Terms & Conditions
Last Updated: June 1, 2026
1. Applicability
(a) These General Material Supply Terms and Conditions (“Terms”) apply to every sales order confirmation, quote, estimate, invoice, purchase confirmation, order acknowledgment, or other written order document issued by Styrok Inc. (“Styrok”) and accepted by the Purchaser identified therein (“Purchaser”), whether by signature, payment, written approval, authorization to proceed, acceptance of delivery, pickup or release of Goods, taking possession of Goods, or other conduct indicating acceptance. Each such document is referred to in these Terms as an “Order Document.”
(b) The applicable Order Document and these Terms together form the contract between Styrok and Purchaser for the manufacture and/or supply of the goods, products, materials, components, mouldings, panels, profiles, accessories, or other items identified in the Order Document (“Goods”).
(c) These Terms prevail over any additional or conflicting terms contained in any purchase order, subcontract, specification, general condition, Purchaser terms and conditions, procurement document, or other document issued by Purchaser or any third party. No such additional or conflicting terms shall modify or override these Terms unless Styrok expressly agrees in writing to the specific modification.
(d) Where Purchaser participates in a Styrok dealer, distributor, preferred customer, credit account, or other commercial program, any applicable written program agreement, commercial terms, price list, or other program-specific terms issued by Styrok shall also form part of the contract. In the event of an inconsistency between such program-specific terms and these Terms, the program-specific terms shall prevail solely with respect to the subject matter of the inconsistency.
(e) Styrok’s acknowledgment or processing of a Purchaser purchase order, commencement of production, fulfillment of an order, delivery or release of Goods, or issuance of an invoice does not constitute acceptance of any additional or conflicting terms proposed by Purchaser or any third party.
(f) Once accepted by Styrok, Purchaser’s order is final and may not be cancelled, reduced, deferred, or changed except with Styrok’s prior written consent.
2. Scope of Supply
(a) Unless expressly stated otherwise in the applicable Order Document, Styrok’s scope is limited to the manufacture and/or supply of the Goods identified in the Order Document.
(b) Styrok’s scope may include, as applicable: (i) standard product information; (ii) standard handling and storage guidelines; (iii) standard installation guidelines, if provided; and (iv) reasonable product-related coordination.
(c) Any product information, handling guidelines, storage guidelines, installation guidelines, technical comments, recommendations, or other advice provided by Styrok are provided for general informational and product-use purposes only. Purchaser, the general contractor, installer, and/or project consultants must independently determine the suitability, use, handling, storage, installation method, and project-specific application of the Goods.
(d) Nothing provided by Styrok makes Styrok responsible for installation, site conditions, substrate suitability, fastening implementation, waterproofing, flashing, caulking, building envelope performance, or work by others.
3. Exclusions and Responsibilities of Others
(a) Unless expressly included in the applicable Order Document, Styrok’s scope does not include: (i) installation labour; (ii) access equipment, hoisting, unloading, distribution, storage, handling, or protection of Goods after pickup, delivery, or release; (iii) site measurement, field verification, layout, or quantity verification; (iv) substrate review, testing, preparation, repair, levelling, remediation, or replacement; (v) structural, architectural, engineering, sealed drawing, delegated design, fastening design, load calculation, code compliance, permit, municipal approval, or consultant approval services; (vi) waterproofing, flashing, air barrier, roofing, window, door, balcony, caulking, sealant, or building envelope work; (vii) installation supervision, site safety, general site supervision, project management, site logistics, trade coordination, or coordination drawings for other trades; or (viii) responsibility for materials, systems, or work supplied, designed, reviewed, coordinated, or installed by others.
(b) Purchaser, the owner, general contractor, installer, architect, engineer, and/or applicable project consultants are responsible for all project-specific requirements, including: (i) site verification, quantity verification, and field measurements; (ii) substrate suitability and site conditions; (iii) fastening implementation and installation methodology; (iv) waterproofing, flashing, caulking, drainage, and building envelope integration; (v) adjacent trade interfaces and coordination; (vi) permits, approvals, code compliance, and consultant requirements; and (vii) ensuring that all persons handling, storing, installing, or using the Goods receive and follow all applicable product information, handling guidelines, storage guidelines, installation guidelines, safety information, and other instructions provided by Styrok.
(c) Styrok does not provide professional architectural or engineering services. Any drawings, details, layouts, shop drawings, submittals, recommendations, product information, technical comments, or installation guidelines provided by Styrok are for general product-use and coordination purposes only and do not constitute: (i) architectural services; (ii) engineering services; (iii) structural design; (iv) fastening design; (v) building envelope design; (vi) code compliance review; or (vii) project-specific installation approval.
4. Prior Information
(a) Any drawings, details, fastening information, installation methods, technical comments, recommendations, or other information previously provided by Styrok in connection with a prior proposal, estimate, supply-and-install proposal, preliminary discussion, or different scope of work were preliminary only and may not be relied upon for a material-only order unless expressly confirmed by Styrok in the applicable Order Document.
(b) Styrok may provide general product information, handling guidelines, storage guidelines, installation guidelines, or technical comments for the Goods, but Purchaser, the general contractor, installer, and/or project consultants are responsible for determining the appropriate project-specific installation method, fastening approach, substrate conditions, building envelope integration, and code compliance.
5. Price, Quantities, and Changes
(a) Purchaser shall pay Styrok the price set out in the applicable Order Document, plus applicable HST and any other taxes, delivery charges, storage charges, additional work charges, or other amounts payable under the Order Document or these Terms. All prices are in Canadian dollars unless expressly stated otherwise.
(b) Pricing is based on the drawings, design information, quantities, dimensions, assumptions, and project requirements available to Styrok as of the date of the applicable Order Document. Purchaser is responsible for confirming that the quantities ordered are sufficient for the project.
(c) Any additional units, replacement units, modified units, or quantities required for any reason, including site conditions, field measurements, installation method, breakage, waste, damage, design changes, or quantity shortfall, shall be charged at the applicable unit rates set out in the Order Document. If no applicable unit rate is set out, such additional or modified Goods shall be priced by Styrok and confirmed in writing before production.
(d) Any change to the design, dimensions, profiles, quantities, materials, finishes, colours, scope, production requirements, delivery requirements, sequencing, site conditions, approvals, or other project requirements may result in additional costs and/or schedule adjustments.
(e) Styrok may adjust pricing or require revised pricing confirmation where cost-determining factors materially change before production, delivery, or release of the Goods, including changes in raw material costs, packaging, energy, transportation, warehousing, insurance, duties, taxes, tariffs, surcharges, supplier pricing, exchange rates, or other costs outside Styrok’s reasonable control. Any such adjustment shall not entitle Purchaser to cancel the order except with Styrok’s prior written consent.
6. Payment
(a) Purchaser shall pay Styrok in accordance with the payment terms set out in the applicable Order Document. Unless otherwise stated in the Order Document, the balance attributable to any Goods being released, together with applicable HST and any other amounts then owing, must be paid in full before such Goods are delivered, picked up, or released.
(b) Purchaser shall notify Styrok in writing of any objection to an invoice within seven (7) calendar days after receipt. If Purchaser does not object within that period, the invoice shall be deemed accepted. Any invoice objection does not relieve Purchaser of its obligation to pay all undisputed amounts when due.
(c) All amounts paid to Styrok are non-refundable except to the extent expressly provided in the applicable Order Document or these Terms.
(d) Overdue amounts shall bear interest at two percent (2%) per month, equivalent to twenty-four percent (24%) per annum, calculated monthly and compounded, from the due date until paid in full.
(e) Purchaser shall reimburse Styrok for all costs incurred in collecting late payments, including legal fees on a full indemnity basis.
(f) Styrok may apply any payments received from Purchaser to any outstanding invoice, charge, interest, cost, or other amount owing by Purchaser to Styrok, in such order as Styrok determines.
(g) Purchaser shall not withhold, set off, backcharge, deduct, or delay payment of any amount due to Styrok because of any claim, dispute, deficiency allegation, delay allegation, warranty issue, third-party issue, bankruptcy, or other matter.
(h) Styrok may at any time change or withdraw credit terms, require cash-in-advance payment, require payment in full of any outstanding balance, require cash-on-delivery, request other assurances of payment, withhold delivery or release of Goods, suspend production, or cancel pending orders if Styrok has a good faith concern regarding Purchaser’s creditworthiness, payment history, or ability or willingness to pay.
(i) Purchaser shall be responsible for any bank charges, wire transfer fees, returned payment charges, credit card processing fees, or other payment-related charges incurred by Styrok in connection with Purchaser’s payment.
7. Production Authorization and Changes After Authorization
(a) Styrok may rely on any approval, direction, payment, confirmation, course of dealing, or other conduct by or on behalf of Purchaser that reasonably indicates authorization to proceed with production, procurement, shop drawings, coordination, or other work in connection with the applicable order.
(b) Once Styrok proceeds based on such authorization, Purchaser is responsible for all Goods fabricated, ordered, procured, staged, or committed, and for all production costs, shop drawing costs, coordination costs, labour costs, supplier costs, subcontractor costs, administrative costs, and other costs incurred by Styrok in connection with the authorized scope.
(c) Any change requested, required, or caused after authorization, including any change to drawings, dimensions, quantities, profiles, colours, finishes, design intent, approved scope, delivery requirements, sequencing, site conditions, approvals, consultant comments, municipal comments, or other project requirements, may result in an adjustment to price and schedule.
(d) Styrok is not required to proceed with any change unless the change, including any price and schedule adjustment, is confirmed in writing by Styrok. If Purchaser directs, permits, or causes Styrok to proceed with changed work before final pricing is confirmed, Purchaser shall be responsible for Styrok’s reasonable costs and charges for such changed work.
8. Delivery, Pickup, Release, Storage, Title, and Risk
(a) Unless otherwise agreed in writing, Goods shall be made available for pickup or delivery from Styrok’s facility at 73 Huxley Road, North York, Ontario M9M 3B4, or such other location identified by Styrok. Styrok may, in its discretion, arrange delivery, partial delivery, or staged delivery if separately agreed in writing. Delivery charges, special packaging, special handling, staging, storage, sequencing, or delivery coordination beyond Styrok’s standard practices may be charged separately. Each partial release or delivery may be invoiced and treated as a separate release or sale.
(b) Purchaser shall provide all instructions, access, equipment, labour, loading assistance, unloading assistance, site coordination, receiving personnel, and authorizations required for timely pickup, delivery, receipt, unloading, storage, handling, and protection of Goods.
(c) If Purchaser fails to pick up, accept, receive, or authorize release or delivery of Goods when ready, or if Styrok is unable to release or deliver Goods because Purchaser has not provided required instructions, approvals, documents, payment, access, labour, equipment, licences, authorizations, or site readiness, then: (i) the Goods shall be deemed ready for delivery or release; (ii) Styrok may invoice any unpaid balance; (iii) risk of loss or damage shall pass to Purchaser; (iv) Styrok may store the Goods at Purchaser’s cost; and (v) Purchaser shall be responsible for storage, insurance, handling, re-handling, administrative charges, and any other costs incurred by Styrok.
(d) Risk of loss or damage to the Goods passes to Purchaser upon the earliest of pickup, delivery, release, deemed delivery, deemed release, or Purchaser’s failure to accept or authorize release of the Goods when ready. Title to the Goods shall remain with Styrok until all amounts owing to Styrok are paid in full.
(e) As security for payment of all amounts owing to Styrok, Purchaser grants to Styrok a lien and security interest in all right, title, and interest of Purchaser in and to the Goods, together with all accessions, replacements, modifications, and proceeds, including insurance proceeds. Purchaser authorizes Styrok to register, perfect, amend, renew, and enforce such security interest under the Ontario Personal Property Security Act or other applicable legislation.
(f) Any reusable pallets, crates, racks, bins, containers, packaging, or transport materials supplied by Styrok remain Styrok’s property unless expressly sold to Purchaser. Purchaser shall return such items in undamaged condition upon request and shall be responsible for any loss, damage, replacement cost, or failure to return them.
(g) Styrok shall not be liable for delays, loss, or damage in transit, unloading, site handling, site storage, installation, or work by others.
9. Inspection and Acceptance
(a) Purchaser shall inspect the Goods within five (5) business days after receipt, pickup, delivery, or release. Purchaser shall be deemed to have accepted the Goods unless Purchaser gives Styrok written notice within that period of any visible or reasonably discoverable non-conformity, shortage, damage, or other delivery issue, together with reasonable supporting details. Acceptance does not waive a valid warranty claim for a latent defect that could not reasonably have been discovered during the inspection period, provided that Purchaser complies with the warranty notice requirements in these Terms.
(b) “Non-Conforming Goods” means only Goods that materially differ from the Goods expressly identified in the applicable Order Document, approved written production authorization, approved quantity schedule, or applicable written scope accepted by Styrok.
(c) If Styrok verifies that Goods are non-conforming, Styrok may, in its sole discretion, repair the non-conforming Goods, replace the non-conforming Goods, or credit or refund the price of the non-conforming Goods at the applicable contract rate.
(d) The remedies in this Section are Purchaser’s sole and exclusive remedies for Non-Conforming Goods. Except as expressly provided in the Order Document or these Terms, all sales are final and Purchaser has no right to return Goods.
10. Colour, Texture, and Finish Variation
(a) Purchaser acknowledges that Styrok Products are designed to replicate natural stone and may vary in colour, tone, texture, aggregate exposure, sheen, finish, and overall appearance.
(b) Any samples, renderings, photographs, website images, mockups, prior projects, or other visual references provided or referenced before the applicable order were provided only as examples of the general appearance of the product and do not guarantee that the final Goods will be an exact match.
(c) Such variations, including minor discolouration, efflorescence, cementitious variation, natural surface variation, and differences caused by lighting, viewing distance, angle, weathering, screen images, photographs, or surrounding materials, are inherent to the product and are not defects or grounds for rejection, replacement, credit, refund, backcharge, or warranty claim.
11. Limited Warranty
(a) Product Warranty. Styrok warrants that for a period of ten (10) years from the date the applicable Styrok Products are shipped, picked up, delivered, released, or deemed released under the applicable Order Document, Styrok Products shall be free from material defects in workmanship and materials. Third Party Products are not covered by this Product Warranty.
(b) No Installation Warranty. Unless expressly stated in the applicable Order Document, Styrok does not provide installation services and provides no installation warranty. Styrok has no responsibility for the matters excluded under Section 3.
(c) Warranty Exclusions. Styrok shall not be liable for a breach of any warranty set forth in these Terms if the defect or damage results from: (i) misuse, abuse, neglect, alteration, modification, cutting, repair, or other work not executed by Styrok; (ii) improper or insufficient maintenance; (iii) normal wear and tear; (iv) defects in or failure of Third Party Products; (v) improper storage, handling, loading, unloading, hoisting, site protection, or transportation after pickup, delivery, release, or deemed release; (vi) improper installation, installation workmanship by others, fastening implementation by others, or failure to follow Styrok’s product information, handling guidelines, storage guidelines, or standard installation guidelines; (vii) unsuitable substrate conditions, substrate preparation, substrate repair, substrate levelling, substrate movement, building movement, settlement, deflection, vibration, structural issues, moisture intrusion, water penetration, drainage issues, condensation, or failure of adjacent systems; (viii) defects, failures, or deficiencies in roofing, windows, doors, balconies, cladding, precast, flashing, caulking, sealants, waterproofing, air barrier systems, building envelope components, or other work outside Styrok’s scope; (ix) the variations described in Section 10; (x) acts or omissions of Purchaser, owner, general contractor, installer, consultants, contractors, subcontractors, other trades, or third parties; or (xi) instructions, information, drawings, dimensions, specifications, site information, materials, or approvals provided by or on behalf of Purchaser.
(d) Procedural Requirements. Styrok shall not be liable for a breach of warranty unless: (i) Purchaser provides written notice of the alleged defect or damage within ten (10) days of the time when Purchaser discovers or ought to have discovered it; (ii) Purchaser provides photographs, written details, and documentation reasonably required by Styrok; (iii) Styrok is given a reasonable opportunity to inspect and verify the claim before any repair, replacement, removal, alteration, modification, or remedial work is performed by others; and (iv) Styrok reasonably verifies that the alleged defect is covered by the warranty.
(e) No Other Warranties. Except for the express warranties contained in these Terms, Styrok makes no representations, conditions, or warranties with respect to the Goods, services, Styrok Products, Third Party Products, installation by others, performance by others, substrate, fastening, building envelope, adjacent systems, or project, including any: (i) condition or warranty of merchantability; (ii) condition or warranty of fitness for a particular purpose; (iii) warranty of title to any Third Party Products; or (iv) warranty against infringement of intellectual property rights of a third party, whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise.
(f) Remedies. Subject to Sections 11(c) and 11(d), if a Styrok Product is determined by Styrok to be defective during the Product Warranty Period, Styrok shall, in its sole discretion, either: (i) repair or replace the defective Styrok Product or the affected portion thereof; or (ii) credit or refund the price of such defective Styrok Product at the pro rata contract rate. Styrok shall have the exclusive right to determine the method, timing, and extent of any repair, replacement, credit, or refund. Styrok shall not be responsible for any repair, replacement, removal, access, hoisting, labour, installation, reinstallation, finishing, caulking, flashing, waterproofing, painting, delay, damage, or remedial work performed by others without Styrok’s prior written consent. The remedies set forth in this Section constitute Purchaser’s sole and exclusive remedy and Styrok’s entire liability for any breach of warranty. All remedies are subject to the limitation of liability in these Terms.
(g) Condition of Payment. All warranties are conditional upon Purchaser’s complete payment of all amounts owing to Styrok under the applicable Order Document, any related change orders, extras, delivery charges, storage charges, and these Terms. Warranties shall not be enforceable if Purchaser has not satisfied all payment obligations to Styrok. Any deviation from this clause must be confirmed in writing by Styrok.
12. Limitation of Liability
(a) To the fullest extent permitted by law, Styrok’s total aggregate liability arising out of or related to any Order Document, whether in contract, tort, negligence, strict liability, warranty, misrepresentation, statute, equity, or otherwise, shall not exceed the total amount actually paid to Styrok under the applicable Order Document for the specific Goods giving rise to the claim.
(b) Styrok shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, aggravated, or similar damages, including loss of use, loss of profit, loss of revenue, diminution in value, delay damages, business interruption, increased project costs, financing costs, consultant costs, contractor costs, access costs, removal costs, reinstallation costs, repair costs, replacement costs, damage to other property, or claims by third parties.
13. Indemnity
(a) Purchaser shall defend, indemnify, and hold harmless Styrok and its officers, directors, employees, agents, subcontractors, suppliers, affiliates, successors, and assigns from and against all claims, losses, damages, liabilities, deficiencies, actions, judgments, interest, penalties, fines, costs, and expenses, including legal fees, arising out of or resulting from: (i) inaccurate, incomplete, delayed, or changed information provided to Styrok; (ii) Purchaser’s breach of the applicable Order Document or these Terms; (iii) non-payment by Purchaser; (iv) installation, handling, storage, modification, alteration, repair, or use of the Goods by others; (v) substrate, fastening, waterproofing, flashing, caulking, sealant, building envelope, or adjacent system issues; (vi) acts or omissions of Purchaser, owner, general contractor, installer, consultants, contractors, subcontractors, other trades, or third parties; (vii) failure to comply with applicable laws, codes, permits, approvals, consultant requirements, product information, handling guidelines, storage guidelines, installation guidelines, safety information, or other instructions provided by Styrok; (viii) drawings, designs, specifications, instructions, materials, or information provided by or on behalf of Purchaser, including any claim that the manufacture or supply of Goods in accordance with such materials infringes or violates the rights of any third party; or (ix) any claim by a third party arising from matters outside Styrok’s express material supply scope.
14. Confidentiality
(a) All non-public, confidential or proprietary information of Styrok, including specifications, samples, patterns, designs, plans, drawings, renderings, documents, data, product information, installation guidelines, technical information, business operations, manufacturing processes, know-how, customer information, pricing, discounts and rebates, disclosed or made available by Styrok to Purchaser, whether orally or in written, electronic, visual or other form, and whether or not marked confidential, is confidential and proprietary to Styrok.
(b) Purchaser shall use Styrok’s confidential information only for purposes of its business relationship with Styrok, including the applicable Order Document and the purchase, marketing, resale, handling, installation or use of the Goods, as applicable. Purchaser shall not disclose, copy, distribute, reproduce, publish, reverse engineer or otherwise use such information except as reasonably required for those purposes, as required by law, or with Styrok’s prior written consent. Purchaser may disclose confidential information to its employees, professional advisors, contractors or consultants who need the information for those purposes and are subject to confidentiality obligations. Purchaser is responsible for ensuring that any person to whom it discloses confidential information protects that information in accordance with this Section.
(c) Purchaser shall not use Styrok’s confidential information, including drawings, renderings, profiles, samples, pricing, product information, installation guidelines, technical information or other materials, to solicit competitive pricing, assist another supplier, develop competing products, or manufacture, source, substitute or install non-Styrok materials without Styrok’s prior written consent.
(d) Upon Styrok’s request, Purchaser shall promptly return or destroy all documents and other materials containing Styrok’s confidential information. Styrok shall be entitled to seek injunctive relief for any actual or threatened violation of this Section, in addition to any other remedies available at law or in equity.
(e) This Section does not apply to information that: (i) is in the public domain through no breach by Purchaser; (ii) was known to Purchaser at the time of disclosure; or (iii) is rightfully obtained by Purchaser on a non-confidential basis from a third party.
15. Suspension and Termination
(a) In addition to any remedies available under the applicable Order Document, these Terms, or at law, Styrok may suspend production, withhold release of Goods, suspend further coordination, or terminate the applicable Order Document upon written notice to Purchaser if Purchaser: (i) fails to pay any amount when due; (ii) fails to provide required approvals, information, directions, confirmations, or production authorization reasonably required for Styrok to proceed; (iii) suspends, delays, cancels, or materially changes the project or material supply scope; (iv) fails to perform or comply with any term of the Order Document or these Terms, in whole or in part; (v) becomes insolvent, files a petition for bankruptcy, commences or has commenced against it any proceeding relating to bankruptcy, receivership, reorganization, liquidation, or assignment for the benefit of creditors; (vi) threatens to be unable to pay its debts or enters into any arrangement with creditors; (vii) ceases or threatens to cease carrying on business; or (viii) gives Styrok a good faith concern regarding Purchaser’s creditworthiness, payment history, or ability or willingness to pay.
(b) Styrok may also suspend production, withhold release of Goods, suspend further coordination, or terminate the applicable Order Document upon written notice to Purchaser if Styrok is unable to proceed due to circumstances outside Styrok’s reasonable control, including lack of timely access to raw materials, supplier delay, material shortage, production disruption, transportation disruption, or other force majeure event.
(c) In the event of termination, cancellation, delay, suspension, or reduction of scope for any reason, Purchaser shall remain responsible for all amounts due and owing to Styrok as of the date of such event, including amounts for Goods fabricated, Goods procured or ordered, Goods staged, Goods completed, committed production costs, shop drawing costs, coordination costs, administrative costs, storage costs, supplier costs, subcontractor costs, and any other costs or expenses reasonably incurred by Styrok in connection with the order.
(d) All amounts paid before termination, cancellation, delay, suspension, or reduction of scope are non-refundable except to the extent expressly provided in the applicable Order Document or these Terms.
16. Construction Act Rights
(a) Nothing in these Terms or any Order Document limits or waives any rights or remedies available to Styrok under the Construction Act, R.S.O. 1990, c. C.30, including lien rights, holdback rights, adjudication rights, and any other rights or remedies available to Styrok. Each invoice issued by Styrok shall constitute a proper invoice where applicable under the Construction Act.
17. Force Majeure
(a) Styrok shall not be liable for any failure or delay in performing any Order Document caused by circumstances beyond Styrok’s reasonable control, including labour disruptions, supply shortages, transportation delays, material availability, supplier delay, subcontractor delay, production disruption, severe weather, public emergencies, governmental action, power outages, equipment breakdowns, import or export restraints, embargoes, approval delays, or other events beyond Styrok’s reasonable control.
(b) Styrok’s obligations shall be suspended for the period reasonably required to address or overcome the force majeure event.
(c) If a force majeure event prevents or materially delays Styrok’s performance for more than ninety (90) days, Styrok may cancel the affected order or portion of the order without liability, provided that Purchaser remains responsible for all amounts owing for Goods fabricated, procured, staged, completed, or otherwise committed before cancellation.
18. Compliance with Laws
(a) Purchaser shall comply with all applicable laws, regulations, codes, ordinances, permits, approvals, and consultant requirements applicable to Purchaser’s obligations under any Order Document or these Terms, including receipt, handling, storage, installation, use, resale, export, or import of the Goods. Purchaser is responsible for obtaining and maintaining all licences, permissions, authorizations, consents, permits, and approvals required for the project and for Purchaser’s use or installation of the Goods.
19. General Legal Terms
(a) Relationship of Parties. The parties are independent contractors. Nothing in any Order Document or these Terms creates a partnership, joint venture, agency, fiduciary relationship, employment relationship, construction management role, general contractor role, or project management role.
(b) No Third-Party Beneficiaries. Each Order Document and these Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing herein confers any legal or equitable right, benefit, or remedy on any other person or entity.
(c) Notices. All notices shall be in writing and addressed to the parties at the addresses set out in the applicable Order Document or to such other address designated by a party in writing. Notices shall be deemed given: (i) when received, if delivered by hand; (ii) when received, if sent by courier; (iii) when sent, if sent by email during the recipient’s normal business hours and no delivery failure is received; (iv) on the next business day, if sent by email outside normal business hours and no delivery failure is received; or (v) on the third business day after mailing, if sent by registered mail.
(d) Assignment. Purchaser shall not assign any rights or delegate any obligations under any Order Document or these Terms without Styrok’s prior written consent. Any attempted assignment or delegation without Styrok’s consent is void. No assignment or delegation relieves Purchaser of its obligations. Styrok may assign or transfer any rights or obligations under any Order Document or these Terms to an affiliate, successor, purchaser of assets, or related entity without Purchaser’s consent.
(e) Governing Law and Jurisdiction. Each Order Document and these Terms shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties submit to the exclusive jurisdiction of the courts of the Province of Ontario, subject to any adjudication rights or other remedies available under the Construction Act. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
(f) Waiver. No waiver of any provision is effective unless in writing and signed by the party granting the waiver. No failure or delay in exercising any right, remedy, power, or privilege operates as a waiver.
(g) Severability. If any provision is invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law or severed to the extent necessary, and the remaining provisions shall remain in full force and effect.
(h) Entire Agreement and Amendment. The applicable Order Document and these Terms constitute the entire agreement between the parties with respect to the applicable order and supersede all prior and contemporaneous proposals, estimates, negotiations, communications, representations, warranties, and agreements, whether written or oral. Purchaser acknowledges that it has not relied on any representation, warranty, statement, promise, render, sample, drawing, estimate, schedule, technical comment, or other information not expressly set out in the applicable Order Document or these Terms. No amendment, modification, waiver, or change is effective unless in writing and signed by authorized representatives of both parties.
(i) Survival. All provisions that by their nature should survive completion, expiry, cancellation, or termination shall survive, including payment obligations, title and security interest, warranty limitations, limitation of liability, indemnity, confidentiality, governing law, jurisdiction, and any accrued rights or remedies.
(j) Counterparts and Electronic Delivery. Any Order Document may be executed in counterparts. A signed copy delivered by PDF, email, electronic signature platform, or other electronic means shall be as effective as an original signed copy.
(k) Language. The parties have expressly requested that these Terms and all related documents be drafted in English.
Last Updated: June 1, 2026