PURCHASE ORDER TERMS AND CONDITIONS

1. Terms. The terms and conditions of this sabotage; embargo; strike or other labour dispute;
Purchase Order, including those on the face hereof interruption of or delay in transportation; shortage or failure
and those set forth below and in the Supplemental of supply of materials; or equipment breakdown. At
Terms and Conditions attached hereto, if any, Buyer's option, the time for delivery hereunder shall be
represent the entire agreement between Seller and extended to the extent of the delay occasioned by any
Buyer. Acceptance is limited to the terms and such circumstance and the deliveries so omitted shall be
conditions of this Purchase Order, and no purported made during the period of such extension.
revisions of, additions to, or deletions from this
Purchase Order shall be effective, whether in Seller's 5. Risk of Loss. Risk of loss of and title any goods sold
proposal, invoice, acknowledgment or otherwise, hereunder shall transfer to Buyer at the time and place of
and no local, general or trade custom or usage, shall delivery; provided that risk of loss prior to actual receipt of
be deemed to effect any variation herein unless the goods by Buyer shall nonetheless remain with Seller.
expressly agreed to in writing by Buyer's authorized
representative. The delivery of any goods or the 6. Shipment. Goods must be shipped by the particular
furnishing of any services pursuant to this Purchase route, method and carrier as stated in this Purchase
Order shall constitute acceptance by Seller of this Order. In the event that Seller fails to ship goods on or
Purchase Order subject to, and in strict accordance with, before any scheduled shipping date, Buyer shall have the
all of its terms and conditions. To the extent that terms right to specify a more rapid method of shipment than was
appearing on the face of this Purchase Order are specified originally and Seller shall bear, at no additional
inconsistent with those set forth herein, the terms on the cost to Buyer, any increased costs occasioned thereby.
face shall govern. Any reference on the face of this
Purchase Order to Seller's proposal shall be exclusive of 7. Packing, Marking, and Invoicing. A packing list shall
any terms and conditions attached to or referred to be included with each shipment. Two copies of Seller's
therein. invoices, together with original bills of lading, properly
signed by carrier's representative, shall be forwarded to
2. Specifications. All goods and services furnished Buyer not later than the day after shipments are made.
pursuant to this Purchase Order shall strictly conform to Individual invoices shall be issued for each separate
the specifications, descriptions, representations and shipment. Buyer shall not be charged for packaging,
warranties set forth in this Purchase Order. No change boxing, crating or cartage. All invoices, packing lists, bills
in this Purchase Order shall be made except upon of lading, and each separate package within each
written application to, and subsequent written authority shipment shall clearly reference piece number, Buyer's
of, Buyer. Purchase Order number and Seller's packing slip number.
3. Time and Place of Delivery; Buyer's Inspection; Partial shipments must be identified as such on the
Acceptance. Time is of the essence of this Purchase shipping memoranda and invoices.
Order. Delivery will be made as specified on the face of
this Purchase Order. Buyer reserves the right to reject 8. Payment; Waiver of Liens. Payment will be made
goods and to cancel all or any portion of this Purchase following receipt and acceptance of the goods and receipt,
Order in the event of failure to deliver at the time and in proper form and substance, of all documentation
place specified. Buyer's acceptance of any part of a required by this Purchase Order. Seller shall furnish to
shipment not delivered as specified herein shall not Buyer any analysis or breakdown of the price as Buyer
obligate Buyer to accept the remainder of that shipment may reasonably request. This Purchase Order shall not
or any future shipments. If Seller is required to provide be filled at prices higher than last quoted or charged by
Material Safety Data Sheets, they will be delivered to Seller, except as expressly agreed by Buyer. As a
Buyer prior to delivery of any goods under this Purchase condition to any payment hereunder, Seller shall furnish to
Order. All goods shall be received subject to Buyer's Buyer, upon request, an executed waiver of liens, charges
inspection and acceptance, and subject to Buyer's right and claims in form reasonably satisfactory to Buyer. Seller
to reject and return at Seller's expense goods which fail agrees to indemnify, defend and hold harmless Buyer from
to conform strictly to the requirements of this Purchase and against any and all liens and encumbrances arising
Order. All materials are subject to inspection and testing out of Seller's performance of this Purchase Order or rising
by Buyer at manufacturer's plant. out of any claim for payment by any labourer,
subcontractor or supplier of Seller.
4. Extension of Time of Delivery. Buyer shall not be
liable to Seller for any failure of Buyer to take any 9. Seller's Representations and Warranties. Seller
delivery hereunder when due, if occasioned by any event expressly represents and warrants that for a period of one
beyond Buyer's reasonable control, including without year after Buyer's acceptance of the goods or services
limitation fire, flood, earthquake, lightning or other acts of hereunder, or for such longer period as may be expressly
God; acts of, or compliance with the directions of, civil or provided in this Purchase Order or under applicable law,
military authority, including any federal, provincial, state all goods and services covered by this Purchase Order
or local agency or authority; wars; riots; insurrections; will: (a) strictly conform to Seller's specifications, drawings,
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samples and other written materials and descriptions, or, constitute an infringement, or if Seller determines that
to the extent the goods were purchased to Buyer's there is a substantial risk of a finding of such infringement,
specifications and drawings as set forth or referred to in Seller agrees, as appropriate, and at its expense to: (a)
this Purchase Order, that the goods strictly conform with procure for Buyer, at no expense to Buyer, the right to
those specifications and drawings; (b) be free from continue using the goods, (b) replace the goods with
defects in design, material and workmanship; (c) be of equivalent goods that meet the requirements of this
merchantable quality and suitable for the particular Purchase Order and that do not infringe any such rights, or
purposes intended, whether express or reasonably (c) modify the goods so that they become non-infringing.
implied; and (d) bear all warnings, labels, and markings
required by applicable laws and regulations. In addition, 12. INDEMNIFICATION. To the fullest extent permitted
Seller represents and warrants that: (e) none of the by law, Seller agrees to indemnify, defend, and hold
goods covered hereby, to the extent they are subject to harmless Buyer, its affiliates, and their respective
laws prohibiting adulteration or misbranding, is directors, officers, employees and agents (the
adulterated or misbranded within the meaning of such "Indemnified Parties") from and against all claims,
laws as of the date of delivery to Buyer; (f) all goods demands, causes of action, losses, costs and
covered hereby may be introduced into interstate or expenses (including without limitation reasonable
inter-provincial commerce without violation of applicable legal fees and costs of defense) (collectively,
laws and regulations; (g) all services have been "Losses") arising out of or incident to Seller's
performed in a good and workmanlike manner; and (h) performance hereunder, or the presence of Seller, its
all goods and services furnished or rendered pursuant to employees, agents or invitees ("Seller Parties") on
this Purchase Order have been produced, sold, delivered Buyer's premises, provided that such Losses are
or rendered to Buyer in compliance with all applicable attributable to (a) the negligence or willful misconduct
laws and regulations, including those set forth in Section of the Seller Parties, (b) the failure of the Seller Parties
14. to comply with applicable laws, or (c) bodily injury,
sickness, disease or death (including but not limited
10. Buyer's Remedies. Buyer's acceptance of all or to bodily injury, sickness, disease or death of the
any part of the goods or services provided hereunder employees of Seller or Buyer), or to damage to or
shall not be deemed a waiver of the failure of such goods destruction of tangible or moveable property
or services to conform to all of the representations and (including the loss of use thereof); in each case
warranties set forth in Section 9. Buyer retains the right regardless of whether or not caused in part by the
to cancel any portion of the remaining order, to reject any negligence or other fault of any Indemnified Party
portion of the goods or services delivered, or to revoke hereunder; provided that Seller shall not be liable for
acceptance as to any portion of the goods or services Losses caused by the sole negligence or willful
accepted, and return such goods to Seller and to recover misconduct of any Indemnified Party. To the extent
the purchase price, any excess costs of cover, and Quebec law governs the purchase, this provision shall
damages, including manufacturing costs, costs of not serve to exclude or limit the Seller’s liability for
removal or recall, transportation and custodial expenses, material injury caused to another through an
injury to person or property incurred by Buyer, all in
intentional or gross fault.
addition to Buyer's other remedies under this Purchase
Order or applicable law. If Seller becomes insolvent or
Seller's indemnification obligations under this Section
makes an assignment for the benefit of creditors, or files
12 shall not be limited by applicable workers'
or has filed against it any petition in bankruptcy, Buyer
compensation or other disability or employee benefit
shall have the right to cancel this Purchase Order
laws, and, solely as respects the indemnities set forth
immediately.
in this Section, Seller hereby expressly waives any
rights it may have to assert any immunities or
11. Patent, Copyrights, Trademarks. Seller
defenses that it may have under such laws against any
represents and warrants that the goods furnished under
Indemnified Party.
or used in connection with this Purchase Order (except
those furnished according to Buyer's specific design) and
Buyer's express or reasonably implied intended use 13. Labour, Work and Services; Insurance. In
thereof, do not and will not infringe any patent, copyright, supplying any services hereunder, Seller represents and
trademark, trade secret or other proprietary right of any warrants that it is, and undertakes such performance as,
third party. If any claim, suit or proceeding is made or an independent contractor, with sole responsibility for the
instituted against Buyer alleging any such infringement, payment of all federal and/or provincial and/or territorial
Seller shall indemnify, defend and hold Buyer harmless health insurance, employment insurance, Canada Pension
from and against any damages, liabilities, judgments, Plan payments and/or other similar taxes incurred
costs and expenses (including without limitation hereunder. Any performance by Seller under this
reasonable legal fees) it may incur in connection with Purchase Order on Buyer's premises shall be in full
any such claim, suit or proceeding. In the event that the compliance with Buyer's safety and other rules and
goods or Buyer's use is held in any suit or proceeding to procedures and with all federal, provincial and laws and
regulations regarding workplace safety, including without
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limitation, laws pertaining to occupational safety and Purchase Order price or the value of the goods delivered,
health. Prior to commencement of any services or work the services rendered or the work performed prior to
provided hereunder on Buyer's premises and until the termination. Payment shall be Seller's sole remedy and
satisfactory completion thereof, Seller shall, at its Seller hereby waives any and all other remedies. Upon
expense, maintain the following minimum insurance Buyer's request, Seller shall preserve, protect and deliver
coverages on an "occurrence" basis (and not on a to Buyer, at Buyer's expense, materials on hand, work in
"claims made" basis): progress, and completed work, both in its own and in its
suppliers' plants.
Kind of Insurance Minimum Limits
16. Assignment and Set-Off. Seller shall not assign its
Workers' Compensation Statutory rights or delegate its performance hereunder, nor any
interest herein, without Buyer's prior written consent and
Employer's Liability $1,000,000 bodily injury any attempted assignment or delegation without such
by accident, each consent shall be void. Buyer shall be entitled at all times
accident to set-off any amount owing from Seller to Buyer, whether
$1,000,000 bodily injury under this Purchase Order or otherwise, against any
by disease, policy limit amounts otherwise payable to Seller.
$1,000,000 bodily injury
by disease, each 17. Confidentiality. Seller and its directors, officers,
employee employees and agents shall not disclose to any third party
any information pertaining to the goods provided or
Commercial General Liability, Combined Single Limits: services performed hereunder, or pertaining to Buyer's
including Contractual Liability, $1,000,000 Occurrence business or operations which Seller obtains or has access
Products/Completed $2,000,000 General to in connection herewith, without the prior written consent
Operations and Broad Form Aggregate of Buyer or unless required by law.
Vendor's Endorsement $2,000,000 Products/
Completed Operations 18. No Waiver of Defaults. No failure by Buyer to
Aggregate enforce at any time any of the terms or conditions of this
Purchase Order shall constitute a waiver thereof or in any
Business Auto Liability Combined Single Limits: way impair Buyer's right at any time to avail itself of such
Symbol 1 (Any Auto) including $1,000,000 per accident remedies as it may have to enforce such terms or
Hired and Non-Owned Autos conditions. No waiver by Buyer hereunder will be effective
unless in writing and signed by Buyer.
Seller shall furnish to Buyer certificates of insurance
showing the above coverages and providing for at least 19. Survival; Remedies Cumulative. All agreements
thirty (30) days prior written notice of cancellation or and representations of Seller herein (including those
modification resulting in a reduction below the required regarding, confidentiality, indemnification and warranties)
minimum coverages and naming Buyer as an additional shall survive delivery and final payment hereunder, or any
insured. If Seller fails to furnish such certificates or earlier termination hereof. All of the rights and remedies
maintain such insurance, Buyer shall have the right to available to Buyer hereunder are in addition to, and not in
cancel this Purchase Order immediately. Seller, for itself limitation of, the rights and remedies otherwise available at
and its insurers, hereby waives subrogation against law or in equity.
Buyer, and Seller agrees that, with respect to claims
against Buyer arising out of Seller's performance 20. Severability. Any provision of this Purchase Order
hereunder, Seller's insurance shall be primary and that is unenforceable in any jurisdiction shall be ineffective
Buyer's insurance shall be excess. Seller's obligations to to the extent of such unenforceability (but shall be
maintain such insurance shall in no way limit the liability enforced to the maximum extent permissible) without
or obligations assumed by Seller hereunder. invalidating the remaining provisions hereof.

14. Laws and Regulations. All goods furnished or 21. Governing Law. This Purchase Order shall be
services rendered pursuant to this Purchase Order shall governed by the laws of the Province of Ontario and the
be produced, sold, delivered, or rendered to Buyer in laws of Canada applicable therein, without giving effect to
compliance with all applicable laws and regulations, its principles of conflicts of law.
including without limitation, all applicable environmental
and occupational health and safety laws and regulations. 22. English Language. The parties hereby confirm their
express wish that this Purchase Order and all related
15. Termination. Buyer may at any time, without documents be drafted in the English language, but without
cause, terminate this Purchase Order in whole or in part prejudice to any such documents which may from time to
upon written notice to Seller. In such event, Seller shall time be drawn up in French only or in both French and
be entitled to receive payment, in proportion to the English. Les parties aux présentes confirment leur
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volonté que bon de commande et tout document s’y
afférents soient rédigés en langue anglaise, mais sous
toutes réserves cependant de tous tels documents qui
pourraient à l'occasion être rédigés en français
seulement ou à la fois en français et en anglais.

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