ACKNOWLEDGMENT: This Purchase Order must be acknowledged promptly by duly completing and returning the attached acknowledgment copy. Buyer reserves the right to cancel this order if not acknowledged within a reasonable length of time. Any provision which vendor applies to this order which is inconsistent with or is in addition to these purchase order terms and conditions shall not be binding upon the buyer.

DELIVERY: Time shall be the essence for the purpose of this agreement. Failure by the vendor to perform within the “due date”, or his acknowledgment shipping date, shall entitle the buyer at buyer’s option, in addition to its other rights and remedies, a) to give the vendor the opportunity to remedy his failure with a period of time fixed by the buyer or b) to wholly or partially cancel the order at buyer's option without being liable for any compensation or damages for so doing.

PACKAGING: All goods, wrappers and containers must be packed, marked and labelled as required by Federal, Provincial and Municipal laws and regulations or any other laws or regulations adopted by a competent government authority for the protection and safety of persons and property, and prices include all charges for packing, crating and transportation to F.O.B point. Goods must be boxed, packed or crated so as to qualify for lowest freight or transportation rates.

DOCUMENTATION: GENERAL - Bill of lading, airway bills, etc. must show our purchase order number, gross shipping weight and description of goods in accordance with freight classification. A packing list showing our purchase order number and our part number(s) must be attached to outside of one shipping carton. CANADIAN VENDORS - Invoices in duplicate to be mailed promptly. U.S.A VENDORS - Commercial invoices in duplicate together with two (2) certified Canada Customs invoices to be airmailed on date of shipment four (4) certified Canada Customs invoices must accompany Bill of Lading/Airway Bill and shipment. OTHER FOREIGN VENDORS - See letter of credit for required documentation.

BUYER’S PROPERTY: All materials, including tools or machinery, furnished or specifically paid for by the buyer in respect to the goods shall be the property of the buyer, shall be subjected to removal at all times without cost upon demand by the buyer, shall be used only in filling orders from the buyer, shall be kept separate from other materials or tools, shall be clearly identified as the property of the buyer, shall be insured by the vendor with loss payable to buyer and shall be returned to the buyer when requested. Vendor assumes liability for all loss or damage to such materials and agrees to maintain them in good operating condition.

INSPECTION, REJECTION: All goods delivered shall be subjected to final inspection by buyer within thirty (30) days after delivery. All items which are not in compliance with specifications, which are not as warranted or which are shipped ahead of schedule, or in excess, or substituted for items ordered may be rejected by buyer and returned or held at vendor's expense and risk.

INDEMNITY: Vendor agrees to indemnify and save harmless buyer with respect to any claim, demand, suit or similar process made upon buyer with respect to any bodily injury, death or property damage, by whomsoever such claim is made, which is based in whole or in part upon the actual or alleged negligence, fault, act or omission of vendor or any of its agents, servants, or employees, and to indemnify and save harmless buyer from any and all expense, liability and loss of any kind including legal fees arising our of any claim, suit or action alleging infringement of a patent, trademark, copyright, or any personal, contractual or proprietary right.

WARRANTIES: Vendor warrants that all goods covered by this order will conform to specifications, drawings or other description furnished or adopted by buyer and will be of merchantable quality, of good workmanship and free from defects. These warranties shall survive inspection, testing and acceptance and shall enure to the benefit of the buyer, its successors, assigns, customers and to users of buyer's product and is in addition to any other applicable warranties made by vendor and to any implied by law.

Buyer's payment of all or any part of the purchase price, or failure to insist on performance of any terms and conditions herein or to exercise any right or privilege of buyer’s waiver of any breach hereunder shall not constitute a waiver of any other terms, conditions, rights or obligations or any breach thereof.

Governing law: Buyer and vendor agree that the law of the Province of Quebec shall govern the interpretation and effect of this contract, except for Canadian Provinces other than Quebec where the laws of the Province of Ontario shall apply.