Terms and Conditions

HERCULES GROUP OF COMPANIES TERMS AND CONDITIONS

“Customer” shall mean the entity identified as such on the face of the Quote to which these terms and conditions are referenced and incorporated and which will be purchasing the Goods or requiring the Services; “Goods” shall mean all goods, including but not limited to all materials, equipment and supplies purchased by Customer in connection with the Quote; “Project Site” shall mean the Project Site Address as specified on the face of the Quote and shall include all buildings and other locations where Services hereunder are to be provided to, including any access roads, unless otherwise specifically provided in the Quote; “Quote” shall mean this signatory document that specifies the specific terms to be agreed upon between Hercules and the Customer and includes either a Quote and/or an Order Acknowledgement that is issued by Hercules; “Hercules” shall mean the entity identified as such on the face of the Quote to which these terms and conditions are referenced and are incorporated into, which may include but is not limited to Hercules SLR, Atlantic Crane Material Handling, Boomer Technical Resources Ltd., Fundy Machining & Millwright, Spartan Industrial Marine, Stellar Industrial, and Wire Rope Industries Atlantic; “Services” shall mean all services provided by Hercules in connection with the Quote, including but not limited to any delivery, installation, commissioning and maintenance provided; “Scope of Work” shall mean the provision of the Goods and/or Services under the terms specified in and in accordance with the Quote and any attachments, including these general Terms and Conditions; “Term” shall mean the term of the Quote, which shall commence on the date that the Services commence, and shall end on the date that the Services are complete and fully paid for by the Customer.

1. ACCEPTANCE, QUOTE CONSTITUTES ENTIRE AGREEMENT, GENERAL

This Quote constitutes Hercules’ offer and may be accepted by Customer only in accordance with the terms hereof. Customer is deemed to accept this Quote by the issuance of a Purchase Order or the commencement of Scope of Work, including arranging for shipping or delivery of the Goods or retrieving the Goods from Hercules, or the request of the furnishing of Services. Notwithstanding any waiver in any instance, or any oral agreement, or any instructions, terms and conditions that may be contained in any quotation, acknowledgement, invoice or other written document of Customer, no addition to, waiver for the future or modification of, any of the provisions herein contained shall be of any force or effect unless made in writing and executed by Hercules. This Quote and any included quotes within are based upon the Project Information or any specific details/requests that have been provided to Hercules from Customer and/or an initial site visit. If prior to or during the completion of the Scope of Work, the conditions of the Project Site and/or the Scope of Work have varied in any way, Hercules reserves the right to revise its quoted amounts accordingly. Any quoted amounts in the Quote will be considered valid for 30 days from the date found on the face of the Quote.

2. PAYMENT

Unless otherwise specified in the Quote, Customer shall pay Hercules all amounts invoiced within 30 days from the date of invoice for the Scope of Work. These amounts will be exclusive of taxes. Progress invoicing throughout the completion of the Scope of Work may be available. If progress invoicing is applicable, it will be indicated in the Quote. If payments are not made within 30 days of the invoice date, interest will accrue at a rate of 2% per month, unless otherwise indicated in the Quote. Rates relating to the provision of Services are subject to change if any unanticipated conditions arise at the Project Site which impact the cost to Hercules to perform the Services. Any labour rates are subject to escalation. The escalation of labour rates or any increases in WCB, CPP or EI will be in accordance with applicable collective agreements and/or government mandated increases or decreases. If a deposit is required pursuant to the terms of the Quote, Customer acknowledges that if the Quote is cancelled by Customer, any costs incurred as a result of the commencement of the Quote, as well as any applicable restocking fee, will be deducted from the deposit and any remaining amounts will be returned to Customer. Customer further acknowledges that if the Quote is cancelled by Customer after work has begun and costs have been incurred, the deposit may not be sufficient to cover costs incurred as of the date of cancellation and Hercules has the right to invoice Customer for any additional amounts not covered by the deposit.

3. DELIVERY DATES

Any delivery date noted on the Quote is provided as an estimated date of delivery. It is not a guarantee and may change. Hercules will not be held liable for any changes between estimated and actual delivery dates.

4. USE AND CONDITION

Customer agrees that all use of the Goods will be in accordance and in line with any and all recommendations of Hercules and/or the manufacturer, as provided to Customer by Hercules. Any damages suffered by Customer resulting from the Customer’s improper use and/or lack of maintenance of the Goods are the sole responsibility of Customer. Customer will, within 30 days of receipt of Goods, advise Hercules in writing of any malfunctioning of the Goods or manufacturing defects. If Hercules determines there to be a defect in the Goods, it may either refund or replace the impacted Goods, but will in no way be responsible for any damages further than a refund of payment price or replacement of impacted Goods.

5. REFUNDS

Any Goods that are special order and/or not regularly in-stock items are non-refundable. Any other in-stock Goods may be refunded within 30 days of purchase. If Goods are refunded pursuant to this clause, Hercules has the right to charge a 20% re-stocking fee. Any Goods that are returned for a refund must be in new condition. If Customer attempts to return Goods after the 60-day period, Hercules has the right to deny the requested refund.

6. PROJECT INFORMATION

Customer agrees to provide Hercules with all necessary Project Information, as requested and reasonably required in order for Hercules to properly provide Services and complete the Scope of Work. “Project Information” shall mean all data, documents, drawings, reports, estimates, summaries and such other information and materials relating to or prepared for the Project relating to the Scope of Work.

7. ASSIGNMENT

Neither this Quote nor any interest therein nor any claim arising hereunder shall be transferred or assigned by Customer without the prior written consent of Hercules. Hercules may transfer or assign the benefits of this Quote, or the resulting Purchase Order, in whole or in part, without the approval of Customer.

8. GOVERNING LAW

This Quote, and the rights and obligations of the parties thereto, shall be determined in accordance with the laws of Nova Scotia.

9. INDEMNITY

Customer shall defend, indemnify and hold harmless Hercules from any claims, suits, judgments, fees and costs (including solicitor’s fees) based on or arising out the improper, negligent, dangerous and/or reckless use of the Goods by Customer, including death, personal injury or damage to property.

10. DEFAULT

Customer will be found in default of this Quote if: a) any payment due hereunder has not been paid within thirty days of the date of invoice; b) Project Information is inaccurate or not provided to Hercules in sufficient time to perform the requested Services or provide the requested Goods; or, b) Customer is adjudged bankrupt or enters into receivership. Upon default, Hercules may, without prior notice, terminate this Quote and recover any and all amounts due and owing under this Quote.

11. WAIVER

Any waiver by Hercules of any breach or default by the Customer’s obligations hereunder, or any failure by Hercules to enforce any of its rights arising hereunder shall not be construed as a waiver of any other or subsequent breach or default or of the right to enforce Hercules’ rights arising hereunder in any circumstances.

12. LIMITATION OF LIABILITY

Hercules’ total liability for any and all claims, damages or expenses, including attorney’s fees, arising out of this Quote shall not exceed the cost of repairing and/or replacing the Goods provided, or in the case of the provision of Services, shall not exceed the total cost of the Quote.

13. CONSEQUENTIAL DAMAGES

In no event shall Hercules be liable for any special, incidental, indirect, liquidated, punitive, or consequential damages including loss of profits.

14. DISPUTE RESOLUTION

The parties agree that any and all disputes or controversies that may arise between the parties arising out of or related to this Quote or the resulting purchase order shall be determined by binding arbitration. Any arbitration proceedings shall be held in Halifax, Nova Scotia.

15. CURRENCY

Unless otherwise indicated, all dollar amounts are expressed in Canadian funds.

16. FORCE MAJEURE

Neither party will be liable for any failure or delay in performing their obligations set out in the Quote and/or resulting purchase order if the failure or delay is caused as a result of causes beyond the control of either party, including but not limited to riot, pandemic, quarantine, war, acts of God, terrorism, strike, lockout or Court Order.

Effective as of May 15, 2024