided prior to shipment are estimates only and shall not be construed as fixed or guaranteed, being subject to Goods availability, freight capacity, and prompt receipt of all necessary order documentation, if applicable. The Seller bears no liability for any loss or damage resulting from delivery delays and shall not accept chargebacks arising from delayed shipments. Partial shipments are permitted. The Seller reserves the right to accept or reject orders for Goods in its sole discretion. The Seller bears no responsibility for any damage to Goods, property, objects, or persons, from the material delivered. The Seller bears no responsibility for damage to delivered Goods or damage caused by the Goods delivered in the case of natural disasters such as hail storm, flood, fire, or any other natural disaster.

**Special Delivery.** Typically, the Seller delivers Goods to the curbside closest to the project site. The Buyer authorizes the Seller to unload and leave the Goods at the specified location if the Buyer is absent. At the Buyer’s request, the Seller may agree to deliver the Goods onto the project site itself—this may involve traversing the project site and its improvements (e.g., driveways) with trucks not designed for residential driveways or landscaped areas. Further, at the Buyer’s instruction, the Seller may place roofing materials on the rooftop or drywall/other building supplies inside the premises using cranes, Moffet equipment, or similar, whether or not the Buyer or Buyer’s representative is present. The Buyer bears the sole responsibility for inspecting the building site (including the roof) to ensure that structural components can safely support the weight of the delivered materials. The Buyer bears sole responsibility for clearing access for special delivery, if vehicles or other objects prohibit delivery, including objects on the public roadway near the house, the Seller reserves the right to either deliver the material where possible or return the material, where a delivery chargeback may be applied. The Seller is not liable for damage to windows or other openings created for delivery when the Buyer fails to provide appropriate access to the site. The Seller disclaims responsibility for any damage arising from delivered building materials, provided reasonable care is exercised, once delivery is complete. If materials are lost, stolen, or cause property damage or injury after delivery, the Seller shall have no responsibility (the Buyer is advised to install materials soon after delivery). The Buyer acknowledges that special delivery may result in damage to the site (including but not limited to driveways, landscaping, utilities, or related fixtures) or damage to the roof or structural deck caused by placing roofing materials thereon. The Buyer releases the Seller and its officers, directors, agents, employees, and contractors (“Seller Releasees”) from, and agrees to indemnify and hold the Seller Releasees harmless against, any and all claims, demands, actions, damages, or losses (including attorneys’ fees and costs) arising out of bodily injury (including death) and property damage connected to delivery of the Goods on or within the project site, including rooftop delivery. This release and indemnity reflect a deliberate allocation of risks between the parties and form the basis of their bargain, without which the Seller would not perform any special delivery. The Buyer bears the additional responsibility of conveying the aforementioned risks of potential damage to the site to the homeowner.

Indemnification clause

**Security Interest / Hypothecated Goods.** The Seller may, via written notice, cancel any order or require full or partial payment or adequate assurance of performance from the Buyer, without liability, as allowed under this provision. To secure payment for the Goods furnished (“Hypothecated Goods”), the Buyer hypothecates and charges in favor of the Seller a security interest in the Goods and their proceeds in an amount equal to the purchase price plus twenty-four percent (24%) of that amount (i.e., 24% interest is to guarantee payment of interest and incidental charges not otherwise covered by the hypothec), with interest accruing at twenty-four percent (24%) per annum from the date hereof. This hypothec is intended to secure payment of the invoice balance and all other obligations of the Buyer under these Terms and Conditions and pursuant to the order or price list provided by the Seller. A default occurs if the Buyer: (a) fails to pay the balance when due or remedy any other default within ten (10) days of delivery; (b) ceases or substantially alters its business operations, as determined by the Seller in its sole discretion; (c) is or appears to be insolvent, becomes bankrupt, or seeks an arrangement with its creditors; (d) is subject to liquidation or bankruptcy proceedings; (e) receives prior notice of a creditor’s intention to enforce a claim or security interest over the Goods sold; (f) becomes subject to an execution order or seizure affecting the Goods sold, not quashed within ten (10) days; or (g) compromises its credit or that of any credit-support entity. The Buyer shall execute all documents and provide information necessary to perfect or publish the Seller’s security interest with the appropriate authorities. The Seller may suspend performance until payment or adequate assurance of performance is received. These rights are in addition to other legal remedies available to the Seller, including any lien rights relating to the land or structures that incorporate the Goods.

**Warranties – Products Manufactured by Third Parties.** The Seller provides no warranty, and expressly disclaims all implied warranties of merchantability or fitness for a specific purpose (whether statutory or otherwise), concerning Goods manufactured by third parties. Such Goods are sold solely under the warranty terms, if any, provided by their respective manufacturers. Services performed by third parties are subject only to warranties offered by those third parties. The Buyer is responsible for proper installation and use in accordance with the manufacturer’s guidelines. The Seller does not adopt or undertake enforcement of any third-party warranties. The Buyer acknowledges having inspected the Goods and purchasing them subject only to the manufacturer’s warranty. No Seller representative is authorized to alter this policy. No separate or extended warranty is available for third-party-manufactured Goods or their components.

**Warranties – Products Manufactured by Seller.** The Seller warrants exclusively to the Buyer that Goods manufactured by the Seller are free from defects in material and workmanship under normal use and maintenance for thirty (30) days from the date of delivery. Metal fabricated items must be inspected for defects at the time of delivery or pickup, if no defect is identified at this time, the warranty will be nullified. If, within the applicable warranty period (as the Seller may occasionally revise), the Buyer furnishes written notice of a claimed defect and the Seller, at its sole discretion, acknowledges the defect to be attributable to faulty material or workmanship at the time of manufacture (and the Buyer has permitted the Seller a reasonable opportunity to test the Goods), the Seller may, at its sole option and expense, repair or replace the defective item, with no refunds issued. The Seller may require the Buyer to deliver the Goods to a designated service center for repair or replacement. Any Goods repaired or replaced under warranty remain subject to the originally applicable warranty period. No separate or extended warranty applies to repaired Goods or their components.

**Limitation of Liability.** The foregoing warranty constitutes the Seller’s sole warranty regarding the Goods and supersedes all other warranties or conditions, whether express or implied (including statutory warranties, or those arising from trade usage or course of dealing), including but not limited to warranties of merchantability or fitness for a particular purpose. As a courtesy, the Seller may provide guidance or recommendations regarding the Buyer’s intended application of the Goods; however, such guidance is advisory only. The Seller does not accept liability stemming from the Buyer’s reliance on or use of such advice. The Seller’s liability for any claim related to the Goods or services provided under these Terms and Conditions—whether sounding in contract, warranty, tort (including negligence), or otherwise—shall not exceed the portion of the purchase price allocable to the specific Goods or services giving rise to the claim, regardless of cause or fault. This limitation reflects a deliberate allocation of risks between the Seller and the Buyer and is fundamental to the terms of this agreement. The Seller will not be liable for any labor charges absent prior written approval. Under no circumstances shall the Seller be liable for incidental, special, or consequential damages, including lost profits or revenue, lost use of Goods or associated products, costs of substitute goods or services, downtime, or any damages claimed by the Buyer’s customers. If the Seller provides advice or assistance not mandated by this agreement, it does not create additional liability for the Seller. The Buyer assumes responsibility, risk, and liability for the use of the Goods, whether or not it follows the Seller’s recommendations, and shall indemnify and hold the Seller harmless from any related claims or losses.

**Indemnity.** The Buyer agrees to indemnify, defend, and hold the Seller, its affiliates, and their officers, directors, managers, employees, agents, and representatives harmless from and against any and all claims, demands, actions, damages, or losses, including attorneys’ fees and costs, arising in whole or in part from any act or omission by the Buyer or its agents, employees, customers, or subcontractors, including but not limited to bodily injury (including death) and any property damage. However, the Buyer shall not be liable for damages directly caused by the Seller’s sole negligence.

**Returned Goods by Buyer.** The Seller reserves the right to decline acceptance of returned Goods unless prior written authorization is obtained. All returned Goods must be in their original packaging, original condition, and in the original package quantity where the Goods are in a condition to be resold. The Seller may refuse return of building materials that are damaged or otherwise not resaleable. All approved returns must occur within thirty (30) days from the invoice date and must reference the invoice number and date of purchase. Authorized returns delivered to the Seller’s facilities must be freight prepaid and may be subject to a fifteen percent (15%) restocking fee, or a minimum of fifty dollars ($50.00), whichever is higher, plus any charges for reconditioning or repackaging. Any shortages, overages, or Goods damaged upon receipt must be reported within twenty-four (24) hours of shipment. No returns are permitted for special or custom orders, including but not limited to trusses, joists, beams, open web joists, custom flashings, custom metal, steel orders, or vinyl siding. It is solely the Buyer’s obligation to inform the Seller of any intended return within two (2) weeks of delivery; failure to do so may result in the Seller’s refusal to accept the return.

**Assignment.** These Terms and Conditions of Sale bind and benefit the parties and their respective successors or permitted assigns. The Buyer shall not assign its obligations hereunder without the Seller’s prior written consent, which may be withheld at the Seller’s sole discretion. No warranty is assignable under any circumstances.

**Force Majeure.** The Seller shall not be liable for any delay in delivery or performance, or for non-delivery, when such delay or non-delivery arises from causes beyond its reasonable control, including but not limited to: acts of God, acts or omissions of the Buyer, civil or military authority, governmental priorities, embargoes, catastrophic events, pandemics, epidemics, severe weather, floods, fire, labor strikes or disputes, riots, insolvency or inability of manufacturers to perform, or other commercial impracticalities such as transport disruptions, system failures, or shortages of materials. In such instances, the delivery or performance date shall be extended by a period commensurate with the delay. Additional charges for local delivery may also apply.

**Order Terms.** All quotations remain open for acceptance until the stated Quote Expiry Date, upon receipt of a purchase order or a signed quote. Quoted prices cover materials delivered up to the specified Delivery Expiry Date; thereafter, prices may be adjusted to reflect market changes. Any shortages must be reported within twenty-four (24) hours of delivery. The customer agrees to pay for all materials delivered to the job site at the quoted unit prices. Quotations are subject to interpretation of plans and to changes resulting from design errors or omissions as determined. Design revisions are charged at $125 per hour. Variations in framing practices and material usage may cause actual quantities to differ from original estimates. No credit is available for trusses or other special-order items (including, but not limited to variations of joists, fabricated metal products, LVL beams). Quotations are based on estimated quantities; any additional materials needed beyond the quoted list will be invoiced separately. By placing an order for any items or quantities for a specific job address, the Buyer accepts these Terms and Conditions of Sale.

**Applicable Law; Severability; Amendment.** These Terms and Conditions of Sale shall be governed by the laws of the province in which the Seller’s branch providing the Goods is located, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply and is expressly excluded. If any provision herein is deemed invalid, illegal, or unenforceable, the remaining provisions shall remain in full effect, and the parties agree to endeavor to replace the invalid provision with one that closely approximates its commercial purpose. Sunder reserves the right to modify or amend any part of these Terms and Conditions unilaterally at any time without prior notice, effective immediately upon posting at the Sunder website (www.sunderlumber.com and/or www.sunderbuildingsupplies.com).