Purchasing Terms and Conditions

1. COMPREHENSIVE AGREEMENT
This purchase order, including the general conditions of sale, specifications, drawings, special instructions and any additional information, as well as the conditions incorporated into or annexed to these documents, form the sole comprehensive agreement between the parties concerned. No other condition shall be binding on the purchaser or the vendor, unless both parties have agreed to this in writing.

2. ACCEPTANCE OF THE ORDER
The parties shall be bound by this purchase order and the conditions pertaining to it as soon as the vendor a) fills this order and acknowledges receipt of it, or b) provides to the purchaser one of the services ordered. This contract is only valid under these conditions.

3. WARRANTY
The vendor guarantees that all the articles covered by the said purchase order shall conform to the drawings, the specifications or the samples (if applicable) or to any other description furnished or approved by the purchaser and that the articles are in good condition and fit for their intended use, merchantable and free of material or manufacturing defects or defects in title. The said warranty is binding upon the purchaser and his successors. This warranty does not limit in any way any other warranties stipulated in these documents or implied by law. The vendor shall repair, replace or re-work at his expense, F.O.B. the purchaser’s factory, any merchandise that has become defective under normal and proper conditions of use during the warranty period.

4. FORCE MAJEURE
If the vendor or purchaser is prevented from carrying out the provisions hereof by reason of any act of GOD, war, revolution, blockade, riot, earthquake, cyclone, fire, flood, embargo, interference of civil or military authority or other providential, governmental or physical cause, existing or future, beyond the reasonable control of the parties, interfering with the production or receipt of goods herein contemplated, the party so interfered with, upon prompt written notice to the other party in advance of actual shipment, shall be excused from making or taking deliveries to the extent of such interference. In such case, the delivery schedule shall be revised by an extension of time no greater than the time lost by reason of such delay(s), and at no extra cost to the purchaser. Notwithstanding anything contained in this clause either a case of lock-out or a case of strike shall not be considered a case of force majeure. Should any such event occur, the vendor shall at his own expense, make alternate plans, including arranging for supply by affiliated or non-affiliated companies to allow the vendor to continue to comply with the purchase order, and shall deliver to the purchaser such alternate plans and revised delivery schedule as are acceptable to the purchaser.

5. CANCELLATION
The purchaser may, at any time and for any reason, terminate his order in full or in part, by notifying the vendor in writing. Upon receipt of this notice, the vendor shall, unless the notice state otherwise, immediately cease work, cancel orders for material, equipment and supplies, and undertake all reasonable efforts required to cancel any order or contract, under conditions acceptable to the purchaser. The vendor shall, consequently, only finish that work necessary to preserve and protect the work that has already been undertaken. In the event of cancellation, it is agreed that the vendor shall be compensated for direct costs incurred up to the date of cancellation, as well as for overhead costs and profit for the work already performed. The overhead and profit shall be determined in accordance with generally accepted trade practices for similar work. The foregoing constitutes the sole compensation to which the vendor is entitled in case of cancellation. The purchaser’s right to cancel, provided for in this document, does not affect in any way the rights, duties and obligations of the parties in the event that the purchaser cancels this purchase order due to an omission on the part of the vendor.

6. COMPLIANCE WITH LEGAL REQUIREMENTS
In filling this purchase order and any other related activity, the vendor shall comply with all federal, provincial, state and municipal codes, acts, regulations and by-laws, particularly those that relate to dangerous goods, and shall give notice, provide the necessary documents prescribed by these and, upon request, furnish the purchaser with proof that he has complied with these requirements. If the drawings, specifications or merchandise are examined or inspected by the competent authorities, the vendor shall obtain and defray the costs of the necessary permits and licences, unless the purchase order stipulates otherwise.

7. CONFIDENTIAL MATERIAL AND INFORMATION
All drawings, specifications, plans, data and other documents provided to the vendor by the purchaser, shall remain the property of the purchaser and all these documents and any copies thereof shall be returned to the purchaser upon request. The information provided in these drawings, specifications, plans, data or other documents shall not be disclosed to a third party nor used by the vendor, except in relation to this order, without obtaining prior written authorization from the purchaser, unless this information forms part of the public domain or unless the vendor has already obtained these documents without any obligation of confidentiality.

8. PATENTS
The vendor agrees to protect and save harmless, at his cost, the purchaser from any legal proceedings, damages, claims or demands concerning any real or presumed infringement of patent resulting from the sale or use of materials or services provided for in this document.

9. INDEMNIFICATION
The vendor agrees to indemnify and save harmless the purchaser from any responsibilities, claims or demands relating to any injuries to persons or any damage to property that occurred as a result of any actions or omissions on the part of the vendor in meeting this order.

10. ASSIGNMENT
The vendor shall not assign this purchase order nor subcontract any of the work agreed to in this document without having obtained the prior written consent of the purchaser. No assignment or subcontract by the vendor shall relieve him of his obligations towards the purchaser provided in the foregoing.

11. NON-WAIVER
The fact that the purchaser has not required the strict observance of all conditions or terms stipulated in the foregoing, or the fact that he has neglected or delayed to exercise his rights or to require a remedy provided for in this document or in law, or that he did not properly advise the vendor in the event of an omission, including the acceptance of, or the payment for any property and the approval of the design, does not release the vendor from the warranties or obligations provided for in this purchase order and shall not be considered as a waiver of the purchaser’s right to demand that the purchase order be duly filled or to his rights and remedies to any property, regardless of the date of delivery, receipt or acceptance, or in addition in relation to any previous or subsequent defect, just as no intended modification or recission of this purchase order by the purchaser shall constitute a waiver of any of the above-mentioned conditions.

12. SUBSTITUTIONS
A written notice must be submitted if the material and/or the services differ from those requested. Substitutes may be accepted or rejected only if there is a final authorization by the undersigned.

13. PRICE
Payments for goods and services are to be made in the domestic currency of the purchaser, F.O.B. the purchaser’s factory unless indicated otherwise in this document. Delivery shall be made by train or truck and the delivery costs shall be calculated separately.

14. QUALITY OF THE WORK
All work and materials, insofar as equipment is concerned, shall be of superior quality and flawless and the materials used shall be new; special attention shall be paid to the standardization and interchangeability of parts.

15. SHOP INSPECTION AND PROGRESS REPORT
Authorized representatives of the purchaser have access to the vendor’s and subcontractor’s facilities during manufacture, so that they may be present during the inspection of the goods, or a part of these goods and obtain information on the progress of the work. The vendor shall facilitate the inspection and provide for the appropriate means of access.

16. PACKAGING AND CRATING
All goods and their components shall be properly boxed, crated or otherwise suitably prepared for shipping to ensure that no damage will be caused during transportation, handling and storage. If there are risks related to the handling and storage, those risks must be clearly indicated on the boxes or crates; damages to any goods resulting from improper packing shall be charged to the vendor and may be deducted by the purchaser from any amounts owing to the vendor. The vendor shall prepare three copies of detailed packing lists for each container showing purchase order item numbers, quantities, equipment numbers, full descriptions and estimated gross weights. Packing lists shall be distributed as follows: one with shipment, one mailed for attention purchasing department, one mailed to project site for attention project warehouse supervisor.

17. DEFAULT
If the vendor is in default in carrying out one or several of his obligations (except for any one of the reasons stated in clause 4 “Force Majeure” in this document), the purchaser may, within thirty (30) days following the date of default, retain or obtain any article, finished wholly or in part by the vendor, or obtain from any source whatsoever the articles required to complete this order, may reduce the value of any amounts due or which could become due under the terms of this order or any other contract between the vendor and the purchaser, and may also deduct any additional costs incurred in thus obtaining the articles ordered or in having them completed.

18. TIME OF THE ESSENCE
Time being of the essence of the contract, the buyer reserves the right to refuse delivery of items or goods listed in the purchase order if the supplier delivers these goods after the agreed upon date, without any recourse possible against the buyer.

19. GENERAL
If the vendor becomes insolvent or makes an assignment for the benefit of creditors or if a trustee or receiver is appointed and is entrusted with his property, this order may be cancelled or terminated, at the purchaser’s option, without any obligations on the part of the purchaser. This contract shall be interpreted according to and be governed by the laws of the province or state of the purchaser.