17075 Leslie Street, Unit 9
L3Y 8E1

Tel.: +1-888-905-5353

Terms and Conditions

General Information


17075 Leslie Street, Unit 9

Newmarket, Ontario L3Y 8E1

This is also our manufacturing and trading address.

You may contact us at the above-mentioned address and through the following means:

Tel.: +1 905-551-9519

Fax: +1 905-952-5309


Dispute and Resolution Process

DENIOS INC is dedicated to providing customers, consumers, and businesses with the highest level of service.

In the rare circumstance where a private individual, business customer, or business is unhappy with the service from DENIOS, we have a dedicated customer support team. In these situations, you can contact us using the contact details shown above.

Right to Cancel

You have the right to cancel this contract within 14 days without giving any reason. The cancellation period will expire after 14 days from the day on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the last good.

To exercise the right to cancel, you must inform us via our registered business and trading address, calling Tel.: +1 905-551-9519 or emailing within 14 days of receiving the goods.

To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.

Effects of Cancellation

Standard Manufactured Order

If you cancel an order, we will reimburse payments received from you - minus 30% to cover the inspection, handling and repackaging charge. We may make a further deduction from the reimbursement for loss in value of any goods supplied, if the loss is the result of unnecessary handling by you. We will make the reimbursement without undue delay, and not later than – (a) 14 days after the day we receive back from you any goods supplied, or (b) (if earlier) 14 days after the day you provide evidence that you have returned the goods, or (c) if there were no goods supplied, 14 days after the day on which we are informed about your decision to cancel this contract.

Special or manufactured-to-order

A cancellation fee will be applicable for all goods manufactured to order. The charge will be determined at an appropriate rate to recover costs incurred by the seller.

We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest. You shall send back the goods or hand them over to us without undue delay, and in any event not later than 14 days from the day on which you communicate your cancellation from this contract to us.

The deadline is met if you send back the goods before the period of 14 days has expired. You will have to bear the direct cost of returning the goods. You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the goods.

Terms and Conditions

1. ACCEPTANCE. Buyer/End-User (“Buyer”) agrees that it shall be bound by these Terms and Conditions (“Terms”) and that no other terms or

conditions shall apply to the sale of any goods or other products manufactured by DENIOS, Ltd. (“Goods”) or any subsidiaries or affiliates thereof (“Seller”).

These Terms shall prevail over all terms and conditions contained in any other oral or written communication, including, without limitation, Buyer’s purchase

orders, which are different from or in addition to these Terms, regardless of whether such other terms and conditions would materially alter these Terms.

No waiver, discharge, or modification of these Terms shall bind Seller unless in writing and signed by the authorized representative of Seller.

2. PAYMENT TERMS. Buyer agrees to pay for the Goods according to Seller’s payment terms as set forth in Seller’s quotation or, if no quotation is

provided, as set forth in Seller’s invoice. In the event Buyer fails to make any payment to Seller when due, Buyer’s entire account(s) with Seller shall

become immediately due and payable without notice or demand. All past due amounts are subject to service charges at the rate agreed to by the parties,

otherwise at the maximum rate permitted by law.

3. REMEDIES OF SELLER. In case of any Default (as defined below) by Buyer, Seller may, at its option, cancel any incomplete portion of a pending

sale of Goods or exercise any right or remedy which it may have by law. All such remedies of Seller are cumulative and not exclusive. “Default” by Buyer

shall include any of the following: (a) the failure to pay any installment of the purchase price when due, no demand being necessary; (b) the insolvency of

Buyer or its failure to pay debts as they mature, the appointment of a receiver for Buyer or for the Goods covered by these Terms, the filing of a bankruptcy

petition, an assignment for the benefit of creditors, or any other form of insolvency proceedings instituted against Buyer; (c) the death, incompetence,

dissolution or termination of existence of the Buyer; or (d) the failure of Buyer to perform any other material term or condition contained herein. In the

event of a Default by Buyer, Buyer agrees to pay Seller’s attorney’s fees, collection costs, and all other expenses incurred by Seller in connection with

such Default as and when incurred.


4.1 One-Year Warranty for Goods. Seller will for a period of one (1) year from the date the Goods are delivered warrant that all Goods are new, unused

and free of defects in material and workmanship. Seller will repair or replace any defects in material or workmanship that may develop under normal use.

4.2 Ten-Year Warranty for Chemical Storage Buildings. Seller will for a period of ten (10) years from the date a Chemical Storage Building is delivered,

repair or replace any defects in material or workmanship in load bearing walls, floor supports, sump structures and the roof of a Chemical Storage Building

(the “Exterior Structure”) that may develop under normal use. This ten (10) year warranty is extended strictly to the Exterior Structure and does not cover

any damages due to accident, neglect, or misuse, or any damage caused by installation of optional equipment to the Chemical Storage Building or Exterior


4.3 In order for the one (1) year and ten (10) year warranties to be effective each of the following conditions must be satisfied: (a) the Goods have been

used and maintained in accordance with Seller’s written Maintenance & Installation Manual (the “Manual”), which is incorporated herein by this reference;

(b) the Goods have been used under normal operating conditions, as detailed in the Manual; and (c) Buyer provides Seller with written notice of such

defect within ten (10) days from the date that Buyer discovered the defect or, in the exercise of reasonable diligence should have discovered the defect,

whichever date first occurs.

4.4 Seller’s liability shall be limited to repair of the defects as set forth in this Section or, if unable to be repaired or if replacement would be preferable in

Seller’s sole discretion, replacement of the Goods. It is expressly agreed by the parties herein that repair or replacement of the Goods as set forth in this

Section shall be Buyer’s sole and exclusive remedy against Seller. The right to recover consequential and incidental damages is expressly waived by

Buyer and such damages are excluded. There may be additional items included with the Goods that were not manufactured by the Seller, and those

items may include a third-party warranty, in the event there is damage to or a malfunction of a third-party item, the Buyer is limited to the warranty, if any,

provided by such third-party manufacturer. Unless otherwise contracted for, Seller shall have no liability or responsibility for the installation or use of the

Goods by Buyer.




5. DELIVERY. Unless otherwise specifically agreed by the parties in a writing signed by an authorized representative of Seller, all shipments are F.O.B.

place of shipment from Seller’s production facility in Louisville, KY. Buyer agrees to thoroughly examine the Goods at destination and to file any claims

for loss or damage during transit directly with the freight company or its underwriter. Goods in transit are at Buyer’s risk and Buyer shall, at its sole

expense, maintain appropriate insurance on the full value of the Goods while in transit. Title and risk of loss to all Goods passes to Buyer at the F.O.B.

place of shipment from Seller’s production facility in Louisville, KY.

6. ORDER CANCELLATION AND CHANGES. Buyer may cancel all or any portion of an order by written notice to Seller prior to thirty (30) days before

the acknowledged shipping date for the Goods. Upon receipt of a cancellation notice under this Section, Seller will cease work on the Goods as promptly

as reasonably possible. Buyer agrees to pay Seller (a) the contract price for any completed Goods, and (b) Seller’s full costs of production (including

overhead), as calculated in good faith by Seller, plus an additional twenty percent (20%) for any incomplete Goods canceled less than thirty (30) days prior

to the acknowledged shipping date. If Seller makes any changes to a previously acknowledged order at the request of Buyer, including any such changes

necessitated by changes in site conditions or installation requirements, the parties shall in good faith renegotiate the price of the Goods to reflect all

expenses caused by said changes.



DENIOS, Ltd Corporate Office

7. COMPLIANCE WITH LAW. Buyer bears the responsibility for assuring that the Goods comply with all applicable federal, state, and local laws,

codes, ordinances, and regulations applicable to the use of the Goods in Buyer’s operations. Buyer shall at its own expense apply for and obtain any

permits and inspections required for the installation and/or use of the Goods. Seller makes no representations that the Goods will conform to any federal,

state, or local laws, codes, ordinances, and regulations, except as particularly specified and agreed upon in writing by an authorized representative of


8. INDEMNIFICATION. Buyer will promptly defend, indemnify and hold harmless Seller and its agents and employees with respect to any loss, damage,

claim, suit, liability, judgment, or expense of any kind (including, without limitation, reasonable attorney’s fees and related expenses) incurred by Seller as

a result of or in connection with the purchase, sale, transportation, installation, repair or use of the Goods by Buyer, whether caused by the concurrent

and/or contributory negligence of Buyer, Seller, or any of their agents, employees or suppliers.

9. FORCE MAJEURE. If Seller is prevented from or delayed in performing by a force majeure event, it shall not be liable or responsible for its failure

to timely perform but shall perform as soon as reasonably possible after the force majeure event ceases, and normal operations resumes. Force majeure

as used in this Section refers to circumstances that are beyond Seller’s control and that directly or indirectly affect production, including but not limited to,

acts of God, acts of war, acts of government, pandemics, terrorism, riots and labor strikes, labor lockouts, interruption in telecommunication transmission

or product transportation, materials shortages or delays or sudden severe increases in materials prices or other costs, accident, fire, water damage, flood,

earthquake, windstorm, or other natural disasters and catastrophes.

10. GOVERNING LAW AND VENUE. This writing shall be construed under and governed by the law of the Commonwealth of Kentucky (without regard

for the conflict-of-laws principles thereof) and Buyer waives all claims to the contrary. The exclusive venue for any action to enforce these Terms shall be

the appropriate state or federal court of competent jurisdiction located in Ontario, Canada. Buyer consents to personal jurisdiction in the

Commonwealth of Ontario.

11. SEVERABILITY. These Terms shall not be construed against the party preparing them but shall be construed as if prepared jointly by the parties

and any uncertainty or ambiguity shall not be interpreted against any one party. If any provision hereof is held to be illegal, invalid, or unenforceable under

any present or future laws, such provision shall be fully severable and these Terms shall be construed as if such illegal, invalid or unenforceable provision

had never been made a part hereof. The remaining provisions herein shall remain in full force and effect and shall not be affected by such illegal, invalid

or unenforceable provisions or by their severance herefrom.

12. NON-WAIVER. Seller’s failure to insist upon the strict performance of any of these Terms shall not be deemed a waiver of any of Seller’s rights or

remedies hereunder, nor of its right to insist upon the strict performance of the same or any other term herein in the future. No waiver of any term or

condition hereunder shall be valid unless in writing and signed by an authorized representative of Seller.

13. SET-OFF. Buyer shall not be entitled to set-off any amounts due to Buyer against any amount due to Seller in connection with any order governed

by these Terms.

14. PRICE ADJUSTMENTS. Notwithstanding anything to the contrary contained in this Agreement, if Seller determines in good faith that extraordinary

economic conditions or that the occurrence of events would impose economic hardships of a severity not generally experienced in Seller’s industry, then

the parties agree to negotiate in good faith an appropriate price adjustment within fifteen (15) days after Seller provides Buyer written notice of such

condition or event. If, despite good faith efforts, the parties are unable to agree on a price adjustment within the fifteen (15) day period, Seller shall have

the right to terminate the applicable purchase order by written notice to Buyer within ten (10) days after the expiration of the fifteen (15) day period.

Extraordinary events or conditions could include, but are not limited to, supply chain disruptions which substantially affect the cost to manufacture or deliver

any Goods, a substantial increase in prices for raw materials or subassemblies, material changes in prevailing freight rates and other import/export costs,

or significant regulations or actions of governments that materially affect the cost of the Goods.

15. RETURNS. Seller will accept return items that are in new condition and free of damages by the customer or the freight company within 30 days from

receipt of delivery. There will be a 25% restocking fee AND return shipping and original shipping charges are the customer's responsibility. If the product

is damaged during shipping, then it is the Buyer’s responsibility to seek reimbursement from the freight company. Damaged items will not be refunded.

Once the Seller receives the returned item, the Seller will inspect it. If it is free of damages a refund or credit will be issued minus the 25% restocking fee

and original shipping charges.

16. ENTIRE AGREEMENT. These Terms constitute the final written expression of the terms and conditions governing the purchase and sale of the

Goods and are the complete and exclusive statement of the governing terms and conditions.

DENIOS, Ltd. CANADA Corporate Office

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