WARRANTY STATEMENT

P.D.Q. Bulk Sealer (“PDQ”) warrants the quality of asphalt sealing products manufactured and supplied by PDQ, subject in all respects to the terms, conditions, exclusions, limitations, procedures and restrictions set out herein. The warranty provided by PDQ is expressly and exclusively a warranty respecting the product in the condition in which such product is manufactured and supplied by PDQ and is not, and shall not under any circumstances be interpreted, represented, extended or construed as, a warranty respecting the transportation, subsequent storage, handling, transfer, modification, dilution, mixing, incorporation of polymers or other additives, application, workmanship, curing, finished appearance, durability, longevity, service life or performance of a driveway, parking lot, roadway or other surface upon which the product may subsequently be applied. PDQ stands behind the product that it manufactures and supplies; however, the scope of that commitment necessarily terminates at the point at which matters affecting the subsequent use and performance of the product pass outside the custody, supervision and practical control of PDQ.

Once product has departed a PDQ facility or otherwise passed outside PDQ’s custody and control, PDQ has no practical means of continuously monitoring, controlling, independently verifying or subsequently reconstructing every material circumstance affecting that product. PDQ cannot determine with certainty how a contractor, applicator, distributor, reseller, purchaser or other person transported the material, the temperatures to which it may have been exposed, the length or conditions of storage, whether the material was allowed to freeze or become excessively heated, whether appropriate agitation occurred, whether tanks, pumps, hoses or application equipment were clean, whether residual products or contaminants remained in such equipment, whether water was introduced into the product, the source, quality or quantity of such water, the precise dilution ratio employed, whether a polymer, latex, sand, aggregate, filler, chemical, performance additive, another sealer or another manufacturer’s material was introduced, the amount or concentration of any such material, the manner in which the resulting mixture was blended, or whether the composition ultimately applied to the pavement remained materially equivalent to the product originally supplied by PDQ. Accordingly, PDQ’s warranty concerning its manufactured product shall not constitute a warranty respecting any product or mixture after it has been materially diluted, altered, contaminated, extended, modified or combined with materials outside PDQ’s control, insofar as the alleged condition or performance is attributable or potentially attributable to such subsequent handling or modification.

The application of asphalt sealer is inherently dependent upon a substantial number of site-specific, environmental, substrate-related and workmanship-related variables over which PDQ exercises no control. PDQ does not select the driveway, inspect the substrate immediately before every application, prepare the pavement, operate the contractor’s equipment or decide whether conditions are appropriate for work to proceed. PDQ therefore cannot warrant or independently verify, among other things, the age, composition, oxidation, porosity, integrity or structural condition of the asphalt; whether the pavement was previously sealed; the type, chemistry, compatibility, age, condition or thickness of any previous coating; whether multiple historical coatings exist; whether the surface contains oil, gasoline, diesel fuel, chemicals, dust, loose aggregate, vegetation, dirt, moisture or other contamination; whether cracks, potholes, repaired areas, patches or drainage defects exist; whether the pavement was adequately cleaned and prepared; whether the substrate temperature was appropriate; whether the atmospheric temperature was appropriate; the relative humidity, dew point, wind, solar exposure, cloud cover or other environmental conditions existing during application and curing; whether rain, irrigation, runoff, condensation, fog, dew or other moisture contacted the pavement shortly before, during or after application; whether the product was applied too heavily or too lightly; the number and thickness of coats; the interval permitted between coats; the period allowed for curing before traffic, pedestrians, vehicles, equipment or other exposure; or whether changing weather conditions after the applicator left the site adversely affected the finished coating. These variables, whether individually or in combination, can materially influence drying, curing, colour, adhesion, film formation, uniformity, tracking, wear, durability and ultimate field performance and, because such variables exist outside PDQ’s control, they likewise exist outside the scope of the PDQ Limited Product Warranty.

The contractor or applicator is exclusively responsible for determining the suitability of the product for the particular application circumstances and for exercising appropriate professional judgment with respect to the condition of the pavement, existing coatings, surface preparation, weather, pavement temperature, atmospheric temperature, moisture, precipitation risk, dilution, additives, equipment, agitation, application rate, coating thickness, number of coats, drying, curing and return-to-service requirements. Any technical information, product literature, general application guidance, recommendations or discussions provided by PDQ are intended to assist knowledgeable commercial users and do not transfer control of, or responsibility for, the actual field application to PDQ. The ultimate decision as to whether an application should proceed under the conditions existing at a particular location and time remains the responsibility of the contractor or applicator performing the work.

Contractors, applicators, distributors, resellers and other independent businesses using or selling PDQ products are independent parties and shall not, merely by purchasing, reselling or applying PDQ product, be deemed employees, agents, partners, franchisees or representatives of PDQ. PDQ does not warrant the workmanship, business practices, representations or performance of such independent parties. Any warranty, guarantee, representation, service commitment or undertaking provided by an independent applicator to a homeowner, property owner, commercial customer or other end user is exclusively the obligation of the party making that representation. Without limiting the foregoing, where an applicator represents that an application will last for a particular number of months or years, remain a particular colour, maintain a particular appearance, resist a particular type of wear, achieve a particular result, or otherwise provides any satisfaction, workmanship, durability or performance guarantee, such representation shall not constitute a warranty by PDQ and shall not impose any corresponding liability upon PDQ unless PDQ has expressly accepted such obligation in a separate written agreement executed by an authorized representative of PDQ.

An undesirable appearance or condition arising on a finished driveway or other surface shall not, standing alone, constitute evidence or proof that the original product supplied by PDQ was defective, deficient or non-conforming at the time it left PDQ’s custody. Field conditions such as discolouration, colour variation, streaking, differential appearance, tracking, marking, scuffing, slow drying, incomplete curing, wash-off, adhesion loss, premature wear, localized failure, coating separation, uneven surface appearance or any other alleged field-performance condition may have multiple potential causes and may result from, or be materially influenced by, substrate condition, pre-existing coatings, surface preparation, application technique, dilution, additives, equipment, storage, contamination, atmospheric conditions, pavement temperature, humidity, precipitation, curing conditions or subsequent exposure. Accordingly, a conclusion respecting the condition of the original PDQ product cannot reasonably be drawn solely from observation of the completed application without consideration of the surrounding application circumstances.

As a condition of consideration under PDQ’s voluntary commercial product warranty process, and subject always to any rights which applicable law does not permit to be restricted, any alleged product-quality claim must be brought to the direct attention of PDQ in writing within thirty (30) calendar days following the date upon which the product was applied to the affected pavement. The claimant shall be responsible for establishing the application date and for providing sufficient information to permit PDQ to identify the transaction and investigate the circumstances. The thirty-day period is intended to provide PDQ with a reasonable opportunity to evaluate the product and application circumstances while physical evidence, remaining material, site conditions, weather information and relevant application details may remain reasonably available. A complaint, allegation or claim first presented more than thirty (30) calendar days following the application date may be declined under PDQ’s voluntary commercial warranty procedure, subject to applicable law. Nothing herein is intended to shorten a statutory limitation period or eliminate a legal right that applicable legislation expressly prohibits PDQ from limiting; rather, the thirty-day provision defines the period within which the claimant must invoke PDQ’s contractual or voluntary product replacement or credit procedure.

A claimant requesting consideration of an alleged product defect or non-conformance shall be required to cooperate fully with PDQ’s investigation and, upon request, complete PDQ’s applicable Product Claim Investigation Form in its entirety. The claimant may be required to provide information concerning the identity and quantity of the product purchased and used, purchase and application dates, the application location, quantity remaining, manner and duration of storage, agitation and mixing procedures, application method and equipment, equipment cleanliness and prior contents, estimated application rate, number of coats, interval between coats, pavement type and approximate age, previous sealing history, known identity of previously applied products, pavement repairs, crack filling, surface preparation, dilution percentage, quantity and source of water added, polymer or additive manufacturer and product, polymer or additive concentration and quantity, other materials introduced into the sealer, pavement temperature, atmospheric temperature, relative humidity, general weather conditions, precipitation before and after application, time elapsed between precipitation and application, time elapsed between application and subsequent precipitation, curing period, time elapsed before traffic exposure, date on which the alleged condition was first observed and such other information as PDQ may reasonably consider relevant to assessing the circumstances and potential causes of the reported condition.

The claimant must additionally provide photographs reasonably sufficient to document the alleged condition and permit meaningful technical evaluation. Such photographs should accurately depict the overall affected surface, the distribution and extent of the alleged condition, representative close-up areas, surrounding site circumstances and, where reasonably available, unaffected or differently affected portions of the same application that may assist in comparative evaluation. Photographs should be taken before the driveway or affected surface is pressure washed, stripped, scraped, ground, chemically treated, recoated, repaired, removed or otherwise materially altered. Where the claimant undertakes substantial corrective work before PDQ is afforded a reasonable opportunity to evaluate the original reported condition, PDQ shall be entitled to take into account the resulting loss, impairment or alteration of evidence in determining whether the alleged claim can be reliably investigated.

A representative physical sample of the product involved in the alleged claim shall, where reasonably available, be preserved and provided to PDQ upon request as a material condition of PDQ’s investigation. Such sample should consist of product remaining from the material associated with the disputed application, should be placed in a clean and compatible container, should be clearly identified and should not subsequently be diluted, modified, mixed with additional material or contaminated. Where both original material and field-modified material remain available, PDQ may require representative samples of each and may additionally request representative samples of dilution water, polymer, additive or other material incorporated into the field mixture. The requirement for a physical sample exists because the appearance of a completed driveway does not, standing alone, establish the condition or composition of the liquid product prior to application. Where an available representative sample has been discarded, destroyed, contaminated, altered or otherwise made unavailable after a potential claim became known, and the absence of that sample materially prejudices PDQ’s ability to determine whether the original material was non-conforming, PDQ may decline the claim under its voluntary commercial warranty procedure to the extent permitted by applicable law.

Where a potential product-related issue becomes apparent during application, the applicator is required to discontinue use of the allegedly affected material as soon as reasonably practicable and notify PDQ promptly. Continued use of material after the applicator has become aware, or after circumstances have arisen from which a reasonably prudent applicator should have become aware, that a potential issue may exist can unnecessarily increase the quantity of material applied and the scope of any alleged remediation. Accordingly, PDQ shall not be responsible for additional material, labour, affected area or other incremental loss resulting from continued application after a potential issue became reasonably apparent. The applicator remains responsible for exercising appropriate professional judgment and limiting further work when circumstances arise that reasonably call the suitability of continued application into question.

PDQ may, without assuming any obligation to do so in every circumstance, review photographs, obtain and evaluate product samples, request application documentation, discuss the matter with the applicator, inspect the application site, obtain additional technical information or otherwise investigate a reported product concern. PDQ’s agreement to receive information, conduct testing, communicate with the claimant, attend the site, examine samples, provide technical assistance or otherwise participate in an investigation shall not constitute an admission that the product was defective, that the product caused the alleged condition, that the application was properly performed, that appropriate conditions existed, that the contractor complied with applicable application practices, that PDQ accepts liability or that any particular remedy is owed. Similarly, any goodwill accommodation, replacement material, credit or other commercial adjustment voluntarily provided by PDQ shall not constitute an admission of liability, waiver of these limitations or establishment of a precedent requiring PDQ to provide the same or similar accommodation in another matter.

Where, following such investigation as PDQ considers reasonably appropriate, PDQ determines that product supplied by PDQ failed to conform to the applicable PDQ product requirements at the time the product left PDQ’s custody and that a remedy is warranted pursuant to this Limited Product Warranty, PDQ’s maximum obligation and the claimant’s exclusive commercial remedy shall, to the maximum extent permitted by applicable law, be limited at PDQ’s option to replacement of the quantity of affected PDQ product determined to warrant replacement or refund or credit of an amount not exceeding the original net purchase price actually paid for that affected quantity of PDQ product. Any such replacement, refund, credit or commercial adjustment relates solely to the underlying material supplied by PDQ and shall not constitute acceptance of responsibility for the application into which that material was incorporated.

Under no circumstances shall the value of an independent contractor’s labour, equipment, application service, completed project, customer contract or downstream warranty enlarge the value of PDQ’s product warranty. The commercial price charged by PDQ reflects the manufacture and supply of product and does not include consideration for PDQ assuming, guaranteeing, underwriting, indemnifying or insuring the business risk of an independent contractor or applicator. An applicator may charge its customer an amount substantially greater than the value of the original PDQ material because the applicator’s price incorporates labour, equipment, mobilization, overhead, profit, site preparation, customer service and other components. Such commercial arrangements are exclusively between the applicator and its customer and shall not increase PDQ’s liability merely because the cost of removing, repairing or repeating the applicator’s work exceeds the original value of the material supplied by PDQ.

Accordingly, to the maximum extent permitted by applicable law, PDQ shall have no liability or responsibility for original application labour, replacement labour, contractor charges, employee wages, overtime, subcontractors, mobilization, demobilization, travel, transportation, equipment charges, equipment rental, cleaning, scraping, stripping, grinding, pressure washing, chemical removal, coating removal, disposal, waste charges, environmental disposal fees, surface preparation, crack repair, asphalt repair, pavement replacement, resurfacing, reapplication, additional coatings, third-party replacement products, additional water, polymer, additives, lost time, downtime, loss of use, customer refunds, customer credits, chargebacks, warranty obligations undertaken by the applicator, lost sales, lost revenue, lost profits, business interruption, loss of business opportunity, loss of goodwill, reputational damage or any other indirect, incidental, consequential, special or downstream cost, loss or expense associated with the application, removal, remediation, replacement or reapplication of product.

The scope of PDQ’s warranty is therefore intentionally and fundamentally limited to the product itself. PDQ warrants the product subject to the terms of this Limited Product Warranty. PDQ does not warrant the person applying the product, does not warrant the workmanship of that person, does not warrant the condition of the substrate selected by that person, does not warrant environmental conditions, does not warrant materials introduced into the product after it leaves PDQ’s facility, does not warrant the resulting modified mixture, does not warrant representations independently made by an applicator, does not warrant the finished driveway or parking lot, and does not guarantee a particular field-service life or aesthetic result under conditions outside PDQ’s control. The fact that PDQ manufactured the original material shall not transfer responsibility for subsequent activities or conditions that PDQ neither performed nor controlled.

For greater certainty, PDQ’s Limited Product Warranty should be understood according to the following fundamental commercial principle: PDQ stands behind the product it manufactures and supplies, but PDQ does not warranty the application of that product by an independent contractor. Once the product has left PDQ’s facility, the decisions and conditions governing transportation, storage, dilution, modification, additives, substrate preparation, application technique, application rate, equipment, temperature, humidity, precipitation, curing and subsequent exposure exist beyond PDQ’s practical control and therefore cannot reasonably form part of PDQ’s product warranty. Where an alleged manufacturing non-conformance is substantiated and a remedy is available under this Limited Product Warranty, PDQ’s responsibility is limited to the affected PDQ material itself and not to the labour, workmanship, contract value or other costs associated with the independent application of that material.

Nothing contained herein is intended to exclude, restrict, waive or modify any statutory right or remedy that applicable law expressly prohibits PDQ from excluding, restricting, waiving or modifying. If any term or portion of this Limited Product Warranty is determined to be unenforceable, that provision shall be interpreted, modified or severed only to the minimum extent legally necessary, and the remaining terms shall continue in effect to the fullest extent permitted by applicable law.