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Terms and Conditions of Rentals and Sales

All Clear Environmental & Scientific Corp (ACE Scientific)

Effective Date: July 1, 2025

 1. Scope and Applicability

These Terms and Conditions govern all equipment rentals and sales by All Clear Environmental & Scientific Corp (ACE Scientific), hereinafter referred to as “ACE Scientific,” to the client (“Client”). Any deviation from these Terms must be explicitly agreed to in writing by a director of ACE Scientific. The Client’s own terms and conditions, regardless of when presented, are expressly excluded.

 2. Rental Terms

  • Rental Period: The rental term begins on the date of equipment delivery or pickup and continues until the equipment is returned and inspected by ACE Scientific.
  • Use of Equipment: The Client agrees to use the rented equipment in accordance with all applicable laws and manufacturer specifications.
  • Loss or Damage: The Client assumes full responsibility for any loss, theft, or damage (beyond normal wear and tear) and agrees to compensate ACE Scientific for repair or replacement costs.
  • Return Condition: Equipment must be returned in proper working order. Restoration or repair fees may apply for non-compliance.
  • Attempts to Repair Strictly Prohibited: Under no circumstances is the Client or a person acting on behalf of the Client to attempt to modify or repair the equipment. Such actions could result in permanent damage to the equipment, could result in void warranty or a combination thereof. In such cases, the full cost to replace the equipment may be applicable and this will be invoiced to the client.

3. Sales Terms

  • Ownership: Title to equipment sold by ACE Scientific shall transfer to the Client only upon full payment.
  • Delivery: Delivery timelines are estimates only. ACE Scientific is not liable for delays outside of its control.
  • Warranty: Sales are made “as is” unless otherwise specified in writing. Manufacturer warranties, if applicable, are passed on to the Client.
  • Claims: Any claim regarding defective or damaged goods must be submitted in writing within 7 calendar days of delivery.

 4. Payment Terms

  • Invoices are due and payable within 35 calendar days of the invoice date, unless otherwise specified on the invoice or agreed upon in writing.
  • Late Payments: A late payment charge of 2% per month (24% per annum) shall apply to all overdue amounts, calculated on the original principal amount only. Interest will not be compounded.
  • Suspension of Services: ACE Scientific reserves the right to suspend any services, including equipment deliveries and ongoing rentals, without prior notice in the event of non-payment.
  • Debt Recovery: If any amount remains unpaid after 60 days, ACE Scientific reserves the right to refer the matter to a collections agency, and the Client shall be responsible for all associated legal, administrative, and recovery fees.

 5. Taxes and Withholdings

All prices are exclusive of applicable Canadian federal and provincial taxes, which shall be borne by the Client. The Client shall not withhold or deduct any amount from the total payable to ACE Scientific due to foreign tax obligations or otherwise.

 6. Liability and Indemnity

  • No Warranty of Outcome: ACE Scientific undertakes to provide quality equipment and services but does not guarantee specific outcomes or results. 
  • Indemnification: The Client agrees to indemnify and hold ACE Scientific harmless from any claims, liabilities, or damages resulting from misuse, misapplication, or modification of the equipment by the Client or its agents. 
  • Exclusion of Third-Party Liability: ACE Scientific shall not be held liable in any claim filed by an end-user or third party against the Client. 
  • Limitation of Liability: In no event shall ACE Scientific’s total liability, whether in contract, tort (including negligence), or otherwise, exceed the total amount paid by the Client for the specific rental or purchase giving rise to the claim. This limitation shall apply notwithstanding any failure of essential purpose of any limited remedy. 

 7. Force Majeure

ACE Scientific is not liable for failure or delay in performance due to acts of God, strikes, governmental actions, supply chain interruptions, or other events beyond its reasonable control.

 8. Governing Law

These Terms shall be governed exclusively by the laws of the Province of Ontario and applicable Canadian federal law. The parties agree that any dispute shall be resolved in the courts located in Ottawa, Ontario, to the exclusion of all others.

 9. Notices

All notices must be provided in writing and delivered to: All Clear Environmental & Scientific Corp (ACE Scientific), 1730 Courtwood Crescent, Ottawa, Ontario, Canada, K2C 2B5

Email: legal@ace-scientific.com

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