This Sales and Installation Agreement (the “Agreement”) is entered into by and between Les Industries Martin (1990) Inc.
(the “Vendor”) and [__________________ __] (the “Purchaser”) for the [purchase and/or installation] of [windows and/or doors].

1. TERMS & CONDITIONS:

1.1 Description of Services: The Vendor shall [furnish and/or install] the Products described in Schedule A (the “Final
Estimate”) attached hereto, at the following address provided by the Purchaser:

[ ]

1.2 Purchase Price: The Purchaser shall pay to Vendor the full purchase price of $[_________] for the Products, plus all applicable taxes.

1.3 Installation Price: The Purchaser shall pay to Vendor the full installation price of $[__________], plus all applicable taxes.

1.4 Deposit: An initial deposit of $[_________] shall be paid by Purchaser to Vendor upon the signing of the present Agreement. This deposit is non-refundable.

1.5 Payment:

1.5.1 Purchase and Delivery Orders (Without Installation): Where no installation is required, the full balance of the Purchase Price, together with all applicable taxes, shall be payable at the time of delivery of the Products.

1.5.2 Purchase, Delivery and Installation Orders: Where installation forms part of the present Agreement, the Purchaser shall pay the full Purchase Price plus fifty percent (50%) of the Installation Price at the time of delivery of the

Products, together with all applicable taxes. The remaining balance of fifty percent (50%) of the Installation Price, plus all applicable taxes, shall be due at the time of completion of Installation of the Products.

2. REPRESENTATIONS AND WARRANTIES

2.1 Production on purchase orders shall only commence following Vendor’s reception of written confirmation of product details from Purchaser, which details shall include color and hardware options.

2.2 All production and installation dates provided by Vendor are best time projections only and Vendor shall not be responsible for any delays whatsoever, including, but not limited to, manufacturing or production delays or delays due to prohibitive weather conditions as defined by Vendor in its sole discretion. Vendor will employ its best efforts to meet the estimated installation time frame but shall not guarantee any installation date.

2.3 Subject to the present Agreement, the Vendor warrants to Purchaser that its installation services will substantially conform to generally accepted installation practices in Quebec for doors and windows.

3. CHANGES TO FINAL ESTIMATE

3.1 Purchaser may modify the product orders contained in the Final Estimate attached in Schedule A within a period of forty-eight (48) hours following the signature of the present Agreement. Only modifications requested in writing by Purchaser and confirmed in writing by Vendor shall be considered as finalized. All requested modifications after this period may be subject to penalty fees and, in the event production has commenced, any fees related to additional production costs shall apply.

3.2 Standard colors regularly offered by Vendor may be subject to change without any prior notification to Purchaser.

4. PURCHASER’S RESPONSIBILITIES

4.1 Purchaser shall be solely responsible for obtaining all necessary permits relating to the installation of the Products. Vendor shall in no way be responsible for any damages relating to the Products or installation of the Products which do not conform to governmental and municipal permits obtained or which ought to have been obtained.

4.2 Purchaser shall be responsible for verifying that all final Products and installations are in conformity with the Final Estimate attached hereto as Schedule A as well as in conformity with all governmental and municipal permits.

4.3 Purchaser understands that appropriate maintenance and usage of all Products is required in order to ensure the optimal performance and proper function of the Products and their installation. Such maintenance shall be the sole responsibility of the Purchaser. The failure by Purchaser to regularly maintain the Products in good condition and repair may void any warranties attached thereto.

5. PURCHASE AND DELIVERY ORDERS (WITHOUT INSTALLATION)

5.1 Where installation is not provided by Vendor under the present Agreement, Purchaser shall be responsible for obtaining all measurements for the Products and Vendor in no way represents or warrants that the Products shall meet any measurement requirements.

5.2 All deliveries shall be made to the address provided by Purchaser in Section 1.1 hereinabove.

5.3 The Products shall be transported to the address provided in Section 1.1 by Vendor. Purchaser acknowledges that all work and labor required to unload the Products from Vendor’s transport vehicle and to place the Products in the desired location shall be the sole responsibility of Purchaser.

6. PURCHASE, DELIVERY AND INSTALLATION ORDERS (see Vendor’s Standard Installation Package, Schedule B)

7. PRODUCT AND INSTALLATION WARRANTIES (For more information on Manufacturer’s product warranties and Vendor’s Installation Warranty, including certain exclusions on warranties and acts which render warranties void, see Schedule C)

7A. Manufacturer’s Product Warranty

7A. (i) Vendor does not provide any warranties on any products or parts. Such warranties are provided by the manufacturers of those products and parts and vary depending on the manufacturer and the product or part. Details pertaining to these warranties shall be provided by Vendor upon Purchaser’s request.

7A. (ii) Purchaser shall address all warranty claims for any products or parts to the Vendor who shall apply to the manufacturer on behalf of the Purchaser. Purchaser understands and agrees that it may not contact the manufacturer directly and shall process all such claims with the Vendor. For all product warranty claims, Purchaser shall contact

Vendor at:

Address: 8178 Montview Tel: (514) 486-4635
Montreal, H4P 2L7 Fax: (514) 486-7080
Quebec, Canada E-mail: info@martinindustries.ca

7B. Vendor’s Standard Five (5) Year Installation Warranty

7B. (i) Vendor’s Installation warranty extends for a period of five years from the time of completion of the installation of the Products and shall cover only those defects which prevent the functional use of the Products, specifically, any defect which prevents the doors or windows from opening, closing or locking in accordance with the manufacturer’s specifications.

7B. (ii) Any uncured defaults on any payments owing hereunder to Vendor renders Vendor’s Installation Warranty null and void.

8. OTHER GENERAL EXCLUSIONS / LIMITATION ON LIABILITY / REMEDIES (for a complete list of exclusions and limitations of liability, see Schedule D)

8.1 In addition to those exclusions and limitations found in Schedule D attached hereto, Vendor will have no liability for damages or defects to the Products or installation due to:

8.1.1 Accident or negligence in handling the Products by anyone other than Vendor or its employees or authorized contractors;

8.1.2 Force majeure such as, without limitation, fire, earthquake, storms, acts of nature, explosion, vandalism, or any similar occurrence, orders of acts of military or civil authority or national emergencies or any cause beyond Vendor’s control;

8.2 No representative of Vendor shall have the authority to modify or expand any warranty contained in the present Agreement and any purported modification to any warranty shall be of no force or effect.

8.3 The warranties provided are made only to the Purchaser hereunder and may not be assigned to any third parties.

8.4 Vendor’s Installation Warranty as set out in Section 8 herein sets forth the maximum liability of Vendor in relation to the present Agreement. In no event shall Vendor be liable for any other damages, personal injury, loss of profits, loss of use, incidental, consequential or punitive damages, regardless of the nature of the claim and whether or not occasioned by Vendor’s negligence. In no event shall the liability of Vendor exceed the Installation Price as set out in Section 1.3 of the present Agreement.

9. REMEDIES

9.1 Where a defect in installation is covered by Vendor’s Installation Warranty as provided in section 7B herein, the Vendor may elect one of the following options, in its sole discretion:

(a) correction of the installation defect, which does not include labor or costs for painting, refinishing, or restoration; or

(b) refund the Installation Price as set out in section 1.3 herein;

9.2 The foregoing are the only remedies Vendor shall provide for any type of claim, warranty or otherwise made by Purchaser. Where Vendor elects to remedy under option 9.1 (a) in virtue of a warranty claim, Vendor warrants that the installations services effected shall be free from all workmanship defects, subject to the exclusions and limitations contained in the present Agreement, for the balance of the original warranty period applicable to the original Installation services that were corrected.

9.3 Poor or defective Installation is determined by the Vendor, in its sole discretion, in accordance with industry standards and practices.

10. CANCELLATION POLICY 10.1 Any cancellation of the full purchase order or a part of the purchase order shall be subject to a forfeiture of the Deposit and, in the event the purchase order has been previously sent to production, penalty fees including all fees related to the costs of production shall apply.

10.2 Installation dates may only be cancelled by the Purchaser with a minimum twenty-four (24) hour notice, otherwise a cancellation fee or penalty will be applied. Any cancellation due to reasons of incomplete brickwork, failure to disconnect wires or alarm systems, or failure to obtain the necessary permits shall be subject to a cancellation fee or penalty.

11. MISCELLANEOUS

11.1 This Agreement shall be binding upon the Purchaser and their respective heirs, executors, administrators, successors and assigns.

11.2 This agreement shall be construed and enforced in accordance with the laws of the Province of Quebec;

11.3 The headings in this agreement have been inserted solely for the ease of reference and shall not modify, in any manner, whatsoever, the meaning or scope of the provisions hereof;

11.4 This agreement constitutes the entire understanding between the parties. Declarations, representations, promises or conditions other than those set forth in the agreement shall not be construed in any way so as to contradict, modify of affect the provisions of the agreement;

11.5 The Schedules to this agreement and all external clauses mentioned herein shall be deemed to form an integral part hereof. By initialing the present section, Purchaser hereby acknowledges and confirms that all external clauses mentioned herein (including references to those clauses which may be found on Vendor’s website) have been expressly brought to Purchaser’s attention and that all such clauses form part of the present Agreement and are binding on Purchaser.

Purchaser’s Initials________

11.7 This agreement shall not be amended or modified except by another written document duly signed by all of the Initials
parties hereto;

11.8 The currency used for purposes of the agreement shall be in Canadian dollars;

11.9 The parties agree to elect domicile in the judicial district of Montreal, Quebec, for the hearing or any claim arising with respect to the interpretation, application, performance, term, validity or effects of the present agreement;

11.10 The parties declare that they have requested that this Agreement be drafted in the English language. Les parties déclarent qu’ils ont exigé que cette convention soit faite en la langue anglaise.

Executed in [________ ______], on the [______] of [___________________] 20[__]

By Vendor: By Purchaser:

Per:___________________________________ ________________________________________