TERMS AND CONDITIONS OF SALE

1.1In these terms and conditions of sale (the “Terms”), the following definitions apply:

• “MAGIECHEM®” or the “Seller” means the MAGIECHEM® group company selling the Products, being MAGIECHEM® Inc., MAGIECHEM® Ontario Inc. or any other affiliate, subsidiary, parent or sister company of the same group, together with their respective directors, officers, employees, agents and representatives.
• “Purchaser” means any individual or entity that orders, purchases, receives or uses Products from the Seller.
• “Products” means the products, materials, systems, components and accessories supplied by the Seller, including samples.
• “Technical Data Sheet” means the Seller’s published technical data sheet for a Product, as in force on the date of delivery, including any revision.
• “Contract” means, collectively, the Seller’s quotation or order confirmation and these Terms.

1.2These Terms apply to every quotation, order, order confirmation, invoice, delivery and sale of Products, to the exclusion of all other terms. Together with the Seller’s quotation or order confirmation, they constitute the entire agreement between the parties with respect to their subject matter.

1.3Any of the Purchaser’s general purchasing conditions, and any term appearing on a purchase order, form or other document of the Purchaser that is inconsistent with these Terms, is expressly rejected and of no effect, even if the Seller does not formally object and even if the Seller fills the order.

1.4No departure from these Terms is valid unless made in writing and signed by a duly authorized representative of the Seller.

1.5By placing an order, accepting delivery of Products or using the Products, the Purchaser acknowledges having read, understood and accepted these Terms in their entirety.

1.6The Seller may amend these Terms at any time. The version that applies is the one in force on the date of the order, as published at magiechem.com.

2.1Unless otherwise stated, the Seller’s quotations are valid for thirty (30) days and may be modified or withdrawn at any time before acceptance.

2.2A Contract is formed only when the Seller accepts the order in writing, issues an order confirmation, or delivers the Products, whichever occurs first.

2.3Accepted orders are firm and irrevocable. The Purchaser may not cancel or modify an order without the Seller’s written consent and must indemnify the Seller for all costs incurred, including production, procurement, custom tinting, storage and freight.

2.4The Seller may refuse any order in its discretion, including where the intended application appears unsuitable, where credit conditions are not met, or where delivery or use of the Product may present a health, safety or environmental risk.

2.5Products manufactured, tinted, formulated or procured specifically for the Purchaser may not be cancelled or returned under any circumstances.

3.1Prices are exclusive of taxes, duties, freight, handling, insurance and packaging, all of which are for the Purchaser’s account unless otherwise agreed in writing.

3.2Prices shown in price lists, catalogues or on the Seller’s website are indicative and may change without notice until an order is accepted.

3.3After acceptance of an order, the Seller may adjust the price if a cost factor on which the price is based changes before delivery, including the cost of raw materials, resins, hardeners, pigments, packaging, energy, freight or labour, or any duty, tax, tariff or governmental surcharge. The Seller will notify the Purchaser in writing. Such an adjustment does not entitle the Purchaser to terminate the Contract.

3.4The Purchaser is responsible for all taxes, duties and levies applicable to the sale, delivery, storage and use of the Products, excluding taxes on the Seller’s income.

4.1The applicable payment terms are those expressly authorized and approved by the Seller for the Purchaser, as stated on the quotation, order confirmation or invoice, being in particular: COD (cash on delivery), net fifteen (15) days, or net thirty (30) days from the invoice date. No payment period is presumed or acquired: absent credit terms expressly granted in writing by the Seller, the price must be paid in full before delivery, and delivery is conditional upon receipt of payment. All payments are made without set-off, holdback, counterclaim or deduction of any kind.

4.2Any dispute regarding an invoice — including the amount, the quantity invoiced, the unit price, taxes or terms — must be raised with the Seller in writing within forty-eight (48) hours of receipt, including Saturdays, Sundays and statutory holidays, failing which the invoice is deemed accepted in full. This period applies only to invoicing disputes; claims relating to the Products remain governed by Section 7. A dispute does not suspend the obligation to pay undisputed amounts.

4.3Any amount not paid when due bears interest, automatically and without notice, at the rate of two percent (2%) per month, compounded monthly, being an effective annual rate of twenty-six decimal eight two percent (26.82%), or the maximum rate permitted by law if lower.

4.4The Purchaser is responsible for all collection costs incurred by the Seller, whether judicial or extrajudicial, including reasonable legal fees and the fees of collection agencies and experts.

4.5Any credit limit and any payment terms granted to the Purchaser are granted at the Seller’s sole discretion and may be changed, suspended or revoked by the Seller at any time without notice, in which case payment again becomes due in full before delivery. Upon payment default, deterioration of the Purchaser’s financial condition, or reasonable grounds to believe that payment is at risk, the Seller may require prepayment, additional security or cash on delivery, suspend pending deliveries, cancel unfilled orders and declare all outstanding balances immediately due and payable.

4.6Payments received are applied first to costs, then to interest, then to principal, beginning with the oldest outstanding amount, notwithstanding any contrary allocation by the Purchaser.

4.7The Purchaser may not set off any amount owing to the Seller against any claim it may have against the Seller.

5.1Title to the Products remains with the Seller until the price, interest and all accessory amounts have been paid in full, notwithstanding delivery and the transfer of risk.

5.2The Purchaser grants the Seller a security interest in the Products delivered and in all proceeds thereof, to secure payment of the purchase price and all other obligations of the Purchaser to the Seller. The Purchaser authorizes the Seller to register any financing statement or other instrument required to perfect that security interest under applicable personal property security legislation, and agrees to execute any document the Seller may reasonably require for that purpose.

5.3Where the sale is made on credit in Quebec, the Purchaser grants the Seller a movable hypothec on the Products delivered in an amount equal to their sale price, plus an additional twenty percent (20%) of that amount to secure interest, costs and accessories.

5.4Before payment in full, the Purchaser may not pledge the Products or dispose of them otherwise than in the ordinary course of business. The Purchaser must keep them identifiable, in good condition, and insured against usual risks.

5.5If the Products are incorporated into, processed with or mixed with other materials, the Seller retains a proportionate ownership interest in the resulting product, based on the value of the Products supplied.

6.1Unless otherwise agreed in writing, delivery is Ex Works the Seller’s plant or warehouse, in accordance with the Incoterms then in force.

6.2Risk of loss of or damage to the Products passes to the Purchaser upon delivery, regardless of the transfer of title.

6.3Delivery dates and lead times are estimates only and time is not of the essence. The Seller will use commercially reasonable efforts to meet them, without guarantee. No delay in delivery gives rise to damages, a price reduction, or a right to terminate the Contract.

6.4The Seller may make partial deliveries and invoice them separately.

6.5If the Purchaser fails to accept delivery or to take possession of the Products on the agreed date, the Products are deemed delivered, risk passes to the Purchaser, and the Seller may store them at the Purchaser’s sole cost and risk, invoice the agreed price and recover all additional costs incurred.

6.6The Purchaser must provide safe and adequate access to the delivery site and the means required for unloading.

7.1The Purchaser must inspect the Products upon receipt and verify quantity, container integrity, identification, lot numbers and apparent conformity to the order.

7.2Any apparent defect, quantity discrepancy, delivery error or transit damage must be notified to the Seller in writing within seven (7) days of delivery and noted on the delivery slip at the time of receipt. Failing that, the Products are deemed accepted without reservation in that respect.

7.3Any latent defect must be notified in writing within seven (7) days of discovery, with a detailed description, lot numbers, photographs and application conditions. No claim is admissible after the expiry of the Product’s shelf life or beyond the periods set out in Section 9.

7.4The Purchaser must immediately cease all use of the Product subject to a claim, retain it in its original packaging, and give the Seller access to the Product and to the application site so that the Seller may conduct its own examination and take samples. Failure to comply voids the claim.

7.5Submitting a claim does not relieve the Purchaser of its payment obligations.

7.6Mandatory site log. For any project with a treated area equal to or greater than seven hundred and fifty (750) square feet, the Purchaser or the applicator must maintain, in real time, a detailed site log documenting every stage of the work. Maintaining this log is a condition of admissibility of any claim relating to a project of that size.

7.7The site log must record, at a minimum:

• the start and end times of mechanical preparation, the method used (shot blasting, grinding, sanding) and the type of diamond, abrasive or shot employed;
• concrete moisture readings, with the test method, the standard applied, the measured value, and the time and exact location of each reading;
• ambient conditions recorded before and during each coat: air, substrate and material temperature, relative humidity and dew point;
• the lot numbers of each component used and the quantities applied by area;
• the start and end time of mixing for each unit, the ratio used, the induction time observed and the mixing method;
• the start and end time of application of each coat, the application method, and the thickness or coverage rate achieved;
• the recoat intervals observed between coats;
• any interruption of the work, its duration and its cause;
• any scraping, intercoat sanding or cleaning operations carried out;
• any adjustment, deviation or decision made on site, and the person who authorized it;
• dated photographs documenting the condition of the substrate after preparation and the progress of each coat;
• the identity of the persons who performed the work and, where applicable, their certification number.

7.8The site log must be retained by the Purchaser for at least five (5) years following completion of the work and produced to the Seller on request. The absence of a log, its incompleteness, or its reconstruction after the fact voids any claim relating to the project concerned.

7.9Retained samples. For each lot used, the Purchaser must retain an uncatalyzed sample of at least two hundred and fifty (250) millilitres of the resin (component A) and an equivalent quantity of the hardener (component B), in their original sealed containers, properly identified and stored in accordance with instructions. These samples must be delivered to the Seller for analysis in support of any claim. Failure to provide them voids the claim.

7.10Supporting documentation. Every claim must be submitted in writing within ten (10) business days of discovery of the defect and be accompanied by: proof of purchase; lot numbers; a complete description of the application conditions; the site log where Section 7.6 applies; the retained samples required under Section 7.9; photographs documenting the alleged defect; and any relevant test report. An incomplete claim does not interrupt the notice period.

7.11On-site verification. The Seller reserves the right to verify on site the conditions of preparation, application, maintenance and use of the Product, to take samples of the coating in place, and to carry out any testing it considers appropriate, before authorizing any replacement, credit or refund. The Purchaser must grant access to the site within a reasonable time and preserve the condition of the premises until that verification.

7.12External expertise. Where independent expert analysis proves necessary, it is carried out at the Purchaser’s expense. Those costs are reimbursed only if the analysis establishes that the Product did not conform to the warranty set out in Section 9.

7.13Failure to comply with any of the requirements of Sections 7.6 through 7.11 voids the claim in full, without the Seller being required to demonstrate any prejudice.

8.1No Product may be returned without the Seller’s prior written authorization and a return authorization number. No return is accepted more than thirty (30) days after delivery.

8.2Authorized returns are accepted only for Products that are unopened, undamaged, in their original packaging with intact labels and markings, stored in accordance with instructions, and within their shelf life. A restocking fee of up to seventy-five percent (75%) of the sale price may apply, and return freight is for the Purchaser’s account.

8.3The following may not be returned under any circumstances: Products that have been opened or partially used; Products tinted, formulated or procured specifically for the Purchaser; Products whose packaging has been compromised; Products past their shelf life; and Products not sold by the Seller.

8.4No credit is issued before the returned Products have been received and fully inspected.

9.1The Seller warrants that, at the time of delivery, the Products conform to the specifications published in the Technical Data Sheet in force on that date and are free of any undisclosed encumbrance.

9.2Any claim under this warranty must be made in accordance with Section 7 and, in any event, within six (6) months of delivery or before expiry of the Product’s shelf life, whichever occurs first.

9.3Where the Seller accepts that a Product does not conform to the warranty in Section 9.1, the Seller may, at its sole option, replace the non-conforming Product, supply the missing quantity, or credit or refund the purchase price paid for that Product. This is the Purchaser’s sole and exclusive remedy, to the exclusion of all others. Labour, removal, surface preparation and reapplication costs are expressly excluded.

9.4The Seller does not warrant any minimum service life, except under a separate written warranty signed by an authorized representative setting out its scope, duration, conditions and exclusions. Any system or project warranty is conditional upon installation by an applicator certified by the Seller, full compliance with the Technical Data Sheets, and payment of the price in full.

9.5Basis of published data. The values, properties, yields and time intervals appearing in the Technical Data Sheets result from laboratory testing under controlled conditions, at twenty-two degrees Celsius (22°C) and fifty percent (50%) relative humidity, on substrates prepared in accordance with good practice. The Seller considers them reliable and representative of those conditions. Because of the variability of actual site conditions, which are entirely beyond its control, the Seller does not warrant that the same results will be obtained outside the laboratory. The Purchaser is solely responsible for validating the compatibility of the Product with its project and for carrying out the preliminary testing required under applicable standards.

9.6EXCEPT FOR THE EXPRESS WARRANTY SET OUT IN THIS SECTION 9, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SELLER MAKES NO WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

9.7Where the sale is governed by the laws of the Province of Quebec, Section 9.6 applies only to the extent permitted by public order provisions, including article 1733 of the Civil Code of Québec.

10.1The warranty in Section 9 does not apply, and the Seller bears no liability, where the alleged non-conformity, failure, delamination, blistering, cracking, discoloration or other problem results, in whole or in part, from any of the following:

• the condition of the substrate, including insufficient tensile strength, laitance, curing compounds, sealers, form release agents, or contamination by oils, greases, salts or chemicals;
• substrate moisture, including internal relative humidity, moisture vapour emission rate or hydrostatic pressure exceeding the values stated in the Technical Data Sheet, or the absence of an adequate below-slab vapour barrier;
• surface preparation not conforming to the Technical Data Sheet, including an inadequate surface profile or an unapproved preparation method;
• structural movement, settlement, cracking of the substrate, shrinkage, fatigue, vibration, or failure to properly treat expansion, control or construction joints;
• ambient conditions at the time of application or cure, including air, substrate or material temperature, relative humidity, dew point, ventilation or solar exposure outside the ranges stated in the Technical Data Sheet;
• failure to observe the mix ratio, induction time, pot life, recoat window or cure time;
• applied thickness, coverage rate or number of coats not conforming to the Technical Data Sheet;
• thinning, modification, mixing or combination of the Product with any other product, additive, pigment or solvent not approved in writing by the Seller;
• application by a person other than an applicator certified by the Seller, or application not carried out in a good and workmanlike manner;
• improper storage or handling, including freezing, overheating, exposure to moisture, or use after the expiry date;
• exposure to chemicals, temperatures, mechanical loads, thermal shock or service conditions exceeding published limits;
• yellowing, chalking, loss of gloss or colour change of aromatic or other systems exposed to ultraviolet radiation, these phenomena being inherent to the chemistry of such products and not affecting their performance;
• variations in colour, gloss, texture or appearance between production lots, between areas of application, or relative to a sample, such variations being inherent to field-applied products;
• normal wear, abrasion, scratching, tire marking, staining, inadequate maintenance, or the use of unapproved cleaning products;
• mechanical damage, impact, overloading, vandalism, fire, flood, or any external cause;
• the design of the project, the specification, the system selection or the execution details established by the Purchaser or its professionals.

10.2The Seller is not liable in respect of Products it has not manufactured and resells. For such Products, the Seller assigns to the Purchaser, to the extent permitted, any transferable warranty granted by their manufacturer, and assumes no other obligation.

10.3No claim may be made in respect of a Product that has been applied, processed, mixed or incorporated after the Purchaser knew or ought to have known of a non-conformity. Application of the Product constitutes acceptance of its apparent conformity and of its suitability for the intended use.

11.1Any information, advice, recommendation, system selection, specification, guide specification, letter of equivalency, execution detail, quantity estimate, sample or other technical document provided by the Seller is provided as general information, based on the parameters communicated by the Purchaser, and without warranty of result.

11.2Such information does not constitute professional engineering, architectural or design services, and in no way replaces the assessment, validation and supervision of a qualified professional, licensed with the applicable professional body, retained by the Purchaser or by the owner of the works. The Seller assumes no design responsibility with respect to the works.

11.3The Purchaser remains solely responsible for determining the suitability of the Products for the intended use, for the actual site conditions, for the requirements of the specification, for applicable codes and regulations, and for its own client’s requirements. The Purchaser may not rely on the Seller in that regard.

11.4The Seller’s online tools, including the system selector and the quantity calculator, produce approximate results for guidance only. Calculated quantities do not account for waste, rework, substrate roughness and porosity, or site conditions; an additional allowance of at least fifteen percent (15%) must be provided for. The Seller assumes no liability for ordering insufficient or excess quantities.

11.5Technical data sheets, safety data sheets and other documents are subject to revision. Only the version published by the Seller and in force on the date of delivery governs. The Purchaser must ensure it is using the current version.

11.6Colours, tints and finishes shown in catalogues, colour charts, samples and electronic documents are approximate representations and do not constitute a commitment as to final appearance. The Seller recommends that a mock-up be produced and approved in writing before the works are carried out; in the absence of such an approved mock-up, no aesthetic claim is admissible.

11.7Combination with third-party products. The Seller disclaims all liability arising from the use of a Product in combination with third-party materials, primers, additives or systems, absent its prior written approval covering the specific combination and the specific project concerned.

11.8Right to modify. The Seller reserves the right to modify its formulations, installation instructions, Technical Data Sheets and technical data at any time without notice. No such modification confers any right on the Purchaser in respect of Products already delivered.

11.9Acceptance through use. Use of a Product constitutes full and unreserved acceptance of the conditions set out in its Technical Data Sheet and of these Terms. Where there is any doubt as to the suitability of a Product, the Purchaser must consult a technical representative of the Seller before application.

12.1The Purchaser acknowledges that the Products are chemical products that may present hazards, that it has received the applicable safety data sheets, and that it has reviewed them before any handling or use.

12.2The Purchaser is solely responsible for informing, training and adequately protecting every person who may be exposed to the Products, for providing the required personal protective equipment, for ensuring adequate ventilation, and for complying with all applicable laws and regulations relating to occupational health and safety, transportation of dangerous goods, and environmental protection.

12.3The Purchaser is responsible for storage, handling, transport, and disposal of residues and containers, and for any spill or contamination occurring after the transfer of risk.

12.4If the Purchaser resells, repackages or incorporates the Products, it must pass on to its own customers all safety information, warnings and use restrictions, and impose obligations at least equivalent to these Terms.

13.1Subject to Section 13.4, the Seller’s total liability arising out of the Contract, the sale, the delivery or the use of the Products, on any basis whatsoever — contract, tort, negligence, statute, strict liability or otherwise — shall not exceed the purchase price actually paid to the Seller for the quantity of Product giving rise to the claim.

13.2Subject to Section 13.4, the Seller shall in no event be liable for indirect, incidental, consequential, special, exemplary or punitive damages, including loss of profit, revenue, anticipated savings, business opportunity or goodwill, damage to reputation, costs of removal, demolition, surface preparation, reapplication or reinstatement, delay penalties, costs of downtime or business interruption, third-party claims, or loss of use of any works.

13.3Any action or claim against the Seller, in whatever form, must be brought within twelve (12) months of the event giving rise to it, failing which it is barred, to the extent permitted by law.

13.4Nothing in these Terms excludes or limits the Seller’s liability for bodily or moral injury caused to another person, or for intentional or gross fault, in accordance with article 1474 of the Civil Code of Québec where Quebec law applies, or in any other case where such exclusion would be prohibited by law.

13.5The limitations and exclusions in this Section reflect a negotiated allocation of risk between the parties, which has been taken into account in setting the price of the Products.

14.1The Purchaser shall defend, indemnify and hold harmless the Seller against any claim, action, loss, liability, damage, fine, penalty, cost or expense, including reasonable professional fees, arising out of or relating to any of the following:

• the handling, storage, transport, application, use, resale, repackaging or disposal of the Products by the Purchaser or by any person for whom it is responsible;
• the Purchaser’s failure to comply with the Technical Data Sheets, the safety data sheets, the Seller’s instructions, or these Terms;
• any statement, warranty or representation made by the Purchaser to a third party that exceeds the express warranty granted by the Seller;
• any breach by the Purchaser of any law, regulation or third-party right, including any intellectual property right.

14.2This indemnity survives performance or termination of the Contract.

15.1All trademarks, trade names, formulations, processes, technical data, documents, drawings, specifications, images, website content and other intellectual property rights of the Seller remain its exclusive property. The Contract grants no assignment, licence or transfer of those rights.

15.2The Purchaser may not use, reproduce, modify, republish, distribute or display the Seller’s trademarks, logos or documents, including on packaging, a website or social media, without prior written authorization. The Purchaser may not register any name, trademark or domain name identical or confusingly similar to those of the Seller.

15.3The Purchaser may not analyze, reverse engineer, have analyzed, or attempt to reproduce the composition of the Products.

16.1All technical, commercial, financial or strategic information disclosed by the Seller, including formulations, pricing, restricted portal documents and access passwords, constitutes confidential information.

16.2The Purchaser shall keep such information confidential, use it solely for the purposes of the Contract, restrict access to those who need to know, and disclose it to no third party without prior written authorization. This obligation survives performance or termination of the Contract.

16.3Access to the Seller’s architect, professional and contractor portals is protected by a password that the Seller issues at its sole discretion. That password is confidential: the Purchaser may not disclose it to any third party, in particular to a competitor of the Seller, must restrict its circulation within its organization to those who need to know, and must notify the Seller without delay of any disclosure or unauthorized use. The Seller may change or revoke access at any time without notice.

17.1The Seller is not liable for any failure or delay in performing its obligations resulting from an event beyond its reasonable control, including: natural disaster, fire, flood, storm, earthquake; epidemic or pandemic; war, terrorism, riot, civil unrest; strike, lockout or labour dispute; power or telecommunications failure; cyberattack; embargo, sanction, import or export restriction, governmental measure; supply disruption, raw material allocation or supplier default; or major transportation disruption.

17.2Affected obligations are suspended for the duration of the event. If it continues for more than three (3) months, either party may terminate the unperformed portion of the Contract by written notice, without indemnity.

18.1The Seller may, without notice or indemnity and without prejudice to its other rights, suspend performance or terminate the Contract in whole or in part if: the Purchaser breaches any of its obligations and fails to cure within seven (7) days of written notice; the Purchaser becomes insolvent, makes an assignment for the benefit of creditors, files a proposal, or becomes subject to bankruptcy, winding-up or receivership proceedings; the Purchaser ceases or disposes of its business; or its assets are seized.

18.2In such cases, all amounts owing to the Seller become immediately due and payable without notice, and the Seller may repossess unpaid Products at the Purchaser’s expense, the Purchaser irrevocably authorizing access to the premises where they are located.

19.1The Purchaser shall comply with all applicable laws and regulations, including those relating to anti-corruption, export controls, economic sanctions, competition, forced labour and child labour in supply chains, and environmental protection.

19.2The Purchaser represents that it is not, and is not owned or controlled by, a person or entity subject to applicable sanctions, and that it will not sell, export or transfer the Products, directly or indirectly, in violation of any sanction or export control measure.

19.3The Seller may require the Purchaser to recall Products it has resold if they appear to be defective or capable of causing harm, and the Purchaser shall comply with the Seller’s reasonable instructions.

20.1Personal information collected in connection with the Contract is handled in accordance with the Seller’s Privacy Policy, published at magiechem.com and incorporated into these Terms by reference.

21.1Assignment — The Purchaser may not assign the Contract or any rights or obligations under it without the Seller’s prior written consent. The Seller may assign the Contract to any group company or to a third party in connection with a reorganization or sale of assets.

21.2Severability — If any provision of these Terms is held invalid, illegal or unenforceable, it is severed only to the extent of that invalidity, without affecting the validity of the remaining provisions, which remain in full force. The parties agree to replace it with a valid provision reflecting as closely as possible their common intent.

21.3Waiver — The Seller’s failure to exercise a right or its tolerance of a breach does not constitute a waiver of that right or of any subsequent right.

21.4Survival — Sections 5, 7, 9 through 16, 19, 20 and 21 survive performance or termination of the Contract.

21.5No partnership — The Contract creates no partnership, joint venture, franchise, agency or employment relationship between the parties.

21.6Notices — Any notice is validly given if sent in writing to the last known address or email address of the receiving party.

21.7Entire agreement — The Contract constitutes the entire agreement between the parties and supersedes all prior agreements, representations and communications. The Purchaser acknowledges that it has not relied on any statement or representation not set out in it.

22.1Where the Seller is MAGIECHEM® Ontario Inc., these Terms and the Contract are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws rules, and the parties attorn to the exclusive jurisdiction of the courts of the Province of Ontario.

22.2Where the Seller is MAGIECHEM® Inc. or another group company established in Quebec, these Terms and the Contract are governed by the laws applicable in the Province of Quebec and the federal laws of Canada applicable therein, and any dispute falls within the exclusive jurisdiction of the courts of the judicial district of the Seller’s head office.

22.3The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

23.1Where the Seller is established in Quebec, the French version of these Terms governs, and the parties acknowledge having reviewed it and having expressly requested that these Terms and all related documents be drawn up in French. This English version is provided for convenience.

23.2Where the Seller is MAGIECHEM® Ontario Inc., this English version governs.