General Terms and Conditions of Sale

GENERAL TERMS AND CONDITIONS OF SALE

(Canada & United States – Online and Offline Sales)

Effective Date: June 26, 2026

These General Terms and Conditions of Sale (“Terms”) govern all sales of products and related services by Floorworks Int. Ltd., doing business as Relative Floors & Walls, to customers located in Canada and Relative Space, Inc., doing business as Relative Floors & Walls, to customers located in the United States (each, as applicable, “Seller”, “we”, “us”, or “our”), to customers (“Buyer”, “you”) located in Canada or the United States, including purchases made through our website and online store (the “Site”); and subject to our quotations, sales orders, order confirmations, and invoices (collectively, “Order Documents”).

By placing an order with us (online or offline), you agree to be bound by these Terms as updated from time to time. These Terms apply in addition to, and do not limit, any non‑waivable rights you may have under applicable consumer protection laws.

These Terms are incorporated by reference into all Order Documents.

 

1. Definitions

1.1. “Goods” means all flooring, wall products, and any other products supplied by us, including but not limited to flooring materials, wall panels, wall coverings, accessories, and related products sold by Floorworks Int. Ltd. / Relative Space, Inc. under the brand Relative Floors & Walls. 

1.2. “Services” means any services we provide in connection with the Goods, including installation services where specifically purchased. 

1.3. “Installation Services” means installation of Goods at a site designated by you, where expressly included in the applicable Order. 

1.4. “Site” (capitalized) means our website and online store. 

1.5. “Premises” means your premises or other location where Goods are to be delivered and/or installed. 

1.6. “Order” means any order placed by you for Goods and/or Services, whether via the Site or offline.

 

2. Scope; Incorporation by Reference

2.1. These Terms apply to all Orders placed by Buyers located in Canada or the United States, whether placed online or offline.

2.2. These Terms are incorporated by reference into all Order Documents (including quotes, sales orders, order confirmations, and invoices). In case of conflict, the following order of precedence applies (unless expressly stated otherwise): 

   (a) any separate written agreement signed by both parties; 

   (b) the specific Order Document (e.g., our quotation, order confirmation); 

   (c) these Terms; 

   (d) any terms on your forms (which are expressly rejected unless we agree in writing).

 

3. Online Store; Changes to Terms

3.1. For online purchases, you accept these Terms by clicking “I Agree”, submitting an order, or otherwise using the Site to purchase Goods or Services.

3.2. Website Posting and Updates. The then‑current version of these Terms (including Appendix A and any other schedules) is posted on the Site and may be updated by us from time to time, with an updated “Effective Date.” The version in force when we accept your Order, as indicated by that Effective Date, will apply to that Order.

3.3. You are responsible for reviewing the Terms posted on the Site before placing each Order.  

 

4. Quotations, Orders, Acceptance; NCNR / Returns

4.1. Our quotations are not binding offers and may be withdrawn or modified at any time before we accept an Order.

4.2. Your Order (online or offline) is deemed accepted only when we issue a written order confirmation (including by email) or ship the Goods, whichever occurs first.

4.3. Non‑Cancellable / Non‑Returnable (NCNR) Orders.  All Orders for Goods are non‑cancellable and non‑returnable (“NCNR”) and you have no right to cancel the Order or return the Goods.

4.4. If and to the extent applicable consumer protection laws grant you cancellation or return rights, those rights will apply to the minimum extent required by such laws.

 

5. Price and Payment

5.1. Prices are as stated in the applicable quotation, in the online listing at the time of your Order, or in our order confirmation, and are in the indicated currency (CAD for Canadian customers; USD for U.S. customers), unless otherwise stated.

5.2. Unless expressly stated otherwise, prices: 

   (a) exclude applicable sales tax, GST/HST, VAT, use tax, or other government charges, which will be charged in addition and paid by you; and 

   (b) exclude shipping, handling, and insurance, which will be charged in addition unless otherwise stated.

5.3. Standard Payment Terms for Goods (offline Orders): 

   (a) 50% of the total price is due at the time of Order; and 

   (b) 50% of the total price is due before shipment of the Goods. 

Different payment terms may apply for Orders as specifically stated in our Order Document or for Online Orders (for example, payment in full at checkout).

5.4. Payment for Services (including any Installation Services and related expenses) is due as stated in the applicable quotation or order confirmation and, in any event, no later than prior to the commencement of the Services.

5.5. Time of payment is of the essence. If you fail to pay any amount when due, we may: 

   (a) suspend performance, including shipment of Goods and provision of Services; 

   (b) charge interest on overdue amounts at 1.5% per month (18% per annum), or the maximum rate permitted by law, whichever is lower, from the due date until payment in full; and/or 

   (c) cancel the Order and retain any deposits, without prejudice to other remedies.

 

 6. Delivery, Risk, and Title

6.1. Unless otherwise specified in the Order Document, delivery terms for offline Orders are FOB (Free On Board) our designated shipping point. Risk of loss or damage passes to you when the Goods are handed to the carrier at the FOB point.

6.2. For online Orders, the shipping terms and risk transfer point specified at checkout or in the order confirmation apply. If not specified, delivery is FOB our designated shipping point.

6.3. Title to the Goods passes to you upon our receipt of full payment of all sums due for those Goods.

6.4. Any delivery or shipping dates are estimates only. We are not liable for any loss, cost, or damage arising from delay in delivery.

6.5. You must inspect Goods promptly upon delivery and, as a condition of making any claim for visible damage, shortage, or non‑conformity: 

   (a) ensure that the bill of lading / delivery receipt is signed “received subject to inspection” (or similar notation) at the time of delivery; and 

   (b) notify us in writing of any visible damage, shortage, or non‑conformity within five (5) business days of delivery, providing reasonable details and supporting documentation (including photos, copies of the bill of lading, and any carrier notations). 

Failure to comply with both (a) and (b) above will constitute acceptance of the Goods as delivered, subject only to applicable manufacturer’s warranty rights for latent defects.

 

7. Warranties

7.1. Manufacturer’s Warranty for Goods. 

   (a) Goods are supplied with the applicable manufacturer’s warranty only, as provided by the manufacturer. 

   (b) We do not provide any separate warranty on the Goods. Your sole contractual remedy for defects in the Goods is under the manufacturer’s warranty, to the extent transferable or enforceable by you. 

   (c) We will use reasonable efforts, upon request, to assist you in submitting warranty claims to the manufacturer, but are not responsible for the manufacturer’s decisions or actions.

 7.2. Installation and Other Services. 

   (a) Any warranties relating to Installation Services and other Services are set out in Appendix A (Installation and On‑Site Services Terms) when such Services are purchased. 

   (b) If no Services are purchased under an Order, Appendix A does not apply.

7.3. Statutory Rights. 

Nothing in these Terms excludes or limits any warranties, conditions, or rights that cannot be excluded or limited under applicable consumer protection or other laws. To the extent such laws apply and prohibit exclusions or limitations of certain warranties, those warranties will apply to the minimum extent required.

 

8. Disclaimer of Additional Warranties

8.1. To the maximum extent permitted by law and subject to clause 7.3, we disclaim all warranties, conditions, and terms not expressly stated in these Terms, whether express or implied, statutory or otherwise, including any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, or non‑infringement.

  

9. Limitation of Liability

9.1. To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with any Order, whether in contract, tort (including negligence), strict liability, or otherwise, will be limited to the total amount paid by you to us under that Order.

9.2. To the maximum extent permitted by law, we will not be liable for: 

   (a) any indirect, incidental, special, consequential, or punitive damages; or 

   (b) any loss of profit, revenue, business, goodwill, or anticipated savings, 

even if we have been advised of the possibility of such damages. 

 

10. Cancellations, Postponements and Returns 

10.1. Subject to clause 4.3 and applicable law, you have no right to cancel NCNR Orders or return NCNR Goods.

 

10.2. Any rights you may have to cancel or return Orders, and to obtain refunds, are governed by these Terms, any applicable return/refund policy referenced in the Order Document or on the Site.

10.3. Where Services (including any Installation Services) are purchased, any cancellation or postponement charges are governed by Appendix A.

10.4. We may cancel or postpone an Order or any part of it if: 

   (a) you fail to make any payment when due; 

   (b) you commit a material breach of these Terms or applicable law; or 

   (c) we reasonably believe that proceeding with the Order would violate applicable law or create an unacceptable risk.

 

11. Force Majeure

11.1. We are not liable for any delay or failure to perform due to events beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, changes in law, epidemics or pandemics, transportation disruptions, or supply‑chain interruptions.

11.2. In such cases, the time for performance is extended by the duration of the event plus a reasonable recovery period.

 

12. Compliance with Laws

12.1. You must comply with all applicable laws, regulations, codes, and standards relating to your purchase, receipt, use, and (if applicable) resale of Goods and Services.

12.2. You are responsible for obtaining any permits, licenses, or approvals required for the installation or use of the Goods at your Premises, except where we expressly undertake that responsibility in a written agreement.

 

13. Governing Law and Jurisdiction

13.1. Canadian Buyers (Ontario law – Floorworks Int. Ltd.) 

   (a) For Buyers located in Canada, these Terms and any dispute arising out of or relating to them or any Order will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict‑of‑laws rules. The contracting Seller is Floorworks Int. Ltd., doing business as Relative Floors & Walls. 

   (b) Subject to any mandatory rules protecting you, the parties submit to the exclusive jurisdiction of the courts of Ontario, sitting in Toronto, in respect of any such dispute.

13.2. U.S. Buyers (New York law – Relative Space, Inc.) 

   (a) For Buyers located in the United States, these Terms and any dispute arising out of or relating to them or any Order will be governed by and construed in accordance with the laws of the State of New York, without regard to conflict‑of‑laws rules. The contracting Seller is Relative Space, Inc., doing business as Relative Floors & Walls. 

   (b) Subject to any mandatory rules protecting you, the parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York.

13.3. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

 

14. General

14.1. These Terms, together with the applicable Order Documents and any appendix or schedule expressly incorporated (including Appendix A where applicable), form the entire agreement between you and us regarding the subject matter and supersede all prior or contemporaneous communications, representations, or agreements.

14.2. No amendment to these Terms will be effective for a particular Order unless expressly agreed in a written document signed by an authorized representative of the relevant Seller entity (Floorworks Int. Ltd. or Relative Space, Inc., as applicable).

14.3. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

14.4. You may not assign or transfer your rights or obligations under these Terms or any Order without our prior written consent. We may assign or subcontract any of our rights or obligations at our discretion.

14.5. Any notices under these Terms must be in writing and delivered by personal delivery, courier, registered mail, or email to the addresses or email accounts specified in the applicable Order Document (or such other address as either party may designate in writing).

APPENDIX A

INSTALLATION AND ON‑SITE SERVICES TERMS

(Applies only where Installation Services are purchased)

This Appendix A applies in addition to the main Terms where your Order includes Installation Services or other on‑site services for any Goods (including flooring and wall products). If your Order does not include such services, this Appendix A does not apply.

 

A1. Scope of Installation Services

A1.1. The Installation Services to be provided will be described in the applicable quotation or order confirmation. No installation, removal, remediation, or other works are included unless expressly stated.

A1.2. We may use our own employees, agents, or subcontractors (collectively, “Installers”) to perform the Installation Services.

 

A2. Scheduling and Availability

A2.1. Performance of Installation Services is subject to Installer availability. We will use commercially reasonable efforts to schedule Installation Services within the timeframe indicated in the Order Document, but we do not guarantee specific dates or times.

A2.2. We are not liable for any loss, cost, or damage arising from delays in scheduling or performing Installation Services.

 

A3. Site Preparation, Access and Safety

A3.1. You are responsible, at your own cost, for ensuring that your Premises are properly prepared and suitable for installation of the Goods, including: 

   (a) clean, dry, level, and structurally sound subfloors and wall substrates, as applicable; 

   (b) adequate access for delivery of materials, equipment, and personnel; and 

   (c) availability of electrical power, lighting, and any other utilities reasonably required.

A3.2. If the Premises are not ready or suitable when the Installer arrives, we may charge additional fees for waiting time, additional visits, remedial work, or rescheduling, all at your cost.

A3.3. You must ensure that all applicable health and safety requirements are met at the Premises and that Installers have safe access to and from the Premises at all times. 

 

A4. Insurance and Indemnity (On‑Site Services)

A4.1. You must maintain, at your own cost and in accordance with applicable law: 

   (a) general liability insurance covering your Premises and operations thereon; 

   (b) workers’ compensation or employer’s liability insurance for your own employees and contractors, as required by law; and 

   (c) any additional coverage that is customary and adequate for the nature of the work at the Premises.

A4.2. To the extent permitted by law, you agree to indemnify, defend, and hold harmless us, our affiliates, and our respective directors, officers, employees, and agents (including Installers and other on‑site personnel) from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: 

   (a) any injury, illness, death, or other harm suffered by our on‑site personnel while present at or traveling to/from your Premises; and 

   (b) any damage to property or other loss related to our personnel’s presence at or travel to/from your Premises, 

to the extent such claims, losses, or liabilities arise from or are attributable to: 

   (i) the condition of your Premises; 

   (ii) acts or omissions of you or your contractors, employees, or invitees; 

   (iii) your failure to comply with these Terms or applicable law; or 

   (iv) your failure to maintain adequate insurance for your Premises or operations.

   

 A5. Warranty for Installation Services

 

A5.1. We warrant that Installation Services will be performed with reasonable skill and care in accordance with generally accepted industry standards.

A5.2. Any claim relating to defective Installation Services must be notified to us in writing within ninety (90) days of completion of the Installation Services. Our sole obligation will be, at our option, to: 

   (a) re‑perform the Installation Services; or 

   (b) refund the portion of the fee attributable to the defective Services.

 

A6. Cancellations and Postponements (Installation)

A6.1. If you cancel or postpone Installation Services after we have incurred costs (including travel bookings, accommodation, or scheduling costs), you must reimburse us in full for all such costs and any non‑refundable or penalty charges, and pay any additional charges for rescheduling.

A6.2. We may cancel or postpone Installation Services if: 

   (a) you fail to make any payment when due; 

   (b) your Premises are not ready or safe; or 

   (c) we reasonably believe that proceeding with the Installation Services would violate applicable law or create unacceptable risk.