RESIDENTIAL VERSION

This version applies where the HVAC Systems are purchased primarily for personal, family, or household purposes. Ontario's Consumer Protection Act, 2002 applies to this agreement. Important consumer notice: This agreement is governed by the Consumer Protection Act, 2002 (Ontario). Where any term of this agreement conflicts with that Act or any other consumer-protection law that cannot be waived, the legislation prevails and that term is read down only to the extent necessary for compliance. Nothing in this agreement removes rights the law gives you as a consumer.

These terms and conditions of sale apply to all sales by CGS HVAC Inc. to the Customer, together with CGS HVAC's signed quotation, plans, and specifications.

Part I — General

1. Definitions

Customer: The homeowner or person ordering HVAC Systems from CGS HVAC for personal, family, or household use, including (on a joint and several basis) any person who has signed CGS HVAC's quotation or otherwise placed an order.

HVAC Systems: Heating, ventilation, and air conditioning equipment, and all related goods and services ordered by the Customer and supplied by CGS HVAC, including the cost of all options, variations, and extras requested or agreed by the Customer.

CGS HVAC: CGS HVAC Inc. (CRA Business Number: 73981 7120 RT0001).

HST: Harmonized Sales Tax.

Moneys Due: The price payable for HVAC Systems, delivery charges, HST, interest, and all extra charges or change orders (if any).

Installation Date: The date the HVAC Systems are physically received at the site and installed by CGS HVAC (where CGS HVAC is contracted to install).

Order: A quotation accepted by the Customer, or any other order placed by the Customer and accepted by CGS HVAC, whether verbal, electronic, email, or in writing.

Purchase Price: The price payable by the Customer to CGS HVAC for the HVAC Systems.

Substantial Completion: Completion of delivery, or completion of installation if CGS HVAC is undertaking

installation, except minor adjustments or remedial items, or delays caused by the Customer or by other trades yet to complete their work (for example, final thermostat connections delayed by drywalling or painting).

Direct Agreement: An agreement that is negotiated or entered into at a place other than CGS HVAC's place of business — for example, in the Customer's home — as defined under the Consumer Protection Act, 2002.

2. Your Cancellation Rights

If this is a Direct Agreement (for example, signed in your home), you may cancel it within ten (10) days after you receive the written copy of the agreement, for any reason, by giving CGS HVAC notice. You may also have additional cancellation rights under the Consumer Protection Act, 2002 in certain circumstances. To cancel, you may give notice by any method that lets you prove the date notice was given, including by mail, email, or personal delivery to the address shown on this agreement.

If you cancel within the cooling-off period, CGS HVAC will refund any payment within fifteen (15) days, in accordance with the Act.

Insert your full cancellation address, email, and any prescribed cancellation form here. The CPA sets out specific content requirements for direct agreements and cancellation notices — confirm wording with your lawyer before publishing.

3. Applicable Terms and Quotations

Only these terms and conditions, CGS HVAC's quotation, plans, and specifications signed or assented to by the Customer, and those terms implied by law that cannot be excluded, bind CGS HVAC and form the contract. These terms may only be varied by express written agreement signed by CGS HVAC.

Quotations are valid for acceptance for thirty (30) days from their date. Within that 30-day window, the quoted price is held and will not be increased; CGS HVAC is not bound by an expired quotation unless agreed in writing.

Unless expressly stated in the quotation, CGS HVAC is not responsible for work or materials outside the scope of the HVAC Systems — including drywall repair, structural modifications, painting, plumbing (other than standard HVAC drainage/gas connections), or primary electrical panel upgrades.

The Customer acknowledges that existing site conditions (such as ductwork size, insulation, and home envelope) vary, and that optimal system performance is subject to those constraints unless remediation is expressly included in the quote.

4. Price, Charges, and Taxes

All delivery charges, HST, and other government taxes are payable in addition to the price for the HVAC

Systems unless the Purchase Price specifically includes them. Changes to government taxes after

acceptance that alter CGS HVAC's liability are payable by the Customer.

Interest on overdue amounts is charged at eighteen percent (18%) per annum, calculated on daily

balances from the date payment became due until paid. The annual interest rate and the total cost of any

extended payment will be disclosed to you as required by the Consumer Protection Act, 2002. Payments

received are applied first to outstanding interest.

CGS HVAC may, acting reasonably and in good faith, recover its reasonable costs of collecting overdue

amounts, including reasonable legal costs, to the extent permitted by law.

Any special offers or promotional discounts must be claimed prior to quotation and cannot be claimed

after a quotation is accepted.

CGS HVAC discloses that it may receive discounts, rebates, trade rates, or other consideration from

suppliers in relation to the HVAC Systems from time to time.

Prices are accurate at the date of the quotation. Within the 30-day quotation validity period the price is

fixed. After that period, if material or service costs increase, a revised quotation will be provided for your

acceptance before any price change takes effect.

5. Delivery and Risk

Delivery costs assume free, clear, and unimpeded access to the installation site. Reasonable additional

costs caused by non-conforming access are payable by the Customer, where disclosed and agreed in

advance.

CGS HVAC bears all risk in the HVAC Systems until they are delivered to the Customer's address. After

delivery, the Customer is responsible for protecting the equipment on site.

Because CGS HVAC depends on third-party suppliers and manufacturers, delivery dates are estimates

only. A delay in delivery does not entitle either party to treat the contract as ended, and CGS HVAC is not

liable for losses caused by supplier delays beyond its reasonable control.

Where CGS HVAC removes existing HVAC equipment, it is not responsible for pre-existing damage

revealed during removal. Remedial work to the site revealed after removal is the Customer's responsibility

unless otherwise agreed.

6. Payments

Unless otherwise specified in the quotation, and subject to any limits required by the Consumer Protection

Act, 2002:

• A deposit of up to 25% of the Purchase Price (or $1,000, whichever is greater, where permitted)

is payable on acceptance, before equipment is procured.

• A progress payment is payable on delivery of the HVAC Systems to site.

• The balance is payable on Substantial Completion.

The exact deposit and progress-payment amounts will be set out in your quotation and will comply with

applicable consumer-protection limits. If the Customer delays final completion by more than fourteen (14)

days after installation begins (for reasons within the Customer's control), the balance becomes payable.

The original 50% + 45% structure (95% before completion) is high-risk for consumer contracts. The

figures above are a safer placeholder — set final deposit/progress amounts with your lawyer to ensure

CPA compliance.

7. Cancellation of an Order (after the cooling-off period)

If you cancel after any statutory cooling-off period and before work has commenced or materials ordered,

CGS HVAC will refund the deposit in full.

If CGS HVAC has commenced work (including design/engineering) or ordered materials, the deposit will

be refunded less reasonable costs actually incurred, determined by CGS HVAC acting reasonably and in

good faith, with supporting detail provided on request. Any shortfall is payable by the Customer; any

excess is refunded.

8. Accuracy of Information; Inspection

CGS HVAC may rely on the accuracy of information, plans, and specifications supplied by the Customer.

Where material inaccuracies require design or installation changes, reasonable additional costs are

payable by the Customer, disclosed in advance where practicable.

Please inspect the HVAC Systems within a reasonable time after the Installation Date and notify CGS

HVAC promptly of any concerns. This does not limit any rights or remedies you have under the Consumer

Protection Act, 2002 or other applicable law.

9. Privacy (PIPEDA)

CGS HVAC will collect, retain, and use information about the Customer to provide the HVAC Systems,

assess creditworthiness, and administer the account, and may disclose information to a credit provider,

credit reporting agency, or collection agency in connection with credit, a default, or collection.

Marketing consent is separate and optional. CGS HVAC will only send commercial electronic messages

where you have consented, consistent with Canada's Anti-Spam Legislation (CASL), and you may

withdraw that consent at any time.

With your consent, CGS HVAC may use photographs of installed work for promotional purposes without

identifying you. You may request access to your personal information and ask for corrections.

10. Force Majeure

CGS HVAC is not liable for failure or delay caused by events beyond its reasonable control, including

natural disaster, pandemic, government closures, acts of God, industrial action, or the failure of a

tradesperson not engaged by CGS HVAC. CGS HVAC will take reasonable steps to minimize any

resulting delay.

11. Installation Assumptions

Installation costs assume adequate structural integrity; unimpeded access without specialized lifting

equipment (such as cranes) unless quoted; no changes to site dimensions or layout after measurement;

no hazardous materials (such as asbestos) that prolong the work; and a single continuous installation. If

any of these assumptions do not hold, reasonable additional time and costs at CGS HVAC's standard

rates are payable, disclosed and agreed in advance where practicable.

12. Notices

Notices may be given by post, email, or delivery to any address provided by the Customer. The Customer

consents to receiving notices electronically; this does not affect the cancellation-notice methods described

in clause 2.

Part II — Warranty

13. Warranty

Subject to the exclusions below, CGS HVAC warrants its installation workmanship against defects for a period of ____________________ (e.g., one (1) year) from the Installation Date. This workmanship warranty is in addition to — and does not replace — your rights under the Consumer Protection Act, 2002 and the Sale of Goods Act (Ontario), which cannot be excluded.

CGS HVAC will pass on to the Customer, to the fullest extent it is able, the benefit of any manufacturer's warranties for the equipment and parts.

Subject to your non-excludable statutory rights, the workmanship warranty does not apply where:

• There has been neglect, misuse, failure to perform routine maintenance (such as filter changes), accident, or ordinary wear and tear;

• Damage was caused by flooding, water, power surges, or other intervening causes;

• There has been movement in the building's foundations or structure affecting the equipment;

• The equipment was repaired or altered by the Customer or a third party without CGS HVAC's written consent; or

• The property has been sold, leased, or assigned and CGS HVAC has not agreed in writing to extend the warranty. Warranty service does not extend to travel outside CGS HVAC's standard service area or to special access equipment, except where required by law.

Part III — Liability and Security

14. Limitation of Liability

To the extent permitted by law, neither party is liable for special, punitive, or consequential loss (including loss of profit or goodwill). Except for liability that cannot be limited or excluded by law — including liability for death or personal injury caused by negligence, and your rights under the Consumer Protection Act, 2002 — each party's liability arising from the supply of the HVAC Systems is limited to the amount paid to CGS HVAC for the Systems to which the liability relates.

15. Retention of Title

Ownership of the HVAC Systems remains with CGS HVAC until the Purchase Price is paid in full. Until

then, and to the extent permitted by law, CGS HVAC may recover unfixed equipment if payment defaults

or insolvency occurs, on reasonable notice. Equipment affixed to the building does not become a fixture

until paid in full and remains severable by CGS HVAC, subject to applicable law.

16. Construction Act (Ontario)

Where this agreement constitutes a contract for an improvement under the Construction Act (Ontario), the

parties will comply with the prompt-payment and holdback provisions of that Act. CGS HVAC reserves all

rights to register a construction lien against the premises for the value of goods and services supplied to

the improvement, in accordance with the Act.

17. Governing Law

This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario. The parties submit to the courts of Ontario.

COMMERCIAL VERSION

This version applies where the HVAC Systems are purchased for business or commercial purposes. The Consumer Protection Act, 2002 (Ontario) does not apply to the extent permitted by law. These terms and conditions of sale apply to all sales by CGS HVAC Inc. to the Customer and prevail over any conflicting documentation from or on behalf of the Customer at any time, together with CGS HVAC's signed quotation, plans, and specifications.

Part I — General

1. Definitions

Customer: The person or entity ordering HVAC Systems from CGS HVAC for business or commercial

purposes, including (on a joint and several basis) any person who has signed CGS HVAC's quotation or

otherwise placed an order.

HVAC Systems: Heating, ventilation, and air conditioning equipment, and all related goods and services

ordered by the Customer and supplied by CGS HVAC, including the cost of all options, variations, and

extras requested or agreed by the Customer.

CGS HVAC: CGS HVAC Inc. (CRA Business Number: 73981 7120 RT0001).

HST: Harmonized Sales Tax.

Moneys Due: The price payable for HVAC Systems, delivery charges, HST, interest, and all extra charges

(if any).

Installation Date: The date the HVAC Systems are physically received at the site and installed by CGS

HVAC (where contracted to install).

Order: A quotation accepted by the Customer (binding on CGS HVAC in accordance with these terms), or

any other order placed by the Customer and accepted by CGS HVAC, whether verbal, electronic, email,

or in writing.

Purchase Price: The price payable by the Customer to CGS HVAC for the HVAC Systems.

PC Sums (Provisional Sums): Estimated allowances stated in a quotation.

Substantial Completion: Completion of delivery, or completion of installation if CGS HVAC is undertaking

installation, except minor adjustments, remedial items, or delays caused by the Customer or by other

trades yet to complete their work (including final thermostat connections delayed by drywalling or

painting).

2. Applicable Terms and Quotations

Only these terms and conditions, CGS HVAC's quotation, plans, and specifications signed or assented to by the Customer, and those implied terms that cannot be excluded by law, bind CGS HVAC and form the contract. This replaces any prior, contemporaneous, or subsequent agreements, whether written or oral, including any terms emanating from the Customer, which the Customer waives. These terms may only be varied by express written agreement by CGS HVAC.

Quotations are valid for thirty (30) days from their date. CGS HVAC is not bound by an expired quotation unless agreed in writing. Acceptance is effective upon the Customer signing or accepting the quotation, plans, and specifications, and paying the deposit under clause 5. Delays in acceptance or deposit payment will delay procurement and installation.

Unless expressly stated in the quotation, CGS HVAC is not responsible for work or materials outside the scope of the HVAC Systems — including drywall repair, structural modifications, painting, plumbing (other than standard HVAC drainage/gas connections), or primary electrical panel upgrades. The Customer acknowledges that existing site conditions (such as ductwork size, insulation, and building envelope) vary, and that optimal system performance is subject to those constraints unless remediation is expressly included in the quote.

3. Price, Charges, and Taxes

All delivery charges, HST, and other government taxes are payable in addition to the price for the HVAC

Systems unless the Purchase Price specifically includes them. Changes to government taxes after

acceptance that alter CGS HVAC's liability are payable by the Customer.

Interest is payable on daily balances of overdue amounts at eighteen percent (18%) per annum, from the

date payment became due until paid. Payments received are applied first to interest. Accrued interest is

capitalized monthly.

All Customers are responsible for payment of the Purchase Price, and if more than one, on a joint and

several basis.

The Customer indemnifies CGS HVAC for all reasonable recovery costs (including legal costs on a

substantial-indemnity or solicitor-client basis, to the extent awarded or enforceable) incurred to secure

payment, plus interest and collection costs, once payment is overdue.

Special offers and promotional discounts must be claimed prior to quotation and cannot be claimed after

acceptance.

CGS HVAC discloses that it may receive discounts, margins, commissions, rebates, trade rates, fees, or

other consideration from suppliers in relation to the HVAC Systems from time to time.

All PC Sums are estimates only; the Customer pays on demand all additional amounts incurred above the

PC Sum.

Prices are accurate at the date of quotation. If CGS HVAC's cost of materials or services increases after

that date, the quoted price increases to the amount that would have been quoted had the new cost

applied at the date of quotation. This is subject to the 30-day validity in clause 2, within which the quoted

price is held.

4. Delivery and Risk

Delivery costs assume free, clear, and unimpeded access to the installation site, whether or not CGS

HVAC has previously inspected it. Additional costs caused by non-conforming access are payable by the

Customer.

CGS HVAC bears all risk in the HVAC Systems until delivery to the Customer's address. After delivery,

the HVAC Systems are at the sole risk of the Customer, who is responsible to protect and insure the

equipment.

Delivery dates are estimates only; CGS HVAC is not liable for loss or damage for failure to deliver by

those dates, and a delay does not entitle either party to treat the contract as repudiated.

Unless agreed in writing, the Customer is responsible for the timely completion of all other trade services

necessary for installation (for example, structural framing, roofing, electrical service upgrades).

Where CGS HVAC removes existing HVAC equipment, it is not responsible for pre-existing damage

revealed during removal. Remedial works revealed after removal are the Customer's responsibility.

The Customer warrants it has adequate property/builder's risk insurance for all risks during installation

and that such cover is adequate for its needs.

5. Payment of Purchase Price

Unless otherwise specified in a quotation:

• A deposit of fifty percent (50%) of the Purchase Price is payable on acceptance or order, before

CGS HVAC commences work or procures equipment;

• A further forty-five percent (45%) is payable before delivery of the HVAC Systems;

• The balance is payable immediately on Substantial Completion.

If the Customer delays delivery after CGS HVAC has ordered equipment, CGS HVAC may invoice as if

the delay had not occurred. If the Customer delays final completion by more than fourteen (14) days after

installation begins, the balance becomes immediately due and payable. CGS HVAC may set off any debts

owed against any sum received or payable by it.

6. Cancellation of Order

If the Customer cancels before work commences or materials are ordered, CGS HVAC refunds the

deposit (if any) in full.

If CGS HVAC has commenced work (including design/engineering) or ordered materials, the deposit is

refunded less costs incurred or work done, reasonably determined by CGS HVAC acting in good faith.

Where the deposit is less than that determined value, the Customer immediately pays the shortfall.

7. Accuracy of Information Supplied

CGS HVAC may rely on the accuracy of all information, plans, and specifications supplied by the

Customer. Where there is material inaccuracy, CGS HVAC will endeavour to adjust the design or

installation at the Customer's cost. CGS HVAC may deviate from plans where reasonably necessary due

to unavailability of materials, unexpected building works, or structural realities.

The Customer must notify CGS HVAC of all changes to the site after the initial measure. Any

modifications required are payable by the Customer at standard rates.

The Customer must inspect the goods within seven (7) days of the Installation Date; unless noted in

writing within that period, the Customer is deemed to have accepted the HVAC Systems as complying

with the quotation.

8. Assignment

Except on a bona fide sale of CGS HVAC's business, neither party may assign its rights or obligations

without the other party's written consent.

9. Intellectual Property

All copyright in drawings, HVAC system designs, load calculations, and specifications prepared by CGS

HVAC remains the sole property of CGS HVAC.

10. Privacy (PIPEDA)

The Customer authorizes CGS HVAC to collect, retain, and use information about the Customer to

assess creditworthiness and administer the account, and to disclose information to any credit provider,

credit reporting agency, or collection agency for credit references, debt collection, or default notification.

Marketing consent is separate. CGS HVAC will send commercial electronic messages only where

permitted under Canada's Anti-Spam Legislation (CASL), and consent may be withdrawn at any time.

With consent, CGS HVAC may use photographs of installed work for promotional purposes without

identifying the Customer. The Customer may request access to its information and corrections. This

clause serves as consent under PIPEDA and applicable Ontario privacy legislation.

11. Force Majeure

CGS HVAC is not liable for any failure or delay due to circumstances beyond its reasonable control,

including acts of terrorism, natural disaster, pandemics, government closures, acts of God, industrial

action, supplier failures beyond its reasonable control, or the failure of a tradesperson not engaged by

CGS HVAC.

12. Installation

Installation costs assume and are subject to: adequate structural integrity to support the equipment;

unimpeded access without specialized lifting equipment (such as cranes) unless quoted; no changes to

site dimensions or layout after measurement; no hazardous materials (such as asbestos) that prolong or

delay the work; and a single continuous installation. If any of these do not hold, the Customer pays CGS

HVAC at standard rates for the additional time, work, and expenses.

13. Notices

Notices may be given by post, fax, email, or delivery to any address provided by the Customer. The Customer consents to receiving notices electronically.

Part II — Warranty

14. Warranty

Subject to the exclusions below, CGS HVAC warrants its installation workmanship against defects for a period of ____________________ (e.g., one (1) year) from the Installation Date. CGS HVAC will pass on to the Customer, to the fullest extent it is able, the benefit of any manufacturer's warranties for the equipment and parts.

The warranty does not apply where:

• There has been neglect, misuse, failure to perform routine maintenance (such as filter changes), accident, or ordinary wear and tear;

• Damage was caused by floods, water, power surges, sunlight, or other intervening causes;

• There has been movement in the building's foundations or structure affecting the equipment;

• Damage was caused by an Act of God;

• The equipment was repaired or altered by the Customer or a third party without CGS HVAC's written consent;

• CGS HVAC did not receive payment of the Purchase Price in full; or

• The property has been sold, leased, or assigned and CGS HVAC has not agreed in writing to extend the warranty.

Warranties do not extend to travel outside CGS HVAC's standard service area or to special access equipment.

15. Supply for Business Purposes

The Customer is purchasing the HVAC Systems for business or commercial purposes. To the fullest extent permitted by law, the Consumer Protection Act, 2002 (Ontario) does not apply to this supply.

16. Limitation

Neither party is liable for any special, exemplary, punitive, or consequential loss or damage (including loss of profit or goodwill) incurred directly or indirectly in connection with the supply of HVAC Systems. Each party's liability arising from the supply is limited to the amount paid to CGS HVAC for the Systems to which the liability relates. Nothing in this clause limits liability that cannot be excluded by law, including liability for death or personal injury caused by negligence.

Part III — Security of Payment

17. Retention of Title

Ownership of the HVAC Systems remains with CGS HVAC until full payment is received. To the extent permitted by law, CGS HVAC may stop equipment in transit, enter premises occupied by the Customer, and recover equipment if a payment default or insolvency occurs. The Customer indemnifies CGS HVAC and its agents for reasonable costs of removal or recovery. Equipment affixed to a building does not become a fixture before full payment and remains severable by CGS HVAC.

18. Personal Property Security Act (Ontario) (PPSA)

These terms constitute a security agreement for the purposes of the Personal Property Security Act (Ontario), and a security interest is taken in all HVAC Systems supplied. CGS HVAC may register a financing statement. The Customer will sign any further documents required to register a financing statement, indemnify CGS HVAC for registration expenses, and give at least fourteen (14) days' written notice of any change in name or details. The Customer waives its right to receive a verification statement under the PPSA.

19. Security, Charge, and Liens

Where the Customer owns land or realty, the Customer agrees to charge its interest in that land to CGS HVAC to secure all monetary obligations, and CGS HVAC may register a caution or caveat on title, to be released once all obligations are met. Any property of the Customer in CGS HVAC's possession is subject to a lien, and CGS HVAC may retain possession and exercise rights under the Repair and Storage Liens Act (Ontario).

20. Construction Act (Ontario)

These terms may constitute a contract for an improvement under the Construction Act (Ontario). Where the Act applies, the parties will comply with its prompt-payment and holdback provisions. If an invoice/payment claim is served and not paid in full by the due date, and the Customer has not delivered a Notice of Non-Payment in the prescribed form and time, CGS HVAC may suspend work on written notice. If CGS HVAC suspends work for non-payment, it is not in breach of contract, is not liable for the Customer's resulting loss, and is entitled to an extension of time to complete. CGS HVAC reserves all rights to register a construction lien against the premises for the value of goods and services supplied to the improvement.

21. Governing Law and Jurisdiction

These terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario. The parties submit to the exclusive jurisdiction of the courts of Ontario.

Acknowledgement

The Customer acknowledges having read, understood, and accepted these terms and conditions on behalf of the business named below, and that the signatory is authorized to bind that business.